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HomeMy WebLinkAbout2009 11 04NOTICE AND CALL OF A SPECIAL 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, NOVEMBER 4, 2009 at 7:00 PM at City Hall Council Chamber, 14403 E. Pacific Avenue, Baldwin Park, CA 91706. Said Special Meeting shall be for the purpose of conducting business in accordance with the attached Agenda. NO OTHER BUSINESS WILL BE DISCUSSED Dated: November 3, 2009 @ 5:00 p.m. 4 Manuel Lozano Mayor AFFIDAVIT OF POSTING City Council Special Meeting - November 4, 2009 Page 1 AGENDA BALDWIN PARK CITY COUNCIL SPECIAL MEETING November 4, 2009 7:00 PM CITY HALL - COUNCIL CHAMBER 14403 E. PACIFIC AVENUE BALDWIN PARK, CA 91706 (626) 960 -4011 Im i P* Manuel Lozano Monica Garcia Anthony J. Bejarano Marlen Garcia Ricardo Pacheco UYMN A► Xp X - Mayor - Mayor Pro Tern - Council Member - Council Member - Council Member PLEASE TURN OFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS POR FAVOR DE APAGAR SUS TELEFONOS CEL ULARES Y BEEPERS DURANTE LA JUNTA PUBLIC COMMENTS The public is encouraged to address the City Council or any of its Agencies listed on this agenda on any matter posted on the agenda or on any other matter within its jurisdiction. If you wish to address the City Council or any of its Agencies, you may do so during the PUBLIC COMMUNICATIONS period noted on the agenda. Each person is allowed five (5) minutes speaking time. A Spanish - speaking interpreter is available for your convenience. City Council Special Meeting - November 4, 2009 COMENTARIOS DEL PUBLICO Se invita al publico a dirigirse al Concilio o cualquiera otra de sus Agencias nombradas en esta agenda, para hablar sobre cualquier asunto publicado en la agenda o cualquier terra que este bajo su jurisdiccion. Si usted desea la oportunidad de dirigirse al Concilio o alguna de sus Agencias, podra hacerlo durante el periodo de Comentarios del Publico (Public Communications) anunciado en la agenda. A cada persona se le permite hablar por cinco (5) minutos. Hay un interprete para su conveniencia. Page 2 CITY COUNCIL SPECIAL MEETING — 7:00 PM CALL TO ORDER ROLL CALL Council members: Anthony J. Bejarano, Marlen Garcia, Ricardo Pacheco, Mayor Pro Tern Monica Garcia and Mayor Manuel Lozano PUBLIC COMMUNICATIONS Five (5) minute speaking time limit Cinco (5) minutos sera el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and /or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar accion en alg(in asunto a menos que sea incluido en la agenda, o a menos que exista alg(Ina emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciones o preguntas hechas por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideracion en juntas proximas. [Codigo de Gobierno §54954.2] NEW BUSINESS 1. RESOLUTION NO. 2009 -043 Staff recommends City Council waive further reading, read by title only and adopt Resolution No. 2009 -043 entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK SUPPORTING THE LOS ANGELES COUNTY DEPARTMENT OF PUBLIC HEALTH'S GRANT APPLICATION TO THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009: COMMUNITIES PUTTING PREVENTION TO WORK INITIATIVE." ADJOURNMENT CERTIFICATION I, Laura M. Nieto, Deputy 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. November 3, 2009 at 5:00 p.m. Laura M. Nieto, CIVIC Deputy City Clerk City Council Special Meeting - November 4, 2009 Page 3 n, A s R' K CITY OF BALDWIN PARK TO: Honorable Mayor and Members of th FROM: Vijay Singhal, Chief Executive Office DATE: November 4, 2009 SUBJECT: RESOLUTION NO. 2009 -043 PURPOSE STAFF REPORT The purpose of this report is to request Council approval of a resolution in support of the Los Angeles County Department of Public Health's Grant Application to the American Recovery and Reinvestment Act of 2009: Communities Putting Prevention to Work Initiative. BACKGROUND & DISCUSSION The Los Angeles County Department of Public Health recently announced a major new funding opportunity from the U.S. Department of Health and Human Services. A total of $373 million will be awarded to 30 - 40 jurisdictions across the country to implement policy and environmental change over a two -year period in two focus areas: 1) obesity prevention, nutrition, and physical activity and 2) tobacco control and prevention. Award amounts for the largest jurisdictions will be in the range of $5 -10 million per year for two years. The City Council has consistently promoted healthy lifestyle choices for the residents of Baldwin Park, such as enacting a citywide no- smoking ordinance and promoting obesity prevention and healthier eating habits for the youth and supports continued efforts to decrease tobacco use throughout the city. FISCAL IMPACT None RECOMMENDATION Staff recommends City Council waive further reading, read by title only and adopt Resolution No. 2009 -043 entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK SUPPORTING THE LOS ANGELES COUNTY DEPARTMENT OF PUBLIC HEALTH'S GRANT APPLICATION TO THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009: COMMUNITIES PUTTING PREVENTION TO WORK INITIATIVE." RESOLUTION NO. 2009 -043 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK SUPPORTING THE LOS ANGELES COUNTY DEPARTMENT OF PUBLIC HEALTH'S GRANT APPLICATION TO THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009: COMMUNITIES PUTTING PREVENTION TO WORK INITIATIVE WHEREAS, the American Recovery and Reinvestment Act of 2009 (Recovery Act) was signed into law by President Obama on February 17, 2009; and WHEREAS, the Recovery Act is designed to stimulate economic recovery in various ways, including strengthening the Nation's healthcare infrastructure and reducing healthcare costs through funding prevention activities intended to reduce health risk factors, promote wellness, and build healthier communities; and WHEREAS, the Centers for Disease Control and prevention (CDC) will support intensive community approaches which decrease smoking prevalence, teen smoking initiation, and exposure to secondhand smoke (SHS); and WHEREAS, the need for continued and strengthened community tobacco control and prevention efforts in Los Angeles County are evidenced by the following statistics: • Tobacco use remains the single most preventable cause of death, causing more than 440,000 deaths each year in the United States, including 1 in every 7 deaths in Los Angeles County; • Approximately $4.3 billion dollars are lost each year in Los Angeles County due to smoking - related diseases and deaths; • There are still over 1 million people who smoke in Los Angeles County; • Youth smoking prevalence among all grade levels and demographic groups has increased in Los Angeles County over the last five years; • On average, nearly one -third of tobacco retailers in Los Angeles County are willing to sell cigarettes to under -aged youth' • More than 900,000 non- smokers in Los Angeles County were exposed to secondhand smoke in 2007; • Approximately 335,445 children living in Los Angeles County are exposed to secondhand smoke in their homes; and WHEREAS, the Los Angeles County Department of Public Health has made great strides to reduce and prevent tobacco use by: • Encouraging cities to adopt local tobacco retail license ordinances to reduce youth access Resolution No. 2009 -043 Page 2 • Working with cities to promote smoke -free outdoor areas including dining, parks and beaches; • Implementing a countywide smoking cessation initiative WHEREAS, the City of Baldwin Park has a proud history of supporting the health and well -being of its residents through various community health promotion and disease prevention initiatives; and WHEREAS, the City of Baldwin Park is supportive of policy efforts to promote chronic disease prevention and control caused by tobacco use and exposure. THEREFORE, BE IT RESOLVED this City Council of the City of Baldwin Park: SECTION 1. The City Council of the City of Baldwin Park supports the Los Angeles County Department of Public Health's application to the American Recovery and Reinvestment Act of 2009: Communities Putting Prevention to Work Initiative and if awarded, looks forward to working with the Los Angeles County Department of Public Health to decrease smoking prevalence and exposure to secondhand smoke through public policies and campaigns that promote the well -being of the families and residents in the City of Baldwin Park SECTION 2. The City Clerk shall certify to the adoption of this resolution and send a copy to the Los Angeles County Department of Public Health. PASSED, APPROVED AND ADOPTED THIS DAY OF MANUEL LOZANO MAYOR 2009. Resolution No. 2009 -043 Page 3 ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES ss: CITY OF BALDWIN PARK I, LAURA M. NIETO, Deputy City Clerk of the City of Baldwin Park, do hereby certify that the foregoing Resolution was duly and regularly approved and adopted by the City Council of the City of Baldwin Park at its regular meeting of the City Council on , 2009 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: LAURA M. NIETO, CIVIC DEPUTY CITY CLERK r 1/ �r A , e 1 10111 • November REGULAR MEETING 2009 11 PIVI COUNCIL CHAMBER 14403 E. Pacific Avenue Baldwin Park, CA 91706 (626) 960 -4011 Manuel Lozano Monica Garcia Anthony J. Bejarano Marten Garcia Ricardo Pacheco - Mayor - Mayor Pro Tem - Councilmember - Councilmember - Councilmember PLEASE TURN OFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS POR FAVOR DE APAGAR SUS TELEFONOS CEL ULARES Y BEEPERS DURANTE LA JUNTA PUBLIC COMMENTS The public is encouraged to address the City Council or any of its Agencies listed on this agenda on any matter posted on the agenda or on any other matter within its jurisdiction. If you wish to address the City Council or any of its Agencies, you may do so during the PUBLIC COMMUNICATIONS period noted on the agenda. Each person is allowed five (5) minutes speaking time. A Spanish speaking interpreter is available for your convenience. COMENTARIOS DEL PUBLICO Se invita al publico a dirigirse al Concilio o cualquiera otra de sus Agencias nombradas en esta agenda, para hablar sobre cualquier asunto publicado en la agenda o cualquier tema que este bajo su jurisdiccion. Si usted desea la oportunidad de dirigirse al Concilio o alguna de sus Agencias, podra hacerlo durante el periodo de Comentarios del Publico (Public Communications) anunciado en la agenda. A cada persona se le permite hablar por cinco (5) minutos. Hay un interprete para su con veniencia. CITY COUNCIL REGULAR MEETING — 7:00 PM CALL TO ORDER INVOCATION PLEDGE OF ALLEGIANCE ROLL CALL Council members: Anthony J. Bejarano, Marlen Garcia, Ricardo Pacheco, Mayor Pro Tem Monica Garcia and Mayor Manuel Lozano ANNOUNCEMENTS PROCLAMATIONS. COMMENDATIONS & PRESENTATIONS NONE PUBLIC COMMUNICATIONS Five (5) minute speaking time limit Cinco (5) minutos sera el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may. 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and /or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE A► CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERV(CIOS DEL INTERPRETE No se podra tomar acci6n en algian asunto a menos que sea inciuido en la agenda, o a menos que exista algana emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a deciaracibnes o preguntas hechas por personas; o 2) Dirigir personal a investigar ylo fijar asuntos para tomar en consideraci6n en juntas proximas. [Codigo de Gobierno §54954.2] 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. WARRANTS AND DEMANDS Staff recommends City Council receive and file. 2. CLAIM REJECTION Staff recommends City Council reject the claims of Oscar Gomez, and direct staff to send the appropriate notices of rejection to claimant. 3. MINUTES Staff recommends City Council approve the minutes of the regular meeting of October 21, 2009. City Council Agenda — November 4, 2009 Page 2 4. APPROVAL OF EMERGENCY PREPAREDNESS AND RESPONSE AGREEMENT WITH LOS ANGELES COUNTY Staff recommends City Council approve and authorize the Director of Recreation & Community Services to sign the Emergency Preparedness and Response Services Agreement and any other associated documents related to this project. 5. PROPOSITION 1A RECEIVABLE FINANCING PROGRAM Staff recommends City Council adopt the proposed Proposition 1A Sale Resolution and Purchase and Sale Agreement in order to participate in the Proposition 1A Securitization Program; this Resolution requires a simple majority vote. SET MATTERS - PUBLIC HEARINGS (7:00 P.M. or as soon thereafter as the matter can be heard). If in the future you wish to challenge the following in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the City Clerk and /or City Council at or prior to the public hearing. fON(67ii1d • &010011 a L91:4 NONE CITY COUNCIL / CITY CLERIo I CITY TREASURER 1 STAFF REQUESTS & COMMUNICATIONS i, Laura M. Nieto, Deputy 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 72 hours prior to the meeting. October 29, 2009. I ai iira M, Nietn, CMC Deputy 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, 2nd Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin Park. For further Imorm ation regarding agenda items, please contact the office of the City Clerk at 626.960 -4011, ext. 466 or via e -mail at Inieto(d),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 — November 4, 2009 Page 3 LA I Y UUUIVUIL AUtIVIJH BALDWIN P -A,R,K TO: Honorable Mayor and Members of the City Council FROM: Lorena Quijano, Finance Director DATE: November 04, 2009 SUBJECT: Warrants and Demands The purpose of this report is for the City Council to allow the payment of Warrants and Demands against the City of Baldwin Park. I: �. - � r � r r • The Finance Department has recently converted to a new financial system. The Claims and Demands report format has been modified and continues to report the required information in accordance with the Government Code. The payroll of the City of Baldwin Park consisting of check numbers 191194 — 191271 Additionally, Automatic Clearing House (ACH) Payroll deposits were made on behalf of City Employees from control numbers 204256 — 204520 for the period of October 04, 2009 through October 17, 2009 inclusive, have been presented and hereby ratified, in the amount of $398,538.71. General Warrants, including check numbers 177275 to 177517 inclusive, in the total amount of $464,497.42 constituting 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. 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AGENDA STAFF REPORT This report requests the City Council reject the Claims for Damages to Person or Property received for filing against the City. BACKGROUND DISCUSSION In order for the statute of limitations to begin on the claims received, it is necessary for the City Council to reject the claims by order of a motion and that the claimants are sent written notification of said action. RECOMMENDATION Staff recommends City Council reject the claims of Oscar Gomez, and direct staff to send the appropriate notices of rejection to claimants. Attachment(s) Claim filed by: • Oscar Gomez — DOL: 04/14/2009 CITY OF BALDWIN PARK >f i BALDWIN CLAIM FOR DAMAGES F n --I i TO PERSON OR PROPERTY INSTRUCTIONS 1. READ CLAIM THOROUGHLY, 2. FILL OUT CLAIM IN ITS ENTIRETY BY COMPLETING EACH SECTION. PROVIDE FULL DETAILS. 3, THIS FORM MUST BE SIGNED. d. DELIVER OR MAIL TO. OFFICE OF THE CITY CLERK, 14403 E. PACIFIC AVE., BALDWIN PARK, CA 91706 WARNING • CLAIMS FOR DEATH, INJURY TO PERSON OR TO PERSONAL PROPERTY MUST BE FILED NOT LATER THAN 6 MONTHS AFTER THE OCCURRENCE. (GOVERNMENT CODE SECTION 911.2 • ALL OTHER CLAIMS FOR DAMAGES MUST BE FILED NOT LATER THAN ONE YEAR AFTER THE OCCURRENCE. (GOVERNMENT CODE SECTION 911.2) OCT 12 2009 CITY OF BALDWIN PARK CITY CLERK'S DEPARTMENT Clerk's Official Filing Stamp To: City of Baldwin Park 4. Claimant's Date of Birth (if a minor) 1. Name of Claimant ' 5. Claimant's Occupation 2. Home Address of Claimant 1 6. Horne Telephone Number 3. Business Address of Claimant 7. Business Telephone Number S. Name and address to which you desire notices or communications to be sent regarding this claim 9. When did DAMAGE or INJURY o cur? A.Ko,,, 10. Names of any City employees involved in INJURY or AMAGE: Date:�-d'7 Time: L '6 ca lame epartment C3Fr�V l.W-e—?z, If claim is for Equitable Indemnity, give dater claimant served with complaint: / (!:�4s7;4 Z4�� 11. Where did DAMAGE or INJURY occur? 12. Describe in detail how the DAMAGE or INJURY occurr d. 13: Were police or paramedics called? Yes No ❑ 14. If physician was visited due to injury, include date of first visit and physician's Hama adrirecc anri nhnne nt �mfwr; If yes, was a report filed? Yes D No ❑ is the Report No? Jra If yes, what . .tip :t"h',�. 14. Why do you claim the City of Baldwin Park is responsible? (Please be specific - Use additional sheet if necessary) 15. Dist damages incurred to date? 16. Total amount of cfiai�im ttTdat�e: $ 2 .Qa n Basis for Computation: Limited Civil Case: ❑ Yes K No (State the amount of your claim if the total amount is $10,000 or less. If it is over $10,000 no dollar amount shall be stated, but you are required to state whether the claim would be a limited civil case (total amount of claim does not exceed $25,000).) 17. Total amount of prospectl arages: a_,_ cam► _...Basis for Computationty l�. ZZ 5 e �� `. 18. Witnesses to DAMAGE or INJURY: List all persons and addresses of persons known to have information: 4ze�7 Name 40 40 fej5Fd Phone 3329 �l �/"- �� �— y A F -74'72%C Name'R> K�! ffi4/40y& - i Address Phone G A4 7 GD c! 19. Signature of Claimant or person filing on claimant's behalf; relationship to claimant ane date: 1 hereby certify (or declare) under penalty of perjury under the laws of the slate of California that the foregoing is true and correct to the best of my knowledge. ATTACHMENTS TO CLAIM FOR DAMAGES #12, #14, and #15. I, OSCAR GOMEZ, feel that the City of Baldwin Park is responsible for my injuries to my person and to my property for the following reasons: Ort Tuesday, April 14, 2009, around 1:00 P.M., when Officer Alozo #4141 (Officer #2) representing the City of Baldwin Park, Code Enforcement Department, stopped by to inspect my property located at 14888 Clydewood Ave., Baldwin Park, CA 91706. When the officer parked, the first thing I noticed was that the officer was driving a small white truck with no official city emblems on the truck At first, I thought It was odd, because I had just had another officer from the city stopped to inspect the front of my house last Tuesday 4 -7 -09 (Officer #1). Then, Officer #1, showed no I.D., carne into my property without permission, looked at my truck, shell and other storage on the front -side my house but did not give me a citation. He just stated that I move my truck to the street because the sweeper bad gave by already. I complied. Before living, he made a comment that everything else was "O.K. ". So, after this inspection, I ignored everything else and assumed that I was in full compliance and that everything was fine. But when Officer #2 showed up, at first. I thought that the Officer #I complained to Officer #2 and that was the reason for his re- inspection. But when I mentioned to officer #2 about Officer 91, he said he had no idea who that could have been. I also noticed that Officer #1 was driving a small white truck with the City of Baldwin Park emblem on its doors. He never showed me any identification, nor I asked for it. Officer 92 inspected the front and the side of my house on Ardilla St., where I had parked my cars on the lawn because the street sweeper had just gone by. This Officer, just like the other, did not introduce himself, and I could see no evident identification. He proceeded to get on to my property, like the other Officer, without permission. He asked to see my driver's license and the registration for one of my cars, which were parked on the lawn. He did say that it was "OK" to park them on the lawn as long as they are moved to the street immediately after the sweeper goes by. Then he proceeded to inspect the side and front of my house and wrote all the violations on a Notice of ViLolation report: Junk trash or Salvageable materials, Front (this included the shell and other storage on the side front of property) and Back; Paint and Wood Coatings; Overgrown Vegetation; inoperative Vehicle License Plate # 3HDD231. He gave me eight working days to do all this. I mentioned that my physical condition was not good and that I was too old to do this in eight working days and that I was on a fixed income, and had to pay someone to do the work. This did not concern him and he proceeded to asked for my Driver's License and printed my name, license number, and date of birth on the Notice of Violation form for the whole world to see. Now, I am afraid of identity theft, because by now, too many people have seen my private information and many of my personal records are identified with information from my driver's license. Even though I had several issues with Officer #2, I thought that I would have a meeting with them (Officer 91 and #2) and their supervisor to discussed how I was treated and my concerns about whole Code Enforcement Program. l knew that it would be impossible for me to correct all the violations in eight days. For one, I did not have the money and I would have to hire someone to do the work. Because, as I mentioned before, I am a senior citizen, disabled, and on a fixed income. But, again, I had faith that If I talked to their supervisor he could address all of my issues. My first concern was to comply with the Notice of Violation and to try to get an extension to complete the work. To no avail, I went to two supervisors and their section head from the Code Enforcement Section to get an extension on the Notice of Violation and to clarify the contradicting advice from the previous Officers. Also,1 wanted to take care of this because of the warning on the violation, it states: Please correct all the violations selected below on or before 4-24 -09; failure to comply may result in Administrative Citations, Misdemeanor Criminal Prosecution and/or other legal action(s); Administrative Fines areas follows: $100 (1" Citation} $200 {2nd Citation} $500 (3rd CitatrhV4. Further, days prior to the above incidents, my neighbor on Clydewood Ave., saw someone taking pictures of my property and my neighbors'. She asked the officer what he was doing? The Officer answered herby saying "You mind your own business lady!" I thought that this was wrong, rude, and disrespectful. There is no excuse for him to treat our neighbor this way. Because we think that it is her business. Especially because of all the crime in the area, but we try to take care of each other in this neighborhood. On 4- 14 -09_ about 2:30 p.m., after Officer #2 left my property, I immediately went to City Hall to find