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Resolution No. 2013-017RESOLUTION NO. 2013-17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE DEPOSIT OF $150,000.00, INTO AN ESCROW ACCOUNT TO BE USED BY LEGACY L.A. FOR THE INITIAL PLANNING PHASE TO RENOVATE THE YOUTH DEVELOPMENT CENTER AT HAZARD PARK ARMORY IN BOYLE HEIGHTS WHEREAS, the City's Independent Ethics Advisor, John Van de Kamp, recommended in his report, dated July 29, 2011, that the City establish an Environmental and Community Benefit Fund (ECBF), to continue to enhance the services provided to City residents as well as promote sustainability and environmental justice efforts throughout the City and its surrounding areas; and WHEREAS, on August 25, 2011, the City Council adopted Resolution No. 2011-149, affirming the City's commitment to implement the Independent Ethics Advisor's recommendations; and WHEREAS, the City has committed five million dollars to assist in the renovation of the Youth Development Center located at Hazard Park Armory in Boyle Heights ("the "Project"), operated by Legacy L.A.; and WHEREAS, the Project will consist of renovation to the armory building; and WHEREAS, Legacy L.A. has been working with Pacifica Services, a project engineering management company, to develop a scope of work summarizing the due diligence and planning phase of the renovation; and WHEREAS, by memo January 22, 2013, the City Administrator has recommended that the City approve the deposit of One Hundred Fifty Thousand Dollars and No Cents ($150,000.00), into an escrow account to be used by Legacy L.A. for the initial planning phase to renovate the Youth Development Center at Hazard Park Armory. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA), in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the deposit of One Hundred Fifty Thousand Dollars and No Cents ($150,000.00), into an escrow account to be used by Legacy L.A. for the initial planning phase to renovate the Youth Development Center at Hazard Park Armory in Boyle Heights. SECTION 4: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. - 2 - SECTION 5: The Interim City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the Interim City Clerk of the City of Vernon shall cause this resolution and the Interim City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 22Id day of January, 2013. UDanaeed, ter m City Clerk Name: Willi m J. Davis Title: Mayor _3_ STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Dana Reed, Interim City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2013-17, was duly passed, approved and adopted by the City Council of the City of Vernon at a special meeting of the City Council duly held on Tuesday, January 22, 2013, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of City of Vernon. Executed this day of January, 2013, at Vernon, California. (SEAL) WM Dan Reed, Interim City Clerk - 4 - CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: January 24, 2013 TO: Rory Burnett, City Treasurer William Fox, Finance Director Mark C. Whitworth, City Administrator (� FROM: Deborah Juarez, Records Management Assistant V k RE: Resolution No. 2013-17 — A Resolution of the City Council of the City of Vernon Approving and Authorizing the Deposit of $150,000.00, into an Escrow Account to be Used by Legacy L.A. for the Initial Planning Phase to Renovate the Youth Development Center at Hazard Park Armory in Boyle Heights Transmitted herewith is a copy of Resolution No. 2013-17 referenced above, which was approved by City Council on January 22, 2013. Thank you. Attachment c: Kristen Enomoto Resolution No. 2013-17 RECEIVED JAiN 1 6 2013 CITY CLERK'S OFFICE STAFF REPORT CITY ADMINSTRATION DATE: January 22, 2013 TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrator RE: Approval to fund the planning phase to renovate the Youth Development Center at Hazard Park Armory in Boyle Heights Recommendation It is recommended that the City Council find that approval of the proposed funding for the Youth Development Center at Hazard Park Armory in this staff report are exempt under the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment]. It is recommended that the City Council approval the deposit of $150,000 into an escrow account to be used by Legacy L.A. for the initial planning phase to renovate the Youth Development Center at Hazard Park Armory in Boyle Heights. Backaround At its August 25, 2011 meeting, the Vernon City Council adopted Resolution 2011-149 affirming the City's commitment to good governance reform measures. As part of the reforms the City committed $5 million to assist in the renovation of the Youth Development Center at Hazard Park Armory in Boyle Heights. Currently the Youth Development Center is operated by Legacy L.A. Legacy L.A., a 501c, was established in 2007 to counteract the history of gang violence in Ramona Gardens by providing positive alternatives to youth in the community. Legacy L.A. provides multifaceted youth programs focusing on leadership, academic support, mentoring and the arts. Currently, Legacy L.A. operates out of a 1950's armory building located at Hazard Park Armory. In an effort to further their academic and youth programs Legacy L.A. plans to renovate the armory building into a youth development center. Representatives from Legacy L.A. having been working with Pacifica Services, project engineering management company, to develop a scope of work summarizing the due diligence & planning phase of the renovation (See Attachement) INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P. O. BOX.2508.. _ CINCINNATI,, OH 45201 e� R( Employer Identification Number: Date: SEP 03 7010 03-.0960970 . DLN: 17053141354010 LEGACY LA YOUTH DEVELOPMENT Contact Person: CORPORATIONS PETER A ORLETT ID# 31436. C/O MARIA LOU CALANCHE - Contact Telephone Number: 1350SAN PABLO SST (877) 829-5500 LOS ANGELES, CA '. 90033 - AccountingPeriodEnding: June 30' Public Charity Status: 170(b) (1) (A) (vi) .Form 990...Required:-: - -^- Yes Effective Date of Exemption: - February.12, 2010 Contribution Deductibility: Yes Addendum Applies; :No Dear Applicant: we -are pleased to inform you that upon review of your application for tax exempt status. we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. :Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible. bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code.. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. We determined that you are a public Charity under the Code section(s) listed in the heading of. this letter. Please see enclosed Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as an exempt organization. Letter 947 (DO/CG) As of November 26, 2012 Legacy LA Board of Directors CHAIRPERSON Frank Quevedo, Principal, Quevedo Group 35884 Matisse Drive Palm Desert, CA 92211 . Tel: 626.233.7200 Cell: 949.978.6479; quevedfj@yahoo.com Board Secretary Abigail R. Marquez Family Source Program Manager City of Los Angeles-CDD 1200 W. 7th Street, 6th Floor Los Angeles, CA 90017 abigail.marquez@lacity.org Tel: 213,744,9307 Board Treasurer Michael Rizzo Hot House Productions 533 S. Los Angeles Street, 4th Floor Los Angeles, CA 90013 michael@rzoinanagement.com Tel: 213.622.5100 Cell: 310.926.6210 Robert L; Starr, Esquire The Law Office of Robert L. Starr 23277 Ventura Blvd. Woodland Hills, CA 91364 Tel: 818.225.9040 Fax:818.225,9042 robert@starrlawmail.com Hector Verdugo Associate Executive Director Homeboy Industries 130 W. Bruno Street Los Angeles, CA 90012-1815 hverdugo@yahoo.com Tel: 323.526.1254 Marc Mund Brand Manager, FLUID Distribution LLC 530 S. Hewitt Street #333 Los Angeles, CA 90013 marc.mund@gmail.com (805)403-0444 Esteban Torres President, Torres Construction 7330 N. Figueroa Street Los Angeles, CA 90041 Tel: 323. 257.7460 Esteban@torresconstruction.com Legacy L.A. Professional Services for Due Diligence ,and Planning Phase of Hazard Park Armory Project Pacifica Services, Inc. October 23, 2012 Lou Calanche, Executive Director Legacy LA RE: Legacy L.A. — Hazard Park Armory Renovation Pacifica Services, Inc. (Pacifica) is pleased to submit the attached proposal for your review and consideration in support of Legacy L.A.'s Hazard Park Armory Renovation project. With numerous years of experience providing similar services to various private, public, municipal, and school district projects, Pacifica not only brings a wealth of knowledge and first-hand understanding, but also practical approaches and lessons learned to provide successful and efficient project execution. We appreciate the opportunity to submit our credentials and eagerly anticipate our continuing professional services to your organization. We trust that our qualifications illustrate our expertise, knowledge and experience. Should you have any questions, our Vice President, Nelson Martinez, can be contacted directly. Mr. Martinez has the authority to negotiate and contractually bind the firm and his contact information is provided below. Sincerely, Is aJ LE A.P. Vice President 106 S. Mentor Ave. Suite 200 Pasadena, CA 91106 626-405-0131 626-405-0059 (FAX) 106 South Mentor Avenue Suite 200 Pasadena, California 91106 (626) 405.0131 FAX (626) 405-0059 LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Table of Contents Cover Letter ..... 5:0 Statement of Experience................................................................... 1 TeamAssignments............................................................................ 2 Project References......................................................... :.................. 3 Exhibit A - Scope of Professional Services ........................................ 8 Exhibit B - Cost Estimate & Schedule of Rates ................................ 10 Attachment 1 — Agreement for Program Management Services ......... LEGACY L.A..- HAZARD PARK ARMORY RENOVATION Statement of Experience Awards and Recognition ✓ CMAA 2010 Project Achievement Award - Recognized for the outstanding achievement in Sustainability ✓ Recognized by Inc. Magazine as the 38th fastest growing privately owned US firm. ✓ 2011 Certified Building Commissioning Award ✓ Recognized by the U.S. Air Force for environment and conservation achievements ✓ Recognized by Hispanic Business Magazine as the nation's 2nd fastest growing Hispanic owned business Recent Clients ► City of El Monte • City of Chino Hills • City of Industry • City of West Covina • City of Pico Rivera • Municipal Water Districts • City of San Bernardino USD Pacifica Services, Inc. (Pacifica) was established 33 years ago by Mr. Ernest M. Camacho and is a privately owned company and Certified Small Business Enterprise and Minority Owned Business Enterprise. Today, Pacifica is one of Southern California's top firms in providing engineering and project management consulting services. Born and raised in East Los Angeles, Mr. Camacho remains committed to the community's enhancement and leadership development of its predominant Latino population. He has served as an active Board member for numerous organizations, including: • East Los Angeles College Advisory Board • White Memorial Hospital, Boyle Heights • Latin American Management Association Board of Directors • Hollywood Presbyterian Medical Center Board of Directors • Center for Community and Family Services, Chairman of the Board Since its inception, Pacifica has successfully delivered more than 500 California projects valued at over $5 billion and secured more than $100 million in additional state funding for our Clients. Pacifica's staff has recently worked on a number of projects with rigid engineering design, environmental, safety, and health regulatory requirements. Pacifica's staff understands that performance is expected well above contract specifications and applies their multidisciplinary approach to assist on many issues beyond design and construction that Impact cost, schedule, and program quality. This ever-present standard of excellence reflects Pacifica's corporate philosophy: A shared desire to perform beyond clients' expectations. This philosophy produces exceptional benchmarks of expediency, economy, and value for clients. The result is a project of highest quality, delivered on or ahead of schedule, and within budget. LEGACY L.A. - HAZARD PARK ARMORY RENOVATIONi Team Assignments Pacifica has the experience to manage all aspects of project development from the pre - construction planning phase, to bid/negotiations and contractor award, and final execution construction phases. In addition to project planning/management expertise, Pacifica has extensive on -site construction management and inspection experience working with various public and private sectors. Due to this insight, Pacifica's staff knows first-hand what works and what can be redundant, unnecessary, and ineffective. We know what it takes to plan and design efficiently with constructability, cost, and scheduling in mind. Pacifica's Engineering and Environmental Department has the technical staff with the experience and qualifications to address any challenges and meet the needs of Legacy L.A.'s Hazard Park Armory Renovation project. Pacifica's staff is comprised of professionals with established relationships across many jurisdictions and municipalities including the City of Los Angeles. Ongoing Services As of October 2011, Pacifica has been providing various services and assistance to Legacy L.A. to include: • Program scope overview • Development of preliminary estimate and schedule • Coordination and review of USC street improvement plans, schedule, and street widening schematic drawings • Interviews with prospective architectural firms • Funding allocation discussions with City of Vernon and Legacy L.A. Board • Conceptual discussions/meetings with City of Los Angeles staff As of October 2012, Pacifica has provided over 120 man-hours of technical and professional services — approximately 65% of which has been accomplished Pro-bono. For this project, Ms. Michelle Marquez -Riley, P.E., LEED AP, has been selected as this potential project's Senior Project Manager. As a California registered Professional Engineer with over 17 years of extensive experience in site development, design, environmental compliance, infrastructure design and management, and construction management for a diverse range of projects, Ms. Marquez -Riley will function as the primary point of contact for the project. Ms. Marquez -Riley will report directly with Legacy L.A. and be responsible for the management of the team's day to day project activities and delivery of services in accordance with the Scope of Services outlined in this proposal and in compliance with the City of Los Angeles' Conditions of Approval. Ms. Marquez-Riley's background will be harnessed to ensure that the project at hand is successfully executed. She will approach the project uniquely to assess risk, optimize potential cost savings, minimize disturbance, and maximize efficiency while ensuring that the project meets the scope of work and regulatory/permitting requirements. