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Home My WebLink About2019 03 06NOTICE AND CALL OFA 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, MARCH 6, 2019 at 5:30 PM. at City Hall — 3rd Floor Conference Room 307, 14403 East 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: February 28, 2019. AFFIDAVIT OF POSTING Manuel Lozano Mayor I, Lourdes Morales, Chief 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 of March 6, 2019. Lourdes Morales, Chief Deputy City Clerk AGENDA BALDWIN PARK CITY COUNCIL SPECIAL MEETING Please note time and meeting MARCH 6, 2019 location 5:30 PM CITY HALL — 31 Floor, Conference Room 307 14403 EAST PACIFIC AVENUE BALDWIN PARK, CA 91706 (626) 960-4011 'r HNI U V 5AN"',,GABR,//IEL ,/ 0�A / q7i�D JA140p' Manuel Lozano - Mayor Monica Garcia - Mayor Pro Tem Alejandra Avila - Council Member Paul C. Hernandez - Council Member Ricardo Pacheco - Council Member PLEASE TURN OFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS POR FA VOR DE APAGAR SUS TELEFONOS CEL ULARES Y BEEPERS DURANTE LA JUNTA PUBLIC COMMENTS COMENTARIOS DEL PUBLICO The public is encouraged to address the City Se invita al publico a dirigirse al Concilio o cualquiera Council or any of its Agencies listed on this otra de sus Agencias nombradas en esta agenda, para agenda, but only on any matter posted on this hablar solamente sobre asunto publicado en esta agenda. If you wish to address the City Council or agenda. Si usted desea la oportunidad de dirigirse al any of its Agencies, you may do so during the Concilio o alguna de sus Agencias, podra hacerlo PUBLIC COMMUNICATIONS period noted on durante el periodo de Comentarios del Publico the agenda. Each person is allowed three (3) (Public Communications) anunciado en la agenda. A minutes speaking time. A Spanish-speaking cada persona se le permite hablar por tres (3) minutos. interpreter is available for your convenience. Hay un interprete para su conveniencia. CITY COUNCIL SPECIAL MEETING – 5:30 P.M. CALL TO ORDER ROLL CALL: Council Members: Alejandra Avila, Paul C. Hernandez, Ricardo Pacheco, Mayor Pro Tem Monica Garcia and Mayor Manuel Lozano PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) 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 §54954.21 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(jn 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 declaraciones o preguntas hechas por personas; o 2) Didgir personal a investigar y/o fijar asuntos para tomar en consideracion en juntas proximal. (Codigo de Gobierno §54954.21 OPEN SESSION/STUDY SESSION 1. Mid -Year Budget Presentation By Finance Director Rose Tam RECESS TO CLOSED SESSION 2. Public Employee Appointment (GC §54957): Position: Chief of Police 3. Conference With Legal Counsel—Existing Litigation Pursuant to paragraph (1) of subdivision (d) of Government Code Section 54956.9: Case Name: Hadsell v. City of Baldwin Park Case No. BC548602 Case Name: Salcedo v. City of Baldwin Park Case No. BC676398 Case Name: City of Baldwin Park v. City of Irwindale Case No. BS163400 Case Name: Jason Adams v. City of Baldwin Park Case No. 2:19-cv-00297 4. Real Property Negotiations Pursuant to Government Code §54956.8: A. Property: 4145 Puente Avenue (CAN 17-01) Negotiating Parties: City of Baldwin Park and Edward Avakyan, Jenome Research B. Property: 14551 Joanbridge Street (CAN 17-02) Negotiating Parties: City of Baldwin Park and Lih Ping Henry Liou, Baldwin Park TALE Corp. C. Property: 4150 Puente Avenue (CAN 17-06) Negotiating Parties: City of Baldwin Park and Shaun Bershatski, RUKLI, Inc. D. Property: 13111 Spring Street & 428 Cloverleaf Drive (CAN 17-07) Negotiating Parties: City of Baldwin Park and Ming Hong Huang, 428 Cloverleaf, LLC. E. Property: 5117 Calmview Avenue (CAN 17-08) Negotiating Parties: City of Baldwin Park and Victor Chevez and Helen Chau, Casa Verde Group F. Property: 13467 Dalewood Street (CAN 17-09) Negotiating Parties: City of Baldwin Park and Darrin Oganesian and Ryan Oganesian, RD Baldwin Park G. Property: 14837 & 14841 Ramona Boulevard (CAN 17-10) Negotiating Parties: City of Baldwin Park and Phil Reyes, and Alexis Reyes, Organic Management Solutions, LLC. H. Property: 5148 Bleecker Street (CAN 17-12) Negotiating Parties: City of Baldwin Park and Sergio Torres, Enrique Vega and Moses Acosta, Medical Grade Farms BP I. Property: 15023 Ramona Boulevard (CAN 17-13) Negotiating Parties: City of Baldwin Park and Shaun Szameit, Joshua Pierce and Kevin Huebner, Kultiv8 Group, LLC. J. Property: 4621 Littlejohn Street (CAN 17-15) Negotiating Parties: City of Baldwin Park and Teresa Tsai, GSC Capital Group K. Property: 5157 Azusa Canyon Road (CAN 17-17) Negotiating Parties: City of Baldwin Park and Mike Sandoval and Ed Barraza, Elite Green Cultivators L. Property: 5175 Commerce Drive (CAN 17-18) Negotiating Parties: City of Baldwin Park and Linda Thong, Pacific Cultivation, LLC. M. Property: 13450 Brooks Drive, Unit A & C (CAN 17-27) Negotiating Parties: City of Baldwin Park and Jonathan Yuan Kai Lee, Jefferson Liou, and Jerrell Austin Shepp, Cloud Control, Inc. N. Property: 4802 Littlejohn Street (CAN 17-28) Negotiating Parties: City of Baldwin Park and Marco Perez and Ren Yoneyama, VRD, Inc. O. Property: 13460 Brooks Drive (CAN 17-31) Negotiating Parties: City of Baldwin Park and Sigrid Lopez and Artem Karapetyan, Green Health Industries, LLC. 5. Conference With Legal Counsel—Anticipated Litigation Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code Section 54956.9: Potential Case(s): Two (2) RECONVENE IN OPEN SESSION REPORT FROM CLOSED SESSION ADJOURNMENT CERTIFICATION I, Lourdes Morales, Chief Deputy City Clerk of the City of Baldwin Park hereby that, certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 24 hours prior to the meeting of March 6, 2019. sourdesMorales Chief 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 information regarding agenda items, please contact the office of the City Clerk at (626) 960- 4011 ext. 466 or e-mail Imorales(o)baldwinparlccom. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE ll) BALDWIN PARK CITY COUNCIL REGULAR MEETING MARCH 6, 2019 7:00 PM COUNCIL CHAMBER 14403 E. Pacific Avenue Baldwin Park, CA 91706 (626) 960-4011 ON HUB,OF SAN/GfirElIEL,� c0. VA �" cry JAN Manuel Lozano - Mayor Monica Garcia - Mayor Pro Tem Alejandra Avila - Council Member Paul C. Hernandez - Council Member Ricardo Pacheco - Council Member PLEASE TURN OFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS POR FAVOR DE APAGAR SUS TELEFONOS CELULARES 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 three (3) 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 tres (3) minutos. Hay un interprete para su conveniencia. vlotl n C,ubll, r ,(")rd rr I,') nIln t lea sl��a� i()r (.)pen sh' n ()[ ()[ s slyC(') fnCil r`i;=,lrrF,Auted lc) s sf�"' C(')unCil ""2 /")OUrs s'neebng vv/Il be, [(,)r- pu 11 In,s;per 11(,)n Clt /n cltf�' C/ il; "" ()[f/r „ l 1 -i -"*3 1 v � rinr ii�r i��fr�. ,,rd h Ir «rduring bu,sln °f30 6,00 p,ar ,) CALL TO ORDER INVOCATION PLEDGE OF ALLEGIANCE ROLL CALL CITY COUNCIL REGULAR MEETING — 7:00 PM Council Members: Alejandra Avila, Paul C. Hernandez, Ricardo Pacheco, Mayor Pro Tem Monica Garcia and Mayor Manuel Lozano REPORT FROM CLOSED SESSION ANNOUNCEMENTS PROCLAMATIONS, COMMENDATIONS & PRESENTATIONS • Proclamation Presentation recognizing April 8 — 12, 2019, as Adult Education Week. • Certificate Presentation recognizing the Winning Students in the Adult Education Essay Contest. PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) 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 tome accion en algOn asunto a menos que sea incluido en la agenda, o a menos que exista algOna 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] 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 that Council ratify the attached Warrants and Demands Register. 2. Treasurer's Report — December 2018 Staff recommends that Council receive and file the Treasurer's Report. 3. Meeting Minutes Staff recommends that Council receive and file the following Meeting Minutes: A. Meeting Minutes of the Special City Council Meeting held on February 6, 2019. B. Meeting Minutes of the Regular City Council Meeting held on February 6, 2019. City Council Agenda Page 2 4. Rejection of Claims Staff recommends that Council reject the following claim(s) and direct staff to send appropriate notice of rejection to claimant(s): Farias, Adrian The claimant alleges that personal property was taken from his car after the BPPD towed and impounded his vehicle. Juarez, Lori The claimant alleges the BP trolley rear- ended her vehicle pushing it into a BP school bus. Magana, Kristin The claimant alleges her vehicle was illegally towed and stored. Orozco, Daniel The claimant claims he was falsely arrested and assaulted by the police for no reason. Rubalcaba Jr., Roberto Car stolen and recovered. Claimant alleges excessive and storage fees. Velasquez, Raymond Claimant alleges he damaged his bumper from trench in street Tang, David The claimant drove over a pothole damaging his tire and rim. 5. Accept and Authorize the Filing of a Notice of Completion for City Project No. 2018- 0219 Maine Avenue Complete Street Improvements (Phase 1A) and Approval of Additional Fund Appropriations for Project Close -Out Costs Staff recommends that Council - 1 . ouncil:1. Accept the construction improvements by Los Angeles Engineering, Inc. and authorize the recordation of a Notice of Completion for City Project No. 2018- 0219; and 2. Authorize the Finance Director to Appropriate $70,778.00 from Prop C funds and perform any necessary budget adjustments; and 3. Authorize the release of retention funds in the amount of $126,914.33 upon the expiration of 35 -day notice period. 6. Resolution No. 2019-003 Initiating the Proceedings and Ordering Preparation of the Engineer's Report for the Citywide Landscape and Lighting Maintenance Assessment District for FY 2019-2020 Staff recommends that Council adopt Resolution No. 2019-003 entitled, "A Resolution of the City Council of the City of Baldwin Park, California, authorizing the initiation of the proceedings and ordering the preparation of the Engineer's Report for the FY 2019-20 levy of annual assessments for the City of Baldwin Park Landscaping and Lighting Maintenance District pursuant to the provisions of Division 15, Part 2 of the State of California Streets and Highway Code". City Council Agenda Page 3 7. Resolution No. 2019-004 Initiating the Proceedings and Ordering Preparation of the Engineer's Report for the Parks Maintenance Assessment District for FY 2019-2020 Staff recommends that Council adopt Resolution No. 2019-004 entitled, "A Resolution of the City Council of the City of Baldwin Park, California, authorizing the initiation of the proceedings and ordering the preparation of the Engineer's Report for the FY 2019-20 levy of annual assessments for the City of Baldwin Park Parks Maintenance Assessment District pursuant to the provisions of Division 15, Part 2 of the State of California Streets and Highways Code". 8. Award of Bid for City Project No. 2018-0269 — Various Street Improvements Project It is recommended that the City Council: 1. Approve and award the contract to Gentry Brothers, Inc. of Irwindale, CA in the amount of $1,757,172.50; and 2. Authorize the Mayor and City Clerk to execute the contract for Various Street Improvements Project; and 3. Authorize the Director of Finance to appropriate $280,855.22 from fund #255 — Measure M to Account #255-50-58100-15625. 9. Approval Request to Appropriate Additional Funds for City Project No. 2018-0241 — Natural Gas (CNG) Fast -Fill Facility It is recommended that the City Council - 1 . ouncil:1. Authorize the Finance Director to re -appropriate fund savings from completed CIP Projects in the amount of $150,380 and appropriate Measure M Funds in the amount of $89,818 for a total amount of $240,198 for the construction of the CNG fast -fill Station; and 2. Authorize the Public Works Director to execute an agreement with Valley County Water District (VCWD) for water works relocation in an amount not -to - exceed $35,000. 10.Waive Formal Bid Procedures for CIP 2019-069 Replacement of Police Department Floor and Carpet Staff recommends that Council: 1. Waive formal bid procedures per the City's Purchasing Ordinance No. 1101 and Baldwin Park Municipal Code Chapter 34 Section 37(A); and 2. Authorize the Mayor to Execute the Contract with Shaw Industries, Inc., DBA Shaw Integrated Solutions; and 3. Authorize the Director of Finance to appropriate $20,701 of Federal Asset Forfeiture funds to cover the additional costs. 11. Second Reading of Ordinance No. 1437 Entitled: "An Ordinance of the City Council of the City of Baldwin Park, California, Authorizing the City of Baldwin Park to Enter Into a Development Agreement with VRD Inc. for the Cultivation and/or Manufacturing of Cannabis at the Real Property Located at 15010 Arrow Highway (APN 8535-023-011) within the City of Baldwin Park" Staff recommends that the City Council waive reading and adopt Ordinance No. 1437, entitled: "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH VRD INC. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 15010 ARROW HIGHWAY (APN 8535-023-011) WITHIN THE CITY OF BALDWIN PARK". City Council Agenda Page 4 12. Fiscal Year 2018-19 Mid -Year Budget Presentation It is recommended that the City Council 1. Review the mid -year analysis and approve the mid -year revenue and expenditure projections for the fiscal year ending June 30, 2019; and 2. Authorize the Finance Director to make the appropriate transfers to relocate Code Enforcement under the direction of the Community Development Department; and 3. Authorize the Director of Finance to complete all necessary budget amendments and appropriations. CITY COUNCIL ACTING AS SUCCESSOR AGENCY OF THE DISSOLVED COMMUNITY DEVELOPMENT COMMISSION CONSENT CALENDAR All items listed are considered to be routine business by the City Council and will be approved with one motion. There will be no separate discussion of these items unless a City Councilmember so requests, in which case, the item will be removed from the general order of business and considered in its normal sequence on the agenda. SA -1 Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park Treasurer's Report — December 2018 Staff recommends that Council receive and file the Treasurer's Report. PUBLIC HEARING 13. Public Hearing Regarding Fiscal Year 2019-2020 Community Development Block Grant (CDBG) and HOME Investment Partnership Fund (HOME) Annual Action Plan Staff recommends the City Council open the public hearing for the Fiscal Year 2019-2020 Community Development Block Grant (CDBG) and HOME Investment Partnership Fund (HOME) Annual Action Plan 14.A Request to the City Council from the Planning Commission on an Amendment to the Development Agreement 18-03 to Grant a Manufacturing License in Order to Repackage Product for Cultivators and Manufactures of Cannabis within the IC, Industrial Commercial Zone Pursuant to Ordinance 1408 (location: 4150 Puente Avenue; Applicant; Rukli Inc., Case Number: DA -18-03) Staff recommends that the City hold a Public Hearing and Introduce for first reading, by title only, Ordinance 1438, entitled, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH RUKLI INC. FOR THE DISTRIBUTION OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4150 PUENTE AVENUE (APN 8437-014-014) WITHIN THE CITY OF BALDWIN PARK". REPORTS OF OFFICERS 15. The Comprehensive Annual Financial Report for Fiscal Year 2017-18 It is recommended that the City Council receive and file the City of Baldwin Park's CAFR for fiscal year ended June 30, 2018 and all accompanying reports. City Council Agenda Page 5 16.Approve and Adopt Resolution No. 2019-002 Entitled, "A Resolution of the City Council of the City of Baldwin Park, California, Appointing Representatives and Alternates as Official Representatives of the City"; and Review and Appoint Members to the Established Committees, as Appropriate Staff recommends City Council rescind Resolution 2019-001 and complete the review and appointment of members to the positions of delegates and alternates of the established committees and organizations presented in Resolution No. 2019-002, entitled "A Resolution of the City Council of the City of Baldwin Park, California, Appointing Representatives and Alternates as Official Representatives of the City". CITY COUNCIL / CITY CLERK / CITY TREASURER / STAFF REQUESTS & COMMUNICATIONS Request by Councilmember Paul C. Hernandez for City Council discussion and direction to staff on the following: • Councilmember Hernandez is requesting discussion and that direction be provided to staff to bring back a report with options to update and enhance the City's Emergency Operations Plan. ADJOURNMENT CERTIFICATION I, Lourdes Morales, Chief Deputy City Clerk of the City of Baldwin Park hereby certify that, under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 28st day of Februa , 2019. Lourdes Morales, Chief 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 information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at Imoralesabaldwinpark.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 Page 6 SUMMARY ITEM NO. TO: Honorable Mayor and Members of the City Council FROM: Rose Tam, Director of Financ<—�, Ity DATE: March 6, 2019 SUBJECT: City of Baldwin Park's Warrants and Demands Attached is the Warrants and Demands Register for the City of Baldwin Park to be ratified by the City Council. RECOMMENDATION Staff recommends that the City Council ratify the attached Warrants and Demands Register. FISCAL IMPACT The payrolls for the last periods were $1,060,021.80 and the attached General Warrants Register was $1,834,931.27 for a total amount of $2,894,953.07. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous City Council meeting and the following is a summary of the payment released: 1. The last payrolls of the City of Baldwin Additionally, Automated Clearing House Employees from control number 11916 t February 9, 2019, inclusive; these are $1,060,021.80. Park consist of check numbers 199995 to 200056. (ACH) Payroll deposits were made on behalf of City o 12441 for the period of January 13, 2019 through presented and hereby ratified in the amount of 2. General Warrants, with the bank drafts in the amount of $629,878.33 and checks from 222800 to 223200 in the amount of $1,205,052.94 for the period January 29, 2019 to February 25, 2019, inclusive; in the total amount of $1,834,931.27 constituting of claims and demands against the City of Baldwin Park, are herewith presented to the City Council as required by law, and the same hereby ratified. LEGAL REVIEW Not Applicable ATTACHMENT 1. Expense Approval Report Attachment 1 Expense Approval Report C NLn n w O g N m V M N m m c w ao v v oo ^ m 00 m Ln m £ v a O1 LD ID000 ~ m Q oo m m O O O . 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The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that Council receive and file the Treasurer's Report for December 2018. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report Exhibit "A" Treasurers Report CITY OF BALDWIN PARK TREASURER'S REPORT 12/31/2018 INVESTMENT INTEREST PURCHASE MATURITY PAR CURRENT BOOK MARKET I DESCRIPTION RATE DATE DATE VALUE PRINCIPAL VALUE VALUE SWM of California Local Agency Investment Fund i Wim__ City4ncluding General Fund t all other Special Revenue Funds 2.29% Varies Varies $ 22,412,665.47 3 22,412,665.47 $ 22,412,665.47 $ 22,412,665.47 Housing Authority 2.29% Varies Varies 13,480.71 13,488.71 13,488.71 13,468.71 22,426,154.18 22,426,164.10 22,426,164.1$ 22,426,154.1E Cnimr& Of 211122 Citibank National Association (Mutual Securities) 1.80% 1125/2018 1/25/2019 250,000.00 260,000.00 250.000.!10 249,917.50 American Express Ccnthulon (Mutual Securities) 1.60% 4112/2017 4M212019 250,000.00 260,000.00 260,000.00 249.377.50 EverbaMcJacksonvMe (Mutual Securities) 1.58% 4116/2017 4M612019 260,000.00 260,000.00 260.000.00 249,315.$0 Goldman Sachs Bk USA NY (Mutual Securities) 225% 1/24/2018 1/2412020 250,000.00 260,000.00 250,600.00 246,697.60 Sable Mae Sk SLT Lake City UT (Mutual Securities) 226% 1/24/2018 1/2412020 250,000.00 250,000.00 250,000.00 246,697.611 Safra National Bank New York (Cante$a) 2.00% 4116/2018. 4/1512019 250,000.00 250,000.00 260,000.00 249,627.50 Morgan Stanley Sank N A Utah (CanMNa) 2.64% 411912018 4/20/2020 250,000.00 260.000.00 250,000.00 249,430.00 Barclays Bank Del (Carde$a) 3.06% 12119/2018 12121/2020 250,000.00 260.000.00 250,000.00 149,995.00 2,000,000.00 2,000.000.00 2,000,000.00 1,996,057.50 US Treasury Bib (UBS) 2.07% 3/29/2018 3/20/2019 1,000,000.00 1,000.000.00 1,000,000.00 994.400.00 Fiscal Agent Funds (Tngt0ebt Service Fund) Varies Varies Varies 0.00 0.00 0.00 0.00 Fiscal Agent Funds - Successor Agency (TnNWDebt Service Funr Varies varies Varies 152,947.38 152,647.32 162,$47.38 152,$47.3$ 152,247.3$ 152,847.38 162,$47.3$ 152,847.3E $_.25,579,801—W S 25,579,001.56 i 25,579.001.66 $ 25,568,469.06 Total Investments $ 26.579,001.68 Cash with Bank of the West City Checking 2,90$,428.31 Money Market Plus 132,643.0E City Miscellaneous Cash 66,35&92 Successor Agency 135,319.93 Housing AuMorby 173,11327 Financing Aud-* 0.00 Investment Brokerage 3,227.72 Total Cash with Bank of the West 3.418,OE923 Total Cash and Investments $ 22,098.090.79 Schedule of Cash and Investments Includes city-wide assets as included in the Comprehensive Annual Financial Report • There was no investment maturity for the month of December 2018. One Certificate of Deposit was purchased in December 2018 and several deposits/withdrawals were made through the Local Agency Investment Fund. In compliance with the California Government Code Section 53646 at seq., I hereby certify that sufficient investment liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months that all investments are in compliance to the City's Statement of Investment Policy. Approved by: Fwtm�� Rose Tam Director of Finance ITEM NO. STAFF REPORT TO: Honorable Mayor and Members of the City Council FROM: Lourdes Morales, Chief Deputy City Clerk DATE: March 6, 2019 SUBJECT: Meeting Minutes SUMMARY The City Council held a Special and a Regular City Council Meeting on February 6, 2019. RECOMMENDATION Staff recommends that the City Council approve meeting minutes for the following City Council Meetings: • Special Meeting of February 6, 2019 • Regular Meeting of February 6, 2019 FISCAL IMPACT There is no fiscal impact associated with this item. BACKGROUND Not applicable ALTERNATIVES Not applicable LEGAL REVIEW This report does not require legal review. ATTACHMENTS 1. Special Meeting Minutes of February 6, 2019 2. Regular Meeting Minutes of February 6, 2019 Attachment 1 Special Meeting Minutes for 02/06/19 MINUTES BALDWIN PARK CITY COUNCIL STUDY SESSION AND SPECIAL MEETING February 6, 2019, 5:30 P.M. 31d Floor Conference Room 307 -14403 E. Pacific Avenue, Baldwin Park, 91706 CALL TO ORDER The meeting was called to order at 5:35 p.m. by Mayor Lozano. ROLL CALL PRESENT: Council Member Alejandra Avila Council Member Ricardo Pacheco Mayor Pro Tem Monica Garcia arrived at 5:36 Mayor Manuel Lozano ABSENT: Council Member Hernandez Motion: Mayor Lozano made a motion, seconded by Council Member Avila to excuse Council Member Hernandez from the meeting. Motion carried by unanimous consent. PUBLIC COMMUNICATIONS Mayor Lozano opened Public Communications at 5:36 p.m. Seeing no one wishing to speak, Public Communications closed at 5:36 p.m. OPEN SESSION 1. Presentation by National C.O.R.E Affordable Housing Phil Hockey and Mike Duran from National C.O.R.E stated they reviewed sites in the city and found a few structures with potential to renovate or build. Mike Duran introduced his company and provided an overview of their accomplishments in other cities. Mr. Duran stated they were the largest nonprofit organizations who renovated current living structures or built housing with the intent to assist the community in various manners. Some facilities have built in afterschool programs and child care assistance for working parents; while other facilities offer health and wellness programs, affordable housing for veterans and help for special needs. Mr. Duran commented on potential funding sources from Prop 1 and Prop 2 that would soon become available for use. Council Member Garcia asked which sites in the city had been identified. Special Meeting of 02/06/19 Page 1 of 4 Mr. Duran provided insight on the sites he thought may be used; however stated all properties would require a thorough examination. Council Member Avila made favorable comments to Mars Place, which was a site renovated by C.O.R. E Mayor Lozano requested the team review Ramona Boulevard and Ferguson; while Council Member Pacheco requested Dalewood apartment be examined. Council Member Garcia expressed her interest in mixed use buildings, while Council Member Avila voiced concerns regarding the maintenance of the housing facilities. Mr. Duran explained their company enforced