the supervisor of the Code Enforcement Section to help me sort things out and assist me in complying with the Notice of Violation issued by Officer #2. Once there, I went to the 2nd floor and requested to speak with the Supervisor of the Code Enforcement Section. After a few minutes he showed up. He introduced himself as the aupm -osoT €m the O ims m the 'Code En€areen ieni Sectiiow He swd'his Tine ww. Officer George Rodriquez. The first thing I did was to put his name on the back of a green "Keep Baldwin Park Beautiful" flyer advertising a free bulky item collection/Drop Off on Saturday, April 18, 2009. Next, I told him the issues that I had with his Officers and showed him the Notice of Violation. He had no idea who Officer #1 was_ I asked him was for an extension to comply with the "Notice ". Immediately he said No. My next concern I mentioned that I had serious issued with his Officers and that I would like to have a meeting with him and them. He refused. Stating that they were too busy and had no time to meet. I also mentioned that I found eight working days to comply with the "Notice" to be very unreasonable. He did not concur. He stated that he could not give me more time. I told him about my economic and physical limitations. He stated that the city had loans to assist me in complying with the law. However, he did make several suggestions for me to obey the "Notice ": He mentioned that the rest of my property was in compliance except for the violations listed on this "Notice" by the Officer #2. He suggested that one solution would be a six -foot fence to keep my storage, cars included, out of sight from the general public. He stated that I could do this on both the Clydewood side of my property and on the Ardilla side next to the cypress trees; Further, he stated that parking was not allowed on the front of my house, but that it was "OX" on the Ardilla side, because this was the side of the property. I also mentioned that I could pout my camper or a travel trailer on the Ardilla side next to the cypress trees. He also stated that this would also be legal. He said that I could park any R.V., cars included on the Ardilla side as long as it had a six- foot high fence to shield it from view. He stated that this would be in accordance with the city's regulations and that I could do the same on the Clydewood side to the extreme right of the house with a six -foot fence also_ I listened to Officer Rodriguez' suggestions and bought fencing and poles from Home Depot to build a six -foot fence to try and comply with the Supervisors' suggestions. While here, I also hired two workers to remove the weeds from the Ardilla side next to the block wall. But I ran out of money to pay them to remove my shell onto my truck. So I decided to do it by myself with the help of my neighbor. When we were trying to do this, one of the supports holding the shell folded, causing the shell to fall and I was injured. On that day, I went to emergency for treatment. Can 4 -16 -09 about 4:30 p.m., I feel that because of my complaints to city hall, somehow, someone retaliated by sending a patrol unit to my home. I was not home at the time, but my neighbors saw two police officers park on the Ardilla side and were looking at the vehicles I had parked on the side of my home. On Saturday, April 18, 2009, I went to Baldwin Park High School with my green flyer that I picked up when I went to see Supervisor George Rodriquez #1 on 4- 14 -09. I wanted to see If I could talk to someone else about getting an extension to my Notice of Violation. Once there, there were several police officers and a city representative handing out paint and other information about the "Keeping Baldwin Park Beautifizl" Program. Her name was Michelle. I ask her, "Do you live in Baldwin Park "? She said, "Yes ". I asked, "What would you do if you see someone snooping around your home taking pictures of it "? She answered, "I would call the police "! Holding my green flyer, t talked to her for a few minutes, and then I asked her, "Is there any one from the Code Enforcement Section working here today "? She quickly answered, "Yes, there is their Supervisor right there ". He walked over to where I was standing and I told him about my concerns and that I had already talked to a supervisor at city hail on 4- 14 -09. He asked me if could remember who I talked to. I said "No ". Because I had forgotten that I wrote the name George Rodriquez on the back of the green flyer. Nell, to my surprise, he read the name on the flyer and stated, "Was his name George Rodriquez "? I said "Yes ". How did you know? He told me that he read it on the back of my flyer, but that his name was George Rodriquez and not the supervisor #11 saw at city hall. And he went on to say that he was the Supervisor of the Code Enforcement Section and not Supervisor #1. 1 was stunned. I told him that I had never seen him before and he stated the same about me. Nevertheless, he had no idea who the George Rodriguez 91 nor who was Officer #1. He stated that all his Code Enforcement Officers drive a small white truck with no city decals on the doors. Because I told hire the first Officer to inspect my property was driving such a truck. He did not know. I also told him that his Officers did not identify themselves when they inspected my property. He answered in a rude way, "Mr Gomez, do you ever ask a police officer for his I.D "? I answered, "NO ". But I can tell very easy when I see a police officer. He is in a patrol car, lights, he has a gun, a badge, etc., etc., etc., And your Code enforcement Officers have nothing to identified themselves. Then the George Rodriguez #2 proceeded to show me his badge and said, "Here ". I also mentioned that the other two Code Enforcement Officers told me that I could leave my cars on the lawn on Tuesday morning until the street sweeper went by. He stated, "If that would have been me, I would have cited your cars on the spot ". I also (3) asked him for an extension to my Notice of Violation and if I could meet with him and his Code Enforcement Officers and he denied both requests. On 4- 20 -09, I talked (via - telephone @ 8.05 A.M.) to the Section Head for the Code Enforcement Department Director Mark Castanolla. I explained to him that I had serious issues with the Code Enforcement Section and that I would like to meet with him, and with Code Enforcement supervisors 91 (Officer George Rodriguez) and #2 (Officer George Rodriquez), and the Officers that inspected my property. He stated that he had to investigate the matter and that he would call. me back. Director Mark Castanolla called me back at about 4:30 P.M. the same day on April 20, 09. When he called, the Code Enforcement supervisor (Mr. George Rodriguez #2) was also on the line (conference call). Mr. Mark Castanolla and Officer George Rodriquez 42 requirements for me to comply also contradicted what Officer George Rodriquez #1 told me on 4- 14 -09. For one violation, Director Mark Castanolla stated that vehicles parked must have a slab leading to a garage and that it must be approved by the City's Planning Department. I told him that this contradicted what the other supervisor said. I also told him about my issues and public safety concerns and that I wanted to meet with him and with both supervisors Officers George Rodriquez #1 and #2. and the other two Code Enforcement Officers who inspected my property. The Section Head, Mr. Mark Castanolla, also refused to meet with me at the City Hall with the Officers involved. After this teleconference, and because everyone involved refused to meet with me, I decided that there was no other alternative for me but to file this lawsuit. On 4 -24-09, Officer #2 was due to re- inspect my property. I waited for him all morning but he never showed up. I had to leave because I had to take my parents to a doctors' appointment. So I left a note for the Officer with my neighbor next door. Later on the day, I asked my neighbor if the Officer #2 ever showed up. He said, " No ". Then I gaited for him the rest of that day, but again he never showed -up. Inter, I waited for a re- inspection for weeks, months, and to date, no one has followed -up on the Notice of Violation issued to me. According to Notice of Violation dated 4- 14 -09, Code Enforcement Officer #2 was supposed to re- inspect my property on 4 -24 -09 for the violations listed on this "Notice ". As stated above, on 4- 24 -09, I waited for someone from the City, but to date no one showed up. Now, it is impossible for me to understand why I was never given an extension to comply with the "Notice of Violation" if no one was going to follow -up anyway. Consequently, I feel that if a follow -up inspection was not done, maybe the initial "Notice of Violation" should not have been issued. I am also requesting that City of Baldwin Park removes, makes null, and voids this Notice of Violation from any part of any record as it pertains to me and/or my home address' history. I also feel that I got injured while trying to comply with the Notice of Violation issued on 4- 14 -09, I feel that the City of Baldwin Park is responsible for my injures whether they followed -up on the Notice of Violation or not. It seems logical that maybe the original inspection was not necessary to begin with. But I still complied with the noted violations that were not contradictory, because I did not want to break the law and pay larger fines later. And in this case, the orders givenn by all Officers where contradictory, not to mention the two supervisors with the same name. I just wanted to make sure that I was doing the right CO thing. This is why it was very important for me to meet with the Code Enforcement Section and its supervisors. But they repeatedly refused. I have also learned that the City has more power than a poor citizen and they can easily find ways to retaliate against him/her in the future. I think that it is wrong for our City of Baldwin Park and its Code Enforcement and "Keep Baldwin Park Beautiful" program to suddenly and arbitrarily impose costs and burdens on its disabled senior citizens. This also discriminates against us because the time allowed to comply with a violation is the same time given to younger residents who are not on a fixed income and are physically able to comply. Further, It is my opinion that the Code Enforcement Officers and their supervisions behavior is far from being professional; and I believe that all citizens of the city deserve better; and when making contact with its residents, city staff should always identify themselves and state the purpose of their visit; and always treat all residents with dignity and respect. Also, we are in a recession, our President is doing everything he can to try to keep people in their homes; and the City of Baldwin Park, through its Code Enforcement Program, is citing, harassing and imposing unreasonable requests on its citizens with no regard of whether they are able to comply. But at the same time, I am not against keeping my property clean; I have lived here for almost forty years and for all those years, I cleared all weeds, painted, and kept up my property without any city intervention. Now find it intrusive and an invasion of my privacy that after all these years, the city decided to issued me a Violation Notice about something that I have been doing on my own for decades. Also for decades I have been complaining to city workers about installing a sidewalk and ramp to serve my home and other public and/or disable pedestrians. For all those years, I have been ignored. Further, for many years I took care of my parents, who are also disabled, then it was difficult to wheel them in and out of our home. In recent years, because of lack of access and because of the difficulty involved, they seldom stay in our home and now they only visit every now and then. I cannot understand why everyone around my neighborhood have sidewalks and ramps, but I do not. For years I felt discriminated, singled out, and being treated different than the rest of my neighbors. In past years, our children were forced to play in the street and my wife and I were always worried about them being hit by traffic. Now our grandchildren are also forced to play in the street when they come over. Also, other disable persons are forced to exit onto traffic because of no access. THE CHARGES AND /OR DAMAGES: Civil R, yhts violations,(0 5'h-, and 14'h Amendments of the U.S. Constitution);, 1 t �A. scans with Disabilities Act); Negligence; Conspiracy; Falser Iinp+erWW&*W , 8&,,- tjvuEmfireserrmemt; Mvasion ofPnvacy; Harassruerrt, Enitmig Identity Theft; Retaliation; Refusal to Meet (to Discuss Issues); Malfeasance; Misfeasance; Nonfeasance; Infliction of Emotional Distress and Negligent Infliction of Emotional Distress. I declare that the above facts are true and orrect to the best of my knowledge_ October 12, 2009 Oscar Gomez C15-) CITY OF BALDWIN PARK CITY COUNCIL MINUTES U9 I I W%Jug ew'ls A ems+ 1— a Manuel Lozano, Mayor Monica Garcia, Mayor Pro Tern Anthony J. Bejarano, Marlen Garcia, Ricardo Pacheco, Council Members Maria Contreras, City Treasurer Susan Rubio, City Clerk The CITY COUNCIL of the City of Baldwin Park met in REGULAR SESSION at the above time and place. CALL TO ORDER INVOCATION Led by Pastor Robles PLEDGE OF ALLEGIANCE ROLL CALL Present: Council member Bejarano, Council member Marlen Garcia, Council member Pacheco, Mayor Pro Tern Monica Garcia, Mayor Lozano. Absent: None. Also Present: Chief Executive Officer Vijay Singhal, City Attorney Joseph W. Pannone, Director of Recreation & Community Services Manuel Carrillo Jr., Community Development Manager Marc Castagnola, Director of Public Works William Galvez, Chief of Police Lili Hadsell, City Treasurer Contreras, City Clerk Rubio, Deputy City Clerk Nieto. ANNOUNCEMENTS Mayor Pro Tern Monica Garcia adjourned in memory of Baldwin Park resident Vicky Munoz; City Treasurer Contreras adjourned in memory of Lucy Weldy, former BPUSD and Paula Ebiner; Council member Bejarano asked to keep Mr. Chua in prayer as he had recently suffered a heart attack Page 1 of 5 PROCLAMATIONS, COMMENDATIONS & PRESENTATIONS NONE PUBLIC COMMUNICATIONS Thomas Cary, resident spoke about a smoke shop near schools in the city; motor oil & weeds on Palmrose; and other various issues in the city Ken Woods, resident spoke about a recent Planning Commission meeting Jesse Plata, spoke about businesses that came to Baldwin Park, such as Laidlaws, Walmart and Home Depot as well as the relocation of residents due to redevelopment Susan Reyes, representing Assemblyman Hernandez thanked staff for working with them on the census outreach and announced a Health and Public Safety Fair Adolfo Jimenez, Dominguez Engineering thanked the staff for working with them on a recent public works project and offered to give the incentive back to the city so that it can go to other use Teri Muse, resident announced two bulky item pick ups for Baldwin Park residents Greg Tuttle, business owner addressed comments of previous speaker, the situation of the Baldwin Park Chamber of Commerce, budget & public safety issues John Rios, resident commented about the placement and removal of political signs Mayor Lozano addressed comments of speakers and eminent domain regulations in the state of California Council member Bejarano commented about residents who walk in all areas of the city; He stated that he had never taken bribes. He thanked those who had contributed to his campaign and clarified that contributions to his legally formed committee had been received CONSENT CALENDAR Motion: Approve CONSENT CALENDAR with the exception of Item 8 Moved by Mayor Lozano, seconded by Council member Marlen Garcia. 1. WARRANTS AND DEMANDS City Council received and filed. 2. PROPOSED RECOGNITIONS BY THE MAYOR AND CITY COUNCIL FOR Page 2 of 5 THE PERIOD OF OCTOBER 21, 2009 THROUGH NOVEMBER 3, 2009 City Council approved the preparation and presentation of the plaques and certificates as outlined in the staff report. 3. MINUTES City Council approved the minutes of the special and regular meeting of October 7, 2009. 4. CITY TREASURER'S REPORT - SEPTEMBER 2009 City Council received and filed. 5. CLAIM REJECTIONS City Council rejected the claim of Rui Lan Zhu (09.08.09) and authorized staff to send the appropriate notices of rejection to the claimants. 6. NOISE ORDINANCE ENFORCEMENT City Council 1) directed staff to continue work with the City Attorney's Office to make an amendment to the current ordinance and 2) directed the Police Chief and her staff to make the necessary internal pnlir \/ rhanges. 7. MONTHLY FINANCIAL REPORT - SEPTEMBER 2009 City Council received and filed the monthly financial report for the period ended September 30, 2009. The following item was pu led by Council member Bejarano for separate discussion; 8. FISCAL YEAR 2008/2009 PRELIMINARY YEAR -END FINANCIAL UPDATE Chief Executive Officer Singhal presented the report and addressed comments regarding the budget and perceived deficits. He reported that property taxes were up, revenues and expenditures were down & cash balances increased Council member Bejarano thanked Mayor Lozano, Mayor Pro Tern Monica Garcia and Council member Marlen Garcia for their fiscal conservatism Motion: Receive and file the FY 2008 -2009 financial update. Moved by Mayor Lozano, seconded by Council member Bejarano. 9. CITY OF BALDWIN PARK'S GREEN VISION AND ENVIRONMENTAL COMMITTEE UPDATE City Council received and filed. Page 3 of 5 10. RESTRUCTURING OF THE BALDWIN PARK CHAMBER OF COMMERCE City Council received and filed the report. 11. TRAFFIC SAFETY ENHANCEMENTS AT MARGARET HEATH ELEMENTARY City Council directed staff to complete Phase I improvements as suggested in staff report. 12. NOTICE OF COMPLETION AND PROJECT ACCEPTANCE OF SYRACUSE AVENUE STORM DRAIN CONSTRUCTED BY DOMINGUEZ GENERAL ENGINEERING, INC. City Council 1) accepted the construction improvements by Dominguez General Engineering, Inc. and authorized the recordation of a Notice of Completion; 2) authorized a contract extra in the amount of $15,000 to SA & Associates, Inc.; and 3) authorized payment of $60,630 in retention funds to Dominguez General Engineering, Inc. upon expiration of the 35 -day lien period. 13. ENERGY EFFICIENCY AND CONSERVATION STRATEGY - AUTHORIZATION TO PROCEED WITH HONEYWELL City Council authorized the Chief Executive Officer to proceed vvii'i Hoiie'y"vve for the preparation of the SECS. 14. APPROVE THE CONSTRUCTION DOCUMENTS FOR THE ARRA (STIMULUS) CDBG STREET IMPROVEMENTS AND AUTHORIZE ADVERTISING FOR CONSTRUCTION BIDS City Council approved the project specifications and authorized staff to solicit construction bids for the ARRA /CDBG Street Improvements. SET MA GS TTGDC _ DI IRI If` WPARIN .v.�. ..�.w - . vv.�.v ..��... .vv NONE REPORTS OF OFFICERS NONE CITY COUNCIL / CITY CLERK / CITY TREASURER / STAFF REQUESTS & COMMUNICATIONS Request by Mayor Pro Tern Monica Garcia for discussion and direction to staff on project labor agreements Mayor Pro Tern Modica Garcia thanked staff for the coordination of the job fair and the positive attendance. She requested that on the parking structure project and capital improvement plan, project labor agreements be explored and implemented as they would create Page 4 of 5 apprenticeship opportunities and benefits for the residents Council member Pacheco expressed his support of project labor agreements, as they establish a partnership with community job seekers and contractors wanting to do work in Baldwin Park. He further noted that representatives from the unions were willing to meet with the CEO to discuss this topic Council member Pacheco spoke about the recent job fair and feedback that he had received from job fair participants and also commented about the eminent domain laws that the Mayor had previously addressed. He wanted to make sure that the Council would not support any projects that would drive out residents ADJOURNMENT There being no other matters for discussion the meeting was adjourned in memory of Vicky Munoz, Lucy Weldy and Paula Ebiner at 7:45 p.m. Approved as presented by the Council At their meeting held November 4, 2009. Laura M. Nieto, CMC Deputy City Clerk Page 5 of 5 TO: Honorable Mayor and Members of the City Council ° `° FROM: Manuel Carrillo Jr., Director of Recreation & Community Sery DATE: November 4, 2009 SUBJECT: Approval of Emergency Preparedness and Response Agreement with Los Angeles County PURPOSE This purpose of this staff report is to request formal authorization from City Council to enter an agreement with the County of Los Angeles to conduct two Point of Dispensing (POD) exercises in the City of Baldwin Park. BACKGROUND In order to ensure the City is prepared to handle a local public health emergency such as a bioterrorism attack or massive disease outbreak, the City conducted a POD exercise last year that proved to be very successful. Last year's exercise was conducted at Sierra Vista High School and free seasonal flu vaccines were distributed to ensure the general public participated. DISCUSSION This year, the City was approached by the County to host two POD exercises at Morgan Park. The first POD exercise will occur on Saturday, November 14, 2009 and a second one will be held on Saturday, December 5, 2009. The goal of the POD exercise is similar to last year's in which the mission is to vaccinate over 4,000 members of the general public over a period of 8 hours. To guarantee participation from the general public, free H1 N1 (also know as Swine Flu) vaccinations will be dispensed. FISCAL IMPACT To offset the costs associated in coordinating the two exercises, the County of Los Angeles has offered the City a $6,000 stipend per POD exercise for a total of $12,000. While the stipend will not cover all of the expenses, the amount provided to the City by the County will go towards covering these costs. RECOMMENDATION It is recommended that the City Council: 1) Approve and authorize the Director of Recreation and Community Services to sign the Emergency Preparedness and Response Services Agreement and any other associated documents related to this project. Attachment: Emergency Preparedness and Response Services Agreement Contract No. EMERGENCY PREPAREDNESS AND RESPONSE SERVICES AGREEMENT THIS AGREEMENT is made and entered into this of NOVEMBER 1 2009-1 FOURTH day by and between COUNTY OF LOS ANGELES (hereafter "County"), and CITY OF BALDWIN PARK (hereafter "Contractor"). WHEREAS, Section 10 10 2 5 of the California H e a ltl- I and S a Ifety Code places upon the County's Board of Supervisors ("Board") the duty to preserve and protect the public's health-, and WHEREAS, Section 101000 of the California Health and Safety Code requires the Board to appoint a County Health Officer', who under this Agreement is the Director of PH" ;- ­4­ +- -r�­n+ +k� Department oil Public Health (hereafter "DPI" I or "Departi—I lent"), 11 1 V1 Ul�;[ L%J prevent the spread of occurrence of communicable contagious and infectious diseases within the jurisdiction of County; and WHEREAS, the County Health Officer's duties under this Agreement include enhancing State and local preparedness for bioterrorism and other public health emergencies within the County; and - I - WHEREAS, the term "Director" as used herein refers to the Director of County's DPH, or his authorized designee (hereafter jointly referred to as "Director "); and WHEREAS, County has been allocated funds from the Federal Centers for Disease Control and Prevention ( "CDC "), Catalog of Federal Domestic Assistance Number 93.069 for the Public Health Preparedness and Response to Bioterrorism Project of which a portion of these funds has been designated to support DPH's pandemic H 1 N 1 influenza efforts including community -based mass vaccination, subject to vaccine availability and public demand, and WHEREAS, County has limited staff with the expertise to perform and complete this work within the required time line of this Agreement; and WHEREAS, Contractor possesses the competence, expertise, facilities, and personnel to provide the services described hereunder; and WHEREAS, Contractor is willing to provide the services described herein for and in consideration of the payments provided under this agreement and under the terms and conditions hereafter set forth; and WHEREAS, County is authorized by Government Code Section 31000 to contract for these services. NOW, THEREFORE, the parties hereto agree as follows: A. This Agreement shall commence on effective upon date of execution as first written above, and shall continue in full force and effect to midnight April 30, 2010. -2- B. In any event, this Agreement may be cancelled or terminated by either party, with or without cause, upon the giving of at least thirty (30) calendar days' prior written notice to the other. 