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Project References The following includes a compilation of projects that Pacifica's team members have worked on which include projects where similar services were provided as those listed in the Scope of Services. Detailed project descriptions and references including the client's name, address, and contact name and phone number are also noted in the project sheets. AND STORWATER MANAGEMENT SERVICES PROJECT BACKGROUND: Project Size: 624 Units, 23,000 SF Retail, and One Acre Urban Park Budget: $500,000,000 Construction End Date: February 2009 An urban infill mixed -use project including two towers and one six- ti story building consisting of 629 lofts and condominiums, underground parking, a garage/podium, an urban park and 25,000 square feet of retail space. The project located adjacent to Metropolitan Transit Authority subway system. As single project manager and LEED charrefte leader, Pacifica's Mrs. Marquez -Riley provided hands on involvement with engineering services and preparation of all onsite civil improvement plans including rough/final grading and drainage, foundation, shoring, and utilities (sewer, water, and stormdrain). Additionally, services included preparation and permitting of offsite street improvements including street widening and sidewalk, curb & gutter construction. As part of CLIENT INFORMATION: the projects U.S. Green Building Council LEED Certification process, Astani Enterprises the design team developed a comprehensive analysis of site Sonny Astani hydrology and hydraulic options to develop an innovative and 9595 WilshireWils Blvd., sustainable stormwater management plan which included various Suite permanent Best Management Practices (BMPs), including an urban Beverly Hills, CA 90212 park and an underground stormwater harvesting and recycled water (310) 273-2999 system. Services included registration, design and preparation of documents for LEED certification and preparation of Standard Urban SERVICES PROVIDED: Stormwater Mitigation Plan (SUSMP). As part of the construction Design and Engineering • DeStosign phase support, Pacifica staff prepared a Storm Water Pollution andter Management •accordance Prevention Plan (SWPPP) for the various phases of construction in with Regional Water Quality Control Board (RWQB) • On -Site Inspections requirements. • Hydrology and Hydraulic Studies • Planning and Processing Services included coordination and permitting services with several. • Program Management City of Los Angeles agencies including the Bureaus of Engineering, • Survey Sanitation, and Street Lighting, as well as the Department of Water • Project Management and Power, Department of Urban Forestry, Cultural Resources, • On -going Construction Support Metropolitan Transit Authority, and Regional Water Quality Control Board LEGACY L.A. - HAZARD PARK ARMORY RENOVATION BARKER BLOCK, ENGINEERING AND STORWATER MANAGEMENT SERVICES CLIENT INFORMATION: The Kor Group Fabian lobi, Vice President of Design and Construction 421 S. Beverly Drive, 7r^ Floor Beverly Hills, CA 90212 (424) 249-6900 SERVICES PROVIDED: • Design and Engineering • Stormwater Management • Hydrology and Hydraulic Studies • Planning and Processing • Program/Project Management • Construction Management am PROJECT BACKGROUND: Project Size: Seven -building project consisting of 297 artist lofts and condominiums, a parking garage and 6,800 square feet of retail space. Budget: $350,000 Construction End Date: 2008 PROJECT DESCRIPTION: Offsite design services included the preparation of grading and drainage plans, hydrology/hydraulic analysis, stormwater management and development of Standard Urban Stormwater Mitigation Plan (SUSMP) report. Offsite design services included plans, specifications, and permitting of new roadway, sidewalk, gutter construction, street lighting, sewer, and water infrastructure plans as well as extensive hydrologicthydraulic analysis for development of public storm drain improvements. An innovative Storm Water Pollution Prevention Plan (SWPPP) was developed and incorporated into the various phases of the project in accordancewith Regional Water Quality Control Board requirements. Construction Management services and inspections were performed to ensure proper implementation of specified BMPs. SOUTHEAST WATER RELIABILTY PROJECT —PHASE 1 & 2, CENTRAL BASIN MUNICIPAL WATER DISTRICT CLIENT INFORMATION: Central Basin Municipal Water District Dave Hill, Water Resources and Planning Manager 6252 Telegraph Road Commerce, CA 90040 (323) 201-5500 • Design and Engineering • Hydrology and Hydraulic Studies • Environmental Compliance • Construction Management • Street Improvements Budget: $90,000,000 Construction End Date: Ongoing PROJECT DESCRIPTION: The Central Basin Municipal Water District is constructing the Southeast Water Reliability Project (SWRP), approximately 17 miles of recycled water pipeline running through Montebello and Pico Rivera. The SWRP will expand the District's current recycled water system, bringing recycled water to cities in Southeast LA County. Central Basin is currently constructing Phase 1A and I of the Southeast Water Reliability Project (SWRP), approximately 5 miles of recycled water pipeline, 30" welded steel pipe, and 1 mile 12" ductile iron pipe, 1000ft of boring and micro tunnels. Phase 2 is 10 miles of 30" pipeline that will run rum Montebello to Vernon. In addition there is a pump station upgrade adding a new hypo -chlorination facility and a 750 hp back-up pump. Once complete, SWRP will protect and conserve the regional drinking water supply through the increased use of recycled water for industrial and irrigation uses. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION [•7�7'JCd•77J_1Z V.T4T:F14 I �� PROJECT BACKGROUND: Project Size: 238 acres Budget: Confidential Ri Construction End Date: Ongoing CLIENT INFORMATION: Wilson Meany Sullivan, LLP Chris Holmquist Vice President of Land Acquisition and Development 100 Wilshire Blvd., Suite 940 Santa Monica, CA 90401 (310) 382-9000 SERVICES PROVIDED: • Design and Engineering • Stormwater Management • Hydrology and Hydraulic Studies • Planning and Processing • Project Management • Street Improvements • Traffic Enhancements • Utility Interface PROJECT DESCRIPTION: Redevelopment of approximately 238-acre site including the racetrack grandstand and Casino/Pavilion. The proposed mixed - use project includes demolition of all improvement and structures on the Project site including the Hollywood Park Racetrack and grandstand, and the new construction of approximately 3,000 residential units, 620,000 square feet (SF) of retail space, 75,000 SF of office/commercial space, a 300-room hotel including 20,000 SF of related meeting space and 10,000 SF of community serving uses for Home Owners' Association. The Pavilion/Casino will be relocated on the Project Site and reconfigure d as a 120,000 SF Casino/gambling facility. A four -acre site is proposed to be donated to a public entity for civic uses, which could be a combination of one or more uses such as a school, library, community center, etc, Approximately 25 acres will be designated for recreation/open space for the development including two infll lakes. Provided engineering services including preparation of H2ONet nodal analysis for water systems as well as the design layout of water piping for potable and recycled water systems. Staff prepared tentative map and was responsible for development and coordination of hydrology/hydraulic analysis, stormwater management and SUSMP report, onsite rough/final grading and drainage plans, and public/private street improvement requirements. In particular, the stormwater management was unique as it directed runoff through vegetative bioswales for treatment before directing to a lake, for storage and further treatment. Additionally, the project entailed coordination and oversight of sewer flow monitoring efforts in conjunction with City of Inglewood and Los Angeles County DPW agency infrastructure improvements. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION VARIOUS SERVICES, LOS ANGELES UNIFIED SCHOOL DISTRICT PROGRAM BACKGROUND: JNIFIED So Program Size: 250+new construction projects g Budget: $27,000,000,000 y�-�, G� Construction End Date: On -going CLIENT INFORMATION: Los Angeles Unified School District Kelly Schmader Interim Facilities Services Director 333 South Beaudry Ave Los Angeles, CA 90017 (213) 241-1000 SERVICES PROVIDED: • Design and Engineering • Stormwater Management • On -Site Inspections and Monitoring • Environmental Compliance • Planning and Processing • Program Management • Project Management • Project Controls Management PROJECT LIST IPARTIALI: • Glassell Park Early Education Center • South Region Elementary School #9 • South Region Span K-8 #1 • Central Region Elementary School #16 • Central Los Angeles New Learning Center #1 • East Los Angeles High School #2 n PROGRAM DESCRIPTION: The Los Angeles Unified School District is currently undertaking the largest K-12 new school construction program in the country. This program includes modernization, additions and new construction of school facilities. From 1997 to the present Pacifica Services, Inc. (Pacifica) has provided services to the LAUSD on more than 180 school sites. As part of their services, Pacifica provides the LAUSD Owner Authorized Representatives (OARs) for both Construction Management and Environmental Compliance. In this capacity Pacifica has overseen the implementation and inspection of SWPPP's on new school construction sites ranging in size from 1 acre to over 15 acres. Pacifica's responsibility includes assuring that SWPPP compliance is maintained by the responsible contractors from demolition through completion with no lapse in mitigation measures. This includes receipt and process of weekly/monthly compliance reports, daily jobsile awareness and notification of degradation of mitigation measures, and management of day-to-day Best Management Practices (BMPs). In the case of changing or special site conditions, additional BMPs are recommended and implemented. Lastly, Pacifica ensures that all reporting requirements are submitted in a timely fashion and in compliance with State Water Resource Board requirements. Pacifica works closely with regulatory officials to maintain communication for community outreach purposes. As part of this process, Pacifica meets with local community members to address concerns and provide assurance that environmental controls are in place. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION SS Los Angeles Community College District — East Los Angeles College Northwest College Parking PV System Expansion & Roof Mounted PV System Installation on Buildings A•1, C-1, E-9, H-9, P-1 CLIENT INFORMATION: Los Angeles Community College District Blaire Doane LACCD Energy Program Manager 770 S. Wilshire Blvd. Los Angeles, CA 90007 (818) 219-4221 Cell (213) 891-2133 Office (213) 891-2490 Fax blair.doane@build-laccd.org SERVICES PROVIDED: • Design and Engineering • Stormwater Management • On -Site Inspections • Program Management • Project Management • Construction Management • Post Construction PROJECT BACKGROUND: Project Size: New Construction of Photovoltaic 306 KW output solar structure via polycrystalline panels Budget: $3,000,000 Construction End Date: 2010 Responsible for management of the design and construction for the Northwest Parking Photovoltaic System Expansion. Managed project schedule, renewable energy Design -Build Contractor during the pre - design, design, construction and dose out phases, managed pre - construction activities to include utility coordination/design requirements with SCE, managed construction to include change order processes, and coordination with IOR and specialty inspections and testing, storm water Best Management Practices (BMP) inspection and monitoring, and close-out of project. Coordinated with the ELAC Facilities on all construction activities and impacts to the college operations. Managed SCE Interconnect Agreement process and Incentive Application process. Managed SCE inspection process for PV Carport Systems. Iri•ZdiC141k,&i/a11A_]Ilei zI PROJECT BACKGROUND: Project Size: Re -roofing projects at Buildings C-1, E-9, G-3, H-9 and P-1 with Thin Film Building Integrated Photovoltaic (BIPV) System Budget: $3,500,000 Construction End Date: Nov 2010 PROJECT DESCRIPTION: Responsible for management of the design and construction for the Roof -Mounted Thin -Film Photovoltaic System Installation on Buildings A-1, C-1, E-9, G-3, H-9 and P-1. Managed project schedule, managed the renewable energy Design -Build Contractor during the pre -design, design, construction and close out phases, managed pre -construction activities to include utility coordination/design requirements with SCE, managed construction to include change order processes, and coordination with IOR and specialty inspections and testing, and close-out of project. Coordinated with the ELAC Facilities on all construction activities and impacts to the college operations. Managed SCE Interconnect Agreement process and Incentive Application process. Managed SCE inspection process for PV Carport Systems. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Exhibit A Scope of Professional Services -'Due Diligence & Planning As part of the initial Due Diligence and Planning Phase, Pacifica Services, Inc. (Pacifica) is prepared to provide Program Management services to satisfy future Youth Development Center renovation goals. Pacifica has reviewed various documents provided by Legacy L.A. including the City of Los Angeles correspondence and proposed Programming Proposal. In conjunction with Ms. Lou Calanche, Pacifica has met with adjacent USC property's Real Estate and Asset Management as well as Community Outreach representatives to discuss future street improvements along San Pablo and Norfolk Streets. With extensive knowledge and project experience in similar redevelopment projects, Pacifica's experienced professionals are prepared to provide Legacy L.A. with Program Management services to satisfy future site improvements. As such, the following Scope of Professional Services for the Due Diligence & Planning Phase is outlined below for your review and consideration: 1. Project Research & Coordination • Pacifica will reference all available city approval documents, reports, and maps/plans, including title report, zoning requirements, MOU, and condition of existing utility infrastructure to incorporate proposed improvements for overall site. • In conjunction with USC street improvement plans, Pacifica understands Legacy L.A.'s ultimate goal to plan improvements in an effort to maximize street and infrastructure exposure. Pacifica will work collectively with USC's consultants to plan future improvements accordingly. • Pacifica will review the title report for existing assessments or restrictive covenants placed on the site and recorded easements which may affect future infrastructure design considerations. • Pacifica will attend client and city department meetings, as required, and process all appropriate plan and document submittals in accordance with building permit requirements. 2. Utility Infrastructure Assessments • Pacifica will contact appropriate agencies and utility companies for any necessary as -built plans and record data to include, but not limited to: o Public right-of-way o Electrical o Sewer o Water • Pacifica will prepare and submit the necessary Service Availability Request (SAR) to LADWP to include application and supporting data. Pacifica will coordinate with LADWP for water service determination based on future occupancy requirements. • Pacifica will prepare application and submit necessary data for Sewer Capacity Availability Request ,(SCAR). Pacifica will coordinate with L.A. Bureau of Sanitation to determine if sufficient sewer capacity is available to serve the project and future occupancy requirements. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION 3. Phase 1 Environmental Site Assessment CI Ry • An ASTM E 1527-05 Phase I Environmental Site Assessment (ESA), including review of. prior investigation reports and regulatory actions taken at the site, shall be conducted by Pacifica as part of the overall environmental review of the proposed project. • The Phase I ESA will consist of a review of site -specific documents and historical maps to determine past uses of the site, a site visit to visually inspect the property for signs of potential environmental contamination, and investigation of state and federal environmental regulatory databases to identify recognized hazardous materials usage or spills. • If the Phase I ESA concludes that there is no substantial potential for soil contamination or other constraints, no further action would be required. However, should recognized environmental conditions and potential for contamination be discovered during the Phase I, a Phase II site investigation will be recommended (not a part of scope) to identify the nature and extent of contaminants that may impact the proposed project. • If the Phase 1 ESA determines that the proposed project involves disturbance of soil (grading, landscape, etc.) in a contaminated area, Pacifica will ensure that subsequent design development plans incorporate proper removal and disposal of soil in compliance with applicable regulations, including those required by the DTSC, RWQCB, and DHS. 4. Building Survey & Schematics Drawings • Pacifica will coordinate building survey and preparation of schematic drawings with a pre - selected client -approved architectural firm to incorporate overall site plan, infrastructure/utility plan, and development of a feasible construction phasing plan. • Pacifica will ensure that project phasing incorporate planned USC street improvements and funding allocation. • In concert with developer and architect, Consultant will refine conceptual solutions to civil engineering issues to the point of Agreement with respect as to how civil engineering problems will be solved. • Pacifica will provide and coordinate sufficient calculations, exhibits, and/or detail to clearly define any engineering or regulatory constraints. • Pacifica will ensure that a preliminary site plan is based on fully dimensioned site layout provided by the architect. • Purpose of this service will be to confirm building setbacks, parking dimensions and that the proposed site layout "fits" the site and Legacy L.A.'s proposed requirements. • The schematic drawings and supporting details will be used as a base for the grading plans and utility plans. • In conjunction with Legacy L.A., Pacifica will ensure that proposed phasing plan is consistent with client's prioritized future upgrades as well as the most cost effective progression of the overall redevelopment of the Youth Development Center. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Exhibit B Cost Estimate & Schedule of Rates The following cost estimate is based on the Scope of Services as defined in Exhibit A provided for your review and consideration. Fees are based on an estimated hourly level of service for a standard project of similar size and scope. Any unforeseen or extraneous conditions that would cause Pacifica.to potentially exceed estimated budget will be clearly communicated with Legacy L.A. Where possible, Pacifica will recommend strategies to minimize cost overruns or work around encountered obstacles. Beyond services rendered on a Pro Bono basis, to date, Pacifica has accrued $7,155 in fees for upfront services provided to Legacy L.A. In addition to accrued balance, an initial 151/6 retainer fee of $22,500 will be due immediately upon acceptance of this proposal and Notice of Proceed. Retainer shall be payable by Legacy L.A. and will be held and applied to the final invoice issued to this specific project and future contract. Invoices will be billed based on number of hours and level of service provided on a monthly basis. Due Diligence & Planning Task Budget Task 1: Project Research & Coordination $50,000 Task 2: Utility Infrastructure Assessments $15,000 Task 3: Phase I Environmental Site Assessment $35,000 Task 4: Building Survey & Schematic Drawings $50,000 TOTAL $160,000 Schedule of Hourly Rates Classification Hourly Rate Senior Project Manager $159 Project Manager $141 Project Engineer $95 Environmental Compliance Manager $120 Estimator $100 Scheduler $90 Clerical/Administrative Assistance $75 As needed and approved by client representative, direct expenses attributed to Reimbursable incidental materials and services, such as report reproductions, plan set costs: printing, parking fees, specific software, etc., will be billed at cost plus 10% mark-up. Mileage rate = $0.55 10 ATTACHMENT 1 AGREEMENTFOR PROGRAM MANAGEMENT SERVICES This Program Management Services Agreement ("Agreement") is made and entered into this by and between the LEGACY L.A. (hereinafter referred to as "Owner") and PACIFICA SERVICES, INC. (hereinafter referred to as "Construction Manager") for Program and Management services relating to the modernization of Hazard Park Amory located at 1350 San Pablo Street, Los Angeles, CA 90033 and with completion of said project (collectively hereinafter referred to as "Project"). RECITALS WHEREAS, Owner desires to obtain comprehensive professional Program and Management services for the Project; WHEREAS, Program Manager understands that the size of the Project and the type of quality of construction are dependent upon the funds available for the Project. Thus, the Program Manager will exercise its best judgment is determine the balance between the size of the Project, the type of construction, and the quality of construction to achieve a satisfactory solution within budget limitations; WHEREAS, Program Manager (under the name Pacifica Services, Inc.) has made specific representations in a prequalification package and - WHEREAS,, Program Manager is intimately familiar with the rules, regulations and submittal requirements of the City of Los Angeles and is capable of meeting each and every requirement of the agency in an efficient manner in order to meet both time and budget expectations. Further, Program Manager is in complete compliance with all requirements under local, state and federal law. WHEREAS, Program Manager represents that it has the capabilities and skills in construction supervision, bid evaluation, project scheduling, claims review and negotiation, project design review and evaluation, and general management and administration of construction projects. Program Manager covenants to provide its best skill and judgment in furthering the interests of Owner in the management of the construction of the Project. Program Manager agrees to furnish efficient business administration and management services and to perform in a manner consistent with the interests of Owner. The Program Manager's Services for the Project shall be as follows and as enumerated within Exhibit "A" to this Agreement. WHEREAS, all services provided by the Program Manager under this Agreement shall be provided by or under the direction and control of a Project Director/Supervisor. Basic Services to be provided by the Program Manager are those enumerated in the Basic Services (Exhibit "A" hereto). ARTICLE 1 PROGRAM MANAGER'S SERVICES AND RESPONSIBILITIES 1.1 BASIC SERVICES 1.1.1 Program Manager's "Basic Services" consist of those services performed by -Program Manager and Program Manager's employees and consultants to provide the specific services listed in Exhibit "A", Scope of Services, within of this AGREEMENT. 1.2 DUE DILIGENCE AND PLANNING PHASE 1.2.1 Provide ongoing Program Management services to the OWNER. 1.2.2 Provide Program Management at the request of the Owner to provide assistance to resolve any issues that are critical to Schedule or Budget considerations. 1.2.3 Provide ongoing Program Management involvement in progress meetings. 1.3 RESERVED. 1.4 ADDITIONAL SERVICES 1.4.1 Additional Services are defined, for the purpose of this Agreement, as any services performed in the interest of the Project, at the request of the Owner, which are outside the scope of this Agreement, and which are Board approved. 1.4.2 RESERVED. 1.4.3 If, during the planned duration of the Project, Owner requests that additional personnel or other resources be provided for reasons other than extension of the period of services,. such additional resources shall be provided by written amendment between Owner and Program Manager which amendment shall provide for equitable adjustment of Program Manager's compensation. 1.5 PERSONNEL 1.5.1 Owner may unilaterally require the replacement of personnel employed by Program Manager on the Project, with or without cause. Program Manager shall immediately replace such personnel without additional cost to the Owner. 1.5.2 Program Manager agrees to provide the personnel specifically agreed upon by Owner. Changes made to Program Manager's staff shall be made only with the prior written consent of Owner. 1.5.3 Any proposed staff changes will only be considered after resumes are submitted for Owner review and the Owner is given the opportunity to interview the suggested personnel. Owner retains the right to reject newly proposed personnel based on qualifications or other relevant criteria. 1.5.4 The Program Manager shall enforcestrict discipline and good order among the Contractor's and Subcontractor's employees, and other persons carrying out the Agreement. The Program Manager shall not permit employment of unfit persons or person not skilled in tasks assigned to them. As used in this subsection, "unfit" includes (but is not limited to) any person who the Owner concludes is improperly skilled for the task assigned to that person, who fails to comply with the requirements of this article, or who creates safety hazards which jeopardize other persons and/or property. 1.5.5 Program Manager shall comply and insure compliance of all provisions of Education Code section 45125.1. Pursuant to Education Code section 45125.1, Program Manager shall conduct criminal background checks of all employees of Program Manager and all workers assigned to the Project site, and shall certify that no employees or individual who have been convicted of serious or violent felonies, as specified in Education Code section 45125.1, will have contact with pupils, by utilizing the certification attached hereto as Exhibit C As part of such certification, Program Manager must provide the Owner with a list of all employees providing services pursuant to this Agreement, and designate which sites such employees will be assigned. In performing the services set forth in this Agreement, Program Manager shall not utilize any employees who are not included on the above -referenced list. At Owner's sole discretion, Owner may make a finding, as authorized under Education Code section 45125.1, that Program Manager's employees will have only "limited contact" with pupils. Program Manager's failure to comply with this law shall be considered a material breach of this Agreement upon where this Agreement may be terminated, at Owner's sole discretion, without any further compensation to Program Manager. ARTICLE 2 OWNER RESPONSIBILITIES 2.1 PROJECT INFORMATION 2.1.1 The Owner shall provide full and complete information regarding the requirements of the Project, which shall set forth the Owner's objectives, constraints and criteria. 2.2 BUDGET 2.2.1 The Owner shall provide a budget for the Project with the assistance of the Program Manager and Architect. 2.3 OWNER'S REPRESENTATIVE 2.3.1 The Owner shall designate a representative ("Owner's Representative") to act on the Owner's behalf with respect to the Project. The authorized Representative shall render decisions promptly to avoid unreasonable delay in the progress of the Program Manager's services and shall expeditiously process contractor payment applications and change order documentation and shall make all required payments in a timely manner. 2.3.2 In addition, Owner shall promptly and properly file Notice(s) of Completion upon written recommendation by Architect and Program Manager for the Project or designated portion(s) thereof. 2.4 OWNER'S RIGHT TO PERFORM WORK 2.4.1 The Owner reserves the right to perform work related to the Project with the Owner's own forces, and to award contracts in connection with the Project which are not part of the Program Manager's responsibilities under this Agreement. ARTICLE 3 PROGRAM MANAGER'S COMPENSATION 3.1 BASIC FEE 3.1.1 Owner agrees to pay the Program Manager for performance of all Program Management services contemplated under the terms of the Agreement, a fee for services as calculated and set forth in Exhibit "B" for $100,000 and based on listed Schedule of Rates. 3.2 REDUCTION IN BASIC SERVICES 3.2.1 Owner may reduce, for its convenience, the Basic Services to be provided by the Program Manager at any time during the contract period. If the reduction by the Owner also includes a requested reduction in the Program Manager's on -site personnel, the Program Manager shall be allowed a maximum of 30 days to reassign personnel. 3.3 COMPENSATION FOR ADDITIONAL SERVICES 3.3.1 Compensation for any Additional Services, as defined in Article 1.4.1, authorized by the Owner during the planned duration of services shall be made on the basis of; (a) Personnel Services: At hourly rates set forth on Exhibit `B." This sum represents both direct reimbursements of Personnel costs and Basic Service Fee for Program Manager. 3.4 REIMBURSABLE EXPENSES 3.5.1 "Reimbursable expenses" include any authorized expense incurred by the Program Manager and Program Manager's employees and consultants in the interest of the Program and Program Management which are outside the scope of Program Manager's Basic Scope of Services, as identified within Exhibit "A", which expenses include, but not by way of limitation: (a) Materials and/or Outside Services: Cost plus ten percent. (b) Miscellaneous Reimbursables: Reimbursement at cost plus ten percent (10%). ARTICLE 4 PAYMENT SCHEDULE 4.1 THE FEE FOR BASIC SERVICES AND GENERAL CONDITIONS The fee for Basic Services set forth in Article 3 shall be paid monthly, as follows: 4.1.1 Payment for Basic Services unless otherwise agreed to herein, shall be made in monthly installments over the duration of the Program. The parties agree that services commence on June 15, 2012. ARTICLE 5 TERMINATION, ABANDONMENT OR SUSPENSION OF WORK 5.1 TERMINATION OF PROGRAM MANAGER SERVICES 5.1.1 The Owner may suspend or terminate the Program Manager's services under this Agreement following thirty (30) days written notice to the Program Manager because of the failure of the Program Manager to satisfactorily perform under this Agreement or if the Program Manager fails to complete its services or otherwise comply with the terms of this Agreement. 5.1.2 Owner shall also have the right in its absolute discretion to terminate this Agreement in the event the Owner is not satisfied with the working relationship with Program Manager and without cause following thirty (30) days prior written notice from Owner to Program Manager. 5.2 ABANDONMENT OF PROJECT 5.2.1 The Owner may suspend or abandon all or any portion of the work on the project upon written notice to the Program Manager. Upon notice of suspension or abandonment, Program Manager shall as soon as practicable discontinue any further action on the Project or portion thereof. 