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HomeMy WebLinkAbout03.17.21 Staff ReportNOTICE AND CALL OF A SPECIAL VIRTUAL MEETING OF THE CITY COUNCIL TO THE MEMBERS OF THE AFOREMENTIONED AGENCIES AND THE CITY CLERK OF THE CITY OF BALDWIN PARK NOTICE IS HEREBY GIVEN that a Special Meeting is hereby called to be held on WEDNESDAY, March 17, 2021 at 5:00 PM. virtually. Said Special Meeting shall be for the purpose of conducting business in accordance with the attached Agenda. NO OTHER BUSINESS WILL BE DISCUSSED THE COUNCIL CHAMBER IS CLOSED TO THE PUBLIC IN ACCORDANCE WITH HEALTH OFFICIALS RECOMMENDATIONS Dated: March 11, 2021. Emm e J. Estrada Mayor AFFIDAVIT OF POSTING I, Marlen Garcia, City Clerk of the City of Baldwin Park hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 24 hours prior to the meeting of March 17, 2021. Marlen Garc' , City Clerk AGENDA BALDWIN PARK CITY COUNCIL SPECIAL VIRTUAL MEETING March 17, 2021 5:00 PM THE COUNCIL CHAMBER IS CLOSED TO THE PUBLIC IN ACCORDANCE WITH HEALTH OFFICIALS RECOMMENDATIONS In accordance with the Governor's Declarations of Emergency for the State of California (executive Orders N-25-20 and N-29-20) and the Governor's Stay at Home Order (Executive Order N-33-20), the Baldwin Park City Council Meetings are being conducted via teleconference to limit in-person attendance. Audio Streaming will be available at: F Ifeatured?view as=subscriber https.11www.youtube.comlchannellUCFLZO dQFRjy59rhiDZ13_q .__ http.-Abaldwinpark.granicus.co /ViewPublisher.ph ?view id=10 Audio Streaming Simultaneously in Spanish will be available at- https.11www. youtube.comlchannellUC3bPFBIHcoPIksIXgetmGcA L U SAS ,6'' 'B I L t ANAP Emmanuel J. Estrada - Mayor Alejandra Avila - Mayor Pro Tern Daniel Damian - Council Member Monica Garcia - Council Member Paul C. Hernandez - Council Member PLEASE TURN OFF ALL ELECTRONIC DEVICES PUBLIC COMMENTS COMENTARIOS DEL PUBLICO The public is encouraged to address the City Se invita al pOblico a difigirse al Concilio o Council or any of its Agencies listed on this cualquiera otra de sus Agencias nombradas en agenda. In accordance with Chapter 39 of esta agenda. De acuerdo con e/ capitulo 39 del the Baldwin Park Municipal Code, Speakers C6digo Municipal de la Ciudad de Baldwin Park, los must address the Council as a whole and comentaros deben se dirigidos al Concitio como refrain from making impertinent, slanderous, una sola entidad, y no ser impertinentes, or profane remarks or disrupt the peace of difamatorios, o profanos, o interrumpir la paz de la the meeting. reunion. CITY COUNCIL SPECIAL VIRTUAL MEETING – 5:00 P.M. CALL TO ORDER: ROLL CALL: Council Members: Daniel Damian, Monica Garcia, Paul C. Hernandez, Mayor Pro Tern Alejandra Avila, and Mayor Emmanuel J. Estrada PUBLIC COMMUNICATIONS If you wish to comment on agenda items, please email your name, City of residence, item number and a phone number where you will be available between the hours of 5:00 PM to 6:00 PM on March 17, 2021 to comments@baldwini2ark.com. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. In order to provide all with an equal opportunity to voice their concerns, staff needs time to compile and sort speaker cards received. As such, we respectfully request that you email your information between the posting of this agenda and 3:00 PM on March 17, 2021. If you are a non-English Speaker and require translation services in another language other than Spanish, or sign, please indicate your request in your communication 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. OPEN SESSION/STUDY SESSION • Mid -Year Budget Presentation Presented by Director of Finance, Rose Tam RECESS TO CLOSED SESSION 1. Conference With Legal Counsel—Existing Litigation Pursuant to paragraph (1) of subdivision (d) of Government Code Section 54956.9: Case Name: John Doe 1 v. John Doe S.V Case No. 20STCV37963 Case Name: City of Baldwin Park v. City of Irwindale Case No. BS163400 Case Name: Michael Hemmingway et al. v. City of Baldwin Park Case No. 21STCV07382 Case Name: Jason Adams et al. v. City of Baldwin Park Case No. 21 STCV07429 Case Name: Lolita Ignacio v. City of Baldwin Park Case No. 20-146557 2. Conference with Labor Negotiators Pursuant to Government Code Section 54957.6: Agency Designated Representative: Rebecca T. Green, Richards Watson Gershon, Shannon Yauchzee, Chief Executive Officer, and Laura Thomas, Human Resources/Risk Manager Employee Organizations: Service Employee International Union (SEIU) 3. Conference With Legal Counsel—Anticipated Litigation Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code Section 54956.9: Potential Case(s): Three (3) 4. Real Property Negotiations Pursuant to Government Code §54956.8: A. Property: 14030 Live Oak Avenue Negotiating Parties: City of Baldwin Park and Tony Kim and Shaun Szameit, Baldwin Park Distribution and Devise Distribution LLC 5. Real Property Negotiations Pursuant to Government Code §54956.8: B. Property: 4150 Puente Avenue (CAN 17-06) Negotiating Parties: City of Baldwin Park and Shaun Bershatski, RUKLI, Inc. C. Property: 13111 Spring Street & 428 Cloverleaf Drive (CAN 17-07) Negotiating Parties: City of Baldwin Park and Ming Hong Huang, 428 Cloverleaf, LLC. D. Property: 4145 Puente Avenue (CAN 17-01) Negotiating Parties: City of Baldwin Park and Edward Avakyan Jenome Research E. Property: 13467 Dalewood Street (CAN 17-09) Negotiating Parties: City of Baldwin Park and Darrin Oganesian and Ryan Oganesian, RD Baldwin Park F. Property: 5148 Bleecker Street (CAN 17-12) Negotiating Parties: City of Baldwin Park and Sergio Torres, Enrique Vega and Moses Acosta, Medical Grade Farms BP G. Property: 15023 Ramona Boulevard (CAN 17-13) Negotiating Parties: City of Baldwin Park and Shaun Szameit, Joshua Pierce and Kevin Huebner, Kultiv8 Group, LLC. H. Property: 4621 Littlejohn Street (CAN 17-15) Negotiating Parties: City of Baldwin Park and Teresa Tsai, GSC Capital Group I. Property: 4802 Littlejohn Street, Suite B (CAN 17-29) Negotiating Parties: City of Baldwin Park and Yichang Bai W&F International Corp. J. Property: 5175 Commerce Drive (CAN 17-18) Negotiating Parties: City of Baldwin Park and Linda Thong, Pacific Cultivation, LLC. K. Property: 15440,15442 and 15444 Arrow Highway (CAN 18-01) Negotiating Parties: City of Baldwin Park and Tim McCarty Ala Karte, LLC L. Property: 4802 Littlejohn Street (CAN 17-28) Negotiating Parties: City of Baldwin Park and Marco Perez and Ren Yoneyama, VRD, Inc. M. Property: 13460 Brooks Drive (CAN 17-31) Negotiating Parties: City of Baldwin Park and Sigrid Lopez and Artern Karapetyan, Green Health Industries, LLC. N. Property: Negotiating Parties O. Property: Negotiating Parties P. Property: Negotiating Parties 1516 Virginia Avenue (CAN 17-30) City of Baldwin Park and David Ju DJCBP Corp., dba Tier One Consulting 14551 Joanbridge Street (CAN 17-02) City of Baldwin Park and Tony Fong Baldwin Park Tale Corp. 5018 Lante Street City of Baldwin Park and Robert Gray Distinct Indulgence, Inc. Q. Property: Torch Street & Marlinda Avenue Negotiating Parties: City of Baldwin Park and TTJ Investments, LLC Avenue (APNs: 8550-020-079, 080, 081, 084, 085, 086 and 087) 6. Public Employment Pursuant to Government Code §54957: Position: CEO/City Manager RECONVENE IN OPEN SESSION REPORT FROM CLOSED SESSION ADJOURNMENT CERTIFICATION I, Marlen Garcia, City Clerk of the City of Baldwin Park hereby that, certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 24 hours prior to the meeting of March 17, 2021. oA Marlen Gar is City Clerk For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or e- mail Imorales@baldwinpark. com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE ll) BALDWIN PARK CITY COUNCIL REGULAR VIRTUAL MEETING March 17, 2021 7:00 PM THE COUNCIL CHAMBER IS CLOSED TO THE PUBLIC IN ACCORDANCE WITH HEALTH OFFICIALS RECOMMENDATIONS In accordance with the Governor's Declarations of Emergency for the State of California (executive Orders N-25-20 and N-29-20) and the Governor's Stay at Home Order (Executive Order N-33-20), the Baldwin Park City Council Meetings are being conducted via teleconference to limit in-person attendance. Audio Streaming will be available at: https.-Ilwww.youtube.comlchannellUCFLZO dDER Falfeatured?view as=subscriber jy59rhiQZ13_L_ http.-Abaldwinpark.granicus.com/ViewPublisher.phhp?view id=10 Audio Streaming Simultaneously in Spanish will be available at: https:llwww.voutube.com/channel/UC3bPFBIHcoPIks]X qetmGcA HUB CSF THE . . . . . . ... . . ... ..... .. . . 4 Cr J Emmanuel J. Estrada - Mayor Alejandra Avila - Mayor Pro Tern Daniel Damian - Council Member Monica Garcia - Council Member Paul C. Hernandez - Council Member PLEASE TURN OFF ALL ELECTRONIC DEVICES DURING THE MEETING. PUBLIC COMMENTS COMENTARIOS DEL PUBLICO The public is encouraged to address the City Se invita al pOblico a dirigirse al Concilio o cualquier Council or any of its Agencies listed on this otra de sus Agencias nombradas en esta agenda, agenda on any matter posted on the agenda para hablar sobre cualquier asunto publicado en la or on any other matter within its jurisdiction. agenda o cualquier tema que este bajo su In accordance with Chapter 39 of the jurisdicci6n. De acuerdo con e/ capitulo 39 del Baldwin Park Municipal Code, Speakers C6digo Municipal de la Ciudad de Baldwin Park, los must address the Council as a whole and comentaros deben se dirigidos al Concilio como refrain from making impertinent, slanderous, una sola entidad, y no ser impertinentes, or profane remarks or disrupt the peace of difamatorios, o profanos, o interrumpir la paz de la the meeting. reunion. CITY COUNCIL REGULAR VIRTUAL MEETING — 7:00 PM CALL TO ORDER INVOCATION PLEDGE OF ALLEGIANCE ROLL CALL Council Members: Daniel Damian, Monica Garcia, Paul C. Hernandez, Mayor Pro Tem Alejandra Avila, and Mayor Emmanuel J. Estrada REPORT FROM CLOSED SESSION ANNOUNCEMENTS Council are also members of the Board of Directors of the Housing Authority, and Finance Authority, which are concurrently convening with the City Council this evening and each Council Member is paid an additional stipend of $30 for attending the Housing Authority meeting and $50 for attending the Finance Authority meeting. PROCLAMATIONS COMMENDATIONS & PRESENTATIONS Affordable Housing Development Presentation for Proposed Development at 14617-14637 Ramona Boulevard Presented by George Lopez, Director of Project Development and Steve Hernandez, Director of Acquisitions for the Cesar Chavez Foundation • Women's History Month Proclamation Presented to Cruz Baca, President of the Women's Club American Red Cross Month 2021 Proclamation Presented to Erica Frausto-Aguado PUBLIC COMMUNICATIONS If you wish to comment, please email your name, City of residence, item number or topic and a phone number where you will be available between the hours of 7:00 PM to 8:00 PM on March 17, 2021 to comments@baldwingark.com. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. In order to provide all with an equal opportunity to voice their concerns, staff needs time to compile and sort speaker cards received. As such, we respectfully request that you email your information between the posting of this agenda and 5:00 PM on March 17, 2021. If you are a non-English Speaker and require translation services in another language, or sign, please indicate your request in your communication 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. City Council Agenda Page 2 CONSENT CALENDAR All items listed are considered to be routine business by the City Council and will be approved with one motion. There will be no separate discussion of these items unless a City Councilmember so requests, in which case, the item will be removed from the general order of business and considered in its normal sequence on the agenda. 1. City of Baldwin Park's Warrants and Demands Staff recommends that the City Council ratify the attached Warrants and Demands Register. 2. Treasurer's Report — January 2021 Staff recommends that Council receive and file the Treasurer's Report for January 2021. 3. Meeting Minutes Staff recommends that the City Council approve meeting minutes for the following City Council Meetings: Special City Council Meeting of March 3, 2021. Special City Council Meeting of March 9, 2021. Regular City Council Meeting of March 9, 2021. 4. Approve Resolution No. 2021.012 to Deny an Industrial Disability Retirement (IDR) Claim for Raymond Findley Staff recommends that the City Council deny the IDR. 5. Housing Element Progress Report 2020 It is recommended that the City Council receive and file the report. 6. Fiscal Year 2020-21 Mid -Year Budget It is recommended that the City Council: 1. Review the mid -year analysis and approve the mid -year revenue and expenditure projections for the fiscal year ending June 30, 2021; and 2. Authorize the Director of Finance to complete all necessary budget amendments and appropriations. 7. Request Approval for Spring Fest 2021 Staff recommends that the City Council: 1. Approve the Spring Fest; and 2. Authorize Staff to furnish salaries within the existing budgets; and 3. Authorize the Director of Finance to appropriate $3,500 for materials and supplies. 8. Approval to Enter into an Agreement between the City of Baldwin Park and Elizabeth M. Kessel, Inc. DBA Kessel & Megrabyan for Attorney Services It is recommended that the City Council approve the retention of Elizabeth M. Kessel, Inc., dba Kessel & Megrabyan. City Council Agenda Page 3 9. Second Reading of Ordinance No. 1458 Entitled: "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A STATUTORY DEVELOPMENT AGREEMENT WITH 6VIAND, INC. FOR THE MANUFACTURING OF CANNABIS RELATED PRODUCTS AT THE REAL PROPERTY LOCATED AT 5018 LANTE ST. (APN 8413-004-023) WITHIN THE CITY OF BALDWIN PARK" Staff recommends that the City Council read and adopt Ordinance No. 1458, entitled: "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A STATUTORY DEVELOPMENT AGREEMENT WITH 6VIAND, INC. FOR THE MANUFACTURING OF CANNABIS RELATED PRODUCTS AT THE REAL PROPERTY LOCATED AT 5018 LANTE ST. (APN 8413-004-023) WITHIN THE CITY OF BALDWIN PARK". CITY COUNCIL ACTING AS SUCCESSOR AGENCY OF THE DISSOLVED COMMUNITY DEVELOPMENT COMMISSION CONSENT CALENDAR All items listed are considered to be routine business by the City Council and will be approved with one motion. There will be no separate discussion of these items unless a City Councilmember so requests, in which case, the item will be removed from the general order of business and considered in its normal sequence on the agenda. SA -1 Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park Treasurer's Report — January 2021 Staff recommends that the Board receive and file the Treasurer's Report for January 2021. CITY COUNCIL ACTING AS SUCCESSOR HOUSING AGENCY OF THE DISSOLVED COMMUNITY DEVELOPMENT COMMISSION CONSENT CALENDAR All items listed are considered to be routine business by the City Council and will be approved with one motion. There will be no separate discussion of these items unless a City Councilmember so requests, in which case, the item will be removed from the general order of business and considered in its normal sequence on the agenda. HSA-1 Consideration of an Acquisition Loan Agreement with the San Gabriel Valley Habitat for Humanity, Inc., Nonprofit for the Purpose of Acquiring a Parcel of Real Property Located at 12779 Torch Street Staff is recommending that the City Council: 1. Approve SHA Resolution No. 2021-001, entitled "A Resolution of the City of Baldwin Park Acting Solely in its Capacity as the Designated Successor Housing Agency to the Former Community Development Commission of the City of Baldwin Park Approving an Acquisition Loan Agreement Between the City of Baldwin Park and the San Gabriel Valley Habitat for Humanity, Inc. (AKA Habitat) for the Purpose of Acquiring a Parcel of Real Property Located at 12779 Torch Street"; and 2. Authorize the Chief Executive Officer to execute the Acquisition Loan Agreement; and 3. Authorize the Chief Executive Officer and the City Attorney to carry out all subsequent and needed actions, including minor edits to documents, to complete the purchase of the property. City Council Agenda Page 4 PUBLIC HEARING 10.A Request to the City Council from the Planning Commission to Approve Development Agreement 20-02 to Allow the Conversion of a Double -Sided Static Billboard into a Double -Sided LED Digital, Billboard (Location: 12921 Garvey Avenue; Applicant: Outfront Media, LLC; Case Number: DA 20-02) Staff recommends that the City Council: 1. Adopt Resolution 2021-013 entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK RECOMMENDING THAT THE CITY COUNCIL APPROVE AND ADOPT (1) AN INITIAL STUDY AND NEGATIVE DECLARATION OF ENVIRONMENTAL IMPACT REPORT AND (2) DEVELOPMENT AGREEMENT 20-02 TO PERMIT THE CONVERSION OF AN EXISTING DOUBLE - SIDED STATIC BILLBOARD INTO A DOUBLE -SIDED LED DIGITAL BILLBOARD WITHIN THE 1-C, INDUSTRIAL -COMMERCIAL ZONE. (LOCATION: 12921 GARVEY AVENUE, APN: 8550-003-042 APPLICANT: OUTFRONT MEDIA LLC. CASE NUMBER: DA 20-02)."; and 2. Hold a Public Hearing and Introduce for first reading, by title only, Ordinance 1459, entitled, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH OUTFRONT MEDIA, LLC FOR THE APPROVAL OF A CONVERSION OF AN EXISTING DOUBLE SIDED STATIC BILLBOARD TO A DOUBLE SIDED DIGITAL LED BILLBOARD STRUCTURE AT THE REAL PROPERTY LOCATED AT 12921 GARVEY AVENUE ALONG THE 1-10 FREEWAY WITHIN THE CITY OF BALDWIN PARK". CITY COUNCIL / CITY CLERK / CITY TREASURER / STAFF REQUESTS & COMMUNICATION Request by Mayor Pro Tem Avila: • Update on the outreach being done to fill all vacant City Commissions. • Discussion and Direction to hold a Study Session on H.R. Policies and Procedures at the next council meeting. • City Council discussion and direction for staff to send out an RFQ for Public Relation Firms. City Council Agenda Page 5 ADJOURNMENT CERTIFICATION I, Marlen Garcia, City Clerk of the City of Baldwin Park hereby certify that, under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 11th day of March, 2021. oAfthVAUZ Marlen Garcia City Clerk For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at Imoralesp_baldwinpark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE II) City Council Agenda '.•- ITEM NO. 1 TO: Honorable Mayor and Members of the City Council FROM: Rose Tam, Director of Finance DATE: March 17, 2021 SUBJECT: City of Baldwin Park's Warrants and Demands SI IMMARY Attached is the Warrants and Demands Register for the City of Baldwin Park to be ratified by the City Council. RECOMMENDATION Staff recommends that the City Council ratify the attached Warrants and Demands Register. FISCAL IMPACT The payroll for the last period was $440,965.34 and the attached General Warrants Register was $763,226.40 for a total amount of $1,204,191.74. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous City Council meeting and the following is a summary of the payment released: 1. The last payroll of the City of Baldwin Park consists of check numbers 201047 to 201051 Additionally, Automated Clearing House (ACH) Payroll deposits were made on behalf of City Employees from control number 25758 to 25960 for the period February 7, 2021 through February 20, 2021, inclusive; these are presented and hereby ratified in the amount of $440,965.34. 2. General Warrants, with the bank drafts in the amount of $395,315.61 and checks from 231823 to 231968 in the amount of $367,910.79 for the period of February 18, 2021 to March 8, 2021, inclusive; in the total amount of $763,226.40 constituting of claims and demands against the City of Baldwin Park, are herewith presented to the City Council as required by law, and the same hereby ratified. LEGAL REVIEW Not Applicable ATTACHMENT 1. 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T.?i U dEMMM a AG�AA2 022 �v aaaaawaazl P,s 11 Q U 0 vl V1 h y N Vi Vi Vi � N Vi d A N N N N N N N N N N N N N r! N Ck N N N N N N N N C4 N N N N N N N (V N N N N N N N N N N N N N N N d 0 0 0 0 0 0 0 0 0 0 0 0 P g p q tl O 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 P P O q q q p 0 V N G N Ck C z1 C C ..G CI N N N N N N N N h h h Vn >n. h h . 'n . �00000 rr, In r, k M M M M M M n N r r3 rT rl N N N Ci N N N N N hi r+r rn rn M sn M mM M M M G4 O O O O d g O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 p q p O b d O O O O O O O O O O O O O O O O O iw d A O O O O O .+ .--c .• .-+ .+ .-+ •-+ •--� •-^ n � Vr �O [� M T O .-. N 7 � Vl m h 00 O� O� 6� Q} � Qv � � T a T Qi �D �D �O �O �O �O �p �O b �O �O �O �O �O �p W �D �D b b b �O �D •D r C- [� [� f� n l� h t, r l� [� l� N [� f~ f~ i� !` [� [� In V' V V '�Y 'd' 'et C✓l �� tl O O O O O O O O O O O O O P P g q q q b b 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C. 0 0 0 0 iv M A A A A A A A A A Q Q Q A A A A A A A A A A A A A A A A A A A A A A A A A A Q Q Q Q G1 Q Q Honorable Mayor and Members of the City Council Rose Tam, Director of Finance March 17, 2021 Treasurer's Report — January 2021 SUMMARY Attached is the Treasurer's Report for the month of January 2021. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that Council receive and file the Treasurer's Report for January 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report TO: u ;O , r 'r Tia' r FROM: v�aL�r' DATE: ko SUBJECT: JANOa Honorable Mayor and Members of the City Council Rose Tam, Director of Finance March 17, 2021 Treasurer's Report — January 2021 SUMMARY Attached is the Treasurer's Report for the month of January 2021. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that Council receive and file the Treasurer's Report for January 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report CITY OF BALDWIN PARK TREASURER'S REPORT 1/3112021 ESTIMATED F� INVESTMENT INTEREST PURCHASE MATURITY PAR CURRENT BOOK MARKET DESCRIPTION RATE DATE DATE VALUE PRINCIPAL VALUE VALUE State of California Local Agency Investment Fund (LAIF) City -Including General Fund& all other Special Revenue Funds 0.458% Varies Varies $ 26,814,078.13 $ 26,814,078.13 $ 26,814,078.13 $ 26,814,078.13 Housing Authority 0.458% Varies Varies 14,079.69 14,079.69 14,079.69 14,079.69 26,828,157.82 26,828,157.82 26,828,157.82 26,828,157.82 Certificate of Deposit 0.00 0.00 0.00 0.00 US Bank - Debt Service Trustee Accounts Fiscal Agent Funds(TrusVDebt Service Fund) Varies Varies Varies 6,761,629.48 6,761,629.48 6,761,629.48 6,761,629.48 Fiscal Agent Funds - Successor Agency (Trust/Debt Service Fund; Varies Varies Varies 99,456.00 99,456.00 99,456.00 99,456.00 6,861,085.48 6,861,085.48 6,861,085.48 6,861,085.48 $ 33,689,243.30 $ 33,689,243.30 $ 33,689,243.30 $ 33,689,243.30 Total Investments $ 33,689,243.30 Cash with Bank of the West City Checking 6,753,315.27 Money Market Plus 42,700.23 City Miscellaneous Cash 351,825.00 Successor Agency 1,051,820.15 Housing Authority 498,744.88 Financing Authority 11,700.00 Total Cash with Bank of the West 8,710,105.53 Investment Brokerage Capital Reserves (Divdend Option Cash) 257,691.25 Total Cash and Investments $ 42,657,040.08 * In accordance with AB X126,the Community Development Commission is dissolved effective January 31, 2012. The successor agency name is "The City of Baldwin Park as Successor Agency to the Community Development Commission of the City of Baldwin Park". There was one investment maturity and no purchase transactions made for the month of January 2021 and several deposits/withdrawals were made through the Local Agency Investment Fund. In compliance with the California Government Code Section 53646 et seq., I hereby certify that sufficient investment liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months that all investments are in compliance to the City's Statement of Investment Policy. Approved by: Rose Tam Director of Finance ITEM NO. 3 V-- �. ®' oTO: Honorable Mayor and Members of the City Council u OF" ? FROM: Lourdes Morales, Chief Deputy City Clerk " DATE: March 15, 2021 SUBJECT: Meeting Minutes SUMMARY The City Council held Special City Council Meetings on March 3, 2021 and March 9, 2021; and a Regular City Council Meeting on March 3, 2021. RECOMMENDATION Staff recommends that the City Council approve meeting minutes for the following City Council Meetings: Special Meeting Minutes of March 3, 2021 Special Meeting Minutes of March 9, 2021 Regular Meeting Minutes of March 9, 2021 FISCAL IMPACT There is no fiscal impact associated with this item. BACKGROUND Not applicable ALTERNATIVES Not applicable LEGAL REVIEW This report does not require legal review. ATTACHMENTS 1. Meeting minutes will be made available at the City Council Meeting. 0 RI IMMARY 4 TO: Honorable Mayor and Members of the City Council FROM: Shannon Yauchzee, Chief Executive Office Laura J. Thomas, Human Resources/Risk Manager DATE: March 17, 2021 SUBJECT: Approve Resolution No. 2021-012 to Deny an Industrial Disability Retirement (IDR) claim for Raymond Findley This report requests City Council's consideration and direction on the Determination of Disability for Raymond Findley as he has filed for an Industrial Disability Retirement (IDR). RECOMMENDATION Staff recommends that the City Council deny the IDR. BACKGROUND Mr. Findley retired from his employment effective August 6, 2020, and subsequently submitted a request for an IDR with CaIPERS. Mr. Findley was a Police Sergeant who had been employed by the City of Baldwin Park since October 22, 1995. During his career, he filed one workers compensation claim in 2011. The claim was resolved by Stipulations which included future medical care. According to Adminsure, the City's workers' compensation third party administrator (TPA), prior to Mr. Findley's retirement, there were no active workers compensation claims on file. Moreover, the City's TPA confirmed that Mr. Findley has no permanent disability. They further confirmed that Mr. Findley is only entitled to future medical care for the injury that occurred in 2011, and there was nothing in the record prohibiting Mr. Findley from performing the full range of duties as a Police Sergeant. Therefore, Mr. Findley's request for an IDR does not meet the appropriate criteria. In light of these facts, staff is requesting that City Council deny Mr. Findley's request at this time. LEGAL REVIEW Legal Review is not required for this item. ALTERNATIVES The alternative is to approve Mr. Findely's IDR. ATTAC H M E NTS 1. Resolution No. 2021-012 RESOLUTION NO. 2021-012 RESOLUTION OF CITY COUNCIL OF THE CITY OF BALDWIN PARK WHEREAS, the City of Baldwin Park, (hereinafter, referred to as "Agency") is a contracting agency of the California Public Employees' Retirement System (CaIPERS): WHEREAS, the California Public Employees' Retirement Law requires that a contracting agency determine whether an employee of such agency, in employment in which he is classified as a local safety member, is disabled for purposes of the California Public Employees' Retirement Law and whether such disability is "industrial" within the meaning of such law: WHEREAS, an application for industrial disability retirement of orthopedic (left ankle) condition from Raymond Findley employed by the Agency in the position of Police Sergeant has been filed with CalPERS; And WHEREAS, the City Council of The City of Baldwin Park has reviewed the medical and other evidence relevant to such alleged disability. (1) Pursuant to the authority delegated to me by action of City Council of The City of Baldwin Park (hereinafter referred to as Agency) March 17, 2021 and pursuant to the authority under Government Code section 21173, after review of medical and other evidence relevant thereto, I hereby determine that Raymond Findley, a local safety member of the California Public Employees' Retirement System (CaIPERS) employed by the Agency, is not incapacitated within the meaning of the California Public Employees' Retirement Law for performance of his duties in the position of Police Sergeant for his orthopedic (left ankle) condition. I hereby certify under penalty of perjury that this determination was made on the basis of competent medical opinion and was not used as a substitute for the disciplinary process. If the disciplinary process occurred before the member's separation from employment, all relevant personnel documents were forwarded to CaIPERS for determination of the member's eligibility for disability retirement and CaIPERS' determination that the member is eligible to apply for disability retirement was obtained prior to starting the process of determination. PASSED, APPROVED, AND ADOPTED this 17th day of March 2021. EMMANUEL J. ESTRADA MAYOR ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELESSS: CITY OF BALDWIN PARK I, MARLEN GARCIA, City Clerk of the City of Baldwin Park do hereby certify that the foregoing Resolution No. 2021-012 was duly adopted by the City Council of the City of Baldwin Park at a regular meeting thereof held on March 17, 2021 and that the same was adopted by the following vote to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: MARLEN GARCIA CITY CLERK S1 TO: Honorable Mayor and City Councilmembers FROM: Ben Martinez, Director of Community Development PREPARED BY: Melissa Chipres, Associate Planner DATE: March 17, 2021 SUBJECT: Housing Element Progress Report 2020 SUMMARY Consideration for City Council approval of the City's Housing Element Progress Report for 2021, as required by the State of California Housing and Community Development Department (HCD). RECOMMENDATION It is recommended that the City Council receive and file the report. FISCAL IMPACT There is no fiscal impact resulting from this item. BACKGROUND The Housing Element is one of the seven mandatory elements required for the City's General Plan, and it specifies ways in which housing needs of existing and future resident populations can be met. State law requires that each city and county update their Housing Element on a pre -determined cycle. The 2014-2021 Housing Element is comprised of five sections: (1) Needs Assessment; (2) Housing Constraints; (3) Housing Resources; (4) Review of previous Accomplishments from the 2008-2013 Housing Element; and (5) the Housing Plan. The City's Regional Housing Needs Allocations are summarized in Table #1 below by income level. The number of units assigned to Baldwin Park for the 2014-2021 period was 557 housing units. It should be noted that the City is not required to construct these units, but rather plan for them through the Zoning Code development standards and the Housing Programs adopted as part of the 2014-2021 Housing Element. TABLE #1 CITY'S REGIONAL HOUSING NEEDS ALLOCATION INCOME GROUP % OF COUNTY MFI* NUMBER OF UNITS PERCENTAGE OF TOTAL UNITS Above -Moderate Income 120%+ 242 43.1 % Moderate Income 81-120% 90 16.2% Low Income 51-80% 83 15.3% Very Low Income 0-50% 142 25.3% TOTAL 557 100% The Housing Element Annual Progress Report (Attachment #1), is comprised of several tables, and summarizes activity that took place during the 2020 calendar year. Activity includes Housing Development Applications Submitted (summarized in Table #2 below), Annual Building Activity for new construction including entitled, permits and completed units, Regional Housing Needs Allocation Progress for permitted units issued by affordability, and Program Implementation Status. In 2020, building permits were issued for 16 new housing units; 16 were comprised of Above -Moderate Income Units. TABLE #2 BUILDING ACTIVITY 2020—NEW CONSTRUCTION Pursuant to California Government Code Section 65400, local governments shall prepare and provide an annual report on the progress of the City's Housing Element for the previous calendar year to the City Council, Office of Planning and Research (OPR), the Department of Housing and Community Development (HCD). LEGAL REVIEW None Required. ATTACHMENTS 1. Housing Element Progress Report for the 2020 Calendar Year % OF NUMBER OF NEW PERMITS TOTAL UNITS INCOME GROUP COUNTY ISSUED BY AFFORDABILITY REMAINING BY MFI* INCOME LEVEL Above -Moderate 120%+ 16 0 Income Moderate Income 81-120% 0 88 Low Income 51-80% 0 66 Very Low Income 0-50% 0 95 TOTAL 16 249 Pursuant to California Government Code Section 65400, local governments shall prepare and provide an annual report on the progress of the City's Housing Element for the previous calendar year to the City Council, Office of Planning and Research (OPR), the Department of Housing and Community Development (HCD). LEGAL REVIEW None Required. ATTACHMENTS 1. Housing Element Progress Report for the 2020 Calendar Year lei a III I 2020 CALENDAR YEAR Note: Units serving extremely low-income households are included in the very low- income permitted units totals Cells in grey contain auto -calculation formulas ANNUAL ELEMENT PROGRESS REPORT This table is auto -populated once you enter your jurisdiction name and current year data. Past year information comes from previous APRs Housing Element Implementation Please contact HCD if your data is different than the material supplied here (CCR Title 25 §6202) Note: units serving extremely low-income households are included in the very low-income permitted units totals Cells in grey contain auto -calculation formulas ITEM NO. 6 TO: Honorable Mayor and Members of the City Council FROM: Rose Tam, Director of Finance DATE: March 17, 2021 4SUBJECT: Fiscal Year 2020-21 Mid -Year Budget SUMMARY The purpose of this report is to provide City Council with the mid -year budget performance and a projection for the remainder of the fiscal year. RECOMMENDATION It is recommended that the City Council: 1. Review the mid -year analysis and approve the mid -year revenue and expenditure projections for the fiscal year ending June 30, 2021; and 2. Authorize the Director of Finance to complete all necessary budget amendments and appropriations. FISCAL IMPACT Based on the projections, the total General Fund revenues will be $29,459,813 and expenditures will be $29,478,181. The General Fund expenditures will exceed revenues resulting in an estimated small deficit of $18,368. The General Fund deficit is projected to reduce by $331,668 from the original adopted budget of $350,037 due to the better than expected revenues received. The total Special Revenue and Other Funds revenues will be $49,270,997 and expenditures will be $58,672,811 which included all capital improvement projects. BACKGROUND A mid -year budget review is a tool that provides City Council and staff an opportunity to review the status of the current budget and determine if any mid -course adjustments are necessary. Additionally, the City's Fiscal Accountability Policy states that a mid -year budget review is to be prepared by staff and presented to the City Council. The mid -year budget report estimates the revenues, expenditures, and projected fund balances at June 30, 2021. The original adopted General Fund revenues were $28,304,288 and was revised to $29,459,813. Based on the better than expected revenues received as of February 2021, we projected the total revenues will increase $1,155,525. The increases in revenues are mainly from property tax, property tax in lieu of VLF, franchise tax, sales tax, COVID reimbursement, construction related permit fees, engineering fees, and an one-time settlement payment from the Materials Recovery Facility and Transfer Station in the City of Irwindale. Due to the impact of COVID, we have also seen decreases in revenue from parking citation, fees from Recreation related programs, and the drop in interest rates. The original adopted General Fund expenditures were $28,654,325 and was revised to $29,478,181 with an increase of $823,857. The increases in expenditures are mainly from reinstating the jail service, legal fees, and transfer to the Lease Revenue Refunding Bonds for the Community Center. We also had savings from salaries mainly from the combination of retirement and resignation of the police officers. We also have salary savings from the Recreation part-time positions because of COVID many programs have been closed. Due to the operation needs, Public Works requests to unfreeze six positions: Assistant Engineer, Sr. Maintenance Worker, and Public Works Maintenance Assistants (part-time). Planning requests to unfreeze the Assistant Planner position. In this mid -year presentation, we have also included a budget for the newly created BPROUD Utility District Fund # 450. This budget does not include the City personnel cost. The Executive Team and City staff will continue to monitor and control expenditures and strive to seek additional revenue. We will continue to provide assistance to the City Council as we work together towards a better future for the citizens and business owners of Baldwin Park. LEGAL REVIEW None Required. ATTACHMENTS 1. Projected City -Wide Fund Balance as of June 30, 2021. 