2. DESCRIPTION OF SERVICES: A. Contractor shall provide services in the form as described in Exhibit "A" Scope of Work, which is attached hereto and incorporated herein by reference. B. Contractor acknowledges that the quality of service(s) provided under this Agreement shall be at least equivalent to that which Contractor provides to all other clients it serves. 3. NONEXCLUSIVITY: Contractor acknowledges that it is not necessarily an exclusive provider to County of the services to be provided under this Agreement, that County has, or may enter into agreements (i.e., contracts) with other providers of said services, and that County reserves the right to itself perform the services with its own County personnel. During the term of this Agreement, Contractor agrees to provide County with the services described in the Agreement. 4. MAXIMUM OBLIGATION OF COUNTY: The maximum obligation of County for services provided under this Agreement from date of execution through April 30, 2010, shall be no greater than Twelve Thousand Dollars ($12,000). Contractor shall use such funds only to pay for services as set forth in Schedule A, attached hereto and incorporated herein by reference, and only to the extent that such funds are reimbursable to County. 5. BILLING AND PAYMENT: -3- A. County agrees to compensate Contractor in accordance with the payment structure set forth in the Exhibit(s), Attachment(s), and Schedule(s) attached hereto and incorporated herein by reference. B. "Provision of Services" as used in this Paragraph includes time spent performing any service activities designated in the Exhibit(s), Attachment(s), and Schedule(s) and also includes time spent on preparation for such activities. C. Compensation described herein is dependent on County's conducting community -based pandemic H1 N1 influenza mass vaccination in facilities located within Contractor's territorial boundaries. In the event that pandemic H1 N1 influenza is cancelled, for any reason, compensation is not permitted. D. Original invoices shall be submitted directly to the Emergency Preparedness and Response Program, 600 South Commonwealth Avenue, Suite 700; Los Angeles, California 90005, no later than thirty (30) calendar days after the completion of each deliverable or completion of each deliverable sub - section, as determined by Director. Contractor agrees that Director shall have the right to withhold any payment due to Contractor for work performed until Director is satisfied that the deliverable has been completed. E. In no event shall County be required to pay Contractor more, for all services provided hereunder, than the maximum obligation of County as set forth in the MAXIMUM OBLIGATION OF COUNTY paragraph of this Agreement unless otherwise revised or amended under the terms of this Agreement. F. Contractor Expenditures Reduction Flexibility: County shall maintain -4- the flexibility with County agreements and /or contracts to allow for the cancellation of all County agreements and /or contracts; and to renegotiate downward all County agreements and /or contracts with Contractor consistent with County budget reductions. G. Monthly Billing: Contractor shall bill County monthly in arrears. All billings shall include a financial invoice and all required programmatic reports and /or data. All billing shall clearly reflect all required information as specified on forms provided by County regarding the services for which claims are to be made. Billings shall be submitted to County within thirty (30) calendar days after the close of each calendar month. Within a reasonable period of time following receipt of a complete and correct monthly billing, County shall make payment. H. Budget Modification: Contractor may modify the project budget, only with the prior written approval of the Emergency Preparedness and Response Program (EPRP) Director. Retroactive modifications are not allowed and no modification shall increase the maximum amount payable. During the first eleven (11) months of a twelve (12) month contract term, agencies may submit budget modification requests moving funds within and between any budget categories. These requests will be reviewed and considered for approval if programmatically sound and fiscally appropriated. During the final month of the contract term, budget modification requests will not be considered. -s - 6. COST REPORT: A. For each year, or portion thereof, that this Agreement is in effect, Contractor shall provide to County's DPH — Emergency Preparedness and Response ( "EPRP ") an annual cost report within thirty (30) calendar days following the close of the contract period. Such cost report shall be prepared in accordance with general accepted accounting principles, costs, report forms, and instructions provided by County. B. If this Agreement is terminated prior to the close of the contract period, the annual cost report shall be for that Agreement period which ends on the termination date. The report shall be submitted within thirty (30) calendar days after such termination date to County's DPH — EPRP. C. The primary objective of the annual cost report shall be provided to County with actual expenditure(s) data for the contract period that shall serve as the basis for determining final amounts due to /from Contractor. D. If the Annual Cost Report is not delivered by Contractor to County within the specified time, Director may withhold all payments to Contractor under all service agreements between County and Contractor until such report is delivered to County and /or may make a final determination of amounts due to /from Contractor on the basis of the last monthly billing received. 7. COUNTY'S OBLIGATION FOR FUTURE FISCAL YEARS: Notwithstanding any other provision of this Agreement, County shall not be obligated for services performed hereunder, or by any provision of this Agreement, during any of County's -6- future July 1 - June 30 fiscal years unless and until County's Board of Supervisors appropriates funds for this Agreement in County's Budget for each such future fiscal year. In the event that funds are not appropriated for this Agreement, then this Agreement shall be deemed to have terminated on August 9, of the last County fiscal year for which funds were appropriated. Director shall notify Contractor in writing of such non - appropriation of funds at the earliest possible date. 8. NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION/ TERMINATION OF AGREEMENT: Contractor shall have no claim against County for the payment of any monies or reimbursements of any kind whatsoever, for any service provided by Contractor after the expiration or other termination of this Agreement. Should Contractor receive any such payment, it shall immediately notify County and shall immediately repay all such funds to County. Payment by County for services rendered after expiration/ termination of this Agreement shall not constitute a waiver of County's right to recover such payment from Contractor. This provision shall survive the expiration or other termination of this Agreement. 9. INDEMNIFICATION: Neither County nor any officer or employee, or person, or a designee of County ( "County Indemnitees ") shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of City of Baldwin Park delegated to or determined to be the responsibility of City of Baldwin Park under this Agreement. Pursuant to Government Code Section 895.4, City of Baldwin shall indemnify, defend and hold County Indemnitees harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason or any acts -7- or omissions on the part of City of Baldwin Park under this Agreement. Neither City of Baldwin Park nor any officer or employee of City of Baldwin Park ( "City Of Baldwin Park Indemnitees ") shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of County delegated to or determined to be the responsibility of County under this Agreement. Pursuant to Government Code Section 895.4, County shall indemnify, defend and hold City of Baldwin Park Indemnitees harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of County delegated to or determined to be the responsibility of County under this Agreement. 10. GENERAL PROVISIONS FOR ALL INSURANCE COVERAGES: Without limiting Contractor's indemnification of County, and in the performance of this Agreement and until all of its obligations pursuant to this Contract have been met, Contractor shall provide and maintain at its own expense insurance coverage satisfying the requirements specified in Paragraph 10 of this Agreement. These minimum insurance coverage terms, types and limits (the "Required Insurance ") also are in addition to and separate from any other contractual obligation imposed upon Contractor pursuant to this Agreement. The County in no way warrants that the Required Insurance is sufficient to protect the Contractor for liabilities which may arise from or relate to this Agreement. A. Evidence of Coverage and Notice to County: A certificate(s) of insurance coverage (Certificate) satisfactory to County, and a copy of an Additional Insured endorsement confirming County and its Agents (defined below) IF-12 has been given Insured status under the Contractor's General Liability policy, shall be delivered to County at the address shown below and provided prior to commencing services under this Agreement. Renewal Certificates shall be provided to County not less than 10 days prior to Contractor's policy expiration dates. The County reserves the right to obtain complete, certified copies of any required Contractor and /or Sub - Contractor insurance policies at any time. Certificates shall identify all Required Insurance coverage types and limits specified herein, reference this Agreement by name or number, and be signed by an authorized representative of the insurer(s). The Insured party named on the Certificate shall match the name of the Contractor identified as the contracting party in this Agreement. Certificates shall provide the full name of each insurer providing coverage, its National Association of Insurance Commissioners ( "NAIC ") identification number, its financial rating, the amounts of any policy deductibles or self - insured retentions exceeding Fifty Thousand Dollars ($50,000), and list any County required endorsement forms. Neither the County's failure to obtain, nor the County's receipt of, or failure to object to a non - complying insurance certificate or endorsement, or any other insurance documentation or information provided by the Contractor, its insurance broker(s) and /or insurer(s), shall be construed as a waiver of any of the Required Insurance provisions. Certificates and copies of any required endorsements shall be sent to- -9- County of Los Angeles Department of Public Health, Emergency Preparedness and Response Program 600 South Commonwealth Avenue, Suite 700 Los Angeles, California 90005 Attention: Alonzo Plough, Director Contractor also shall promptly report to County any injury or property damage accident or incident, including any injury to a Contractor employee occurring on County property, and any loss, disappearance, destruction, misuse, or theft of County property, monies or securities entrusted to Contractor. Contractor also shall promptly notify County of any third party claim or suit filed against Contractor or any of its Sub - Contractors which arises from or relates to this Contract, and could result in the filing of a claim or lawsuit against Contractor and /or County. B. Additional Insured Status and Scope of Coverage: The County of Los Angeles, its Special Districts, Elected Officials, Officers, Agents, Employees and Volunteers (collectively County and its Agents) shall be provided additional insured status under Contractor's General Liability policy with respect to liability arising out of Contractor's ongoing and completed operations performed on behalf of the County. County and its Agents additional insured status shall apply with respect to liability and defense of suits arising out of the Contractor's acts or omissions, whether such liability is attributable to the Contractor or to the County. The full policy limits and scope of protection also shall apply to the County and its Agents as an additional insured, even if they exceed the County's minimum -lo- Required Insurance specifications herein. Use of an automatic additional insured endorsement form is acceptable providing it satisfies the Required Insurance provisions herein. C. Cancellation of Insurance: Except in the case of cancellation for non - payment of premium, Contractor's insurance policies shall provide, and Certificates shall specify, that County shall receive not less than thirty (30) days advance written notice by mail of any cancellation of the Required Insurance. Ten (10) days prior notice may be given to County in event of cancellation for non- payment of premium. D. Failure to Maintain Insurance: Contractor's failure to maintain or to provide acceptable evidence that it maintains the Required Insurance shall constitute a material breach of the Contract, upon which County immediately may withhold payments due to Contractor, and /or suspend or terminate this Contract. County, at its sole discretion, may obtain damages from Contractor resulting from said breach. E. Insurer Financial Ratings: Coverage shall be placed with insurers acceptable to the County with A.M. Best ratings of not less than A:VII unless otherwise approved by County. F. Contractor's Insurance Shall Be Primary: Contractor's insurance policies, with respect to any claims related to this Agreement, shall be primary with respect to all other sources of coverage available to Contractor. Any County maintained insurance or self - insurance coverage shall be in excess of and not -11- contribute to any Contractor coverage. G. Waivers of Subrogation: To the fullest extent permitted by law, the Contractor hereby waives its rights and its insurer(s)' rights of recovery against County under all the Required Insurance for any loss arising from or relating to this Agreement. The Contractor shall require its insurers to execute any waiver of subrogation endorsements which may be necessary to affect such waiver. H. Sub - Contractor Insurance Coverage Requirements: Contractor shall include all Sub - Contractors as insureds under Contractor's own policies, or shall provide County with each Sub- Contractor's separate evidence of insurance coverage. Contractor shall be responsible for verifying each Sub - Contractor complies with the Required Insurance provisions herein, and shall require that each Sub- Contractor name the County and Contractor as additional insureds on the Sub - Contractor's General Liability policy. Contractor shall obtain County's prior review and approval of any Sub - Contractor request for modification of the Required Insurance. I. Deductibles and Self- Insured Retentions (SIRs): Contractor's policies shall not obligate the County to pay any portion of any Contractor deductible or SIR. The County retains the right to require Contractor to reduce or eliminate policy deductibles and SIRs as respects the County, or to provide a bond guaranteeing Contractor's payment of all deductibles and SIRs, including all related claims investigation, administration and defense expenses. Such bond shall be executed by a corporate surety licensed to transact business in the State -12- of California. J. Claims Made Coverage: If any part of the Required Insurance is written on a claims made basis, any policy retroactive date shall precede the effective date of this Agreement. Contractor understands and agrees it shall maintain such coverage for a period of not less than three (3) years following Agreement expiration, termination or cancellation. K. Application of Excess Liability Coverage: Contractors may use a combination of primary, and excess insurance policies which provide coverage as broad as ( "follow form" over) the underlying primary policies, to satisfy the Required Insurance provisions. L. Separation of Insureds: All liability policies shall provide cross - liability coverage as would be afforded by the standard Insurance Services Office, Inc., (ISO), separation of insureds provision with no insured versus insured exclusions or limitations. M. Alternative Risk Financing Programs: The County reserves the right to review, and then approve, Contractor use of self- insurance, risk retention groups, risk purchasing groups, pooling arrangements and captive insurance to satisfy the Required Insurance provisions. The County and its Agents shall be designated as an Additional Covered Party under any approved program. N. County Review and Approval of Insurance Requirements: The County reserves the right to review and adjust the Required Insurance provisions, -13- conditioned upon County's determination of changes in risk exposures. O. Commercial General Liability: Insurance (providing scope of coverage equivalent to ISO policy form CG 00 01), naming County and its Agents as an additional insured, with limits of not less than: General Aggregate: $2 Million Products /Completed Operations Aggregate: $1 Million Personal and Advertising Injury: $1 Million Each Occurrence: $1 Million P. Automobile Liability: Insurance (providing scope of coverage equivalent to ISO policy form CA 00 01) with limits of not less than One Million Dollars ($1,000,000) on for bodily injury and property damage, in combined or equivalent split limits, for each single accident. Insurance shall cover liability arising out of Contractor's use of autos pursuant to this Agreement, including owned, leased, hired, and /or non -owned autos, as each may be applicable. Q. Workers Compensation and Employers' Liability: Insurance or qualified self- insurance satisfying statutory requirements, which includes Employers' Liability coverage with limits of not less than One Million Dollars ($1,000,000) per accident. If Contractor will provide leased employees, or, is an employee leasing or temporary staffing firm or a Professional Employer Organization ( "PEO "), coverage also shall include an Alternate Employer Endorsement (providing scope of coverage equivalent to ISO policy form WC 00 03 01: a) naming the County as the Alternate Employer, and the endorsement form shall be modified to provide that County will receive not less than thirty (30) -14- days advance written notice of cancellation of this coverage provision. If applicable to Contractor's operations, coverage also shall be arranged to satisfy the requirements of any federal workers or workmen's compensation law or any federal occupational disease law. R. Professional Liability /Errors and Omissions: Insurance covering Contractor's liability arising from or related to this Contract, with limits of not less than $1 million per claim and Two Million Dollars ($2,000,000) aggregate. Further, Contractor understands and agrees it shall maintain such coverage for a period of not less than three (3) years following this Agreement's expiration, termination or cancellation. 11. DELEGATION AND ASSIGNMENT: A. Contractor shall not assign its rights or delegate its duties under this Agreement, or both, whether in whole or in part, without prior written consent of County, in its discretion, and any attempted assignment or delegation without such prior County consent shall be null and void. For purposes of this Subparagraph, County consent shall require a written amendment to this Agreement which is formally approved and executed by the parties. Any payments by County to any approved assignee or delegate on any claim under this Agreement shall be deductible, at County's sole discretion, against the claims, which Contractor may have against County. B. Shareholders, partners, members, or other equity holders of Contractor may transfer, sell, exchange, assign, or divest themselves of any interest they -IS- may have therein. However, in the event any such transfer, sale, exchange, assignment, or divestment is effected in such way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of this Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Agreement. C. If any assumption, assignment, delegation, or takeover of any of Contractor's duties, responsibilities, obligations, or performance of same by any entity other than Contractor, whether through assignment, delegation, subcontract, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's express prior written approval, shall be a material breach of this Agreement which may result in the termination of this Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue the event of default by Contractor. 