5.2.2 If the entire work to be performed on the Project is abandoned, the parties shall each be relieved of the remaining executory obligations of the Agreement, as it relates to the Project, but shall not be relieved of any obligations arising prior to said abandonment. 5.3 COMPENSATION IN THE EVENT OF TERMINATION, ABANDONMENT OR SUSPENSION 5.3.1 In the event of termination not the fault of the Program Manager, including termination for convenience, abandonment or suspension, the Program Manager shall be compensated for all services performed to the termination date with credit on the fee for the percentage work actually completed as of the date of termination together with all reasonable Termination Expenses. 5.4 DELIVERY OF DOCUMENTS 5.4.1 Upon termination, abandonment or suspension, Program Manager shall deliver to Owner all documents, including Program Manager notes, correspondence and files. In no case shall Program Manager return to release said files to Owner after ten (10) days written notice by Owner. In addition, Program Manager understands that the Project is ongoing and failure to release said files shall result in Owner damages, the cost of which will be deducted from any sums due to Program Manager; if no sum is due, then it shall be reimbursed to Owner. ARTICLE 6 6.1 DUTY TO INDEMNIFY AND HOLD HARMLESS 6.1.1 To the fullest extent permitted by law, and subject to the limitations of Civil Code § 2782, Program Manager agrees to indemnify, defend and hold Owner, its board members, employees, and officers harmless from liability arising out of (a) Any and all claims under workers' compensation acts and other employee benefit acts with respect to Program Manager's employees or Program Manager's subcontractor's employees arising out of Program Manager's work under this Agreement; (b) Liability for damages for: (I) death or bodily injury to person; (2) injury to, loss or theft of property; (3) any failure to comply with any provision of law; (4) breach of contract or promises made by Program Manager; (5) claims or lawsuits brought by third parties, agents or independent contractors, or (6) any other loss, damage or expense arising under either (1), (2), (3),(4), (5) or (6) above, sustained by the Program Manager or any person, firm or corporation employed by the Program Manager upon or in connection with the Project, except for liability resulting from the sole or active negligence, or willful misconduct of the Owner, its board members, officers, employees, agents or other independent contractors who are directly employed by the Owner; and (c) Any loss, injury to or death of persons or damage to property caused by any act, neglect, default or omission of the Program Manager, or any person, firm or corporation employed by the Program Manager, either directly or indirectly, or by independent contract. ARTICLE 7 SUCCESSORS AND ASSIGNS This Agreement is binding upon and inures to the benefit of the successors, executors, administrators, and assigns of each party to this Agreement, provided, however, that the Program Manager shall not assign or transfer by operation of law or otherwise any or all rights, burdens, duties, or obligations without prior written consent of the Owner. Any attempted assignment without such consent shall be invalid. ARTICLE 8 APPLICABLE LAW This Agreement shall be governed by the laws of the State of California and any policies/regulations adopted thereunder ("Applicable Law"). To the extent that there is any inconsistency between this Agreement and the Applicable Law, or this Agreement omits any requirement of the Applicable Law, the language of the Applicable Law, in effect on the date of the execution of this Agreement, shall prevail. ARTICLE 9 INSURANCE 9.1 INSURANCE PROVIDED BY PROGRAM MANAGER The Program Manager shall purchase and maintain insurance for not less than the following limits or greater if required by law: 9.1.1 Worker's Compensation 9.1.1.1 State Statutory 9.1.1.2 Applicable Federal Statutory 9.1.2 Comprehensive General Liability (including premise -operations; Independent Contractor Protection; Products and Completed Operations; Broad Form Property Damage): 9.1.2.1 Bodily Injury (including personal $1,000,000 each occurrence injury, sickness, disease or death). 9.1.2.2 Property Damage $1,000,000 each occurrence $1,000,000 aggregate.10.1.3 Contractual Liability 9.1.2.3 Bodily Injury $1,000,000 each occurrence. 9.1.2.4 Property Damage $1,000,000 each occurrence, $1,000,000 aggregate 9.1.3 Personal Injury with Employment $1,000,600 aggregate exclusion deleted. 9.1.4 Comprehensive Automobile Liability (owned, non -owned, hired). 9.1.4.1 Bodily Injury $1,000,000 each person, $1,000,000 each accident. 9.1.4.2 Property Damage $1,000,000 each occurrence 9.1.5 Professional liability insurance (i.e. errors and omissions insurance) in an amount of not less than $2,000,000.00. ARTICLE 10 ENTIRE AGREEMENT 10.1 This Agreement and the attached Exhibit A, represent the entire Agreement and understanding of the parties concerning the subject matter hereof; this Agreement replaces and supersedes prior negotiations or Agreements between the parties concerning the subject matter hereof. 10.2 This Agreement may be amended or modified only by a written instrument duly executed by the parties. 10.3 COMPLETION DATES Notwithstanding anything to the contrary herein, completion dates will be mutually agreed upon in writing during the Project Schedule as documents become available and such agreement will become a part of this Agreement. ARTICLE 11 OWNERSHIP OF DOCUMENTS All plans, specifications and estimates prepared pursuant thereto shall be and remain the property of the Owner. ARTICLE 12 NEUTRALITY IN INTERPRETATION This Agreement shall be deemed to have been prepared jointly by the parties, and the usual rule that the provisions of a document are to be construed against the drafter shall not apply. The parties, through their authorized representatives, have executed this Agreement on the dates indicated opposite their signatures. I71 LEGACY L.A. OWNER Lou Calanche, Program Director PACIFICA SERVICES, INC. Ernest Camacho, President Legacy L.A. Professional Services for Due Diligence and Planning Phase of Hazard Park Armory Project " Peonle WR Pacifica Services, Inc. October 23, 2012 Lou Calanche, Executive Director Legacy LA RE: Legacy L.A. — Hazard Park Armory Renovation Pacifica Services, Inc. (Pacifica) is pleased to submit the attached proposal for your review and consideration in support of Legacy L.A.'s Hazard Park Armory Renovation project. With numerous years of experience providing similar services to various private, public, municipal, and school district projects, Pacifica not only brings a wealth of knowledge and first-hand understanding, but also practical approaches and lessons learned to provide successful and efficient project execution. We appreciate the opportunity to submit our credentials and eagerly anticipate our continuing professional services to your organization. We trust that our qualifications illustrate our expertise, knowledge and.experience. Should you have any questions, our Vice President, Nelson Martinez, can be contacted directly. Mr. Martinez has the authority to negotiate and contractually bind the firm and his contact information is provided below. Sincerely, Is arti LE A.P. Vice President 106 S. Mentor Ave. Suite 200 Pasadena, CA 91106 626-405-0131 626-405-0059 (FAX) 106 South Mentor Avenue Suite 200 Pasadena, California 91106 (626) 405-0131 FAX (626) 405-0059 LEGACY L.A.-HAZARD PARK ARMORY RENOVATION Table of Contents Cover Letter Statement of Experience................................................................... 1 Team Assignments............................................................................ 2 ProjectReferences............................................................................ 3 Exhibit A - Scope of Professional Services ........................................ 8 Exhibit B - Cost Estimate & Schedule of Rates ................................ 10 Attachment 1 — Agreement for Program Management Services ......... LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Statement of Experience Awards and Recognition ✓ CMAA 2010 Project Achievement Award - Recognized for the outstanding achievement in Sustainability ✓ Recognized by Inc. Magazine as the 38th fastest growing privately owned US firm. ✓ 2011 Certified Building Commissioning Award ✓ Recognized by the U.S. AirForcefor environment and conservation achievements ✓ Recognized by Hispanic Business Magazine as the nation's 2nd fastest growing Hispanic owned business Recent Clients City of El Monte • City of Chino Hills • City of Industry • City of West Covina • City of Pico Rivera • Municipal Water Districts • City of San Bernardino USD Pacifica Services, Inc. (Pacifica) was established 33 years ago by Mr. Ernest M. Camacho and is a privately owned company and Certified Small Business Enterprise and Minority Owned Business Enterprise. Today, Pacifica is one of Southern California's top firms in providing engineering and project management consulting services. Born and raised in East Los Angeles, Mr. Camacho remains committed to the community's enhancement and leadership development of its predominant Latino population. He has served as an active Board member for numerous organizations, including: • East Los Angeles College Advisory Board • White Memorial Hospital, Boyle Heights • Latin American Management Association Board of Directors • Hollywood Presbyterian Medical Center Board of Directors • Center for Community and Family Services, Chairman of the Board Since its inception, Pacifica has successfully delivered more than 500 California projects valued at over $5 billion and secured more than $100 million in additional state funding for our Clients. Pacifica's staff has recently worked on a number of projects with rigid engineering design, environmental, safety, and health regulatory requirements. Pacifica's staff understands that performance is expected well above contract specifications and applies their multidisciplinary approach to assist on many issues beyond design and construction that impact cost, schedule, and program quality. This ever-present standard of excellence reflects Pacifica's corporate philosophy: A shared desire to perform beyond clients' expectations. This philosophy produces exceptional benchmarks of expediency, economy, and value for clients. The result is a project of highest quality, delivered on or ahead of schedule, and within budget. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Team Assignments Pacifica has the experience to manage all aspects of project development from the pre - construction planning phase, to bid/negotiations and contractor award, and final execution construction phases. In addition to project planning/management expertise, Pacifica has extensive on -site construction management and inspection experience working with various public and private sectors. Due to this insight, Pacifica's staff knows first-hand what works and what can be redundant, unnecessary, and ineffective. We know what it takes to plan and design efficiently with constructability, cost, and scheduling in mind. Pacifica's Engineering and Environmental Department has the technical staff with the experience and qualifications to address any challenges and meet the needs of Legacy L.A.'s Hazard Park Armory Renovation project. Pacifica's staff is comprised of professionals with established relationships across many jurisdictions and municipalities including the City of Los Angeles. Ongoing Services As of October 2011, Pacifica has been providing various services and assistance to Legacy L.A. to include: • Program scope overview • Development of preliminary estimate and schedule • Coordination and review of USC street improvement plans, schedule, and street widening schematic drawings • Interviews with prospective architectural firms • Funding allocation discussions with City of Vernon and Legacy L.A. Board • Conceptual discussions/meetings with City of Los Angeles staff As of October 2012, Pacifica has provided over 120 man-hours of technical and professional services — approximately 65% of which has been accomplished Pro-bono. For this project, Ms. Michelle Marquez -Riley, P.E., LEED AP, has been selected as this potential project's Senior Project Manager. As a California registered Professional Engineer with over 17 years of extensive experience in site development, design, environmental compliance, infrastructure design and management, and construction management for a diverse range of projects, Ms. Marquez -Riley will function as the primary point of contact for the project. Ms. Marquez -Riley will report directly with Legacy L.A. and be responsible for the management Of the team's day to day project activities and delivery of services in accordance with the Scope of Services outlined in this proposal and in compliance with the City of Los Angeles' Conditions of Approval. Ms. Marquez-Riley's background will be harnessed to ensure that the project at hand is successfully executed. She will approach the project uniquely to assess risk, optimize potential cost savings, minimize disturbance, and maximize efficiency while ensuring that the project meets the scope of work and regulatory/permitting requirements. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Project References The following includes a compilation of projects that Pacifica's team members have worked on which include projects where similar services were provided as those listed in the Scope of Services. Detailed project descriptions and references including the client's name, address, and contact name and phone number are also noted in the project sheets. ENGINEERING AND STORWATER MANAGEMENT SERVICES Project Size: 624 Units, 23,000 SF Retail, and One Acre Urban Park Budget: $500,000,000 Construction End Date: February 2009 An urban infill mixed -use project including two towers and one six - story building consisting of 629 lofts and condominiums, underground parking, a garage/podium, an urban park and 25,000 square feet of retail space. The project located adjacent to Metropolitan Transit Authority subway system. As single project manager and LEED charrefte leader, Pacifica's Mrs. Marquez -Riley provided hands on involvement with engineering services and preparation of all onsite civil improvement plans including rough/final grading and drainage, foundation, shoring, and utilities (sewer, water, and stormdrain). Additionally, services included r preparation and permitting of offsite street improvements including street widening and sidewalk, curb & gutter construction. As part of CLIENT INFORMATION: the project's U.S. Green Building Council LEED Certification process, Astani Enterprises the design team developed a comprehensive analysis of site Sonny Astani hydrology and hydraulic options to develop an innovative and 9595 Wilshire Blvd., sustainable stormwater management plan which included various Suite 1010 permanent Best Management Practices (BMPs), including an urban Hills, CA 90212 Beverly Hills, park and an underground stormwater harvesting and recycled water (3t0) 2 9 system. Services included registration, design and preparation of documents for LEED certification and preparation of Standard Urban SERVICES PROVIDED: Stormwater Mitigation Plan (SUSMP). As part of the construction • Design and Engineering phase support, Pacifica staff prepared a Storm Water Pollution Prevention Plan (SWPPP) for the various phases of construction in • Stormwater Management accordance with Regional Water Quality Control Board (RWQB) • On -Site Inspections requirements. • Hydrology and Hydraulic Studies • Planning and Processing Services included coordination and permitting services with several • Program Management City of Los Angeles agencies including the Bureaus of Engineering, • Survey Sanitation, and Street Lighting, as well as the Department of Water • Project Management and Power, Department of Urban Forestry, Cultural Resources, • On -going Construction Support Metropolitan Transit Authority, and Regional Water Quality Control Board LEGACY L.A. - HAZARD PARK ARMORY RENOVATION BARKER BLOCK, ENGINEERING AND STORWATER MANAGEMENT SERVICES PROJECT BACKGROUND: Project Size: Seven -building project consisting of 297 artist lofts and condominiums, a parking garage and 6,800 square feet of retail CLIENT INFORMATION: The Kor Group Fabian lobi, Vice President of Design and Construction 421 S. Beverly Drive, 7th Floor Bevedy Hills, CA 90212 (424) 249-6900 SERVICES PROVIDED: • Design and Engineering • Stormwater Management • Hydrology and Hydraulic Studies • Planning and Processing • Program/Project Management • Construction Management space. Budget: $350,000 Construction End Date: 2008 PROJECT DESCRIPTION: Onsite design services included the preparation of grading and drainage plans, hydrology/hydraulic analysis, stormwater management and development of Standard Urban Stormwater Mitigation Plan (SUSMP) report. Offsite design services included plans, specifications, and permitting of new roadway, sidewalk, gutter construction, street lighting, sewer, and water infrastructure plans as well as extensive hydrologic/hydraulic analysis for development of public storm drain improvements. An innovative Storm Water Pollution Prevention Plan (SWPPP) was developed and incorporated into the various phases of the project in accordance with Regional Water Quality Control Board requirements. Construction Management services and inspections were performed to ensure proper implementation of specified BMPs. SOUTHEAST WATER RELIABILTY PROJECT —PHASE 1 & 2, CENTRAL BASIN MUNICIPAL WATER DISTRICT sen ,enr ewnvn_enuun. CLIENT INFORMATION: Central Basin Municipal Water District Dave Hill, Water Resources and Planning Manager 6252 Telegraph Road Commerce, CA 90040 (323) 201-5500 SERVICES PROVIDED: • Design and Engineering • Hydrology and Hydraulic Studies • Environmental Compliance • Construction Management • Street Improvements Project Size: 17 miles of pipeline Budget: $90,000,000 Construction End Date: Ongoing PROJECT DESCRIPTION: The Central Basin Municipal Water District is constructing the Southeast Water Reliability Project (SWRP), approximately 17 miles of recycled water pipeline running through Montebello and Pioo Rivera. The SWRP will expand the District's current recycled water system, bringing recycled water to cities in Southeast LA County. Central Basin is currently constructing Phase 1A and 1C of the Southeast Water Reliability Project (SWRP), approximately 5 miles of recycled water pipeline, 30" welded steel pipe, and 1 mile 12" ductile iron pipe, 1000ft of boring and micro tunnels. Phase 2 is 10 miles of 30" pipeline that will run rum Montebello to Vernon. In addition there is a pump station upgrade adding a new hypo -chlorination facility and a 750 hp back-up pump. Once complete, SWRP will protect and conserve the regional drinking water supply through the increased use of recycled water for industrial and irrigation uses. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION HOLLYWOOD PARK REDEVELOPMENT CLIENT INFORMATION: Wilson Meany Sullivan, LLP Chris Holmquist Vice President of Land Acquisition and Development 100 Wilshire Blvd., Suite 940 Santa Monica, CA 90401 (310) 382-9000 • Design and Engineering • Stormwater Management • Hydrology and Hydraulic Studies • Planning and Processing • Project Management • Street Improvements • Traffic Enhancements • Utility Interface Project Size: 238 acres Budget: Confidential Construction End Date: Ongoing PROJECT DESCRIPTION: Redevelopment of approximately 238-acre site including the racetrack grandstand and Casino/Pavilion. The proposed mixed - use project includes demolition of all improvement and structures on the Project site including the Hollywood Park Racetrack and grandstand, and the new construction of approximately 3,000 residential units, 620,000 square feet (SF) of retail space, 75,000 SF of office/commercial space, a 300-room hotel including 20,000 SF of related meeting space and 10,000 SF of community serving uses for Home Owners' Association. The Pavilion/Casino will be relocated on the Project Site and reconfigure d as a 120,000 SF Casino/gambling facility. A four -acre site is proposed to be donated to a public entity for civic uses, which could be a combination of one or more uses such as a school, library, community center, etc. Approximately 25 acres will be designated for recreation/open space for the development including two infill lakes. Provided engineering services including preparation of H2ONet nodal analysis for water systems as well as the design layout of water piping for potable and recycled water systems. Staff prepared tentative map and was responsible for development and coordination of hydrology/hydraulic analysis, stormwater management and SUSMP report, onsite rough/final grading and drainage plans, and public/private street improvement requirements. In particular, the stormwater management was unique as it directed runoff through vegetative bioswales for treatment before directing to a lake, for storage and further treatment. Additionally, the project entailed coordination and oversight of sewer flow monitoring efforts in conjunction with City of Inglewood and Los Angeles County DPW agency infrastructure improvements. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Los Angeles Unified School District Kelly Schnieder Interim Facilities Services Director 333 South Beaudry Ave Los Angeles, CA 90017 (213)241-1000 SERVICES PROVIDED: • Design and Engineering • Stormwater Management • On -Site Inspections and Monitoring • Environmental Compliance • Planning and Processing • Program Management • Project Management • Project Controls Management PROJECT LIST IPARTIALL • Glassell Park Early Education Center • South Region Elementary School #9 • South Region Span K-8 #1 • Central Region Elementary School #16 • Central Los Angeles New Learning Center #1 • East Los Angeles High School #2 LOS ANGELES UNIFIED SCHOOL Program Size: 250+ new construction projects Budget: $27,000,000,000 Construction End Date: On -going PROGRAM DESCRIPTION: The Los Angeles Unified School District is currently undertaking the largest K-12 new school construction program in the country. This program includes modernization, additions and new construction of school facilities. From 1997 to the present Pacifica Services, Inc. (Pacifica) has provided services to the LAUSD on more than 180 school sites. As part of their services, Pacifica provides the LAUSD Owner Authorized Representatives (OARs) for both Construction Management and Environmental Compliance. In this capacity Pacifica has overseen the implementation and inspection of SWPPP's on new school construction sites ranging in size from 1 acre to over 15 acres. Pacifica's responsibility includes assuring that SWPPP compliance is maintained by the responsible contractors from demolition through completion with no lapse in mitigation measures. This includes receipt and process of weekly/monthly compliance reports, daily jobsite awareness and notification of degradation of mitigation measures, and management of day-to-day Best Management Practices (BMPs). In the case of changing or special site conditions, additional BMPs are recommended and implemented. Lastly, Pacifica ensures that all reporting requirements are submitted in a timely fashion and in compliance with State Water Resource Board requirements. Pacifica works closely with regulatory officials to maintain communication for community outreach purposes. As part of this process, Pacifica meets with local community members to address concerns and provide assurance that environmental controls are in place. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Los Angeles CLIENT INFORMATION: Los Angeles Community College District Blaire Doane LACCD Energy Program Manager 770 S. Wilshire Blvd. Los Angeles, CA 90007 (818) 219-4221 Cell (213)891-2133 Office (213) 891-2490 Fax blair.doane@build-laocd.org SERVICES PROVIDED: • Design and Engineering • Stormwater Management • On -Site Inspections • Program Management • Project Management • Construction. Management • Post Construction PARKING INSTALLATION PROJECT BACKGROUND: Project Size: New Construction of Photovoltaic 306 KW output solar structure via polycrystalline panels Budget: $3,000,000 Construction End Date: 2010 PROJECT DESCRIPTION: Responsible for management of the design and construction for the Northwest Parking Photovoltaic System Expansion. Managed project schedule, renewable energy Design -Build Contractor during the pre - design, design, construction and close out phases, managed pre - construction activities to include utility coordination/design requirements with SCE, managed construction to include change order processes, and coordination with IOR and specialty inspections and testing, storm water Best Management Practices (BMP) inspection and monitoring, and close-out of project. Coordinated with the ELAC Facilities on all construction activities and impacts to the college operations. Managed SCE Interconnect Agreement process and Incentive Application process. Managed SCE inspection process for PV Carport Systems. ROOFING INSTALLATION PROJECT BACKGROUND: Project Size: Re -roofing projects at Buildings C-1, E-9, G-3, H-9 and P-1 with Thin Film Building Integrated Photovoltaic (BIPV) System Budget: $3,500,000 Construction End Date: Nov 2010 PROJECT DESCRIPTION: Responsible for management of the design and construction for the Roof -Mounted Thin -Film Photovoltaic System Installation on Buildings A-1, C-1, E-9, G-3, H-9 and P-1. Managed project schedule, managed the renewable energy Design -Build Contractor during the pre -design, design, construction and dose out phases, managed pre -construction activities to include utility coordination/design requirements with SCE, managed construction to include change order processes, and coordination with IOR and specialty inspections and testing, and close-out of project. Coordinated with the ELAC Facilities on all construction activities and impacts to the college operations. Managed SCE Interconnect Agreement process and Incentive Application process. Managed SCE inspection process for PV Carport Systems. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Exhibit A Scope of Professional Services — Due Diligence & Planning As part of the initial Due Diligence and Planning Phase, Pacifica Services, Inc. (Pacifica) is prepared to provide Program Management services to satisfy future Youth Development Center renovation goals. Pacifica has reviewed various documents provided by Legacy L.A. including the City of Los Angeles correspondence and proposed Programming Proposal. In conjunction with Ms. Lou Calanche, Pacifica has met with adjacent USC property's Real Estate and Asset Management as well as Community Outreach representatives to discuss future street improvements along San Pablo and Norfolk Streets. With extensive knowledge and project experience in similar redevelopment projects, Pacifica's experienced professionals are prepared to provide Legacy L.A. with Program Management services to satisfy future site improvements. As such, the following Scope of Professional Services for the Due Diligence & Planning Phase is outlined below for your review and consideration: 1. Project Research & Coordination • Pacifica will reference all available city approval documents, reports, and maps/plans, including title report, zoning requirements, MOU, and condition of existing utility infrastructure to incorporate proposed improvements for overall site. • In conjunction with USC street improvement plans, Pacifica understands Legacy L.A.'s ultimate goal to plan improvements in an effort to maximize street and infrastructure exposure. Pacifica will work collectively with USC's consultants to plan future improvements accordingly. • Pacifica will review the title report for existing assessments or restrictive covenants placed on the site and recorded easements which may affect future infrastructure design considerations. • Pacifica will attend client and city department meetings, as required, and process all appropriate plan and document submittals in accordance with building permit requirements. 2. Utility Infrastructure Assessments • Pacifica will contact appropriate agencies and utility companies for any necessary as -built plans and record data to include, but not limited to: o Public right-of-way o Electrical o Sewer o Water • Pacifica will prepare and submit the necessary Service Availability Request (SAR) to LADWP to include application and supporting data. Pacifica will coordinate with LADWP for water service determination based on future occupancy requirements. • Pacifica will prepare application and submit necessary data for Sewer Capacity Availability Request (SCAR). Pacifica will coordinate with L.A. Bureau of Sanitation to determine if sufficient sewer capacity is available to serve the project and future occupancy requirements. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION 3. Phase 1 Environmental Site Assessment HE • An ASTM E 1527-05 Phase I Environmental Site Assessment (ESA), including review of prior investigation reports and regulatory actions taken at the site, shall be conducted by Pacifica as part of the overall environmental review of the proposed project. • The Phase I ESA will consist of a review of site -specific documents and historical maps to determine past uses of the site, a site visit to visually inspect the property for signs of potential environmental contamination, and investigation of state and federal environmental regulatory databases to identify recognized hazardous materials usage or spills. • If the Phase I ESA concludes that there is no substantial potential for soil contamination or other constraints, no further action would be required. However, should recognized environmental conditions and potential for contamination be discovered during the Phase I, a Phase II site investigation will be recommended (not apart of scope) to identify.the nature and extent of contaminants that may impact the proposed project. • If the Phase 1 ESA determines that the proposed project involves disturbance of soil (grading, landscape, etc.) in a contaminated area, Pacifica will ensure that subsequent design development plans incorporate proper removal and disposal of soil in compliance with applicable regulations, including those required by the DTSC, RWQCB, and DHS. 4. Building Survey & Schematics Drawings • Pacifica will coordinate building survey and preparation of schematic drawings with a pre - selected client -approved architectural firm to incorporate overall site plan, infrastructure/utility plan, and development of a feasible construction phasing plan. • Pacifica will ensure that project phasing incorporate planned USC street improvements and funding allocation. • In concert with developer and architect, Consultant will refine conceptual solutions to civil engineering issues to the point of Agreement with respect as to how civil engineering problems will be solved. • Pacifica will provide and coordinate sufficient calculations, exhibits, and/or detail to clearly define any engineering or regulatory constraints. • Pacifica will ensure that a preliminary site plan is based on fully dimensioned site layout provided by the architect. • Purpose of this service will be to confirm building setbacks, parking dimensions and that the proposed site layout "fits" the site and Legacy L.A.'s proposed requirements. • The schematic drawings and supporting details will be used as a base for the grading plans and utility plans. • In conjunction with Legacy L.A., Pacifica will ensure that proposed phasing plan is consistent with client's prioritized future upgrades as well as the most cost effective progression of the overall redevelopment of the Youth Development Center. LEGACY L.A. - HAZARD PARK ARMORY RENOVATION Exhibit B Cost Estimate & Schedule of Rates The following cost estimate is based on the Scope of Services as defined in Exhibit A provided for your review and consideration. Fees are based on an estimated hourly level of service for a standard project of similar size and scope. Any unforeseen or extraneous conditions that would cause Pacifica to potentially exceed estimated budget will be clearly communicated with Legacy L.A. Where possible, Pacifica will recommend strategies to minimize cost overruns or work around encountered obstacles. Beyond services rendered on a Pro Bono basis, to date, Pacifica has accrued $7,155 in fees for upfront services provided to Legacy L.A. In addition to accrued balance, an initial 16% retainer fee of $22,600 will be due immediately upon acceptance of this proposal and Notice of Proceed. Retainer shall be payable by Legacy L.A. and will be held and applied to the final invoice issued to this specific project and future contract. Invoices will be billed based on number of hours and level of service provided on a monthly basis. Due Diligence & Planning Task Budget Task 1: Project Research & Coordination $50,000 Task 2: Utility Infrastructure Assessments $15,000 Task 3: Phase I Environmental Site Assessment $35,000 Task 4: Building Survey & Schematic Drawings $50,000 TOTAL $150,000 Schedule of Hourly Rates Classification Hourly Rate Senior Project Manager $159 Project Manager $141 Project Engineer $95 Environmental Compliance Manager $120 Estimator $100 Scheduler $90 Clerical/Administrative Assistance $75 As needed and approved by client representative, direct expenses attributed to Reimbursable incidental materials and services, such as report reproductions, plan set costs: printing, parking fees, specific software, etc., will be billed at cost plus 10% mark-up. Mileage rate = $0.55 1161 ATTACHMENT 1 AGREEMENTFOR PROGRAM MANAGEMENT SERVICES This Program Management Services Agreement ("Agreement") is made and entered into this , by and between the LEGACY L.A. (hereinafter referred to as "Owner") and PACIFICA SERVICES, INC. (hereinafter referred to as "Construction Manager") for Program and Management services relating to the modernization of Hazard Park Amory located at 1350 San Pablo Street, Los Angeles, CA 90033 and with completion of said project (collectively hereinafter referred to as "Project"). RECITALS WHEREAS, Owner desires to obtain comprehensive professional Program and Management services for the Project; WHEREAS, Program Manager understands that the size of the Project and the type of quality of construction are dependent upon the funds available for the Project. Thus, the Program Manager will exercise its best judgment is determine the balance between the size of the Project, the type of construction, and the quality of construction to achieve a satisfactory solution within budget limitations; WHEREAS, Program Manager (under the name Pacifica Services, Inc.) has made specific representations in a prequalification package and WHEREAS, Program Manager is intimately familiar with the rules, regulations and submittal requirements of the City of Los Angeles and is capable of meeting each and every requirement of the agency in an efficient manner in order to meet both time and budget expectations. Further, Program Manager is in complete compliance with all requirements under local, state and federal law. WHEREAS, Program Manager represents that it has the capabilities and skills in construction supervision, bid evaluation, project scheduling, claims review and negotiation, project design review and evaluation, and general management and administration of construction projects. Program Manager covenants to provide its best skill and judgment in furthering the interests of Owner in the management of the construction of the Project. Program Manager agrees to furnish efficient business administration and management services and to perform in a manner consistent with the interests of Owner. The Program Manager's Services for the Project shall be as follows and as enumerated within Exhibit "A" to this Agreement. WHEREAS, all services provided by the Program Manager under this Agreement shall be provided by or under the direction and control of a Project Director/Supervisor. Basic Services to be provided by the Program Manager are those enumerated in the Basic Services (Exhibit "A" hereto). ARTICLE 1 PROGRAM MANAGER'S SERVICES AND RESPONSIBILITIES 1.1 BASIC SERVICES 1.1.1 Program Manager's "Basic Services" consist of those services performed by Program Manager and Program Manager's employees and consultants to provide the specific services listed in Exhibit "A", Scope of Services, within of this AGREEMENT. 1.2 DUE DILIGENCE AND PLANNING PHASE 1.2.1 Provide ongoing Program Management services to the OWNER. 1.2.2 Provide Program Management at the request of the Owner to provide assistance to resolve any issues that are critical to Schedule or Budget considerations. 1.2.3 Provide ongoing Program Management involvement in progress meetings. 1.3 RESERVED. 1.4 ADDITIONAL SERVICES 1.4.1 Additional Services are defined, for the purpose of this Agreement, as any services performed in the interest of the Project, at the request of the Owner, which are outside the scope of this Agreement, and which are Board approved. 1.4.2 RESERVED. 1.4.3 If, during the planned duration of the Project, Owner requests that additional personnel or other resources be provided for reasons other than extension of the period of services, such additional resources shall be provided by written amendment between Owner and Program Manager which amendment shall provide for equitable adjustment of Program Manager's compensation. 1.5 PERSONNEL 1.5.1 Owner may unilaterally require the replacement of personnel employed by Program Manager on the Project, with or without cause. Program Manager shall immediately replace such personnel without additional cost to the Owner. 1.5.2 Program Manager agrees to provide the personnel specifically agreed upon by Owner. Changes made to Program Manager's staff shall be made only with the prior written consent of Owner. 1.5.3 Any proposed staff changes will only be considered after resumes are submitted for Owner review and the Owner is given the opportunity to interview the suggested personnel. Owner retains the right to reject newly proposed personnel based on qualifications or other relevant criteria. 1.5.4 The Program Manager shall enforce strict discipline and good order among the Contractor's and Subcontractor's employees, and other persons carrying out the Agreement. The Program Manager shall not permit employment of unfit persons or person not skilled in tasks assigned to them. As used in this subsection, "unfit" includes (but is not limited to) any person who the Owner concludes is improperly skilled for the task assigned to that person, who fails to comply with the requirements of this article, or who creates safety hazards which jeopardize other persons and/or property. 1.5.5 Program Manager shall comply and insure compliance of all provisions of Education Code section 45125.1. Pursuant to Education Code section 45125.1, Program Manager shall conduct criminal background checks of all employees of Program Manager and all workers assigned to the Project site, and shall certify that no employees or individual who have been convicted of serious or violent felonies, as specified in Education Code section 45125.1, will have contact with pupils, by utilizing the certification attached hereto as Exhibit C As part of such certification, Program Manager must provide the Owner with a list of all employees providing services pursuant to this Agreement, and designate which sites such employees will be assigned. In performing the services set forth in this Agreement, Program Manager shall not utilize any employees who are not included on the above -referenced list. At Owner's sole discretion, Owner may make a finding, as authorized under Education Code section 45125.1, that Program Manager's employees will have only "limited contact" with pupils. Program Manager's failure to comply with this law shall be considered a material breach of this Agreement upon where this Agreement may be terminated, at Owner's sole discretion, without any further compensation to Program Manager. ARTICLE 2 OWNER RESPONSIBILITIES 2.1 PROJECT INFORMATION 2.1.1 The Owner shall provide full and complete information regarding the requirements of the Project, which shall set forth the Owner's objectives, constraints and criteria. 2.2 BUDGET 2.2.1 The Owner shall provide a budget for the Project with the assistance of the Program Manager and Architect. 2.3 OWNER'S REPRESENTATIVE 2.3.1 The Owner shall designate a representative ("Owner's Representative") to act on the Owner's behalf with respect to the Project. The authorized Representative shall fender decisions promptly to avoid unreasonable delay in the progress of the Program Manager's services and shall expeditiously process contractor payment applications and change order documentation and shall make all required payments in a timely manner. 2.3.2 In addition, Owner shall promptly and properly file Notice(s) of Completion upon written recommendation by Architect and Program Manager for the Project or designated portion(s) thereof. 2.4 OWNER'S RIGHT TO PERFORM WORK 2.4.1 The Owner reserves the right to perform work related to the Project with the Owner's own forces, and to award contracts in connection with the Project which are not part of the Program Manager's responsibilities under this Agreement. ARTICLE 3 PROGRAM MANAGER'S COMPENSATION 3.1 BASIC FEE 3.1.1 Owner agrees to pay the Program Manager for performance of all Program Management services contemplated under the terms of the Agreement, a fee for services as calculated and set forth in Exhibit "B" for $100,000 and based on listed Schedule of Rates. 3.2 REDUCTION IN BASIC SERVICES 3.2.1 Owner may reduce, for its convenience, the Basic Services to be provided by the Program Manager at any time during the contract period. If the reduction by the Owner also includes a requested reduction in the Program Manager's on -site personnel, the Program Manager shall be allowed a maximum of 30 days to reassign personnel. 3.3 COMPENSATION FOR ADDITIONAL SERVICES 3.3.1 Compensation for any Additional Services, as defined in Article 1.4.1, authorized by the Owner during the planned duration of services shall be made on the basis of; (a) Personnel Services: At hourly rates set forth on Exhibit "B" This sum represents both direct reimbursements of Personnel costs and Basic Service Fee for Program Manager. 3.4 REIMBURSABLE EXPENSES 3.5.1 "Reimbursable expenses" include any authorized expense incurred by the Program Manager and Program Manager's employees and consultants in the interest of the Program and Program Management which are outside the scope of Program Manager's Basic Scope of Services, as identified within Exhibit "A", which expenses include, but not by way of limitation: (a) Materials and/or Outside Services: Cost plus ten percent. (b) Miscellaneous Reimbursables: Reimbursement at cost plus ten percent (10%). ARTICLE 4 PAYMENTSCHEDULE 4.1 THE FEE FOR BASIC SERVICES AND GENERAL CONDITIONS The fee for Basic Services set forth in Article 3 shall be paid monthly, as follows: 4.1.1 Payment for Basic Services unless otherwise agreed to herein, shall be made in monthly installments over the duration of the Program. The parties agree that services commence on June 15, 2012. ARTICLE 5 TERMINATION. ABANDONMENT OR SUSPENSION OF WORK 5.1 TERMINATION OF PROGRAM MANAGER SERVICES 5.1.1 The Owner may suspend or terminate the Program Manager's services under this Agreement following thirty (30) days written notice to the Program Manager because of the failure of the Program Manager to satisfactorily perform under this Agreement or if the Program Manager fails to complete its services or otherwise comply with the terms of this Agreement. 5.1.2 Owner shall also have the right in its absolute discretion to terminate this Agreement in the event the Owner is not satisfied with the working relationship with Program Manager and without cause following thirty (30) days prior written notice from Owner to Program Manager. 5.2 ABANDONMENT OF PROJECT 5.2.1 The Owner may suspend or abandon all or any portion of the work on the project upon written notice to the Program Manager. Upon notice of suspension or abandonment, Program Manager shall as soon as practicable discontinue any further action on the Project or portion thereof. 5.2.2 If the entire work to be performed on the Project is abandoned, the parties shall each be relieved of the remaining executory obligations of the Agreement, as it relates to the Project, but shall not be relieved of any obligations arising prior to said abandonment. 5.3 COMPENSATION IN THE EVENT OF TERMINATION, ABANDONMENT OR SUSPENSION 5.3.1 In the event of termination not the fault of the Program Manager, including termination for convenience, abandonment or suspension, the Program Manager shall be compensated for all services performed to the termination date with credit on the fee for the percentage work actually completed as of the date of termination together with all reasonable Termination Expenses. 