2. General Fund Reserve Bar Chart - Fiscal Year 2020-21 Projected. 3. BPROUD proposed budget for FY 2020-21. 4. Proposed Mid -Year detailed (line item) budget will be available on the City's Website under Finance by March 16, 2021. City of Baldwin Part Fiscal Year 2020-2021 Projected Fund Balance at June 30, 2021 Fund Fund Description Audited Fund Balance 06/30/2020 2021 Projected Revenues 2021 Projected Transfers In 2021 2021 Projected Projected Expenditures Transfers Our Proj ected Fund Balance 06/30/2021 General Fund: 205 Federal Asset Forfeiture 291,421 50,500 0 266,490 100 General Fund* 25,203,837 29,459,813 0 28,681,472 796,710 25,185,469 200 Future Development Fund** 4,449,816 48,000 128,420 616,519 0 4,009,717 210 Community Enhancement Fund** 658,631 4,000 0 0 0 662,631 Subtotal - General Fund $ 30,312,284 $ 29,511,813 $ 128,420 $ 29,297,991 $ 796,710 $ 29,857,816 Internal Services Funds: 0 0 170,751 0 0 220 401 Information and Support Services 371,107 915,273 0 948,557 0 337,823 402 Fleet Services 923,859 1,037,986 0 975,697 0 986,148 403 Internal Insurance (5,714,055) 3,739,068 0 3,729,501 0 (5,704,488) 404 Capital Equipment 43,771 122,700 0 0 0 166,471 Subtotal - Internal Services Funds $ (4,375,318) $ 5,815,027 $ - $ 5,653,756 $ - $ (4,214,047) Special (Restricted) Funds: Authority Funds: 205 Federal Asset Forfeiture 291,421 50,500 0 266,490 0 75,431 206 State Asset Forfeiture 93,352 400 0 87,800 0 5,952 207 Local Law Enforcement BlockGrant 15,213 100 0 0 0 15,313 208 Law Enforcement Development Impact 163,820 40,600 0 121,000 0 83,420 209 AB74 Public Safety Enhancement 170,751 0 0 170,751 0 0 220 Community Development BlockGrant (172,463) 965,105 0 694,226 478,065 (379,649) 221 H.O.M.E. (Home Investment Partnership Prograt 1,071,388 1,528,508 0 1,525,744 0 1,074,152 222 CAL Home 16,756 500 0 0 0 17,256 223 Economic Development Act Revolving Loan 538 0 0 0 0 538 230 AB1693 Business Improvement Fees 54,533 85,500 0 116,137 0 23,896 231 Air Quality Management 248,119 98,000 0 263,365 0 82,754 234 ParkFees (Quimby Act) 2,523,846 160,000 0 2,237,386 0 446,460 235 General Plan Fees 1,075,817 40,000 0 564,778 0 551,039 236 Public Art Fees 685,366 40,500 0 503,018 0 222,848 240 Gasoline Tax (156,826) 1,810,254 0 1,828,678 0 (175,250) 241 Surface Transportation Program (73,439) 0 0 0 0 (73,439) 243 Bicycle and Pedestrian Safety 330 50,100 0 50,000 0 430 244 Proposition A 206,521 1,717,548 0 1,890,387 0 33,682 245 Proposition C 880,807 1,354,223 0 2,482,576 0 (247,546) 246 AB939Integrated Waste Management 69,131 330,000 0 406,363 0 (7,232) 247 Oil Recycling Grant 35,491 20,000 0 17,124 0 38,367 249 Storm Drains NPDS 82,164 60,200 0 94,870 0 47,494 250 Assessment District 391,133 12,630 0 0 0 403,763 251 Street Lighting and Landscape 999,043 1,788,148 0 2,674,072 0 113,119 252 Parks Maintenance Assessment District 83 848,936 0 909,317 0 (60,298) 253 Proposition A - Parks 0 60 120,432 121,962 0 (1,470) 254 Measure R Local Return 673,981 1,017,007 0 1,708,734 0 (17,746) 255 Measure M (92,456) 1,146,540 1,895,000 2,991,149 586,969 (629,034) 256 S131 Road Repair & Accountability 676,792 1,331,287 0 1,929,632 0 78,447 257 Traffic Mititgation Fees (39,205) 12,600 0 0 0 (26,605) 258 Measure W (2,624) 720,000 0 524,950 0 192,426 260 Summer Lunch Program 0 0 7,672 7,672 0 (0) 270 Grants Fund 510,005 8,088,846 0 6,800,344 0 1,798,507 271 Police Grants Fund 224,271 101,200 0 330,941 0 (5,470) 280 Cooperative Agreements Contributions (399,383) 400,000 0 0 0 617 301 Building Reserve 9,928 0 0 0 0 9,928 450 BPROUD Utility District 0 4,064,228 0 3,934,368 128,420 1,440 Subtotal Special Funds $ 10,234,204 $ 27,883,519 $ 2,023,104 $ 35,253,833 $1,193,454 $ 3,693,540 TOTAL GENERAL, INTERNAL SERV., & SPECIAL FUNDS: $ 36,171,170 $ 63,210,359 $ 2,151,524 $ 70,205,580 $1,990,164 $ 29,337,310 Financing Authority Funds: 601 Debt Service 486,272 100 478,065 478,065 0 486,372 610 COP Lease Payment (69,402) 0 668,606 592,982 0 6,222 625 Gas Tax Debt Service 7 0 0 0 0 7 630 Bond Issuance SGR Refi 0 0 0 0 0 0 635 BPFA/PM 2003 Tax Alloc 32,614 0 0 0 0 32,614 636 BPFA 1990 Tax Alloc 0 0 0 0 0 0 637 BPFA/CSD 1990 Refunding Loan 142 0 0 0 0 142 650 Pension Obligation Bond 713,832 0 0 100 0 713,732 651 Pension Obligation Bond 2019 (689,751) 3,846,680 0 3,846,680 0 (689,751) 660 Measure M Rev Bond 6,708,790 99,000 586,969 586,969 1,895,000 4,912,790 Subtotal Financing Authority Funds $ 7,1.82,504 $ 3,945,780 $ 1,733,640 $ 5,504,796 $1,895,000 $ 5,462,128 Attachment 4 Audited 2021 2021 2021 2021 Proj ected Fund Balance Projected Projected Projected Projected Fund Balance Fund Fund Description 06/30/2020 Revenues Transfers In Expenditures Transfers Oui 06/30/2021 Successor Agency Funds: 800 RDA Obligation Retirement Capital Protects 801 SG River Capital Prj 802 Puente/Merced Capital Prj 803 W Ramona Capital Prj 804 Cntrl Business Dist Capital Prj 805 Delta Capital Prj 806 Sierra Vista Capital Prj Subtotal Capital Projects Debt Service 831 SG River Debt Sery 832 Puente/Merced Debt Sery 833 W Ramona Debt Sery 834 Cntrl Business Dist Debt Sery 835 Delta Debt Sery 836 Sierra Vista Debt Sery 837 BP Merged 2000 Refinance 838 BP Merged 2000 Refinance Subtotal Debt Service Low/Mod Housing 890 Low/Mod Income Housing Subtotal Low/[Mod Housing TOTAL SUCCESSOR AGENCY FUNDS: Housing Authority: 901 Housing Voucher Choice 905 Public Housing 910 CIAP Subtotal Housing Authority Funds $ 1,158,895 $ $ - $ - $ $ 1,158,895 296,363 0 0 0 0 296,363 (5,978) 0 0 0 0 (5,978) 81,136 0 0 0 0 81,136 (15,864) 0 0 0 0 (15,864) (2,171) 0 0 0 0 (2,171) 1,687,107 0 193,575 193,575 0 1,687,107 $ 2,040,594 $ $ 193,575 $ 193,575 $ $ 2,040,594 (717,394) 0 0 0 0 (717,394) 632,270 0 0 0 0 632,270 (248,704) 0 0 0 0 (248,704) (1,280,169) 0 0 0 0 (1,280,169) (167,416) 0 0 0 0 (167,416) 720,048 0 0 0 0 720,048 33,731 0 0 0 0 33,731 515,184 1,391,073 0 1,380,330 193,575 332,352 $ (512,450) $ 1,391,073 $ - $ 1,380,330 $ 193,575 $ (695,282) $ 7,347,633 $ 143,500 $ - $ 822,804 $ - $ 6,668,329 7,347,633 143,500 0 822,804 0 6,668,329 $ 10,034,672 $ 1,534,573 $ 193,575 $ 2,396,709 $ 193,575 $ 9,172,536 351,403 5,864,403 0 5,861,902 0 353,904 423,378 50,694 22,322 80,946 0 415,448 0 23,940 0 0 22,322 1,618 $ 774,781 $ 5,939,037 $ 22,322 $ 5,942,847 $ 22,322 $ 770,971 COMBINED GRAND TOTAL- ALL FUNDS $ 54,163,127 $ 74,629,749 $ 4,101,061 $ 84,049,932 $4,101,061 $ 44,742,944 *The Projected General Fund Reserve Balance at June 30, 2021 is: $ 9,712,315 *'* The Future Development Fund and Community Enhancement Fund were merged with the General Fund. However, these funds are committed for future / special projects pending City Council approval. Attachment 4 (Continued) $10,000,000 $9,000,000 $8,000,000 $7,000,000 $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $0 General Fund Reserve Bar Chart -- Fiscal Year 2020-21 Projected 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Projected Note: This table does not include the Future Development Fund or Community Enhancement Fund. Attachment 2 BPROUD Utility District Overview Fiscal Year 2020-21 Revenue: Energy Sales Revenue Total Revenue Expenditures: Energy Procurement: Professional Fees CalChoice Fees 386,933 Data Management Fees 155,000 Graphic Design Services 5,188 SCE Service Fees 25,500 Postage Residential Launch Notices 22,995 Commercial Launch Notices 20,000 Joint Rate Comparison Mailer 10,000 Transfer Out to Future Development Fund for start-up costs Total Expenditures $ 4,064,228 $ 41064,228 $ 3,308,752 $ 572,621 $ 52,995 $ 128,420 Surplus (Deficit) $ 1,440 Attachment 3 STAF ITEM NO. 7 TO: Honorable Mayor and Members of the City Council FROM: Manuel Carrillo Jr., Director of Recreation & Community Services DATE: March 17, 2021 SUBJECT: Request Approval for Spring Fest 2021 SUMMARY The purpose of this staff report is for the City Council to approve the Spring Fest to be held on Saturday, April 3, 2021. RECOMMENDATION Staff recommends that the City Council: 1) Approve the Spring Fest; and 2) Authorize Staff to furnish salaries within the existing budgets; and 3) Authorize the Director of Finance to appropriate $3,500 for materials and supplies. FISCAL IMPACT The fiscal impact to fund the Spring Fest is approximately $3,500 for materials and supplies. The Police Department has sufficient staff to provide adequate coverage for the event and will not incur over -time. Public Works Department will expend approximately $2,400 staff cost within the existing budget under the special revenue funds. Recreation & Community Services Department will expend approximately $3,000 in salaries of which $500 is full-time and $2,500 is part-time within the existing budget. BACKGROUND In 2019 the Spring Fest was hosted in collaboration with Arbor Day festivities. Over 3,000 children enjoyed an egg hunt with healthy snacks, toy -filled eggs, free arts & crafts, access to the Bunny Brunch, environmental booths with giveaways, and baskets for the golden egg winners. The event was not included in the approved FY 2020-2021 Budget. This year due to Covid-19 and to comply with State and County protocols, Staff recommends for the Spring Fest to be a drive-thru event. The proposed drive-thru event is schedule to be held on Saturday, April 3, 2021 from 10:00am to 12:30pm at Morgan Park. A drive-thru event complies with all safety measures recommended by the State and County. The event activities include a scavenger egg hunt from their vehicles for six (6) large eggs to be hidden throughout the route. A total of 1,000 vehicles will receive a spring goodie bag with 25 toy -filled eggs to enjoy a safe and socially distanced stay-at-home egg hunt. In addition, the Spring Bunny will be onsite to take photos with a decorative background, participants will remain in their vehicles at all times during the event. ALTERNATIVES The City Council may elect not to host the event this year. LEGAL REVIEW None required. ATTACHMENTS 1) Exhibit A-1 Spring Fest - English Flyer 2) Exhibit A-2 Spring Fest - Spanish Flyer 3) Exhibit A-3 Spring Fest Map of Event Route EXHIBIT A - 1 EXHIBIT A - 2 EXHIBIT A - 3 Honorable Mayor and City Councilmembers Robert Tafoya, City Attorney March 17, 2021 SUBJECT: Approval to Enter into an Agreement between the City of Baldwin and Elizabeth M. Kessel, Inc., dba Kessel & Megrabyan for Attorney Services The City Council received recommendations from Mr. Rothans regarding conflict counsel. Mr. Rothans recommended the Kessel firm. Based on Mr. Rothans' recommendation, it is recommended that City Council retain Elizabeth M. Kessel, Inc., dba Kessel & Megrabyan to provide legal advice, representation, negotiations, and investigations for the case entitled John Doe S. V. v. John Doe J. Ms. Kessel will represent a former Baldwin Park police officer because there is a conflict between Mr. Rothans, the City's lawyer, and the former police officer. The City Attorney's office negotiated with Ms. Kessel to reduce her hourly fee from $450 per hour to $250 per hour. RECOMMENDATION It is recommended that the City Council approve the retention of Elizabeth M. Kessel, Inc., dba Kessel & Megrabyan FISCAL IMPACT The municipal code requires City Council approval for any agreements that may exceed $24,999. The cost of legal services with Elizabeth M. Kessel, Inc., dba Kessel & Megrabyan will likely exceed $24,999 and will depend upon the amount of time spent on legal matters at the following billing rates: • Partners $250/hour • Sr. Associates $200/hour • Paralegals/Assts $100/hour The City Council has already retained Ms. Kessel on a contract limited to $24,999. Because the legal fees will likely exceed that amount, the City is entering into this retainer not limited to $24,999. BACKGROUND The City is required to retain special legal counsel in the matter entitled John Doe S.V. v. John Doe 1. The law firm of Kessel & Megrabyan, amongst other things, specializes in defense matters and is willing and capable of defending the former Baldwin Park police officer at the above -listed billing rates. LEGAL REVIEW This report has been reviewed and approved by the City Attorney as to legal form and content. ATTACHMENTS 1. Agreement for Legal Services KESSEL & MEGRABYAN 500 S. GRAND AVE., SUITE 1640 LOS ANGELES, CA 90057 213-383-2800 AGREEMENT FOR LEGAL SERVICES This Agreement is made and entered into as of February 9, 2021 between Elizabeth M. Kessel, Inc., dba Kessel & Megrabyan ("Attorney") and the City of Baldwin Park ("City") under which Attorney will provide legal services to City on the terms set forth below. 1. CONDITIONS This Agreement will not take effect, and Attorney will have no obligation to provide legal services, until: (a) City returns a signed copy of this Agreement; and (b) Attorney acknowledges acceptance of representation by counter -signing this Agreement and returning a fully executed copy to City. Upon satisfaction of these conditions, this Agreement will be deemed to take effect as of January 21, 2021. 2. SCOPE OF SERVICES AND ATTORNEYS' DUTIES City hires Attorney to represent Christopher Carlos ("Client"), identified as a "John Doe" in the lawsuit titled John Doe S.V. v. John Doe 1, John Doe 2, et. al., Los Angeles Superior Court No. 20STCV37963. Attorney will provide those legal services reasonably required to represent Client. Attorney will take reasonable steps to keep City informed of all information about the case except privileged material and information relevant to the conflict of interest between City and Client. Attorney shall report to City on all significant developments, including but not limited to changes that affect the budget and/or liability analysis of the defense of the case. Any information disclosed shall not be deemed a waiver of the privilege as to any other party. Attorney shall provide its best professional judgment in recommending courses of action with respect to the defense of Client. Attorneys will represent Client through trial and post -trial motions only under this Agreement. 3. PERSONNEL Elizabeth M. Kessel will be the Attorney's partner in charge of this matter and lead attorney representing Client, and will be working with others in Attorney's firm on an as -needed basis, including partners and senior associates, paralegals, and legal assistants. 4. CITY'S DUTIES City agrees to be truthful with Attorney and not withhold information. Further City agrees to cooperate, to keep Attorney informed of any information or developments which may come to City's attention, to abide by this Agreement, and to pay Attorney's bills on time. City will assist Attorney by timely providing necessary information and documents, and generally to Contract for Legal Services With Kessel & Megrabyan 1 cooperate fully with Attorney in all matters related to the preparation and presentation of Client's defenses. 5. LEGAL FEES AND BILLING PRACTICES City agrees to pay by the hour at Attorney's rates as set forth below for all time spent on representation of Client's matter by Attorney and Attorney's legal personnel. Current hourly rates for legal personnel are as follows: Partners 250/hour Sr.Associates 200/hour Paralegals/Assts 100/hour The time charged will include, but is not limited to, the time Attorney personnel spend on telephone calls, e-mails and other electronic communications relating to Client's matter, including calls and e-mails with Client and/or City, witnesses, opposing counsel, court personnel or other persons. The legal personnel assigned to Client's matter may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. Likewise, if it is deemed necessary that more than one of the legal personnel attends a meeting, court hearing or other proceeding, each will charge for the time spent. Time is billed in minimum increments one-tenth (A) of an hour. Attorney will charge for waiting time in court and elsewhere and for travel time, both local and out of town. 6. COSTS AND OTHER CHARGES (a) Attorney will incur various costs and expenses in performing legal services under this Agreement. City agrees to pay for all costs, disbursements and expenses in addition to the hourly fees. The costs and expenses commonly include, service of process charges, filing fees, court and deposition reporters' fees, translator/interpreter fees, jury fees, notary fees, deposition costs, court call costs, videography costs, sanctions if awarded against Attorney by the court, messenger and other delivery fees, postage, outside photocopying and other reproduction costs, travel costs including parking, mileage, transportation, meals and hotel costs, investigation expenses, consultants' fees, expert witness, professional, mediator, arbitrator and/or special master fees and other similar items. The foregoing external costs and expenses will be charged at Attorney's cost with no additional surcharge. Internal charges are billed at the following rates: (1) mileage — IRS Standard Mileage Rate; (2) in-house printing, faxing, and photocopying—.10 cents per page; (4) postage at cost; and (5) computerized legal research at cost. (b) Experts, Consultants and Investigators. To aid in the preparation or presentation of Client's case, it may become necessary to hire expert witnesses, consultants or investigators. City agrees to pay such fees and charges. Attorney will select any expert witnesses, consultants or investigators to be hired, with consultation with City, and City Contract for Legal Services With Kessel & Megrabyan 2 will be informed of persons chosen and their charges. (c) Attorney will obtain City's consent before incurring any costs in excess of $500.00. Attorney will advance costs, as needed, up to $999.00. Any invoices for costs Attorney incurs or need to incur related to Attorney's services under this Agreement will be forwarded to City for direct payment, and City agrees to pay such invoices. 7. BILLS Attorney will send City monthly bills for fees and costs incurred. Each bill will be payable within 30 days of its mailing or emailing date. Bills for the fee portion of the bill will include the amount, rate, basis for calculation, or other method of determination of the Attorney's fees. Bills for the cost and expense portion of the bill will clearly identify the costs and expenses incurred and the amount of the costs and expenses. City agrees to promptly review all bills rendered by Attorney and to promptly communicate any objections, questions, or concerns about their contents. 8. CITY APPROVAL NECESSARY FOR SETTLEMENT Attorney will not make any settlement or compromise of any nature of any of Client's claims without City's prior approval. City retains the absolute right to accept or reject any settlement. 9. DISCHARGE AND WITHDRAWAL City may discharge Attorney at any time. Attorney may withdraw with City's and/or Client's consent or for good cause or if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law. Among the circumstances under which Attorney may withdraw are: (a) with the consent of City and/or Client; (b) City and/or Client's conduct renders it unreasonably difficult for the Attorney to carry out the employment effectively; and/or (c) City fails to pay Attorney's fees or costs as required by this Agreement. Notwithstanding the discharge, City will remain obligated to pay Attorney at the agreed rates for all services provided and to reimburse Attorney for all costs advanced. 10. DISCLAIMER OF GUARANTEE AND ESTIMATES Nothing in this Agreement and nothing in Attorney's statements to City or Client will be construed as a promise or guarantee about the outcome of the matter. Attorney makes no such promises or guarantees. Attorney's comments about the outcome of the matter are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or guarantees. 11. PROFESSIONAL LIABILITY INSURANCE DISCLOSURE Pursuant to California Rule of Professional Conduct 1.4.2(a), Attorney hereby informs City in writing that Attorney has professional liability insurance. Contract for Legal Services With Kessel & Megrabyan 3 12. ENTIRE AGREEMENT This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties. 13. SEVERABILITY IN EVENT OF PARTIALINVALIDITY If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. . MODIFICATION BY SUBSEQUENT AGREEMENT This Agreement may be modified by subsequent agreement of the parties only y an instrument in writing sighed by both of them. 4 EFFECTIVE This Agreement will govern all legal services performed by Attorney bre behalf of City commencing ith the date Attorneyfirst performed services. THE TI TO THEM AS OF THE DATEFIRST PROVIDED SERVICES. City of Baldwin a TED By: Shannon Yauchzee, City Manager DATED: w Kessel & Megrabyan f /6y: Elizabeth essel, Esq. February 9, 2021 contract for Legal Sevices With 9tesse-1 & tMegrabbran ITEM NO. 9 TO: Honorable Mayor and Members of the City Council ? ' FROM: Lourdes Morales, Chief Deputy City Clerk DATE: March 17, 2021 SUBJECT: Second Reading of Ordinance No. 1458 Entitled: "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A STATUTORY DEVELOPMENT AGREEMENT WITH 6VIAND, INC. FOR THE MANUFACTURING OF CANNABIS RELATED PRODUCTS AT THE REAL PROPERTY LOCATED AT 5018 LANTE ST. (APN 8413-004-023) WITHIN THE CITY OF BALDWIN PARK" SUMMARY This report requests City Council's consideration to approve the Second Reading of Ordinance No. 1458 to enter into a development agreement with 6Viand, Inc. for the manufacturing of cannabis. Ordinance No. 1458 was introduced for first reading during a regular meeting of the City Council on March 3, 2021. RECOMMENDATION Staff recommends that the City Council read and adopt Ordinance No. 1458, entitled: "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A STATUTORY DEVELOPMENT AGREEMENT WITH 6VIAND, INC. FOR THE MANUFACTURING OF CANNABIS RELATED PRODUCTS AT THE REAL PROPERTY LOCATED AT 5018 LANTE ST. (APN 8413-004-023) WITHIN THE CITY OF BALDWIN PARK". FISCAL IMPACT Not Applicable BACKGROUND Ordinance No. 1458 was introduced for first reading during a regular meeting of the City Council held on March 3, 2021. ALTERNATIVES Not Applicable LEGAL REVIEW Not Applicable ATTACHMENTS 1. Attachment "A" - Ordinance No. 1458 ORDINANCE NO. 1458 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A STATUTORY DEVELOPMENT AGREEMENT WITH 6VIAND, INC. FOR THE MANUFACTURING OF CANNABIS RELATED PRODUCTS AT THE REAL PROPERTY LOCATED AT 5018 LANTE ST. (APN 8413-004-023) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a Statutory Development Agreement with the City of Baldwin Park has been or will be executed; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on February 10, 2021, to receive comments and consider recommendation to City Council of the proposed Statutory Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held or will hold a duly noticed public hearing pursuant to law on the Agreement on March 3, 2021; and WHEREAS, the City Council has reviewed the Statutory Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Statutory Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Statutory Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Statutory Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Statutory Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5; and WHEREAS, as required by law, the City Council will conduct a first reading to the proposed ordinance on March 3, 2021. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BALDWIN PARK DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Statutory Development Agreement Projects (DA 21-01) will not have a significant impact of the environment and is Categorically Exempt pursuant to Article 19, Section 15301, Class 1, `Existing Facilities'. Furthermore, the location is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Statutory Development Agreements: 1. The Statutory Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other industrial uses within the area. The adoption of cannabis related manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on- going campaign with local businesses to hire local residents. This Statutory Development Agreement requires that a minimum of 10% of the businesses workforce shall consist of Baldwin Park residents. 2. The Statutory Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3. The Statutory Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Statutory Development Agreement is in conformance with the general area and City as a whole as it is located within the 1, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Security measures for the facility include, alarms, video surveillance, and a comprehensive employee training program. 4. The Statutory Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Statutory Development Agreement (Reference Attachments #2 through #5 to the Planning Commission and City Council staff report dated March 3, 2021) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Statutory Development Agreement, in the form as attached hereto as Exhibit "A" and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. First read at a regular meeting of the City Council of the City of Baldwin Park held on the March 3, 2021 and adopted and ordered published at a regular meeting of said Council on the 17th day of March, 2021. PASSED, APPROVED, AND ADOPTED this 17th day of March, 2021. EMMANUEL J. ESTRADA MAYOR ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS: CITY OF BALDWIN PARK I, Marlen Garcia, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was introduced and placed upon its first reading at a regular meeting of the City Council on March 17, 2021. Thereafter, said Ordinance No. 1458 was duly approved and adopted at a regular meeting of the City Council on March 17, 2021 by the following vote to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: MARLEN GARCIA, CITY CLERK ITEM NO. SA -1 Honorable Chair and Board Members of the Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park Rose Tam, Director of Finance March 17, 2021 Treasurer's Report — January 2021 SUMMARY Attached is the Treasurer's Report for the month of January 2021. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer's Report for January 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report TO: O r 'r�y ko FROM: JANOa�`�� DATE: SUBJECT: ITEM NO. SA -1 Honorable Chair and Board Members of the Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park Rose Tam, Director of Finance March 17, 2021 Treasurer's Report — January 2021 SUMMARY Attached is the Treasurer's Report for the month of January 2021. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer's Report for January 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report CITY OF BALDWIN PARK TREASURER'S REPORT 1/3112021 ESTIMATED F� INVESTMENT INTEREST PURCHASE MATURITY PAR CURRENT BOOK MARKET DESCRIPTION RATE DATE DATE VALUE PRINCIPAL VALUE VALUE State of California Local Agency Investment Fund (LAIF) City -Including General Fund& all other Special Revenue Funds 0.458% Varies Varies $ 26,814,078.13 $ 26,814,078.13 $ 26,814,078.13 $ 26,814,078.13 Housing Authority 0.458% Varies Varies 14,079.69 14,079.69 14,079.69 14,079.69 26,828,157.82 26,828,157.82 26,828,157.82 26,828,157.82 Certificate of Deposit 0.00 0.00 0.00 0.00 US Bank - Debt Service Trustee Accounts Fiscal Agent Funds(TrusVDebt Service Fund) Varies Varies Varies 6,761,629.48 6,761,629.48 6,761,629.48 6,761,629.48 Fiscal Agent Funds - Successor Agency (Trust/Debt Service Fund; Varies Varies Varies 99,456.00 99,456.00 99,456.00 99,456.00 6,861,085.48 6,861,085.48 6,861,085.48 6,861,085.48 $ 33,689,243.30 $ 33,689,243.30 $ 33,689,243.30 $ 33,689,243.30 Total Investments $ 33,689,243.30 Cash with Bank of the West City Checking 6,753,315.27 Money Market Plus 42,700.23 City Miscellaneous Cash 351,825.00 Successor Agency 1,051,820.15 Housing Authority 498,744.88 Financing Authority 11,700.00 Total Cash with Bank of the West 8,710,105.53 Investment Brokerage Capital Reserves (Divdend Option Cash) 257,691.25 Total Cash and Investments $ 42,657,040.08 * In accordance with AB X126,the Community Development Commission is dissolved effective January 31, 2012. The successor agency name is "The City of Baldwin Park as Successor Agency to the Community Development Commission of the City of Baldwin Park". There was one investment maturity and no purchase transactions made for the month of January 2021 and several deposits/withdrawals were made through the Local Agency Investment Fund. In compliance with the California Government Code Section 53646 et seq., I hereby certify that sufficient investment liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months that all investments are in compliance to the City's Statement of Investment Policy. Approved by: Rose Tam Director of Finance ITEM NO. HSA-1 TO: Honorable Mayor and Members of the City Council acting as ,HU r the Housing Successor Agency " FROM: Benjamin Martinez, Community Development Director WOO) DATE: March 17, 2021 SUBJECT: Consideration of an Acquisition Loan Agreement with the San Gabriel Valley Habitat for Humanity, Inc., Nonprofit for the Purpose of Acquiring a Parcel of Real Property Located at 12779 Torch Street SUMMARY A request for consideration from the City Council of the City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin Park (hereinafter "City Council") to execute an Acquisition Loan Agreement with the San Gabriel Valley Habitat for Humanity, Inc. (hereinafter "Habitat") for the purpose of acquiring a parcel of real property to eventually develop an affordable housing project. RECOMMENDATION Staff is recommending that the City Council: 1. Approve Resolution SAH No. 2021-001, entitled "A Resolution of the City of Baldwin Park Acting Solely in its Capacity as the Designated Successor Housing Agency to the Former Community Development Commission of the City of Baldwin Park Approving an Acquisition Loan Agreement Between the City of Baldwin Park and the San Gabriel Valley Habitat for Humanity, Inc. (AKA Habitat) for the Purpose of Acquiring a Parcel of Real Property Located at 12779 Torch Street"; and 2. Authorize the Chief Executive Officer to execute the Acquisition Loan Agreement; and 3. Authorize the Chief Executive Officer and the City Attorney to carry out all subsequent and needed actions, including minor edits to documents, to complete the purchase of the property. FISCAL IMPACT The loan funds will come from the city's Low and Moderate Income Housing Fund approved in the FY 20-21 Mid -Year Budget in an amount not -to -exceed $1,500,000. The funds will be loaned interest free. BACKGROUND Habitat for Humanity is a world renowned nonprofit organization, which was founded in 1976 to focus on addressing housing needs. For a number of years city staff has been engaging representatives from Habitat to find affordable housing projects in the city. To date, Habitat has purchased two homes in Baldwin Park that are being rehabbed and will eventually be sold to income qualifying families. Through these discussions the city also made Habitat aware of the subject property at 12779 Torch Street, which has stood vacant for some time but had the potential for significant residential project. This property was recently put on the market and Habitat approached the city about partnering to acquire the site. With City Council consent staff continued to discuss the project, which has led to the development of this Acquisition Loan Agreement. With this agreement the city would agree to provide an interest free loan to Habitat for the purposes of acquiring the site and with the eventual goal of developing an affordable housing project. If the project with Habitat falls through, the land reverts to the City, in which case the City will pursue another affordable project with another organization. ALTERNATIVES The City Council may decide to (1) execute the Acquisition Loan Agreement with Habitat; (2) not to execute the Acquisition Loan Agreement with Habitat; or (3) choose to negotiate further on the project. LEGAL REVIEW This report and the Acquisition Loan Agreement has been reviewed and approved by the City Attorney as to legal form and content. ATTACHMENT 1. Resolution SAH No. 2021-001 2. Acquisition Loan Agreement 3. Declaration of Covenants, Conditions and Restrictions (SALES RESTRICTIONS) 4. Deed of Trust 5. Escrow Instructions 6. Promissory Note • • •IIP I II A RESOLUTION OF THE CITY OF BALDWIN PARK ACTING SOLELY IN ITS CAPACITY AS THE DESIGNATED SUCCESSOR HOUSING AGENCY TO THE FORMER COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK APPROVING AN ACQUISITION LOAN AGREEMENT BETWEEN THE CITY OF BALDWIN PARK AND THE SAN GABRIEL VALLEY HABITAT FOR HUMANITY, INC. (AKA HABITAT) FOR THE PURPOSE OF ACQUIRING A PARCEL OF REAL PROPERTY LOCATED AT 12779 TORCH STREET WHEREAS, the City of Baldwin Park has identified the need for the construction of affordable housing; and WHEREAS, the City of Baldwin Park has identified the real property at 12779 Torch Street, which has stood vacant for years as a potential site for the construction of an affordable housing project; and WHEREAS, the City of Baldwin has identified Habitat as a valuable partner with their extensive experience and expertise in developing affordable housing projects; and WHEREAS, the shared goal of increasing the supply of affordable housing opportunities of the City of Baldwin Park and Habitat align; and WHEREAS, the development of the long vacant site will stimulate further investment in an area of need; and WHEREAS, the execution of an Acquisition Loan Agreement between the City of Baldwin Park and Habitat will formalize this partnership to ultimately develop an affordable housing project at 12779 Torch Street. NOW THEREFORE BE IT HEREBY RESOLVED, by the City of Baldwin Park Acting Solely in its Capacity as the Designated Successor Housing Agency to the Former Community Development Commission of the City of Baldwin Park as follows: 1. That the City Council of Baldwin Park hereby approves and ratifies the Acquisition Loan Agreement and all subsequent documents attached hereto as Exhibit "A". 2. That the Chief Executive Officer or his designee is hereby authorized and directed to execute the Acquisition Loan Agreement. 3. That the Chief Executive Officer and the City Attorney are hereby authorized to carry out all subsequent and needed action, including minor edits to documents, to complete the purchase of the property. 4. This project will be in full compliance with the requirements of the California Environmental Quality Act as amended, California Public Resources Code, Section 2100 et seq. and all applicable state and local ordinances and regulation enacted pursuant hereto. 