12. SUBCONTRACTING: A. For purposes of this Agreement, all subcontracts must first be approved in writing by Director. Contractor's written request to Director for approval to enter into a subcontract shall be made at least thirty (30) calendar days prior to the subcontractor's proposed effective date, and shall include: (1) Identification of the proposed subcontractor, (who shall be licensed as appropriate for provision of subcontract services), and an -16- explanation of why and how the proposed subcontractor was selected, including the degree of competition involved. (2) A detailed description of the services to be provided by the subcontract. (3) The proposed subcontract amount and manner of compensation, if any, together with Contractor's cost or price analysis thereof. (4) A copy of the proposed subcontract. (Any later modification of such subcontract shall take the form of a formally written subcontract amendment which also must be approved in writing by Director in the same manner as described above, before such amendment is effective.) (5) Any other information and /or certification (s) requested by Director. B. Director shall review Contractor's request to subcontract and shall determine, in his /her sole discretion, whether or not to consent to such a request on a case -by -case basis. C. Subcontracts shall be made in the name of Contractor and shall not bind nor purport to bind County. The making of subcontracts hereunder shall not relieve Contractor of any requirement under this Agreement, including, but not limited to, the duty to properly supervise and coordinate the work of subcontractors. Further, Director's approval of any subcontract shall also not be construed to limit in any way, any of County's rights or remedies contained in this -17- Agreement. D. In the event that Director consents to any subcontracting, Contractor shall be solely liable and responsible for any and all payments or other compensation to all subcontractors, and their officers, employees, and agents. E. In the event that Director consents to any subcontracting, such consent shall be subject to County's right to terminate, in whole or in part, any subcontract at any time upon written notice to Contractor when such action is deemed by County to be in its best interest. County shall not be liable or responsible in any way to Contractor, or any subcontractor, or to any officers, employees, or agents, of Contractor, or any subcontractor, for any liability, damages, costs, or expenses, arising from or related to County's exercising of such a right. F. Subcontracts shall contain the following provision: "This contract is a subcontract under the terms of a prime contract with the County of Los Angeles and shall be subject to all of the provisions of such prime contract." Further, Contractor shall also reflect as subcontractor requirements in the subcontract form all of the requirements of Paragraphs 9, 10, 11, 13, 16, and 17, of the body of this Agreement, and, all of the provisions of the Additional Provisions attachment. Contractor shall deliver to Director a fully executed copy of each subcontract entered into by Contractor, as it pertains to the provision of services under this Agreement, on or immediately after the effective date of the subcontract, but in no event, later than the date any services are to be performed under the subcontract. G. Director is hereby authorized to act for and on the behalf of County -18- pursuant to this Paragraph, including but not limited to, consenting to any subcontracting. 13. COMPLIANCE WITH APPLICABLE LAW: A. Contractor shall comply with the requirements of all federal, State, and local laws, ordinances, regulations, rules, guidelines, and directives, applicable to its performance hereunder. To the extent there is any conflict between federal and State or local laws, the former shall prevail. Any reference to a specific statute, regulation, or any other document not prepared by County is deemed to include a reference to any amendment thereto as of the effective date of such amendment; further, this Agreement shall be interpreted and the parties' duties and obligations under this Agreement shall be consistent with any amendment to any applicable statute, regulation or other document not prepared by County which occurs after the effective date of the Agreement. B. Contractor shall indemnify and hold harmless County from and against any and all loss, damage, liability, or expense resulting from any violation on the part of Contractor, its officers, employees, or agents, of such federal, State, or local laws, regulations, guidelines, or directives. 14. ADDITIONAL PROVISIONS: Attached hereto and incorporated herein by reference, is a document labeled Additional Provisions, of which the terms and conditions therein contained are part of this Agreement. -19- 15. CONSTRUCTION: To the extent there are any rights, duties, obligations, or responsibilities enumerated in the recitals or otherwise in this Agreement, they shall be deemed a part of the operative provisions of this Agreement and are fully binding upon the parties. 16. CONFLICT OF TERMS: To the extent that there exists any conflict or inconsistency between the language of this Agreement (including its Additional Provisions), and that of any Exhibit(s), Attachment(s), and any other documents incorporated herein by reference, the language found within this Agreement shall govern and prevail. 17. ALTERATION OF TERMS: The body of this Agreement (including its Additional Provisions) and any Exhibit(s), and /or Attachment(s) attached hereto, fully expresses all understandings of the parties concerning all matters covered and shall constitute the total Agreement. No addition to, or alteration of, the terms of this Agreement, whether by written or verbal understanding of the parties, their officers, employees or agents, shall be valid and effective unless made in the form of a written amendment to this Agreement which is formally approved and executed by the parties in the same manner as this Agreement. 18. CONTRACTOR'S OFFICES: Contractor's office is located at 4100 Baldwin Park Boulevard, Baldwin Park, California 91706. Contractor's business telephone number is (626) 813 -5245 extension 626; facsimile /FAX number is (626) 814 -2998, and electronic mail is: MMoreno @baldwinpark.com. Contractor shall notify County, in writing, of any changes made to its business address, business telephone number -20- and /or facsimile /FAX number as listed herein, or any other business address, business telephone number and /or facsimile /FAX number used in the provision of services herein, at least ten (10) calendar days prior to the effective date(s) thereof. 19. NOTICES: Notices hereunder shall be in writing and may either be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, attention to the parties at the addresses listed below. Director is authorized to execute all notices or demands which are required or permitted by County under this Agreement. Addresses and parties to be notified may be changed by providing at least ten (10) business days prior written notice to the other party. A. Notices to County shall be addressed as follows: (1) Department of Public Health Contracts and Grants Division 313 North Figueroa Street, Sixth Floor -West Los Angeles, California 90012 -2659 Attention: Division Chief (2) Los Angeles County Department of Public Health Emergency Preparedness and Response Program 600 South Commonwealth Avenue, Suite 700 Los Angeles, California 90005 Attention: Director -21- B. Notices to Contractor shall be addressed as follows: City of Baldwin Park 4100 Baldwin Park Boulevard Baldwin Park, CA 91706 Attention: Maria Moreno, Acting Operations Supervisor -22- IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has caused this Agreement to be subscribed by its Director, and Contractor has caused this Agreement to be subscribed in its behalf by its duly authorized officer, the day, month, and year first above written. COUNTY OF LOS ANGELES Z Jonathan E. Fielding, M.D., M.P.H. Director and Health Officer CITY OF BALDWIN PARK Contractor Signature Print Name Title (AFFIX CORPORATE SEAL) APPROVED AS TO FORM BY THE OFFICE OF THE COUNTY COUNSEL ROBERT E. KALUNIAN Acting County Counsel APPROVED AS TO CONTRACT ADMINISTRATION: Department of Public Health Gary Izumi, Chief Contracts and Grants Division City PODS -23- ADDITIONAL PROVISIONS EMERGENCY PREPAREDNESS AND RESPONSE SERVICES AGREEMENT TABLE OF CONTENTS Page Paragraph (AP) No. Title No. 1. ADMINISTRATION .............................................. ............................... 1 2. STAFF PERFORMANCE OF SERVICES WHILE STAFF UNDER THE INFLUENCE ................................................................... 1 3. RECORDS AND AUDITS ............ ........................................................ 1 4. REPORTS ............................................................................................ 6 5. CONFIDENTIALITY .............................................................................. 6 6. CONTRACTOR'S OBLIGATION FOR ENTITIES OTHER THAN PROVIDERS OR BUSINESS ASSOCIATE UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT ("HIPAA") OF1996 ................................................................. 6 8. NO INTENT TO CREATE A THIRD PARTY BENEFICIARY CONTRACT.......................................................................................... 8 9. SERVICE DELIVERY SITE - MAINTENANCE STANDARDS .............. 9 10. RESTRICTIONS ON LOBBYING ......................................................... 9 TERMINATION FOR INSOLVENCY, DEFAULT, GRATUITIES, AND/OR IMPROPER CONSIDERATIONS AND CONVENIENCE ..... 10 12. GOVERNING LAW, JURISDICTION, AND VENUE ...................... 13 ADDITIONAL PROVISIONS EMERGENCY PREPAREDNESS AND RESPONSE SERVICES AGREEMENT 1. ADMINISTRATION: Director shall have the authority to administer this Agreement on behalf of County. Contractor agrees to extend to Director, or to authorized federal, State, County, and local governmental representatives, the right to review and monitor Contractor's programs, policies, procedures, and financial and /or other records, and to inspect its business offices, facilities, and /or County work site areas, for contractual compliance at any reasonable time. 2. STAFF PERFORMANCE OF SERVICES WHILE UNDER THE INFLUENCE: Contractor shall ensure that no employee or other person under Contractor's control, performs services hereunder while under the influence of any alcoholic beverage, medication, narcotic, or other substance that might impair his /her physical or mental performance. 3. RECORDS AND AUDITS: A. Service Records: Contractor shall maintain, and provide upon request by County, accurate and complete records of its activities and operations as they relate to the provision of services, hereunder. B. Financial Records: Contractor shall prepare and maintain on a current basis, complete financial records in accordance with generally accepted accounting principles and also in accordance with any additional accounting principles and procedures, and standards, which may from time to time be promulgated by UI s Director. All such records shall be sufficient to substantiate all charges billed to County in the performance of this Agreement. Further, all financial records of Contractor pertaining to this Agreement, including accurate books and records of accounts of its costs and operating expenses, and all records of services (including personnel provided), as well as other financial records pertaining to this Agreement, shall be retained by Contractor for a minimum period of five (5) years following the expiration or prior termination of this Agreement. During such five (5) year period, as well as during the term of this Agreement, all records pertaining to this Agreement, or true and correct copies thereof, including but not limited to, those records described above, shall either: 1) be retained by Contractor, accessible for review by County representatives at a location in Los Angeles County, or 2) if retained by Contractor at a location outside of Los Angeles County, moved from such a location, to a location within Los Angeles County for review, upon Director's request, and made available during County's normal business hours, within ten (1 Q) calendar days, to representatives of County, or federal and State governments, for purposes of inspection and audit. In the event such records are located outside Los Angeles County and Contractor is unable to move such records to Los Angeles County, then Contractor shall permit such inspection or audit to take place at an agreed to outside location, and Contractor shall pay County for travel, per diem, and other costs related to such inspection and audit. .. Contractor shall further agree to provide such records, when possible, immediately to County by facsimile /FAX, or through the Internet (i.e., electronic mail [ "e- mail "]), upon Director's request. Director's request shall include appropriate County facsimile /FAX number(s) and /or e-mail address(es) for Contractor to provide such records to County. In any event, Contractor shall agree to make available the original documents of such FAX and e-mail records when requested by Director for review as described hereinabove. C. Federal Access to Records: If, and to the extent that, section 1861 (v)(1)(I) of the Social Security Act [42 United States Code ( "U.S.C. ") section 1395x (v)(1)(I)] is applicable, Contractor agrees that for a period of five (5) years following the furnishing of services under this Agreement, Contractor shall maintain and make available, upon written request, to the Secretary of the United States Department of Health and Human Services or the Comptroller General of the United States, or to any of their duly authorized representatives, this Agreement, books, documents, and records of Contractor which are necessary to verify the nature and extent of the cost of services provided hereunder. Furthermore, if Contractor carries out any of the services provided hereunder through any subcontract with a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve (12) month period with a related organization (as that term is defined under federal law), Contractor agrees that each such subcontract shall provide for such access to the sub - contract, books, documents and records of the subcontractor. - AP -3 - D. County To Be Provided Audit Report(s): In the event that an audit is conducted of Contractor specifically regarding this Agreement by any federal or State auditor, or any auditor or accountant employed by Contractor or otherwise, Contractor shall file a copy of each such audit report with Director and County's Auditor - Controller within thirty (30) calendar days of Contractor's receipt thereof, unless otherwise provided under this Agreement, or under applicable federal or State regulations. To the extent permitted by law, County shall maintain the confidentiality of such audit report(s). Failure of Contractor to comply with these terms shall constitute a material breach of this Agreement upon which County may cancel, terminate, or suspend this Agreement. E. Audit/Compliance Review: In the event County representatives conduct an audit/compliance review of Contractor, Contractor shall fully cooperate with County's representatives. Contractor shall allow County representatives access to all records of services rendered and all financial records and reports pertaining to this Agreement and shall allow photocopies to be made of these documents utilizing Contractor's photocopier, for which County shall reimburse Contractor its customary charge for record copying services, if requested. Director shall provide Contractor with at least ten (10) working days prior written notice of any audit/compliance review, unless otherwise waived by Contractor. County may conduct a statistical sample audit/compliance review of all claims paid by County during a specified period. The sample shall be determined in accordance with generally accepted auditing standards. An exit conference shall be �� held following the performance of such audit/ compliance review at which time the results shall be discussed with Contractor. Contractor shall be provided with a copy of any written evaluation reports. Contractor shall have the opportunity to review County's findings on Contractor, and Contractor shall have thirty (30) calendar days after receipt of County's audit/ compliance review results to provide documentation to County representatives to resolve the audit exceptions. If, at the end of the thirty (30) calendar day period, there remains audit exceptions which have not been resolved to the satisfaction of County's representatives, then the exception rate found in the audit, or sample, shall be applied to the total County payment made to Contractor for all claims paid during the audit/compliance review period to determine Contractor's liability to County. F. County Audit Settlements: If, at any time during the term of this Agreement or at any time within five (5) years after the expiration or earlier termination of this Agreement, authorized representatives of County conduct an audit of Contractor regarding the services provided to County hereunder and if such audit finds that County's dollar liability for such services is less than payments made by County to Contractor, then Contractor agrees that the difference shall be either: (1) repaid forthwith by Contractor to County by cash payment, or (2) at Director's option, deducted from any further amount due Contractor from County. If such audit finds that County's dollar liability for services provided hereunder is more than ..IIIMIIIIIIIIIII payments made by County to Contractor, then the difference shall be paid forthwith to Contractor by County by cash payment. 4. REPORTS: Contractor shall make reports as required by County, or DPH, concerning Contractor's activities and operations as they relate to this Agreement and the provision of services hereunder. In no event, however may County, or DPH, require such reports unless Director has provided Contractor with at least thirty (30) calendar days' prior written notification thereof. Director's notification shall provide Contractor with a written explanation of the procedures for reporting the information required. 5. CONFIDENTIALITY: To the extent that Contractor may gain access hereunder to County patient records and information, Contractor shall maintain the confidentiality of such records and information from third parties, including but not limited to, billings and County records, in accordance with all applicable federal, State, and local laws, ordinances, rules, regulations, and directives relating to confidentiality. Contractor shall inform all its officers, employees, agents, subcontractors, and others providing services hereunder of this confidentiality provision requirement. Contractor shall indemnify and hold harmless County, its officers, employees, agents, and subcontractors, from and against any and all loss, damage, liability, and expense arising out of any disclosure of patient records and information by Contractor, its officers, employees, agents, subcontractors, and others providing services hereunder. 6. CONTRACTOR'S OBLIGATION FOR ENTITIES OTHER THAN PROVIDERS OR BUSINESS ASSOCIATE UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) OF 1996: It is the intention of the parties that Contractor will provide the County with deidentified data. Contractor expressly acknowledges and agrees that the provision of services under this Agreement does not require or permit access by Contractor or any of its officers, employees, or agents to any patient medical records. Accordingly, Contractor shall instruct its officers, employees, and agents that they are not to pursue or gain access to patient medical records for any reason whatsoever. Notwithstanding the foregoing, the parties acknowledges that, in the course of the provision of services hereunder, Contractor or its officers, employees, or agents may have inadvertent access to patient medical records. Contractor understands and agrees that neither it not its officers, employees, and agents are to take advantage of such access for any purpose whatsoever. Additionally, in the event of such inadvertent access, Contractor and its employees shall maintain the confidentiality of any information obtained and shall notify Executive Director of the Emergency Preparedness and Response Program that such access has been gained immediately or upon the first reasonable opportunity to do so. In the event of any access, whether inadvertent or intentional, Contractor shall indemnify, defend, and hold harmless County, its officers, employees, or agents from and against any and all liability, including but not limited to actions, claims, costs, demands, expenses, and fees (including attorney and expert witness fees) arising from or connected with Contractor's or its officers', employees', or agents' access to patient medical records. Contractor agrees to provide appropriate training to its employees regarding their obligation as described herein in this regard. - AP -7 - 7. INDEPENDENT CONTRACTOR STATUS: A. This Agreement is by and between County and Contractor and is not intended, and shall not be construed, to create the relationship of employee, agent, servant, partnership, joint venture, or association, as between County and Contractor. The employees and agents of one party shall not be, or be construed to be, employees or agents of the other party for any purpose whatsoever. B. Contractor shall be solely liable and responsible for providing to, or on behalf of, its officers and employees all legally required employee benefits. County shall have no liability or responsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, federal, State, and local taxes, or other compensation, benefits, or taxes to, or on behalf of, any personnel provided by Contractor. C. Contractor understands and agrees that all persons furnishing services to County pursuant to this Agreement are, for purposes of workers' compensation liability, the sole employees of Contractor and not employees of County. Contractor shall bear the sole liability and responsibility for furnishing workers' compensation benefits to any person for injuries arising from or connected with services performed by or on behalf of Contractor pursuant to this Agreement. 8. NO INTENT TO CREATE A THIRD PARTY BENEFICIARY CONTRACT: Notwithstanding any other provision of this Agreement, the parties do not in any way intend that any person shall acquire any rights as a third party beneficiary under this Agreement. :• s 9. SERVICE DELIVERY SITE - MAINTENANCE STANDARDS: Contractor shall assure that the location(s) (e.g.,facility[ies]) where Contractor provides services under this Agreement, is /are operated at all times in accordance with all County and local community standards with regard to property maintenance and repair, graffiti abatement, refuse removal, fire safety, landscaping, and in full compliance with all applicable local laws, ordinances, and regulations relating to the property. County's periodic monitoring visits to Contractor's facility(ies) shall include a review of compliance with the provisions of this Paragraph. 