5.4 DELIVERY OF DOCUMENTS 5.4.1 Upon termination, abandonment or suspension, Program Manager shall deliver to Owner all documents, including Program Manager notes, correspondence and files. In no case shall Program Manager return to release said files to Owner after ten (10) days written notice by Owner. In addition, Program Manager understands that the Project is ongoing and failure to release said files shall result in Owner damages, the cost of which will be deducted from any sums due to Program Manager; if no sum is due, then it shall be reimbursed to Owner. ARTICLE 6 INDEMNIFICATION 6.1 DUTY TO INDEMNIFY AND HOLD HARMLESS 6.1.1 To the fullest extent permitted by law, and subject to the limitations of Civil Code § 2782, Program Manager agrees to indemnify, defend and hold Owner, its board members, employees, and officers harmless from liability arising out of: (a) Any and all claims under workers' compensation acts and other employee benefit acts with respect to Program Manager's employees or Program Manager's subcontractor's employees arising out of Program Manager's work under this Agreement; (b) Liability for damages for: (1) death or bodily injury to person; (2) injury to, loss or theft of property; (3) any failure to comply with any provision of law; (4) breach of contract or promises made by Program Manager; (5) claims or lawsuits brought by third parties, agents or independent contractors, or (6) any other loss, damage or expense arising under either (1), (2), (3),(4), (5) or (6) above, sustained by the Program Manager or any person, firm or corporation employed by the Program Manager upon or in connection with the Project, except for liability resulting from the sole or active negligence, or willful misconduct of the Owner, its board members, officers, employees, agents or other independent contractors who are directly employed by the Owner, and (c) Any loss, injury to or death of persons or damage to property caused by any act, neglect, default or omission of the Program Manager, or any person, firm or corporation employed by the Program Manager, either directly or indirectly, or by independent contract. ARTICLE 7 SUCCESSORS AND ASSIGNS This Agreement is binding upon and inures to the benefit of the successors, executors, administrators, and assigns of each party to this Agreement, provided, however, that the Program Manager shall not assign or transfer by operation of law or otherwise any or all rights, burdens, duties, or obligations without prior written consent of the Owner. Any attempted assignment without such consent shall be invalid. ARTICLE 8 APPLICABLE LAW This Agreement shall be governed by the laws of the State of California and any policies/regulations adopted thereunder ("Applicable Law"). To the extent that there is any inconsistency between this Agreement and the Applicable Law, or this Agreement omits any requirement of the Applicable Law, the language of the Applicable Law, in effect on the date of the execution of this Agreement, shall prevail. ARTICLE 9 INSURANCE 9.1 . INSURANCE PROVIDED BY PROGRAM MANAGER The Program Manager shall purchase and maintain insurance for not less than the following limits or greater if required by law: 9.1.1 Worker's Compensation 9.1.1.1 State Statutory 9.1.1.2 Applicable Federal Statutory 9.1.2 Comprehensive General Liability (including premise -operations; Independent Contractor Protection; Products and Completed Operations; Broad Form Property Damage): 9.1.2.1 Bodily Injury (including personal $1,000,000 each occurrence injury, sickness, disease or death). 9.1.2.2 Property Damage $1,000,000 each occurrence $1,000,000 aggregate. 10. 1.3 Contractual Liability 9.1.2.3 Bodily Injury $1,000,000 each occurrence. 9.1.2.4 Property Damage $1,000,000 each occurrence, $1,000,000 aggregate 9.1.3 Personal Injury with Employment $1,000,000 aggregate exclusion deleted. 9.1.4 Comprehensive Automobile Liability (owned, non -owned, hired). 9.1.4.1 Bodily Injury $1,000,000 each person, $1,000,000 each accident. 9.1.4.2 Property Damage $1,000,000 each occurrence 9.1.5 Professional liability insurance (i.e. errors and omissions insurance) in an amount of not less than $2,000,000.00. ARTICLE 10 ENTIRE AGREEMENT 10.1 This Agreement and the attached Exhibit A, represent the entire Agreement and understanding of the parties concerning the subject matter hereof; this Agreement replaces and supersedes prior negotiations or Agreements between the parties concerning the subject matter hereof. 10.2 This Agreement may be amended or modified only by a written instrument duly executed by the parties. 10.3 COMPLETION DATES Notwithstanding anything to the contrary herein, completion dates will be mutually agreed upon in writing during the Project Schedule as documents become available and such agreement will become a part of this Agreement. ARTICLE 11 OWNERSHIP OF DOCUMENTS All plans, specifications and estimates prepared pursuant thereto shall be and remain the property of the Owner. ARTICLE 12 NEUTRALITY IN INTERPRETATION This Agreement shall be deemed to have been prepared jointly by the parties, and the usual rule that the provisions of a document are to be construed against the drafter shall not apply. The parties, through their authorized representatives, have executed this Agreement on the dates indicated opposite their signatures. DATE: LEGACY L.A. OWNER Lou Calanche, Program Director PACIFICA SERVICES, INC. Ernest Camacho, President LEGACY L A February 7, 2013 Alex King Assistant to the City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 RE: Signed Grant Agreement Dear Alex, Per your request enclosed please find the signed grant agreement between Legacy LA and the City of Vernon. Please feel free to contact me if you have any questions. Once again, thank you for all your support. Hazard Park Armory • 1350 N. San Pablo Street, Los Angeles, CA 90033 Phone:323.222.0544 • Fax:323.222.0564 • info@Iegacyla.org • www.Iegacyla.org CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: February 11, 2013 TO: Joaquin Leon, Deputy City Treasurer FROM: Deborah Juarez, Records Management Assistant# RE: Resolution No. 2013-17 — A Resolution of the City Council of the City of Vernon Approving and Authorizing the Deposit of $150,000.00, into an Escrow Account to be Used by Legacy L.A. for the Initial Planning Phase to Renovate the Youth Development Center at Hazard Park Armory in Boyle Heights Attached for your transmittal is a copy of an original partially executed grant agreement, which was approved by City Council on January 22, 2013, through Resolution No. 2013-17. Please ensure that the original fully executed agreement is returned to me for the file after the proper parties at East West Bank have signed. Thank you. Attachment c: Rory Burnett William Fox Mark Whitworth Resolution No. 2013-17 Agreement No. 13-008 GRANT AGREEMENT BETWEEN THE CITY OF VERNON AND LEGACY LA YOUTH DEVELOPMENT CORPORATION THIS GRANT is hereby awarded effective January 22, 2013 from the City of Vernon, a California charter City and California municipal corporation ("Vernon"), located at 4305 Santa Fe Avenue, Vernon, California 90058, to Legacy LA Youth Development Corporation ("Legacy"), a 501(c)(3), not -for -profit, California corporation, located at 1350 N. San Pablo St., Los Angeles, CA 90033. RECITALS WHEREAS, on January 22, 2013, the City Council of the City of Vernon adopted Resolution No. 2013-17, affirming the City's commitment to financially assist in the renovation of the Armory Youth Development Center at the Armory Building at Hazard Park (the "Armory"), located at 1350 N. San Pablo St., Los Angeles, CA 90033; WHEREAS, Vernon is a primarily industrial City, that has nearly all of its workforce living outside Vernon; WHEREAS, the Vernon City Council has found that there is a public purpose in providing improvements in surrounding communities, including but not limited to the following: Improvements to the quality of life within surrounding communities will directly improve the ability of employers located within Vernon to retain their employees; Improvements to park facilities at the Armory will improve the quality of life for nearby residents and will also directly improve the ability of community groups to offer quality youth intervention services at parks; • Improved youth intervention programs in surrounding communities will directly reduce the crime rate within surrounding communities and within Vernon; WHEREAS, Legacy is a Boyle Heights based, not -for -profit organization, in, good standing, and presently recognized as a exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and Section 23701d of the California Revenue and Taxation Code, and staffed and administered in a fashion which will allow it to accept and to administer the grant according to the purposes of this grant agreement; WHEREAS, Legacy is focused on youth alternatives to gangs and violence which provides Gardens and the surrounding neighborhoods; development, with the mission of offering youth some of its services to the youth living in Ramona WHEREAS, Legacy is committed to improving the quality of the youth intervention related services that it provides and, to that end, has committed to refurbishing the Armory; WHEREAS, Legacy has committed to design and plan for the refurbishment of the Armory; Page 1 of 14 WHEREAS, Legacy holds a 10 year lease on Hazard Park and Legacy has affirmed to Vernon that Legacy has the full legal authority to remodel the Armory; and WHEREAS, Legacy has affirmed that it will be able to complete the work contemplated by this Grant for a total cost of $150,000 or less. Vernon hereby awards this Grant to Legacy pursuant to the following terms and conditions, which conditions Legacy accepts: 1. Recitals are Correct. Legacy affirms that all of the above recitals are correct. 2. Deposit into Escrow and Use of Grant Funds. a) Establishing Escrow Account Legacy and Vernon shall promptly take all steps necessary to establish the Escrow Account ("Escrow Account') referenced in the Escrow Agreement which agreement is attached hereto and incorporated by reference as Exhibit A (the "Escrow Agreement'). Legacy shall pay. the $500 escrow fee referenced in the Escrow Agreement. b) Deposit to Escrow. Vernon will place $150,000.00 (the "Principal') into the Escrow Account. The Principal may be used solely to reimburse Legacy for costs it has reasonably and necessarily incurred (there shall be no advancement of funds). c) Interest on Principal. All interest earned on the Principal shall accrue to Legacy. d) Wthdrawal of Principal. Principal may not be withdrawn except by Prescribed Requisition with the approvals, and in the manner specified in the Escrow Agreement. 3. The "Project' Defined: a) Legacy can obtain reimbursement solely for actions listed in this section 3 (which actions shall be known as the "Project'). If the Principal and any accrued interest is insufficient to complete the Project, Legacy will timely complete the Project with its own funds or with funds that it is able to secure from source(s) other than the Principal and any accrued interest. b) The Project shall include only the following (the meaning of which terms are more fully described in Exhibit B to this Grant Agreement: i) Project research and coordination; ii) Utility infrastructure assessments iii) Phased, environmental site assessment; and iv) Building survey & schematic drawings. Page 2 of 14 4. Legacy's duties: a) Legacy as Project Manager. Legacy shall be the project manager of the Project and ensure that the Project is completed. In its role as project manager, Legacy may contract with third parties, including Pacifica Services, Inc., to complete the Project, and submit invoices for such services to Vernon for transfer of Principal from the Escrow Account. b) Reimbursement. Vernon shall approve requests by approving a completed Prescribed Requisition Form received from Legacy as follows (sample Prescribed Requisition Form appears as Exhibit 1 to the Escrow Agreement): i) Legacy shall provide Vernon with a written request to sign a Prescribed Requisition from Legacy that the costs requested to be reimbursed were: (1) approved by Legacy; (2) duly incurred by Legacy; and (3) necessary and reasonable to further the Project. With the written request, Legacy shall provide a copy of third party invoices documenting the costs and reasonable proof of prior payment. ii) Vernon shall approve and sign the Prescribed Requisition if it is complete and if it is consistent with the scope of the Project. Approval, partial approval or denial shall be provided within 30 days of receipt, and any denial or partial approval shall provide a written specification of any deficiency. c) Cost Overruns. Legacy shall be solely responsible for Project cost overruns and for any actions it takes or costs that it incurs for actions that are not within the scope of the Project. Notwithstanding any other provision in this Grant to the contrary, under no circumstances will the total money that may be reimbursed to Legacy from the Escrow Account exceed the Principal and any accrued interest. 5. General Provisions a) Audit. Vernon shall have the right to conduct a financial and compliance audit of all parties receiving funds from the Escrow Account. Legacy shall maintain Project related records for at least 3 years and shall make such records promptly accessible to Vernon upon its request. b) Termination of Agreement. Unless terminated earlier, any duties Vernon may have to Legacy shall terminate upon the earlier to occur of: (1) three years from the date of the Grant; (2) the depletion of all Principal in the Escrow Account. c) Indemnity and Insurance. Neither party shall be required to indemnify the other except to the extent that liability is allocated pursuant to a court of law, arbitration or other dispute resolution process. Legacy shall determine its own needs in procurement of insurance to cover potential liabilities. Vernon will not defend or indemnify Legacy should Legacy be sued for any reason. Page 3 of 14 d) In writing. All notices, bills, invoices, consents and other communications between the parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the following addresses: Legacy: Legacy LA Youth Development Corporation Attention: Lou Calanche, Executive Director 1350 N. San Pablo St. Los Angeles, CA 90033 Vernon: City of Vernon Attention: Alex Kung, Assistant to the City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Mailed notices shall be deemed communicated as of the day of receipt e) No Joint Venture or other Relationship. Legacy has determined to undertake the Project at its sole cost and risk, and to assume all liability for any and all costs above the amount of the Grant. This Grant Agreement does not create a partnership, or a joint venture, or any business relationship between Legacy and Vernon, and it does not create an obligation for Vernon to refund or reimburse any costs incurred by Legacy beyond the Grant Agreement. Legacy understands and agrees that it is a Grantee of Vernon and not an employee, consultant or independent contractor of Vernon, and that Legacy is not providing services for or on behalf of Vernon. f) Entire Agreement. This Grant Agreement represents the entire integrated agreement between Legacy and Vernon, and supersedes all prior negotiations, representations or agreements, either written or oral. g) Amendment to Grant Agreement. No portion of this Grant Agreement may be amended except by a written instrument signed by both Legacy and Vernon. h) California Law. The rights, obligations, duties and liabilities of the parties to this grant and the interpretation of this Grant Agreement shall be governed by California law, without regard to California's laws regarding choice of applicable law. i) Venue. For all court proceedings relating to this grant, venue shall be proper in Los Angeles County. j) Voluntary Agreement. The Parties hereto, and each of them, represent and declare that they have. carefully read this Grant Agreement and know the contents thereof, and that each has signed this GRANT freely and voluntarily. k) Counterparts. This Grant Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. Page 4 of 14 IN WITNESS WHEREOF, the Parties have signed this. Grant Agreement as of the dale stated in the introductory clause. City of Vernon, a California charter city and California municipal corporation By: William Davis, Mayor ATTEST: Dana Reed, Interim City Clerk APPROVED AS TO FORM: Scott Porter Deputy City Attorney Legacy LA Youth Development Corporation, a California corporation By: Lou lance e, Executive Director Page 5 of 14 IN WITNESS WHEREOF, the Parties have signed this Grant Agreement as of the date stated in the introductory clause. City of Vernon, a California charter city and Legacy LA Youth Development California municipal corporation Corporation, a California corporation t% I ti By: William Davis, Mayor Lou Calanche, Executive Director APPROVED AS TO FORM: Scott Porter Deputy City Attorney Page 5 of 14 EXHIBIT A TO GRANT AGREEMENT BETWEEN VERNON AND LEGACY ESCROW AGREEMENT This Escrow Agreement is made and entered into as of January 22, 2013, by and among City of Vernon ("Vernon") and Legacy LA Youth Development Corporation ("Legacy") (collectively "Parties"), and East West Bank (the "Escrow Agent"). RECITALS A. Pursuant to the terms of the Grant dated January 22, 2013, (the "Grant"), by and between Vernon and Legacy, Vernon agreed to provide certain financial assistance to Legacy for the project described therein. B. Pursuant to the Grant, the Parties have agreed that an amount not to exceed $150,000.00 be delivered by Vernon to the Escrow Agent to beheld by the Escrow Agent for the purposes set forth herein. The Parties and the Escrow Agent agree as follows: ARTICLE I DELIVERY OF ESCROW FUND 1.1 Deposit of Escrow Fund. Vernon hereby deposits One Hundred Fifty Thousand Dollars ($150,000.00) with the Escrow Agent (the "Deposit"). The Deposit plus any interest earned in accordance with the term of this grant shall be deemed to be the "Escrow Fund." The Escrow Agent hereby acknowledges receipt of the Deposit. 