5. This Resolution shall take effect immediately upon its adoption. The City Clerk shall certify as to the adoption of this City Council Resolution. PASSED, APPROVED, AND ADOPTED this 17th day of March 2021. EMMANUEL J. ESTRADA MAYOR ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS: CITY OF BALDWIN PARK I, MARLEN GARCIA, City Clerk of the City of Baldwin Park do hereby certify that the foregoing Resolution No. 2021-001 was duly adopted by the City Council of the City of Baldwin Park at a regular meeting thereof held on March 17, 2021 and that the same was adopted by the following vote to wit: AYES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: MARLEN GARCIA CITY CLERK ACQUISITION LOAN AGREEMENT (Habitat -12779 Torch Street) THIS ACQUISITION LOAN AGREEMENT ("Agreement") is dated as of the 17th day of March, 2021, by and between San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation ("Borrower"), and the City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin Park ("Lender") as follows: I 7 DEG Ii IFR 1fy A. Borrower intends to acquire that certain 0.81 -acre parcel of real property generally located at 12779 Torch Street in Baldwin Park, California ("Property"). Borrower's acquisition of the Property will be financed by :Borrower entirely using a loan from the Lender in the original principal amount of One Million Thousand and No/100 Dollars ($1, .00) ("Loan"). B. Lender and Borrower desire by this Agreement for the Borrower to agree to construct a to -be -designed new construction for -sale affordable housing complex (collectively, the "Project") on the vacant parcels that comprise the Property. Lender and Borrower intend to amend this Agreement or enter into a separate agreement once the specific details of the Project and the sales of the Affordable Units develop and are agreed to by Lender and Borrower. All development of the Property shall be subject to the review and approval of the Lender. All of the dwelling units in the Project shall be sold to, and at a price which is affordable to, persons whose incomes are at or below eighty percent (80%) of the Area Median Income, as defined below. C. Borrower acknowledges that Lender is funding the Loan from Lender's Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the California Health and Safety Code. Borrower agrees that all of the Loan shall be used for purposes that are eligible under the applicable provisions of the California Health and Safety Code. D. The Loan shall be evidenced by the Note. The Note shall not bear interest. Upon completion of construction of the Project, the Loan shall be divided up and assumed by each of the purchasers of Affordable Units. This Agreement and the Note shall be secured by the Deed of Trust. NOW, THEREFORE, in furtherance of the recitals stated above, the mutual covenants set forth below, the parties agree, promise and declare as follows: 1. Definitions. The following terms shall have the meanings set forth below: "Affordable Units," or individually an "Affordable Unit," means the to -be -designed new construction for -sale affordable dwelling units that shall be constructed by Borrower on the Property. 1 "Agreement" means this Acquisition Loan Agreement. "Area Median Income" means the area median income defined by the Department of Housing and Urban Development (.HUD), as adjusted in order to comply with the California Community Redevelopment Law (Health & Safety Code Section 33000, et seq.). "Borrower" means San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation. "City" means the City of Baldwin Park. "Closing" means the close of escrow for Borrower's acquisition of the Property and the Borrower's closing on the Loan, which shall occur concurrently. "Lender" means the City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin Park. "Loan" means the acquisition loan from Lender to Borrower in the original principal amount of One Million Thousand and No/ 100 Dollars ($1, .00). "Note" means a promissory note, in a form and format approved by Lender in the Lender's sole discretion, evidencing the Loan, executed by Borrower in favor of the Lender at Closing. The Note is hereby incorporated herein by reference. "Declaration" means a declaration of covenants, conditions and restrictions, in a form and format approved by Lender in the Lender's sole discretion, which shall restrict the sale and occupancy of all of the Affordable Units as set forth in the Declaration. The Declaration shall provide a preference for sales of the Affordable Units to households with at least one member who resides within the City, as that person's primary place of residence, to the maximum extent allowed by law. "Deed of Trust" means the deed of trust securing the Note, Declaration and this Agreement, in a form and format approved by Lender in the Lender's sole discretion, which shall be recorded as an encumbrance against the Property at Closing. "Escrow" means the escrow depository and disbursement services to be performed by the Escrow Agent pursuant to the provisions of this Agreement. "Escrow Agent" means "Escrow Instructions" means the Escrow Instructions being delivered by the Lender to Escrow Agent concurrently with the delivery of this Agreement to Escrow Agent. N "Hazardous Materials" means 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 State Government. Provided, however, the term "Hazardous Materials" shall not include substances typically used in the ordinary course of developing, operating and maintaining residential projects in California or small amounts of chemicals, cleaning agents and the like commonly employed in routine household uses in a manner typical of occupants in other similar properties, provided that such substances are used in compliance with applicable laws. "Project" has the meaning set forth in Recital B, above. "Property" means that certain 0.81 -acre parcel of real property generally located at 12779 Torch Street in Baldwin Park, California. 2. Acquisition Loan. Lender will fund the Loan to Borrower according to and upon the terms and conditions set forth in this Agreement. The proceeds of the Loan shall be used by Borrower solely for the purpose of acquiring the Property. (a) Loan Amount. The amount of the Loan shall not exceed One Million Thousand and No/ 100 Dollars ($1, .00). (b) Promissory. (1) The Loan shall be evidenced by the Note executed by Borrower, in favor of Lender, in the original principal amount of One Million Thousand and No/ 100 Dollars ($1, .00). Prior to the timely completion of construction of the Project, the Loan and the Note shall be fully recourse to Borrower. Upon timely completion of construction of the Project, the Loan and Note shall be non-recourse to Borrower. (2) The Note shall not bear interest. Notwithstanding anything to the contrary contained in this Agreement, the Note or any other document or agreement executed in conjunction herewith, the Note shall be due and payable in full prior to or concurrently with any sale, conveyance, transfer or further encumbrance of all or any portion of the Property without the consent of the Lender. The Note may be prepaid in whole or in part at any time and from time to time, without notice, premium or penalty. The obligations of Borrower under the Declaration shall be independent of, and in addition to, Borrower's obligations under this Agreement. Repayment of the Note shall not terminate or otherwise affect the Declaration. (3) Should Borrower agree to or actually sell, convey, transfer, further encumber or dispose of the Property or any interest in the same, without first obtaining the written consent of the holder of the Note (i.e., the Lender), which consent shall be granted or withheld at the sole discretion of the holder of the Note, then all obligations secured by the Note may be declared due and payable at the option of the holder of the Note. The consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. The Declaration shall remain in place whether or not Lender approves or disapproves a successor -in -interest. 3 (4) Upon completion of construction of the Project, each purchaser of an Affordable Unit shall execute a promissory note ("Individual Note") in an amount equal to the quotient of the original principal amount of the Note (i.e., Sl, .00) divided by the number of Affordable Units in the Project. Execution of each Individual Note by the purchaser of an Affordable Unit shall be deemed partial satisfaction of the Note. The Individual Notes shall be in forms approved by the CEO of the Lender, shall not bear interest and no payments shall be due, except in the event of a default by a purchaser of an Affordable Unit. Each Individual Note shall be secured by a deed of trust made by the purchaser of an Affordable Unit in favor of the Lender. 3. Deed of Trust. Upon the close of Escrow, as security for the Loan and the Declaration, Borrower shall execute, acknowledge, deliver and cause the Deed of Trust to be recorded against the Property. A copy of this Agreement shall not be attached to and recorded as part of the Deed of Trust but any breach of or misrepresentation under this Agreement shall, upon the expiration of any applicable notice and cure period(s), constitute an event of default under the Deed of Trust. At Closing the Deed of Trust shall be recorded in a position subordinate to the Declaration, but superior to all monetary liens on the Property. 4. Subsequent Financing. No further loan, deed of trust, or encumbrance, shall be placed by Borrower upon any portion of the Property without first obtaining the express written consent of Lender. As and whenever requested by Borrower, such approval will not be unreasonably delayed or withheld by Lender. Any such unconsented to financing shall constitute a material breach of this Agreement. Further, during any Lender approved refinancing or subsequent encumbrance, Lender shall be provided ALTA title insurance or endorsements acceptable to Lender, at the cost and expense of Borrower. Said written consent shall be at Lender's sole discretion. Without the express written consent of Lender such subsequent financing is void. As used in this Agreement, the approval of the Lender shall mean the approval of the CEO of the Lender. 5. Funding. Lender's obligation to fund the Loan shall be and is specifically conditioned upon the Lender approving all documents with respect to Borrower's acquisition of the Property, the Lender approving the preliminary title reports concerning the Property, payment of all taxes due and payable on the Property, issuance of an ALTA Lender's policy insuring the Loan satisfactory to the Lender, satisfaction of all conditions precedent to Lender's obligation to fund the Loan contained in this Agreement, and satisfaction of those conditions set forth in Section 15 of this Agreement. 6. Affordability Restrictions. The obligation of Lender to make and fund the Loan hereunder is subject to the execution, and recordation of the Declaration against the Property. At Closing, the Declaration shall be recorded in a position superior to all monetary liens on the Property. The Declaration shall be binding and enforceable against all heirs, successors and assigns of Borrower. Borrower acknowledges that the Lender is funding the Loan from the Borrower's Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the California Health and Safety Code. Borrower agrees that all of the Loan shall be used for purposes that are eligible under the applicable provisions of the California Health and Safety Code. The Declaration shall require all dwelling units at the Property to be sold as Affordable Units. The number of Affordable 2 Units, the bedroom composition, affordability levels and sales prices shall be as approved by the CEO of the Lender. Borrower and its successors in interest to the Project and/or the Property shall strictly comply with all of the terms and conditions of the Declaration. Any default under the Declaration, which continues uncured after any applicable notice and cure period provided in the Declaration, shall be a default under this Agreement, the Note and the Deed of Trust. 7. No Partnership or Joint Venture. The relationship between Lender and Borrower created by this Agreement shall not be one of partnership or j oint venture, but rather shall be one of secured lender and borrower. 8. Insurance. Borrower shall take out and maintain during the term of the Declaration, and shall cause its contractors and subcontractors to take out and maintain until completion of construction of the Project, a comprehensive general liability policy in the amount of not less than $2,000,000 combined single limit policy for the contractor and not less than $1,000,000 combined single limit policy for subcontractors, and a comprehensive automobile liability policy in the amount of $2,000,000 combined single limit for the contractor and not less than $1,000,000 combined single limit policy for subcontractors, or such other policy limits as the Lender may approve at its discretion, including contractual liability, as shall protect Borrower, Lender and the City from claims for such damages. Such policy or policies shall be written on an occurrence form. Borrower shall also furnish or cause to be furnished to Lender evidence satisfactory to Lender that Borrower, and any contractor with whom it has contracted for the performance of work on the :Property or otherwise pursuant to this Agreement, carries workers' compensation insurance as required by law. Borrower shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by Lender setting forth the general provisions of the insurance coverage. This countersigned certificate shall name City and Lender and their respective councilmembers, officers, agents, and employees as additionally insured parties under the policy, and the certificate shall be accompanied by a duly executed endorsement evidencing such additional insured status. Coverage provided hereunder by Borrower shall be primary insurance and not be contributing with any insurance maintained by Lender or City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of City and Lender. 9. Assignability. (a) Borrower shall not assign any interest in this Agreement and shall not transfer any interest in the same (whether by assignment or novation) without the prior written approval of the Lender. Any assignment without the prior written consent of the Lender shall be voidable, at the election of the Lender. (b) Borrower shall not amend, modify, restate, revoke or rescind its Articles of Incorporation or convert to any other type of entity without the prior written consent of Lender. 10. Borrower Liability. The Borrower shall be responsible for all injuries to persons and/or all damages to real or personal property of the Lender or others, caused by or resulting from the negligence and/or breach of this Agreement, by Borrower, Borrower's employees, contractors, 5 subcontractors and/or Borrower's agents during the construction of, or arising out of, the construction of the Project and/or the breach of this Agreement, except those arising from the sole active negligence or sole willful misconduct of the Lender. Borrower shall defend and hold harmless and indemnify the Lender, the City, and all of their councilmembers, agents, officers, representatives, directors and employees from all liabilities, causes of action, demands costs, damages, judgments, expenses and claims (collectively "Claims") by any person resulting from the negligence and/or breach of this Agreement, by Borrower, Borrower's employees, contractors, subcontractors and/or Borrower's agents, arising out of the construction of the Project and/or the breach of this Agreement. Borrower shall defend any Claims, at the sole cost and expense of Borrower, with counsel of the indemnified party's choosing, provided that Borrower's obligation with respect to fees of indemnified party's counsel shall be limited to reasonable fees. 11. Ownership of Materials and Documents. Any and all sketches, drawings, tracings, field survey notes, computations, plans, details and other materials and documents prepared by or on behalf of Borrower pertaining to the Property shall be the property of Lender upon a default by Borrower. Borrower shall deliver such materials and documents to Lender whenever requested to do so by Lender. Notwithstanding the foregoing, the Lender's rights to the materials delineated in the immediately preceding sentence shall be subordinate to the rights of any senior institutional lender with respect to the same. Lender shall have the right to have duplicate copies of such materials and documents for their file, at the cost and expense of Lender, upon written request even if Borrower is not in default under the terms of this Agreement. 12. Indemnification. (a) Environmental Indemnity. Borrower agrees to indemnify, defend and hold the Lender, the City, and all of their councilmembers, agents, officers, representatives, directors and employees ("Indemnified Parties") harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, reasonable attorneys' fees), resulting from, arising out of, or based upon any of the following: (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Property or the :Project, or (ii) the violation, or alleged violation, of any applicable statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Property or the Project. The indemnification of the Indemnified Parties by Borrower set forth in this Section 12 shall apply regardless of when the Hazardous Materials came to be on, under, in or about the Property or the Project, including without limitation whether the Hazardous Materials came to be on, under, in or about the Property or the Project prior to Borrower's acquisition of an interest in the Property or the Project. This indemnity shall include, without limitation, any damage, liability, fine, penalty, or parallel indemnity arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment. The indemnity provided in this Section 12 does not include any condition arising solely as a result of the gross negligence or Co affirmative acts of the Indemnified Parties. Notwithstanding anything contained in this Agreement to the contrary, Borrower's duty to indemnify the Indemnified Parties as set forth in this Section 12 shall survive and remain an outstanding obligation of Borrower after termination of this Agreement. (b) General Indemnity. (1) Definitions. (A) Claims. "Claims" means any Claims as set forth in Section 10, above, or any and all threatened, pending or completed claims, actions, suits, proceedings, arbitrations, grand jury proceedings or investigations, damages, liabilities, injunctive relief, injuries to person or property, fines, penalties, causes of action, losses, costs, expenses and judgments whether civil, criminal, administrative or investigative, and any one or more appeals therefrom. (B) Expenses. "Expenses" means reasonable attorneys' fees, retainers, court costs, staff time, transcripts, reasonable fees of experts, reasonable witness fees, arbitration fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all and all other direct or indirect costs and disbursements associated with any Claims, including without limitation expenses of establishing a right to indemnification under this Section 12. (C) Indemnified Parties. "Indemnified Parties" means the Lender, the City, and all of their councilmembers, agents, officers, representatives, directors and employees (individually an "Indemnified Party"). (D) Liabilities. "Liabilities" means the obligations (including an obligation incurred by way of settlement) to pay any judgment, settlement, penalty, interest, assessment, Claim, cost, expert witness fee and award of attorneys' fees. (2) Indemnification. Borrower hereby agrees to indemnify, protect and hold harmless the Indemnified Parties from and against any and all Claims incurred by or asserted against any Indemnified Party, which arise directly or indirectly, in whole, in part or in any way, from the Loan, the Property, the Project, the Affordable Units or from any other approval or action whatsoever in connection with the Property or the Project, except to the extent of the gross negligence or willful misconduct of an Indemnified Party. (3) Payment of Liabilities and Expenses. Borrower further agrees to pay any and all Liabilities and Expenses incurred by any and all Indemnified Parties with respect to any Claims which arise directly or indirectly, in whole, in part or in any way from the Loan, the Property, the Project, the Affordable Units or from any other approval or action whatsoever in connection with the Project, except to the extent of the gross negligence or willful misconduct of an Indemnified Party. 7 (4) Separate Rights of Action. A separate right of action hereunder shall arise each time an Indemnified Party acquires knowledge of any matters described herein. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action. (5) Right to Defend. Each Indemnified Party shall have the right, but not the obligation, to conduct its own defense with respect to any Claims and to retain legal counsel of its own choosing. :Borrower shall pay for or reimburse any such Indemnified Party for any and all Expenses and Liabilities incurred by such Indemnified Party, as such Expenses and Liabilities are incurred. An Indemnified Party's election to defend itself as provided in this Section, shall not in any way limit the Borrower's obligation to reimburse and pay for any and all Liabilities and Expenses incurred by the Indemnified Parties with respect to any Claims; provided, however, any Indemnified Party may elect in its sole discretion to demand that the Borrower defend and pay all Expenses with respect to any Claims, provided the Claims if determined adversely to such Indemnified Party, would be covered by the foregoing indemnification provisions. Upon any such demand by any Indemnified Party, :Borrower shall defend and pay all Expenses and Liabilities with respect to such Claims; such defense shall be at the Borrower's sole cost and expense and by counsel reasonably approved by such Indemnified Party. (6) Survival. Borrower's duty to indemnify shall survive and remain an outstanding obligation of Borrower upon the termination of this Agreement. 13. Termination. This Agreement and the relationship created herein shall terminate upon full satisfaction of all of Borrower's obligations, and those of Borrower's successors, if approved by the Lender, under this Agreement. The obligations of Borrower include, but are not limited to, those obligations arising under the Declaration, the provisions of which shall survive repayment of the Loan. 14. Default by Borrower. (a) Notwithstanding anything to the contrary set forth herein, in the event of a material default by Borrower in the performance of any of the terms, covenants and conditions contained in this Agreement, the Note, the Deed of Trust or the Declaration after expiration of the cure period set forth in Section 14(b) or 14(c) hereof, or as a result of a default past any applicable notice and cure period under any prior or junior note secured by an encumbrance on the Property or any portion of it, or any note or deed of trust given in conjunction herewith, or in the event of the filing of a bankruptcy proceeding by or against Borrower which is not dismissed within one hundred twenty (120) days, all sums disbursed or advanced by Lender, plus interest, shall at the option of Lender immediately become due and payable and Lender shall have no obligation to disburse any further funds, or otherwise, and Lender shall be released from any and all obligations to Borrower under the terms of this Agreement. These remedies shall be in addition to any and all other rights and remedies available to Lender, either at law or in equity. (b) If a non -monetary event of default occurs under the terms of this Agreement, the Note, the Deed of Trust or the Declaration, prior to exercising any remedies hereunder or M. thereunder, the Lender shall give Borrower written notice of such default indicating in reasonable detail the nature of the default. If the default is capable of being cured within ninety (90) calendar days after such notice is received or deemed received, Borrower shall have such period to effect a cure prior to exercise of remedies by the Lender. If the default is such that it is not capable of being cured within ninety (90) days in the Lender's reasonable discretion and Borrower (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as the Lender determines, in its reasonable discretion, is necessary to cure the default prior to exercise of any remedies by the Lender. If such default is not timely cured, then the Lender may proceed with all or any of its rights and remedies as set forth herein, in the Declaration and/or the Deed of Trust. (c) In the event of any monetary default by the Borrower under the terms of this Agreement, the Note, the Deed of Trust or the Declaration, the Lender shall give Borrower a thirty (30) day written notice of default, during which time the Borrower shall have the ability to cure the monetary default. If the default is not timely cured, the Lender may proceed with all rights and remedies under the terms of the Loan or at law. 15. Conditions to Lender Obligations. The obligation of Lender to make and fund the Loan is subject to satisfaction of all of the conditions set forth in this Section 15, which may be satisfied concurrently with Closing. (a) Closing on the Property. The Borrower shall have acquired, or will concurrently with the Closing acquire, the Property. (b) Execution of Documents. This Agreement, the Note, Deed of Trust and Declaration, fully executed by the Borrower, shall have been delivered to the Escrow Agent along with all other fully executed security documents and instruments provided for herein and/or as required by Lender. (c) Commitment to Issue Title Policy. The Escrow Agent shall be irrevocably committed to issue and deliver to the Lender a standard form ALTA Lender's Policy of Title Insurance, insuring Lender's security interest in the Property under the Deed of Trust in an amount equal to the original principal amount of the Loan. Which ALTA Lender's Policy of Title Insurance shall be paid for by Borrower. (d) Compliance with Obligations. Borrower shall have strictly complied with, and performed, all terms and conditions of the documents executed by Borrower in connection with this Agreement and the Loan. (e) Insurance Certificates. Borrower shall have delivered all certificates of insurance and additional insured endorsements. (f) Additional Conditions. Such other conditions as Lender shall reasonably request. I 16. Borrower's Representations and Warranties. Borrower represents and warrants to the Lender that: (a) Borrower is a validly and lawfully formed corporation, is in good standing under California law and will remain such for the term of this Agreement. (b) Execution of this Agreement, the Deed of Trust, Declaration and all other documents executed in conjunction herewith have been duly authorized by resolution of the Borrower, and such execution shall not result with the passage of time or the giving of notice or both in breach of or in acceleration of performance under any contract or document to which Borrower may be a party. (c) All required approvals have been obtained in connection with Borrower's execution of this Agreement, and all related instruments, agreements and documents to the effect that no breach of or acceleration of performance under any agreement or document to which Borrower is a party will result from such execution. (d) Funds advanced by Lender pursuant to the Loan: (i) are advanced wholly for the benefit of Borrower; (ii) shall be used solely for the acquisition of the Property; and (iii) shall be used for purposes that are eligible under the applicable provisions of the California Community Redevelopment Law (California Health & Safety Code Section 33000, et seq.). (e) Any default by Borrower under the terms of this Agreement shall not relieve Borrower from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to Lender, when such inaccuracies, defects and incomplete work are due to Borrower's fault, including the fault of Borrower's subcontractors, agents, partners, joint venturers and employees. (f) Borrower shall comply with the Declaration at all times during the term of the Declaration. 17. Performance Milestones. Borrower shall satisfy all of the requirements set forth in this Section 17 on or before the dates set forth below, failure to do so shall be a default under this Agreement. Any of the foregoing deadlines may be extended by mutual agreement of the Borrower and the CEO of the Lender or his/her designee and any approval by the Lender set forth in this Section means the approval of the CEO of the Lender or his/her designee. (a) Acquisition. Borrower shall close the Escrow and acquire the Property on or before April 3, 2021. (b) Site :Plan Approval. Borrower shall obtain the Lender's approval of a site plan for the Project and the Property, which shall include the number of Affordable Units and the locations of the same, on or before August 31, 2022. (c) Design Approval. Borrower shall obtain the Lender's approval of the design drawings for the Project and the Property on or before October 31, 2022. Iff (d) Building Permits. Borrower shall obtain building permits for construction of the Project on the Property on or before March 31, 2023. Before commencement of construction of the Project or other works of improvement upon the Property, Borrower shall, at Borrower's sole expense, secure or cause to be secured any and all land use and other entitlements, permits and approvals which may be required by the City or any other governmental agency affected by such construction or work. The Lender shall not be responsible in any way for, the processing of Borrower's building permits or other permit applications with the City. The execution of this Agreement does not constitute the granting of or a commitment to obtain any required land use permits, entitlements or approvals. (e) Construction Commencement. Borrower shall commence construction of the Project on the Property on or before April 1, 2023. All construction costs whatsoever shall be borne by Borrower, including without limitation the cost of planning, designing, developing and constructing of all of the Project, as well as site preparation and grading. (f) Completion of Construction. Borrower shall complete construction of the Project on the Property (evidenced by issuance of certificates of occupancy for all of the Affordable Units) on or before July 31, 2024. (g) Landscapes. Borrower shall obtain the Lender's approval of the landscaping plan for the Project and complete installation of the same on or before August 31, 2024. (h) Sales of Affordable Units. Borrower shall sell all of the Affordable Units at a price which is affordable to, persons whose income is at or below eighty percent (80%) of the Area .Median Income on or before December 31, 2024. 18. Remedies. (a) Contract Governed by Laws of the State of California. This Agreement, the performance of this Agreement, and all suits and special proceedings under this Agreement, shall be constituted in accordance with the laws of the State of California. In any action, special proceeding, or other proceeding that may be brought arising out of, under or because of this Agreement, the laws of the State of California and the United States, to the extent applicable, shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which the action or special proceeding may be instituted. (b) Standing, Remedies; Cumulative Remedies. Borrower expressly agrees and declares that Lender or any successor or public agency shall be the proper party and shall have standing to initiate and pursue any and all actions or proceedings, at law or in equity, including but not limited to foreclosure under any security instrument securing performance hereunder, to enforce the provisions hereof and/or to recover damages for any default hereunder, which default continues uncured after any applicable notice and cure period, notwithstanding the fact that such 11 damages or the detriment arising from such a default may have actually been suffered by some other person or by the public at large. Further, Borrower expressly agrees that receivership, injunctive relief and specific performance are proper pre-trial and/or post -trial remedies hereunder, and that, upon any default, which default continues uncured after any applicable notice and cure period, a receiver may be appointed by the court to take control of the Project and to assure compliance with this Agreement. Nothing in this subparagraph, and no recovery to Lender, shall restrict or limit the rights or remedies of persons or entities other than Lender, against Borrower in connection with the same or related acts by Borrower. The remedies set forth in this Section are cumulative and not mutually exclusive, except the extent that their award is specifically determined to be duplicative by final order of a court of competent jurisdiction. (c) Remedies at Law for Breach of Restrictions. In the event of any default under the Declaration, Lender shall be entitled to, in addition to any and all other remedies available at law or in equity: (i) declare the Loan to be all due and payable; and (ii) recover compensatory damages. Interest shall accrue on the amount of such damages from the date of the breach in question at the rate of ten percent (10%) per annum or the maximum rate then allowed by law, whichever is less. Nothing in this section shall preclude the award of exemplary damages as allowed by law. (d) Expert Witness, Attorneys' Fees, and Costs. The parties agree that the prevailing party in litigation for the breach and/or interpretation and/or enforcement of the terms of this Agreement shall be entitled to their reasonable expert witness fees, if any, as part of their costs of suit, and reasonable attorneys' fees as may be awarded by the court, pursuant to California Code of Civil Procedure ("CCP") Section 1033.5 and any other applicable provisions of California law, including, without limitation, the provisions of CCP Section 998. 19. Monitoringof f Project Activities. Borrower agrees to allow Lender upon prior written notice and during regular business hours, such reasonable access to review and inspect Borrower's activities under this Agreement as Lender shall require. Lender shall monitor Borrower's activities without liability for said inspection and review. 20. Compliance With Laws. Borrower represents and warrants that during the term of this Agreement that it will comply with all State and Federal prevailing wage requirements to the extent the same are applicable to the work. Borrower shall carry out the design and construction of the Project in conformity with all applicable laws, including all applicable state labor standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the Title 24 of the California Code of Regulations, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. Borrower hereby agrees to carry out development, construction (as defined by applicable law) and operation of the Project, including, without limitation, any and all public works (as defined by applicable law), in conformity with all applicable local, state and federal laws, including, without limitation, all applicable federal and state labor laws (including, without limitation, any requirement to pay state prevailing wages). Borrower hereby expressly acknowledges and agrees that neither City nor Lender has ever previously affirmatively 12 represented to the Borrower or its contractor(s) for the Project in writing or otherwise, in a call for bids or otherwise, that the work to be covered by the bid or contract is or is not a "public work," as defined in Section 1720 of the Labor Code. Borrower hereby agrees that Borrower shall have the obligation to provide any and all disclosures, representations, statements, rebidding, and/or identifications which may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. Borrower hereby agrees that Borrower shall have the obligation to provide and maintain any and all bonds to secure the payment of contractors (including the payment of wages to workers performing any public work) which may be required by the Civil Code, Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. :Borrower hereby agrees that the Borrower shall have the obligation, at the Borrower's sole cost, risk and expense, to obligate any party as may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. Borrower shall indemnify, protect, defend and hold harmless Lender, City and their respective councilmembers, officers, employees, contractors and agents, with counsel reasonably acceptable to the same, from and against any and all loss, liability, damage, claim, cost, expense, and/or "increased costs" (including labor costs, penalties, reasonable attorneys' fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction (as defined by applicable law) and/or operation of the Project, including, without limitation, any and all public works (as defined by applicable law), results or arises in any way from any of the following: (i) the noncompliance by Borrower of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable, the requirement to pay state prevailing wages); (ii) the implementation of Sections 1726 and 1781 of the Labor Code, as the same may be enacted, adopted or amended from time to time, or any other similar law; (iii) failure by Borrower to provide any required disclosure, representation, statement, rebidding and/or identification which may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law; (iv) failure by :Borrower to provide and maintain any and all bonds to secure the payment of contractors (including the payment of wages to workers performing any public work) which may be required by the Civil Code, Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law; and/or (v) failure by Borrower to obligate any party as may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law. It is agreed by the parties that, in connection with the development, construction (as defined by applicable law) and operation of the Project, including, without limitation, any public work (as defined by applicable law), Borrower shall bear all risks of payment or non-payment of state prevailing wages and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. "Increased costs" as used in this Section shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time. The foregoing indemnity shall survive termination of this Agreement. (a) Nondiscrimination in Employment. Borrower certifies and agrees that all persons employed or applying for employment by it, its affiliates, subsidiaries, or holding companies, and all subcontractors, bidders and vendors, are and will be treated equally by it without regard to, or 13 because of race, color, religion, ancestry, national origin, sex, age, pregnancy, childbirth or related medical condition, medical condition (cancer related) or physical or mental disability, and in compliance with Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000, et seq., the Federal Equal :Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C. Section 1981, the California Fair Employment and Housing Act, Cal. Government Code Section 12900, et seq., the California Equal Pay Law, Cal. Labor Code Section 1197.5, Cal. Government Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., and all other anti -discrimination laws and regulations of the United States and the State of California as they now exist or may hereafter be amended. Borrower shall allow representatives of Lender access to its employment records related to this Agreement during regular business hours to verify compliance with these provisions when so requested by Lender. (b) Taxes and Assessments. Borrower shall pay prior to delinquency all ad valorem real estate taxes and assessments on the :Property. Borrower shall remove or have removed any levy or attachment on any of the Property or any part thereof, or assure the satisfaction thereof within a reasonable time. (c) Liens and Stop Notices. Borrower shall not allow to be placed on the Property or any part thereof any lien or stop notice. If a claim of a lien or stop notice is given or recorded affecting the Project, :Borrower shall, within thirty (30) days of such recording or service or within ten (10) days of Lender's demand, whichever last occurs: (1) pay and discharge the same; (2) effect the release thereof by recording and delivering to Lender a surety bond in sufficient form and amount as approved by Lender in its sole discretion; or (3) provide Lender with other assurance which Lender deems, in its sole discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of Lender from the effect of such lien or bonded stop notice. 