10. RESTRICTIONS ON LOBBYING: A. Federal Certification and Disclosure Requirement: If any federal monies are to be used to pay for Contractor's services under this Agreement, Contractor shall comply with all certification and disclosure requirements prescribed by section 319, Public Law 101 -121 (31 U.S.C. section 1352) and any implementing regulations, and shall ensure that each of its subcontractors receiving funds provided under this Agreement also fully comply with all such certification and disclosure requirements. B. County Lobbyists: Contractor and each County lobbyist or County lobbying firm as defined in Los Angeles County Code section 2.160.010, retained by Contractor, shall fully comply with the County Lobbyist Ordinance, Los Angeles County Code Chapter 2.160. Failure on the part of Contractor or any County lobbyist or County lobbying firm retained by Contractor to fully comply with the County Lobbyist Ordinance shall constitute a material breach of this Agreement upon which Director may suspend or County may immediately terminate this Agreement. 11. TERMINATION FOR INSOLVENCY, DEFAULT, GRATUITIES, AND /OR IMPROPER CONSIDERATIONS AND CONVENIENCE: A. Termination for Insolvency: County may terminate this Agreement immediately for default in the event of the occurrence of any of the following: (1) Insolvency of Contractor. Contractor shall be deemed to be insolvent if it has ceased to pay its debts at least sixty (60) calendar days in the ordinary course of business or cannot pay its debts as they become due, whether Contractor has committed an act of bankruptcy or not, and whether Contractor is insolvent within the 'meaning of the federal Bankruptcy Law or not; (2) The filing of a voluntary or involuntary petition under the federal Bankruptcy Law; (3) The appointment of a Receiver or Trustee for Contractor; (4) The execution by Contractor of an assignment for the benefit of creditors. The rights and remedies of County provided in this Paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. B. Termination For Default: County may, by written notice of default to Contractor, terminate this Agreement immediately in any one of the following circumstances: (1) If, as determined in the sole judgment of County, Contractor fails to perform any services within the times specified in this Agreement or any extension thereof as County may authorize in writing; or (2) If, as determined in the sole judgment of County, Contractor fails to perform and /or comply with any of the other provisions of this Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these two (2) circumstances, does not cure such failure within a period of five (5) calendar days (or such longer period as County may authorize in Writing) after receipt of notice from County specifying such failure. In the event that County terminates this Agreement as provided hereinabove, County may procure, upon such terms and in such manner as County may deem appropriate, services similar to those so terminated, and Contractor shall be liable to County for any reasonable excess costs incurred by County for such similar services. The rights and remedies of County provided in this Paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. C. Termination For Gratuities and /or Improper Consideration: County may, by written notice to Contractor, immediately terminate Contractor's right to proceed under this Agreement, if it is found that gratuities or consideration in any form, were - AP -11 - offered or given by Contractor, either directly or through an intermediary, to any County officer, employee, or agent, with the intent of securing the Agreement or securing favorable treatment with respect to the award, amendment, or extension of the Agreement, or making of any determinations with respect to Contractor's performance pursuant to the Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could in the event of default by Contractor. Contractor shall immediately report any attempt by a County officer, employee, or agent, to solicit such improper gratuity or consideration. The report shall be made either to the County manager charged with the supervision of the employee or agent, or to the County Auditor - Controller's Employee Fraud Hotline at (800) 544- 6861. (Among other items, such improper gratuities and considerations may take the form of cash, discounts, services, the provision of travel or entertainment, or other tangible gifts). D. Termination For Convenience: The performance of services under this Agreement may be terminated, with or without cause, in whole or in part, from time to time when such action is deemed by County to be in its best interest. Termination of services hereunder shall be effected by delivery to Contractor of a ten (10) calendar day advance Notice of Termination specifying the extent to which performance of services under this Agreement is terminated and the date upon which such termination becomes effective. - AP -12 - After receipt of a Notice of Termination and except as otherwise directed by County, Contractor shall: (1) Stop services under this Agreement on the date and to the extent specified in such Notice of Termination; and (2) Complete performance of such part of the services as shall not have been terminated by such Notice of Termination. Further, after receipt of a Notice of Termination, Contractor shall submit to County, in the form and with the certifications as may be prescribed by County, its termination claim and invoice. Such claim and invoice shall be submitted promptly, but not later than sixty (60) calendar days from the effective date of termination. Upon failure of Contractor to submit its termination claim and invoice within the time allowed, County may determine on the basis of information available to County, the amount, if any, due to Contractor in respect to the termination, and such determination shall be final. After such determination is made, County shall pay Contractor the amount so determined. Contractor for a period of five (5) years after final settlement under this Agreement, in accordance with Paragraph 10, Records and Audits, herein, retain and make available all its books, documents, records, or other evidence, bearing on the costs and expenses of Contractor under this Agreement in respect to the termination of services hereunder. 12. GOVERNING LAW JURISDICTION, AND VENUE: This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. MWTIVS�= Contractor agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that the venue of any action (other than an appeal or an enforcement of a judgment) brought by Contractor, on Contractor's behalf, or on the behalf of any subcontractor, which arises from this Agreement or is concerning or connected with services performed pursuant to this Agreement, shall be exclusively in the courts of the State of California located in Los Angeles County, California. - AP -14 - • • • • • • • • • • • O ri O O I rn ul R .4. 0 /5 T- 0 0 mo 0 r) f-) 0 al (L N rj 'Et (-) c) m m > O O W'E If (n a) -1 D C) m -- C) C) 10 5 U) m 0 n co 2(D CL 0U 0- C) C) Q_ 0 Q_ C) C: .2) .2 0 0 0 0 0 =3 0 0 C) :3 0 D C) :3 0 :3 0 O L) � 0c �- 0 � 0 -r-- 0 � 0T— A CJ ri (60 a) o wo a) o (1) C) a) C) a) o X (N X " X C\1 X CN X N X N X 04 > 4- C:) 0 (Y) 4- 0 0 (Y) 4- C:) 0 M 4- C:) 0 CY) 4- C) 0 Cr) 4- C:) 0 CY) 4- 0 0 CO a) 0 (1) a) m CL fif Q to CL M O_ m o- m a m o- A n < r) < n < r) < Q<©< < �4 ,w 0 0 C 44- 0 (1) > a) m 'o U) 0 E O 0 — o a) 0 0 4- f..O 0 a) (n 0 a) E Cc CL a) c a) > cn (n 0 (n " 0 O'O.0 tu — 0 �F a) E 0) CD- 0 - Cn C: , = 0 C ca -60 n m .(D Y F G E a) EL a) O O C) E c: u) 0 cu E L-0 0)4- U) 0 0 < (150— L) c. -C CL m -r- 70 (1) 0 4"- L- U) C: M cn (U (D m a) CU U) m cu , CU 7t-- M 0 > m a) CU C) (n C: 16 (n C `pro a) L- a) 0 -a (D =5 C- 0 a) a) 72 :5 r.0 m " a) 0 L- >� o .5 0 .5 cn o E CL 0 > 0 0 E U 0 U E m z cj- -�5 0 0 04--- 0 CD Q Q o _0 O ) L) U) 0 -0 a) cu T- a 00 CU 0 0 a) t! Fn -0 0 .5 a 0 0 0-0L- n =) in CL I rn ul LOS ANGELES COUNTY - DEPARTMENT OF PUBLIC HEALTH EMERGENCY PREPAREDNESS AND RESPONSE PROGRAM FEE FOR SERVICE /DELIVERABLE CONTRACTOR/VENDOR NAME: City of Baldwin Park CONTRACT /PURCHASE ORDER NUMBER: SCHEDULE /PROJECT NUMBER: BUDGET PERIOD: Date of Execution - April 30, 2010 FUNDING SOURCE: CDC PHER Focus Area 3 09/10 FEE FOR SERVICE /DELIVERABLE SCHEDULE A I j AMOUNT SERVICE /DELIVERABLE REQUESTED H1 N1 Vaccine POD Host ($6,000 per POD) x 2 PODs 12,000 OTAL AMOUNT REQUESTED 12,000 FEE FOR SERVICE /DELIVERABLE BUDGET FORM Rev. 11/07 TO: Honorable Mayor and City Council Members FROM: Vijay Singhal, Chief Executive Office Lorena Quijano, Director of Finance DATE: November 4, 2009 SUBJECT: Proposition 1A Receivable Financing Program CITY COUNCIL AGENDA NOV - 4 2009 ITEM NO. 6 STAFF REPORT The purpose of this report is to request City Council approval of the following Resolution: A Resolution Approving the Form of and Authorizing the Execution and Delivery of A Purchase and Sale Agreement and Related Documents with Respect to the Sale of the Seller's Proposition 1 a Receivable from the State; and Directing and Authorizing Certain Other Actions in Connection Therewith. As explained in detail below, the State has enacted legislation in which they will be borrowing $1.9 billion in property tax monies from cities, rniinfip-, and -,nprinl districts; the amount would not be paid until June 2013 and the State would pay 2% interest rate on the amount borrowed. The amount borrowed accounts for 8% of property tax revenues received by agencies; for the City of Baldwin Park, the loss of revenues would be about $985,000 for fiscal year 2009-2010. In order to combat the loss of these revenues, legislation has been passed that would allow agencies to sell their receivables through the Proposition 1A Securitization Program. Since this program would not cost the City anything and it will enable the City to still receive the cash proceeds in two equal installments, on January 15, 2010 and May 3, 2010 (to coincide with the dates that the State will be shifting property tax from local agencies), the City would benefit from participating in the program. Proposition 1A Suspension: Proposition 1A was passed by California voters in 2004 to ensure local property tax and sales tax revenues remain with local government thereby safeguarding funding for public safety, health, libraries, parks, and other local services. Provisions can only be suspended if the Governor declares a fiscal necessity and two- thirds of the Legislature concurs. The emergency suspension of Proposition 1A was passed by the Legislature and signed by the Governor as ABX4 14 and ABX4 15 as part of the 2009-10 budget package on July 28, 2009. Under the provision, the State will borrow 8% of the amount Proposition 1A Receivable Financing Program Page 2 of property tax revenue apportioned to cities, counties and special districts. The state will be required to repay those obligations plus interest by June 30, 2013. The legislature recently passed a clean -up bill, SB67 which would provide for a few critical changes to the enacted legislation, including but not limited to providing for: financing to occur in November; county auditor certification of amount of Prop 1A receivable; tax - exempt structure; California Communities as the only issuer; more flexibility on bond structure (interest payments, state payment date and redemption features); sales among local agencies; and revision to the hardship mechanism. Proposition 1A Securitization Program: Authorized under ABX4 14 and ABX4 15, the Proposition 1A Securitization Program was instituted by California Communities to enable Local Agencies to sell their respective Proposition 1A Receivables to California Communities. The clean -up bill SB67, clarified specific aspects of ABX4 14 and ABX4 15. Under the Securitization Program, California Communities will simultaneously purchase the Proposition 1A Receivables, issue bonds ( "Prop 1A Bonds ") and provide each local agency with the cash proceeds in two equal installments, on January 15, 2010 and May 3, 2010 (to coincide with the dates that the State will be shifting property tax from local agencies). The purchase price paid to the local agencies will equal 100% of the amount of the property tax reduction. All transaction costs of issuance and interest will be paid by the State of California. Participating iocai agencies will have no obligation on the bonds and no credit exposure to the State. If the City sells its Proposition 1A Receivable under the Proposition 1A Securitization Program, California Communities will pledge the City's Proposition 1A Receivable to secure the repayment of a corresponding amount of the Prop 1A Bonds. The City's sale of its Proposition 1A Receivable will be irrevocable. Bondholders will have no recourse to the City if the State does not make the Proposition 1A Repayment. Proposition 1A Program Sponsor: California Statewide Communities Development Authority ( "California Communities ") is a joint powers authority sponsored by the California State Association of Counties and the League of California Cities. The member agencies of California Communities include approximately 230 cities and 54 counties throughout California. Benefits of Participation in the Proposition 1A Securitization Program: The benefits to the City of participation in the Proposition 1A Securitization Program include: • Immediate cash relief — the sale of the City's Proposition 1A Receivable will provide the City with 100% of its Proposition 1A Receivable in two equal installments, on January 15, 2010 and May 3, 2010. • Mitigates impact of 8% property tax withholding in January and May — Per ABX4 14 and ABX4 15 and the clean -up legislation SB 67, the State will withhold 8% of property tax receivables due to Cities, Counties, and Special Districts under Proposition 1A. The financing outlines bond proceeds to be distributed to coincide with the dates that the State will be shifting property tax from local agencies. Proposition 1A Receivable Financing Program Page 3 • All costs of financing borne by the State of California. The City will not have to pay any interest cost or costs of issuance in connection with it participation. • No obligation on Bonds. The City has no obligation with respect to the payment of the bonds, nor any reporting, disclosure or other compliance obligations associated with the bonds. Proceeds of the Sale of the City's Proposition 1A Receivable: Upon delivery of the Proposition 1A Bonds, California Communities will make available to the City its fixed purchase price, which will equal 100% of the local agency's Proposition 1A Receivable. These funds may be used for any lawful purpose of the City and are not restricted by the program. Proposed Proposition 1A Receivables Sale Resolution: The proposed Proposition 1A Receivables Sale Resolution: (1) Authorizes the sale of the City's Proposition 1A Receivable to California Communities for 100% of its receivable, (2) Approves the form, and directs the execution and delivery, of the Purchase and Sale Agreement with California Communities and related documents; (3) Authorizes and directs any Authorized Officer to send, or to cause to be sent, an irrevocable written instruction required by statute to the State Controller notifying the State of the sale of the Proposition 1A Receivable and instructing the disbursement of the Proposition 1A Receivable to the Proposition 1A Bond Trustee; !d) Appoints certain City nffinerc and nffirrialc ac Ai iithnri7erl ()ffirPrc, fnr ni irnncac of signing documents; and (5) Authorizes miscellaneous related actions and makes certain ratifications, findings and determinations required by law. Proposed Purchase and Sale Agreement The proposed Purchase and Sale Agreement: (1) Provides for the sale of the Proposition 1A Receivable to California Communities; (2) Contains representations and warranties of the City to assure California Communities that the Proposition 1A Receivable has not been previously sold, is not encumbered, that no litigation or other actions is pending or threatened to disrupt the transaction and the this is an arm's length "true sale" of the Proposition 1A Receivable. (3) Provides mechanics for payment of the Purchase Price (4) Contains other miscellaneous provisions. Proposition 1A Receivable Financing Program Page 4 Proposed Purchase and Sale Agreement Exhibits: The proposed Proposition 1A Purchase and Sale Agreement Exhibits: (131) Opinion of Counsel: This is an opinion of the counsel to the local agency (which may be an in -house counsel or an outside counsel) covering basic approval of the documents, litigation, and enforceability of the document against the Seller. It will be dated as of the Pricing date of the bonds (currently expected to be November 10, 2009). (132) Bringdown Opinion: This simply "brings down" the opinions to the closing date (currently expected to be November 19, 2009). (Cl) Certificate of the Clerk of the Local Agency: A certificate of the Clerk confirming that the resolution was duly adopted and is in full force and effect. (C2) Seller Certificate: A certification of the Seller dated as of the Pricing Date confirming that the Cepresentations and warranties of the Seller are true as of the Pricing Date, confirming authority to sign, confirming due approval of the resolution and providing payment instructions. (C3) Bill of Sale and Bringdown Certificate: Certificate that brings the certifications of C2 down to the Closing Date and confirms the sale of the Proposition 1A Receivable as of the Closing Date. (D) Irrevocable Instructions to the Controller: Required in order to let the State Controller know that the Proposition 1A Receivable has been sold and directing the State to make payment of the receivable to the Trustee on behalf of the Purchaser. (E) Per-rnry InstrUction Letter InStnir -tC Transaction (counsel (Orrick) to held all documents in escrow until closing, and if closing does not occur by December 31, 2009 for any reason, to destroy all documents. By participating in the Proposition 1A Securitization Program, the City would be able to receive the amount borrowed by the State, estimated at $985,000 in FY 2009 -2010, instead of waiting until June 30, 2013. • • It is recommended that the City Council adopt the proposed Proposition 1A Sale Resolution and Purchase and Sale Agreement in order to participate in the Proposition 1A Securitization Program; this Resolution requires a simple majority vote. RESOLUTION NO. OF THE A RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AND SALE AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE SALE OF THE SELLER'S PROPOSITION IA RECEIVABLE FROM THE STATE; AND DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, pursuant to Section 25.5 of Article XIII of the California Constitution and Chapter 14XXXX of the California Statutes of 2009 (Assembly Bill No. 15), as amended (the "Act "), certain local agencies within the State of California (the "State ") are entitled to receive certain payments to be made by the State on or before June 30, 2013, as reimbursement for reductions in the percentage of the total amount of ad valorem property tax revenues allocated to such local agencies during the State's 2009 -10 fiscal year (the "Reimbursement Payments "), which reductions have been authorized pursuant to Sections 100.05 and 100.06 of the California Revenue and Taxation Code; V V liEREAS, the City f B•••aldwin Park, a iocai agency fvVltl:iln tiie iiieaiiing of Section 11 6585(f) of the California Government Code (the "Seller "), is entitled to and has determined to sell all right, title and interest of the Seller in and to its "Proposition I receivable ", as defined in Section 6585(g) of the California Government Code (the "Proposition 1A Receivable "), namely, the right to payment of moneys due or to become due to the Seller pursuant to Section 25.5(a)(1)(B)(iii) of Article XIII of the California Constitution and Section 100.06 of the California Revenue and Taxation Code, in order to obtain money to fund public capital improvements or working capital; WHEREAS, the Seller is authorized to sell or otherwise dispose of its property as the interests of its residents require; WHEREAS, the California Statewide Communities Development Authority, a joint exercise of powers authority organized and existing under the laws of the State (the "Purchaser "), has been authorized pursuant to Section 6588(x) of the California Government Code to purchase the Proposition I Receivable; WHEREAS, the Purchaser desires to purchase the Proposition IA Receivable and the Seller desires to sell the Proposition IA Receivable pursuant to a purchase and sale agreement by and between the Seller and the Purchaser in the form presented to this City Council (the "Sale Agreement ") for the purposes set forth herein; WHEREAS, in order to finance the purchase price of the Proposition I A Receivable from the Seller and the purchase price of other Proposition IA Receivables from other local agencies, the Purchaser will issue its bonds (the "Bonds ") pursuant to Section 6590 of the California Government Code and an Indenture (the "Indenture "), by and between the Purchaser and Wells Fargo Bank, National Association, as trustee (the "Trustee "), which Bonds will be payable solely from the proceeds of the Seller's Proposition IA Receivable and other Proposition IA Receivables sold to the Purchaser by local agencies in connection with the issuance of the Bonds; WHEREAS, the Seller acknowledges that (i) any transfer of its Proposition 1A Receivable to the Purchaser pursuant to the Sale Agreement shall be treated as an absolute sale and transfer of the property so transferred and not as a pledge or grant of a security interest by City oaf Baldwin Park to secure a borrowing, (ii) any such sale of its Proposition IA Receivable to the Purchaser shall automatically be perfected without the need for physical delivery, recordation, filing or further act, (iii) the provisions of Division 9 (commencing with Section 9101) of the California Commercial Code and Sections 954.5 to 955.1 of the California Civil Code, inclusive, shall not apply to the sale of its Proposition IA Receivable, and (iv) after such transfer, the Seller shall have no right, title, or interest in or to the Proposition IA Receivable sold to the Purchaser and the Proposition I Receivable will thereafter be owned, received, held and disbursed only by the Purchaser or a trustee or agent appointed by the Purchaser; WHEREAS, the Seller acknowledges that the Purchaser will grant a security interest in the Proposition IA Receivable to the Trustee and any credit enhancer to secure payment of the Bonds; WHEREAS, a portion of the proceeds of the Bonds will be used by the Purchaser to, among other things, pay the purchase price of the Proposition IA Receivable; WHEREAS, the Seller will use the proceeds received from the sale of the Proposition 1A Receivable for any lawful purpose as permitted under the applicable laws of the State; NOW THEREFORE, the City Council, of the City of Baldwin Park hereby resolves as follows: Section 1. All of the recitals set forth above are true and correct, and this City Council hereby so finds and determines. Section 2. The Seller hereby authorizes the sale of the Proposition IA Receivable to the Purchaser for a price equal to the amount certified as the Initial Amount (as defined in the Sale Agreement) by the County auditor pursuant to the Act. The form of Sale Agreement presented to the City Council is hereby approved. An Authorized Officer (as set forth in Appendix A of this Resolution, attached hereto and by this reference incorporated herein) is hereby authorized and directed to execute and deliver the Sale Agreement on behalf of the Seller, which shall be in the form presented at this meeting. Section 3. Any Authorized Officer is hereby authorized and directed to send, or to cause to be sent, an irrevocable written instruction to the State Controller (the "Irrevocable Written Instruction ") notifying the State of the sale of the Proposition IA Receivable and instructing the disbursement pursuant to Section 6588.6(c) of California Government Code of the Proposition I A Receivable to the Trustee, on behalf of the Purchaser, which Irrevocable Written Instruction shall be in the form presented at this meeting. Section 4. The Authorized Officers and such other Seller officers, as appropriate, are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, including but not limited to, if required, appropriate escrow instructions relating to the delivery into escrow of executed documents prior to the closing of the Bonds, and such other documents mentioned in the Sale Agreement or the Indenture, which any of them may deem necessary or desirable in order to implement the Sale Agreement and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution; and all such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 5. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the sale of the Proposition IA Receivable or the issuance of the Bonds, including without limitation any of the foregoing that may be necessary or desirable in connection with any default under or amendment of such documents, may be given or taken by an Authorized Officer without further authorization by this City Council, and each Authorized Officer is hereby authorized and directed to give any such consent, approval, notice, order or request, to execute any necessary or appropriate documents or amendments, and to take any such action that such Authorized Officer may deem necessary or desirable to further the purposes of this Resolution. Section 6. The City; Council acknowledges that, upon execution and delivery of the Sale Agreement, the Seller is contractually obligated to sell the Proposition IA Receivable to the Purchaser pursuant to the Sale Agreement and the Seiler shall not have any option to revoke its approval of the Sale Agreement or to determine not to perform its obligations thereunder. 3 Section 7. This Resolution shall take effect from and after its adoption and approval. PASSED AND ADOPTED by the City Council of the City of Baldwin Park, State of California, this day of , 2009, by the following vote: AYES: NOES: ABSENT: Attest: City Clerk Approved as to form: SELLER'S COUNSEL Dated: M Mayor APPENDIX A ®, s , s Authorized Officers: Vijay $inghal, Chief Executive Officer Loreria Quija, any designee of any of them, as appointed in a written certificate of such Authorized Officer delivered to the Trustee. CI'T'Y 6F B LD Pte, CALIFORNIA, as Seller and CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, as Purchaser PURCHASE AND SALE AGREEMENT Dated as of November 1, 2009 TABLE OF CONTENTS Page 1. DEFINITIONS 8NI} INTERPRETATION -----------------------.2 2. AGREEMENT TO SELL AND PURCHASE; CONDITIONS PRECEDENT -----.Z 3. PURCHASE PRICE, CONVEYANCE DP PROPOSITION I&RECEIVABLE AND PAYMENT DF PURCHASE PRICE ...................................................................... 3 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER .......................... 4 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER ................................... 1 6. COVENANTS OF THE SELLER ..................................................................................... / 7. THE PURCHASER'S ACKNOWLEDGMENT ---------------------9 D. NOTICES 0F BREACH ................................................................................................... 9 9. LIABILITY OFSBI.l.BIl�I�JZ}E�1�D�lC�ll(lY�--------------------9 lO. LIMITATION (}N LIABILITY .......................... ...... .................................................... l0 ll. THE SELLER'S ACKNOWLEDGMENT -----------------------.lO 12. NOTICES ......................................................................................................................... \0 13. AMENDMENTS ------------------------------------.\0 14. SUCCESSORS AND ASSIGNS ..................................................................................... ]O 15. THIRD PARTY RIGHTS ................................................................................................ ll ld. P/\llT1�l~ -------------------------------'ll 17. C -------------------------------_---.11 18. ENTIRE AGREEMENT -----'---'------------------------ll 19. GOVERNING LAW ........................................................................................................ l2 EXHIBIT A_ DEFINITIONS ---------------------------------A-1 EXHIBIT B|— OPINION (}F SELLER'S COUNSEL ........................................................... B|-] E}{fllB[[ B2-8KlN(3I)OVVN OPINION OF SELLER'S COUNSEL ................................. BZ-| EXHIBIT Cl—CLERK'S CERTIFICATE ................. ................ --------................. Cl-| EXHIBIT C2—SELLER CERTIFICATE --------------------------.C2-\ EXHIBIT C3— BILL OF SALE AND BRINGDOWN CERTIFICATE ................................ C3-1 EXHIBIT [)— IRREVOCABLE INSTRUCTIONS TO CONTROLLER ----------..l}-1 m PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT, dated as of November 1, 2009 (this "Agreement "), is entered into by and between: (1) CITY , -O BALD I Pte, a local agency of the State of California within the meaning of Section 6585(0 of the California Government Code (the "Seller "); and (2) CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Purchaser "). RECITALS A. Pursuant to Section 25.5 of Article XIII of the California Constitution and Section 100.06 of the California Revenue and Taxation Code, local agencies within the meaning of Section 65850 of the California Government Code are entitled to receive certain payments to be made by the State of California (the "State ") on or before June 30, 2013, as reimbursement for reductions in the percentage of the total amount of ad valorem property tax revenues allocated to such local agencies during the State's 2009 -10 fiscal year, which reductions have been authorized pursuant to Sections 100.05 and 100.06 of the California Revenue and Taxation Code. B. The Seller is the owner of the Proposition IA Receivable (as defined below) and is entitled to and has determined to sell all right, title and interest in and to the Proposition IA receivable, namely, the right to payment of moneys due or to become due to the Seller pursuant to Section 25.5(a)(1)(B)(iii) of Article XIII of the California Constitution and Section 100.06 of the California Revenue and Taxation Code, in order to obtain money to fund any lawful purpose as permitted under the applicable laws of the State. C. The Seller is authorized to sell or otherwise dispose of its property as the interests of its residents require. D. The Purchaser, a joint exercise of powers authority organized and existing under the laws of the State, has been authorized pursuant to Section 6588(x) of the California Government Code to purchase the Proposition I Receivable. E. The Seller is willing to sell, and the Purchaser is willing to purchase, the Proposition 1A Receivable upon the terms specified in this Agreement. F. Pursuant to its Proposition IA Receivable Financing Program (the "Program "), the Purchaser will issue its bonds (the "Bonds ") pursuant to an Indenture (the "Indenture "), between the Purchaser and Wells Fargo Bank, National Association, as trustee (the "Trustee "), and will use a portion of the proceeds thereof to purchase the Proposition IA Receivable from the Seller. G. The Purchaser will grant a security interest in such Proposition IA Receivable to the Trustee and each Credit Enhancer to secure the Bonds. NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Definitions and Interpretation. (a) For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Exhibit A attached hereto and which is incorporated by reference herein. (b) The words "hereof," "herein," "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; section and exhibits references contained in this Agreement are references to sections and exhibits in or to this Agreement unless otherwise specified; and the term "including" shall mean "including without limitation." (c) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time may be amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments and exhibits thereto and instruments incorporated therein; and any references to a Person are also to its permitted successors and assigns. 2. Agreement to Sell and Purchase; Conditions Precedent. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, on the Closing Date, for an amount equal to the Purchase Price, all right, title and interest of the Seller in and to the "Proposition !A_ receivable" as defined in Section 6585(g) of the California Government Code (the "Proposition 1A Receivable "), namely, the right to payment of moneys due or to become due to the Seller pursuant to Section 25.5(a)(l)(B)Gii) of Article XIII of the California Constitution and Section 100.06 of the California Revenue and Taxation Code. The Purchase Price shall be paid by the Purchaser to the Seller in two equal cash installment payments, without interest (each, an "Installment Payment" and, collectively, the "Installment Payments "), on January 15, 2010, and May 3, 2010 (each a "Payment Date" and, collectively, the "Payment Dates "). The Purchaser shall pay the Purchase Price by wire transfer pursuant to wire instructions provided by the Seller to the Trustee by e -mail to john.deleray @wellsfargo.com or by facsimile to 213-614-33155, Attention: John Deieray. if wire instructions are not provided to the Trustee (or if such wire instructions are invalid) payment will be made by check mailed to the Seller's Principal Place of Business. (b) The performance by the Purchaser of its obligations hereunder shall be conditioned upon: (i) Transaction Counsel receiving on or before the date the Bonds are sold (the "Pricing Date "), to be held in escrow until the Closing Date and then delivered to the Purchaser on the Closing Date, the following documents duly executed by the Seller or its counsel, as applicable: (1) an opinion of counsel to the Seller dated the Pricing Date in substantially the form attached hereto as Exhibit B 1, (2) certificates dated the Pricing Date in substantially the forms attached hereto as Exhibit C1 and Exhibit C2, (3) irrevocable instructions to the Controller dated as of the Closing Date in substantially the form attached hereto as Exhibit D, (4) this Agreement, (5) a certified copy of the resolution of the Seller's Q 'Y, -otift6ii approving this Agreement, the transactions contemplated hereby and the documents attached hereto as exhibits, and (6) an escrow instruction letter in substantially the form attached hereto as Exhibit E; (ii) Transaction Counsel receiving on or before the Pricing Date, (1) a bringdown opinion of counsel to the Seller dated as of the Closing Date in substantially the form attached hereto as Exhibit B2, and (2) a bill of sale and bringdown certificate of the Seller (the "Bill of Sale ") in substantially the form attached hereto as Exhibit C3: provided that the Purchaser may waive, in its sole discretion, the requirements of Section 2(b)(ii)(1); (iii) the Purchaser issuing Bonds in an amount which will be sufficient to pay the Purchase Price; and (iv) the receipt by the Purchaser of a certification of the County Auditor confirming the Initial Amount of the Proposition IA Receivable pursuant to the Act. (c) The performance by the Seller of its obligations hereunder shall be conditioned solely upon the Purchaser's issuance of the Bonds its execution and delivery of this Agreement, pursuant to which it is legally obligated to pay the Installment Payments to the Seller on the Payment Dates as set forth in this Agreement, and no other act or omission on the part of the Purchaser or any other party' shall excuse the Seller from performing sts obiig -+: hereunder. Seller specifically disclaims any right to rescind this Agreement, or to assert that title to the Proposition IA Receivable has not passed to the Purchaser, should Purchaser fail to make Installment Payments in the requisite amounts on the Payment Dates. Purchase Price Conveyance of Proposition IA Receivable and Payment of Purchase Price. (a) Upon pricing of the Bonds by the Purchaser, the Purchaser will inform the Seiler that it will pay the Purchase Price in Installment Pay�m�ents on the Payment Dates. (b) In consideration of the Purchaser's agreement to pay and deliver to the Seller the Installment Payments on the Payment Dates, the Seller agrees to (i) transfer, grant, bargain, sell, assign, convey, set over and deliver to the Purchaser, absolutely and not as collateral security, without recourse except as expressly provided herein, and the Purchaser agrees to purchase, accept and receive, the Proposition IA Receivable, and (ii) assign to the Purchaser, to the extent permitted by law, all present or future rights, if any, of the Seller to enforce or cause the enforcement of payment of the Proposition IA Receivable pursuant to the Act and other applicable law. Such transfer, grant, bargain, sale, assignment, conveyance, set over and delivery is hereby expressly stated to be a sale and, pursuant to Section 6588.6(b) of the California Government Code, shall be treated as an absolute sale and transfer of the Proposition I Receivable, and not as a grant of a security interest by the Seller to secure a borrowing. This is the statement referred to in Sections 6588.6(b) and (c) of the California Government Code. 4. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller, as of the date hereof, as follows: (a) The Purchaser is duly organized, validly existing and in good standing under the laws of the State of California. (b) The Purchaser has full power and authority to enter into this Agreement and to perform its obligations hereunder and has duly authorized such purchase and assignment of the Proposition IA Receivable by the Purchaser by all necessary action. (c) Neither the execution and delivery by the Purchaser of this Agreement, nor the performance by the Purchaser of its obligations hereunder, shall conflict with or result in a breach or default under any of its organizational documents, any law, rule, regulation, judgment, order or decree to which it is subject or any agreement or instrument to which it is a party. (d) To the best of the knowledge of the Purchaser, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Purchaser affecting the existence of the Purchaser or the titles of its commissioners or officers, or seeking to restrain or to enjoin the purchase of the Proposition IA Receivable or to direct the application of the proceeds of the purchase thereof, or in any way contesting or affecting the validity or enforceability of any of the Transaction Documents or any other applicable agreements or any action of the Purchaser contemplated by any of said documents, or in any way contesting the powers of the Purchaser or its authority with respect to the Transaction Documents to which it is a party or any other applicable agreement, or any action on the part of the Purchaser contemplated by the Transaction Documents, or in any way seeking to enjoin or restrain the Purchaser from purchasing the Proposition IA Receivable or which if determined adversely to the Purchaser would have an adverse effect upon the Purchaser's ability to purchase the Proposition IA Receivable, nor to the knowledge of the Purchaser is there any basis therefor. (e) This Agreement, and its execution, delivery and performance hereof have been duly authorized by it, and this Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation enforceable against it in accordance with the terms hereof, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity. (f) The Purchaser is a separate legal entity, acting solely through its authorized representatives, from the Seller, maintaining separate records, books of account, assets, bank accounts and funds, which are not and have not been commingled with those of the Seller. 4 (g) All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would adversely affect, the purchase by the Purchaser of the Proposition IA Receivable or the perfonnance by the Purchaser of its obligations under the Transaction Documents to which it is a party and any other applicable agreements, have been obtained and are in full force and effect. (h) Insofar as it would materially adversely affect the Purchaser's ability to enter into, carry out and perform its obligations under any or all of the Transaction Documents to which it is a party, or consummate the transactions contemplated by the same, the Purchaser is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which it is a party or to which it or any of its property or assets is otherwise subject, and, to the best of the knowledge of the Purchaser, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, and the execution and delivery by the Purchaser of the Transaction Documents to which it is a party, and compliance by the Purchaser with the provisions thereof, under the circumstances contemplated thereby, do not and will not conflict with or constitute on the part of the Purchaser, a breach of or default under any agreement or other instrument to which the Purchaser is a party or by wh1eh it is hrntnd ter any existing law, regulation; court order or consent decree to which the Purchaser is subject. 5. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser, as of the date hereof, as follows: (a) The Seller is a local agency within the meaning of Section 65 85(f) of the California Government Code, with full power and authority to execute and deliver this Agreement and to carry out its terms. (b) The Seller has full power, authority and legal right to sell and assign the Proposition IA Receivable to the Purchaser and has duly authorized such sale and assignment to the Purchaser by all necessary action; and the execution, delivery and performance by the Seller of this Agreement has been duly authorized by the Seller by all necessary action. (c) This Agreement has been, and as of the Closing Date the Bill of Sale will have been, duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery of this Agreement by the Purchaser, each of this Agreement and the Bill of Sale constitutes a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity. (d) All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would adversely affect, the sale by the Seller of the Proposition IA Receivable or the performance by the Seller of its 5 obligations under the Resolution and the Transaction Documents to which it is a party and any other applicable agreements, have been obtained and are in full force and effect. (e) Insofar as it would materially adversely affect the Seller's ability to enter into, carry out and perform its obligations under any or all of the Transaction Documents to which it is a party, or consummate the transactions contemplated by the same, the Seller is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which it is a party or to which it or any of its property or assets is otherwise subject, and, to the best of the knowledge of the Seller, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, and the adoption of the Resolution and the execution and delivery by the Seller of the Transaction Documents to which it is a party, and compliance by the Seller with the provisions thereof, under the circumstances contemplated thereby, do not and will not conflict with or constitute on the part of the Seller a breach of or default under any agreement or other instrument to which the Seller is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Seller is subject. (f) To the best of the knowledge of the Seller, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Seller affecting the existence of the Seller or the titles of its Cto cil members or officers to their respective offices, or seeking to restrain or to enjoin the sale of the Proposition I Receivable or to direct the application of the proceeds of the sale thereof, or in any way contesting or affecting the validity or enforceability of any of the Transaction Documents or any other applicable agreements or any action of the Seller contemplated by any of said documents, or in any way contesting the powers of the Seller or its authority with respect to the Resolution or the Transaction Documents to which it is a party or any other applicable agreement, or any action on the part of the Seller contemplated by the Transaction Documents, or in any way seeking to enjoin or restrain the Seller from selling the Proposition i A Receivable nr which if det e- mined »dam. _rsely to the Seller would uld ha P an adverse effect upon the Seller's ability to sell the Proposition 1A Receivable, nor to the knowledge of the Seller is there any basis therefor. (g) Prior to the sale of the Proposition IA Receivable to the Purchaser, the Seller was the sole owner of the Proposition IA Receivable, and has such right, title and interest to the Proposition 1A Receivable as provided in the Act. From and after the conveyance of the Proposition IA Receivable by the Seller to Purchaser on the Closing Date, the Seller shall have no right, title or interest in or to the Proposition IA Receivable. Except as provided in this Agreement, the Seller has not sold, transferred, assigned, set over or otherwise conveyed any right, title or interest of any kind whatsoever in all or any portion of the Proposition IA Receivable, nor has the Seller created, or to the best knowledge of the Seller permitted the creation of, any lien, pledge, security interest or any other encumbrance (a "Lien ") thereon. Prior to the sale of the Proposition IA Receivable to the Purchaser, the Seller held title to the Proposition IA Receivable free and clear of any Liens. As of the Closing Date, this Agreement, together with the Bill of Sale, constitutes a valid and absolute sale to the Buyer of all of the Seller's right, title and interest in and to the Proposition IA Receivable. 