stringent regulations on all projects conducted by their company and were responsible for the maintenance all housing sites. Mr. Duran stated he would conduct a thorough citywide assessment and provide his findings via a report with recommendations for the City Council's consideration. The City Council recessed into closed session at 6:03 p.m. RECESS TO CLOSED SESSION 2. Public Employee Appointment (GC §54957): Position: Chief of Police 3. Conference With Legal Counsel—Existing Litigation Pursuant to paragraph (1) of subdivision (d) of Government Code Section 54956.9: Case Name: Hadsell v. City of Baldwin Park Case Name: Salcedo v. City of Baldwin Park Case Name: City of Baldwin Park v. City of Irwindale Case Name: Jason Adams v. City of Baldwin Park Case Name: Genoveva Benitez v. City of Baldwin Park Case Name: David Garcia v. City of Baldwin Park Case No. BC548602 Case No. BC676398 Case No. BS163400 Case No. 2:19-cv-00297 Case No. BC601768 Case No. BC709009 4. Real Property Negotiations Pursuant to Government Code §54956.8: A. Property: 4145 Puente Avenue (CAN 17-01) Negotiating Parties: City of Baldwin Park and Edward Avakyan, Jenome Research B. Property: 14551 Joanbridge Street (CAN 17-02) Negotiating Parties: City of Baldwin Park and Lih Ping Henry Liou, Baldwin Park TALE Corp. Special Meeting of 02/06/19 Page 2 of 4 C. Property: 4150 Puente Avenue (CAN 17-06) Negotiating Parties: City of Baldwin Park and Shaun Bershatski, RUKLI, Inc. D. Property: 13111 Spring Street & 428 Cloverleaf Drive (CAN 17- 07) Negotiating Parties: City of Baldwin Park and Ming Hong Huang, 428 Cloverleaf, LLC. E. Property: 5117 Calmview Avenue (CAN 17-08) Negotiating Parties: City of Baldwin Park and Victor Chevez and Helen Chau, Casa Verde Group F. Property: 13467 Dalewood Street (CAN 17-09) Negotiating Parties: City of Baldwin Park and Darrin Oganesian and Ryan Oganesian, RD Baldwin Park G. Property: 14837 & 14841 Ramona Boulevard (CAN 17-10) Negotiating Parties: City of Baldwin Park and Phil Reyes, and Alexis Reyes, Organic Management Solutions, LLC. H. Property: 5148 Bleecker Street (CAN 17-12) Negotiating Parties: City of Baldwin Park and Sergio Torres, Enrique Vega and Moses Acosta, Medical Grade Farms BP Property: 15023 Ramona Boulevard (CAN 17-13) Negotiating Parties: City of Baldwin Park and Shaun Szameit, Joshua Pierce and Kevin Huebner, Kultiv8 Group, LLC. J. Property: 4621 Littlejohn Street (CAN 17-15) Negotiating Parties: City of Baldwin Park and Teresa Tsai, GSC Capital Group K. Property: 5157 Azusa Canyon Road (CAN 17-17) Negotiating Parties: City of Baldwin Park and Mike Sandoval and Ed Barraza, Elite Green Cultivators L. Property: 5175 Commerce Drive (CAN 17-18) Negotiating Parties: City of Baldwin Park and Linda Thong, Pacific Cultivation, LLC. Special Meeting of 02/06/19 Page 3 of 4 M. Property: 13450 Brooks Drive, Unit A & C (CAN 17-27) Negotiating Parties: City of Baldwin Park and Jonathan Yuan Kai Lee, Jefferson Liou, and Jerrell Austin Shepp, Cloud Control, Inc. N. Property: 4802 Littlejohn Street (CAN 17-28) Negotiating Parties: City of Baldwin Park and Marco Perez and Ren Yoneyama, VRD, Inc. O. Property: 13460 Brooks Drive (CAN 17-31) Negotiating Parties: City of Baldwin Park and Sigrid Lopez and Artem Karapetyan, Green Health Industries, LLC. 5. Conference With Legal Counsel—Anticipated Litigation Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code Section 54956.9: Potential Case(s): Two (2) ADJOURNMENT There being no further business, motion was made by Mayor Lozano, seconded by Council Member Avila, to adjourn the meeting at 7:19 p.m. REPORT ON CLOSED SESSION* Mayor Lozano stated no reportable action was taken. Manuel Lozano, Mayor ATTEST: Jean M. Ayala, City Clerk Special Meeting of 02/06/19 Page 4 of 4 Attachment 2 Regular Meeting Minutes for 02/06/19 MINUTES BALDWIN PARK CITY COUNCIL REGULAR MEETING February 6 2019, 7:00 P.M. COUNCIL CHAMBER - 14403 E. Pacific Avenue, Baldwin Park, 91706 These minutes are presented in Agenda order. Various announcements or discussions may have occurred before or after the title under which they are presented. CALL TO ORDER The meeting was called to order by Mayor Lozano at 7:25 p.m. INVOCATION The invocation was provided by Pastor Jackson and Pastor Flores. PLEDGE OF ALLEGIANCE The Pledge of Allegiance was led by Mayor Lozano. ROLL CALL MEMBERS PRESENT: Council Member Alejandra Avila Council Member Ricardo Pacheco Mayor Pro Tem Monica Garcia Mayor Manuel Lozano MEMBERS ABSENT: Council Member Ricardo Pacheco Motion: It was moved by Mayor Lozano, seconded by Mayor Pro Tem Garcia to excuse Council Member Pacheco from the meeting. Motion carried by unanimous consent. REPORT ON CLOSED SESSION Mayor Lozano announced no reportable action was taken. ANNOUNCEMENTS Mayor Lozano commented on the well -attended homeless count event and thanked staff for their participation. PROCLAMATIONS, COMMENDATIONS & PRESENTATIONS • Measure H Funding Presentation By Recreation and Community Services Yuriko Ruizesparza provide an overview of Measure H, the grants received and the grants they wish to obtain. The City Council further examined the amount of money allocated towards housing upon further discussion. Mayor Pro Tem Garcia reported on her attendance to the Independent Cities Association and the information gathered concerning cannabis concerns and emergency preparedness matters. Council Member Avila reported attending the League of California Cities for newly elected where homelessness was addressed. Javier Vargas, Margarita Vargas, David Muse, David Vela, Terri Muse, Marlene Garcia and Mike Tue were acknowledged by the City Council. Mayor Lozano requested the meeting be adjourned in memory of Armando Flores. PUBLIC COMMUNICATIONS Mayor Lozano opened Public Communications at 7:55 p.m. and noted that each speaker was permitted a total of three (3) minutes to speak. Eduardo Saucedo congratulated all elected officials and commented on issues concerning his neighborhood. Mr. Luna reported a handicapped person who seemed to be in danger while crossing Baldwin Park Boulevard in the city and spoke on measure H funding. Erik Pena commended staff and the City Council for an outstanding job with bulky item pick-up. Mr. Rios spoke on homelessness issues and on his efforts to supply them with food; the need to unite as a community and assist the homeless; and also commented on parking issues during tournaments at the parks in the weekends. Teri Muse announced applications for scholarships were currently being accepted by Waste Management Inc., encouraged interested parties to join their internship program, and invited residents to events. Ms. Muse thanked Public Works staff for addressing graffiti issues. Marlene Garcia applauded the trolley services for residents and thanked the City Council for their efforts and hard work. Christina Larios, Baldwin Park Library Manager announced upcoming events at the library. Regular Meeting of 02/06/19 Page 2 of 5 Mayor Lozano closed public communications at 8:15 p.m. CONSENT CALENDAR All items listed under the consent calendar are considered to be routine business by the Board Members and were approved with one motion. MOTION: It was moved by Mayor Lozano, seconded by Council Member Avila to approve the Consent Calendar with the exception of Item No. 9. Motion carried by unanimous consent. 1. Warrants and Demands The City Council ratified the attached Warrants and Demands Register. 2. Meeting Minutes The City Council received and filed the following Meeting Minutes: A. Meeting Minutes of the Special City Council Meetings held on January 16, 2019. B. Meeting Minutes of the Regular City Council Meetings held on January 16, 2019. 3. Award of Bid for City Project No. 2018-0268 — Chevalier Avenue Drainage Improvements The City Council: 1.) Approved and awarded the contract to Gentry Brothers, Inc. out of Irwindale, CA in the amount of $106,620; and 2.) Authorized the Mayor and City Clerk to execute the contract for the drainage improvements. 4. Accept Plans and Specifications and Authorize Publishing of a Notice Inviting Bids for City Project No. 2018-0273, CIP No. 19-113 — Walnut Creek Nature Park Improvements Phase III Including Minor Improvements to Morgan Park The City Council approved the plans and specifications and authorized the publishing of a Notice Inviting Bids for City Project No. 2018-0273 — WCNP Improvements, Phase III Project and Improvements at Morgan Park CIP No. 19-113. 5. Accept and Authorize the Filing of a Notice of Completion for Citywide Parkway Planting Project The City Council: 1.) Accepted the construction improvements by San Gabriel Valley Conservation Corps and authorized the recordation of a Notice of Completion; and 2.) Authorized staff to submit for grant reimbursement from Los Angeles County Regional Park and Open Space District. 6. Ratification of Amendment No. 1 to the Design Services Agreement (DSA) with Southern California Regional Rail Authority (SCRRA) The City Council ratified contract Amendment No. 1 to the DSA with SCRRA and authorized the Mayor to execute the ratified Amendment. Regular Meeting of 02/06/19 Page 3 of 5 7. Authorization to Advertise the Request for Proposal for Professional Pyrotechnic Services Related to the 4th of July Fireworks Celebration The City Council: 1.) Authorized the advertisement of the Request for Proposal (RFP) for professional pyrotechnic services related to the 4th of July Fireworks Celebration. 8. Transfer of the new Public Information Officer Contract to VELADA Consulting LLC The City Council: 1.) Accepted the termination notice from USG; and 2.) Accepted the proposal of VELADA Consulting LLC, for one year with the option to renew for two additional years subject to approval of the CEO and direct the City Attorney to prepare a standard consultant agreement to be executed by the Mayor; and 3.) Authorized the Finance Director to make any necessary budget adjustments. 9. Second Reading of Ordinance No. 1435 Entitled: "An Ordinance of the City Council of the City of Baldwin Park, California, Authorizing the City of Baldwin Park to Enter Into a Development Agreement with Tier One Consulting for the Cultivation and/or Manufacturing of Cannabis at the Real Property Located at 1516 Virginia Avenue (APN 8558-029-031) within the City of Baldwin Park" This item was not considered and tabled until further notice as recommended by city staff. 10. Second Reading of Ordinance No. 1436 Entitled: "An Amended Ordinance of the City Council of the City of Baldwin Park Regulating the Business of Sidewalk Vending as Defined by State Law" The City Council waived reading and adopted Ordinance No. 1436, entitled: "AN AMENDED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK REGULATING THE BUSINESS OF SIDEWALK VENDING AS DEFINED BY STATE LAW". 11. Amendment to City Attorney Contract The City Council ratified the amendments to the City Attorney contract for City Attorney services. PUBLIC HEARING 12. A Request to the City Council from the Planning Commission on an Amendment to the Development Agreement 18-14 to Change the Location from 4802 Littlejohn Street to 15010 Arrow Highway, for a Cannabis Cultivation and Manufacturing Facility within the IC, Industrial Commercial Zone Pursuant to Ordinance 1408 (Location: 4802 Littlejohn Street; Applicant: VRD Inc.; Case Number DA -18-14) Mayor Lozano opened the public hearing at 8:16 p.m. Seeing no one wishing to speak, Mayor Lozano closed the public hearing at 8:17 p.m. MOTION: It was moved by Mayor Lozano, seconded by Mayor Pro Tem Garcia to Regular Meeting of 02/06/19 Page 4 of 5 introduce for first reading, by title only and waive further reading, Ordinance 1437, entitled: "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH VRD INC. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 15010 ARROW HIGHWAY (APN 8535-023-011) WITHIN THE CITY OF BALDWIN PARK". REPORTS OF OFFICERS 13. Approve and Adopt Resolution No. 2019-001 Entitled, "A Resolution of the City Council of the City of Baldwin Park, California, Appointing Representatives and Alternates as Official Representatives of the City", and Review and Appoint Members to the Established Committees, as Appropriate MOTION: It was moved by Mayor Lozano, seconded by Mayor Pro Tem Garcia to review and appoint members to the positions of representatives and alternates of the established committees and organizations presented in Resolution No. 2019-001, entitled "A Resolution of the City Council of the City of Baldwin Park, California, Appointing Representatives and Alternates as Official Representatives of the City". The City Council directed staff to bring back this item to make remaining appointments at the next regularly scheduled meeting. CITY COUNCIL / CITY CLERK / CITY TREASURER / STAFF REQUESTS & COMMUNICATIONS • None listed. Mayor Lozano commented on a letter received concerning certain allegations and stated a full investigation would be conducted to address the issue. ADJOURNMENT There being no other business to discuss, and all other matters having been addressed, a motion was made by Mayor Lozano, seconded by Mayor Pro Tem Monica Garcia, to adjourn the meeting at 8:28 p.m. Mayor ATTEST: Manuel Lozano, Mayor Jean M. Ayala, City Clerk APPROVED: Regular Meeting of 02/06/19 Page 5 of 5 ITEM NO. L4 TO: Honorable Mayor and Members the City Council FROM: Shannon Yauchze ief Executive Officer Laura J. Thoma , an Resources & Risk Manager DATE: March 6, 2019 SUBJECT: Claim Rejection SUMMARY This report seeks City Council consideration and direction to reject the Claims for Damages to person or property received for filing against the City of Baldwin Park. RECOMMENDATION Staff recommends that City Council reject the following claims and direct staff to send the appropriate notice of rejection to claimant(s): Farias, Adrian The claimant alleges that personal property was taken from his car after the BPPD towed and impounded his vehicle. Juarez, Lori The claimant alleges the BP trolley rear- ended her vehicle pushing it into a BP school bus. Magana, Kristin The claimant alleges her vehicle was illegally towed and stored. Orozco, Daniel The claimant claims he was falsely arrested and assaulted by the police for no reason. Rubalcaba Jr., Roberto Car stolen and recovered. Claimant alleges excessive and storage fees. Velasquez, Raymond Claimant alleges he damaged his bumper from trench in street Tang, David The claimant drove over a pothole damaging his tire and rim. This government claim, and all government claims, should be considered as potential lawsuits in the future. Thus, it is requested that all City Staff, the Mayor and all Councilmembers refrain from making any statements, whether public or private in nature. It is important that no statements be made so as to not prejudice this claim in any way which can happen if public or private comments are made about this claim by City staff or Councilmembers. FISCAL IMPACT Fiscal impact is unknown at this time. BACKGROUND 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 motion and that the claimants are sent written notification of said action. ALTERNATIVES There are no other alternatives for the Council to consider since rejection of the claims is necessary for the Statute of Limitations to begin on the claims received. LEGAL REVIEW This report has been reviewed and approved by the City Attorney as to legal form and content. STAFF REPORT ITEM NO. 5 TO: Honorable Mayor and Members of the City Council FROM: Sam Gutierrez, Director of Public Works DATE: March 6, 2019 SUBJECT: Accept and Authorize the Filing of a Notice of Completion for City Project No. 2018-0219 Maine Avenue Complete Street Improvements (Phase 1A) and Approval of Additional Fund Appropriations for Project Close -Out Costs - SUMMARY This report seeks City Council consideration for acceptance of construction improvements for the Maine Avenue Complete Streets Project and authorize the filing of a Notice of Completion (NOC) with the Los Angeles County Recorder's Office. This action will also close-out the construction contract with Los Angeles Engineering, Inc. (LAE) and authorize the preparation and submittal of the Active Transportation Program (ATP) Grant Final Report to the State of California Department of Transportation (Caltrans). Lastly, this action will approve budget adjustments and appropriations that will reconcile all expenditures related to the project to date. RECOMMENDATION Staff recommends that Council: 1. Accept the construction improvements by Los Angeles Engineering, Inc. and authorize the recordation of a Notice of Completion for City Project No. 2018-0219; and, 2. Authorize the Finance Director to appropriate $70,778 from Prop C funds and perform any necessary budget adjustments; and, 3. Authorize the release of retention funds in the amount of $126,914.33 upon the expiration of 35 - day notice period. FISCAL IMPACT There is no impact to the General Fund. The project is funded using an Active Transportation Program (ATP) Grant and Prop C - Local Return Funds in the approved Capital Improvements Program (CIP) for FY 2018-19. To close-out the contract and reconcile project expenditures to date, an additional appropriation in the amount of $70,778 from Prop C funds is needed. Prop C #245-50-520-58100-15698 CIP No. 19-22 $746,688 ATP Cycle 1 Grant- #270-50-520-58100-15698 CIP No. 19-22 $2,201,000 Pro C - #245-50-520-58100-15698 additional appropriation) $70,778 Total Available Funds $3,018,466 7777777 Construction Contract(including Change Orders $2,538,287 CM/Inspection $164,815 Funds Management and Materials Testing $31,165 Reconciliation of design services costs $284,199 Total Project Costs $3,018,466 BACKGROUND The City of Baldwin Park solidified its commitment to the Complete Streets philosophy through the adoption of a comprehensive Complete Streets Policy in August of 2011, the creation of the Manual for Living Streets Design in May 2012 and the adoption of a resolution establishing a Green Streets Policy in December 2013. The Complete Streets Policy came about from significant community involvement going back to the Walk Baldwin Park Walkability Audit and Assessment in 2006, followed by the Summer Community Workshops in 2009, the Local Government Commission 5 -Day Design Fair in 2010 and the Complete Streets Community Meeting in late 2010. Throughout this period the City worked closely with its community partners including the Baldwin Park Resident Advisory Council, the People on the Move Collaborate, California Center for Public Health Advocacy and the Healthy Teens on the Move group. Through the collaborative efforts of City and its community partners Maine Avenue between Los Angeles Street and Arrow Highway was identified as a priority location that would benefit greatly by the implementation of the Complete Streets Policy, Living Streets Manual and Green Streets resolution. The City received its first grant for improvements along Maine Avenue and in line with the Complete Streets Policy in October 2011. The Grant was in the amount of $1,000,000 and included pedestrian and bicycle safety improvements through the Federal Safe Routes to School (SRTS) Program. In August 2014, the City was awarded another Grant in the amount of $2,201,000 through the Active Transportation Program (ATP), Cycle 1 for additional Complete Street improvements along the same route as the Federal SRTS Grant. On April 17, 2013, the City Council awarded a design contract for the project to Stantec Consulting Services and on December 3, 2014, the contract was amended to include additional scope covered under the ATP Grant. Included in Stantec's expanded design scope, were Complete Street elements such as a roundabout feature at the intersection of Olive Street, a hydraulic study, mapping, and required supporting documents to obtain Los Angeles County Flood Control permits. Stantec completed the design work and delivered bid -ready plans and specifications to the City in late 2016. Total costs for these services were intended to be funded with Prop C Funds but were inadvertently expended and logged under the City's grant fund account. Approval of this report will reconcile this expenditure. On January 19, 2017, the California Transportation Commission (CTC) approved the $2,201,000 ATP Grant Funds. This approval was for construction expenditures only and did not cover any prior expenditures for the project, including design costs. This action also set the timeline for completion of the improvements and required that construction commence within six (6) months of CTC approval. Due to the complex and strenuous federal approval process, the City did not obtain Federal construction authorization for the SRTS portion of the project in time to meet the ATP deadline. To meet the requirement and avoid losing the funds, staff separated the project into two (2) phases — Phases 1A and 1 B. DISCUSSION This project was the City's first "Complete Streets" project consisting of bicycle, pedestrian and street improvements along Maine Avenue between Los Angeles Street and Olive Street. The project aimed to construct, install and enhance safety features and measures for the benefit of all users of the roadway. The completed improvements include the construction of bulb -outs, widening and extension of sidewalks, ADA accessible curb ramps, high visibility crosswalk and signage, catch basin relocations, drought tolerant landscaping including irrigation, rain gardens with water capture systems, traffic signal adjustments and striping and marking enhancements for Class II bike paths on both sides of Maine Avenue. On January 14, 2018 the project was noticed for inviting bids. On January 25, 2018, a total of seven (7) bids were received. Los Angeles Engineering, Inc. (LAE) was determined as the lowest responsive and responsible bidder and on January 30, 2018, Council awarded a construction contract to LAE in the amount $2,245,803. The original bid was for $3,040,500, however, a reduction of scope in the amount of $794,697 was negotiated with the contractor to bring the project within budget. The reduced scope of improvements will be moved to Phase 1 B. The City authorized the Notice to Proceed for the construction project on April 23, 2018. The bided project scope consisted of installing ADA compliant improvements including Safe Route to School design elements (i.e. sidewalks, driveways, wheelchair ramps, constructed bike lanes with detection at signalized intersections, storm water quality improvements (i.e. rain gardens), traffic signal pole relocations, landscape/Irrigation, installation of a roundabout at the intersection of Olive Street and improved the street pavement by reconstructing street segments intersecting Maine Ave. However, due to bid exceeding the budget, staff decided to move the construction of the roundabout to Phase 1 B. The project suffered various setbacks during construction. Most notably were the relocation of third - party utility main lines and changes arising from the relocation of catch basins and their lateral connections due to unforeseen conflicts during excavation. LAE encountered various underground communication and water facilities that made it difficult to connect to the new catch basins and required an amendment to our connection permit with Los Angeles County Public Works Department. Changes also included the removal of the bio -filtration devices due to the County's long lead time required through their approval process of the stormwater devices. Also, amid the changes, was the installation of a new solar -powered irrigation controller which was done to avoid a two -months delay due to the installation of Southern California Edison (SCE) electrical service pedestal. Another notable change was the adjustment to the project schedule to accommodate the first annual "Open Streets" event of October 16, 2018, where Maine Avenue was closed to through traffic to allow use by cyclist, scooter, skate boarders, runners, and walkers full street access. Pre -event activities included having LAE fill trenches, build temporary sidewalk, curbs, hand water new landscaping, additional cleanup efforts and traffic control was also necessary. A total of 54 change orders were executed during the project. LAE has completed all work required of this project as of November 23, 2018. Staff has accepted the improvements and is requesting City Council approval for the filling of a Notice of Completion to be recorded with the Los Angeles County Recorder's Office. The final construction cost of the project is $2,538,286.57 which includes $292,483.57 in change orders and a retention amount of $126,914.33 which will be released to LAE after 35 days of filing the Project Notice of Completion (NOC). Additional project costs include $195,980 for construction management, inspection, fund management and materials testing services. In an effort to reconcile expenditures for design services that were inadvertently logged under the City's grants fund account an appropriation of $284,199.24 is required. The grand total cost of the project to date inclusive of this appropriation as well as appropriations for construction change order costs is $3,018,465.74. Of this amount, the City is expecting ATP Grant funds to be reimbursed by Caltrans in the amount of $2,201,000 which will be released upon completion and submittal of the final report. LEGAL REVIEW None Required. ATTACHEMENT 1. Notice of Completion Attachment 1 Notice of Completion RECORDING REQUESTED BY: CITY OF BALDWIN PARK When Recorded Return To: Name: CITY OF BALDWIN PARK Address: 14403 East Pacific Avenue Baldwin Park, CA 91706 SPACE ABOVE THIS LINE FOR RECORDER'S USE APN: N/A NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: 1. A certain work of improvement on the property hereinafter described and known as: City Project No. 2018-0219, Maine Avenue Complete Streets, CIP Project No. 22 for the City of Baldwin Park and was ACCEPTED by the City Council on: March 6, 2019. 