21. Obligation to Refrain from Discrimination. (a) State and Federal Requirements. Borrower shall, at all times during the term of this Agreement, comply with all of the affirmative marketing procedures adopted by Lender. Borrower shall maintain records to verify compliance with the applicable affirmative marketing procedures and compliance. Such records are subject to inspection by Lender during regular business hours upon five (5) days written notice. :Borrower covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Borrower or any person claiming under or through it establish or permit any such practice or practices of discrimination or 14 segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property or the rental, lease, sale of the Property. The foregoing covenants shall run with the Property. (b) Additional Requirements. Borrower hereby agrees to comply with the Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, and any other applicable Federal and State laws and regulations. (c) Fair Housing Laws. All activities carried out by Borrower and/or agents of Borrower shall be in accordance with the requirements of the Federal Fair Housing Act. The Fair Housing Amendments Act of 1988 became effective on March 12, 1989. The Fair Housing Amendments Act of 1988 and Title VIII of the Civil Rights Act of 1968, taken together, constitute the Fair Housing Act. The Fair Housing Act provides protection against the following discriminatory housing practices if they are based on race, sex, religion, color, handicap, familial status, or national origin: denying or refusing to rent housing, denying or refusing to sell housing, treating differently applicants for housing, treating residents differently in connection with terms and conditions, advertising a discriminatory housing preference or limitation, providing false information about the availability of housing, harassing, coercing or intimidating people from enjoying or exercising their rights under the Fair Housing Act, blockbusting for profit, persuading owner to sell or rent housing by telling them that people of a particular race, religion, etc., are moving into the neighborhood, imposing different terms for loans for purchasing, constructing, improving, repairing, or maintaining a home, or loans secured by housing; denying use or participation in real estate services, e.g., brokers' organizations, multiple listing services, etc., The Fair Housing Act gives HUD the authority to hold administrative hearings unless one of the parties elects to have the case heard in U.S. District Court and to issue subpoenas. Both civil and criminal penalties are provided. The Fair Housing Act also provides protection for people with disabilities and proscribes those conditions under which senior citizen housing is exempt from the prohibitions based on familial status. The following State of California Laws also govern housing discrimination and shall be complied with by :Borrower: Fair Employment and Housing Act, Unruh Civil Rights Act of 1959, Ralph Civil Rights Act of 1976, and Civil Code Section 54.1. (d) Nondiscrimination Covenants. Borrower covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on the basis of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability of any person in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Borrower or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The 15 foregoing covenants shall run with the land. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) Deeds. In deeds "The grantee herein covenants by and for itself, its successors 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, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, 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 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 in the land herein conveyed. The foregoing covenants shall run with the land." (2) Leases. In leases "The lessee herein covenants by and for itself, its 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, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit 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 for the rental, lease or sale of the Property or any dwelling unit "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through 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." 22. General Provisions. (a) Involvement of Lender in Legal :Proceedings. Lender shall have the right to commence, to appear in, or to defend any action or proceeding purporting to affect the rights or duties of the parties hereunder or the payment of any funds in connection with this Loan and to pay out of funds not yet disbursed, necessary expenses, employ counsel and pay its fees, all of which the undersigned, jointly and severally, agree to repay to Lender upon demand. Provided, however, such costs and expenses shall not be due and owing to Lender, if they are incurred as a 16 result of the breach of this Agreement by Lender or the Lender's negligence or willful misconduct. (b) Books and Records. Borrower shall require that the general contractor maintain complete and accurate books and records showing all of the income and disbursements made in connection with the Project, and such books and records shall be available for inspection and copy by Lender upon request and during regular business hours. (c) Governmental Requirements Superior. All provisions of this Agreement and all the other documents relating to the Loan shall be subject and subordinate to any and all applicable federal, state and local statutes, regulations and ordinances and shall be subject to modification to comply therewith. (d) Notices. All notices under this Agreement shall be in writing and sent (i) by certified or registered U.S. mail, return receipt requested, (ii) overnight by a nationally recognized overnight courier such as UPS Overnight or FedEx, (iii) by personal delivery or (iv) via email. All notices shall be effective upon receipt (or refusal to accept delivery). All notices shall be delivered to the following addresses or such other addresses as changed by any party from time to time by written notice to the other parties hereto: Lender: c/o City of Baldwin Park Attn: Benjamin Martinez 14403 East :Pacific Avenue Baldwin Park, CA 91706 Email: bmartinez@baldwinpark.com Copy to: Christensen & Spath LLP 550 West C Street, Suite 1660 San Diego, CA 92101 Email: wfs@candslaw.net Borrower: San Gabriel Valley Habitat for Humanity, Inc. Attn: 724 East Huntington Drive Monrovia, CA 91016 Email: (e) Severability. If any provision of this Agreement is deemed to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed from the rest of this Agreement and the remaining provisions shall continue in full force and effect. (f) Nonwaiver of Lender's Rights. No right, remedy, or power of Lender in this Agreement shall be deemed to have been waived by any act or conduct on the part of Lender or by any failure to exercise or delay in exercising such right, remedy, or power. Every such right, remedy or power of Lender shall continue in full force and effect until specifically waived or released by an instrument in writing executed by Lender. 17 (g) Entire Agreement. This Agreement and the other loan documents contain the entire understanding between the parties concerning the subject matter contained herein. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed and/or referred to herein. (h) Recitals Incorporated. The Recitals to this Agreement are hereby incorporated in this Agreement by this reference. (i) Construction of Agreement. The provisions contained in this Agreement shall not be construed in favor of or against either party but shall be construed as if both parties contributed equally to its preparation. This Agreement shall be construed in accordance with the laws of the State of California. 0) Lender Not Liable for Acts of Omissions of Borrower or Others. Lender shall in no way be liable for any acts or omissions of Borrower, any agent or contractor employed by Borrower, or any person furnishing labor and/or materials used in or related to the construction of the Project. (k) Time of the Essence. Time is of the essence of this Agreement and of each and every provision hereof.. The waiver by Lender or Borrower of any breach or breaches hereof shall not be deemed, nor shall the same constitute, a waiver of any subsequent breach or breaches. (1) Assignment. Borrower shall not assign Borrower's rights nor delegate Borrower's duties under this Agreement without the prior written consent of Lender. Any attempt at the assignment or delegation in violation of this section shall be void. . (m) Participation. Borrower shall cause the fact that Lender has provided funds to the Project to be referenced in all project designation placards placed on the Project site or other sites, as approved in advance, by Lender. The design, content and format of the project placards are subject to the written approval of the CEO of Lender or his/her designee. Lender, at the Lender's sole option, reserves the right to request, in writing, that the references to the participation of Lender in the Project not be included in any, or all, advertisements, press releases, brochures, information sheets, and/or project designation placards. (n) Counterparts. This Agreement may be executed in any number of counterparts and, as so executed, the counterparts shall constitute one and the same Agreement. The parties agree that each such counterpart is an original and shall be binding upon all the parties, even though all of the parties are not signatories to the same counterpart. (o) Waiver and Amendment. No provision of this Agreement, or breach of any provision, can be waived except in writing. Waiver of any provision or breach shall not be deemed to be a waiver of any other provision, or of any subsequent breach of the same or other provision. Except as otherwise provided herein, this Agreement may be amended, modified or rescinded only in writing signed by Borrower and the CEO of Lender. (p) Capacity and Authority. All individuals signing this Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the Lender that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. TN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above. BORROWER: San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation Print Name: Its: [SIGNATURES CONTINUED ON FOLLOWING PAGE] 19 LENDER: City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin Park Shannon Yauchzee Chief Executive Officer 911 NO CHARGE ON THIS DOCUMENT FOR THE BENEFIT OF THE CITY OF BALDWIN PARK Recording Requested By: When Recorded Mail To: City of Baldwin Park Attn: Benjamin Martinez 14403 East Pacific Avenue Baldwin Park, CA 91706 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (SALES RESTRICTIONS) (Habitat -12779 Torch Street) THIS MASTER DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ("Declaration") is dated as of the 3rd day of April, 2021, by San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation ("Declarant") in connection with that certain real property ("Property") located in the City of Baldwin Park, County of Los Angeles, California, described in Exhibit "A" attached hereto and incorporated herein by reference. I t1i ace IIII_11fy A. Concurrently with recordation of this Declaration, Declarant is acquiring the Property, which is generally located at 12779 Torch Street, Baldwin Park, California, using the proceeds of a loan from the City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin Park ("Lender") as set forth in that certain Acquisition Loan Agreement ("Loan Agreement") dated as of March 17, 2021, between the Declarant and Lender. All capitalized terms which are not defined herein shall have the meanings ascribed to them in the Loan Agreement. The Loan is being made and is conditioned in part upon the recordation of this Declaration setting forth certain restrictions upon the use and sale of the Property. B. Lender and Declarant intend for the Borrower to agree to construct a to -be -designed new construction for -sale affordable housing complex (collectively, the "Project") on the Property. Lender and Declarant intend to amend this Declaration once the specific details of the Project and the sales of the Affordable Units develop and are agreed to by Lender and Declarant. All development of the Property shall be subject to the review and approval of the Lender. C. Lender is funding the Loan from Lender's Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the California Health and Safety Code. In furtherance thereof, the Property shall only be used for construction of the Project and all of the dwelling units in the Project shall be sold to, and at a price which is affordable to, persons whose incomes are at or below eighty percent (80%) of the area median income ("Area .Median Income") 1 defined by the Department of Housing and Urban Development (HUED), as adjusted in order to comply with the California Community Redevelopment Law (Health & Safety Code Section 33000, et seq.). D. This Declaration shall be recorded as an encumbrance against the Property and shall restrict the use, development, construction, sale and occupancy of the Property. This Declaration serves to memorialize Declarant's agreement to provide the Affordable Units and imposes covenants, conditions and restrictions on the Property to satisfy the terms of the Loan Agreement. Concurrently with the sale of each Affordable Unit, Declarant shall cause the purchaser of such Affordable Unit to execute, acknowledge and cause to be recorded against such Affordable Unit a Declaration of Covenants, Conditions and Restrictions and Right of Repurchase ("Individual Declaration") and a Deed of Trust ("Individual Deed of Trust"), both in favor of the Lender, in forms approved by the CEO of the Lender. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, Declarant hereby declares as follows: Declarant Covenants Concerning Affordable Units. (a) General Restrictions. Declarant agrees and covenants on behalf of itself and its successors and assigns, and each successor in interest to the Property, that the Property shall be used solely for a new construction for -sale affordable housing complex, as approved by the Lender. Lender and Declarant shall amend this Agreement or enter into a separate agreement once the specific details of the Project and the sales of the Affordable Units develop and are agreed to by Lender and Declarant. All development of the Property shall be subject to the review and approval of the Lender. All of the dwelling units in the Project shall be sold to, and at a price which is affordable to, persons whose incomes are at or below eighty percent (80%) of the Area .Median Income. Declarant and its successors and assigns shall not sell all or any portion of the Property without the prior written consent of the Lender. Declarant shall prioritize sales of the Affordable Units to households with at least one member who resides within the City of Baldwin Park, as that person's primary place of residence, subject to the provisions of applicable Fair Housing laws and regulations pertaining to purchaser screening and selection. (b) Individual Declarations. Concurrently with the sale of each Affordable Unit, Declarant shall cause the purchaser of such Affordable Unit to execute, acknowledge and cause to be recorded against such Affordable Unit the Individual Declaration and Individual Deed of Trust. Concurrently with the sale of each Affordable Unit and recordation of the Individual :Declaration and Individual Deed of Trust against such Affordable Unit, this Declaration shall be reconveyed and released by Declarant and Lender as to such Affordable Unit. (c) Occupancy and Maximum Sales Prices. No Affordable Unit shall be sold to a prospective purchaser or occupied by any person unless and until Lender has verified the prospective purchaser's income is at or below eighty percent (80%) of the Area .Median Income at the time of selection of that prospective purchaser. No Affordable Unit shall be sold to any person until Lender has verified the purchase price is affordable at or below eighty percent (80%) of the Area Median Income at the time of selection of that prospective purchaser. 4 (d) Promissory Note and Individual Deed of Trust. Prior to or concurrently with the closing of the sale of each Affordable Unit, Declarant shall cause the purchaser of such Affordable Unit to execute a promissory note ("Promissory Note") in favor of Lender and deliver the same to Lender. The Promissory Note shall be in a form acceptable to the CEO of Lender. The original principal amount of the Promissory Note shall be the amount equal to the original principal amount of the Loan divided by the number of Affordable Units in the :Project. Each Promissory Note and Individual Declaration shall be secured by an Individual Deed of Trust. The Individual Deed of Trust shall be recorded against the Affordable Unit concurrently with the closing of the sale of the Affordable Unit to the initial purchaser. (e) Declarant and Lender understand, acknowledge and agree that: (1) concurrently with the closing of the sale of each Affordable Unit, Declarant will cause each purchaser to execute a deed of trust in favor of Declarant which will secure the primary mortgage loan from Declarant to the purchaser to Borrower; (2) concurrently with the closing of the sale of each Affordable Unit, Declarant will cause each purchaser to execute a right of first refusal (ROFR) agreement in favor of Declarant, which will give the Declarant the right to repurchase the Affordable Unit from the purchaser in the event of an impending sale by such purchaser; and, the ROFR shall be in first position senior to any ROFR in favor of the Lender; (3) in the event Declarant reacquires any Affordable Unit, Declarant shall sell such Affordable Unit to another purchaser qualified that meets the requirements of this Declaration, using the same marketing, selection, qualification and underwriting process as used for the initial sale of such Affordable Unit, and Declarant shall comply with the Lender's affordability covenants and restriction; (4) in the event Declarant reacquires any Affordable Unit, Lender shall not call due and payable any Lender loan on such Affordable Unit, during such period of time that the Declarant holds title to such Affordable Unit, provided the Declarant is making commercially reasonable efforts the resell such Affordable Unit; and (5) the requirements set forth in any ROFR in favor of the Lender shall not apply to the Declarant, provided the Declarant is making commercially reasonable efforts the resell such Affordable Unit. 2. Recordation. This Declaration shall be recorded against the Property in the Office of the County Recorder for the County of Los Angeles senior to all monetary liens. 3. Foreclosure on the Property. In the event of a foreclosure on the Property which eliminates the Deed of Trust, the new owner, upon five (5) days written notice from Lender, shall: (i) execute, acknowledge and deliver to Lender an assignment and assumption agreement in a form as approved by Lender, in its reasonable discretion, for recordation; (ii) execute, acknowledge and deliver to Lender a deed of trust, in a form as approved by Lender, in its reasonable discretion, to be recorded against the Property, in a lien priority immediately junior to the assignment and assumption agreement securing the performance of this Declaration; and (iii) reimburse Lender for all of its attorneys' fees and costs in connection with the foregoing, including all costs, attorneys' fees, and expert witnesses fees incurred by Lender in obtaining compliance by the new owner, including those incurred in litigation, if any. 4. Indemnity. Declarant agrees to indemnify, defend and hold harmless the Lender, City of Baldwin Park, and any and all of their councilmembers, agents, officers, representatives, directors 3 and employees (the "Indemnitees") from and against all claims, liens, claims of lien, losses, damages, costs, and expenses, whether direct or indirect, arising in any way from the construction, sale or operation of the Property and/or any of the Affordable Units, or from the default by Declarant in the performance of its obligations under this Declaration; provided, however, that Declarant shall not be required to indemnify, defend or hold harmless any of the Indemnitees from claims, liens, losses, damages, costs and expenses related to the sole negligence or willful misconduct of the Indemnitees. 5. No Discrimination. There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through 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 Property. 6. Covenants to Run With the Land. Declarant agrees that all of its obligations hereunder shall constitute covenants, which shall run with the land and shall be binding upon the Property and upon every person having any interest therein at any time and from time to time during the term of this Declaration. Further, Declarant agrees that, if a court of competent jurisdiction determines that the obligations set forth herein do not qualify as covenants running with the land, they shall be enforced as equitable servitudes. 7. Successors and Assigns. This Declaration shall inure to the benefit of, and be binding upon, the parties hereto, and their respective heirs, successors and assigns. Declarant shall not sell, transfer or otherwise dispose of the Property, any portion thereof, or any interest therein without the prior written consent of the Lender. 8. Standing, Equitable Remedies; Cumulative Remedies. Declarant expressly agrees and declares that Lender and/or the City of Baldwin Park and/or their successors shall be the proper parties and shall have standing to initiate and pursue any and all actions or proceedings, at law or in equity, to enforce the provisions hereof and/or to recover damages for any default hereunder, notwithstanding the fact that such damages or the detriment arising from such a default may have actually been suffered by some other person or by the public at large. Further, Declarant expressly agrees that receivership, injunctive relief and specific performance are proper pre-trial and/or post- trial remedies hereunder, and that, upon any default, and to assure compliance with this Declaration. 9. General Provisions. (a) Waiver and Amendment. No provision of this Declaration, or breach of any provision, can be waived except in writing. Waiver of any provision or breach shall not be deemed to be a waiver of any other provision, or of any subsequent breach of the same or other provision. Except as otherwise provided herein, this Declaration may be amended, modified or rescinded only in writing signed by Declarant and the Chief Executive Officer of Lender. (b) Captions. Section titles and captions contained in this Declaration are inserted as a matter of convenience and for reference and are not a substantive part of this Declaration. (c) Further Assurances. The parties each agree to sign any additional documents, which are reasonably necessary to carry out this Declaration or to accomplish its intent. (d) Benefit and Burden. This :Declaration shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives, successors and assigns. This Declaration is not intended to benefit any person other than the parties hereto. (e) Attorneys' Fees. The prevailing party in any action, including, but not limited to, arbitration, a petition for writ of mandate, and/or an action for declaratory relief, brought to enforce, interpret or reform the provisions of this Declaration shall be entitled to reasonable attorneys' fees and costs (including, but not limited to, experts' fees and costs and trustees' fees, and including "costs" regardless of whether recoverable as such under any statute) incurred in such action. (f) Exhibits and Recitals Incorporated. All exhibits referred to in this Declaration are hereby incorporated in this Declaration by this reference. The Recitals to this Declaration are hereby incorporated in this Declaration by this reference. (g) Notices. All notices under this Declaration shall be in writing and sent (i) by certified or registered U.S. mail, return receipt requested, (ii) overnight by a nationally recognized overnight courier such as UPS Overnight or FedEx, (iii) by personal delivery or (iv) via email. All notices shall be effective upon receipt (or refusal to accept delivery). All notices shall be delivered to the following addresses or such other addresses as changed by any party from time to time by written notice to the other parties hereto: Lender: c/o City of Baldwin Park Attn: Benjamin Martinez 14403 East :Pacific Avenue Baldwin Park, CA 91706 Email: bmartinez@baldwinpark.com Copy to: Christensen & Spath LLP 550 West C Street, Suite 1660 San Diego, CA 92101 Email: wfs@candslaw.net Declarant: San Gabriel Valley Habitat for Humanity, Inc. Attn: 724 East Huntington Drive Monrovia, CA 91016 Email: 5 (h) Severable Provisions. If any provision of this Declaration shall be invalid or unenforceable to any extent, then the other provisions of this Declaration, shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (i) Signatures. This Declaration may be executed in any number of counterparts and, as so executed, the counterparts shall constitute one and the same Declaration. All individuals signing this Declaration for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to Lender that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. IN WITNESS WHEREOF, the Declarant has caused this Declaration to be executed as of the date first written above. DECLARANT: San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation By: Print Name: Its: Co ACKNOWLEDGMENT certificate verifies only the identity of the ee 4.*cy;qent-t*) vAO this accuracy, or validity of that document. State of California County of Los Angeles On 1 2021, before me, I 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 7 (Seal) Legal Description of the Property That certain real property located in the City of Baldwin Park, County of Los Angeles, State of California more particularly described as follows: M. NO CHARGE ON THIS DOCUMENT FOR THE BENEFIT OF THE CITY OF BALDWIN PARK Recording Requested By: When Recorded Mail To: City of Baldwin Park Attn: Benjamin Martinez 14403 East Pacific Avenue Baldwin Park, CA 91706 DEED OF TRUST (Habitat -12779 Torch Street) THIS DEED OF TRUST ("Deed of Trust") is dated as of the 3rd day of April, 2021, by San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation ("Trustor"), whose address is 724 East Huntington Drive, Monrovia, California 91016, Chicago Title Company ("Trustee") and the City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin :Park (`Beneficiary"), whose address is 14403 East :Pacific Avenue, Baldwin :Park, California 91706. TRUSTOR HEREBY irrevocably grants, transfers, and assigns to Trustee, in trust, with power of sale, that certain real property ("Property") in the City of Baldwin Park, County of Los Angeles, State of California, described as: (See Legal Description - Exhibit "A") FOR THE PURPOSE OF SECURING: (a) Payment of the indebtedness evidenced by that certain Promissory Note of even date herewith executed by Trustor, in the principal sum of One Million and No/ 100 Dollars ($1, .00), and any renewal, extension, or modification of the promissory note (`Note"); (b) Any additional sums and interest that may hereafter be loaned to the then record owner of the Property by :Beneficiary, when evidenced by another note or notes reciting that it or they are so secured; (c) The performance of each agreement contained in this Deed of Trust; (d) The performance of each agreement of Trustor under that certain Acquisition Loan Agreement dated as of March 17, 2021, by and between Trustor and Beneficiary on file in the Office of Beneficiary ("Loan Agreement"); and (e) The performance of each agreement and covenant of Trustor under that certain Declaration of Covenants, Conditions and Restrictions of even date herewith and recorded concurrently herewith affecting the Property ("Declaration"). A. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: 1. Maintenance and Repair. To keep the Property in good condition and repair, normal wear and tear excepted; not to remove or demolish any buildings on the Property; to complete or restore promptly and in good and workmanlike manner any building that may be constructed, damaged, or destroyed on the Property; to pay when due all claims for labor performed and materials furnished for the Property; to comply with all laws affecting the Property or requiring any alterations or improvements to be made on the Property; not to commit or permit waste of the Property; not to commit, suffer, or permit any act upon the Property in violation of law; and to cultivate, irrigate, fertilize, fumigate, prune, and do all other acts that from the character or use of the Property may be reasonably necessary. 2. Fire Insurance. To provide, maintain, and deliver to Beneficiary fire insurance satisfactory to and with loss payable to :Beneficiary as its interest may appear. Subject to the rights of any senior lenders, the amount collected under any fire or other insurance policy may be applied by Beneficiary to any amounts secured by this Deed of Trust and in any order determined by Beneficiary, or at the option of Beneficiary the entire amount so collected or any part of that amount may be released to Trustor. This application or release shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such a notice. Notwithstanding the foregoing, in the event of any fire or other casualty to the Property, Trustor shall have the right to rebuild the Property, and to use all available insurance proceeds therefor, provided that (a) such proceeds are sufficient to rebuild the Property in a manner that provides adequate security to Beneficiary for repayment of the indebtedness secured hereby or if such proceeds are insufficient then Trustor shall have funded any deficiency, (b) Beneficiary shall have the right to approve (which shall not be unreasonably withheld or delayed) plans and specifications for any major rebuilding and the right to approve (which shall not be unreasonably withheld or delayed) disbursements of insurance proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists hereunder or under the Loan Agreement, Declaration or Note. If the casualty affects only part of the Property and total rebuilding is not feasible, then proceeds may be used for partial rebuilding and partial repayment of the indebtedness secured hereby in a manner that provides adequate security to Beneficiary for repayment of the remaining indebtedness secured hereby. 3. Defense of Security. To appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary, or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust. 4. Payment of Liens and Taxes. To pay all taxes and assessments affecting the Property prior to such payments becoming delinquent, including assessments on appurtenant water stock, all 2 encumbrances, charges, and liens, with interest, on the Property or any part of the Property, which appear to be prior or superior to this Deed of Trust; and all costs, fees, and expenses of this Deed of Trust. If Trustor fails to make any payment or to do any act as provided in this Deed of Trust, then Beneficiary or Trustee may (but is not obligated to) make the payment or do the act in the required manner and to the extent deemed necessary by Beneficiary or Trustee to protect the security of this Deed of Trust. The performance by Beneficiary or Trustee of such an act shall not require notice to or demand upon Trustor and shall not release Trustor from any obligation under this Deed of Trust. Beneficiary or Trustee shall also have the following related rights and powers: to enter upon the Property for the foregoing purposes; to appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary or Trustee; to pay, purchase, contest, or compromise any encumbrance, charge, or lien that in the judgment of either appears to be prior or superior to this Deed of Trust; to employ counsel; and to pay necessary expenses and costs, including reasonable attorneys' fees. 5. Reimbursement of Costs. To pay immediately and without demand all sums expended by Beneficiary or Trustee pursuant to this Deed of Trust, with interest from date of expenditure at the amount allowed by law in effect at the date of this Deed of Trust, and to pay any amount demanded by Beneficiary (up to the maximum allowed by law at the time of the demand) for any statement regarding the obligation secured by this Deed of Trust. 6. Use. That Trustor will not permit or suffer the use of any of the Property for any purpose other than the use set forth in the Declaration. 7. Incorporation of Agreements. The Note, Loan Agreement and Declaration are incorporated herein by reference and made a part of this Deed of Trust, although not attached. Copies are on file in the office of the Beneficiary. 