6 (h) The Seller acts solely through its authorized officers or agents. (i) The Seller maintains records and books of account separate from those of the Purchaser. 0) The Seller maintains its respective assets separately from the assets of the Purchaser (including through the maintenance of separate bank accounts); the Seller's funds and assets, and records relating thereto, have not been and are not commingled with those of the Purchaser. k) The Seller's principal place of business and chief executive office is located at 14403,,g Pact c svenue, Bald li P lc, California 91706. (1) The aggregate amount of the Installment Payments is reasonably equivalent value for the Proposition IA Receivable. The Seller acknowledges that the amount payable to or on behalf of the Purchaser by the State with respect to the Proposition 1A Receivable will be in excess of the Purchase Price and the Initial Amount of the Proposition IA Receivable and confirms that it has no claim to any such excess amount whatsoever. (m) The Seller does not act as an agent of the Purchaser in any capacity, but instead presents itself to the public as an entity separate from the Purchaser. (n) The Seller has not guaranteed and shall not guarantee the obligations of the Purchaser, nor shall it hold itself out or permit itself to be held out as having agreed to pay or as being liable for the debts of the Purchaser; and the Seller has not received nor shall the Seller accept any credit or financing from any Person who is relying upon the availability of the assets of the Purchaser in extending such credit or financing. The Seller has not purchased and shall not purchase any of the Bonds or any interest therein. (o) All transactions between or among the Seller, on the one hand, and the Purchaser on the other hand (including, without limitation, transactions governed by contracts for Services aitu faeilitie S, SuGii aS payro11 pilleuciS iiig, ZiG iliiiii�; t�gai aria personnel services and Office space), whether existing on the date hereof or entered into after the date hereof, shall be on terms and conditions (including, without limitation, terms relating to amounts to be paid thereunder) which are believed by each such party thereto to be both fair and reasonable and comparable to those available on an arms - length basis from Persons who are not affiliates. (p) The Seller has not, under the provisions of Section 100.06(b) of the California Revenue and Taxation Code, received a reduction for hardship or otherwise, nor has it requested, made arrangements for, or completed a reallocation or exchange with any other local agency, of the total amount of the ad valorem property tax revenue reduction allocated to the Seller pursuant to Section 100.06(a) of the California Revenue and Taxation Code. 6. Covenants of the Seller. (a) The Seller shall not take any action or omit to take any action which adversely affects the interests of the Purchaser in the Proposition IA Receivable and in the proceeds thereof. The Seller shall not take any action or omit to take any action that shall adversely affect 7 the ability of the Purchaser, and any assignee of the Purchaser, to receive payments of the Proposition IA Receivable. (b) The Seller shall not take any action or omit to take any action that would impair the validity or effectiveness of the Act, nor, without the prior written consent of the Purchaser or its assignees, agree to any amendment, modification, termination, waiver or surrender of, the terms of the Act, or waive timely performance or observance under the Act. Nothing in this agreement shall impose a duty on the Seller to seek to enforce the Act or to seek enforcement thereof by others, or to prevent others from modifying, terminating, discharging or impairing the validity or effectiveness of the Act. (c) Upon request of the Purchaser or its assignee, (i) the Seller shall execute and deliver such further instruments and do such further acts (including being named as a plaintiff in an appropriate proceeding) as may be reasonably necessary or proper to carry out more effectively the purposes and intent of this Agreement and the Act, and (ii) the Seller shall take all actions necessary to preserve, maintain and protect the title of the Purchaser to the Proposition I Receivable. (d) On or before the Closing Date, the Seller shall send (or cause to be sent) an irrevocable instruction to the Controller pursuant to Section 6588.6(e) of California Government Code to cause the Controller to disburse all payments of the Proposition 1 A Receivable to the Trustee, together with notice of the sale of the Proposition IA Receivable to the Purchaser and the assignment of all or a portion of such assets by the Purchaser to the Trustee. Such notice and instructions shall be in the form of Exhibit D hereto. The Seller shall not take any action to revoke or which would have the effect of revoking, in whole or in part, such instructions to the Controller. Upon sending such irrevocable instruction, the Seller shall have relinquished and waived any control over the Proposition IA Receivable, any authority to collect the Proposition lA Receivable, and any power to revoke or amend the instructions to the Controller contemplated by this paragraph. Except as provided in Section 2(c) of this Agreement, the Seller shall not rescind, amend or modify the instruction described in the first sentence of this r The cP�rPr shall cooperate with the P „rehaser or its assignee in giving instructions to paragraph. he Qdl the Controller if the Purchaser or its assignee transfers the Proposition IA Receivable. In the event that the Seller receives any proceeds of the Proposition IA Receivable, the Seller shall hold the same in trust for the benefit of the Purchaser and the Trustee and each Credit Enhancer, as assignees of the Purchaser, and shall promptly remit the same to the Trustee. (e) The Seller hereby covenants and agrees that it will not at any time institute against the Purchaser, or join in instituting against the Purchaser, any bankruptcy, reorganization, arrangement, insolvency, liquidation, or similar proceeding under any United States or state bankruptcy or similar law. (f) The financial statements and books and records of the Seller prepared after the Closing Date shall reflect the separate existence of the Purchaser and the sale to the Purchaser of the Proposition 1A Receivable. (g) The Seller shall treat the sale of the Proposition IA Receivable as a sale for regulatory and accounting purposes. (h) From and after the date of this Agreement, the Seller shall not sell, transfer, assign, set over or otherwise convey any right, title or interest of any kind whatsoever in all or any portion of the Proposition IA Receivable, nor shall the Seller create, or to the knowledge of the Seller permit the creation of, any Lien thereon. 7. The Purchaser's Acknowledgment. The Purchaser acknowledges that the Proposition IA Receivable is not a debt or liability of the Seller, and that the Proposition 1A Receivable is payable solely by the State from the funds of the State provided therefor. Consequently, neither the taxing power of the Seller, nor the full faith and credit thereof is pledged to the payment of the Proposition 1A Receivable. No representation is made by the Seller concerning the obligation or ability of the State to make any payment of the Proposition IA Receivable pursuant to Section 100.06 of the Revenue and Taxation Code and Section 25.5 of Article XIII of the California Constitution, nor is any representation made with respect to the ability of the State to enact any change in the law applicable to the Transaction Documents (including without limitation Section 100.06 of the Revenue and Taxation Code or Section 6588.6 of the Government Code). The Purchaser acknowledges that the Seller has no obligation with respect to any offering document or disclosure related to the Bonds. 8. Notices of Breach. (a) Upon discovery by the Seller or the Purchaser that the Seller or Purchaser has breached any of its covenants or that any of the representations or warranties of the Seller or the Purchaser are materially false or misleading, in a manner that materially and adversely affects the value of the Proposition IA Receivable or the Purchase Price thereof, the discovering party shall give prompt written notice thereof to the other party and to the Trustee, as assignee of the Purchaser, who shall, pursuant to the Indenture, promptly thereafter notify each Credit Enhancer and the Rating Agencies. (b) The Seller shall not be liable to the Purchaser, the Trustee, the holders of the Bonds, or any Credit Enhancer for any loss, cost or expense resulting from the failure of the Trustee, any Credit Enhancer or the Purchaser to promptly notify the Seller upon the discovery by an authorized ollrcer of the Trustee, us ee, any Credit Enhancer or 'the Purchaser of it 10- reach of any covenantor any materially false or misleading representation or warranty contained herein. 9. Liability of Seller; Indemnification. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. The Seller shall indemnify, defend and hold harmless the Purchaser, the Trustee and each Credit Enhancer, as assignees of the Purchaser, and their respective officers, directors, employees and agents from and against any and all costs, expenses, 'Losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person by the Seller's breach of any of its covenants contained herein or any materially false or misleading representation or warranty of the Seller contained herein. Notwithstanding anything to the contrary herein, the Seller shall have no liability for the payment of the principal of or interest on the Bonds issued by the Purchaser. 7 10. Limitation on Liabili (a) The Seller and any officer or employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action regarding the Act that is unrelated to its specific obligations under this Agreement. (b) No officer or employee of the Seller shall have any liability for the representations, warranties, covenants, agreements or other obligations of the Seiler hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Seller. 11. The Seller's Acknowledgment. The Seller hereby agrees and acknowledges that the Purchaser intends to assign and grant a security interest in all or a portion of (a) its rights hereunder and (b) the Proposition IA Receivable, to the Trustee and each Credit Enhancer pursuant to the Indenture. The Seller further agrees and acknowledges that the Trustee, the holders of the Bonds, and each Credit Enhancer have relied and shall continue to rely upon each of the foregoing representations, warranties and covenants, and further agrees that such Persons are entitled so to rely thereon. Each of the above representations, warranties and covenants shall survive any assignment and grant of a security interest in all or a portion of this Agreement or the Proposition 1A Receivable to the Trustee and each Credit Enhancer and shall continue in full force and effect, notwithstanding any subsequent termination of this Agreement and the other Transaction Documents. The above representations, warranties and covenants shall inure to the benefit of the Trustee and each Credit Enhancer. 12. Notices. All demands upon or, notices and communications to, the Seller, the Purchaser, the Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, to such party at the appropriate notice address, and shah be deemed to have been duly given upon receipt. 1 -. Amendments. This jAg eement may be amen ed by the Serer and the Purchaser, with (a) the consent of the Trustee, (b) the consent of each Credit Enhancer, and (c) a Rating Agency Confirmation, but without the consent of any of the holders of the Bonds, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement. Promptly after the execution of any such amendment, the Purchaser shall furnish written notification of the substance of such amendment to the Trustee and to the Rating Agencies. 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Seller, the Purchaser and their respective successors and permitted assigns. The Seller may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Purchaser. Except as specified herein, the Purchaser may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Seller. 10 15. Third PartRights. The Trustee and each Credit Enhancer are express and intended third party beneficiaries under this Agreement. Nothing expressed in or to be implied from this Agreement is intended to give, or shall be construed to give, any Person, other than the parties hereto, the Trustee, and each Credit Enhancer, and their permitted successors and assigns hereunder, any benefit or legal or equitable right, remedy or claim under or by virtue of this Agreement or under or by virtue of any provision herein. 16. Partial Invalidity. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. 17. Counterparts. This Agreement may be executed in any number of identical counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes. 18. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter hereof. 11 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement to be duly executed as of the date first written above. CITY OF,BALDWIN PART , as Seller Authorized Officer CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, as Purchaser Authorized Signatory 12 EXHIBIT A DEFINITIONS For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings set forth below. "Act" means Chapter 14XXXX of the California Statutes of 2009 (Assembly Bill No. 15), as amended. "Bill of Sale" has the meaning given to that term in Section 2(b)(ii) hereof. "Closing Date" means the date on which the Bonds are issued. The Closing Date is expected to be November 19, 2009, but the Purchaser may change the Closing Date by providing e -mail notification to i tif'apo bad w1n ark co not later than one day prior to the Closing Date. "Controller" means the Controller of the State. "County Auditor" means the auditor or auditor - controller of the county within which the Seller is located. "Credit Enhancer" means any municipal bond insurance company, bank or other financial institution or organization which is performing in all material respects its obligations under any Credit Support Instrument for some or all of the Bonds. "Credit Support Instrument" means a policy of insurance, a letter of credit, a stand -by purchase agreement, a revolving credit agreement or other credit arrangement pursuant to which a Credit Enhancer provides credit or liquidity support with respect to the payment of interest, principal or purchase price of the Bonds. "Initial Amount" means, with respect to the Proposition IA Receivable, the amount of property tax revenue reallocated away from the Seller pursuant to the provisions of Section 100.06 of the Revenue and Taxation Code, as certified by the County Auditor pursuant to the Act. "Installment Payments" have the meaning set forth in Section 2(a). "Payment Dates" have the meaning set forth in Section 2(a). "Pricing Date" means the date on which the Bonds are sold. The Pricing Date is expected to be November 10, 2009, but the Purchaser may change the Pricing Date by providing e -mail notification to l u jaz c i l wtr park.cori� not later than one day prior to the Pricing Date. "Principal Place of Business" means, with respect to the Seller, the location of the Seller's principal place of business and chief executive office located at 14403: East, Pacific Avenue, $aldWIM Park, California 901766. A -1 "Proposition IA Receivable" has the meaning set forth in Section 2(a). "Purchase Price" means an amount equal to the Initial Amount. "Rating Agency" means any nationally recognized rating agency then providing or maintaining a rating on the Bonds at the request of the Purchaser. "Rating Agency Confirmation" means written confirmation from each Rating Agency that any proposed action will not, in and of itself, cause the Rating Agency to lower, suspend or withdraw the rating then assigned by such Rating Agency to any Bonds. "Resolution" means the resolution adopted by the City,C"90 i �' approving the sale of the Proposition IA Receivable. "State" means the State of California. "Transaction Counsel" means Orrick, 'Herrington & Sutcliffe LLP. "Transaction Documents" mean this Agreement, the Bill of Sale, the Indenture, the Bonds and the Irrevocable Instructions For Disbursement of Proposition IA Receivable of pity of Bawaxx Park, dated as of the Closing Date. A -2 EXHIBIT B1 OPINION OF COUNSEL to 5M 3 IT !aF s f ' . 5W"5,�.r� -.a Dated: Pricing Date California Statewide Communities Development Authority Sacramento, California Wells Fargo Bank, National Association Los Angeles, California Re: Sale of Proposition I Receivable Ladies & Gentlemen: [I have/ hiNhfe�RdopDtion acted as counsel for the �BW3' (the "Seller ") in connection wit of that certain resolution (the "Resolution ") of the Cotiirtc of the Seller (the "Governing Body ") pursuant to which the Seller authorized the sale to the California Statewide Communities Development Authority (the "Purchaser ") of the Seller's "Proposition IA Receivable ", as defined in and pursuant to the Purchase and Sale Agreement dated as of November 1, 2009 (the "Sale Agreement ") between the Seller and the Purchaser. In connection with these transactions, the Seller has issued certain Irrevocable Instructions For Disbursement of the Seller's Proposition IA Receivable to the Controller of the State of California (the "Disbursement Instructions ") and a Bill of Sale and Bringdown Certificate of the Seller (the "Bill of Sale" and, collectively with the Sale Agreement and the Disbursement Instructions, the "Seller Documents "). Unless the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Sale Agreement. [I /have examined and are familiar with the Seller Documents and with those documents relating to the existence, organization, and operation of the Seller, the adoption of the Resolution, and the execution of the Seller Documents, and have satisfied ourselves as to such other matters as [I we > deem necessary in order to render the following opinions. As to paragraphs numbered 3 and 4 below, lave relied as to factual matters on the representations and warranties of the Seller contained in the Sale Agreement. Based upon the foregoing, and subject to the limitations and qualifications set forth herein, [I(5 re of the opinion that: 1. The Seller is a local agency, within the meaning of Section 6585(f) of the California Government Code. The Governing Body is the governing body of the Seller. 2. The Resolution was duly adopted at a meeting of the Governing Body, which was called and held pursuant to law and with all public notice required by law, and at which a quorum was present and acting throughout, and the Resolution is in full force and effect and has not been modified, amended or rescinded since the date of its adoption. 3. To the best of [my our owledge, no action, suit, proceeding, inquiry or investigation, at law or in' equity, before or by any court, public board or body, is pending or threatened in any way against the Seller (i) affecting the existence of the Seller or the titles of its Governing Body members or officers to their respective offices; (ii) seeking to restrain or to enjoin the sale of the Proposition IA Receivable or to direct the application of the proceeds of the sale thereof, or materially adversely affecting the sale of the Proposition IA Receivable; (iii) in any way contesting or affecting the validity or enforceability of the Resolution, Seller Documents or any other applicable agreements or any action of the Seller contemplated by any of said documents; or (iv) in any way contesting the powers of the Seller or its authority with respect to the Resolution or the Seller Documents or any other applicable agreement, or any action on the part of the Seller contemplated by any of said documents. 4. To the best of [mKourjkhowledge, prior to the sale of the Proposition iA Receivable to the Purchaser, the Seller ha not sold, transferred, assigned, set over or otherwise conveyed any right, title or interest of any kind whatsoever in all or any portion of the Seller's Proposition IA Receivable, nor had the Seller created, or permitted the creation of, any Lien thereon. 5. The Seller has duly authorized and executed the Seller Documents and, assuming the due authorization execution and delivery of the Sale Agreement by the Purchaser, each Seller Document will be legal, valid and binding against the Seller and enforceable against the Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or laws relating to or affecting creditors' rights, and the application of equitable principles and the exercise of judicial discretion in appropriate areas. No opinion is expressed concerning the obligation or ability of the State of California to make any payment of the Proposition I Receivable pursuant to Section 100.06 of the Revenue and Taxation Code and Section 25.5 of Article XIII of the California Constitution, nor is any opinion expressed with respect to the ability of the State to enact any change in the law applicable to the Seller Documents (including, without limitation, Section 100.06 of the Revenue and Taxation Code or Section 6588.6 of the Government Code). Furthermore, [ we express no opinion as to the value of the Proposition lA Receivable or as to any legal or equitable remedies that may be available to any person should the Proposition IA Receivable have little or no value. No opinion is expressed with respect to the sale of Bonds by the Purchaser. The legal opinion set forth herein is intended for the information solely of the addressees hereof and for the purposes contemplated by the Sale Agreement. The addressees may not rely on it in connection with any transactions other than those described herein, and it is not to be relied upon by any other person or entity, or for any other purpose, or quoted as a whole or in part, or otherwise referred to, in any document, or to be filed with any governmental or administrative agency other than the Purchaser or with any other person or entity for any purpose without [m ur rior written consent. In addition to the addressees hereof, each Credit Enhancer an the underwriters of the Bonds may rely upon this legal opinion as if it we addressed to them. [I /Fe]) not undertake to advise you of matters that may come to [myl(!