2. The FULL NAME of the OWNER is City of Baldwin Park 3. The FULL ADDRESS of the OWNER is 14403 E. Pacific Avenue, Baldwin Park, CA 91706 4. A work of improvement on the property hereinafter described was COMPLETED on November 23, 2018 5. The work of improvement completed is described as follows: Maine Avenue Complete Streets, CIP Project No. 22 6. THE NAME OF THE ORIGINAL CONTRACTOR, if any, for such work of improvement is Los Angeles Engineering, Inc. 7. The street address or location of said property is Maine Avenue from Los Angeles Street to Olive Street in the Citv of Baldwin Park The undersigned, being duly sworn, is the Public Works for the City of Baldwin Park, makes this verification on behalf of said entity, has read the foregoing and knows the contents thereof, and that the facts stated herein are true. By: David Lopez, Associate Engineer - Date: I certify (or declare) under penalty of perjury that the foregoing is true and correct. Date Signature Sam Gutierrez, Director of Public Works City of Baldwin Park, City Hall Place of Execution STAFF REPORT ITEM NO. 6 TO: Honorable Mayor and Members of the City Council FROM: Sam Gutierrez, Director of Public Work DATE: March 6, 2019 �" Y SUBJECT: Resolution No. 2019-003 Initiating the Proceedings and Ordering Preparation of the Engineer's Report for the Citywide Landscape and Lighting Maintenance Assessment District for FY2019-2020 SUMMARY This report requests that the City Council adopt the attached resolution authorizing the initiation of the FY2019-20 Citywide Landscaping and Lighting Maintenance Assessment District (LLMD) and order the preparation of the Engineers Report. RECOMMENDATION Staff recommends that Council: Adopt Resolution No. 2019-003 entitled, "A Resolution of the City Council of the City of Baldwin Park, California, authorizing the initiation of the proceedings and ordering the preparation of the Engineer's Report for the FY 2019-20 levy of annual assessments for the City of Baldwin Park Landscaping and Lighting Maintenance District pursuant to the provisions of Division 15, Part 2 of the State of California Streets and Highway Code." FISCAL IMPACT The Engineers Report will include more refined details of anticipated revenues and costs. The draft budget for FY2019-20 will anticipate revenues for Fund 251 -Street Light Landscape to be $1,788,514 which includes LLMD assessments estimated at $913,014, Ad -Valorem revenue estimated at $774,000, and earnings from late taxes and penalties estimated at $101,500. The cost to operate and maintain the landscaping and lighting improvements is planned to be in balance with the revenue. The revenues and cost for FY2019-20 are expected to be very similar to the FY2018-19 LLMD budget. BACKGROUND The City has an annual program for the maintenance landscaping and lighting improvements, as well as open space improvements, including the maintenance and operation of traffic signals, street lights, median landscaping, and street trees. For the past 27 years this program has been funded through the annual special assessments of the LLMD. The adoption of a resolution is required to initiate the proceedings and order the preparation of an Engineers Report. LEGAL REVIEW This report has been reviewed and approved by the City Attorney as to legal form and content. ATTACHEMENT 1. Resolution No. 2019-003 Attachment 1 Resolution 2019-003 Attachment RESOLUTION NO. 2019-003 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE INITIATION OF THE PROCEEDINGS AND ORDERING THE PREPARATION OF THE ENGINEER'S REPORT FOR THE FY 2019-20 LEVY OF ANNUAL ASSESSMENTS FOR THE CITY OF BALDWIN PARK LANDSCAPING AND LIGHTING MAINTENANCE DISTRICT PURSUANT TO THE PROVISIONS OF DIVISION 15, PART 2 OF THE STATE OF CALIFORNIA STREETS AND HIGHWAYS CODE WHEREAS, the City Council of the City of Baldwin Park has previously formed a Landscaping and Lighting Maintenance District (hereinafter referred to as the District) pursuant to the terms and provisions of the "Landscaping and Lighting Act of 1972", Division 15, Part 2 of the Streets and Highways Code of the State of California; and WHEREAS, at this time, this City Council desires to conduct proceedings to provide for the annual levy of assessments for the next ensuing fiscal year, to provide for the costs and expenses necessary for continual maintenance of improvements within said District; and WHEREAS, the provisions of said Division 15, Part 2, require a written report in accordance with Chapter 3 (commencing with Section 22620). NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BALDWIN PARK DOES RESOLVE AS FOLLOWS: SECTION 1. That the above recitals are all true, correct, and are hereby incorporated herein. SECTION 2. The Director of Public Works is hereby ordered to prepare and file with the City Council a report relating to the FY 2019-20 levy of annual assessments for said District in accordance with the Provisions of Chapter 3 (commencing with Section 22620) of Division 15, Part 2 of the State of California Streets and Highways Code. SECTION 3. Upon completion, said Report shall be filed with the City Clerk who shall then submit the same to this City Council for its consideration pursuant to Section 22623 of said Streets and Highways Code. Resolution No. 2019-003 Initiation of Proceedings and Ordering of Engineer's Report Landscaping and Lighting Maintenance District Page 2 PASSED, APPROVED, AND ADOPTED this 6th day of March 2019. MANUEL LOZANO MAYOR ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) SS: CITY OF BALDWIN PARK ) I, Jean M. Ayala, City Clerk of the City of Baldwin Park do hereby certify that the foregoing Resolution No. 2019-003 was duly adopted by the City Council of the City of Baldwin Park at the regular meeting thereof held on March 6, 2019 and that the same was adopted by the following vote to wit: AYES: NOES: ABSENT: ABSTAIN: Jean M. Ayala CITY CLERK STAFF REPORT ITEM NO. 7 TO: Honorable Mayor and Members of the City Council FROM: Sam Gutierrez, Director of Public Work DATE: March 6, 2019 Ply SUBJECT: Resolution No. 2019-004 Initiating the Proceedings and Ordering Preparation of the Engineer's Report for the Parks Maintenance Assessment District for FY2019-2020 SUMMARY This report requests that the City Council consider the adoption of the attached resolution, which would authorize the initiation of the FY2019-2020 Parks Maintenance Assessment District (PMAD) and order the preparation of the Engineers report. RECOMMENDATION Staff recommends that Council: Adopt Resolution No. 2019-004 entitled, "A Resolution of the City Council of the City of Baldwin Park, California, authorizing the initiation of the proceedings and ordering the preparation of the Engineer's Report for the FY 2019-20 levy of annual assessments for the City of Baldwin Park Parks Maintenance Assessment District pursuant to the provisions of Division 15, Part 2 of the State of California Streets and Highways Code." FISCAL IMPACT The Park Maintenance Assessment District Fund 252 for FY2019-2020 is estimated at $802,824. The Engineers Report will provide detailed fiscal analysis including any anticipated subsidy participation by the General Fund. BACKGROUND The City has an annual program for the maintenance of City parks. The financial support for this program is provided through the PMAD. The PMAD, formed in FY1996-1997, was established in conformance with Proposition 218. The adoption of the resolution is required to initiate the annual proceedings and order the preparation of the Engineers Report. LEGAL REVIEW This report has been reviewed and approved by the City Attorney as to legal form and content. ATTACHEMENT 1. Resolution No. 2019-004 Attachment 1 Resolution 2019-004 Attachment RESOLUTION NO. 2019-004 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE INITIATION OF THE PROCEEDINGS AND ORDERING THE PREPARATION OF THE ENGINEER'S REPORT FOR THE FY 2019- 20 LEVY OF ANNUAL ASSESSMENTS FOR THE PARKS MAINTENANCE DISTRICT PURSUANT TO THE PROVISIONS OF DIVISION 15, PART 2 OF THE STATE OF CALIFORNIA STREETS AND HIGHWAYS CODE WHEREAS, the City Council of the City of Baldwin Park has previously formed a Parks Maintenance District (hereinafter referred to as the District) pursuant to the terms and provisions of the "Landscaping and Lighting Act of 1972", Division 15, Part 2 of the Streets and Highways Code of the State of California; and WHEREAS, at this time, this City Council desires to conduct proceedings to provide for the annual levy of assessments for the next ensuing fiscal year, to provide for the costs and expenses necessary for continual maintenance of improvements within said District; and WHEREAS, the provisions of said Division 15, Part 2, require a written report in accordance with Chapter 3 (commencing with Section 22620). NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BALDWIN PARK DOES RESOLVE AS FOLLOWS: SECTION 1. That the above recitals are all true, correct, and are. hereby incorporated herein. SECTION 2. The Director of Public Works is hereby ordered to prepare and file with the City Council a report relating to the FY 2019-20 levy of annual assessments for said District in accordance with the Provisions of Chapter 3 (commencing with Section 22620) of Division 15, Part 2 of the State of California Streets and Highways Code. SECTION 3. Upon completion, said Report shall be filed with the City Clerk who shall then submit the same to this City Council for its consideration pursuant to Section 22623 of said Streets and Highways Code. Resolution No. 2019-004 Initiation of Proceedings and Ordering of Engineer's Report Park Maintenance District Page 2 PASSED, APPROVED, AND ADOPTED this 6t" day of March 2019 MANUEL LOZANO MAYOR ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS: CITY OF BALDWIN PARK ) I, Jean M. Ayala, City Clerk of the City of Baldwin Park do hereby certify that the foregoing Resolution No. 2019-004 was duly adopted by the City Council of the City of Baldwin Park at a regular meeting thereof held on March 6, 2019 and that the same was adopted by the following vote to wit: AYES: NOES: ABSENT: ABSTAIN: JEAN M. AYALA CITY CLERK STAFF REPORT TO: FROM: DATE: SUBJECT: ITEM NO. U Honorable Mayor and Members of the City,unci) Sam Gutierrez, Director of Public Work March 6, 2019 Award of Bid for City Project No. 2018-0269 — Various Street Improvements Project SUMMARY This item will authorize the award of contract for City Project No. 2018-0269 — Various Street Improvements Project to Gentry Brothers, Inc. of Irwindale, CA. This project is listed in the current Fiscal Year 18-19 Capital Improvement Program (CIP #037). The project work consists of paving a collection of twelve (12) residential and arterial corridors totaling approximately 2.5 centerline miles. Proposed improvements include cold mill and asphalt concrete overlay, removing and replacing damaged sidewalk, curb and gutter, upgrading and constructing new access ramps, adjusting maintenance sewer and storm drain covers, installing striping and pavement messages, and all appurtenant work per the plans and specifications. RECOMMENDATION It is recommended that the City Council: 1. Approve and award the contract to Gentry Brothers, Inc. of Irwindale, CA in the amount of $1,757,172.50; and 2. Authorize the Mayor and City Clerk to execute the contract for Various Street Improvements Project; and 3. Authorize the Director of Finance to appropriate $280,855.22 from fund #255 — Measure M to Account #255-50-58100-15625. FISCAL IMPACT There is no impact the general fund at this time. The following table lists the funds available for the project which is listed in FY 2018-19 #CIP19-037. Gas Tax — Fund #240-50-520-58100-15625 $105,802.00 Proposition C — Fund #245-50-520-58100-15625 $839,242.00 CIP-037 Measure R Local Return — Fund #254-50-520-58100-15625 $180,000.00 Measure M — Fund #255-50-520-58100-15625 $175,544.00 S131 Road Repair & Accountability — Fund #256-50-520-58100-15625 $400,000.00 A ro riate I Measure M — Fund #255-50-520-58100-15625 $285,655.75 Total Available Funds $1,986,243.75 Construction Contract $1,757,172.50 Construction Inspection 3% $53,354 Contingency 10% $175,717.25 Total Construction Costs $1,986,243.75 Attachment 1 Location Map STAFF REPORT ITEM NO. 7 TO: Honorable Mayor and Members of the City Council FROM: Sam Gutierrez, Director of Public Works DATE: March 6, 2018 ?.4� SUBJECT: Approval Request to Appropriate Additional Funds for City Project No. 2018-0241 — Natural Gas (CNG) Fast -Fill Facility SUMMARY This item seeks City Council consideration for the approval of additional funds appropriation for Project No. 2018-0241 (CIP 19-20) — for the Construction of a Compressed Natural Gas (CNG) Facility at Badillo Street and Ramona Boulevard in the amount of $240,198. A portion of this appropriation amount will come from realized savings from completed Capital Improvement Projects during this fiscal year. RECOMMENDATION It is recommended that the City Council: 1. Authorize the Finance Director to re -appropriate fund savings from completed CIP Projects in the amount of $150,380 and appropriate Measure M Funds in the amount of $89,818 for a total amount of $240,198 for the construction of the CNG fast -fill Station; and, 2. Authorize the Public Works Director to execute an agreement with Valley County Water District (VCWD) for water works relocation in an amount not -to -exceed $35,000. FISCAL IMPACT There is no impact to the general fund. The project is part of the FY 2018/2019 CIP. The following tables lists the funds available and fund appropriations for this project for fiscal year 2018/2019. Prop C Local Return Program — Transfer from Acct. #245-50-520- $83,500 58100-15732 to Acct. #245-50-520-58110-15507 Re -appropriate Measure R — Transfer from Acct. #254-50-520-58100-15861 to Acct. $35,300 #254-50-520-58110-15507 Measure M — Transfer from Acct. #255-50-520-58100-15861 to Acct. $21,580 #255-50-520-58110-15507 Appropriate Measure M Fund 255 to Acct. #255-50-520-58110-15507 $89,817 Total A ro riation of Funds $240,198 BACKGROUND In 2013, the California Environmental Protection Agency (EPA) identified the City of Baldwin Park as one of the cities with the highest polluted air in the State. In an effort to improve air quality in the region, the South Coast Air Quality Management District (SCAQMD) has established a grant program to fund solutions to reducing air pollution from motor vehicles through its MSRC grant funding program. Both the City and County agree with SCAQMD that the establishment of a CNG refueling station within this region will help to improve the environmental, economic and social well-being of its surrounding and adjacent communities while maximizing and leveraging resources. On February 14, 2014, the City was awarded a grant of $400,000 from SCAQMD's Mobile Source Air Pollution Reduction Review Committee (MSRC) under its Local Government Match Program to construct a CNG refueling station on City -owned property near the intersection of Ramona Boulevard and Badillo Street, adjacent to the County of Los Angeles Public Works Maintenance Facility (14747 Ramona Blvd.). On October 15, 2014, the City Council approved a cost sharing agreement with the County to contribute an equal share of $400,000 toward the construction of the refueling station and to supply the County with compressed natural gas for its maintenance vehicles. On February 7, 2017, the County approved the contribution of $400,000 toward the construction on a new CNG Fast -fill facility with the expectation to equally share in the uses of compressed natural gas for its maintenance vehicles. The CNG refueling station will include two fast fill dispensers for both City and County vehicles as well as a `for fee' pricing for the general public. A separately metered slow fill natural line will also be installed into the County facility for the overnight CNG fueling of their County vehicles. On March 1, 2017, the City Council authorized the $594,868 purchase of Galileo Technologies Micro Box Refueling Station Compressed Natural Gas (CNG) System Unit and Storage System. The authorization allowed for inclusion of a heavy-duty dispenser and fast -fill unit for larger trucks and transit vehicles. On August 2017, the design of the fast -fill fueling system was awarded to Evan Brooks Associates (EBA) in an amount not to exceed $78,225. On April 4, 2018 City Council accepted the design plans and specifications for the project and authorized staff to advertise the project on October 18 and 25, 2018. DISCUSSION This Project will provide a joint agency refueling facility for the County of Los Angeles and the City of Baldwin Park, to be located at Badillo Street and Ramona Boulevard. With the Compressor unit already purchase and in storage awaiting installation, the primary objective of this project is for the construction of the site, to include setting up natural gas and electrical needs for the unit, constructing a concrete pad for the unit, constructing a block wall and appropriate landscaping for visual mitigations and protection, as well as construction of the fueling equipment on both City and County specified areas. During the design process, a water main line was identified to be 3 inch size and to be relocated by Valley County Water District (VCWD) approved contractor; however, a 12 inch size main line was discovered after bid opening. Staff considered multiple options to accommodate the water main relocation, but could not have anticipated that the 12 inch water main costs would have been outside the approved project budget. To help expedite the process, VCWD's engineering firm will design the relocation of the 12 inch main line and will bid out the project. An agreement with the City will be required to proceed with the main line relocation work. Additionally, the total cost of the purchase of the Galileo Microbox CNG compressor unit was unaccounted for during the award of construction contract. To offset this shortfall, Staff identified project savings from completed work during FY 2018/2019. A total amount of $150,380 in project savings is being requested to be transferred from the Safe Routes to Schools Improvements CIP No. 19-106 and Chevalier Street Improvements project CIP No. 19-93 to this project. Additionally, the requested appropriation of $89,817.21 of unused Measure M funds will be necessary to fully fund the project. ENVIRONMENTAL REVIEW The subject construction of a compressed natural gas (CNG) facility is exempt from the California Environmental Quality Act (CEQA) pursuant to Article 19 (Section 15303), Class 3, Subsection 3. Class 3 consists of construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities in small structures; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure. ALTERNATIVES The City Council may choose: 1. Not to appropriate additional funding for Project No. 2018-0241, but this is not recommended for it will cause the project to halt due to current project's budget inability to absorb the water main relocation costs. 2. Provide staff with alternative directions. LEGAL REVIEW None Required. ATTACHMENTS None required. STAFF RE ITEM NO. 10 SUMMARY The purpose of this staff report is for City Council to authorize the award of contract to Shaw Integrated Solutions for the replacement of City Hall first floor and carpet as it would be uneconomical to follow purchasing procedures since the supplies are available through an existing award contract and previously completed the bidding process and (ii) the welfare of the public therefore would be promoted by dispensing with the purchasing procedures as allowed in the City's Purchasing Ordinance Chapter 34 section 37 (A). RECOMMENDATION Staff recommends City Council: 1.) Waive formal bid procedures per the City's Purchasing Ordinance No. 1101 and Baldwin Park Municipal Code Chapter 34 section 37 (A); and 2.) Authorize the Mayor to Execute the Contract with Shaw Integrated Solutions and 3.) Authorize the Director of Finance to appropriate $20,701 of Federal Asset Forfeiture funds to cover the additional cost. FISCAL IMPACT The total project amount is $135,701.54 which includes a 10% contingency. The current Capital Improvement Project (CIP) budget has $115,000 of Federal Asset Forfeiture. The project has no fiscal impact to the general fund budget; the additional amount of $20,701 will be covered by the Federal Asset Forfeiture fund to complete the project. BACKGROUND At their September 5, 2018 City Council Meeting, City Council approved Fiscal Year (FY) 2018-2019 CIP budget, which included a line item under Cost Center 620 for the floor and carpet remodel for City Hall Police Department (first floor). A large portion of the carpet and flooring has reached its life of service and is showing considerable wear and fade. This project includes grinding of the entry coble stone, removal and disposal of existing carpet, baseboards, and surface flooring. The proposed vinyl and carpet tiles are commercial grade and can withhold high traffic use. The installation of the new baseboards, vinyl flooring and carpet tiles to match and transform the first floor. The majority of the installation will take place after hours and weekends. These supplies may be purchased under the Sourcewell (formerly National Joint Powers Alliance) Contract Agreement. Sourcewell is a joint powers association for public agencies with legal authority to serve as a contracting agency for municipalities. Staff is requesting to waive the formal bid process to allow staff to procure with a State authorized supplier as per the City Purchasing Ordinance Chapter 34 section 37 (A) that reads as follows; Attachment 1 Contract Service Agreement Whenever the Council finds that the public interest and convenience require, the City may purchase City supplies and equipment utilizing purchasing agreements maintained by the County, State, or other public agencies, without complying with the requirements of this chapter. The purchasing ordinance authorizes to "piggyback" since the contract was issued and already went through a bidding process at the time they were selected and made an authorized contractor. LEGAL REVIEW The City Attorney has reviewed and approved it as to form. ALTERNATIVES 1.) Provide alternative direction; or 2.) Approve formal bid procedures for the replacement of the flooring and carpet. ATTACHMENT 1.) Contract Service Agreement CONTRACT DOCUMENTS CONTRACT SERVICE AGREEMENT FOR City Project No. 2019-069 - Replace Flooring/Carpet Police Department THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this 6t" day of March, 2019 by and between the CITY OF BALDWIN PARK, a municipal corporation, (herein "City") and Shaw Industries, Inc., dba Shaw Integrated Solutions (herein "Contractor"). The parties hereto agree as follows: RECITALS A. City requires the construction and furnishing of all labor, material, equipment, services, and incidentals required by the Specifications, and contract documents. The general items of work involve the removal and installation as well as all labor, material, equipment, services, and incidentals required by the Specifications, and contract documents including proposals submitted by Contractor for job #99635 and #101627. The general items of work involve the installation of vinyl tile and carpet tile on the first floor of the Police Department at City Hall. In addition, provide care training for staff. Contractor has represented to City that Contractor is qualified to perform said services and has submitted a proposal to City for same. B. City desires to have Contractor perform said construction services on the terms and conditions set forth herein. NOW, THEREFORE, based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Contractor hereby agree as follows: SERVICES OF CONTRACTOR 1.1 Scope of Services — In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the Special and Technical Provisions, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. 