8. Performance of Other Obligations. To perform, in a timely manner, the obligations of Trustor under the Note, Loan Agreement, Declaration and each other agreement and covenant by and between Trustor on any and all notes, loans and deeds of trust that are senior and/or junior to this Deed of Trust. A default in any of these obligations after the expiration of any applicable notice or cure period pursuant to the Loan Agreement shall constitute a default under this Deed of Trust. ISI Y:1A6XV4111PkVX tiOf0Y so/r IF 9. Condemnation Award. Any award of damages in connection with any taking or condemnation, or for injury to the Property by reason of public use, or for damages for private trespass or injury to the Property, is hereby assigned and shall be paid to Beneficiary (subject to the rights of any senior lenders), as its interest may appear as further security for all obligations secured by this Deed of Trust. Upon receipt of such proceeds, :Beneficiary may hold the proceeds as further security, but shall apply or release them in the same manner and with the same effect as provided in Section 2 of this Deed of Trust for the disposition of proceeds of fire or other insurance. 10. Waiver of Late Payments. By accepting payment of any sum secured by this Deed of Trust after its due date, Beneficiary does not waive its right either to require prompt payment when due 3 of all other sums so secured or to declare default for failure to pay any amounts secured by this Deed of Trust. 11. Trustee's Powers. Upon written request of Beneficiary, Trustee may (a) reconvey all or any part of the Property; (b) consent to the making and recording, or either, of any map or plat of all or any part of the Property; (c) join in granting any easement on the Property; or (d) join in or consent to any extension agreement or any agreement subordinating the lien, encumbrance, or charge of this Deed of Trust. Trustee need not provide Trustor with notice before taking any of the foregoing actions, and shall not be liable for the proper performance of the act. The exercise by Trustee of any of the foregoing powers shall not affect the personal liability of any person with respect to the obligations secured by this Deed of Trust, or the lien of this Deed of Trust on the remaining property as security for the repayment of the full amount secured by this Deed of Trust. 12. Reconveyance. Concurrently with the sales of each Affordable Unit and recordation of the Individual Declaration and Individual :Deed of Trust (as such capitalized terms are defined in the Declaration) against such Affordable Unit, this Deed of Trust shall be reconveyed and released by the :Beneficiary as to such Affordable Unit. Upon expiration of the term of the Agreement and written request of Beneficiary, and payment of Trustee's fees and charges, Trustee shall reconvey, without warranty, the Property then subject to this Deed of Trust. The recitals in the reconveyance shall be conclusive proof of the truthfulness of the recitals. The grantee in the reconveyance may be described as "the person or persons legally entitled thereto." 13. Assignment of Rents. As additional security, Trustor hereby gives to and confers upon Beneficiary the right, power, and authority during the continuance of this Deed of Trust, to collect the rents, issues, and profits of the Property, but reserves the right, prior to any default, which continues beyond any applicable notice and cure periods, by Trustor in payment of any amounts secured by this Deed of Trust or in the performance of any agreement under this Deed of Trust, to collect and retain these rents, issues, and profits as they become due and payable. Upon any such uncured default, Beneficiary may, without notice and without regard to the adequacy of the security for the amounts secured by this Deed of Trust, either personally or by agent or court- appointed receiver, do the following: enter upon and take possession of the Property or any part of the Property; sue for or otherwise collect all rents, issues, and profits, including those past due and unpaid; and apply these rents, issues, and profits, less costs and expenses of operation and collection (including reasonable attorneys' fees), upon any amounts secured by this Deed of Trust, in any order determined by Beneficiary. The exercise of the foregoing rights by Beneficiary shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such a notice. 14. Default; Foreclosure. Upon material default by Trustor in the payment of any amounts secured by this Deed of Trust or in the performance of any obligation under the Note, Loan Agreement, Declaration or this Deed of Trust, after the expiration of any and all applicable notice or cure periods, Beneficiary may declare all sums secured by this Deed of Trust immediately due and payable by delivering to Trustee a written declaration of default and demand for sale and a written notice of default and election to sell the Property. Trustee shall cause the notice of default and election to sell to be recorded. After the required time period has lapsed following the recordation of the notice of default, and after notice of sale has been given as required by law, .19 Trustee, without demand on Trustor, shall sell the Property at the time and place specified in the notice of sale, either as a whole or in separate parcels, and in any order determined by Trustee, at public auction to the highest bidder for cash in lawful money of the United States, payable at the time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser at the auction its deed conveying the Property sold, but without any covenant or warranty, express or implied. The recital in the deed of any matter or fact shall be conclusive proof of the truthfulness of the recital. Any person, including Trustor, Trustee, or Beneficiary, may purchase at the sale. After deducting all costs, fees, and expenses of Trustee and Beneficiary under this section, including costs of procuring evidence of title incurred in connection with the sale, Trustee shall apply the proceeds of sale to payment of. all sums expended under the terms of this Deed of Trust, not then repaid, with accrued interest at the amount allowed by law in effect at the date of this Deed of Trust; all other sums then secured by this Deed of Trust; and the remainder, if any, to the person or persons legally entitled to the remaining proceeds. 15. Due on Sale or Further Encumbrance. Except for Permitted Transfers as provided in the Loan Agreement, should Trustor agree to or actually sell, convey, transfer, or dispose of, or further encumber the Property, or any part of it, or any interest in it, without first obtaining the written consent of the Beneficiary, then all obligations secured by the Deed of Trust may be declared due and payable, at the option of the Beneficiary. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. 16. General Provisions. This Deed of Trust applies to, inures to the benefit of, and binds all parties to this Deed of Trust and their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term `Beneficiary" shall mean the holder and owner, including pledgee, of the Note, whether or not named as a beneficiary in this Deed of Trust, and the heirs, legatees, devisees, administrators, executors, and assigns of any such person. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 17. Acceptance by Trustee. Trustee accepts this Deed of Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party to this Deed of Trust of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 18. Substitution of Trustees. Beneficiary, or any successor in ownership of any obligations secured by this Deed of Trust, may from time to time, by written instrument, substitute a successor or successors to any Trustee named in or acting under this Deed of Trust. The substitution instrument shall contain the name of the original Trustor, Trustee, and Beneficiary under this Deed of Trust, the book and page where this Deed is recorded, and the name and address of the new Trustee. When executed by :Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, the substitution instrument shall be conclusive proof of proper substitution of the successor Trustee or Trustees. Any successor 5 Trustee or Trustees shall, without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers, terms, obligations and duties. 19. Cumulative Powers and Remedies. The powers and remedies conferred in this Deed of Trust are concurrent and cumulative to all other rights and remedies provided in this Deed of Trust or given by law. These powers and remedies may be exercised singly, successively, or together, and as often as deemed necessary. 20. Conclusiveness of Recitals. The recitals contained in any reconveyance, trustee's deed, or any other instrument executed by Trustee from time to time under the authority of this Deed of Trust or in the exercise of its powers or the performance of its duties under this Deed of Trust, shall be conclusive evidence of their truth, whether stated as specific and particular facts, or in general statements or conclusions. Further, the recitals shall be binding and conclusive upon Trustor, its heirs, executors, administrators, successors, and assigns, and all other persons. 21. Attorneys' Fees. If any action is brought for the foreclosure of this Deed of Trust or for the enforcement of any provision of this Deed of Trust (whether or not suit is filed), Trustor agrees to pay all costs and expenses of Beneficiary and Trustee, including reasonable attorneys' fees; and these sums shall be secured by this Deed of Trust. 22. Co -Trustees. If two or more persons are designated as Trustee in this Deed of Trust, any, or all, power granted in this Deed of Trust to Trustee may be exercised by any of those persons, if the other person or persons are unable, for any reason, to act. Any recital of this inability in any instrument executed by any of those persons shall be conclusive against Trustor and Trustor's heirs and assigns. 23. Request for Notices of Default and Sale. In accordance with Section 2924b of the California Civil Code, request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under any deeds of trust executed by Trustor concerning the Property be mailed to: c/o City of Baldwin Park Attn: Benjamin Martinez 14403 East Pacific Avenue Baldwin Park, CA 91706 NOTICE: A copy of any notice of default and of any notice of sale will be sent only to the address contained in this recorded request. If your address changes, a new request must be recorded. 24. Inspections. Trustor shall permit Beneficiary and its agents or representatives, to inspect the Property, subject to the rights of purchaser(s), at any and all reasonable times during business hours and upon reasonable advance notice. Inspections shall be conducted so as not to interfere with the owner(s)' use and enjoyment of the Property or the general operation of the Property. 0 25. Hazardous Materials Defined. For purposes of this Deed of Trust, "Hazardous Materials" mean and include any hazardous, toxic or dangerous waste, substance or material including, without limitation, flammable explosives, radioactive materials, asbestos, hazardous wastes, toxic substances and any materials or substances defined as hazardous materials, hazardous substances or toxic substances in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended (42 U.S.C. §9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901, et seq.), and those substances defined as hazardous wastes in §25117 of the California Health and Safety Code or as hazardous substances in §2531.6 of the California Health and Safety Code or in any regulations promulgated under either such law, any so-called "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect. 26. Trustor's Hazardous Materials Representations and Warranties and Indemnity. In addition to the general and specific representations, covenants and warranties set forth in the Deed of Trust or otherwise, Trustor represents, covenants and warrants, with respect to Hazardous Materials, as follows: (a) Neither Trustor nor, to the best knowledge of Trustor, any other person, has ever caused or permitted any Hazardous Materials to be manufactured, placed, held, located or disposed of on, under or at the Property or any part thereof, and neither the Property nor any part thereof, or any property adjacent thereto, has ever been used (whether by Trustor or, to the best knowledge of Trustor, by any other person) as a manufacturing site, dump site or storage site (whether permanent or temporary) for any Hazardous Materials. "Hazardous Materials" for purposes of this Section 26 shall not include substances typically used in the ordinary course of developing, operating and maintaining apartment complexes in California or small amounts of chemicals, cleaning agents and the like commonly employed in routine household uses in a manner typical of occupants in other similar residential properties, provided that such substances are used in accordance with all applicable laws. (b) Trustor hereby agrees to indemnify Beneficiary, its officers, employees, contractors and agents, and hold Beneficiary, its officers, employees, contractors and agents harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Beneficiary, its officers, employees, contractors or agents for, with respect to, or as a direct or indirect result of, the presence or use, generation, storage, release, threatened release or disposal of Hazardous Materials on or under the Property or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials from the Property (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under CERCLA, any so-called "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials) regardless of whether or not caused by or within the control of Trustor. The foregoing indemnification shall not apply to any liability resulting from (i) an 7 event that occurs after a transfer of the Property due to any foreclosure sale (judicial or nonjudicial) or a deed in lieu of foreclosure, or (ii) acts or omissions of Beneficiary or its agents. (c) Trustor has not received any notice of (i) the happening of any event involving the use, spillage, discharge, or cleanup of any Hazardous Materials ("Hazardous Discharge") affecting Trustor or the Property or (ii) any complaint, order, citation or notice with regard to air emissions, water discharges, noise emissions or any other environmental, health or safety matter affecting Trustor or the Property ("Environmental Complaint") from any person or entity, including, without limitation, the United States Environmental Protection Agency ("EPA"). If Trustor receives any such notice after the date hereof, then Trustor will give, within seven (7) business days thereafter, oral or written notice of same to Beneficiary. (d) Without limitation of Beneficiary's rights under this Deed of Trust, Beneficiary shall have the right, but not the obligation, to enter onto the Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any such Hazardous Materials or Environmental Complaint upon its receipt of any notice from any person or entity, including without limitation, the EPA, asserting the existence of any Hazardous Materials or an Environmental Complaint on or pertaining to the Property which, if true, could result in an order, suit or other action against Trustor affecting any part of the Property by any governmental agency or otherwise which, in the sole opinion of Beneficiary, could jeopardize its security under this Deed of Trust. All reasonable costs and expenses incurred by Beneficiary in the exercise of any such rights shall be secured by this Deed of Trust and shall be payable by Trustor upon demand together with interest thereon at a rate equal to the highest rate payable under the Note. (e) The foregoing representation, covenants, indemnities and warranties shall be continuing and shall be true and correct for the period from the date hereof to the release of this Deed of Trust (whether by satisfaction of the obligations secured hereby or foreclosure or action in lieu thereof), and these representations, covenants, indemnities and warranties shall survive such release. 27. Authority to Sign. All individuals signing this Deed of Trust for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the Beneficiary that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. TRUSTOR: San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation By: Print Name: Its: ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On , 2021, before me, , 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(les), 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 0 (Seal) Exhibit "A" Property Description That certain real property situated in the City of Baldwin :Park, County of Los Angeles, State of California, described as follows: H ESCROW INSTRUCTIONS (Habitat -12779 Torch Street) TO: RE: Your Order No. 1. Opening. The City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin Park ("Lender") has been advised that San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation ("Borrower"), opened the above -referenced escrow ("Escrow") with you ("Escrow Agent"). The Lender hereby authorizes and instructs you as set forth herein. 2. Deposit of Documents and Funds. Prior to closing the Lender will wire funds to you in the amount set forth in a Lender approved estimated settlement statement. In addition, enclosed herewith are the following: (a) Acquisition Loan Agreement between Borrower and Lender. (b) Promissory Note made by Borrower in favor of the Lender providing for the repayment of a loan in the principal amount of One Million and No/100 Dollars ($1, .00). (c) Declaration of Covenants, Conditions and Restrictions ("Declaration") to be executed by Borrower for the benefit of Lender. (d) Deed of Trust (Ulric Street Apartments) ("Deed of Trust") to be executed by Borrower for the benefit of Lender. 3. Conditions to Closing. You may close the Escrow as set forth in Section 4, below, when, and only when all of the conditions set forth in this Section 3 are satisfied. (a) All parties contemplated by the documents described in Section 2 of these instructions have properly executed the same. (b) You are prepared and obligated to issue in Lender's favor, upon recordation of the Deed of Trust, an Extended American Land Title Association Lender's :Policy of Title Insurance in the amount of One Million and No/100 Dollars ($1, .00) ("Title Policy"), insuring that title to the property described in the Deed of Trust ("Property") is vested in Borrower and that the Deed of Trust is an encumbrance against title to such property subject and subordinate only to: (i) only to items shown as exceptions from coverage in that certain :Preliminary Report Order No. dated as of 2021, issued by and (ii) the Declaration. 4. Procedure for Closing. Once all of the conditions set forth in Section 3, above, have been satisfied, you shall close the Escrow as set forth in this Section 4. (a) Record the Declaration and Deed of Trust against the Property. (b) Issue the Title Policy. (c) Deliver the originals of all non -recordable documents described in Section 2, above, to the Lender. 5. Delivery of Instruments and Documents. All instruments and documents that are to be delivered by Escrow Agent to the Lender shall be sent to the Lender at: City of Baldwin Park Attn: Benjamin Martinez 14403 East Pacific Avenue Baldwin Park, CA 91706 6. Sole Instructions• Amendment. These Escrow Instructions constitute the complete and only escrow instructions of the Lender and shall revoke and supersede any prior oral or written instructions you may have received from the Lender. The Lender may revoke, cancel, waive, amend, supplement or permit deviations from, any term or condition of these Escrow Instructions in writing or by email. Any purported oral revocation, cancellation, waiver, amendment, supplement or deviation of these Escrow Instructions, shall be ineffective and invalid. Dated as of April 3, 2021 LENDER: City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin Park C Shannon Yauchzee Chief Executive Officer N PROMISSORY NOTE (Habitat -12779 Torch Street) ("Note") San Diego, California April 3, 2021 1. Principal and Interest. For value received, San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation ("Maker"), in consideration for that certain Acquisition Loan Agreement ("Loan Agreement") dated as of March 17, 2021, between the Maker and the City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin Park ("Lender"), Maker promises to pay to the Lender, or order, at 14403 East Pacific Avenue, Baldwin Park, California 91706, or such other place as the holder may from time to time designate by written notice to Maker, the principal sum of One Million and No/100 Dollars ($1, .00). This Note shall not bear interest, except in the event of a default under this Note or any of the Loan Documents, as defined below, past any applicable notice and cure period, in which event five percent (5%) simple interest shall be deemed to have accrued from the date of such default. This Note is issued pursuant to the Loan Agreement and the Deed of Trust ("Deed of Trust"), being executed concurrently herewith, to be recorded in the office of the County Recorder of Los Angeles County. The Loan Agreement, this Note, the Deed of Trust and Declaration (as defined in the Loan Agreement), together with any and all other documents executed in connection therewith, are sometimes collectively referred to herein as the "Loan Documents." All capitalized terms which are not defined herein shall have the meanings ascribed to them in the Loan Agreement. 2. Term of Loan, Due Date and Right of PrepayMent. Payments shall be due and payable as follows: (a) No installment payments shall be required with respect to this Note. (b) All principal shall be due and payable by the Maker to the Lender in the event the Maker fails to satisfy any of the performance milestones set forth in Section 17 of the Loan Agreement. (c) All principal and default interest shall be due and payable by the Maker to the Lender upon acceleration of this Note pursuant to Section 4, below. (d) Except as otherwise permitted by the Loan Agreement, all principal and accrued interest shall be due and payable by the Maker to the Lender upon any sale, transfer, conveyance or further encumbrance of all or any part of the Property, as defined in the Deed of Trust, which is not consented to by the Lender in writing. (e) Notwithstanding the foregoing, it is the intent of the Maker and Lender that this Note shall be divided up and assumed by each of the purchasers of Affordable Units as defined in the Loan Agreement. Upon completion of construction of the Project, each purchaser of an Affordable Unit shall execute a promissory note ("Individual Note") in an amount equal to the 1 quotient of the original principal amount of this Note (i.e., Sl, .00) divided by the number of Affordable Units in the Project. Execution of each Individual Note by the purchaser of an Affordable Unit shall be deemed partial satisfaction of this Note. The Individual Notes shall be in forms approved by the CEO of the Lender, shall not bear interest and no payments shall be due, except in the event of a default by a purchaser of an Affordable Unit, subject to the recovery and recourse rights of any primary lienholders associated with the individual Affordable Unit. Each Individual Note shall be secured by a deed of trust made by the purchaser of an Affordable Unit in favor of the Lender. (f) This Note may be prepaid in whole or in part at any time and, from time to time, without notice, premium or penalty. Any payment, including any prepayment, shall be allocated first to unpaid interest, if any, and then to principal. Should the undersigned sell, convey, transfer, further encumber, or dispose of the Property described in the Deed of Trust securing this Note, or any part of it, or any interest in it, without first obtaining the written consent of Lender, or the then holder of this Note, which consent shall be granted or withheld in the reasonable discretion of the Lender, then all obligations secured by this Note may be declared due and payable, at the option of Lender, or the then holder of this Note. The Lender reserves the right to approve all sales, transfers, conveyances, additional encumbrances, or dispositions of the Property, unless otherwise provided in the Loan Agreement. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. 3. Security for Note. This Note is secured by the Deed of Trust of even date herewith executed by Maker, which creates a lien on the Property described therein, and by the Loan Documents. 4. Acceleration Upon Default. In the event of any default under the terms of the Loan Documents, or acceleration of any prior or subsequent loans, notes and/or deeds of trust, at the option of the holder of this Note, all principal and interest under this Note shall immediately become due and payable, without further notice. Failure to exercise such remedy shall not constitute a waiver of the right to exercise it in the event of any subsequent default. 5. Costs Paid by Maker. Maker agrees to pay the following costs, expenses, and attorneys' fees paid or incurred by the holder of this Note, or adjudged by a court: (a) reasonable costs of collection, costs, expenses and reasonable attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit and such sum as the court may adjudge as attorneys' fees in any action to enforce payment of this Note or any part of it. 6. Incorporation of the Loan Agreement. The provisions of the Loan Agreement are expressly incorporated into this Note by this reference. 7. Waiver. Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this Note, and expressly agrees that, without in any way affecting the liability of Maker hereunder, the Lender may extend any maturity date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder and release any security now or hereafter securing this Note. Maker further waives, to 2 the full extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this Note, or on any Deed of Trust, security agreement, guaranty or other agreement now or hereafter securing this Note. 8. Recourse During Construction and Non -Recourse After Completion. (a) Prior to the timely completion of construction of the Project, in any action brought to enforce the obligations of Maker under this Note or the Loan Documents, the judgment or decree shall be enforceable against Maker, in addition to any collateral security for the payment of this Note, and Lender may seek any deficiency judgment against Maker. (b) Following the timely completion of construction of the Project, nothing contained herein shall be deemed to cause Maker to be personally liable for any of the obligations evidenced hereby, and the Lender shall not seek any personal or deficiency judgment on such obligations, and the sole remedy of the Lender with respect to repayment of the loan evidenced by this Note shall be against the Property. Provided, however, that the foregoing shall not apply to defeat any cause of action against Maker that accrues prior to timely completion of construction of the :Project. (c) Notwithstanding Section 8(b), above, Maker shall indemnify, defend, protect and hold the Lender harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Lender as a result of any (i) fraud or material misrepresentation by Maker under or in connection with the loan evidenced by this Note or any Loan :Document; (ii) intentional bad faith waste of the Property; (iii) losses resulting from Maker's failure to maintain insurance as required under the Deed of Trust or the Loan Documents; and (iv) misapplication of any rents, security deposits, insurance proceeds, condemnation awards or any other proceeds derived from the collateral security in a manner prohibited by the Loan Documents. The Lender shall promptly provide Maker with written notice of any event for which Maker has an indemnification obligation as provided in this Section 8(c). (d) Notwithstanding anything to the contrary contained herein, Maker's obligation to indemnify the Lender as set forth in Section 8(c), above, shall be personal, recourse obligations of the Maker and in the event of any breach of such obligations, the Lender shall have the right to proceed directly against the Maker to recover any and all losses, damages, liabilities, actions, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from such breach and the right to bring any action and to institute any proceedings to obtain a deficiency judgment in or following after foreclosure for any and all losses, damages, liabilities, actions, causes of action, costs and expenses (including without limitation reasonable attorneys' fees and expenses) resulting from such breach. 9. Severability. If any provision of this Note is determined to be void by court of competent jurisdiction, such determination shall not affect any other provision of this Note, and such other provisions shall remain in full force and effect. 10. Non -Waiver. No delay in demanding or failure to demand performance hereunder shall constitute a waiver by the Lender of its right to subsequently demand such performance or to 3 exercise any remedies for any default hereunder. Further, in order to be effective, any waiver of any of the Lender's rights and remedies hereunder shall be expressed in a writing signed by the Lender. Further waiver by the Lender of any right hereunder shall not constitute a waiver of any other right, including but not limited to the right to exercise any and all remedies for a different or subsequent event of default hereunder. 11. Interpretation. This Note shall be governed and interpreted in accordance with applicable California law. 12. Signature Authority. All individuals signing this Note for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the Lender that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. MAKER: San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation By: Print Name: Its: d Std GBIEL TO: FROM: ITEM NO. 10 Honorable Mayor and Members of the City Council Ben Martinez, Director of Community Development Melissa Chipres, Associate Planner DATE: March 17, 2021 SUBJECT: A Request to the City Council from the Planning Commission to Approve Development Agreement 20-02 to Allow the Conversion of a Double -Sided Static Billboard into a Double -Sided LED Digital, Billboard (Location: 12921 Garvey Avenue; Applicant: Outfront Media, LLC; Case Number: DA 20-02) SUMMARY This report requests that the City Council approve the initial Study and Negative Declaration of Environmental Impact; and an agreement between the City and Outfront Media, LLC to allow the conversion of a double -sided static billboard into a double -sided LED digital billboard, in return for various mitigation fees paid to the City. RECOMMENDATION Staff recommends that the City Council: 1. Adopt Resolution 2021-013 entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK RECOMMENDING THAT THE CITY COUNCIL APPROVE AND ADOPT (1) AN INITIAL STUDY AND NEGATIVE DECLARATION OF ENVIRONMENTAL IMPACT REPORT AND (2) DEVELOPMENT AGREEMENT 20-02 TO PERMIT THE CONVERSION OF AN EXISTING DOUBLE -SIDED STATIC BILLBOARD INTO A DOUBLE -SIDED LED DIGITAL BILLBOARD WITHIN THE 1-C, INDUSTRIAL -COMMERCIAL ZONE. (LOCATION: 12921 GARVEY AVENUE, APN: 8550-003-042 APPLICANT: OUTFRONT MEDIA LLC. CASE NUMBER: DA 20-02)."; and 2. Hold a Public Hearing and Introduce for first reading, by title only, Ordinance 1459, entitled, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH OUTFRONT MEDIA, LLC FOR THE APPROVAL OF A CONVERSION OF AN EXISTING DOUBLE SIDED STATIC BILLBOARD TO A DOUBLE SIDED DIGITAL LED BILLBOARD STRUCTURE AT THE REAL PROPERTY LOCATED AT 12921 GARVEY AVENUE ALONG THE 1-10 FREEWAY WITHIN THE CITY OF BALDWIN PARK". FISCAL IMPACT There will be an increase in general fund revenues should this project be approved. The Developer shall pay an annual development fee to the City of Seventy -Two Thousand Dollars ($72,000.00) per year with a fixed annual increase of 2.25 percent. Please see Development Agreement Terms of Attachment #2 of this staff report for specifics. CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)/NOTICING In accordance with the provisions of the California Environment Quality Act (CEQA), it has been determined the proposed project will not have a significant impact on the environment and an Initial Study/ Negative Declaration of Environmental Impact has been prepared (Attachment 4). The Initial Study was prepared by MIG, Inc. and has completed the public review period which took place from January 18, 2021 to February 17, 2021. The Notice of Intent inviting public comment on the Initial Study/ Negative Declaration of Environmental Impact was posted at the Los Angeles County Clerk's Office, the City's website, and City Hall. The public review period closed with no responses from the public. The California Department of Transportation (Caltrans) responded with a letter of acknowledgement dated January 25, 2021 indicating that the applicant is also required to obtain permits from Caltrans. Additionally, a Notice of Public Hearing for this proposed Development Agreement was posted at City Hall, and City website on January 18, 2021. Public Hearing Notices were mailed to adjacent property owners within 300 feet of the project site on January 18, 2021. The Planning Division has reviewed the application to ensure compliance with all requirements set forth in Ordinance 1394 and is recommending the Planning Commission consider and recommend approval to the City Council on proposed Development Agreement 20-02 between the City of Baldwin Park and Outfront Media LLC to permit the conversion of an existing double -sided static billboard into a double - sided LED digital billboard at 12921 Garvey Avenue within the I -C, Industrial -Commercial zone pursuant to Ordinance 1459. SUBJECT PROPERTY & SURROUNDING LAND USES The Development Agreement (DA 20-02) will allow for the conversion of an existing static billboard to a digital billboard advertising structure located at 12921 Garvey Avenue, south of the 1-10, San Bernardino Freeway. The proposed conversion consists two (2) LED electronic sign faces. Other than abutting freeways, the sites are bounded by the uses as detailed in Table #1 below. TABLE#1 ADJACENT LAND USES Adjacent Property Location Zoning Designation Land Use North I -C Industrial -Commercial East F -C Commercial Business South - 1-10 Freeway West I -C Industrial- Commercial BACKGROUND A billboard is a large (typically 14' feet in height by 48' in length) off-site advertising sign that advertises an event, product, service, or use not generally found on-site or provides public information. In July 2013, the City approved a Code Amendment (AZC-173) which included development standards relating to digital billboards. In December 2016, the City Council approved an ordinance that would modify the development standards to allow the construction of additional digital and static billboards. The construction of additional billboards require development agreements that allow the City more flexibility to negotiate other benefits from billboard companies, including but not limited to new park signs, landscaping, and provide mitigation fees and/or other benefits the City needs. In April 2017, the City Council approved an ordinance to modify development standards for all new billboards that would allow them to be constructed no taller than 65 feet, regardless of proximity to a sound wall. Digital Billboard Structures Digital billboard facings are an emerging media type that consists of a display surface with light emitting diodes (LEDs) generating an image. The images are changed remotely via computer, functioning and appearing like large computer screens. Digital billboards offer greater flexibility of use than conventional billboards. Typically, digital advertising messages from advertisers rotate continuously, with each digital image on display for about four to eight seconds, enabling billboard owners to sell the same advertising face multiple times. Digital billboards allow advertisers to change messages throughout the course of a day. Images can be scheduled to run at certain times of the day, on particular days of the week or even on specific billboards within a network. Digital billboards are typically used in busy traffic areas, where advertisers are willing to pay more for the use of the billboard and thus the LED displays generate substantially more revenue than a comparable traditional billboard. Although the LED display technology allows for scrolling, flashing or motion video, moving images on digital billboards are generally prohibited by current Federal, State, and/or local regulations, due to traffic safety concerns. The Baldwin Park Ordinance also prohibits moving images on digital billboards. LED displays are equipped with sensors that automatically modify the brightness of the sign in response to ambient lighting conditions. During the day, the display is brighter to provide the necessary contrast to allow the image to be visible. At night, the LED display will be automatically dimmed to reduce glare. There are a variety of Federal, State, and local provisions that regulate billboards and digital billboards. For example, Caltrans limits location of static billboards to be no less than 500 feet between billboard any other billboard on the same side of the freeway, whereas digital billboards must be separated by a minimum distance of 1,000 linear feet on the same side of the freeway. DISCUSSION On March 9, 2020, the Planning Division received an application from Outfront Media LLC requesting approval for the conversion of an existing double -sided static billboard into a double -sided LED digital billboard locate at 12921 Garvey Avenue (Sun State Equipment Rental), south of the 1-10, San Bernardino Freeway. The existing location of the digital billboard is in the south easterly corner of the property (Sun State Equipment Rental). The proposed conversion will maintain the existing sign area of fourteen (14) feet in height, and forty- eight (48) feet in width, and height of fifty-four (54) feet. The conversion also includes upgrading the existing billboard pole with a sixty-four (64) inch decorative pole cover to conceal the existing thirty-six (36) inch pole. PLANNING COMMISSION ACTION At their meeting on February 24, 2021, the Planning Commission voted 4-0, recommending the City Council approve the proposed Development Agreement. 