�) attention subsequent to Fe date hereof that may affect the opinions expressed herein. Very truly yours, Aleshire & Wynder, LLP By: -�- Seller's Counsel B1 -3 EXHIBIT B2 OPINION OF COUNSEL to CI'T'Y UF,B,ALIaWIN FA►RI Dated: Closing Date California Statewide Communities Development Authority Sacramento, California Wells Fargo Bank, National Association Los Angeles, California Re: Sale of Proposition IA Receivable (Bringdown Opinion) Ladies & Gentlemen: Pursuant to that certain Purchase and Sale Agreement dated as of November 1, 2009 (the "Sale Agreement ") between the CrtyQf Baldwin Part, (the "Seller "} and the California Statewide Communities Development Authority (the "Purchaser "), this Office delivered an opinion (the "Opinion ") dated the Pricing Date as counsel for the Seller in connection with the sale of the Seller's Proposition IA Receivable (as defined in the Sale Agreement), the execution of documents related thereto and certain other related matters. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Sale Agreement. I confirm that you may continue to rely upon the Opinion as if it were dated as of the date hereof. Each Credit Enhancer and the underwriters of the Bonds may rely upon this legal opinion as if it were addressed to them. This letter is delivered to you pursuant to Section 2(b)(ii)(1) of the Sale Agreement. Very truly yours, AleshiA & Wynder, LLP By: Se ler's Counsel EXHIBIT CI CLERK'S CERTIFICATE CERTIFICATE OF THE CITY CLERK OF CITY OF BALDWIN PARK, CALIFORNIA Dated: Pricing Date The undersigned City Clerk of the City of Baldwin Park (the "Seller "), a local agency of the State of California within the meaning of Section 6585(f) of the California Government Code, does hereby certify that the foregoing is a full, true and correct copy of Resolution No. duly adopted at a regular meeting of the City Council of said Seller duly and legally held at the regular meeting place thereof on the day of , 2009, of which meeting all of the members of said City Council had due notice and at which a quorum was present and acting throughout, and that at said meeting said resolution was adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: I do hereby further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office and that said resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes and that said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. I do hereby further certify that an agenda of said meeting was posted at least 72 hours before said meeting at a location in the City of Baldwin Park, California freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase and Sale Agreement, dated as of November 1, 2009, between the Seller and the California Statewide Communities Development Authority. WITNESS by my hand as of the Pricing Date. By: City Clerk of the City of Baldwin Park, California C1 -1 EXHIBIT C2 SELLER CERTIFICATE SELLER CERTIFICATE Dated: Pricing Date We, the undersigned officers of the Cif of Baldwin Park (the "Seller "), a local agency of the State of California within the meaning of Section 6585(f) of the California Government Code, holding the respective offices herein below set opposite our signatures, do hereby certify that on the date hereof the following documents (the "Seller Transaction Documents ") were officially executed and delivered by the Authorized Officer or Officers whose names appear on the executed copies thereof, to wit: Document 1. Purchase and Sale Agreement, dated as of November 1, 2009 (the "Sale Agreement "), between the Seller and the California Statewide Communities Development Authority (the "Purchaser "). 2. irrevocable instructions For Disburseiiieiit of Seiier's Proposition IA Receivable to the Controller of the State of California, dated the Closing Date. 3. Bill of Sale, dated the Closing Date. Capitalized terms used herein and not defined herein shall have the meaning given such terms in the Sale Agreement. We further certify as follows: At the time of signing the Seller Transaction Documents and the other documents and opinions related thereto, we held said offices, respectively, and we now hold the same. 2. The representations and warranties of the Seller contained in the Seller Transaction Documents are true and correct as of the date hereof in all material respects. 3. The City Council duly adopted its resolution (the "Resolution ") approving the sale of the Seller's Proposition IA Receivable at a meeting of the City Council which was duly called and held pursuant to law with all public notice required by law and at which a quorum was present and acting when the Resolution was adopted, and such Resolution is in full force and effect and has not been amended, modified, supplemented or rescinded. C2 -1 Name Official Title Signature Vijay Singhal, Chief Executive Officer Lorena Quilano, Director of Finance Maria Contreras, genuine. I HEREBY CERTIFY that the signatures of the officers named above are Dated: Pricing Date By: City Clerk of the City of Baldwin Park, California C2 -2 EXHIBIT C3 BILL OF SALE AND BRINGDOWN CERTIFICATE BILL OF SALE AND BRINGDOWN CERTIFICATE Pursuant to terms and conditions of the Purchase and Sale Agreement (the "Sale Agreement "), dated as of November 1, 2009, between the undersigned (the "Seller ") and the California Statewide Communities Development Authority (the "Purchaser "), and in consideration of the obligation of the Purchaser to pay and deliver to the Seller the Purchase Price (as defined in the Sale Agreement), in two equal installment payments to be made on January 15, 2010, and May 3, 2010 (collectively, the "Payment Dates "), the Seller does hereby (a) transfer, grant, bargain, sell, assign, convey, set over and deliver to the Purchaser, absolutely and not as collateral security, without recourse except as expressly provided in the Sale Agreement, the Proposition IA Receivable as defined in the Sale Agreement (the "Proposition IA Receivable "), and (b) assign to the Purchaser, to the extent permitted by law (as to which no representation is made), all present or future rights, if any, of the Seller to enforce or cause the enforcement of payment of the Proposition IA Receivable pursuant to the Act and other applicable law. Such transfer, grant, bargain, sale, assignment, conveyance, set over and delivery is hereby expressly stated to be a sale and, pursuant to Section 6588.6(b) of the California Government Code, shall be treated as an absolute sale and transfer of the Proposition IA Receivable, and not as a grant of a security interest by the Seller to secure a borrowing. Seller specifically disclaims any right to rescind the Agreement, or to assert that title to the Proposition IA Receivable has not passed to the Purchaser, should Purchaser fail to make the installment payments in the requisite amounts on the Payment Dates. The Seller hereby certifies that the representations and warranties of the Seller set forth in the Certificate of the City Clerk dated the Pricing Date, the Seller Certificate dated dated the Pricing Date and in the Transaction Documents to which the Seller is a party are true and correct in all material respects as of the date hereof (except for such representations and warranties made as of a specified date, which are true and correct as of such date). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Sale Agreement. Dated: Closing Date C3 -1 CITY OF BAL 'WINPARK P Authorized Officer EXHIBIT D IRREVOCABLE INSTRUCTIONS TO CONTROLLER IRREVOCABLE INSTRUCTIONS FOR DISBURSEMENT OF PROPOSITION I RECEIVABLE OF CITY OF 1 D IN PARK Dated: Closing Date Office of the Controller State of California P.O. Box 942850 Sacramento, California 94250 -5872 Re: Notice of Sale of Proposition IA Receivable by the City of Baldwin Park and Wiring Instructions Information Form Dear Sir or Madam: T,.__ __ _. coo tii '� California Government Code, ��-ss ty rursuallt O Section v.�oo.6(c) o 'the California Go`vernmen� Code, C✓i of Baldwin Park (the "Seller ") hereby notifies you of the sale by Seller, effective as of the date of these instructions written above, of all right, title and interest of the Seller in and to the "Proposition 1A Receivable" as defined in Section 6585(g) of the California Government Code (the "Proposition IA Receivable "), namely, the right to payment of moneys due or to become due to the Seller pursuant to Section 25.5(a)(1)(B)(iii) of Article XIII of the California Constitution and Section 100.06 of the California Revenue and Taxation Code. By resolution, the Seller's City Council authorized the sale of the Proposition IA Receivable to the California Statewide Communities Development Authority (the "Purchaser ") pursuant to a Purchase and Sale Agreement, dated as of November 1, 2009 (the "P11rchase and Sale Agreement ") and a Bill of Sale, dated the Closing Date (as defined in the Purchase and Sale Agreement). The Proposition IA Receivable has been pledged and assigned by the Purchaser pursuant to an Indenture, dated as of November 1, 2009 (the "Indenture ") between the Purchaser and Wells Fargo Bank, National Association, as Trustee (the "Trustee "). The Seller hereby irrevocably requests and directs that, commencing as of the date of these instructions written above, all payments of the Proposition IA Receivable (and documentation related thereto) be made directly to Wells Fargo Bank, National Association, as Trustee, in accordance with the wire instructions and bank routing information set forth below. Please note that the sale of the Proposition lA Receivable by the Seller is irrevocable and that: (i) the Seller has no power to revoke or amend these instructions at any time; (ii) the Purchaser shall have the power to revoke or amend these instructions only if there are no notes of'the Purchaser outstanding under the Indenture and the Indenture has been discharged, and (iii) so long as the Indenture has not been discharged, these instructions cannot be revoked or amended by the Purchaser without the consent of the Trustee. Should ERIN the Purchaser, however, deliver a written notice to the Offzce of the Controller stating that. (a) the Seller failed to meet the requirements set forth in the Purchase and Sale Agreement, (b) the Purchaser has not waived such requirements; and (c) the Purchaser has not purchased the Proposition IA Receivable as a result of the circumstances described in (a) and (b) above, then these instructions shall be automatically rescinded and the Seller shall again be entitled to receive all payment of moneys due or to become due to the Seller pursuant to Section 25.5(a)(1)(B)(iii) of Article XIII of the California Constitution and Section 100.06 of the California Revenue and Taxation Code. Bank Name: Wells Fargo Bank, N.A. Bank ABA Routing #: 121000248 Bank Account #: 0001038377 Bank Account Name: Corporate Trust Clearing Further Credit To: CSCDA Proposition 1A Bonds Bank Address- 707 Wilshire Blvd., 17th Floor MAC E2818 -176 Los Angeles, CA 90017 Bank Telephone #: (213) 614 -3353 Bank Contact Person: Robert Schneider Please do not hesitate to call the undersigned if you have any questions regarding this transaction. Thank you for your assistance in this matter. Very truly yours, CI'T'Y OF BALDUJIN PAR Authorized Officer EXHIBIT E ESCROW INSTRUCTION LETTER ESCROW INSTRUCTION LETTER 11• California Statewide Communities Development Authority 1100 K Street Sacramento, CA 95814 Re: Proposition I Receivable Financin Dear Sir or Madam: The City of Baldwin Park (the "Seller ") hereby notifies you of its agreement to participate in the California Statewide Communities Development Authority Proposition IA Receivable Financing. By adoption of a resolution (the "Resolution ") authorizing the sale of its Proposition iA Receivabie, the Seller's City Council has agreed to sell to the California Statewide Communities Development Authority (the "Purchaser "), for a purchase price that meets the conditions set forth in the Resolution, all of its right, title and interest in the Proposition IA Receivable. Enclosed herewith are the following documents which have been duly approved and executed by the Seller and which are to be held in escrow by Orrick, Herrington & Sutcliffe LLP, as transaction counsel ( "Transaction Counsel "), as instructed below: 1. certified copy of the Resolution, together with a certificate of the City Clerk, dated the Pricing Date; 2. the Seller Certificate, dated the Pricing Date; 3. the Opinion of Seller's Counsel, dated the Pricing Date; 4. the Opinion of Seller's Counsel (bringdown opinion), dated the Closing Date; 5. the Purchase and Sale Agreement, dated as of November 1, 2009; 6. the Bill of Sale and Bringdown Certificate, dated the Closing Date; and 7. the Irrevocable Instructions to Controller, dated the Closing Date. The foregoing documents are to be held in escrow by Transaction Counsel and shall be delivered on the Closing Date (as defined in the Purchase and Sale Agreement), provided that such Closing Date occurs on or before December 31, 2009. E -1 Should (i) the Closing Date not occur on or berfore December 31, 2009, or (ii) Transaction Counsel receive prior to the Closing Date written notification from Seller or Seller's Counsel stating, respectively and in good faith, that the representations made in the Seller's Certificate are not true and accurate, or the opinions set forth in the Opinion of Seller's Counsel are not valid, in each case as of the Closing Date and provided that the Purchaser may, in its sole discretion, choose to waive receipt of such representations or opinions, then this agreement shall terminate and Transaction Counsel shall destroy all of the enclosed documents. Enclosures cc: Orrick, Herrington & Sutcliffe LLP Very truly yours, E -2 Authorized Officer CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY REVENUE BONDS (STATE OF CALIFORNIA PROPOSITION IA RECEIVABLES PROGRAM) SERIES 2009 CERTIFICATE OF THE SELLER RE: COMPONENTS OF PROPOSITION IA RECEIVABLES The undersigned, an Authorized Officer of the City of Baldwin Park (the "Seller ") hereby certifies with respect to that certain Purchase and Sale Agreement, dated as of November 1, 2009 (the "Agreement "), by and between the Seller and the California Statewide Communities Development Authority (the "Purchaser ") as follows (all capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement): 1. The components (the "Components ") of the Proposition IA Receivable listed in Schedule I, attached hereto and incorporated herein by reference, belong to the Seller; 2. The Components are listed as they appear on the certification of the County Auditor pursuant to Section 6588.6(e) of the Government Code; 3, By entering into the Agreement, the Seller is selling the Proposition IA Receivable, including all Components thereof listed in Schedule I; 4. The Seller acknowledges that the Purchase Price of the Proposition IA Receivable will be equal to the aggregate Initial Amounts of each Component as each such Component is separately certified by the County Auditor; and 5. The funds or other entities listed as Components in Schedule I (other than the Seller itself) are not independent legal entities with the power to enter into contracts. Dated: Pricing Date 11 CITY OF BALDWIN PARK By: Authorized Officer Component Certificate of City of Baldwin Park ACKNOWLEDGEMENT OF SELLER'S COUNSEL Based on such inquiry as the undersigned determined to be necessary of the county office responsible for the preparation of the report given pursuant to Government Code Section 6588.6(e), and in reliance on such information as is provided in the report and otherwise by the County as to the identity and nature of the accounting entities shown, as Counsel to the Seller the undersigned hereby acknowledges and confirms that the statements in paragraphs 1 and 5 of this certificate are legally correct. This acknowledgement and confirmation is subject to the matters referred to in the Opinion of Counsel to the City of Baldwin Park dated as of the Pricing Date and executed by the undersigned, including, but not limited to, the limitations expressed in the second to last paragraph of that Opinion. Seller's Counsel Component Certificate of City of Baldwin Park SCHEDULEI COMPONENTS OF PROPOSITION I A RECEIVABLE Names of Components for City of Baldwin Park C", Jk Ll Schedule Component Certificate of City of Baldwin Park A COMMUNITY BALDWIN PARK REGULAR MEETING November 4, 2009 7:00 P.M. COUNCIL CHAMBER 14403 E. Pacific Avenue Baldwin Park, CA 91706 (626) 960 -4011 Manuel Lozano - Chair Monica Garcia - Vice Chair Anthony J. Bejarano - Member Marlen Garcia - Member Ricardo Pacheco - Member PLEASE TURNOFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS POR FAVOR DE APAGAR SUS TELEFONOS CEL ULARES Y BEEPERS DURANTE LA JUNTA PUBLIC COMMENTS The public is encouraged to address the Commission or any of its Agencies listed on this agenda on any matter posted on the agenda or on any other matter within its jurisdiction. If you wish to address the Commission or any of its Agencies, you may do so during the PUBLIC COMMUNICATIONS period noted on the agenda. Each person is allowed five (5) minutes speaking time. A Spanish- speaking interpreter is available for your convenience. COMENTARIOS DEL PUBLICO Se invita al publico a dirigirse al Concilio o cualquiera otra de sus Agencias nombradas en esta agenda, para hablar sobre cualquier asunto publicado en la agenda o cualquier tema que este bajo su jurisdiccion. Si usted desea la oportunidad de dirigirse al Concilio o alguna de sus Agencias, podra hacerlo durante el periodo de Comentarios del Publico (Public Communications) anunciado en la agenda. A cada persona se le permite hablar por cinco (5) minutos. Hay un interprete para su conveniencia. r. s,re. P lr .r..h?t. .d,� {. Pf.rc xt r,o s ..,, ca,... i. e,? ewe -;.k _1 xL S »ti. "s� "' F Fr.�., xf.F. L' ?xarr:r7# ra�7x'r ?iii,. k ri rxt-4 fisdi.7,r'rr�Lr '<I to th CorrrPriu� dti� `'''V'" .4 "rerli C ,iir ris.�r��.r lv��� ! r ,a, r J,'..✓" � t€ r? 3', xt. j.. t '. r t r S hr :a ro ;r., t� r y" r .� r �s F }G�rr �.r o� -i vaf�i�!�4 `z sr °'u (R U ,z MN "?x I ..J,., role s ff,c. r (Monlck v h,, r 7, 7: Community Development Commission Agenda — November 4, 2009 im COMMUNITY DEVELOPMENT COMMISSION REGULAR MEETING — 7:00 PM CALL TO ORDER ROLL CALL Members: Anthony J. Bejarano, Marlen Garcia, Ricardo Pacheco, Vice -Chair Monica Garcia and Chair Manuel Lozano PUBLIC COMMUNICATIONS Five (5) minute speaking time limit Cinco (5) minutos sera el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE COMMISSION No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and /or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL COMIS16N No se podra tomar accion en algun asunto a menos que sea incluido en la agenda, o a menos que exista alguna emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a deciaracivnes o preguntas hechas por personas, v 21/1 Dirigir personai a invurouval y/v jar asuntos para tomar en consideracion en juntas proximas. `Codigo de Gobierno §54954.2] CONSENT CALENDAR All items listed are considered to be routine business by the Commission and will be approved with one motion. There will be no separate discussion of these items unless a Commissioner 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. WARRANTS AND DEMANDS Staff recommends Commission receive and file. 2. MINUTES Staff recommends Commission approve the minutes of the regular meeting of October 21, 2009. ADJOURNMENT CERTIFICATION I Laura M. Nieto, Deputy 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 72 hours prior to the meeting. October 29, 2009. Laura M. Nieto, CMC Deputy City Clerk Community Development Commission Agenda — November 4, 2009 Page 2 • • 0 10 • a :, i IT, yj 10 •,' October 28, 2009 WARRANT REGISTER NO. 705 REPORT: CHECKREG GENERATED: 15 APR 09 11:44 RUN: TUESDAY OCT272009 11:46 CITY OF BALDWIN PARK CHECK REGISTER CHECK RANGE: 13145 - 13148 BANK CHECK # CHECK AMT CHECK DATE VENDOR # ADDRS # VENDOR NAME WO -------------------------------------------------------------------------------------------------------------- # AMOUNT G/L ACCT # DESCRIPTION INVOICE # 2 13145 $96.14 10/22/09 09454 0 J &D BUSINESS FORMS, INC. 48.07 806 -40- 470 - 53320 - 14470 -2 MEL BUSINESS CARDS 291207 48.07 801 -40- 400 - 53100 - 14900 -2 MARC BUSINESS CARDS 2 13146 $17944.00 10/22/09 06714 0 LAIDLAW B.P. REALTY ASSOCIATES, LLC 17944.00 836 -00- 000 - 53370- 14900 -2 QRTLY PYMT 4/1 - 6/30/009 10/20/2009 2 13147 $30.43 10/22/09 05154 0 MELECIO PICAZO 30.43 806 -40- 470 - 53100 - 14470 -2 REIMB - JOB FAIR AD OCT 09 10/12/09 2 13148 $3.75 10/22/09 00779 1 SO. CALIF. EDISON 3.75 890 -00- 000 - 53370- 14900 -2 SERV 9 ROP HOUSE 4500 BRESEE 10/15/2009 TOTAL # OF ISSUED CHECKS: 4 TOTAL AMOUNT: 18074.32 TOTAL # OF VOIDED /REISSUED CHECKS: 0 TOTAL AMOUNTI; 00.00 TOTAL # OF ACH CHECKS: 0 TOTAL AMOUNT: 0.00 TOTAL # OF UNISSUED CHECKS: 0 PAGE 3 CHECK STATUS INV VEND --------------- -- OUTSTANDING OUTSTANDING OUTSTANDING OUTSTANDING CITY OF BALDWIN PARK COMMUNITY DEVELOPMENT COMMISSION MINUTES UUMMISSION NOV ® 4 2009 AM ITEM NO. WEDNESDAY, OCTOBER 21 2009 7:00 p.m. COUNCIL CHAMBERS 14403 E. Pacific Avenue Baldwin Park Manuel Lozano, Mayor Monica Garcia, Mayor Pro Tern Anthony J. Bejarano, Marlen Garcia, Ricardo Pacheco, Council Members Maria Contreras, City Treasurer Susan Rubio, City Clerk The COMMUNITY DEVELOPMENT COMMISSION of the City of Baldwin Park met in REGULAR SESSION at the above time and place. CALL TO ORDER ROLL CALL Present: Member Bejarano, Member Marlen Garcia, Member Pacheco, Vice Chair Monica Garcia, Chair Lozano. Absent: None. Also Present: Chief Executive Officer Vijay Singhal, City Attorney Joseph W. Pannone, Director of Recreation & Community Services Manuel Carrillo Jr., Community Development Manager Marc Castagnola, Director of Public Works William Galvez, Chief of Police Lili Hadsell, City Treasurer Contreras, City Clerk Rubio, Deputy City Clerk Nieto. PUBLIC COMMUNICATIONS CONSENT CALENDAR Motion: Approve CONSENT CALENDAR Moved by Chair Lozano, seconded by Member Marlen Garcia. 1. WARRANTS AND DEMANDS Commission received and filed. 2. MINUTES Commission approved the minutes of the special and regular meetings of October 7, 2009. 1 91i1N'kl1►(I:ION 11 Page 1 of 2 There being no other matters for discussion the meeting was adjourned at 7:45 p.m. Approved as presented by the Commission at their meeting held November 4, 2009. Laura M. Nieto,CMC Deputy City Clerk Page 2 of 2