1.2 Documents Included in Contract — This contract consists of the Specifications, Designation of Sub- contractors, Statement of Non -collusion by Contractor, Certification of Principal, Supplemental Information, this Contract Services Agreement, Faithful Performance Bond, Labor and Materials Bond, Warranty Bond, Guarantee, Tax Identification Form, Workers' Compensation Certification, and any and all schedules and attachments to it which are incorporated as if fully set forth herein. In the event of an inconsistency, this Agreement shall govern. 1.3 Compliance with Law — All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions 1.4 Licenses, Permits, Fees, and Assessments — Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. Contractor shall be responsible for all sub- contractors' compliance with this Section. 1.5 Familiarity with Work — By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work — The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work while in its control, and the equipment, materials, papers, documents, plans, studies and/or other components thereof while in its control to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own or a third party's negligence or misconduct. 1.7 Further Responsibilities of Parties — Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. Contractor shall require all sub -contractors to comply with the provisions of this agreement. 1.8 Additional Services — City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of twenty- five percent (25%) or less of the Contract Sum, or in the time to perform of one hundred eighty (180) days or less may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. C-2 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions 1.9 Special Requirements — Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Specifications" attached hereto as Exhibit "A" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "A" and any other provisions of this Agreement, the provisions of Exhibit "A through" D" shall govern. 1.10 Prevailing Wages Laws — In accordance with Labor Code Section 1770 et seq., the director of the Department of Industrial Relations of the State of California has ascertained a general prevailing rate of wages, which is the minimum amount, which shall be paid to all workers employed to perform the work pursuant to this Agreement. A copy of the general prevailing wage rate determination is on file in the office of the City Clerk and is hereby incorporated in this Agreement. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day. Contractor must forfeit to the City Twenty Five Dollars ($25.00) a day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. Contractor is required to post a copy of such wage rates at all times at the contract site. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. Contractor shall comply with all statutory requirements relating to the employment of apprentices. 2. COMPENSATION 2.1 Contract Sum — For the services rendered pursuant to this Agreement, the Contractor shall be compensated as specified herein, but not exceeding the maximum contract amount of One hundred five thousand seven hundred forty and 041100 dollars ($105,740.041, (herein "Contract Sum"), except as provided in Section 1.8. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Progress Payments - Prior to the first day of the month, during the progress of the work, commencing on the day and month specified in the Agreement, Contractor shall submit to the Contract Officer a complete itemized statement of all labor and materials incorporated into the work during the preceding month and the portion of the contract sum applicable thereto. Upon approval in writing by the Contract Officer, payment shall be made in thirty (30) days. City shall pay Contractor a sum based upon ninety five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security. Refer to Section 7.3 of this Agreement for retention of funds. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence — Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance — Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, the Contract Officer may approve extensions to the time period(s) specified in the Schedule of Performance in writing. C-3 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions 3.3 Force Majeure — The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes for the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term — Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until final approval and acceptance of the project by the Contract Officer. 4. COORDINATION OF WORK 4.1 Representative of Contractor — The following principals of Contractor are hereby designated as being the representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Shaw Integrated Solutions Attn: Melanie Taylor — SIS Account Manager PO Box 2128, Mail Drop 011-01 Dalton, GA 30721 (p) 770.276.7502 melanie.taylor@shawinc.com It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer — The Contract Officer shall be such person as may be designated by the Director of Recreation & Community Services or Operations Supervisor. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Assignment — The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or C-4 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. 4.4 Independent Contractor — Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its sub -contractors, agents or employees, performs the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, sub -contractors, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its sub -contractors, agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor. 4.5 Identity of Persons Performing Work — Contractor represents that it employs, will employ, or will contract with at its own expense all personnel required for the satisfactory performance of any and all tasks and services set forth herein. Contractor represents that the tasks and services required herein will be performed by Contractor or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 Utility Relocation — City is responsible for removal, relocation, or protection of existing main or trunk line utilities to the extent such utilities were not identified in the specifications. City shall reimburse contractor for any costs incurred in locating, repairing damage not caused by contractor and removing or relocating such unidentified utility facilities, including equipment idled during such work. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities. 4.7 Trenches or Excavations — Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply. a) Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any. (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class Il, or Class III disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site different from those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract. b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost C-5 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions of, or the time required for, performance of any part of the work shall issue a change order per Section 1.8 of this Agreement. c) That, in the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. 5. INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance — The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: CONDITIONS: In accordance with Public Code Section 20170, the insurance of surety companies who provide or issue the policy shall have been admitted to do business in the State of California with a credit rating of "A" minus or better. This insurance shall not be canceled, limited in scope or coverage or non -renewed until after thirty (30) days prior written notice has been given to the Operations Supervisor, City of Baldwin Park, 4100 Baldwin Park Blvd., Baldwin Park, CA 91706. Any insurance maintained by the City of Baldwin Park shall apply in excess of and not combined with insurance provided by this policy. The City of Baldwin Park, its officers, employees, representatives, attorneys, and volunteers shall be named as additional named insureds. C-6 Comprehensive General Liability Insurance $1,000,000 per occurrence combined single limit (X) (including premises and operations) Contractual Liability Insurance Products $1,000,000 limit O Liability Insurance Comprehensive Automobile Liability $1,000,000 per occurrence combined single limit (X) Insurance (includes owned, non -owned, and hired automobile hazard Professional Liability Insurance (providing $1,000,000 limit () for a one year discovery period) Workers' Compensation/Employers' Statutory $1,000,000 per occurrence (X) Liability Insurance CONDITIONS: In accordance with Public Code Section 20170, the insurance of surety companies who provide or issue the policy shall have been admitted to do business in the State of California with a credit rating of "A" minus or better. This insurance shall not be canceled, limited in scope or coverage or non -renewed until after thirty (30) days prior written notice has been given to the Operations Supervisor, City of Baldwin Park, 4100 Baldwin Park Blvd., Baldwin Park, CA 91706. Any insurance maintained by the City of Baldwin Park shall apply in excess of and not combined with insurance provided by this policy. The City of Baldwin Park, its officers, employees, representatives, attorneys, and volunteers shall be named as additional named insureds. C-6 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions Prior to commencement of any work under this contract, Contractor shall deliver to the City insurance endorsements confirming the existence of the insurance required by this contract, and including the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory's company affiliation and title. Should it be deemed necessary by the City, it shall be Contractor's responsibility to see that the City receives documentation, acceptable to the City, which sustains that the individual signing said endorsements, is indeed authorized to do so by the insurance company. If the Contractor fails to maintain the aforementioned insurance, or secure and maintain the aforementioned endorsement, the City may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under the agreement. However, procuring of said insurance by the City is an alternative to other remedies the City may have, and is not the exclusive remedy for failure of Contractor to maintain said insurance or secures said endorsement. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which became due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its sub -contractor's performance of the work covered under this agreement. Each contract between the Contractor and any sub -contractor shall require the sub -contractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.2 Indemnification — Contractor shall indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any third party person, firm or entity arising or alleged to arise out of the negligent performance of the work, operations or activities of Contractor, its agents, employees, sub -contractors, or invitees, provided for herein, or arising or alleged to arise from the negligent acts or omissions of Contractor hereunder, or arising or alleged to arise from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities or portion of such claims or liabilities arising or alleged to arise from the negligence or willful misconduct of the City, its officers, agents, employees, or contractors, and in connection therewith: a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attomeys' fees incurred in connection therewith; b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising or alleged to arise out of Contractor's (or its agents', employees', sub -contractors', or invitees') negligent performance of or failure to perform such work, operations or activities hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; C-7 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising or alleged to arise out of the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor shall pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees for counsel acceptable to City. d) Contractor's duty to defend and indemnify as set out in this Section 5.2 shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages arising from a third party claim attributable to injury to persons or property arising or alleged to arise from as a consequence of or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the Porter - Cologne Water Quality Control Act, as any of those statutes may be amended from time to time. The Contractor's indemnification obligations pursuant to this Section 5.2 shall survive the termination of this Agreement. Contractor shall require the same indemnification from all sub -contractors. 5.3 Labor and Materials, Performance and Warranty Bonds — Concurrently with execution of this Agreement, Contractor shall deliver to City a labor and materials bond, a performance bond and a warranty bond, in the forms provided by the City Clerk, which secures the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety — Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Risk Manager of City ("Risk Manager") determines that the work or services to be performed under this Agreement creates an increased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within ten (10) days of receipt of notice from the Risk Manager. 5.5 Substitution of Securities — Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under the contract for the work to be performed will be permitted at the request and expense of the successful bidder. 6. RECORDS AND REPORTS C -s CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions 6.1 Reports — Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records — Contractor shall keep, and require sub -contractors to keep, such books and records (including but not limited to payroll records as required herein) as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Subject to reasonable confidentiality obligations,the Contract Officer shall have full and free access to such books and records at all times during normal business hours of City to the extent reasonably required to confirm Contractor's compliance with its obligations hereunder, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event such any audit is required during such three (3) year period. 6.3 Ownership of Documents — All drawings, reports, records, documents and other materials newly developed and prepared by Contractor, its employees, sub -contractors and agents solely in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All sub- contractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 7. ENFORCEMENT OF AGREEMENT 7.1 California Law — This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes — In the event either party fails to perform its obligations hereunder, the nondefaulting party shall provide the defaulting party written notice of such default. The defaulting party shall have ten (10) days to cure the default; provided that, if the default is not reasonably susceptible to being cured within said ten (10) day period, the defaulting party shall have a reasonable time to cure the default, not to exceed a maximum of thirty (30) days, so long as the defaulting party commences to cure such default within ten (10) days of service of such notice and diligently prosecutes the cure to completion; provided further that if C-9 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions the default is an immediate danger to the health, safety and general welfare, the defaulting party shall take such immediate action as may be necessary. Notwithstanding the foregoing, the nondefaulting party may, in its sole and absolute discretion, grant a longer cure period. Should the defaulting party fail to cure the default within the time period provided in this Section, the nondefaulting party shall have the right, in addition to any other rights the nondefaulting party may have at law or in equity, to terminate this Agreement. Compliance with the provisions of this Section 7.2 shall be a condition precedent to bringing any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured. 7.3 Retention of Funds — Progress payments shall be made in accordance with the provisions of Section 2.2 of this agreement. In accordance with said section, City shall pay Contractor a sum based upon ninety five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security to be paid to the Contractor within sixty (60) days after final acceptance of the work by the City Council, after Contractor shall have furnished City with a release of all undisputed contract amounts if required by City. In the event there are any claims specifically excluded by Contractor from the operation of the release, the City may retain proceeds (per Public Contract Code 7107) of up to 150% of the amount in dispute. City's failure to deduct or withhold shall not affect Contractor's obligations hereunder. 7.4 Waiver — No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative — Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action — In addition to any other rights or remedies, either party may take legal action, law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Intentionally blank 7.8 Termination for Default of Contractor — If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City owned property which Contractor is permitted to occupy hereunder and City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated. C-10 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions 7.9 Attorneys' Fees — If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8. CITY OFFICERS AND EMPLOYEES, NONDISCRIMINATION 8.1 Non -liability of City Officers and Employees — No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest — The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination — Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. To the extent required by law, contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9. MISCELLANEOUS PROVISIONS 9.1 Notice - Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and shall be deemed to be given when served personally or deposited in the US Mail, prepaid, first-class mail, return receipt requested, addressed as follows: City: City of Baldwin Park 4100 Baldwin Park Blvd. Baldwin Park, California 91706 Attention: Director of Recreation & Community Services Contractor: Shaw Industries, Inc., dba Shaw Integrated Solutions Po Box 2128, Mail Drop 011-01 Dalton, GA 30721 Local Contact: Melanie Taylor 9.2 Interpretation — The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. C-11 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions 9.3 Integration; Amendment — It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability — In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Hiring of Undocumented Workers Prohibited — Contractor shall not hire or employ any person to perform work within the City of Baldwin Park or allow any person to perform work required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. 9.6 Unfair Business Practices Claims — In entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, the contractor or sub -contractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body renders final payment to the contractor without further acknowledgment by the parties. (Section 7103.5, California Public Contract Code.) 9.7 Corporate Authority — The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 9.8 Legal Responsibilities — The Contractor shall keep itself informed of City, State, and Federal laws, ordinances and regulations, which may in any manner affect the performance of its services pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws, ordinances and regulations. Neither the City, nor their officers, agents, nor employees shall be liable at law or in equity as a result of the Contractor's failure to comply with this section. 9.9 Termination for Convenience — The City may terminate this Agreement without cause for convenience of the City upon giving contractor 30 days prior written notice of termination of the Agreement. Upon receipt of the notice of termination the Contractor shall cease all further work pursuant to the Agreement. Upon such termination by the City the Contractor shall not be entitled to any other remedies, claims, actions, profits, or damages except as provided in this paragraph. Upon the receipt of such notice of termination Contractor shall be entitled to the following compensation; C-12 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions 1. The contract value of the work completed to and including the date of receipt of the notice of termination, less the amount of progress payments received by contractor. 2. Actual move -off costs including labor, rental fees, equipment transportation costs, the costs of maintaining on-site construction office for supervising the mover -off. 3. The cost of materials custom made for this Agreement which cannot be used by the Contractor in the normal course of his business, and which have not been paid for by City in progress payments. 4. All costs shall not include any markups as might otherwise be allowed by any plans or specifications, which were a part of the Agreement. The provisions of this paragraph shall supersede any other provision of the Agreement or any provision of any plans, specification, addendums or other documents, which are or may become a part of this Agreement. City and Contractor agree that the provisions of this paragraph are a substantive part of the consideration for this Agreement. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CONTRACTOR: SHAW INDUSTRIES, INC., DBA SHAW INTERGRATED SOLUTIONS By: By: (Print Name) Signature: Title: Address: ATTEST: By: Jean M. Ayala, City Clerk (Print Name) Signature: Title: Address: CITY OF BALDWIN PARK, a municipal corporation an Manuel Lozano, MAYOR APPROVED AS TO FORM: Robert N. Tafoya, City Attorney C-13 (Use of City Bond Form is required) CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions FAITHFUL PERFORMANCE BOND PUBLIC WORK (CALIFORNIA) KNOW ALL MEN BY THESE PRESENTS: WHEREAS, Shaw Industries, Inc., dba Shaw Integrated Solutions the Principal and the Obligee have entered into a written contract, hereinafter called the Contract, a copy of which is or may be attached hereto, dated the 6t" day of March, 2019 referred to and made a part hereof for: the provision and the requires to remove and install of all labor, material, equipment, services, and incidentals required by the Specifications, and contract documents. The general items of work involve the installation of vinyl the and carpet tile on the first floor of the Police Department at City Hall. In addition, provide care training for staff which agreement requires the Principal to provide Obligee with this bond. NOW THEREFORE, we, , as Principal, and , a corporation organized under the laws of and duly authorized to transact business in the State of California, as Surety, are held firmly bound unto the City of Baldwin Park, as Obligee, in the sum One hundred five thousand seven hundred forty and 041100 dollars ($105,740.04), lawful money of the United States of America, for the payment whereof well and truly to be made the Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of the foregoing obligation is such that if the Principal, his or its heirs, executors, administrators, successors or assigns, and each of his or its sub -contractors shall well and truly perform and fulfill all the undertakings, covenants, terms, conditions, and agreements of said contract, and during the life of any guaranty required under the contract, and shall also well and truly perform and fulfill all the undertakings, covenants, terms, conditions, and agreements of any and all duly authorized modifications of said contract that may hereafter be made, then this obligation shall be void; otherwise it shall be and remain in full force and effect. As part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the obligee in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. C-14 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions IN WITNESS THEREOF, we have hereunto set our hands and seals this 6th day of March, 2019. (Corporate Seal) Principal By Title (Corporate Seal) Surety By Title APPROVED AS TO FORM: City Attorney C-15 CITY OF BALDWIN PARK Page 1 of z Shaw Industries, Inc., dba Shaw Integrated Solutions (Use of City Bond Form is required) LABOR AND MATERIAL PAYMENT BOND PUBLIC WORK (CALIFORNIA) KNOW ALL MEN BY THESE PRESENTS: WHEREAS, Shaw Industries, Inc., dba Shaw Integrated Solutions as Principal, has entered into a contract dated March 6, 2019, with the City of Baldwin Park (Obligee) referred to and made a part hereof to perform the following work, to wit: the City requires to remove and install of all labor, material, equipment, services, and incidentals required by the Specifications, and contract documents. The general items of work involve the installation of vinyl tile and carpet tile on the first floor of the Police Department at City Hall. In addition, provide care training for staff which requires Principal to file this bond to secure claims made under Civil Code Section 3082 et seq. NOW THEREFORE, we, , as Principal, and , a corporation organized under the laws of and duly authorized to transact business in the State of California, as Surety, are held firmly bound unto the City of Baldwin Park, as Obligee, and all sub -contractors, laborers, material persons and other persons employed in the performance of the referenced agreement, in the sum of One hundred five thousand seven hundred forty and 041100 dollars ($105,740.04), lawful money of the United States of America, for the payment whereof well and truly to be made the Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. If the above bounden PRINCIPAL, his or its heirs, executors, administrators, successors, assigns, or any of his or its sub -contractors, fails to pay for any materials, provisions, provender, or other supplies, or teams, implements or machinery, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor to persons named in Section 3181 or the Civil Code, thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor deducted, withheld and paid over to the Employment Development Department from the wages of employees of the contractor and sub -contractors pursuant to Section 13020 of the Unemployment Insurance Code, that the SURETY on this bond will pay the same, in an amount not exceeding the sum specified in this bond, AND ALSO, in case suit is brought upon this bond, a reasonable attorney's fee, which shall be awarded by the court to the prevailing party in said suit, said attorney's fee to be taxed as costs in said suit and to be included in the judgment herein rendered. As part of the obligation secured hereby, the SURETY shall not be exonerated or released from the obligation of the bond by any change, alteration, or modification in or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement or pertaining or relating to the furnishing of labor, materials, or equipment therefor, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme of work of improvement, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement, or under the bond, nor, where the bond is given for the benefit of claimants, by any fraud practiced by any person other than the claimant seeking to recover on the bond. C-16 Page i of z (Use of City Bond Form is required) CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions This bond shall insure to the benefit of any and all persons, companies and corporations entitled to file claims under Civil Code Section 3082 so as to give them a right of action in a suit on this bond. This bond is executed for the purpose of complying with the laws of the State of California designated as Title 15, Chapter 7, Works of Improvement, commencing with Section 3247 of the Civil Code of the State of California and all amendments thereto, and shall inure to the benefit of any of the persons named in Section 3181 of the Civil Code of the State of California. IN WITNESS THEREOF, we have hereunto set our hands and seals this 6th day of March, 2019. (Corporate Seal) ............ Principal By Title (Corporate Seal) ............ Surety By Title (California Civil Code Sections 3248, 3225) APPROVED AS TO FORM; City Attorney C-17 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions WARRANTY BOND PUBLIC WORK (California) WHEREAS, the City Council of the City of Baldwin Park, State of California, Shaw Industries, Inc., dba Shaw Integrated Solutions, (hereinafter designated as "Principal") have entered into a written contract (the "Contract") dated March 6, 2019 whereby Principal agrees to remove and install of all labor, material, equipment, services, and incidentals required by the Specifications, and contract documents. The general items of work involve the installation of Vinyl Tile and Carpet Tile on the first floor of the Police Department at City Hall. In addition, provide care training for staff which Contract is hereby referred to and made a part hereof; and WHEREAS, said Principal is required under the terms of said Contract to furnish a bond for the guarantee and warranty of the work for a period of one (1) year following the completion and acceptance thereof against any defective work or labor done or defective materials furnished. NOW, THEREFORE, we, the Principal and a corporation organized under the laws of , and duly authorized to transact business in the State of California, as Surety, are held and firmly bound unto the City of Baldwin Park, (hereinafter called "City"), in the penal sum of One hundred five thousand seven hundred forty and 041100 dollars ($105,740.04), lawful money of the United States, which is 50% of the amount of the Contract, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. The condition of this obligation is such that if the above bounded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said Contract and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the work or to the specifications. C-18 Page z of i CITY OF BALDWIN PARK (Use of City Bond Form is required) Shaw Industries, Inc., dba Shaw Integrated Solutions IN WITNESS THEREOF, we have hereunto set our hands and seals this 6th day of March, 2019. Principal By Signature Title Surety Address Phone Number sm Signature Title APPROVED AS TO FORM: City Attorney STATE OF GEORGIA COUNTY OF WHITFIELD Date Date On before me, a Notary Public, personally appeared personally known to me OR proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC C-19 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions TECHNICAL ABILITY AND EXPERIENCE The bidder is required to state what work of a similar character to that included in the proposed contract he has successfully performed and give references which will enable the City Council to judge of his responsibility, experience, skill and business and financial standing. Additional numbered pages outlining this portion of the proposal may be attached to this page. REFERENCES: 2. 3. 4 Name of City or Business City of Brea Contact Person & Phone No. Eric Aulls, Building & Facilities Administrator, 714-990-7789 Type of Work flooring & flooring installation Date Completed 2018 Total Contract Amount $ Name of City or Business City of Corona Contact Person & Phone No. Holli Clear, Administrative Services, 951-279-3535 Type of Work flooring & flooring installation Date Completed 2018 Total Contract Amount $ Name of City or Business Contact Person & Phone No. Type of Work Date Completed Total Contract Amount $ Name of City or Business Contact Person & Phone No. Type of Work Date Completed Total Contract Amount $ 5. Name of City or Business Contact Person & Phone No. Type of Work Date Completed Total Contract Amount $ C-20 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions Exhibit A SPECIFICATIONS City Project No. 2019-069 - Replace Flooring/Carpet Police Department GENERAL The work comprises the removal and installation to the flooring of the City Hall Police Department (first floor) building located at 14403 E. Pacific Avenue., Baldwin Park, CA 91706. The Contractor shall provide construction materials, equipment, labor, supervision and all services required to perform the removal and installation of vinyl and carpet tiles at City Hall Police Department (first floor.) Work includes, but not limited to, surface preparation including leveling or grinning, encapsulation or sealing, or extensive scraping of the sub -floor, and all appurtenant work per specifications. Contractor shall commence the services pursuant to these specifications upon receipt of a written notice to proceed and shall perform all services within forty five (45) working days established in the "Schedule of Performance" attached hereto as Exhibit "D". When requested by the Contractor, the City Operations Supervisor may approve extensions to the time period(s) specified in the Schedule of Performance in writing. WORKING HOURS Construction work is limited to normal working hours unless prior written approval is obtained from the Operations Supervisor. Normal working hours are between the hours of 12 p.m. and 10 p.m., Friday and 8 a.m. to 5 p.m. Saturday through Sunday and occasional weekdays on a special written request. Deviation from these hours and days will not be permitted unless prior written consent is obtained from the Operations Supervisor, except in emergencies involving immediate hazard to persons or property. The Contractor shall obtain approval for any deviation from regular working hours or days by submitting a written request to the Operations Supervisor at least 5 working days in advance, for approval by the Director of Recreation and Community Services. This includes, but not limited to, weekdays from 8 a.m. to 5 p.m. Monday through Thursday. Night/Extended work hours (5 p.m. — 2 a.m.) can be authorized on a day-by-day basis with prior approval from the Operations Supervisor. Night work requires a special permit with inspection fees and advance approval by the City Building Official. PERMIT The Contractor shall, at his own expense, obtain a business license from the City of Baldwin Park. Additionally, the Contractor shall obtain a "no -fee" permit from the City's Building Division. The Contractor shall comply will all Federal, State or local laws, ordinances or rules and regulations relating to the performance of the work. PRE -CONSTRUCTION MEETING AND MISCELLANEOUS REQUIREMENTS Prior to commencing work, there will be a preconstruction meeting to be attended by the Operations Supervisor, Contractor, Inspector, PD staff at which time the Contractor shall be informed of specific instructions necessary to meet construction quality standards and other documentation which may be required. The Contractor shall submit a construction schedule, components, parts and materials specifications proposed for use on the project during this meeting. CONSTRUCTION MATERIALS The Contractor shall furnish all materials required to complete the work under this contract. Contractor is required as part of this agreement to furnish all materials to accomplish maintenance in accordance with the foregoing specifications. The unit prices to be paid for the items listed in the Contractor's Proposal as defined herein shall be considered full compensation for furnishing all labor, materials, tools, and C-21 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions equipment, and doing all work involved in furnishing and installing the materials complete and in place, in accordance with the details as specified herein, and as directed by the Operations Supervisor. The contractor may offer equals and equivalents for materials and products. This procedure shall conform to the latest edition of the State Specification (Section 6-1.05) Pursuant to California Public Contract Code Section 3400, submission of data substantiating a request for a substitution of "an equal' item shall occur 7 days after award of contract. Use of City form is required. C-22 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions Exhibit B TIME OF COMPLETION The Contractor shall begin work within ten (10) working days after receiving the "Notice to Proceed". The Contractor shall diligently prosecute the work to completion before the expiration of Forty five (45) working days after the "start of work on the contract'. C-23 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions Exhibit C SOLID WASTE REPORTING Contractor's Construction and Demolition Waste Diversion Reporting Form City Permit No: Summary Sheet Please write the name of facilities (e.g., landfill or inert name) materials are taken to. Facility Name Facility Name Facility Name Total Tons Total Tons Total Tons To the best of my knowledge, the above estimates are an accurate representation of the disposition of the construction and demolition materials generated on-site at the construction job. I understand that the City may audit disposal and recycling documentation related to this survey. Print Name: Additional Notes/ Comments: C-24 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw City of Baldwin Park Contractor's Construction and Demolition Waste Diversion Reporting Form Job site address or project (where waste was generated): Company Name: City Permit No: Material Name of Facility/Site where taken Disposal Aggre- gate Recycled or Reused Alter- native Landfill Compost En gineered Fill Mulch Other Tons Tons Tons Tons Tons Tons Tons Asphalt Concrete Dirt Green Waste Metal Other Segregated materials (describe) Rocks Wood Mixed Waste Other Construction or Demolition Waste Total Prepared by: Date of Report C-25 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions Exhibit D Performance Schedule C-26 CITY OF BALDWIN PARK Shaw Industries, Inc., dba Shaw Integrated Solutions Bidder's Name: License Type/No.: DIR Registration No.: Registration Date: Expiration Date: Subcontractors List Name, City andphone number of subcontractors, suppliers and Pp vendors DIR Reg. Number License Type/ Number DIR Reg. Date DIR 'Exp. Date Description of work, materials and/or equipment Dollar Value of Sub- Contract % of Total Bid Bidder's Name Authorized Signature Date C-27 STAFF REPORT ITEM NO. I / TO: Honorable Mayor and Members of the City Council FROM: Lourdes Morales, Chief Deputy City Clerk DATE: March 6, 2019 SUBJECT: Second Reading of Ordinance No. 1437 Entitled: "An Ordinance of the City Council of the City of Baldwin Park, California, Authorizing the City of Baldwin Park to Enter Into a Development Agreement with VRD Inc. for the Cultivation and/or Manufacturing of Cannabis at the Real Property Located at 15010 Arrow Highway (APN 8535-023-011) within the City of Baldwin Park" SUMMARY This report requests City Council's consideration to approve the Second Reading of Ordinance No. 1437, which authorizes the City of Baldwin Park to enter into a development agreement with VRD Inc. for the cultivation and/or manufacturing of cannabis. Ordinance No. 1437 was introduced for first reading during a regular meeting of the City Council on February 6, 2019. RECOMMENDATION Staff recommends that the City Council waive reading and adopt Ordinance No. 1437, entitled: "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH VRD INC. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 15010 ARROW HIGHWAY (APN 8535-023-011) WITHIN THE CITY OF BALDWIN PARK". FISCAL IMPACT Not Applicable BACKGROUND Ordinance No. 1437 was introduced for first reading during a regular meeting of the City Council held on February 6, 2019. ALTERNATIVES Not Applicable LEGAL REVIEW Not Applicable ATTACHMENTS 1.) Attachment "A" - Ordinance No. 1437 Attachment "A" Ordinance No. 1437 ORDINANCE 1437 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH VRD INC. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 15010 ARROW HIGHWAY (APN 8535-023-011) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a Development Agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on January 23, 2019, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on February 6, 2019; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5.; and WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on February 6, 2019. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BALDWIN PARK DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-14) will not have a significant impact of the environment and is Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore the location is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Security measures for the facility include, alarms, video surveillance, and a comprehensive employee training program. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #2 through #5 to the Planning Commission and City Council staff report dated February 6, 2019) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. First read at a regular meeting of the City Council of the City of Baldwin Park held on the 6th day of February, 2019, and adopted and ordered published at a regular meeting of said Council on the 6th day of March, 2019. PASSED, APPROVED, AND ADOPTED this 6t" day of March, 2019. MANUEL LOZANO MAYOR ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELESSS: CITY OF BALDWIN PARK I, JEAN AYALA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing Ordinance was introduced and placed upon its first reading at a regular meeting of the City Council on February 6, 2019. Thereafter, said Ordinance No. 1437 was duly approved and adopted at a regular meeting of the City Council on March 6, 2019 by the following vote to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: JEAN M. AYALA CITY CLERK ITEM NO. I ;, SUMMARY The purpose of this report is to provide City Council with the mid -year budget performance and a projection for the remainder of the fiscal year. RECOMMENDATION It is recommended that the City Council 1) Review the mid -year analysis and approve the mid -year revenue and expenditure projections for the fiscal year ending June 30, 2019; and 2) Authorize the Finance Director to make the appropriate transfers to relocate Code Enforcement under the direction of the Community Development Department, and 3) Authorize the Director of Finance to complete all necessary budget amendments and appropriations. FISCAL IMPACT Based on projections, the total General Fund revenue will be $31,247,261 and expenditures will be $32,921,086. The General Fund expenditures will exceed revenue by $1.67M. The total Special Revenue and Other Funds revenue will be $33,894,493 and expenditures will be $41,607,133. BACKGROUND A mid -year budget review is a tool that provides City Council and staff an opportunity to review the status of the current budget and determine if any mid -course adjustments are necessary. Additionally, the City's Fiscal Accountability Policy states that a mid -year budget review is to be prepared by staff and presented to the City Council. The mid -year budget report estimates the revenues, expenditures, and projected fund balances at June 30, 2019. Overview Since most of the City's operating services are provided through the General Fund, the focus of this report and the PowerPoint presentation will be on the General Fund. The General Fund represents about one-half of the City's budget and is composed of revenues that are not restricted or committed as to how they can be used. Based on the fiscal year's financial activities and trends ended January 31, 2019 the General Fund expenditures are projected to exceed revenue by $1.67M. In addition, Code Enforcement will be shifted back to report under the Direction of the Community Devolvement Director. This should make the operation more efficient as most of the codes dealt with Planning and Building Codes. In addition, it will relieve the time spent in supervising the functions of sworn officers. There is no fiscal impact to this change. Revenues General Fund revenue is projected to have increases in property tax of $123,653, property tax in lieu of VLF $140,529, interest income of $83,000; and charges for services of $100,209 mainly from the cannabis fees. The decrease in sales tax of $327,204 is due to the reallocation of the Prop 172. The TO: Honorable Mayor and City Councilmembers ea�Dh� O, U0" ,/ y 'p FROM: Rose Tam, Director of Finance 1`HE"_ t DATE: March 6, 2019 SUBJECT: Fiscal Year 2018-19 Mid -Year Budget Presentation ,`\Tf0 JAPIVP'R�A' SUMMARY The purpose of this report is to provide City Council with the mid -year budget performance and a projection for the remainder of the fiscal year. RECOMMENDATION It is recommended that the City Council 1) Review the mid -year analysis and approve the mid -year revenue and expenditure projections for the fiscal year ending June 30, 2019; and 2) Authorize the Finance Director to make the appropriate transfers to relocate Code Enforcement under the direction of the Community Development Department, and 3) Authorize the Director of Finance to complete all necessary budget amendments and appropriations. FISCAL IMPACT Based on projections, the total General Fund revenue will be $31,247,261 and expenditures will be $32,921,086. The General Fund expenditures will exceed revenue by $1.67M. The total Special Revenue and Other Funds revenue will be $33,894,493 and expenditures will be $41,607,133. BACKGROUND A mid -year budget review is a tool that provides City Council and staff an opportunity to review the status of the current budget and determine if any mid -course adjustments are necessary. Additionally, the City's Fiscal Accountability Policy states that a mid -year budget review is to be prepared by staff and presented to the City Council. The mid -year budget report estimates the revenues, expenditures, and projected fund balances at June 30, 2019. Overview Since most of the City's operating services are provided through the General Fund, the focus of this report and the PowerPoint presentation will be on the General Fund. The General Fund represents about one-half of the City's budget and is composed of revenues that are not restricted or committed as to how they can be used. Based on the fiscal year's financial activities and trends ended January 31, 2019 the General Fund expenditures are projected to exceed revenue by $1.67M. In addition, Code Enforcement will be shifted back to report under the Direction of the Community Devolvement Director. This should make the operation more efficient as most of the codes dealt with Planning and Building Codes. In addition, it will relieve the time spent in supervising the functions of sworn officers. There is no fiscal impact to this change. Revenues General Fund revenue is projected to have increases in property tax of $123,653, property tax in lieu of VLF $140,529, interest income of $83,000; and charges for services of $100,209 mainly from the cannabis fees. The decrease in sales tax of $327,204 is due to the reallocation of the Prop 172. The decrease in charges for service of $1.6M is due to deferred receipt of revenue. The decrease in miscellaneous revenue of $340,013 is mainly due to a one-time rebate from the LED conversion. Expenditures The General Fund expenditures expect an increase in personnel cost of $1.37M mainly due to overtime. The increase in contractual cost of $420,100 is due to consulting and professional services used to cover temporary vacancies in Community Development and Public Works and legal fees for claims. The General Fund transfers out will be reduced by $1.94M due to deferred receipt of revenue. Special Revenue Funds and Other Funds Most special revenue funds and other funds are within their approved budgets with the exception of a deferred receipt of revenue for $2M in the Community Enhancement Fund and $64,300 in the Prop A Parks Fund. A reimbursement of $1.14M is to be received in the Surface Transportation Fund for current capital improvement project. Conclusion The Executive Team and City staff will continue to monitor and control expenditures and strive to seek additional revenue to achieve a balanced budget. We will continue to provide assistance to the City Council as we work together towards a better future for the citizens and business owners of Baldwin Park. We would like to thank the members of the Executive Team and the Finance Department who assisted with the preparation of this mid -year budget. We would also like to thank the Mayor and Members of the City Council for their efforts, continued guidance, and time commitment to the budget process. LEGAL REVIEW Not required. ATTACHMENTS 1. General Fund Performance Overview 2. General Fund Projected Revenue 3. General Fund Projected Expenditures 4. Projected Fund Balance ■ O W LM O r 1 r. 0� CL N L U CL iz O LL m L V 0 Z LO li Ln O n o to � r T ai O o T 4; IC d 'd' 'fit 00 M W) 0) V CL L L O O 00 Co ILs "t- ,gm , i ��.i. CO m co T G) 0) (D co to 0 O O r I T r ' T N N M M O � CO dam' CO t� CD 0o N r T r T Cy CO ti N (1- 0 0) co -p N ' N � N CD ai a o T ti co00 ti 0 O o N cM N M N M M cM M c a 60- 41% O c m i N C L co C H L ei LL 3 V d 7 G1 > CL C Cv X CL d W L LL LL d O a� W0) 1cc _L.0 Ac' W N> N 1_ W r 0 Z M moi' O O m'IT w, O O T- M O N 0 0 N O CO M O M 'IT a 4m C) ^ CO N ' O ' O t` Cfl O O O O O (D 4)M r, OtiM O M O N d �� It M N 00 CO T- O qt O 1. v p i v 3� N oa�o co t` I— O r (D00 CO 00 O O M C � O M N co M O M 0 — d M 0 O V O t` Mm ':' r w, Too �r�tDC:fAMOCY}OCflCIONa a 4m C) c r go Alt 1. 3� co t` I— O r (D00 CO 00 O O M C � O M N co M O M 0 — d M 0 O V O t` 00 ti ti ti— O O N L Ca N O d' O M ti O r- N O ti ' C'M O v N 4 O O M CO O 00 0 CO O �O �, O ao M N CO N N N M O M _ N N r- d' N CD > _ O fA V O d' 0 0 0 0 0 0 eM 0 CO d O 't- O CO O O CO 0 CM 00 O O O O O O O O O ti N 'It It h N o L L O O O �lqi cM CT n O N ti CA d+ to N O t- N d' M O N N I-- — CIO Ii o. m O t o v t- CA CO Il- O N fl- co O N M CO N f, N Cfl A'o a CO) � � a � DC C LL o > oa L OC LLL �' C L' m JO > X LL G� o O v U (J)a. N C CD J ON CCo CA ~ C N S C O U N x X O LL V J a. ojf = N V L-Mco O F' I— X� O n a O O C F- U O 0 N .0Cl N N y N a r- r ca r- L N O a. a.U) 0� a.LLm�U-��-U V N &- C) r M� w 40 N L v E V L m CL x W _ 3 um L _ m u os r M� w N L V U) LL f+ Q E Q L m CL x W _ LL L _ U Y, CID O 0 N O CD 0 � 4) O r r t` W) M d H to LO CD LO Lr) CD y 0 oa =o IL .