3 LEGAL REVIEW This report has been reviewed and approved by the City Attorney as to legal form and content. ATTACHMENTS 1. Resolution 2021-013 2. Exhibit "A", Development Agreement, DA 20-02 3. Ordinance 1459 4. Initial Study & Negative Declaration (https://www.baidwinpark.com/online-documents/community- development/planning/environmental-documents/2485-final-outfront-media-baidwin-park-isnd/file 5. Vicinity Map 6. Plans RESOLUTION NO. 2021-013 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK RECOMMENDING THAT THE CITY COUNCIL APPROVE AND ADOPT (1) AN INITIAL STUDY AND NEGATIVE DECLARATION OF ENVIRONMENTAL IMPACT REPORT AND (2) DEVELOPMENT AGREEMENT 20-02 TO PERMIT THE CONVERSION OF AN EXISTING DOUBLE -SIDED STATIC BILLBOARD INTO A DOUBLE -SIDED LED DIGITAL BILLBOARD WITHIN THE 1-C, INDUSTRIAL -COMMERCIAL ZONE. (LOCATION: 12921 GARVEY AVENUE, APN: 8550- 003-042 APPLICANT: OUTFRONT MEDIA LLC. CASE NUMBER: DA 20-02). WHEREAS, in 1999 the City Council approved a zone change to allow for the creation of an Outdoor Advertising District along segments of the 1-10 and 1-605 freeways to permit the construction of new billboards; and WHEREAS, in June 2003 the City adopted Ordinance 1204 which prohibited the issuance of any type of entitlement relating to billboard structures; and WHEREAS, in July 2013 the City amended the Municipal Code to include development standards for new digital billboard structures; and WHEREAS, in December 2016 the City approved an ordinance to modify the Municipal Code billboard development standards and to require development agreements for the construction of additional digital and static billboard structures; and WHEREAS, in April 2017 the City approved an ordinance to modify the billboard development standards that would allow billboards to be constructed no taller than 65 feet, regardless of proximity to a sound wall; and WHEREAS, in 2020 the City entered into discussions with Outfront Media, LLC for a Development Agreement to place a dual -faced digital billboard along the 1-10 San Bernardino Freeway located at 12921 Garvey Avenue; and WHEREAS, the proposed Development Agreement between the City of Baldwin Park and Outfront Media, LLC , identified as Case Number DA 20-02 is described more particularly in the information on file with the Planning Division. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BALDWIN PARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The City Council does hereby find, determine and declare that: Resolution 2021-013 Page 2 A. An Initial Study and Negative Declaration of Environmental Impact were prepared for the Project in accordance with the provisions of the California Environmental Quality Act (CEQA) and the State CEQA Guidelines. B. The Initial Study and Negative Declaration were made available to the public for review and comment from January 18, 2021 to February 17, 2021 as required by law. C. A properly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on February 24, 2021, at which time evidence was heard on the Initial Study and Negative Declaration. At the hearing, the Planning Commission fully reviewed and carefully considered that evidence, no additional comments were received at the hearing, and the Planning Commission recommended approval of the Negative Declaration for the Project. D. A properly noticed public hearing was held by the City Council of the City of Baldwin Park on March 17, 2021, at which time evidence was heard on the Initial Study and Negative Declaration. At the hearing, the City Council fully reviewed and carefully considered them, together with any comments received during the public review period. SECTION 2. The City Council reviewed and considered the Mitigated Negative Declaration of Environmental Impact and determined the Project will not have a significant impact on the environment. The Negative Declaration is therefore hereby approved. SECTION 3. The City Clerk shall certify to the adoption of this Resolution and forward a copy hereof to the Secretary of the Planning Commission. PASSED AND APPROVED this 17th day of March, 2021. EMMANUEL J. ESTRADA MAYOR Resolution 2021-013 Page 3 ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS. CITY OF BALDWIN PARK I, MARLEN GARCIA, City Clerk, of the City of Baldwin Park, do hereby certify that the foregoing Resolution No. 2021-013 was duly and regularly approved and adopted by the City Council of the City of Baldwin Park at a regular meeting thereof, held on the 17th day of March, 2021 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: •c 71 F-1143 I V.11 I Z 6111 l lei I I VAI WFAF'-T47:Rj MARLEN GARCIA CITY CLERK RECORDING REQUESTED BY AND AFTER RECORDING MAIL TO: CITY OF BALDWIN PARK 14403 E. Pacific Avenue Baldwin Park, CA 91706 Attn: City Clerk Space above this line reserved for recorder's use [Exempt From Recording Fee Per Gov. Code §6103] DEVELOPMENT AGREEMENT NO. DA 20-02 This Development Agreement (hereinafter "Agreement") is entered into by and between the CITY OF BALDWIN PARK (hereinafter "City") and OUTFRONT MEDIA LLC, a Delaware limited liability company (hereinafter "Developer"). A. California Government Code Sections 65864, et seq., ("Development Agreement Law") authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purposes of strengthening the public planning process, encouraging private participation and comprehensive planning, and identifying the economic costs of such development. B. Developer has a leasehold interest in that certain portion of real property, located at 12911 to 12921 Garvey Avenue in the City of Baldwin Park, Assessor Parcel Numbers 8550-3-14, -15, and -33, as more specifically described in Exhibit "A" (the "Site") upon which Developer seeks to install a digital upgrade, as described in Exhibit "B", along with a site plan and conceptual rendering of the sign as shown in Exhibit "B-1" hereto, to an existing lawfully permitted double faced 14 x 48 foot static display which is oriented toward the 1-10 Freeway ("New Digital Billboard"). C. In exchange for the approvals sought to convert the existing static display to the New Digital Billboard, as described above, Developer has offered to: 1. Pay to the City an annual Development Fee, as defined and provided in Section 2.6 below; and 2. Provide advertising space free of charge to City on a space available basis as further described below. D. The Site is located within the City's Industrial Commercial Zone, and is also located within an Interstate Freeway Corridor, as defined in the City's Municipal Code. E. Developer and City agree that a development agreement should be approved and adopted to memorialize the expectations of City and Developer as more particularly described herein, and to comply with the provisions of the City's Digital Sign Ordinance, as set forth in Section 153.170.105 of the Baldwin Park Municipal Code, attached hereto as Exhibit "C". 0TAD-56322\2223299.2 F. On , 2019, the City Council of the City, pursuant to Government Code sections 65867 and 65867.5 and other applicable law, held a duly noticed public hearing to consider the approval of this Agreement and, after hearing public testimony thereon, considered the proposal and introduced Ordinance No. G. The City Council has found that: this Agreement is in the best public interest of the City and its residents; adopting this Agreement constitutes a present exercise of the City's police power; the terms of the Agreement will not be detrimental to the public's health, safety, or general welfare; and this Agreement is consistent with the City's General Plan and Municipal Code, including without limitation Municipal Code section 153.170.105. This Agreement and the proposed Project (as hereinafter defined) will achieve a number of City objectives and confer a number of public benefits, including increasing the City's revenue base pursuant to Goal 1.0 of the Economic Development Element, broadcasting public service announcements at no cost to the City, limiting outdoor advertising to appropriate locations within the City, and allowing for the incorporation of modern technology into outdoor advertising displays where appropriate. H. On 2019, the City Council held the second reading of Ordinance No, thereby approving this Agreement. I. City finds and determines that all actions required of City precedent to approval of this Agreement by Ordinance No. of the City Council have been duly and regularly taken. J. In exchange for the benefits to the City described in the Agreement, together with other public benefits that will result from the development of the Project (as defined below), Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with Land Use Regulations (as defined below), and therefore desires to enter into this Agreement. X03AT 40I_1Z,IN NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHIBITS. 1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized when used in the Agreement. In addition to the terms defined in the Recitals above and elsewhere in this Agreement, the defined terms include the following: 1.1.1 1-10 Freeway Site Lease" means the lease agreement by and between Developer Outfront Media, LLC and Mt Diablo Investment Group LLC, the owner of the Site. 1.1.2 "Agreement" means this Development Agreement and all attachments and Exhibits hereto. 1.1.3 "City" means the City of Baldwin Park, a California municipal corporation. 0TAD-56322\2223299.2 2 1.1.4 "City Council" means the City Council of the City. 1.1.5 "Developer" means Outfront Media LLC, a Delaware limited liability company duly existing and operating, and its successors and assigns, doing business at 1731 Workman St., Los Angeles, California 90031. 1.1.6 "Development Approvals" means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act ("CEQA"). 1.1.7 "Effective Date" is when the Agreement is signed by both the Developer and City and when the Agreement is approved by Ordinance No. , but shall be no sooner than 30 days following the second reading and approval of Ordinance No. 1.1.8 "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations and official policies of City, including, but not limited to, the City's General Plan, Municipal Code and Zoning Code, which govern development and use of the Site, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of the New Digital Billboard, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the Site which are in full force and effect as of the Effective Date of this Agreement, subject to the terms of this Agreement. Land Use Regulations shall also include NPDES regulations and approvals from the California Department of Transportation Outdoor Advertising Division, to the extent applicable. 1.1.9 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device, including each of their respective successors and assigns. 1.1.10 "New Digital Billboard" means the digital upgrade, as described in Exhibit "B" hereto, to an existing lawfully permitted double faced 14 x 48 foot static display which is oriented toward the 1-10 Freeway and located on the Site. 1.1.11 "Operational" means the New Digital Billboard is capable, legally and functionally, of displaying advertising on the digital displays. 1.1.12 "Project" means the removal of the existing static billboard displays currently located on the Site (but not the existing billboard structure), and the construction and installation of the New Digital Billboard, and includes any necessary upgrading to the existing billboard structure, the placement of new digital display panels on the existing billboard structure, the installation of any new utilities necessary for the operation of the New Digital Billboard, the construction or installation of any other improvements or equipment necessary to operate the New Digital Billboard, and the operation and maintenance of the New Digital Billboard on the Site, all in accordance with the Development Approvals and this Agreement, including the Scope of Development attached hereto as Exhibit "B", and the Schedule of Performance attached hereto as Exhibit "D". 1.1.13 "Schedule of Performance" means the Schedule of Performance attached hereto as Exhibit "D" and incorporated herein. 0TAD-56322\2223299.2 3 1.1.14 "Scope of Development" means the Scope of Development attached hereto as Exhibit "B" and incorporated herein. 1.1.15 "Subsequent Land Use Regulations" means any Land Use Regulations effective after the Effective Date of this Agreement (whether adopted prior to or after the Effective Date of this Agreement) which governs development and use of the Project and/or the Site. 1.1.16 "Subsequent Development Approvals" means any and all permits and approvals which may be required by City, affected utility, or any other governmental agency for repair, maintenance, construction, reconstruction, enhancement, development, operation, or other work to be performed by Developer, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act ("CEQA"), that occurs after the Project has been constructed and become operational. Consistent with the Outdoor Advertising Act (Bus. & Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals. 1.1.17 "Term" shall have the meaning provided in Section 2.4, unless earlier terminated as provided in this Agreement. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of this Agreement: Exhibit "A" (Legal Description of Site), Exhibit "B" Scope of Development, and Exhibit "C" (Municipal Code section 153.170.105) and Exhibit "D" (Schedule of Performance). 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. From and following the Effective Date, actions by the City and Developer with respect to the Site, the Project, or the New Digital Billboard, including actions by the City on applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement; provided, however, that nothing in this Agreement shall be deemed or construed (i) to modify or amend the 1-10 Freeway Site Lease, or any of Developer's obligations thereunder; (ii) bind or restrict the owner of the Site with respect to its ownership or operation of the Site; or (iii) to impose any obligation whatsoever on the owner of the Site, including without limitation any obligation with respect to the Project, except as expressly set forth in this Agreement. 2.2 Interest in the Site. City and Developer acknowledge and agree that Developer has a legal or equitable interest in the Site and thus is qualified to enter into and be a party to this Agreement under the Development Agreement law. If Developer's leasehold interest is prematurely terminated by the owner of the Site, then Developer shall have no further obligations under Section 3.4 or Exhibit "B" of this Agreement relative to the construction or maintenance of the sign thereon. Additionally, if Developer's leasehold interest is prematurely terminated by owner of the Site, then Developer shall have no further obligations under this Agreement, except as provided under Section 4.1 with respect to Developer's responsibility to remove the New Digital Billboard. 2.3 No Assignment. Except as set forth herein, neither party may sublet, assign or otherwise transfer this Agreement, or any interest herein, either voluntarily or by operation of law, without the other party's prior written consent, which the other party shall not unreasonably withhold, condition, or delay. Notwithstanding the above, the consent of City shall 0TAD-56322\2223299.2 4 not be required: (a) for Developer to assign its rights and duties under this Agreement to any type of legal entity, including but not limited to a limited liability company, corporation, or limited partnership, controlling, controlled by or under common control with Developer or to any entity that acquires a majority of Developer's assets; or (b) in the event any such entity to which this Agreement has been so assigned thereafter merges with another company, reorganizes its stock, or undergoes a similar corporate restructuring, changes ownership or sells any of its assets or stock. Any security posted by Developer may be substituted by the assignee or transferee. After a transfer or assignment as permitted by this Section, the City shall look solely to such assignee or transferee for compliance with the provisions of this Agreement which have been assigned or transferred. 2.4 Term of Agreement. Unless earlier terminated as provided in this Agreement, this Agreement shall continue in full force and effect until the earlier of: (a) twenty (20) years after the date the New Digital Billboard becomes Operational; or (b) the permanent removal of the digital displays constructed pursuant to the terms hereof. The parities may extend the Term of this Agreement though the execution of a written amendment hereto and upon the terms and conditions mutually agreed upon by the parties. Within thirty (30) days after the expiration or termination of this Agreement, the parties shall execute a written cancellation of this Agreement which shall be recorded with the County Recorder pursuant to Section 9.1 below. The term of this Agreement supersedes any amortization period that may apply under the Baldwin Park Code as to any non -conformity as applied to the Site. 2.5 Processing Fee. Developer will pay to City a processing ("Processing Fee") of Five Thousand Dollars ($5,000) upon submission of its application for the Project approvals and an additional Ten Thousand Dollars ($10,000) upon the New Digital Billboard becoming Operational. The City shall retain and use the Processing Fee, or any part thereof, for payment of any and all standard fees applicable for the necessary City review, evaluation, and analysis pertaining to the New Digital Billboard, including, but not limited to, legal fees and feasibility analysis incurred by the City in negotiation and preparation of this Agreement. 2.6 Development Fee. The parties agree that Developer shall pay an annual development fee to City of Seventy Two Thousand Dollars ($72,000.00) per year ("Development Fee"), with a fixed annual increase of 2.25 percent in the Development Fee after the first year of the Agreement's term. The Development Fee shall be paid in quarterly installments, due within fifteen (15) days after the end of each quarter of the calendar year. Developer shall notify City when the New Digital Billboard becomes Operational for the purpose of determining the date payments of the Development Fee shall commence. The City's issuance of a building permit shall not be unreasonably withheld, provided the issuance of a building permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable building codes and standards. 2.7 Community Benefits. In addition to the Development Fee, Developer shall provide the following additional community benefits during the entire Term of this Agreement: 2.7.1 City's Use of Digital Sign. Developer shall also provide, free of charge to City on a space available basis, advertising space on the New Digital Billboard for purposes of posting public service announcements and City -related advertising or announcements ("City Advertising"). City Advertising shall appear on Digital Sign in the same time and manner as other advertising, as long as space is available. Notwithstanding the above, City shall have no right and Developer shall have no obligation to post City Advertising for more than five (5) percent of the Digital Billboard's total advertising time. The City shall submit all 0TAD-56322\2223299.2 5 proposed copy to Developer not less than five (5) business days prior to the date the copy is proposed to be displayed. All proposed City Advertising copy shall be prepared and submitted at the City's sole cost, shall be in a format ready for posting on the New Digital Billboard, and shall be subject to Developer's standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove copy and remove copy once posted or displayed. City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement: (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party. Any content provided by City shall be owned and belong exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. 2.7.2 Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space on the New Digital Billboard available to the appropriate agencies for the purposes of displaying "Amber Alert" or other emergency messages, at no cost. 2.8 Prohibited Use. Developer shall not utilize the New Digital Billboard to advertise smoking; tobacco; vaping; adult entertainment; sexually oriented materials, images, and language; "obscene matter," as that term is defined in California Penal Code section 311; or any matter that is prohibited by any City ordinance existing as of the Effective Date of this Agreement and equally -applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act from the Business and Professions Code. Developer shall immediately remove any prohibited content upon notice from the City. If there is a dispute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved. I:VASto] N&1:1 1IWAN IR1I&l»0&1*01rTANr[10r•] a9:1:8, Wel110" 3.1 Vested Right to Develop The Site. Developer shall have the right to develop the Project on the Site in accordance with, and to the extent of, the Development Approvals, the Subsequent Development Approvals, and this Agreement pursuant to the Land Use Regulations including, without limitation, Developer's vested right to develop the Project on the Site; provided that nothing in this Agreement shall be deemed to modify or amend the 1-10 Freeway Site Lease. In the event of any conflict or inconsistency between (i) the Agreement, any Project conditions of approval, and terms for issuance of a Project -related building permit, and (ii) the Land Use Regulations, this Agreement and any Project conditions of approval, and terms for issuance of a Project -related building permit shall prevail and control. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement: the rules, regulations and official policies governing permitted uses of the Site; the density and intensity and use of the Site; the maximum height, bulk, and size of proposed structures; the general location of public utilities; the design, and improvement and construction standards and specifications applicable to development of the Site; and other terms and conditions of development applicable to the Project, are set forth in the Land 0TAD-56322\2223299.2 6 Use Regulations which are in full force and effect as of the Effective Date of this Agreement, subject to the terms of this Agreement. 3.3 Development Approvals. Developer shall, at its own expense and before commencement of demolition, construction or development of any structures or other work of improvement upon the Site, secure or cause to be secured all necessary Development Approvals. Not by way of limiting the foregoing, in developing and constructing the Project, Developer shall comply with all (1) applicable development standards in City's Municipal Code, (2) applicable NPDES requirements pertaining to the Project, (3) all applicable building and fire codes, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and any fees and charges hereafter imposed by City in connection with the Project which are standard and uniformly -applied to similar projects in the City. 3.4 Timing of Development. Developer shall commence the Project within the time set forth in the Schedule of Performance, attached hereto as Exhibit "D". "Commencement" of the Project is defined herein as commencement of construction or improvements under the building permit for the construction of the New Digital Billboard on the Site within a reasonable time following Developer's receipt of Development Approvals. In the event that Developer fails to meet the schedule for Commencement of the Project, and after compliance with Section 5.3, either party hereto may terminate this Agreement by delivering written notice to the other party, and, in the event of such termination, neither party shall have any further obligation hereunder. However, if circumstances within the scope of Section 9.10 or action/inaction by the City delay the commencement or completion of the Project or any other task set forth in Exhibit "D", it would not constitute default or grounds for any termination rights found within this Development Agreement. In such case, the timeline to commence or complete the relevant task shall be extended in the manner set forth at Section 9.10. Notwithstanding the above, Developer shall, at all times, comply with all other obligations set forth in this Agreement regarding the construction or improvement of New Digital Billboard on the Site. 3.5 Removal of the Existing Static Billboard Displays. The removal of the existing static billboard displays from the Site, as identified in Section 1.1.12 of this Agreement, shall be performed prior to operation of the New Digital Billboard. Upon expiration of this Agreement, as set forth in Section 2.4, Developer shall remove the digital displays from the New Digital Billboard and install new static billboard displays in substantial conformance with the configuration of the existing static billboard displays. Developer shall bear all costs associated with the activities under this Section 3.5. 3.6 The purpose of this Agreement is to set forth the rules and regulations applicable to the Project, which shall be accomplished in accordance with this Agreement, including the Scope of Development (Exhibit "B") which sets forth a description of the Project and the Schedule of Performance (Exhibit "D"). 3.7 Changes and Amendments. Developer may determine that changes to the Agreement are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Agreement to effectuate such change(s). The Parties acknowledge that City shall be permitted to use its inherent land use authority in deciding whether to approve or deny any such amendment request; provided, however, that in exercising the foregoing reasonable discretion, the City shall not apply a standard different than that used in evaluating requests of other developers, and the City must comply with Paragraph 9.18 of this Agreement. Accordingly, under no circumstance shall City be obligated in any manner OTAD-56322\2223299.2 7 to approve any amendment to the Agreement. Notwithstanding the foregoing, the City Manager shall be authorized, with the written consent of Developer, to approve any non -substantive or minor amendment to the Agreement without processing a formal amendment to this Agreement. All other amendments shall require the approval of the City Council. The parties acknowledge that any extension of the Term for no more than twenty-four (24) months total is an example of a non -substantive change, which the City Manager, in his or her sole discretion, may approve in writing. Nothing herein shall cause Developer to be in default if it upgrades the digital display installed pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided Developer shall secure all applicable ministerial permits to do so and ensure that such upgrade is consistent with the dimensions and standards for the displays, as provided under this Agreement and the Land Use Regulations. 3.8 Reservation of Authority. 3.8.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Site: (a) Processing fees and charges of every kind and nature imposed by the City to cover the estimated actual costs to City of processing applications for Subsequent Development Approvals to the extent such fees are assessed on a City-wide basis. (b) Procedural regulations consistent with this Agreement relating to hearing bodies, petitions, applications, notices, findings, records, hearing, reports, recommendations, appeals and any other matter of procedure. Notwithstanding the foregoing, if such change materially changes Developer's costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice. (c) Changes adopted by the International Conference of Building Officials, or other similar body, as part of the then most current versions of the Uniform Building Code, Uniform Fire Code, Uniform Plumbing Code, Uniform Mechanical Code, or National Electrical Code, as adopted by City as Subsequent Land Use Regulations, if adopted prior to the issuance of a building permit for development of the New Digital Billboard on the Site. Notwithstanding the foregoing, if such change materially changes Developer's costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice. (d) Regulations that are not in conflict with the Development Approvals or this Agreement, and do not (1) reduce the size of the Project as permitted under the Land Use Regulations; (2) interfere with the operation of the New Digital Billboard as permitted under the Land Use Regulations; (3) change the land use designation or permitted or conditionally permitted use of the Site as described in the Land Use Regulations; (4) require the issuance of permits, approvals or entitlements by City other than those required under the Existing Land Use Regulations; or (5) materially limit the processing or procuring of applications and approvals of Subsequent Development Approvals. (e) Regulations that are in conflict with the Development Approvals or this Agreement, provided Developer has given written consent to the application of such regulations to the Development of the Site. 0TAD-56322\2223299.2 8 M Applicable Federal, State, County, and multi -jurisdictional law and regulations which City is required to enforce as against the Site and that do not have an exception for existing signs or legal nonconforming uses. 3.8.2 Future Discretion of City. This Agreement shall not prevent City from denying or conditionally approving any application for a Subsequent Development Approval on the basis of the Land Use Regulations. 3.8.3 Modification or Suspension by Federal or State Law. In the event that applicable federal or state laws or regulations enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, and there is no exception for the legal nonconforming use, each party shall provide the other party with written notice of such state or federal law or regulation, a copy of such law or regulation, and a statement concerning the conflict with the provisions of this Agreement. The parties shall, within sixty (60) days, meet and confer in good faith in a reasonable attempt to modify this Agreement so as to comply with such state or federal law or regulation. This Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce. Notwithstanding the foregoing, if such change materially changes Developer's costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice. 3.9 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not subject to control by City may possess authority to regulate aspects of the development of the Site as contemplated herein, and this Agreement does not limit the authority of such other public agencies. Developer acknowledges and represents that, in addition to the Land Use Regulations, Developer shall, at all times, comply with all applicable federal, State and local laws and regulations applicable to the New Digital Billboard and Site that do not have an exception for a legal nonconforming use. To the extent such other public agencies preclude development or maintenance of the Project and that do not have an exception for a legal nonconforming use, Developer shall not be further obligated under this Agreement except as provided in Section 4.1. Notwithstanding the foregoing, if such action by another public agency materially changes Developer's costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice. 3.10 Public Improvements. Notwithstanding any provision herein to the contrary, the City shall retain the right to condition any Subsequent Development Approvals to require Developer to pay any required development fees, and/or to construct the required public infrastructure ("Exactions") at such time as City shall determine subject to the following conditions, so long as such Exactions comport with constitutional law, the Mitigation Fee Act, and other applicable law. 3.10.1 The payment or construction must be to alleviate an impact caused by the Project or be of benefit to the Project; and 3.10.2 The timing of the Exaction should be reasonably related to the development of the Project and said public improvements shall be phased to be commensurate with the logical progression of the Project development as well as the reasonable needs of the public. 0TAD-56322\2223299.2 9 3.10.3 It being understood, however, that if the there is a material increase in cost to Developer or such action by City otherwise materially impacts Developer's its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice. 3.11 Fees, Taxes and Assessments. During the Term of this Agreement, the City shall not, without the prior written consent of Developer, impose any additional fees, taxes or assessments on all or any portion of the Project, except such fees, taxes and assessments as are described in or required by this Agreement and/or the Development Approvals. However, this Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and not the New Digital Billboard or Developer directly as follows: 3.11.1 Developer shall be obligated to pay those fees, taxes or City assessments and any increases in same which exist as the Effective Date or are included in the Development Approvals; 3.11.2 Developer shall be obligated to pay any fees or taxes, and increases thereof, imposed on a City-wide basis such as, but not limited to, business license fees or taxes or utility taxes; 3.11.3 Developer shall be obligated to pay all fees applicable to a permit application as charged by City at the time such application is filed by Developer; 3.11.4 Developer shall be obligated to pay any fees imposed pursuant to any Uniform Code that existed when the application is filed by the Developer or that exists when the Developer applies for any Subsequent Development Approval. 3.11.5 Developer shall be obligated to pay any fees associated with Developers application for any state permits required to entitle the New Digital Billboard. 3.12 Notwithstanding anything to the contrary herein, if there is a change in such fees to those charged as of the full execution hereof, or any additional fees are charged and such additional or increased fees materially change Developer's costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice. 3.13 The term of any Development Approvals and Subsequent Development Approvals shall be automatically extended for the longer of the Term of this Agreement or the term otherwise applicable to the Development Approvals and Subsequent Development Approvals. 3.14 To the extent such is not prohibited by applicable laws, Developer expressly reserves the right to lower the New Digital Billboard in order to improve the visibility of the New Digital Billboard and nothing contained in this Agreement shall impair or impact Developer's ability to lower the New Digital Billboard for this purpose. 4. TELECOMMUNICATION EQUIPMENT. 4.1 Installation of equipment by developer. Upon compliance with all applicable regulations, Developer may affix to the New Digital Billboard any telecommunication equipment, devices, or infrastructure, including without limitation antennae, wireless equipment, 0TAD-56322\2223299.2 10 or cellular equipment ("Developer Telecommunication Equipment"). In the event Developer installs any Developer Telecommunication Equipment, the City shall receive, as additional revenue under this Agreement, fifteen (15) percent of any gross collected revenue that Developer receives from operation of the Telecommunication Equipment, to be paid on an annual basis ("Developer Telecommunication Equipment Payment"). The Developer Telecommunication Equipment Payment shall be due at the same time the first quarterly Development Fee is due, as set forth in Section 2.6 of this Agreement. 5. REVIEW FOR COMPLIANCE. 5.1 Annual Reviews. At least once every twelve (12) months and within sixty (60) days' notice from the City Manager, Developer shall demonstrate its good faith compliance with the terms hereof by providing written correspondence addressed to the City Manager demonstrating such good faith compliance. "Good faith compliance" shall mean that Developer has sufficiently followed the terms of this Agreement so as to carry out the intent of the parties in entering into it. After receiving and reviewing Developer's written submission, if the City Manager finds that Developer is not acting in good faith compliance with this Agreement, the City Manager shall schedule a hearing before the Planning Commission in order to evaluate Developer's good faith compliance with the terms of the Agreement. The City shall provide Developer with notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five days prior to the hearing. The Planning Commission's determination following such hearing shall be based on substantial evidence, and shall be subject to appeal to the City Council. If the Planning Commission or City Council, as applicable, finds that the Developer is not in good faith compliance with the terms of this Agreement, the provisions of Section 6 shall govern the parties rights. Subject to cure rights under Section 5.3 of this Agreement, if Developer does not provide the aforesaid written correspondence to the City Manager within the aforementioned sixty (60) days' notice period, it shall be deemed a material violation of this Agreement. 5.2 City Right of Access. The City, its officers, employees, agents and contractors, shall have the right, at their sole risk and expense, to enter the Site upon execution of a license or other applicable written agreement in a form mutually acceptable to the owner of the Site and upon written notice to Developer. The access to the Site described in this paragraph shall be for the purpose of conducting the inspection, maintenance, repair, service, construction, or relocation of any public improvements or public facilities located on the Site. If an emergency repair to a public improvement or public facility on the Site and the City does not possess and has not obtained the foregoing access rights, the City may conduct such repair after providing Developer with reasonable notice. Any damage or injury to the Site or to the improvements constructed thereon resulting from such entry shall be promptly repaired at the sole expense of the City. The City also may access the Site in order to implement any of its lawful police powers to address any nuisance, dangerous condition, or other condition prohibited under the City's ordinances, so long as the City conducts the foregoing activities in a manner consistent with and protective of Developer's due process rights. Except as explicitly provided for in this Agreement (including without limitation in this Section), the City shall have no right whatsoever to enter the Site. 5.3 Procedure. Each party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the Agreement, to explain the basis for such assertion, and to receive from the other party a justification of its position on such matters. If, on the basis of the parties' review of any terms of the Agreement, either party concludes that the other party has not complied with the terms of the Agreement, then such party may issue a written "Notice of Non -Compliance" specifying the grounds therefore and all facts 0TAD-56322\2223299.2 11 demonstrating such non-compliance. The party receiving a Notice of Non -Compliance shall have forty-five (45) days to cure or remedy the non-compliance identified in the Notice of Non - Compliance, or if such cure or remedy is not reasonably capable of being cured or remedied within such forty-five (45) days period, to commence to cure or remedy the non-compliance and to diligently and in good faith prosecute such cure or remedy to completion. If the party receiving the Notice of Non -Compliance disputes that it is in non-compliance with the terms of this Agreement, that party shall respond in writing to the Notice of Non -Compliance within forty-five (45) days after receipt of the Notice of Non -Compliance. If a Notice of Non -Compliance is disputed, the parties shall, for a period of not less than fifteen (15) days following receipt of the response to the Notice of Non -Compliance, seek to arrive at a mutually acceptable resolution of the dispute. In the event that a cure or remedy is not timely effected or, if the Notice of Non - Compliance is disputed and the parties are not able to arrive at a mutually acceptable resolution of the matter(s) by the end of the fifteen (15) day period described above, the party alleging the non-compliance may thereupon pursue the remedies provided in Section 6. Neither party hereto shall be deemed in breach if the reason for non-compliance is due to a "force majeure" event as defined in, and subject to the provisions of, Section 9.10. 6.1 Termination of Agreement. 6.1.1 Termination of Agreement for Material Default of Developer. City, in its discretion, may terminate this Agreement upon written notice to Developer for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply with the terms of this Agreement (hereinafter referred to as "default" or "breach"); provided, however, City may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5.3. In the event of a termination by City under this Section 6.1.1, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the Processing Fee and the Development Fee, as applicable, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee, as applicable, within sixty (60) days after the date of termination and removal of the New Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination. 6.1.2 Termination of Agreement for Material Default of City. Developer, in its discretion, may terminate this Agreement upon written notice to City for any material failure of City to perform any material duty or obligation of City hereunder or to comply in with the terms of this Agreement; provided, however, Developer may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5.3. In addition, Developer may terminate this Agreement upon written notice to City, if despite Developer's good faith efforts, it is unable to secure the necessary permits and/or compliance with requirements under laws necessary to effectuate the Project. In the event of a termination by Developer under this Section 6.1.2, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the Processing Fee and the Development Fee, as applicable, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that Developer terminates this Agreement under this Section 6.1.2 before the New Digital Billboard becomes Operational, City shall refund any portion of the Processing Fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5. 0TAD-56322\2223299.2 12 6.1.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to (i) any default in the performance of the provisions of this Agreement which has occurred prior to said termination, (ii) Developer's obligation to remove the New Digital billboard pursuant to Section 4.1 or (iii) any continuing obligations to indemnify other parties. 6.2 Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non -defaulting party shall have the right to: (a) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (b) bring any action at law or in equity to compensate the non -defaulting party for all the detriment proximately caused by the defaulting party's default. 7. INSURANCE, INDEMNIFICATION AND WAIVERS. 7.1 7.1.1 Types of Insurance. (a) Liability Insurance. Beginning on the Effective Date hereof and until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be kept in force for the mutual benefit of City, as additional insured, and Developer commercial general liability insurance covering Developer's possession and use of the Site and providing protection of at least Two Million Dollars ($2,000,000) per occurrence for bodily injury or death, at least Four Million Dollars ($4,000,000) in the aggregate for any accidents or occurrences, and at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to City evidence that any contractors with whom Developer has contracted for the performance of any work for which Developer is responsible maintains the same limits of coverage, as specified above. Developer shall provide to the City annual proof of insurance consistent with terms and conditions of this agreement. (b) Worker's Compensation. Developer shall also furnish or cause to be furnished to City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker's compensation insurance as required by law. (c) Insurance Policy Form, Sufficiency, Content and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies qualified to do business by California with an AM Best Rating of no less than "A". All such policies shall be non -assignable and shall contain language, to the extent obtainable, to the effect that (i) the policies are primary and noncontributing with any insurance that may be carried by City, but only with respect to the liabilities assumed by Developer under this Agreement; and (ii) the policies cannot be canceled by Developer except after written notice by Developer to City or City's designated representative and the City's approval thereof. Developer shall furnish City with certificates of insurance evidencing that Developer has complied with the requirements of this paragraph 7.1.1. 7.1.2 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits: 0TAD-56322\2223299.2 13 (1) For insurance required above, within seven (7) days after the Effective Date or consistent with the requirements of Exhibit "D" (Schedule of Performance), Item No. 8. (2) The City can request current certificates of all insurance policies as required, including endorsements. Developer's failure or refusal to procure or maintain insurance as required herein or failure or refusal to furnish City with proof that the required insurance has been procured and is in full force and effect may, after complying with the requirements of Section 5.3, be deemed a default under the terms of this Agreement. 7.2 Indemnification. 7.2.1 General. Developer shall indemnify the City, and its respective officers, employees, and/or agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein "claims or liabilities") that may be asserted or claimed by any person(s), firm, or entity arising out of or in connection with this Agreement and/or the work, operations, or activities of Developer, its agents, employees, subcontractors, and/or invitees, hereunder, upon the Site. 7.2.2 Exceptions. The foregoing indemnity shall not include claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents, or employees. The foregoing indemnity shall also not include claims or liabilities arising from City's use of Developer's advertising space pursuant to Section 2.9.1 above. 7.2.3 Period of Indemnification. The obligations for indemnity under this Section 7.2 shall begin upon the Effective Date and shall survive termination of Development Agreement. 8. MORTGAGEE PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer's sole discretion, from encumbering the Site or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Site. City acknowledges that the lenders providing such financing may require certain Agreement modifications and City agrees upon request, from time to time, to meet with Developer, the owner of the Site, and representatives of such lenders to negotiate in good faith any such request for modification. Subject to compliance with applicable laws, City will not unreasonably withhold its consent to any such requested modification provided City determines such modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Site shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Project or the Site made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Project or the Site, or any part thereof, which Mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive 0TAD-56322\2223299.2 14 written notification from City of any default by Developer in the performance of Developer's obligations under this Agreement. (c) If City timely receives a request from a Mortgagee requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall make a good faith effort to provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Developer. The Mortgagee shall have the right, but not the obligation, to cure the default during the period that is the longer of (i) the remaining cure period allowed such party under this Agreement, or (ii) sixty (60) days. (d) Any Mortgagee who comes into possession of the Project or the Site, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Project or the Site, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer's obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; except that (i) to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City's performance hereunder, and (ii) in the event any Mortgagee seeks to develop or use any portion of the Project or the Site acquired by such Mortgagee by foreclosure, deed of trust, or deed in lieu of foreclosure, such Mortgagee shall strictly comply with all of the terms, conditions and requirements of this Agreement and the Development Approvals applicable to the Project or the Site or such part thereof so acquired by the Mortgagee. 9. MISCELLANEOUS PROVISIONS. 9.1 Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City Clerk within ten (10) days of execution, as required by Government Code Section 65868.5. Amendments approved by the parties, and any cancellation, shall be similarly recorded. 9.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties with respect to the subject matter set forth herein, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 9.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, then that term, provision, covenant or condition of this Agreement shall be stricken and the remaining portion of this Agreement shall remain valid and enforceable if that stricken term, provision, covenant or condition is not material to the main purpose of this agreement, which is to allow the Project to be permitted and operated and to provide the Development Fee to the City; otherwise, this Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which agreement shall not be unreasonably withheld. 9.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. 0TAD-56322\2223299.2 15 This Agreement shall be construed as a whole according to its fair language and common meaning, to achieve the objectives and purposes of the parties hereto. The rule of construction, to the effect that ambiguities are to be resolved against the drafting party or in favor of the non - drafting party, shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and hereof. 9.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 9.6 Singular and Plural. As used herein, the singular of any word includes the plural. 9.7 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 9.8 Waiver. Failure of a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 9.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the parties and their owner, successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 9.10 Force Majeure. Notwithstanding the contrary herein, neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, rains, winds, wars, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond the party's control (including the party's employment force), government actions and regulations (other than those of the City), court actions (such as restraining orders or injunctions), or other causes beyond the party's reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years and further provided that if such delay is longer than six (6) months, Developer may terminate this Agreement upon written notice to City and City shall return to Developer any portion of the Development fee paid for any period after the effective date of such termination. 9.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 9.12 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same affected as if all of the parties had executed the same instrument. 9.13 Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county. Service of process on City shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside OTAD-56322\2223299.2 16 or outside California. In the event of any action between City and Developer seeking enforcement or interpretation of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys' fees. 9.14 Covenant Not To Sue. The parties to this Agreement, and each of them, agree that this Agreement and each term hereof are legal, valid, binding, and enforceable. The parties to this Agreement, and each of them, hereby covenant and agree that each of them will not commence, maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding against any other party to this Agreement, in law or in equity, which is based on an allegation, or assert in any such action, that this Agreement or any term hereof is void, invalid, or unenforceable. 9.15 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the Development of the Project is a private Development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the Development of private property, on the one hand, and the holder of a legal or equitable interest in such property on the other hand. City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private Development into a "public work" project, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer's private project into a public work project, it being understood that this Agreement is entered into by City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement which are incorporated into this Agreement and made a part hereof, and that City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement. 9.16 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 9.17 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain or Developer's right to seek and collect just compensation or any other remedy available to it. 9.18 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements. The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non -material modifications may be approved by the City Manager upon approval by the City Attorney. OTAD-56322\2223299.2 17 9.19 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound. 9.20 Notices. All notices under this Agreement shall be effective when delivered by United States Postal Service mail, registered or certified, postage prepaid return receipt requested; and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing by providing notice to the other party: To City: City of Baldwin Park 14403 E. Pacific Avenue Baldwin Park, CA 91706 Attn: City Manager With Copy To: Robert Tafoya, Esq. Baldwin Park, City Attorney 14403 E. Pacific Avenue Baldwin Park, CA 91706 To Developer: Outfront Media, Inc. Inc. Real Estate Manager 1731 Workman St Los Angeles, CA 90031 With Copy To: Anthony M. Leones, Esq. Miller Starr Regalia 1331 N. California Blvd, Fifth Floor Walnut Creek, CA 94596 9.21 Nonliability of City Officials. No officer, official, member, employee, agent, and/or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, and/or representative. 9.22 No Brokers. City and Developer represent and warrant to the other that neither has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorneys' fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder's fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder's fee. 9.23 No Amendment of Lease. Nothing contained in this Agreement shall be deemed to amend or modify any of the terms or provisions of the Lease. Nothing contained in this Agreement shall constitute or be deemed to constitute a limit on any of Developer's obligations under the Lease, or any of Owner's rights or remedies against Developer under the Lease. 0TAD-56322\2223299.2 18 WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above. ATTEST: City: CITY OF BALDWIN PARK By: Manuel Lozano Mayor APPROVED AS TO FORM: Jean M. Ayala Robert Tafoya City Clerk City Attorney Developer: Outfront Media, LLC, a Delaware Limited Liability Company 0 [end of signatures] 0TAD-56322\2223299.2 19 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On , 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 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On , 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 0TAD-56322\2223299.2 20 EXHIBIT "A" LEGAL DESCRIPTION OF SITE APNs: 8550-3-14, -15, and -33 Legal Description OTAD-56322\2223299.2 21 SCOPE OF DEVELOPMENT INCLUDING SIGN PLANS Developer and City agree that the Development shall be undertaken in accordance with the terms of the Agreement, which include the following: 1. Project. Developer shall upgrade the existing static sign with the New Digital Billboard in accordance with the terms of this Agreement. The New Digital Billboard consists of one (1) approximately 60 feet tall, "bulletin" size freeway -oriented billboard with a total of two (2) digital displays (each display measuring 14'x 48') within the Site. In addition, Developer agrees to install, at no cost to City, a sign with the name "City of Baldwin Park" that is visible to and facing in both directions to 1-10. 2. Building Fees. Developer shall pay all applicable City building fees, as described in this Agreement, at the time that a building permit is issued for the installation of the New Digital Billboard on the Site. 3. Maintenance and Access. Developer, for itself and its successors and assigns, hereby covenants and agrees to be responsible for the following: (a) Maintenance and repair of the New Digital Billboard and Site (where authorized pursuant to the 1-10 Freeway Site Lease) including but not limited to, the displays installed thereon, and all related on -Site improvements, easements, rights-of-way at its sole cost and expense. Developer's maintenance and repair obligation shall include, without limitation, maintaining any poles, lighting, signs and walls in good repair and free of graffiti, rubbish, debris and other hazards to persons using the same. Developer shall maintain and repair the New Digital Billboard in accordance with all applicable laws, rules, ordinances and regulations of all federal, State, and local bodies and agencies having jurisdiction over the Site unless those federal, State, and local bodies have an exception for a legal nonconforming use. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Project; (ii) replacement of any fixtures, equipment or property damaged by the Project to the extent required by this Agreement or applicable law; (iii) the ongoing maintenance by the Developer of any access points to the New Digital Billboard to minimize dust caused by the Project; and (iv) the repair, replacement and repainting of the New Digital Billboard structures and displays as necessary to maintain such billboards in good condition and repair. (b) Maintenance of the New Digital Billboard Site (where authorized pursuant to the 1-10 Freeway Site Lease) 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 of the New Digital Billboard such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within three hundred (300) feet of the 1-10 Freeway Site. 4. Other Rights of City. In the event of any violation or threatened violation of any of the provisions of this Exhibit "B," then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of this Agreement, the City shall have the right, after complying with Section 5.3 of this Agreement, (i) to enforce the provisions hereof by undertaking any maintenance or repairs required by Developer under Paragraph 3 above (subject to the execution of a permit or other instrument to enter in form reasonably acceptable to the 0TAD-56322\2223299.2 22 owner of the Site) and charging Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or revoke in the manner proscribed by law, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the New Digital Billboard. 5. No City Liability. The granting of a right of enforcement to the City does not create a mandatory duty on the part of the City to enforce any provision of this Agreement. The failure of the City to enforce this Agreement shall not give rise to a cause of action on the part of any person. No officer or employee of the City shall be personally liable to the Developer, its successors, transferees or assigns, for any default or breach by the City under this Agreement. 6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Digital Billboard and, where stated, on the Site, shall conform to all applicable provisions of the Baldwin Park Municipal Code and the following conditions, in a manner subject to the approval of the Planning Manager or designee: (a) A building permit will be required and structural calculations shall be prepared by a licensed civil engineer and approved by the City Building Official. (b) The Billboard shall be located in the portion of the Site as described in attached Exhibit A and as set forth herein and based on dimensions described in Section 1, above. (c) The size of each sign display of New Digital Billboard shall not exceed a maximum area of 672 square feet and shall not to exceed a maximum height of 60 feet, including all extensions, and shall be spaced at intervals that are no less than 500 feet from any other billboard on the same side of the freeway and measured parallel to the freeway as depicted in the Sign Plans set forth herein and approved by the City as part of the Development Approvals. (d) Plans and specifications for the proposed installation of the New Digital Billboard, including all utility plans, shall be submitted to the City Planning and Building Departments for plan check and approval prior to the issuance of building permits. (e) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City. (f) Developer shall maintain the Site and use thereof in full compliance with all applicable codes, standards, policies and regulations imposed by the City, County, State or federal agencies by any duly and valid city, county or state ordinance with jurisdiction over the facilities, unless the Project is exempted as a legal nonconforming use. (g) Developer shall, at all time, comply with the approval for the New Digital Billboard from the California Department of Transportation Outdoor Advertising Division and shall maintain acceptable clearance between proposed billboards and Southern California Edison distribution lines. (h) The Developer shall pay any and all applicable fees due to any public agency pertaining to the New Digital Billboard prior to the final issuance of the building permits. 0TAD-56322\2223299.2 23 (i) The activities proposed in this Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way. 0) Developer shall ensure that all access to the New Digital Billboard is kept restricted to the general public to the extent permitted under local laws and by the 1-10 Freeway Site Lease. (k) Developer shall comply with all necessary NPDES requirements pertaining to the proposed use, to the extent applicable. (1) All graffiti shall be adequately and completely removed or painted over within 48 hours of notice to Developer of such graffiti being affixed on New Digital Billboard. (m) Developer shall comply with the standards as adopted by the Outdoor Advertising Association of America, Inc. (OAAA), including but not limited to, the 0.3 foot- candles limitation over ambient light levels at 250 feet, and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic diming capabilities, as well as providing the City's Planning Manager or designee with a designated Developer employee's phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. (n) In the event ten percent (10%) or more of the digital sign face is not operating correctly or in the event of a malfunction, Developer shall immediately turn the entire display off, or show a one hundred percent (100%) black image on the display until corrected. 0TAD-56322\2223299.2 24 EXHIBIT "B-1" SITE PLAN AND CONCEPTUAL RENDERING OF SIGN OTAD-56322\2223299.2 25 OTAD-56322\2223299.2 26 N , ,hers LE:% P3C;TH FCE`3 I I I I I ( I I I I I I I I I I I I I I I I rI I N {;LE I I It E I I I I I I I I I I I I I I Y F i4+1 cd I' �y FF'1 iCl .rTlu.4 NORTH-SOUTH ELEVATION EXI TI .,, 'LE FACE !4'X-,',' OFF- VISES ;IGH TCi EE CCNVE TE; TO LED (ROTH FACE'::] EI R ....'SHEET `XETAL ? I<n T I I I I I I I I A PDLE N-. IDE Ai,,E ' j FYJLE VI I I CkA I I I I I (E FCJ-, ATP:",, �L- ¢i EAST & WEST ELEVATION OF FROFECa C)"C )ELLE FACIE �'KCN SCALE : 1/8'= l'—C" 0TAD-56322\2223299.2 27 EXHIBIT "C" BALDWIN PARK OFF PREMISES DIGITAL SIGN ORDINANCE OTAD-56322\2223299.2 28 EXHIBIT "D" SCHEDULE OF PERFORMANCE ITEM OF PERFORMANCE TIME FOR REFERENCE PERFORMANCE 1. Effective Date of this Agreement No sooner than 30 days 1.1.7 following Council approval of 2nd reading 2. Developer submits final design and Within 60 days of 2.6, 3.4 construction plans to the City Planning Ordinance becoming and Building Departments to obtain a effective building permit. 3. Developer pays Processing Fee to City Upon submittal to the City 2.5 for design approval and building permits 4. Developer to provide a copy of the Prior to the City issuing a 1.1.6 Caltrans approval to City. building ermit. 5. City to approve all design and First plan check shall be 2.6 construction, engineering drawings and completed within 15 specifications, and issue a building permit. working days of completed submittal by developer. Any subsequent plan checks required shall also be completed within 15 working days. Complete submittal shall include, but not be limited to, all required fees, documents, and required plan corrections. 6. Developer submits proof of insurance to Prior to commencing any 7.1 City inspection and work on the project. 7. Developer to complete all construction Within 180 days of 1.1.6 work, obtain final permit sign -off from City issuance of final and start Operations. Development Approval It is understood that this Schedule of Performance is subject to all of the terms and conditions of the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. Moreover, nothing in this Schedule of Performance shall be construed to restrict the Planning Commission or City Council's discretion to render Development Approvals insofar as it may exercise such discretion. 0TAD-56322\2223299.2 29 ORDINANCE 1459 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH OUTFRONT MEDIA, LLC FOR THE APPROVAL OF A CONVERSION OF AN EXISTING DOUBLE SIDED STATIC BILLBOARD TO A DOUBLE SIDED DIGITAL LED BILLBOARD STRUCTURE AT THE REAL PROPERTY LOCATED AT 12921 GARVEY AVENUE ALONG THE 1-10 FREEWAY WITHIN THE CITY OF BALDWIN PARK. WHEREAS, pursuant to the Zoning Code section 153.170, relating to the conversion of existing static -faced billboard to digital -faced billboards as noted in Ordinance 1394; and WHEREAS, pursuant to Zoning Code section 153.170, the billboards shall be required to receive Caltrans approval; and WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on February 24, 2021, to receive comments and consider recommendation to City Council of the proposed Development Agreement (DA 20-02); and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the proposed project has been reviewed in compliance with the provisions of the California Environmental Quality Act (CEQA) and the City's environmental review procedures. In compliance with the California Environmental Quality Act, Section 15063 of the California Environmental Quality Act guidelines, an Initial Study and Negative Declaration has been prepared for this project with the purpose of identifying the project's significant effects on the environment; and WHEREAS, the Initial Study and Negative Declaration was circulated for public comments between January 18, 2021 to February 17, 2018; and WHEREAS, the applicant has agreed to revisions in the project plans, proposed mitigation measures, and terms of the Development Agreement that will avoid the effects or mitigate the effects to a point where clearly no significant effects would occur; and Ordinance 1459 Page 2 WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on March 17, 2021; and WHEREAS, the City Council has reviewed the Development Agreement (DA 20-02) (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement (DA 20-02); and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement (DA 20-02) are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement (DA 20-02) is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located within the Industrial Commercial I -C zone; and WHEREAS, the City Council hereby specifically finds that the Development Agreement (DA 20-02) is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement (DA 20-02) is consistent with the provisions of California Government Code §§ 65864 - 65869.5. WHEREAS, the findings set forth in the attached Development Agreement (DA 20-02) and as set forth in the Negative Declaration are hereby incorporated as findings by this City Council in adopting this ordinance, and WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on March 17, 2021. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. The City Council hereby certifies the Negative Declaration, and based upon substantial evidence presented to the City Council during the above -referenced hearing, including the Initial Study, any public comments received during the public comment period of the Negative Declaration, the Ordinance 1459 Page 3 written staff reports, verbal testimony, and the development plans, the City Council hereby finds that: a) There is no substantial evidence that the project will have a significant effect on the environment; and b) The negative declaration reflects the City's independent judgment and analysis; and SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: a) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. The proposed billboard structure is located along the 1-10, San Bernardino Freeway. The subject site is not in a General Plan focus area. However, the General Plan has identified the general area for industrial uses. The installation of billboards adjacent to the 1-10 San Bernardino Freeway is a land use that is typically seen within industrial areas adjacent to freeways and would not conflict with future or existing larger scale industrial development. b) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. The proposed billboard is compatible with other uses allowed in the project site's land use district and zone. The project site is zoned I -C, Industrial Commercial, which is compatible with the underlying "General Industrial" General Plan Land Use Designation. Furthermore, the property and project site is adequately adjacent to the 1-10 San Bernardino Freeway and said billboard structure is designed to advertise toward the freeway. c) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. Ordinance 1459 Page 4 As mentioned above, the digital -faced billboard is proposed to be located on a property zoned Industrial Commercial (1-C) and is developed with a multi -tenant industrial complex that is consistent with the zone. Furthermore, the construction of the proposed digital billboard will reduce vehicular trips and resources that would otherwise be required for the maintenance or change -out of paper advertisements on a conventional static billboard. As such, it is anticipated that the billboard structure will not be detrimental or injurious to the subject property or the general neighborhood as the surrounding/adjacent areas are also developed with non- residential uses. d) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office, along with review by the Chief Executive Officer and the Planning Division Staff, the Development Agreement (Reference Attachment #2) is consistent with California Government Code Sections 65864- 65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement (DA 20-02), by and between Becker Boards Small, LLC and the City of Baldwin Park, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. The City Council directs the City staff to carry out the terms and conditions of the Development Agreement (DA 20-02) and make any modifications, amendments, or alterations to the Development Agreement (DA 20-02) as deemed administratively necessary from time to time. SECTION 5. The City Council does hereby adopt the Condition of Approval applicable to the Development Agreement (DA 20-02): a) Applicant shall submit a signed wet -stamped survey prepared by a licensed engineer identifying that the distance between the proposed billboard structure at 12921 Garvey Avenue and any other billboard complies with the State of California Outdoor Advertising Act development standards and the Applicant agrees that their proposed billboard sign at 12921 Garvey Avenue will be built in conformance with the State of California Outdoor Advertising Act, including but not limited to being placed 500 feet or more from any other existing billboard. Ordinance 1459 Page 5 SECTION 6. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. PASSED AND APPROVED ON THE _ day of , 2021 EMMANUEL J. ESTRADA, MAYOR ATTEST: MARLEN GARCIA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, MARLEN GARCIA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on March 17, 2021. Thereafter, said Ordinance No. 1459 was duly approved and adopted at a regular meeting of the City Council on , 2021 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: MARLEN GARCIA, CITY CLERK Initial Study & Negative Declaration meat aidocuments/2485finaloutfrontmediabaidwinDarkisnd/file AREA MAP Not to Scale N Vicinity Map LOCATION: 12921 Garvey Avenue CASE NUMBER: DA 20-02 DATE: March 17, 2021 LP OF U B OF, 00 EY ah reo JATNW ... .... .. . . ............. .. NOTES Com �'i At j"m,� �o' 1. THE CONTRACTOR SHALL VERIFY ALL DIMENSIONS IN FIELD FOR PROPER COORDINATION OF WORK. S, SLmer Tech Auto �A N 5'-0" Tt,upjc-'a� Floating 12 1 G,.arvev Avenue 2. UNDERGROUND UTILITIES MAY EXIST ON OR ADJACENT TO THE NEW SIGN LOCATION. THEREFORE, THE ibdfa !3'paw OAMO (N) 1 4x48 CONTRACTOR SHALL CALL FOR DIG -ALERT PRIOR TO San LED BOTH FACES BACK—TO—BACK ANY EXCAVATION IN ORDER TO VERIFY THE EXACT LOCATIONS OF THE UNDERGROUND FACILITIES. yl R y Tan �0 E , PN,;FOAA(�','� Walnut Creek NaLume Plark W�A ('�wup chni., 't1uqv CD , nvgl ",N-,,,- d t,, 1, r VINICITY MAP N.T.S. -:7:: —8 6 o S77-1 1 47" �Z _3 8.87 (E)36"O SIGN POLE INSIDE (N)64" SQUARE POLE COVER CD CD CD CD 0 0 LC-) �CD v C:) LF) 00 C) LF) 00 Z� Ln /n 00 0 C'v :z/ 0�_ CL_ CL_ 0 Lyt FOUNDATION uo EXISTIN DOUB Fj A'CE 4f)(48 'TO BE Ln t-0 OFF*—PR MISES I N CONVE D TO E (BoiH NORTH -SOUTH ELEVATION (-P CD_ CD ACES) Li EXISTING DOUBLE FACE 14'X48' OFF—PREMISES SIGN TO BE CONVERTED TO LED (BOTH FACES) 48$-0)) a I 0 D/_ _C�N lool ................................. X ITFRO T SHEET METAL SKIRT C D I - Id - Lo C I (D (E)36"O--� I SIGN POLE I I INSIDE I I (N)64" SQUARE POLE TRIM Too SITE PLAN FOR PROPOSED CONVERSION N OF EXISTING DOUBLE FACE SIGN TO BE GRADE ­ REPLACED WITH LED SCALE : 1 70'-0" (E) FOUNDATION J" EAST & WEST ELEVATION OF PROPOSED DQUBLE FACE SIGN SCALE : 1/8" = l'—O" THESE DRAWINGS AS INSTRUMENT OF SERVICE ARE THE L E E D C 0 E N G I N E E R S7 I N C. APPROVED BY: JOB NO.: SHEET TI TLE EXISTING DOUBLE FACE 14'X48' OFF -PREMISES SIGN TO BE CONVERTED TO LED (BOTH FACES) FOR C. D. LEE 8165 PROPERTY OF LEEDCO ENGINEERS AND SHALL NOT BE S T R U C T U R E S - F 0 u N D A T 1 0 N s 1 OWNER OUTFRONT MEDIA /oft� DRAWN BY: DATE: REPRODUCED WITHOUT THE CONSENT OF LEEDCO ENGINEERS, INC. PVS 08-27-19 OF 3870 BALDWIN AVE., EL MONTE, CA. 91731 (626) 448-7870 JOB ADDRESS 12921 E. GARVEY AVE., BALDWIN PARK, CA 91706 Fabricate pole cover for new billboard. . 100 aluminum skin with 1-1 /2" x 1-1 /2' x 3/16" Aluminum angle frame. Primary pole cover surround to have textured dark gray finish. 56" 38, Two 4" square aluminum accents bands painted brushed aluminum and wrap around sides of dark gray pole cover. Outer accent fins that run vertically up the one side and across the top are smooth finish painted light titanium gray. 46" diameter City of Baldwin logos to be on both sides. 1/8" aluminum with digital print graphic applied. Pole cover to be welded to pipe at each section. F- 0 .............. 2' x 2" gray montexed structural aluminum angle attached to pole cover with each section. "Fins" are drilled and bolted with 1/4" bolts in the field, 3/8" bolts attached for pick points, Guides, and for attaching N�Removable end sections together, sections on this side only U qu,", Steel angle irons bolted in place on frame at top and bottom. INSTALLER NOTE: Remove the one on removable side to fit pole cover around pipe. Then bolt back in place prior to welding pole cover in place so that removable end panel fits properly, OUrFRONr/ ADDRESS BaldwnPakCA imDATE 9-9-9 EMDRAWING NUMBER 01010nt9-9,19 4" 56" 13' FRONT MEW SHOWING EXAMPLE OF APPROX. PLACEMENT OF INTERNAL FRAMING I � I AGENDA BALDWIN PARK FINANCE AUTHORITY VIRTUAL MEETING March 17, 2021 7:00 PM THE COUNCIL CHAMBER IS CLOSED TO THE PUBLIC IN ACCORDANCE WITH HEALTH OFFICIALS RECOMMENDATIONS In accordance with the Governor's Declarations of Emergency for the State of California (executive Orders N-25-20 and N-29-20) and the Governor's Stay at Home Order (Executive Order N-33-20), the Baldwin Park City Council Meetings are being conducted via teleconference to limit in-person attendance. Audio Streaming will be available at: https.11www.youtube.comlchannellUCFLZO dQFFjy59rhiQZ13Eg1featured?view as=subscriber http://baldwinvark.qrani . cus. comlViewPublisher. PhP ?view id=10 Audio Streaming Simultaneously in Spanish will be available at. https.-Ilwww.voutube.com/�hanne//UC3bPFBIHcoPIk,v]X etmGcA leALD 0, H U ff 0 X. ....... . ... SAN Oki E L �114A J JV Emmanuel J. Estrada Chair Alejandra Avila Vice Chair Daniel Damian Board Member Monica Garcia Board Member Paul C. Hernandez Board Member PUBLIC COMMENTS COMENTARIOS DEL POBLICO The public is encouraged to address the Se invita al p6blico a dingirse al Concitio o City Council or any of its Agencies listed cualquiera otra de sus Agencias nombradas en on this agenda on any matter posted on esta agenda, para hablar sobre cualquier asunto the agenda or on any other matter within publicado en la agenda o cualquier tema que its jurisdiction. In accordance with est6 bajo su jurisdicci6n. De acuerdo con el Chapter 39 of the Baldwin Park Municipal capitulo 39 del C6digo Municipal de la Ciudad Code, Speakers must address the de Baldwin Park, los comentaros deben se Council as a whole and refrain from dirigidos al Concilio como una sola entidad, y no making impertinent, slanderous, or ser impertinentes, difamatorios, o profanos, 0 profane remarks or disrupt the peace of interrumpir la paz de la reuni6n. the meeting. FINANCE AUTHORITY REGULAR VIRTUAL MEETING — 7:00 PM CALL TO ORDER ROLL CALL Board Members: Daniel Damian, Monica Garcia, Paul C. Hernandez, Vice Chair Alejandra Avila, and Chair Emmanuel J. Estrada PUBLIC COMMUNICATIONS If you wish to comment, please email your name, City of residence, item number or topic and a phone number where you will be available between the hours of 7:00 PM to 8:00 PM on March 17, 2021 to comments@baldwinpark. com. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. In order to provide all with an equal opportunity to voice their concerns, staff needs time to compile and sort speaker cards received. As such, we respectfully request that you email your information between the posting of this agenda and 5:00 PM on March 17, 2021. If you are a non-English Speaker and require translation services in another language, or sign, please indicate your request in your communication 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. CONSENT CALENDAR 1. Treasurer's Report — January 2021 Staff recommends that the Board receive and file the Treasurer's Report for January 2021. ADJOURNMENT CERTIFICATION 1, Marlen Garcia, Secretary of the Finance Authority hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 11 1h day of March, 2021. ,�7AALvA,Z Marlen Garcia, City Clerk PLEASE NOTE: Copies of staff reports and supporting documentation pertaining to each item on this agenda are available for public viewing and inspection at City Hall, 2 nd Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin Park. For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at lmoralesabaldwinpark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34� 102.104 ADA TITLE L ITEM NO. 1 Honorable Chair and Board Members of the Financing Authority Rose Tam, Director of Finance March 17, 2021 Treasurer's Report — January 2021 SUMMARY Attached is the Treasurer's Report for the month of January 2021. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer's Report for January 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report TO: OF,11'�, ''r FROM: ko DATE: JANO SUBJECT: ITEM NO. 1 Honorable Chair and Board Members of the Financing Authority Rose Tam, Director of Finance March 17, 2021 Treasurer's Report — January 2021 SUMMARY Attached is the Treasurer's Report for the month of January 2021. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer's Report for January 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report CITY OF BALDWIN PARK TREASURER'S REPORT 1/3112021 ESTIMATED INVESTMENT INTEREST PURCHASE MATURITY PAR CURRENT BOOK MARKET F� DESCRIPTION RATE DATE DATE VALUE PRINCIPAL VALUE VALUE State of California Local Agency Investment Fund (LAIF) City -Including General Fund & all other Special Revenue Funds 0.458% Varies Varies $ 26,814,078.13 $ 26,814,078.13 $ 26,814,078.13 $ 26,814,078.13 Housing Authority 0A58% Varies Varies 14,079.69 14,079.69 14,079.69 14,079.69 26,828,157.82 26,828,157.82 26,828,157.82 26,828,157.82 Certificate of Deposi 5-._00 _000 _000 0.00 US Bank - Debt Service Trustee Accounts Fiscal Agent Funds (TrusVDebt Service Fund) Varies Varies Varies 6,761,629.48 6,761,629.48 6,761,629.48 6,761,629.48 Fiscal Agent Funds - Successor Agency (Trust/Debt Service Fund] Varies Varies Varies 99,456.00 99,456.00 99,456.00 99,456.00 6,861,085.48 6,861,085.48 6,861,085.48 6,861,085.48 $ 33,689,243.30 $ 33,689,243.30 $ 33,689,243.30 $ 33,689,243.30 Total Investments $ 33,689,243.30 Cash with Bank of the West City Checking 6,753,315.27 Money Market Plus 42,700.23 City Miscellaneous Cash 351,825.00 Successor Agency 1,051,820.15 Housing Authority 498,744.88 Financing Authority 11,700.00 Total Cash with Bank of the West 8,710,105.53 Investment Brokerage Capital Reserves (Divdend Option Cash) 257,691.25 Total Cash and Investments $ 42,657,040.08 In accordance with AB X126,the Community Development Commission is dissolved effective January 31, 2012. The successor agency name is "The City of Baldwin Park as Successor Agency to the Community Development Commission of the City of Baldwin Park". There was one investment maturity and no purchase transactions made for the month of January 2021 and several deposits/withdrawals were made through the Local Agency Investment Fund. In compliance with the California Government Code Section 53646 et seq., I hereby certify that sufficient investment liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months that all investments are in compliance to the City's Statement of Investment Policy. Approved by: Rose Tam Director of Finance AGENDA BALDWIN PARK HOUSING AUTHORITY VIRTUAL MEETING March 17, 2021 7:00 PM THE COUNCIL CHAMBER IS CLOSED TO THE PUBLIC IN ACCORDANCE WITH HEALTH OFFICIALS RECOMMENDATIONS In accordance with the Governor's Declarations of Emergency for the State of California (executive Orders N-25-20 and N-29-20) and the Governor's Stay at Home Order (Executive Order N-33-20), the Baldwin Park City Council Meetings are being conducted via teleconference to limit in-person attendance. Audio Streaming will be available at: https,�Lwww.youtube.corpAhanneVUCFLZO dQFRiy59rhiQZ13Eqffeqtured?view qs=subscriber http�ocldwinperk. granicus. comlViewPublisher. php Niew id=10 Audio Streaming Simultaneously in Spanish will be available at: https.-Ilwww.voutube.com/��hannel/UC3bPFBIHcoPIks]X etmGcA $XLD .. .. ....... 0 HU60F X A ?'ED J ANN03 Emmanuel J. Estrada Chair Alejandra Avila Vice Chair Daniel Damian Board Member Monica Garcia Board Member Paul C. Hernandez Board Member PUBLIC COMMENTS COMENTARIOS DEL POBLICO The public is encouraged to address the Se invita al pOblico a dirigirse al Concilio o City Council or any of its Agencies listed cualquiera otra de sus Agencias nombradas en on this agenda on any matter posted on esta agenda, para hablar sobre cualquier asunto the agenda or on any other matter within publicado en la agenda o cualquier tema que est6 its jurisdiction. In accordance with bajo su jurisdicci6n. De acuerdo con e/ capitulo Chapter 39 of the Baldwin Park Municipal 39 del C6digo Municipal de la Ciudad de Baldwin Code, Speakers must address the Park, los comentaros deben se dirigidos al Council as a whole and refrain from Concitio como una sola entidad, y no ser making impertinent, slanderous, or impertinentes, difamatorios, o profanos, o profane remarks or disrupt the peace of interrumpir la paz de la reuni6n. the meeting. HOUSING AUTHORITY LL I REGULAR VIRTUAL MEETING — 7:00 PM CALL TO ORDER ROLL CALL Board Members: Daniel Damian, Monica Garcia, Paul C. Hernandez, Vice Chair Alejandra Avila, and Chair Emmanuel J. Estrada PUBLIC COMMUNICATIONS If you wish to comment, please email your name, City of residence, item number or topic and a phone number where you will be available between the hours of 7:00 PM to 8:00 PM on March 17, 2021 to comments@baldwingark. com. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. In order to provide all with an equal opportunity to voice their concerns, staff needs time to compile and sort speaker cards received. As such, we respectfully request that you email your information between the posting of this agenda and 5:00 PM on March 17, 2021. If you are a non-English Speaker and require translation services in another language other than Spanish or sign, please indicate your request in your communication 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. CONSENT CALENDAR 1. Treasurer's Report — January 2021 Staff recommends that the Board receive and file the Treasurer's Report for January 2021. 2. Baldwin Park Housing Authority's Warrants and Demands Staff recommends that the Board ratify the attached Warrants and Demands Register. ADJOURNMENT CERTIFICATION 1, Marlen Garcia, Secretary of the Housing Authority hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 1 1th day of March, 2021. ,�?Afth*IA,Z Marlen Garcia, City Clerk PLEASE NOTE: Copies of staff reports and supporting documentation pertaining to each item on this agenda are available for public viewing and inspection at City Hall, 2n' Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin Park. For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at lmoralesabaldwinpark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34� 102.104 ADA TITLE L ITEM NO. 1 I V"-- ir -, TO: Honorable Chair and Board Members of the Housing Authority ,,�,H U 0 FROM: Rose Tam, Director of Finance U, 1, / R'l E L DATE: March 17, 2021 SUBJECT: Treasurer's Report —January 2021 Q1 IRARA A OV Attached is the Treasurer's Report for the month of January 2021. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer's Report for January 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report CITY OF BALDWIN PARK TREASURER'S REPORT 1/3112021 ESTIMATED INVESTMENT INTEREST PURCHASE MATURITY PAR CURRENT BOOK MARKET F� DESCRIPTION RATE DATE DATE VALUE PRINCIPAL VALUE VALUE State of California Local Agency Investment Fund (LAIF) City -Including General Fund & all other Special Revenue Funds 0.458% Varies Varies $ 26,814,078.13 $ 26,814,078.13 $ 26,814,078.13 $ 26,814,078.13 Housing Authority 0A58% Varies Varies 14,079.69 14,079.69 14,079.69 14,079.69 26,828,157.82 26,828,157.82 26,828,157.82 26,828,157.82 Certificate of Deposi 5-._00 _000 _000 0.00 US Bank - Debt Service Trustee Accounts Fiscal Agent Funds (TrusVDebt Service Fund) Varies Varies Varies 6,761,629.48 6,761,629.48 6,761,629.48 6,761,629.48 Fiscal Agent Funds - Successor Agency (Trust/Debt Service Fund] Varies Varies Varies 99,456.00 99,456.00 99,456.00 99,456.00 6,861,085.48 6,861,085.48 6,861,085.48 6,861,085.48 $ 33,689,243.30 $ 33,689,243.30 $ 33,689,243.30 $ 33,689,243.30 Total Investments $ 33,689,243.30 Cash with Bank of the West City Checking 6,753,315.27 Money Market Plus 42,700.23 City Miscellaneous Cash 351,825.00 Successor Agency 1,051,820.15 Housing Authority 498,744.88 Financing Authority 11,700.00 Total Cash with Bank of the West 8,710,105.53 Investment Brokerage Capital Reserves (Divdend Option Cash) 257,691.25 Total Cash and Investments $ 42,657,040.08 In accordance with AB X126,the Community Development Commission is dissolved effective January 31, 2012. The successor agency name is "The City of Baldwin Park as Successor Agency to the Community Development Commission of the City of Baldwin Park". There was one investment maturity and no purchase transactions made for the month of January 2021 and several deposits/withdrawals were made through the Local Agency Investment Fund. In compliance with the California Government Code Section 53646 et seq., I hereby certify that sufficient investment liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months that all investments are in compliance to the City's Statement of Investment Policy. Approved by: Rose Tam Director of Finance Iffr3pill Honorable Chair and Board Members of the Housing Authority Rose Tam, Director of Finance March 17, 2021 Baldwin Park Housing Authority's Warrants and Demands SUMMARY Attached are the Warrants and Demands Registers for the City of Baldwin Park Housing Authority to be ratified by the Board. RECOMMENDATION Staff recommends that the Board ratify the attached Warrants and Demands Register. FISCAL IMPACT The total of the Warrants and Demands for Housing Authority was $521,695.90. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous meeting and the following is a summary of the payment released: 1. The January 26 to February 22, 2021 Warrant check numbers from 72399 through 72408 in the amount of $4,590.68 and Automated Clearing House (ACH) in the amount of $517,105.22 were made on behalf of City of Baldwin Park Housing Authority constituting of claims and demands, are herewith presented to the Board as required by law, and hereby ratified. LEGAL REVIEW Not Applicable ATTACHMENT 1. Happy Check Register TO: .......... ""6RIEL FROM: DATE: JANO SUBJECT: Iffr3pill Honorable Chair and Board Members of the Housing Authority Rose Tam, Director of Finance March 17, 2021 Baldwin Park Housing Authority's Warrants and Demands SUMMARY Attached are the Warrants and Demands Registers for the City of Baldwin Park Housing Authority to be ratified by the Board. RECOMMENDATION Staff recommends that the Board ratify the attached Warrants and Demands Register. FISCAL IMPACT The total of the Warrants and Demands for Housing Authority was $521,695.90. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous meeting and the following is a summary of the payment released: 1. The January 26 to February 22, 2021 Warrant check numbers from 72399 through 72408 in the amount of $4,590.68 and Automated Clearing House (ACH) in the amount of $517,105.22 were made on behalf of City of Baldwin Park Housing Authority constituting of claims and demands, are herewith presented to the Board as required by law, and hereby ratified. LEGAL REVIEW Not Applicable ATTACHMENT 1. Happy Check Register Check Register Report 212212021 Date Range: 0 1/26/2021 ... 02/22/2021 Grouped by: Program and Increment VMS Date Range: .1, Program: I -Housing Choice Voucher Sorted by: Check Number Payment Type: Check Numbers: Direct Deposit: Exclude Direct Deposit Check Cleared: All Port Status: Include Port Ins Zero HAPs: Include Zero HAPs Voided Payments: Include Voided Payments Held Checks: Exclude Held Checks Housing Choice Voucher -/Check Number Check Date VMS Date Payee Name DD Amount El 72399 02/0112021 02/01/2021 Bertha CedIllo 0 $72.00 L1 72400 0210112021 02/0112021 Vanessa G Ross L1 $22.00 El 72401 02/01/2021 02/0112021 Ruth Y Lopez El $2,00 El 72402 02/01/2021 02101/2021 Adriana Rot -no El $38.00 El 72403 02101/2021 02/01/2021 Valerie Lorraine Casanova 0 $28.00 Ll 72404 02/01/2021 02/0112021 Ghla Genee Balley El $28.00 [172405 02/01/2021 02/01/2021 Francesca Darlene Milton 0 $5.00 0 72406 02/0112021 02/01/20211 Nora M, Agulla El $12.00 El 72407 02/01/2021 02/0112021 Eternal Link LLO L1 $1606.00 El 72408 0210112021 1110112020 City of Carlsbad 171 $2877.68 Housing Choice Voucher Total $4,690,68 Average $270.04 Unit Count 6 Average Weighted by Unit Count $842,00 Hard to House Count CopyrIght@2011-2021, HAPPY Softwars, Ino. 011ock Register Repoit YR =22/202i Page 1 Check Register Report 2/22/2021 Date Range: 01/2612021,..02/2212021 Grouped by: Program and Increment VMS Date Range: Program: 1 -Housing Choice Voucher Sorted by: Check Number Payment Type: Check Numbers: Direct Deposit: Include Direct Deposit Check Cleared: All Port Status: Include Port Ins Zero HAPs: Include Zero HAPs Voided Payments: include Voided Payments Held Checks, Exclude Held Checks Housing Choice Voucher VChack Number Check Date VMS Date Payee Name DD Amount Ej 24663 02101/2021 02/01/2021 Y & H Investment, Inc. $1412.00 El 24664 02101/2021 02/01/2021 Eunice Property, LLC $1173,00 Lj 24665 02/01/2021 0210112021 Dlmltds Papndopoulous $840-00 D 24666 02/01/2021 02/01/2021 Wilson Apartment Associates L.P. $3126�00 Ll 24657 02/011/2021 02101/2021 Monet Huong Nguyen $2070.00 [:124558 02/01/2021 02/01/2021 ASCENSION HOLDINGS LLC $1078.00 Q 24669 0210112021 02/0112021 Tom Cinquegrani $1070.00 E1,24660 02/01/2021 02/01/2021 Mark T. Fernandez $1292,00 El 24661 02/0112021 02101/2021 Melody (Muol) Dao $1331,00 [124662 02/0112021 02/01/2021 John W. RuwItch and Anh Lam Troong $1267.00 [124663 02/01J2021 02101/2021 SAE GROUP, LLC $1537.00 El 24604 02/0112021 02/01/2021 Wei Zhen Su $766.00 024606 02/01)2021 02101/2021 Mallorca Apartments, LTD $1238,00 El 24666 02[01/2021 02101/2021 The Sam GUrfinkel and Renee $1368.00 El 24667 0210112021 02/01/2021 Michael 1. or Ling Brooks $1676.00 Ll 24666 02/012021 02/01/2021 Donna J Falls $734,00 Q 24669 0210112021 0210112021 Cipriano Salazar Jr, $1238.00 El 24670 02MV202-1 02101/2021 Dung Tran $402.00 Ll 24671 02101/2021 02/01/2021 Monrovia 612, LP $11122.00 [124672 02101/2021 0210112021 Leslie K Nq $1227.00 El 2-4673 02/01/2021 02/01/2021 Jun Hua Hu $2096.00 El 24674 02101/2021 02/0112021 Peter R Nasmyth $316.00 [124676 02/0112021 02101/2021 Quoc T. Vo $941.00 [124676 02/01/2021 0210112021 Orange County Housing Authority $764.70 [] 24077 0210112021 02/01/2021 Lion Dlep $1094,00 024678 02/0112021 02/01/2024 Rosa Lamas-Serratos $1035.00 0 24679 02/011/2021 02/01/2021 Pflmroge Villa $4941,00 24680 0210112021 02/01/2021 Vinh H. Lal $1007.00 24681 02/01/2021 02/01/2021 Malcolm 080 $624�00 24682 02/01/2021 02101/2021 Dleu-Thuy Nu Ton $1646.00 El 24683 02/01/2021 02/01/2021 Dajojo, LLC $1360.00 El 24684 02101/2021 02/01/2021 Lan Hua MI Ku $786.00 Copyright 0 2011-2021, HAPPY Software, Inc, Cheo% Register Report YR 0/2212021 Page i EI 24685 02/0112021 02/0112021 Maria Luz Rodflgue�_, $`1363�00 El 24686 02/0112021 02/0V2021 Dinghwa Eddy Liu $1672.00 El 24087 02/0112021 02/01/2021 Billy Theodorakopoulos $1017,00 El 24088 021011/2021 02/0112021 Wal Kong Tain $1049.00 D 24689 02/01/2021 0210112021 Don Norwood $1405.00 El 24690 02101/2021 02101/2021 Aefon Abdus Shakoor $1244,00 El 24691 02101/2021 02(01/2021 Ana Thai $926.00 El 24692 02101/2021 02101/2021 Larry Chow $2829,00 0 24693 02101/2021 02101/2021 Antonio & Aida Rinos $11137.00 El 24694 02101/2021 02/01/2021 T & T Asset Holding, LLC $2690.00 El 24r>95 02101/2021 02/01120211 Michael Alfred Alarcon $1324.00 D 24096 02101/2021 02/01/2021 Mousm Boushaaya $1177.00 El 24697 02/01/2021 0210112021 Tuan Viot He $1780.00 L3 24698 02/0112021 02/01/2021 Carl P Hoinzon $1008.00 24699 02/01/2021 0210112021 Housing Authority of The County Of $10946"11 24700 02/0V2021 01/01/2021 Hous Ing Authority Of Th a County Of $5`147.32 El 24701 02f01/2021 02101/2021 Jun Ye and Ming Fong $1702.00 El 24702 0210112021 02/01/2021 EI Monte Housing Partners LP -The $6437.00 E] 24703 02/01/2021 02/01/2021 Joseph T. Tung $1116.00 El 24704 02/01/2021 02/01/2021 AlamItas LLC $1166,00 D 24705 02/01/2021 02101/2021 J.R. Howard Enterprises, Ltd $943,00 El 24706 021011/2021 02101/2021 Luan Trong Hoang $745.00 El 24707 02101/2021 02/0112021 Andrew & Eva Fogg $1074.00 El 24708 02101/2021 02/01/2021 Heritage Park Villas LP $16698.00 [:124709 02/01/2021 02/01/2021 Mohamad Tavakkoli $8494.00 El 24710 02/0112021 02101/2021 Tyler C ourl Associates, LIP $639.00 [124711 02101/2021 02/01/2021 Palo Verde Apartments, ILP $932.00 24712 02/01/2021 02/01/2021 Ha X Van $3268.00 24713 02101/2021 02101/2021 Chen Jackson $678,00 El 24714 02101/2021 02101/2021 Philip Tsui $891.00 El 24715 02101/2-021 02/0112021 Paul Yen $330,00 02-4716 02/011/2021 02/01/2021 Mle Chen $2283.00 0 24717 02101J2021 02/01/2021 Becky Binh Nguyet Luu or Eddie Ma $1711,00 24718 02101/2021 02/0112021 Thomas Pang $1177-00 247`19 0=112021 02/0112021 Tinh Van Le $7X00 El 24720 02101/2021 02/01/2021 Everardo Garcia $148100 1712-4721 02101/2021 02/01/2021 Ngoc T Lleu $2176.00 24722 0210112021 02/01/2021 Alfred Tal -Kong Ho and Usa Chen $007,00 24723 02101/2021 02101/2021 Covina 023 Woods 206 LP c/o $083.00 24724 02101/2021 02101/2021 Doreen Han $679.00 24726 02101/2021 0210112021 RolandWiokamp $1296,00 24726 02101/2021 02/01/2021 PI Properties No. 94 LLC $15B8.00 24727 0210112021 02/01/2021 AMFP IV Atrium LLG c/o Abacus $3735.00 24728 02101/2021 02/011/2021 Slu Fung Mak $1345.00 El 24729 02/01/2021 0210112021 Baldwin Park Family Housing United $13672.00 D 24730 02101/2021 02101/2021 Grace Chlou $1236,00 CopyrIght 0 2011 -2021, HAPPY Software, M. Check Regisler Report YR 0212212021 Page 2 U 24731 02/01/2021 02/01/2021 Marina Alvarez $2088.00 E:124732 0210112021 0210112021 SUI Man Mak $886.00 El 24733 02/01/2021 0210112021 HenryWong $2346,00 El 24734 02101/2021 02101J202i West Covina Senior Villas 11, LP $640.00 [124735 02101/2021 02101/2021 Dung Trung Pham and Tammy Trarn $416.OD U 24736 02101/2021 0210112021 Francisco J. Sanchez and Gloria $1017M 24737 02/0112021 0210112021 John Young $1112,00 24738 02/01/2021 02/01/2021 Blessed Rock of El Monte $16883,00 El 24739 02101/2021 02/01/2021 Vintag a West Covina $2908-00 [:] 24740 02/01/2021 02/01/2021 Alta Vista Villas, LP c/o Yale $2604.00 n 24741 02101/2021 02101/2D21 Mlriam Barrera $1923.00 24742 02(01/2021 0210112021 West Covina Seniors Villas 1 $1099.00 24743 02/01/2021 02/0112021 BrookhollowApartinents $10178,00 24744 02/01/2021 02101/2021 Rahmat Ray Nehdar $971 �00 El 24746 02/01/2021 021011202-1 Alexander Chan $1752�00 El 247413 02/012021 02/01/2021 AlanWu $005,00 [124747 02/0112021 02/0112021 Henry Ho $1048.00 24748 02/01/2021 02/0112021 PAMA IV Properties, I -P $3634.00 24749 021010021 02/01120211 Rogor Hin Nam Mak $6733.00 E124750 0210112021 02/01/2021 LAT Investments, LLO $4309.00 El 24761 02/0112021 02/0112021 Xitlalat Del Real Sanchez $849.00 0 24762 02/0112021 02/01/2021 Mary L Haynes $998.00 D 24753 02101/2021 02/01/2021 ClInett Glazis $11 55.OD F1 24764 02/01/2021 0210112021 Jim �% Nancy Balley $676.00 El 24766 02/01/2021 02101/2021 Kimberly Nguyen $718.00 El 24756 02/0112021 02/01/2021 Hilbert Properties It $730,00 [124767 02/01/2021 02/01/2021 Joseph M. Kwok $1410.00 El 24758 02101/2021 02/01/2021 Mack F- Titus $697.00 El 24759 02/01/2021 02/01/2021 Williarn J Rogem $986,00 El 24760 02101/2021 0210112021 Alejandra Gutierrez $699.00 El 24761 02/01/2021 02/01]2021 Lourdes J. Garrison $1461.00 El 24762 02/01/2021 02101/2021 Angelica Garcia $2297,00 El 24763 0210112021 02101/2021 Sophla Wong $i111.00 E:124764 02/01/2021 02101/2021 Lois J Gaston $1638.00 El 24765 02101/2021 02101/2021 Doan & Lily Thi $165OX E] 24766 02101/2021 02101/2021 El Monte Affordable Housing Parin er $166�00 Fl 24767 02/01Y2021 02/0112021 Jose Baudello Delgado $611.00 El 24760 02/01/2021 02101/2021 Larry Mimms $1087�00 El 24760 02101/2021 02/01/2021 Jail -no Jimenez $75U0 [124770 02/01/2021 02/0112021 GU1110M Vasquez $1616.00 [:124771 02/OJ12021 02/01/2021 Ramiro Viramontes and Veronlca $500.00 E124772 02101/2021 02/01/2021 Joe Diaz $1764.00 [124773 02/01/2021 02/01/2021 FatLaw $891.00 El 24774 02/0112021 02/0112021 Kan investments url), LLC $636.00 El 24775 02/01/2021 02/01/2021 Dwight Chang $1789.00 [124776 02/01/2021 02101/2021 Cainoron Park Goinmunity Partners, $1030.00 Copy(Ight @ 2011-2021 HAPPY 601'(wafe, Ino, Check Register Report YR 0?12212021 PaUe 3 D 24777 02/01/2021 02101/2021 mozhgan Tavakoli $561 �00 El 24778 02/01/2021 02/0112021 Jun Tang $472.00 El 24770 02/01/2021 02/0112021 Thanh M Tang $941,00 El 24780 02101/2021 02/0112021 Lourdes Vela $3078.00 0 24781 02/0112021 02/010021 (311barl. Roybal $1096.00 El 24782 02101/2021 0210112021 Philip & Fanny Kwok $1208,00 El 24763 02/01/2021 02101/2021 Woodside Village Apartments LP $9404.00 El 24784 02/01021 02101/2021 Robert Lawe $869,00 024786 0210112021 02/0112021 Cynthia Pham $769.00 El 24786 02/01/2021 02/0112021 Fanny Chan $800.00 [124787 02/01/2021 02101/2021 Baldwin Rose LP $1361,00 E124788 02/0112021 02101/2021 Kwan Chiang $1148,00 E124789 02/0 1 /2021 02/01/2021 Sergio Molina $276,OG E124790 02101/2021 0210112021 VelmaAlarcon $1494.00 El 24791 0210112021 02/0J12021 Chuen Lau $1702.00 [:124792 02/01/2021 02/01/2021 Tanya H Chen $1792,00 24793 02/0112021 02/0112021 JM Lam Investment LLC $874.00 24794 02/0112021 02101/2021 Vijay Gulatl $4212.00 F124795 02/0112021 0210112021 Joseph H, Garcia $2492,00 0 24796 02/01/2021 02101/2021 Lark Ellen Village $8419.00 24797 02/01/2021 02/0112021 I(Irn Chau $8KOO 24798 02101/2021 02/01/2021 Aurelio and Marla Blanco $1164.00 El 24799 02101/2021 02/01/2021 Bharnt 13. Garg, Darshana Garg and $1743.00 L124800 02/01/2021 02101/2021 Xuyen Thach Han $2097-00 [124801 02101/2021 02101/2021 EZ APT LLC $1361,00 [:124802 02101/2021 0210112021 Lucena A Ewing $4305.00 E-124803 02/0112021 02/01/2021 Jocelyn Jae JhOng $2622.00 024804 02/01/2021 02/01/2021 Virginia Carlson $1140,00 [124805 02/01/2021 02/01/2021 Emilio De Jesus Cruz $1018.00 0 24806 02/01/2021 02/01/2021 Dinh Thorn Tran $1706,00 El 24807 02/01/2021 02/01/2021 Isabel R Sanchez $1081.00 El 24808 02/01/2021 02/01/2021 Clenega Garden Apartments $3420.00 24609 02101/2021 02101/2021 Therlsa L Tyck $1180,00 24610 02101/2021 02/01/2021 Vinh Hong Lai $1114.00 024811 02/01/2021 02/01/2021 Doreen E. Ewing $3156.00 El 24812 02101/2021 02/0112021 Olive RE Holdlngs, LLC $3279.00 [124813 02/01/2021 02101/2021 Moller Property Management $1011.00 E124814 0210112021 02101/2021 TPAINASCH LLC, Westgate as a sole $070.00 [124816 0210112021 02/01/2021 TDF LP - PaclAc Towers c/o Winn $7688.00 El 24816 02101/2021 02/01/2021 Paul & Annie W Chau $1009.00 El 24817 02/0112021 02101/2021 LEFATrust $1052.00 [124818 02/01/2021 02/01/2021 Gilbert Dominguez $9181.00 E] 24819 02tOl/2021 0210J/2021 German Ghlbaudo $1220.00 0 24820 02/01/2021 02/01/2021 Monica Alber $728.00 El 24821 02101/2021 02101/2021 Ortancla Banuelos $362.00 0 24822 02(011202J 0210112021 Up Hill Investment Inc, $1604.00 Copyright 0 2011-2021, HAPPY Software, Ina. Chook Register Report YR 02/22)2021 Pago 4 El 24823 02/0112021 02101/2021 Dieu Van HL1yDh R $961.00 D 24824 02/01/2021 0210112021 Kelly Nguyen $1006,00 El 24826 02101112021 02101/2021 Ramona Property Managers, Inc. $696,00 El 24826 02101/2021 02101/2021 Badillo Street Sonlor Apaaments, LLC $16148.0D El 24827 02/01/2021 02/01/2021 Monrovia Horilage Pork LP $20062,OD [124028 02101/2021 02/01/2021 Los Angeles County HouslngAulhorily $11488.66 [3 24829 02/0112021 02/01/2021 Jam" or Barbara Fox $1112.00 tj 24830 02/0112021 0210112021 Mayra Ortega $978.00 L1 24831 02/01/2021 02/01/2021 Sol Homes LLO $5716,00 El 24832 02/0112021 02/0112024 Hui Chuan Wang $3179.00 El 24833 02/0112021 02/0112021 726-731 W. Duarte Rd, LLC $1047= El 24834 02101/2021 02/0112021 Nhan Nguyen and AmyTran $2166.00 El 24835 02/0112021 02/0112021 Paul P Simon $1047.00 El 248$6 0210112021 02101/2021 RAMONA BLVD. FAMILY $6513.00 Ej 24837 02/01/2021 02101/2021 Morin Ma0a MaMnoz $1973.00 24838 02/01/2021 02/01/2021 Greater San Gabriel Valley Property $1783.00 24839 02101/2021 02101/2021 Ronald & Pamela Layne $512.00 El 24840 02/01/2021 02JOi/202i Annette C Scott $1468.00 El 24841 02/0112021 02/01/2021 Denise Van Pham $3108.00 El 24842 02101/2021 02/01/2021 Linh T Luu $1026.00 24843 02/01J2021 02101/2021 1024 Royal Oaks LP dba Whispering $13188.00 24844 0210112021 02101/2021 Derek Sim $878.00 El 24845 02/01/2021 02/01/2021 Allan M, & Virginia J ChIpp and Ralph $3337.00 El 24846 02101/2021 02/01/2021 Amparo M Llmon $416.00 0 24847 02101/2021 02/0112021 ZI Jlan LI $1390.00 El 24848 02101/2021 02/01/2021 Minh A Nguyen $1274.00 El 24849 02101/2021 02101/2021 Jaime Barcena $1070,00 El 24850 02/01/2021 02/01/2021 Monica D Mao $1436-00 El 24861 02/01/2021 02/01/2021 8hiLi-Eln Huang $482.00 24662 02101/2021 02101/2021 LAI MING LEUNG $661,00 24863 02101/2021 0210112021 The Promenade Housing Partners, LP $4329.00 24854 0=112021 02/0112021 Param)it 8 Nijjar $2261.00 [:124866 02/01/2021 02/0112021 Estate of Rosetta Mix $836.00 El 24860 02101/2021 02/01/2021 Rosa Beltran $984.00 [124867 02101/2021 0210112021 James Ronald Nguyen $878,00 [j 24868 02101/2021 02/01/2021 John Nguyen $931,00 24859 02/01/2021 02/01/2021 Takis Bogris $960.00 24860 0210112021 02/01/2021 Yn(ante Holdings 1, LLO $1138,00 24861 02101/2021 02/0112021 Roman Basin $573�00 [--124862 02t01/2021 02101/2021 Nomer Lacson $1098,00 El 24863 02/01/2021 02101/2021 Anna & Simon Chol $1280.00 E:124864 02/01/2021 0210112021 Fenisline Nagengast $f38,00 El 24866 02/01/2021 02/01/2021 Tanya Hang Chen $1196.00 El 24866 02/01/2021 02101/2021 Chung Thl Pham $1840-00 El 24867 021011/2021 02/01/202.1 Rosle Leon $874.00 El 24868 02101/2021 02101/2021 Roy Lam $1063.00 Copyright@ 20fl-2021, HAPPY software, Inc, Chech Register Report YR 0212212021 Page 6 [124869 02101/2021 02/0112021 0, olden Dragon Properties LLC c/o $1104.00 El 241370 02101/2021 02/0112021 Nancy H Shen $888.00 El 24871 02/01/2021 02/0112021 We 8 Johnson $873.00 D 24872 02101/2021 02/0112021 Joe Clark $1381.00 El 24673 02/01/2021 0210112021 Richard A DaSylvelra $827.00 24874 02/01/2021 0210112021 Sara Romo $16K00 24876 02/0112021 02/01/2021 Jeff Ma $1326.00 El 24876 02/01/2021 02/01/2021 T & P Property LLG $830.00 El 24877 02/01/2021 02/01/2021 Singing Wood Senior Homing LP $6968.00 D 24878 02/01/2021 02/01/2021 Michael H Phuong $830,00 El 24879 0210112021 02101/2021 Sitara 13, Mamdanl $1683,00 El 2-4880 02/01/2021 0210112021 Jogeph PhaM $820.00 [1248811 02101/2021 02101/2021 Garvey Senior Affordable Partj)ers, LP $2243�00 EJ 24882 02/01/2021 0210112021 Ryq;n Kinpong; Woo and Ching Klng $1`132,00 El 24883 02101/2021 0210112021 Mel Yan Chet) $1206.00 24884 02101/2021 02/G1120211 Paul A Rourman, ROWMan P(operilea $1443.00 24885 02/01/2021 02/01/2021 Shawn Hui Zhen $1709,00 24886 02/01/2021 02/01/2021 Fred Lau $994.00 248a7 02/09/2021 01/01/2021 Housing Authority of The County Of $1078,44 24888 02109/2021 02/0112021 Blessed Rock of El Monte $2176,00 24889 02/09/2021 02101/2021 singing Wood Senior Housing LP $726.00 Housing Choice Voucher Total $617,106.22 Average $947.08 Unit Count 490 Average Weighted by Unit Count $1,049.79 Hard to House Count Copyright 0 20fl-2021, HAPPY Sofiware, Inc, Check Register Report YR 0212212021 Page 6