—,� , , N*" 0!Y L C .,- O CO N M ti r r H CA N It O It IT cc to i N O CO CO ti r r N 0 0) 0 0 0 C O ONO O N t` M d' 00 00 r r r CA W ++ c0 O O O d' r` r m � t0 00 O O N co CA N M 00 cfl O V- It U) m 3 u O M O to V O V co M co NMMtiQ.mN O N N46 N oi N M a' a O Im2 �a V m aNi N 3 d cc O x c m W to U 3 CL C L LL o c ca mCM W OC N .� ( �, O c6 cc w 0 0 C� a.2 S O O Fes- F os r M� w N L V U) LL f+ Q E Q L m CL x W _ LL L _ U Y, City of Baldwin Park Fiscal Year 2018-2019 Projected Fund Balance at June 30, 2019 Audited 2019 2019 2019 2019 Projected Fund Balance Projected Projected Projected Projected Fund Balance Fund Fund Description 06/30/2018 Revenues Transfers In Expenditures Transfers Out 06/30/2019 General Fund: 100 General Fund* 200 Future Development Fund** 210 Community Enhancement Fund** Subtotal - General Fund Internal Services Funds: 401 Information and Support Services 402 Fleet Services 403 Internal Insurance 404 Capital Equipment Subtotal - Internal Services Funds Special (Restricted) Funds: 205 Federal Asset Forfeiture 206 State Asset Forfeiture 207 Local Law Enforcement Block Grant 208 Law Enforcement Development Impact 220 Community Development Block Grant 221 H.O.M.E. (Home Investment Partnership Program) 222 CAL Home 223 Economic Development Act Revolving Loan 230 AB1693 Business Improvement Fees 231 Air Quality Management 234 Park Fees (Quimby Act) 235 General Plan Fees 236 Public Art Fees 240 Gasoline Tax 241 Surface Transportation Program 243 Bicycle and Pedestrian Safety 244 Proposition A 245 Proposition C 246 AB939 Integrated Waste Management 247 Oil Recycling Grant 249 Storm Drains NPDS 250 Assessment District 251 Street Lighting and Landscape 252 Parks Maintenance Assessment District 253 Proposition A - Parks 254 Measure R Local Return 255 Measure M 256 SBI Road Repair & Accountability 257 Traffic Mititgation Fees 260 Summer Lunch Program 270 Grants Fund 271 Police Grants Fund 280 Cooperative Agreements Contributions 301 Building Reserve Subtotal Special Funds TOTAL GENERAL, INTERNAL SERV., & SPECIAL FUNDS: Financing Authority Funds: 601 Debt Service 610 COP Lease Payment 625 Gas Tax Debt Service 635 BPFA/PM 2003 Tax Alloc 637 BPFA/CBD 1990 Refunding Loan 650 Pension Obligation Bond Subtotal Financing Authority Funds 22,620,955 31,247,261 0 32,086,319 834,767 20,947,130 6,276,472 20,000 0 439,900 0 5,856,572 740,398 2,000 0 0 0 742,398 $ 29,637,825 $ 31,269,261 $ - $ 32,526,220 $ 834,767 $ 27,546,100 (447,037) 889,978 0 834,502 0 (391,561) (399,874) 1,119,238 0 1,104,122 0 (384,758) (2,312,439) 2,834,849 0 2,979,324 0 (2,456,914) 90,777 0 0 0 0 90,777 $ (3,068,573) $ 4,844,065 $ - $ 4,917,948 S - $ (3,142,456) 9,527 2,000 0 168,157 0 (156,630) 226,352 600 0 200,000 0 26,952 14,799 100 0 0 0 14,899 88,600 40,000 0 0 0 128,600 (150,432) 1,020,611 0 574,172 443,576 (147,569) 408,150 1,246,627 0 1,241,893 0 412,884 16,297 330 0 0 0 16,627 524 0 0 0 0 524 106,262 179,000 0 321,052 0 (35,790) 264,208 97,900 0 241,000 0 121,108 2,144,555 301,800 0 731,500 0 1,714,855 1,090,233 113,200 0 199,536 0 1,003,897 485,350 75,000 0 550,000 0 10,350 454,411 1,640,188 0 2,053,195 0 41,404 (73,439) 1,139,200 0 1,138,000 0 (72,239) (2,046) 51,707 0 110,061 0 (60,400) 620,562 1,637,986 0 1,935,114 0 323,433 2,250,303 1,232,349 0 3,099,701 0 382,951 168,777 350,100 0 372,574 0 146,303 25,466 20,000 0 46,278 0 (812) 115,327 60,100 0 95,500 0 79,927 380,296 12,430 0 0 0 392,726 498,169 1,788,514 0 1,556,708 0 729,975 4,176 749,200 53,624 802,824 0 4,176 0 60 41,744 170,404 0 (128,601) 1,030,891 922,381 0 2,101,832 0 (148,560) 272,619 1,042,397 0 872,611 0 442,405 327,752 1,263,886 0 426,645 0 1,164,993 78,175 13,000 0 28,500 0 62,675 0 0 24,290 24,290 0 (0) (1,330,749) 4,638,534 0 6,951,576 0 (3,643,791) 234,747 70,000 0 367,000 0 (62,253) (26,393) 400,000 0 400,000 0 (26,393) 9,655 0 0 0 0 9,655 $ 9,743,124 $ 20,109,200 $ 119,657 $ 26,780,123 $ 443,576 $ 2,748,282 $ 36,312,376 $ 56,222,525 $ 119,657 $ 64,224,291 $ 1,278,343 $ 27,151,925 34,873 100 443,576 464,836 0 13,713 (62,574) 0 586,509 589,259 0 (65,324) 8 0 0 0 0 8 31,723 0 0 0 0 31,723 137 0 0 0 0 137 13,429 0 0 600 0 12,829 $ 17,596 $ 100 $ 1,030,085 $ 1,054,695 $ - $ (6,915) Attachment 4 Audited 2019 2019 2019 2019 Projected Fund Balance Projected Projected Projected Projected Fund Balance Fund Fund Description 06/30/2018 Revenues Transfers In Expenditures Transfers Out 06/30/2019 Successor Agency Funds: 800 RDA Obligation Retirement Capital Proiects 801 SG River Capital Pd 802 Puente/Merced Capital Pd 803 W Ramona Capital Pd 804 Cntrl Business Dist Capital Pd 805 Delta Capital Pd 806 Sierra Vista Capital Pd Subtotal Capital Projects Debt Service 831 SG River Debt Sery 832 Puente/Merced Debt Sery 833 W Ramona Debt Sery 834 Cntrl Business Dist Debt Sery 835 Delta Debt Sery 836 Sierra Vista Debt Sery 837 BP Merged 2000 Refinance 838 BP Merged 2000 Refinance Subtotal Debt Service Low/Mod Housing 890 Low/Mod Income Housing Subtotal Low/Mod Housing TOTAL SUCCESSOR AGENCY FUNDS: Housing Authority: 901 Housing Voucher Choice 905 Public Housing 910 CLAP Subtotal Housing Authority Funds $ 1,158,895 $ - $ - $ - $ - $ 1,158,895 296,363 0 0 0 0 296,363 (5,978) 0 0 0 0 (5,978) 81,136 0 0 0 0 81,136 (15,864) 0 0 0 0 (15,864) (2,171) 0 0 0 0 (2,171) 2,093,607 222,000 0 209,300 0 2,106,307 $ 2,447,093 $ 222,000 $ - $ 209,300 $ - $ 2,459,793 (745,420) 0 0 0 0 (745,420) 632,270 0 0 0 0 632,270 (248,704) 0 0 0 0 (248,704) (1,280,169) 0 0 0 0 (1,280,169) (167,415) 0 0 0 0 (167,415) 746,820 28,000 0 28,000 0 746,820 33,731 0 0 0 0 33,731 19,462 2,345,414 0 2,006,708 0 358,168 $ (1,009,425) $ 2,373,414 $ - $ 2,034,708 $ - $ (670,719) $ 8,644,943 $ 78,500 $ - $ 523,368 $ - $ 8,200,075 8,644,943 78,500 0 523,368 0 8,200,075 $ 11,241,506 $ 2,673,914 $ - $ 2,767,377 $ - $ 11,148,043 204,195 4,989,568 0 5,086,367 0 107,396 435,044 63,904 21,000 96,148 0 423,800 0 21,000 0 0 21,000 0 $ 639,239 $ 5,074,472 $ 21,000 $ 5,182,514 $ 21,000 $ 531,197 COMBINED GRAND TOTAL - ALL FUNDS $ 48,210,717 $ 63,971,011 $ 1,170,742 $ 73,228,877 $ 1,299,343 $ 38,824,251 * The Projected General Fund Reserve Balance at June 30, 2019 is: $ 5,450,122 ** The Future Development Fund and Community Enhancement Fund were merged with the General Fund. However, these funds are committed for future / special projects pending City Council approval. Attachment 4 (Continued) ITEM NO. 91q — TO: Honorable Chair and Board Members of the Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park FROM: Rose Tam, Director of Finance DATE: March 06, 2019 1 SUBJECT: Treasurer's Report — December 2018 SUMMARY Attached is the Treasurer's Report for the month of December 2018. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that Council receive and file the Treasurer's Report for December 2018. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report Exhibit "A" Treasurers Report CITY OF BALDWIN PARK TREASURER'S REPORT 12/31/2018 I INVESTMENT INTEREST PURCHASE MATURITY PAR CURRENT BOOK MARKET I t DESCRIPTION RATE DATE DATE VALUE PRINCIPAL VALUE VALUE State of California Local Agency Investment Fund 2.25% 1/24/2018 1/2412020 Safra National Bank New Yak (Cantella) 2.00% 4116/2018 4145/2019 City -Including General Fund 3 a0 other Special Revenue Funds 2.29% Varies Varies $ 22,412,665.47 $ 22,412,665.47 f 22,412,665.47 $ 22,412,665.47 Housing Authority 2.29% Varies Varies 13,488.71 13,498.71 13,488.71 13,488.71 22,426,154.18 22,426,154.18 22,425,154.18 22,426,154.18 COOiS& gi Dogsa Citibank National Association (Mutual Securities) 1.80% 1/2512018 1/25/2019 American Express Centurion (Mutual Securities) 1.60% 4/1212017 4/12/2019 Everbank,lacksonville (Mutual Securities) 1.551A 411612017 411612019 Goldman Sachs Sk USA NY (Mutual Securities) 2.25% 1/2 ole 1/24/2020 Satire Mae Sk SILT Lake City UT (Mutual Securities) 2.25% 1/24/2018 1/2412020 Safra National Bank New Yak (Cantella) 2.00% 4116/2018 4145/2019 Morgan Stanley Bank N A Utah (Cantella) 2.64% 4119/2018 4120/2020 Barclays Bank Del (Cantella) 3.05% 12119/2018 1212112020 250,000.00 250,000.00 2501000.00 249,917.50 250,000.00 250,000.00 250,000.50 249,377.50 250,000.00 250,000.00 250,000.00 249,315.00 250,000.00 250,000.00 250,000.00 248,697.50 260,000.00 2501000.00 250,000.00 249,697.50 260,000.00 260,000.00 250,000.00 249,627.50 250,000.00 260,000.00. 25e,000.00 2491430.00 2SO,000.00 250,000.00 260,000.00 249,99500 S 25,579.001.56 5 25.579.001.56 i 2s.579.G01.56� f 2s.s6e.4ss.Gc Total Investments $ 25,579,601.56 Cash with Bank of the West 2,000,000.00 2,000,000.00 2,000,000.00 1,998.057.50 US Treasury BM {UBS) 2.07% 3/29/2018 3/2812019 1,000,000.00 1,000.000.00 1,000,000.00 994,40000 Fiscal Agent Funds (TnnUDebt Service Fund) Varies Varies Varies 0.00 0.00 0.00 GAO Fiscal Agent Funds - Successor Agency (Tn"Debt Service Func Varies Varies Varies 152,847.38 162,847.38 152,847.38 1S2,"7J4 152,947.38 152,947.38 1S2,947.39 152,947A6 S 25,579.001.56 5 25.579.001.56 i 2s.579.G01.56� f 2s.s6e.4ss.Gc Total Investments $ 25,579,601.56 Cash with Bank of the West CRY Checking 2,908,428.31 Money Market Plus 132,643.08 City Miscellaneous Cash 66,356.92 Successor Agency 135,319.85 Housing Autlwrky 173,113.27 Flnaneing Autirortty 0.00 Investment Brokerage 3,227.72 Total Cash with Bank of the West 3,419,089 43 Total Cash and Mvesturents S20.988,096.79 Schedule of Cash and investments includes city-wide assets as included in the Comprehensive Annual Financial Report • There was no investment maturity for the month of December 2018. One Certificate of Deposit was purchased in December 2018 and several depositshvithdrawals were made through the Local Agency Investment Fund. In compliance with the Cal)fomia Government Code Section 53646 et seq.,1 hereby certify that sufficient investment liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months that all investments are In compliance to the City's Statement of Investment Policy. Approved by: Rose Tam Director of Finance STAFF REPORT ITEM NO. L . TO: Honorable Mayor and Members of the City Council FROM: Benjamin Martinez, Director of Community Development`s DATE: March 06, 2019 6-K SUBJECT: Public Hearing Regarding Fiscal Year 2019-2020 Community Development Block Grant (CDBG) and HOME Investment Partnership Fund (HOME) Annual Action Plan RECOMMENDATION Staff recommends the City Council open the public hearing for the Fiscal Year 2019-2020 Community Development Block Grant (CDBG) and HOME Investment Partnership Fund (HOME) Annual Action Plan and continue this public hearing to the next regularly scheduled meeting. FISCAL IMPACT There is no fiscal impact to the continuation of this public hearing. BACKGROUND Pursuant to Housing and Urban Development (HUD) regulations, the City prepared its five-year strategy designed to address the housing and community needs of extremely low, low and moderate - income households. The current Five Year Consolidated Plan covers years 2015-2019. The City must also prepare and submit an Annual Action Plan each year within the five year plan to identify the actual projects implemented and funding allocated to address the needs identified in the Five Year Plan. The final Annual Plan under the Five Year Consolidated Plan, FY 2019-2020 Annual Plan, is due to HUD by May 15, 2019. ENVIRONMENTAL IMPACT Although the approval of the funding allocations under the Annual Plan is not subject to review under the California Environmental Quality Act (CEQA) Guidelines, each CDBG and HOME funded project does require an Environmental Review, which will be completed prior to implementation of the program. ITEM NO. l q TO: Honorable Mayor and Members of the City Council FROM: Ben Martinez, Director of Community Development 1� PREPARED BY: Ron Garcia, City Planner Erika Ramirez, Associate Planner DATE: March 6, 2019 SUBJECT: A Request to the City Council from the Planning Commission on an Amendment to the Development Agreement 18-03 to Grant a Manufacturing License in Order to Repackage Product for Cultivators and Manufactures of Cannabis within the IC, Industrial Commercial Zone Pursuant to Ordinance 1408 (Location: 4150 Puente Avenue; Applicant: Rukli Inc.; Case Number: DA -18-03) SUMMARY This report requests City Council consideration of amending Development Agreement 18-03 between the City of Baldwin Park and Rukli Inc. to grant a manufacturing license in order to repackage product for cultivators and manufactures of cannabis in conjunction with a cannabis distribution facility located at 4150 Puente Ave. within the IC, Industrial Commercial Zone pursuant to Ordinance 1408. RECOMMENDATION Staff recommends that the City hold a Public Hearing and Introduce for first reading, by title only, Ordinance 1438, entitled, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH RUKLI INC. FOR THE DISTRIBUTION OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4150 PUENTE AVENUE (APN 8437-014-014) WITHIN THE CITY OF BALDWIN PARK". FISCAL IMPACT The Development Agreement has a financial component that provides a positive fiscal impact to the City. Please refer to Attachment No. 1 for the specific financial details of the Agreement. CEQA In accordance with the provisions of the California Environment Quality Act (CEQA), it has been determined that the proposed Amendment to the Development Agreement, DA 18-14, will not have a significant impact of the environment and is Categorically Exempt pursuant to Article 19, Section 15301, Class 1, `Existing Facilities'. DISCUSSION Development Agreement 18-03 was originally considered by the Planning Commission on June 13, 2018. Planning Commission adopted Resolution 18-13 recommending approval to the City Council of four (4) development agreements for Cannabis facilities, including DA 18-03. City Council adopted Ordinance 1412 on June 20, 2018 to authorize the City of Baldwin Park to enter into a development agreement with Rukli Inc. for the distribution of Cannabis at 4150 Puente (APN: 8437-022-008) within the City of Baldwin Park. On February 11, 2019, the Planning Division received a revised application from Rukli Inc. to add manufacturing of cannabis products to their approved cannabis permit, CAN 17-06, at 4150 Puente Avenue. The application included an updated front page and a new radius map and label package as all other original attachments were still applicable. Application fees were also received. No change in principals is proposed. PLANNING COMMISSION ACTION On February 27, 2019 the Planning Commission adopted Resolution 19-06 recommending approval to the City Council to adopt Ordinance 1438 and amend DA 18-03 to grant a manufacturing license in order to repackage product for cultivators and manufactures of cannabis in conjunction with a cannabis distribution facility located at 4150 Puente Ave. within the IC, Industrial Commercial Zone pursuant to Ordinance 1408. LEGAL REVIEW This report has-been reviewed and approved by the City Attorney as to legal form -and content. - ATTACHMENTS #1 Amended DA 18-03, "Exhibit A" #2 Ordinance 1438 #3 Revised Application ATTACHMENT #1 REVISED DA 18-03 AMENDED DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND RUKLI, INC. ARTICLE 1. PARTIES AND DATE. This is a Government Code Amended Statutory Development Agreement ("STATUTORY AGREEMENT") and is dated March 6, 2019 for references purposes only and is Case No. 18-03 and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) RUKLI, Inc., a California Corporation ("Owner"). This Agreement shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Rukli, Inc. previously entered into a statutory municipal Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was promulgated by or through the Government Code and did contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this amended Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to be the only distributor allowed to obtain a City of Baldwin Park permit to distribute and transport medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and -1- 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or the Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Distribution and Manufacturing Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to be the only business to obtain distribution and transportation permits issued by the City of Baldwin Park to distribute cannabis and cannabis related products. Owner also intends to and is, by virtue of this agreement, granted a manufacturing license in order to repackage product for cultivators and manufacturers based on this amended agreement. Nothing in this STATUTORY AGREEMENT is intended to limit the manufacturing license granted herein; and 2.14 WHEREAS, City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis in the City of Baldwin Park. Multiple cultivation/manufacturing permits have thus far been authorized and City prohibits the sale of cannabis within the City of Baldwin Park so the cannabis must be transported to and sold in cities where it is legal to do so. Owner shall be the exclusive distributor and transporter for the cultivation/manufacturing permit holders within the City of Baldwin Park -2- and City shall condition the cultivation/manufacturing permits on Owner being the exclusive distributor. ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this Development Agreement pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 INTENTIONALLY BLANK 3.1.5 "Development" In the event that the property does not have a building and needs to be developed the building currently on site will be further developed, then "Development' includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" means all permits, licenses, and/or other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. 3.1.7 "Development Approvals" specifically include this STATUTORY AGREEMENT. "Development Approvals" also include both the Existing Development Approvals, if any, and the Subsequent Development Approvals, if any, approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.8 "Development Plan" means the Existing Development Approvals, if any, and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals, if any. 3.1.9 "BPMC" means the City of Baldwin Park Municipal Code. 3. 1.10 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted signed by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee. -3- 3.1.11 "Existing Development Approvals" If any, it means all Development Approvals approved or issued prior to or on the Effective Date. Existing Development Approvals, if any, include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.12 "Existing Land Use Regulations" means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.13 "Land Use Regulations" means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.14 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.15 "Owner' means RUKLI, Inc. a California S Corporation. 3.1.16 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.17 "Project" means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans if any, the application, any and all entitlements, licenses, and permits related to the Project. 3.1.18 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City's written approval and all applicable zoning and distance requirements. 3.1.20.1 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. -4- 3.1.19 "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Subsequent Development Approvals" If any, it means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals, if any occur, include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.21 "Space" If applicable, shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing and harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.22 "Subsequent Land Use Regulations" means, any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents are attached to and, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 —Application. 3.3 Binding Effect of STATUTORY AGREEMENT. The Permit, and/or Project and/or Property is hereby made subject expressly to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals, if any, relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. -5- 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number 8437- 014-014 and 8437-022-008 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The initial term of this STATUTORY AGREEMENT shall be for twenty (20) years commencing as of the Effective Date. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude a cannabis operation on the subject Property, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (ii) A change in State law prohibiting the business permitted such as cultivation, manufacturing or distribution of cannabis products. (iii) Failure to pay any fees due the City. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements approved for the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or 0 (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Sharone "Shaun" Bershatski 569 S. Williams Road. Palm Springs, CA 92264 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's costs to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals, if any, required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications -7- applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and -s- (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without Limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. N 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property, City may do so at any time with no prior notice to Owner. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 The parties acknowledge and agree that the public's need for mitigation and Owner's obligation only commences when the cultivation/manufacturing permit holders commence their operations. Without the commencement of operations by the cultivation/manufacturing permit holders, Owner has nothing to distribute and nothing on which to assess fees. 5.3 For the first year, Owner will pay the City a maximum flat fee in the amount of $220,000 as a Fee. The Fee shall be prorated based on the actual number of the number of licensees that are actually operational and authorized cultivation/manufacturing permit holders. For example, assuming Rukli is distributing for the 19 permit holders, then if only half the permit holders have commenced cultivation/manufacturing, the Fee will be one half or $110,000. 5.4 In year two and year three, Owner shall pay to the City a Fee of $275,000. The proration as set forth in 5.3 shall apply. 5.5 At the beginning of year four and for year five, Owner will pay the City a Fee of $330,000 for years four and five. The proration as set forth in 5.3 shall apply. 5.6 Starting in year four, the Fee shall be increased annually based on increases in the Consumer Price Index. 5.7 The Fee schedule is as follows: the first payment for each year is due for each year on or before July 1 of each year the permit is valid. The second payment for each year the permit is valid is due on or before December 31, 2018. In all subsequent years, the Fee payments are due on the same month and day of each respective year while the permit is valid. 5.8 Further, Owner will pay a yearly payment of $50,000 to the City that can be used to pay a part of a police officer's salary and/or benefits. This $50,000 amount will be due at the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. -10- 5.9 Jobs and Wage Creation. 5.9.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 30 percent of the Proiect's workforce shall consist of residents of the City. In addition owner will adhere to the labor standards agreed upon with the United Food and Commercial Workers, (UFCW) Local 1428 related Labor Peace Agreement i.e.: industry prevailing wages, along with recognized labor friendly health and welfare concessions. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.10 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. [RESERVED] ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically -11- terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT and does not waive any further reviews identified in Sections 7.1 — 7.3. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party not less than thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. Notwithstanding the foregoing to the contrary, if the alleged default is of such a nature that it cannot be cured within thirty (30) days, the alleged defaulting party shall not be deemed in default as long as such party commences to cure such default within such thirty (30) day period and thereafter diligently prosecutes such cure to completion. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any -12- state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's. rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; -13- the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of Owner or the City. Either Party may terminate this STATUTORY AGREEMENT only in the event of a default in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the Party of default setting forth the nature of the default and the actions, if any, required by the Party to cure such default and, where the default can be cured, the Party has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Attorneys' Fees and Costs. In any action or proceeding between the City and Owner brought to interpret or enforce this STATUTORY AGREEMENT, or which in any way arises out of the existence of this STATUTORY AGREEMENT or is based upon any term or provision contained herein, the "prevailing party" in such action or proceeding shall be entitled to recover from the non -prevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this STATUTORY AGREEMENT, the prevailing party's reasonable attorneys' fees and litigation costs, in an amount to be determined by the court. The prevailing party shall be determined by the court in accordance with California Code of Civil Procedure Section 1032. Fees and costs recoverable pursuant to this Section 9.4 include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding. 8.5 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including but not limited to money or fees received by the City hereunder. One example of a material default by Owner would be the failure to timely pay the Mitigation fee or any other payment or fee required by the City under this STATUTORY AGREEMENT or by virtue of any BPMC. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY -14- AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and its agents, officers and employees against and from any and all liabilities, demands, claims, actions, lawsuits, government claims or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which any or all of them may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) the environmental impact report, if any, mitigated negative declaration, if any, or negative declaration, if any, as the case may be, prepared in connection with the development of the Project or Property; and (iii) the proceedings undertaken in connection with the adoption or approval of any of the above. In the event of any legal or equitable action or other proceeding instituted by any party including but not limited to a third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding and Owner shall pay all of City's legal fees for a lawyer of its choosing. Notwithstanding the above, the City, at is sole option, may tender the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City shall at its sole discretion be permitted to select special counsel to defend the City, and Owner shall pay all costs related to retention of such counsel. However, the hourly fee of any special counsel selected by the City may not be over $450.00 per hour. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, -15- subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 INTENTIONALLY BLANK 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. The City will respond to all Public Records Act requests as required by state law and nothing in this -16- paragraph prevents the City from fulfilling its duties under state law regarding Public Records Act requests. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT, provided, further, that any modifications of this STATUTORY AGREEMENT are subject to the provisions of Section 10.5. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are apart of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the -17- City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 Force Majeure. If delays are caused by unforeseen events beyond the control of Owner, such delays will entitle Owner to an extension of time as provided in -18- this Section and Article 7. Such unforeseen events ("Force Majeure") shall mean war, insurrection, acts of God, local, state or national emergencies, third party litigation, strikes and other labor difficulties beyond the party's control, any litigation filed by a third party, any Action initiated by the Federal Government or State Government, or any default by the City hereunder, which Force Majeure event substantially interferes with the development or construction of the Project. 11.10 In the case of a Force Majeure event, any and all time periods referred to in this STATUTORY AGREEMENT shall be extended for a period equal to any delay to the Project caused by any such Force Majeure event; provided, however, that no such time period shall be extended beyond a cumulative total of five (5) years. Extensions of time, when granted, will be based upon the effect of delays on the Project. They will not be granted for: (1) delays of three days or less or (2) for delays due to Owner's inability to obtain financing with respect to the Development of the Project. Owner shall in writing promptly notify Chief Executive Officer upon learning of any such Force Majeure event. The Chief Executive Officer or his or her designee shall ascertain the facts and the extent of the delay and his findings thereon shall be included in Owner's annual monitoring report unless Owner disputes the findings and requests that the period of delay be heard and determined as a part of the annual review process. 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Successors in Interest. The permit may not be transferred or sold without City Council approval. The permit may only be transferred to a family member if the current owner(s) are unable to operate the business because of mental incompetence or physical incapacity. The burdens of this STATUTORY AGREEMENT shall be binding upon, and the benefits of this STATUTORY AGREEMENT shall inure to, all successors in interest to the parties to this STATUTORY AGREEMENT. The burdens of the STATUTORY AGREEMENT shall be binding upon, and the benefits of the STATUTORY AGREEMENT shall inure to all successors in interest to the parties to this STATUTORY AGREEMENT. 11.13 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.14 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. -19- 11.15 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.16 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.17 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.18 Agent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.19 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT -20- on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.20 Nexus/Reasonable Relationship Challenges. Owner consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that they constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, or impose an unlawful tax. 11.21 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.22 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or Owners successors in interest, assigns, partners, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners successors in interest, assigns, partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.23 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.24 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it -21- receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.25 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK RUKLI, INC. By: Manuel Lozano, Mayor ATTEST: By: Jean M. Ayala, City Clerk APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney -22- By: President APPROVED AS TO FORM: By: Legal Counsel for RUKLI, INC. ATTACHMENT #2 ORDINANCE 1438 ORDINANCE 1438 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH RUKLI, INC. FOR THE DISTRIBUTION OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4150 PUENTE AVENUE (APN: 8437-014-014 and 8437-022-008) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a Development Agreement with the City of Baldwin Park will be required; and WHEREAS, RUKLI, Inc. also intends to and is, by virtue of this Development Agreement, granted a manufacturing license in order to repackage product for cultivators and manufacturers based on the Development Agreement. WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on February 27, 2019, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on March 6, 2019; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and Ordinance 1438 Page 2 WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on March 6, 2019. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-1.5) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because both of the locations of the cannabis distribution business are located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently Ordinance 1438 Page 3 amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. The distribution facility is the hub of all RUKLI Activity and as such security is this highest priority. RUKLI, Inc. intends to utilize the best available SOP's and technologies to minimize security risks, thereby minimizing any potential for negative impacts upon the surrounding area and Citywide. Both interior and exterior security will be provided, including video surveillance, sensor cables, and motion detection. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #2 through #5 to the Planning Commission and City Council staff reports dated June 13 and June 20, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. Ordinance 1438 Page 4 PASSED AND APPROVED ON THE _ day of , 2019 MANUEL LOZANO, MAYOR ATTEST: JEAN M. AYALA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, JEAN M. AYALA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on 2019. Thereafter, said Ordinance No. 1438 was duly approved and adopted at a regular meeting of the City Council on , 2019 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: JEAN M. AYALA, CITY CLERK ATTACHMENT #3 PLANNING COMMISSION RESOLUTION 19-06 RESOLUTION PC 19-06 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF BALDWIN PARK RECOMMENDING THAT THE CITY COUNCIL ADOPT ORDINANCE 1438 AND AMEND DEVELOPMENT AGREEMENT 18-03 TO GRANT A MANUFACTURING LICENSE IN ORDER TO REPACKAGE PRODUCT FOR CULTIVATORS AND MANUFACTURES OF CANNABIS WITHIN THE IC, INDUSTRIAL COMMERCIAL ZONE(LOCATION: 4150 PUENTE AVENUE; DA 18- 03). THE PLANNING COMMISSION OF THE CITY OF BALDWIN PARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. That the Planning Commission of the City of Baldwin Park does hereby find, determine and declare as follows: (a) That the City of Baldwin Park, heretofore filed applications for Development Agreements relating to Adult and Medical Cannabis Cultivation and Manufacturing permits; (b) That the Planning Commission conducted a duly noticed hearing upon said matter, and based upon the evidence presented, it was determined that the public interest, necessity, convenience and general welfare require the recommendation of approval to the City Council for the amendment to the Development Agreement; and (c) Each fact set forth in the staff report dated February 27, 2019 from the City Attorney's Office, prepared by Ron Garcia, City Planner to the Chair and Planning Commissioners ("Staff Report") is true and correct. SECTION 2. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed amendment to Development Agreement Projects (DA 18-03) will not have a significant impact of the environment and is Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. SECTION 3. That the Planning Commission recommends that the City Council adopt Ordinance 1438 and amend Development Agreement 18-03 to grant a manufacturing license in order to repackage product for cultivators and manufactures of cannabis at the location of 4150 Puente Avenue attached as Attachments #1 through #3; and SECTION 4. The Secretary shall certify to the adoption of this Resolution and shell forward a copy hereof to the City Clerk. PASSED AND APPROVED on the 27th day of February, 2019. DA 18-03 February 27, 2019 Resolution PC 19-06 Paae 2 KEVIN P. ROONEY, CHAIR BALDWIN PARK PLANNING COMMISSION ATTEST: Ron Garcia, SECRETARY BALDWIN PARK PLANNING COMMISSION STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS. CITY OF BALDWIN PARK I, RON GARCIA, Secretary of the Baldwin Park Planning Commission, do hereby certify that the foregoing Resolution No. PC 19-06 was duly and regularly approved and adopted by the Planning Commission at a regular meeting thereof, held on the 27th day of February, 2019 by the following vote: AYES: COMMISSIONERS: NOES: COMMISSIONERS: ABSTAIN: COMMISSIONERS: ABSENT: COMMISSIONERS: RON GARCIA BALDWIN PARK PLANNING COMMISSION ATTACHMENT #4 UPDATED APPLICATION PAGE #1 CANNABIS PERMIT APPLICATION e1of7 CANNABIS PERMIT APPLICATION This application pertains to a discretionary permit. However, unlike typical discretionary permits, this application process is a competitive process with a limit on the number of applications that will be selected. All fees paid are nonrefundable regardless of outcome. A "non -vesting" Development Agreement will need to be agreed upon in order to receive a permit. This "non -vesting" Development Agreement is also discretionary and involves a competitive process. Due to City staffing constraints, applicants are directed to schedule appointments with the Planning Division to submit applications. Otherwise, there is no guarantee that a city planner will be available to take in applications. Applications may not be dropped off without review from a city planner. Further, no mailed or e-mailed applications will be accepted. Business Name: Business Contact Business Contact Title: Dre S- a e .,t - Business Contact Mailing Address: �� .� �- P0,_ Lt..,canizoa Primary Phone No.: Emerger E-mail: - po ao Permit Being Requested: Please mark all applicable boxes below to identify which cannabis operations permits you are seeking through this Cannabis Permit Application. A separate application and fee is not necessary for each category type in which you are submitting an application for consideration. One application and application fee suffices for all categories (e.g., Cultivation and Manufacturing). However, you must include in your application package all the information requested for each category you seek to operate. For example, if you are seeking to manufacture AND cultivate, you will need to include both uses in your Business Plan, Neighborhood Plan, Security Plan, etc. El Cultivation: Square Footage: ,X Manufacturing: Square Footage: 2 div El Testing: Square Footage: El Distribution (Transportation) BP.Application.Cannabis.Permit.Appl.4.26.18 ITEM NO. ( 5 TO: Honorable Mayor and City Councilmembers FROM: Rose Tam, Finance Direct DATE: March 6, 2019 �' r SUBJECT: The Comprehensive Annual Financial Report For Fiscal Year 2017-18 SUMMARY The purpose of this report is to present the City's Comprehensive Annual Financial Report (CAFR) and other reports attached herewith for fiscal year ended June 30, 2018. FISCAL IMPACT There is no fiscal impact to receive and file these reports. RECOMMENDATION It is recommended that the City Council receive and file the City of Baldwin Park's CAFR for fiscal year ended June 30, 2018 and all accompanying reports. BACKGROUND Annually, the Finance Department prepares and publishes the City's CAFR following the completion of an independent and certified audit. The independent certified audit firm is Vasquez & Company LLP. The CAFR is an extensive report summarizing the financial activities of the City that occurred from July 1, 2017 through June 30, 2018. The CAFR is prepared in compliance with Governmental Accounting Standards Board (GASB) standards. Pursuant to GASB guidelines, the City's CAFR is divided into three sections: Introductory, Financial and Statistical. The Introductory section contains a Letter of Transmittal. This letter includes a brief overview of the City, economic outlook, operational controls, and major initiatives. It also includes the GFOA Certificate of Achievement for Excellence in Financial Reporting for the fiscal year ended June 30, 2017. The City has consistently received this award. The CAFR for the fiscal year ended June 30, 2018, was submitted to GFOA with the expectation of receiving this award again. The Financial section contains the independent auditor's report, Management's Discussion & Analysis (MD&A), and the basic financial statements. The Firm of Vasquez & Company has issued an unmodified ("clean") opinion on the financial statements for the fiscal year ended June 30, 2018. This means that their examination, testing and audit procedures allowed them to conclude that the financial statements present fairly, in all material respects, the financial position of the City. This is the best opinion that the City can receive from its auditors. The MD&A provides a narrative of how the financial report is presented and key highlights of some of the changes in financial position. The MD&A provides tables showing comparative information from fiscal year ended June 30, 2017 to June 30, 2018. The final section of the CAFR is the Statistical Section. This section presents data useful in analyzing the City's financial and operational history for comparative purposes. Some of the statistics tracked include financial trends, revenue capacity and debt capacity which are useful for evaluating the City's financial stability. In addition to the CAFR, the auditor issued a Single Audit Report As of and for the Year Ended June 30, 2018, with Report of Independent Auditors on Compliance and on Internal Control. The purpose of this report is to describe the scope of the auditors' testing of internal control over compliance. All non -Federal entities that expend $750,000 or more of Federal awards in a year are required to obtain an annual audit to comply with both the OMB Standards and Uniform Guidance. The Single Audit had been completed and the Independent auditors have indicated that the City of Baldwin Park has complied, in all material respects, with compliance requirements for the fiscal year ended June 30, 2018. Article XIII -B of the California Constitution places limits on the amount of revenue that can be spent by the State and each local government entity. It is the responsibility of the City to calculate the annual appropriations limit. The City's auditors are required to review and approve the appropriations calculation as part of their audit to the City. The auditor found no exceptions to the City's calculation of the appropriations limit. The Independent Accountants' Report on Agreed -Upon Procedures Applies to Appropriations Limit Worksheet is included as Attachment 3. LEGAL REVIEW Not required ALTERNATIVES None ATTACHMENTS 1. Comprehensive Annual Financial Report (CAFR) for Fiscal Year Ended June 30, 2018 (Posted on the City's Website under Finance. Report will be also available for viewing upon request at the City Clerk's office) 2. Single Audit Report 3. Report on Agreed -Upon Procedures of the City's GANN Appropriation Limit Note: Fiscal Year Financial Highlights included in auditor's PowerPoint Presentation. ATTACHMENT 1 Comprehensive Annual Financial Report (CAFR) for Fiscal Year Ended June 30, 2018 (Posted on the City's Website under Finance. Report will be also available for viewing upon request at the City Clerk's office) ATTACHMENT 2 Single Audit Report City of Baldwin Park Single Audit Report As of and for the Year Ended June 30, 2018 with Report of Independent Auditors RSM US Alliance vilaVasauez RSMX &Company, LLP �' rt^nc.F F uMic. Acl-,wlrtl, and Rlw'.nes,. Com'Wtan 4,: City of Baldwin Park Single Audit Report As of and for the Year Ended June 30, 2018 with Report of Independent Auditors City of Baldwin Park Table of Contents PAGE REPORTS OF INDEPENDENT AUDITORS Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Report on Compliance for Each Major Federal Program, on Internal Control over Compliance, and on the Schedule of Expenditures of Federal Awards Required by the Uniform Guidance 3 SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS 0 NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS 7 SCHEDULE OF FINDINGS AND QUESTIONED COSTS 8 MH VasQuez WA & Company LLP 655 N Central Avenue, Suite 1550 Glendale, CA 91203 Ph. (213) 873-1700 Fax(213)873-1777 www.vasquezcpa.com OFFICE LOCATIONS: Los Angeles Sacramento San Diego Manila Report of Independent Auditors on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards The Honorable Mayor and Members of the City Council City of Baldwin Park Baldwin Park, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, business -type activities, each major fund, and the aggregate remaining fund information of the City of Baldwin Park (the City), as of and for the year ended June 30, 2018, and the related notes to the financial statements which collectively comprise the City's basic financial statements, and have issued our report thereon dated December 31, 2018. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the City's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. VJ- LL Glendale, California December 31, 2018 K 655 N Central Avenue, Suite 1550 Glendale, CA 91203 Ph. (213) 873-1700 Fax(213)873-1777 www.vasquezcpa.com OFFICE LOCATIONS: Los Angeles Sacramento San Diego Manila Report of Independent Auditors on Compliance for Each Major Federal Program, on Internal Control over Compliance, and on the Schedule of Expenditures of Federal Awards Required by the Uniform Guidance The Honorable Mayor and Members of the City Council City of Baldwin Park Baldwin Park, California Report on Compliance for Each Major Federal Program We have audited the City of Baldwin Park's (the City) compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of the City's major federal programs for the year ended June 30, 2018. The City's major federal programs are identified in the summary of auditors' results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with the federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditors' Responsibility Our responsibility is to express an opinion on compliance for each of the City's major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Govemment Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the City's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of the City's compliance. 3 Opinion on Each Major Federal Program In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on its major federal programs for the year ended June 30, 2018. Report on Internal Control Over Compliance Management of the City is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the City's internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for its major federal programs and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the City's internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. 4 Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City as of and for the year ended June 30, 2018, and the related notes to the financial statements, which collectively comprise the City's basic financial statements. We issued our report thereon dated December 31, 2018, which contained unmodified opinions on those financial statements. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the basic financial statements. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal awards is fairly stated in all material respects in relation to the basic financial statements as a whole. V,r:;�f , ~.M Glendale, California February 25, 2019 (except for the Schedule of Expenditures of Federal Awards, as to which the date is December 31, 2018) 5 City of Baldwin Park Schedule of Expenditures of Federal Awards Year ended June 30, 2018 See Notes to Schedule of Expenditures of Federal Awards. 6 Passed Through to Pass -Through Subrecipients CFDA Entity Identifying or Provided to Federal Federal Grantor/Pass-Through Grantor/Program Title Number Number Subrecipients Expenditures U.S. Department of Housing and Urban Development DirectProgram Section 8 Cluster: Section 8 Housing Choice Vouchers 14.871 $ - $ 5,133,026 •" Public Housing Capital Fund' " 14.872 - 14,919 Community Development Blocks Grants/EntitlementGrants 14.218 - 911,120 - Home Investment Partnerships Program 14.239 95,298 Total U.S. Department of Housing and Urban Development 6,154,363 U.S. Department of Justice Direct Program Equitable Sharing Program 16.922 256,089 Security Technology Update 16.738 - 18,675 "Bulletproof Vest Partnership Program 16.607 '' 1,942 Total U.S. Department of Justice - 276,706 U.S. Department of Agriculture Direct Program Summer Food Service Program for Children 10.559 - 12,652 Total U.S. Department of Agriculture - 12,652 U -S. Degartm rit of Transportation Pass -Through Program from Los Angeles County Metropolitan Transportation Authority State and Community Highway'Safety 20.600 PT1705 15,152 13;152 Npnirnu n Penalties for Repeat Offenders for Driving While IntoAcated 20.606 PT1705 4,353 4,353 State and Community Highway Safety 20.600'' PT18007 '' 21,526 21,526 tuimmum Penalties for Repeat Offenders for Driving While Into)"ted 20.606 PT18D07 14,568 14,568 Total U.S. Department of Transportation 55,599 55,599' Total Federal Expenditures $ 55;599 $ "' 6,499,320 " Major Program See Notes to Schedule of Expenditures of Federal Awards. 6 City of Baldwin Park Notes to Schedule of Expenditures of Federal Awards Year ended June 30, 2018 NOTE 1 BASIS OF PRESENTATION The accompanying schedule of expenditures of federal awards (SETA) presents the activity of all federal financial assistance programs of the City of Baldwin Park, California (City). For purposes of this schedule, financial awards include federal awards received directly from a federal agency, as well as federal funds received indirectly by the City from a non-federal agency or other organization. Only the portions of program expenditures reimbursable with federal funds are reported in the accompanying schedules. Program expenditures in excess of the maximum reimbursement authorized, if any, or the portion of the program expenditures that were funded with other state, local or other non-federal funds are excluded from the accompanying schedule. The information in the SEFA is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the SEFA presents only a selected portion of the operation of the City, it is not intended to and does not present the financial position, changes in net assets, or cash flows of the City. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying SEFA is presented using the modified -accrual basis of accounting for governmental funds and the accrual basis of accounting for proprietary funds, which is described in Note 1 of the notes to the City's basic financial statements, except that the lending of certain federal award monies and acquisition of capital assets are reported as expenditures of federal funds. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. The City has elected not to use the 10 -percent de minimis indirect cost rate allowed in the Uniform Guidance. NOTE 3 RELATIONSHIP TO FEDERAL FINANCIAL REPORTS Grant expenditure reports as of June 30, 2018, which have been submitted to grantor agencies, will, in some cases, differ from amounts disclosed herein. The reports prepared for grantor agencies are typically prepared at a later date and often reflect refined estimates of the year-end accruals. NOTE 4 RELATIONSHIP TO COMPREHENSIVE ANNUAL FINANCIAL REPORT Amounts reported in the accompanying SEFA agree, in all material respects, to amounts reported within the City's Comprehensive Annual Financial Report. 7 City of Baldwin Park Schedule of Findings and Questioned Costs Year ended June 30, 2018 Section I — Summary of Auditors' Results Financial Statements Type of auditors' report issued on whether the financial statements audited were prepared in accordance with GAAP: Unmodified Internal control over financial reporting: • Material weakness(es) identified? No • Significant deficiency(ies) identified? None reported Noncompliance material to financial statements noted? No Federal Awards Internal control over major programs: • Material weakness(es) identified? No • Significant deficiency(ies) identified? None reported Type of auditors' report issued on compliance with respect to major federal programs: Unmodified Any audit findings disclosed that are required to be reported in accordance with Section 2 CFR 200.516(a)? No Identification of Maior Programs: CFDA Number Name of Federal Program 14.871 Section 8 Housing Choice Vouchers 14.218 Community Development Block Grants / Entitlement Grants Dollar threshold used to distinguish between Type A and Type B programs Auditee qualified as a low-risk auditee? L $750,000 Yes City of Baldwin Park Schedule of Findings and Questioned Costs Year ended June 30, 2018 Section II — Financial Statement Findings None. City of Baldwin Park Schedule of Findings and Questioned Costs Year ended June 30, 2018 Section III — Federal Awards Findings and Questioned Costs None. 10 www.vasquezcpa.com Vasquez & Company LLP has over 45 years of experience in performing audit, accounting & consulting services for all types of nonprofit organizations, for-profit companies, governmental entities and publicly traded companies. Vasquez is a member of the RSM US Alliance. RSM US Alliance provides its members with access to resources of RSM US LLP. RSM US Alliance member firms are separate and independent businesses and legal entities that are responsible for their own acts and omissions, and each are separate and independent from RSM US LLP. RSM US LLP is the U.S. member firm of RSM International, a global network of independent audit, tax, and consulting firms. Members of RSM US Alliance have access to RSM International resources through RSM US LLP but are not member firms of RSM International. Visit rsmus.com/about us for more information regarding RSM US LLP and RSM International. The RSMTm logo is used under license by RSM US LLP. RSM US Alliance products and services are proprietary to RSM US LLP. 655 N Central Avenue, Suite 1550 • Glendale, California 91203 • Ph. (213) 873-1700 • Fax (213) 873-1777 CITY OF BALDWIN PARK 14403 E. Pacific Avenue Baldwin Park, CA 91706 Phone (626) 960-4011 Summary Schedule of Prior Audit Findings For the year ended June 30, 2018 Finding Reference Audit Finding Corrective Action Taken F-2017-001 During our testing of allowable costs, we The City has implemented selected timesheets for testing of allowability control procedures and have of payroll costs and we noted the following: updated the internal policy to ensure that the percentage • 1 timesheet showed 76% was work used in the timesheet is performed for Section 8 Housing Choice consistent with the actual Vouchers program but the allocated percentage charged to the percentage charged to the Section 8 program. Housing Choice Vouchers was 91 %. Contact person responsible: Rose Tam, Director of Finance Current status: Implemented FS 2016-001 We noted the City has not performed a The City completed the complete physical inventory of capital assets physical inventory of capital in the last several fiscal years. Thus, there assets as of June 30, 2018. may be assets included in the capital asset We also updated and schedule that no longer exist. implemented our internal procedures to meet the auditor's recommendation regarding obsolete items, reconciliation of fixed asset register in the general ledger, and tagged all City's Capital Asset that meets the threshold. Contact person responsible: Rose Tam, Director of Finance Current status: Implemented ATTACHMENT 3 Report on Agreed -Upon Procedures of the City's GANN Appropriation Limit City of Baldwin Park Report of Independent Accountants on Agreed-upon Procedures Applied to Appropriations Limit Worksheet No. 6 Year Ended June 30, 2018 RSM US A91ame WINVa Qu z RSM WRAIMM &Company LLP Certified Public Accountants anis Business Consultants City of Baldwin Park Report of Independent Accountants on Agreed-upon Procedures Applied to Appropriations Limit Worksheet No. 6 Year Ended June 30, 2018 City of Baldwin Park Appropriations Limit Worksheet No. 6 Table of Contents PAGE REPORT OF INDEPENDENT ACCOUNTANTS ON AGREED-UPON PROCEDURES 4 Appropriations Limit Worksheet No. 6 3 Notes to Appropriations Limit Worksheet No. 6 4 Report of Independent Accountants on Agreed-upon Procedures Applied to Appropriations Limit Worksheet No. 6 Honorable Mayor and Members of City Council City of Baldwin Park We have performed the procedures enumerated below to the accompanying Appropriations Limit Worksheet No. 6 of the City of Baldwin Park, California for the year ended June 30, 2018. These procedures, which were agreed to by the City of Baldwin Park, California and the League of California Cities (as presented in the League publication entitled Agreed-upon procedures Applied to the Appropriations Limitation Prescribed by Article Xlll B of the California Constitution) were performed solely to assist the City of Baldwin Park, California in meeting the requirements of Section 1.5 of Article XIII B of the California Constitution. The City of Baldwin Park's management is responsible for the Appropriations Limit Worksheet No. 6. The sufficiency of the procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures performed and our findings were as follows: We obtained the completed Worksheet No. 6 for the year ended June 30, 2018 and compared the limit and annual adjustment factors included in that worksheet to the limit and annual adjustment factors that were adopted by resolution of the City Council. We also compared the population and inflation options included in the aforementioned worksheet to those that were selected by a recorded vote of the City Council. Finding: No exceptions were noted as a result of this procedure. 2. For the accompanying Appropriations Limit Worksheet No. 6, we added last year's limit to the total adjustments, and compared the resulting amount to this year's limit. Finding: No exceptions were noted as a result of this procedure. 3. We compared the current year information presented in the accompanying Appropriations Limit worksheet No. 6 to the other worksheets described in No. 1 above. Finding: No exceptions were noted as a result of this procedure. X Vasw GSS N Central Auen 5uka, 3 Gtendele, CA 93202203 PA, flu) a3-170 &Company LLP f2 Certified Publ€cAccountantsand 91wrtess£onsu!talts WWW c4tn = Report of Independent Accountants on Agreed-upon Procedures Applied to Appropriations Limit Worksheet No. 6 Honorable Mayor and Members of City Council City of Baldwin Park We have performed the procedures enumerated below to the accompanying Appropriations Limit Worksheet No. 6 of the City of Baldwin Park, California for the year ended June 30, 2018. These procedures, which were agreed to by the City of Baldwin Park, California and the League of California Cities (as presented in the League publication entitled Agreed-upon procedures Applied to the Appropriations Limitation Prescribed by Article Xlll B of the California Constitution) were performed solely to assist the City of Baldwin Park, California in meeting the requirements of Section 1.5 of Article XIII B of the California Constitution. The City of Baldwin Park's management is responsible for the Appropriations Limit Worksheet No. 6. The sufficiency of the procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures performed and our findings were as follows: We obtained the completed Worksheet No. 6 for the year ended June 30, 2018 and compared the limit and annual adjustment factors included in that worksheet to the limit and annual adjustment factors that were adopted by resolution of the City Council. We also compared the population and inflation options included in the aforementioned worksheet to those that were selected by a recorded vote of the City Council. Finding: No exceptions were noted as a result of this procedure. 2. For the accompanying Appropriations Limit Worksheet No. 6, we added last year's limit to the total adjustments, and compared the resulting amount to this year's limit. Finding: No exceptions were noted as a result of this procedure. 3. We compared the current year information presented in the accompanying Appropriations Limit worksheet No. 6 to the other worksheets described in No. 1 above. Finding: No exceptions were noted as a result of this procedure. 4. We compared the prior year appropriations limit presented in the accompanying Appropriations Limit Worksheet No. 6 to the prior year appropriations limit adopted by the City Council for the prior year. Finding: No exceptions were noted as a result of this procedure. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not perform an audit, the objective of which would be the expression of an opinion on the accompanying Appropriations Limit Worksheet No. 6. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. No procedures have been performed with respect to the determination of the appropriation limit for the base year, as defined by Article XIII B of the California Constitution. This report is intended solely for the use of the City Council and management of the City of Baldwin Park, California and is not intended to be, and should not be, used by anyone other than these specified parties. However, this report is a matter of public record and its distribution is not limited. + 'LLP Glendale, California December 31, 2018 2 City of Baldwin Park Appropriations Limit Worksheet No. 6 For the year ended June 30, 2018 Appropriations limit for fiscal year ended June 30, 2017 Adjustments factors for the fiscal year ended June 30, 2018 Inflation Population Factor Factor Combined (Note 3) (Note 4) Factor 1.0369 1.0041 1.0412 Adjustment for inflation and population Other adjustments $ Total adjustments Appropriations limit for fiscal year ended June 30, 2018 $ 72,255,645 0.0412 2,973,413 2,973,413 75,229,058 Unaudited, see Report of Independent Accountants on Agreed -Upon Procedures applied to Appropriations Limit Worksheet No. 6 and Accompanying Notes. 3 City of Baldwin Park Notes to Appropriations Limit Worksheet No. 6 For the year ended June 30, 2018 NOTE 1 PURPOSE OF LIMITED PROCEDURES REVIEW Under Article XIII B of the California Constitution (the Gann Spending Limitation Initiative), California governmental agencies are restricted as to the amount of annual appropriations from proceeds of taxes. Effective for years beginning on or after July 1, 1990, under Section 1.5 of Article XIII B, the annual calculation of the appropriations limit is subject to an agreed-upon procedures review in connection with the annual audit. NOTE 2 METHOD OF CALCULATION Under Section 10.5 of Article XIII B, for fiscal years beginning on or after July 1, 1990, the appropriations limit is required to be calculated based on the limit for the fiscal year 1986-87, adjusted for the inflation and population factors discussed at Notes 3 and 4 below. NOTE 3 INFLATION FACTORS A California governmental agency may adjust its appropriations limit by either the annual percentage change in the 4th quarter per capita personal income (which percentages are supplied by the State Department of Finance), or the percentage change in the local assessment roll from the preceding year due to the change of local nonresidential construction. The factor adopted by the City of Baldwin Park for the fiscal year 2017-2018 represents the annual percentage change in the State's per capita personal income. NOTE 4 POPULATION FACTORS A California governmental agency may adjust its appropriations limit by either the annual percentage change of the jurisdiction's own population, or the annual percentage change in population in the County where the jurisdiction is located. The factor adopted by the City of Baldwin Park for fiscal year 2017-2018 represents the annual percentage change in population for the City. NOTE 5 OTHER ADJUSTMENTS A California government agency may be required to adjust its appropriations limit when certain events occur, such as the transfer of responsibility for municipal services to, or from, another government agency or private entity. The City of Baldwin Park had no such adjustments for the year ended June 30, 2018. Unaudited; see Report of Independent Accountants on Agreed -Upon Procedures applied to Appropriations Limit Worksheet No. 6 and Accompanying Notes. 4 www.vasquezcpa.com Vasquez & Company LLP has over 45 years of experience in performing audit. accounting & consulting services for all types of nonprofit organizations, for-profit companies, governmental entities and publicly traded companies. Vasquez is a member of the RSM US Alliance. RSM US Alliance provides its members with access to resources of RSM US LLP. RSM US Alliance member firms are separate and independent businesses and legal entities that are responsible for their own acts and omissions, and each are separate and independent from RSM US LLP. RSM US LLP is the U.S. member firm of RSM International, a global network of independent audit, tax, and consulting firms. Members of RSM US Alliance have access to RSM International resources through RSM US LLP but are not member firms of RSM International. Visit rsmus.com/about us for more information regarding RSM US LLP and RSM International. The RSMTm logo is used under license by RSM US LLP. RSM US Alliance products and services are proprietary to RSM US LLP. 655 N Central Avenue, Suite 1550 • Glendale, California 91203-1437 • Ph. (213) 873-1700 • Fax (213) 873-1777 STAFF REPORT ITEM NO. 1(0 TO: Honorable Mayor and Members of the City Council FROM: Lourdes Morales, Chief Deputy City Clerk_ DATE: March 6, 2019 SUBJECT: Approve and Adopt Resolution No. 2019-002 Entitled, "A Resolution of the City Council of the City of Baldwin Park, California, Appointing Representatives and Alternates as Official Representatives of the City"; and Review and Appoint Members to the Established Committees, as Appropriate SUMMARY This report requests' City Council selection of designated representatives and alternates as official representatives of the City. RECOMMENDATION Staff recommends City Council rescind Resolution 2019-001 and complete the review and appointment of members to the positions of delegates and alternates of the established committees and organizations presented in Resolution No. 2019-002, entitled "A Resolution of the City Council of the City of Baldwin Park, California, Appointing Representatives and Alternates as Official Representatives of the City". FISCAL IMPACT Not Applicable BACKGROUND Each year, following the reorganization of the City Council, the Council is requested to designate members as representatives and alternates on certain committees and organizations. During the regularly scheduled City Council meeting of February 6, 2019, the City Council made appointments to certain agencies approved by Resolution 2019-001 and directed staff pending appointments be brought back for selection. ALTERNATIVES Not Applicable LEGAL REVIEW Not Applicable ATTACHMENTS 1. Resolution No. 2019-002 2. Roster of City Council Appointed Delegates RESOLUTION NO. 2019-002 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, APPOINTING REPRESENTATIVES AND ALTERNATES AS OFFICIAL REPRESENTATIVES OF THE CITY WHEREAS, it is the Council's desire to review and/or amend the existing appointments; and WHEREAS, Resolution No. 2019-001 adopted February 6, 2019 and all other Resolutions inconsistent herewith are hereby repealed and rescinded. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BALDWIN PARK HEREBY RESOLVES AS FOLLOWS: Section 1. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the San Gabriel Valley Water Association — Quarterly luncheon held in various locations (MEMBERS RECEIVE A STIPEND — NO) Existing Appointees New Appointees Representative: Councilmember Susan Rubio Alternate: Mavor Manuel Lozano Section 2. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the Los Angeles County Sanitation District Nos. 15 & 22 — 4t" Wednesday at 1:30 p.m.; Joint Administration Office (MEMBERS RECEIVE A STIPEND — $125 per meeting) Existing Appointees New Appointees Representative: *Mayor Manuel Lozano Mayor Manuel Lozano Alternate: Council Member Ricardo Pacheco Mayor Pro Tem Garcia *Appointment of Mayor required by Sanitation District Section 3. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the League of California Cities — Los Angeles County Division — 1St Thursday at 6:00 p.m.; various locations (MEMBERS RECEIVE A STIPEND — NO) Existing Appointees New Appointees Re resentative: Mayor Pro Tem Cruz Baca Council Member Alejandra Avila Alternate: Councilmember Susan Rubio Council Member Paul C. Hernandez Section 4. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the Civil Defense Area "D" General Membership Meeting — 3'd Thursday at 8:30 a.m.; Area D Office (MEMBERS RECEIVE A STIPEND — NO) Existing Appointees New Appointees Re resentative: Chief of Police Chief of Police Alternate: Mavor Manuel Lozano Mayor Manuel Lozano Section 6. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the Independent Cities Association — 2nd Tuesday at 7:00 p.m.; rotating Council Chambers (MEMBERS RECEIVE A STIPEND — NO) Existing Appointees New Appointees Representative: Mayor Pro Tem Monica Garcia Council Member Paul C. Hernandez Alternate: Councilmember Ricardo Pacheco Council Member Alejandra Avila Section 7. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the Independent Cities Association Lease Finance Authority — As Needed Basis in various times/locations (MEMBERS RECEIVE A STIPEND — $150 per meeting) Existing Appointees New Appointees Representative: Councilmember Ricardo Pacheco Council Member Ricardo Pacheco Alternate: Chief of Police Chief of Police Section 8. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the Los Angeles County - City Selection Committee - As Needed Basis in various times/locations (MEMBERS RECEIVE A STIPEND - NO) ew Appointees Re resentative: *Ma or Manuel Lozano Mayor Manuel Lozano Alternate: Mayor Pro Tem Monica Garcia Mayor Pro Tem Monica Garcia *Appointment of Mayor required by State Law Section 9. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the Southern California Association of Governments — Annual Conference in the month of May (MEMBERS RECEIVE A STIPEND — NO) New Appointees Representative: Councilmember Tem Cruz Baca Alternate: Councilmember Susan Rubio Section 10. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the Foothill Transit Zone — Last Friday of the Month at 7.45 a.m.; Foothill Transit Administrative Offices (MEMBERS RECEIVE A STIPEND — $161 per meeting) Existing Appointees New Appointees Re resentative: Councilmember Ricardo Pacheco Alternate: Councilmember Cruz Baca Section 11. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the California Contract Cities Association (CCCA) — 3rd Wednesday at 6:00 p.m. in various locations (MEMBERS RECEIVE A STIPEND — No) Existing Appointees New Appointees Representative: Mayor Pro Tem Monica Garcia Mayor Pro Tem Monica Garcia Alternate: Councilmember Susan Rubio Mayor Manuel Lozano Section 12. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the Governing Board of the San Gabriel Valley Mosquito and Vector Control District -2nd Friday at 10:00 a.m. in the District Office (MEMBERS RECEIVE A STIPEND — $100 per meeting) Section 13. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the San Gabriel Valley Council of Governments — 3rd Thursdays at 6:00 p.m. at the Municipal Water District (MEMBERS RECEIVE A STIPEND — $75 per meeting) Existina Appointees New Appointees Representative: Councilmember Cruz Baca Mayor Pro Tem Monica Garcia Alternate: Mavor Pro Tem Monica Garcia Council Member Alejandra Avila Section 14. The City Council of the City of Baldwin Park does hereby appoint the following persons as its representative, alternate and substitute alternate representative to the Governing Board of the Independent Cities Risk Management Authority (ICRMA) — 2nd Thursday at 10:00 a.m.; Rio Hondo Event Center (MEMBERS RECEIVE A STIPEND — NO) Existing Appointees New Appointees Representative: Councilmember Cruz Baca Councilmember Cruz Baca (Must be Elected Official) Pacheco Expires: 12/31/2019 per Health and Alternate: Chief Executive Officer Safety Code § 2024 a Alternate. Councilmember Ricardo Pacheco Councilmember Ricardo Pacheco *Not required Human Resources/Risk Expires: 12/31/2019 per Health and (May be staff member Manager Laura Thomas Safety Code § 2024 a Section 13. The City Council of the City of Baldwin Park does hereby appoint the following persons as representative and alternate members of the San Gabriel Valley Council of Governments — 3rd Thursdays at 6:00 p.m. at the Municipal Water District (MEMBERS RECEIVE A STIPEND — $75 per meeting) Existina Appointees New Appointees Representative: Councilmember Cruz Baca Mayor Pro Tem Monica Garcia Alternate: Mavor Pro Tem Monica Garcia Council Member Alejandra Avila Section 14. The City Council of the City of Baldwin Park does hereby appoint the following persons as its representative, alternate and substitute alternate representative to the Governing Board of the Independent Cities Risk Management Authority (ICRMA) — 2nd Thursday at 10:00 a.m.; Rio Hondo Event Center (MEMBERS RECEIVE A STIPEND — NO) Section 15. That the City Clerk shall certify to the adoption of this Resolution and shall forward copies hereof to said committees and organizations. Existing Appointees New Appointees Representative: Councilmember Ricardo Mayor Manuel Lozano (Must be Elected Official) Pacheco Alternate: Chief Executive Officer Chief Executive Officer Shannon (May be staff member Shannon Yauchzee Yauchzee Substitute Alternate: Human Resources/Risk Human Resources/Risk Manager (May be staff member Manager Laura Thomas Laura Thomas Section 15. That the City Clerk shall certify to the adoption of this Resolution and shall forward copies hereof to said committees and organizations. PASSED, APPROVED, AND ADOPTED this 6t" day of March, 2019. MANUEL LOZANO MAYOR ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELESSS: CITY OF BALDWIN PARK I, JEAN M. AYALA, City Clerk of the City of Baldwin Park do hereby certify that the foregoing Resolution No. 2019-002 was duly adopted by the City Council of the City of Baldwin Park at a regular meeting thereof held on March 6, 2019 and that the same was adopted by the following vote to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: JEAN M. AYALA CITY CLERK • , m L m Ln cu C C Qi H L O C n Q rn ca �o v -' U ui v { ' U O 000 H N C '.O—C .. R 0 Qat • 00 ' co LO two M O 0 OaN E CO C ;. cn C O MN '. S r_ ate+ co 0 LO u E Ln V. m u -o un cn rn fS • c V -a C ' cu v c. a • .n '., LM N '... N "4 N y a O Z O Z . 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