1.2 Direction to Escrow Agent. The Parties direct the Escrow Agent to hold the Escrow Fund in accordance with the terms and conditions of this Agreement. 1.3 Escrow Agent's Acknowledgement. The Escrow Agent acknowledges its acceptance of the authorization conferred in this Agreement and agrees to carry out and perform its duties contained in this Agreement pursuant to its terms. ARTICLE II THE ESCROW AGENT 2.1 Binding Obligations. Except for this Agreement, the Escrow Agent is not a party to, nor is it bound by nor need it give any consideration to, the terms or provisions of any agreement between the Parties. The only duties and responsibilities of the Escrow Agent under this Agreement shall be to hold the Escrow Fund as Escrow Agent according to the terms and provisions of this Agreement and to dispose of and deliver the Escrow Fund as provided in this Agreement. Page 6 of 1,4 2.2 Acts of Escrow Agent. The Escrow Agent may in good faith act or refrain from acting with respect to any matter referred to in this Agreement in full reliance upon, by and with the advice of counsel selected by the Escrow Agent and shall be fully protected in so acting or in refraining from so acting upon the advice of its counsel. The Escrow Agent may rely upon any documents that may be submitted to it in connection with its duties under this Agreement that it reasonably believes to be genuine and to have been signed or presented by the proper party or parties. 2.3 Disputes. (a) In the event a dispute arises out of the assertion of conflicting demands by the Parties being made upon the Escrow Fund or by any third party, the Escrow Agent shall have, in addition to all other remedies which it may have at law or in equity, the right to refuse to comply with any such demand without liability for such refusal, until the matter in dispute has been settled by agreement of the Parties or resolved and the Escrow Agent has been furnished evidence thereof satisfactory to it, in its sole discretion. In the event a dispute among the Parties hereto cannot be resolved by agreement among them, the Escrow Agent may, in its discretion, institute a proceeding or an Interpleader action with respect to the dispute. (b) Should a contract dispute arise between the Parties, and the Escrow. Agent is sued or threatened with suit to compel disbursement to any complainant, any costs or expenses, including attorneys' fees, resulting to the Escrow Agent shall be borne by the Parties, as the case may be. 2.4 Legal Procedures. The Escrow Agent shall not be required to institute legal proceedings of any kind. In the event proceedings are instituted among the Parties that (a) require the performance of additional duties by the Escrow Agent, (b) require court or other appearances by or on behalf of the Escrow Agent, or (c) require the Escrow Agent to incur expenses or make disbursements in the resolution of contested claims against the Escrow Fund, then the Escrow Agent shall be entitled to reimbursement for any reasonable expenses or disbursements, and the reimbursement shall include, but not be limited to, the reasonable cost of legal services if the Escrow Agent deems it necessary to retain legal counsel. Following the final resolution of the matter in dispute, the Party who did. not prevail in the final resolution of the dispute shall reimburse the Escrow Agent for the expenses and disbursements described in this Section 2.4, or those incurred by the Escrow Agent in connection with any Interpleader action described in Section 2.3 hereof, or those fees, expenses, or liabilities for which the Escrow Agent is entitled to indemnification under Section 2.6 hereof which arise solely as a result of the dispute. In the event the Escrow Agent does not receive the reimbursement required by this Section 2.4 within 20 days of its demand for reimbursement, the prevailing party shall reimburse the Escrow Agent for its expenses and disbursements; thereafter, the prevailing party may seek reimbursement for its payment from the Party who did not prevail. 2.5 Compensation. The Parties and the Escrow Agent agree that Legacy shall pay $500.00 as its sole compensation and that such payment is to be made at the time that this Escrow Agreement is signed. Additionally, the Parties agree to reimburse the Escrow Agent on demand as otherwise specifically provided in this Agreement. Page 7 of 14 2.6 Duties of the Escrow Agent. (a) The Escrow Agent shall not be under any duty to give the Escrow Fund any greater degree of care than it gives its own similar property and shall not invest any of the Escrow Fund except as directed in this Agreement. (b) The Escrow Agent shall not be liable to the Parties, except for its own gross negligence or willful misconduct. Except with respect to claims based upon gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the Parties shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any and all losses, liabilities, claims, actions, damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of or in connection with this Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or the investment of any cash held by it under this Agreement in good faith, in accordance with the terms of this Agreement, including without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Fund or any loss of interest incident to any delay. (c) The Escrow Agent shall rely upon the prescribed requisition, attached as Exhibit C to the Grant Agreement, purporting to be signed on behalf of Vernon and Legacy ("the Prescribed Requisition") without being required to determine the authenticity or the correctness of any facts stated therein, or the propriety of validity of that service. The Escrow Agent may act in reliance upon the Prescribed Requisition to be genuine and may assume that the person purporting to give receipt or advice, or make any statement or execute any document in connection with the provisions of this Agreement, has been fully authorized to do so. (d) The Escrow Agent does not have any interest in the Escrow Fund, but it is serving as Escrow Agent only and having only possession thereof. Without limiting the foregoing, the Escrow Agent shall have no right of set-off against the Escrow Fund. (e) The Escrow Agent shall be under no duty to institute or defend any proceedings, and none of the costs and expenses of any proceedings shall be borne by the Escrow Agent. ARTICLE III DISTRIBUTION OF THE ESCROW FUND 3.1 The Escrow Agent will distribute funds from the Escrow Fund: (a) in the amount and to the party mutually agreed upon in writing by both of the Parties as prescribed by the Prescribed Requisition. Documentation must accompany each requisition to substantiate amounts being requested provided that Vernon and Legacy shall verify the amount to the documentation prior to signing the Prescribed Requisition and Escrow Agent may rely on the Prescribed Requisition alone; or Page 8 of 14 (b) pursuant to an order of any court having jurisdiction. ARTICLE IV INVESTMENT MATTERSANTEREST EARNED Escrow Agent shall deposit and hold the Escrow funds in a federally insured interest bearing account ("Escrow Account'). Escrow Agent shall not invest the cash in the Escrow Account in any other manner without the express written instruction of the Parties. Interest earned on the Escrow Deposit shall belong to Vernon and be payable to Vernon on or after December 31, 2013, and shall not require further instruction of the Parties. ARTICLE V OWNERSHIP FOR TAX PURPOSES The Parties agree that, purposes of federal and other taxes based on income, Vernon will be treated as the owner of the Escrow Fund, and will report all income, if any, that is earned on or derived from, the Escrow Fund as its income, in the taxable years in which that income is properly included and will pay any taxes attributable thereto. ARTICLE VI MISCELLANEOUS 6.1 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be delivered in person or sent by certified mail, email, facsimile, postage prepaid, or by private express mail, and properly addressed, as follows: If to Vernon: City of Vernon Attention: Alex Kung Assistant to City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Facsimile No.: (323) 826-1422 akung@ci.vemon.ca.us If to Legacy LA: Attention: Lou Calanche, Executive Director 1350 N. San Pablo St. Los Angeles, CA 90033 Facsimile No.: (323) 222-0564 lou@legacyla.org If to Escrow Agent: Cindy Tan Corporate Banking Group Page 9 of 14 135 North Los Robles Avenue, 6ch Floor Pasadena, CA 91101 Facsimile No.: (626) 817-8891 cindy.tan@eastwestbank.com Any party may change its address for the purpose of this Section 6.1, by giving the other parties written notice of the new address in the manner set forth above. All communications shall be deemed effective when received by the addressee. 6.2 Modifications. This Agreement may not be modified or amended unless consented to in writing by the Parties. 6.3 Gover nine Law. This Agreement shall be construed, interpreted, and enforced in accordance with, and governed by the laws of the State of California, without reference to its conflict of law provisions. 6.4 Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed to be an original, all of which together shall constitute but one and the same instrument. 6.5 Headings. The headings in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 6.6 Parties Bound. This Agreement shall be binding upon and insure to the benefit of the successors and assigns of the parties hereto. 6.7 Resignation and Termination. The Escrow Agent may resign by delivering written notice at least 30 days prior to the effective date of its resignation to the Parties. The Parties, acting jointly, may terminate the Escrow Agent by delivering written notice to the Escrow Agent executed by the Parties at least 30 days prior to the effective date of the termination (unless the termination is as a result of the Escrow Agent's breach of its obligations hereunder, in which case the effective date of the termination shall be any date specified in the notice by the Parties). In the event of a resignation by or termination of the Escrow Agent, a successor escrow agent shall be appointed by mutual agreement between the Parties and the Escrow Agent which has been so terminated or has so resigned shall promptly deliver to the successor escrow agent the entire Escrow Fund (together with copies of all records pertaining thereto) upon presentation of evidence reasonable satisfactory to it of the appointment and authorization of the successor escrow agent by the Parties. From and after the appointment of a successor escrow agent pursuant to this Section 6.7, all references herein to the Escrow Agent shall be deemed to be to the successor Escrow Agent. If the Escrow Agent resigns, the new Escrow Agent shall not. be required to be paid any additional Escrow Fee or similar such fee as a result. 6.8 Entire Agreement; Modifications; Waiver. This Agreement constitutes the exclusive and complete understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements, understandings, and discussions. Page 10 of 14 6.9 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, the provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of the illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. IN WITNESS WHEREOF, the Parties have signed this Grant as of the date stated in the introductory clause. CITY OF VERNON By: Its: LEGACY LA EAST WEST BANK, ESCROW AGENT By: Its: Page 11 of 14 Date i'Zg-Zol 3 Date Date 6.9 Sever ability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, the provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of the illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. IN WITNESS WHEREOF, the Parties have signed this Grant as of the date stated in the introductory clause. CITY OF VERNON © ).- — 017 C � Date By: Its: Mayor LEGACY LA Date By: Its: EAST WEST BANK, ESCROW AGENT By: Its: I T• ai 8j IYMRe—ed,- InGrimACity Clerk APPROVED AS TO FORM: Scott Deputy City Attorney Page 11 of 14 Date EXHIBIT 1 TO ESCROW AGREEMENT SAMPLE PRESCRIBED REQUISITION FORM Page 12 of 14 Project Expenditure Requisition Date: To: Lou Calanche, Director Executive Director From: Bill Fox, Finance Director / City Treasurer Subject: Request for Disbursement of Funds As per Section 3.1(a) of the Escrow Agreement, please disburse $#,###.## out of the Vemon/Legacy LA escrow, account ####### as per these instructions: Payee: Vendor name Vendor address Purpose: state the purpose for this expense. Amount: $#,###.## Wire Instructions: Vendor's wire instructions If you have any questions, please call me at (323) 826-3657 or at wfox@ci.vemon.ca.us. CITY OF HUNTINGTON PARK CITY OF VERNON M Requisition No. # LEGACY L.A.-HAZARD PARK ARMORY RENOVATION Exhibit. B Scope of Professional Services --:Due Diligence & Planning As part ofthe initial Due Diligence and Planning Phase, Pacifica Services, Inc. (Pacifica) Is prepared to provide Program Management services to satisfy future Youth Development Center renovation goals. Pacifica has reviewed various documents provided by Legacy L.A. Including the City of Los Angeles correspondence and proposed Programming Proposal. In conjunction with Ms. Lou Calenche, Pacifica has:met with adjacent USC property's Real Estate and Asset Management as well as Community Outreach representatives to discuss future street Improvements along San Pablo and Norfolk Sheets. With extensive knowledge and project experience In similar redevelopment projects, PacKca's experienced, professionals are prepared to provide Legacy L.A. with Program Management services to satisfy future site Improvements. As such, the following Scope of Professional Services for the Due Diligence A Planning Phase Is outlined below for your review and consideration: 1. Project Research & Coordination • Pacificawillreference all available city approval documents, reports, and maps/plans, including title report, zoning requirements, MOU, and condition of existing utility Infrastructure to incorporate proposed improvements for overall site. , • In conjunctioawilh USC street Improvement plans; Pacifica understands Legacy L.A.'s ultimate goal to plan improvements, In an effort to maximize street and Infrastructure exposure. 'Pao ice will work collectively with USC's consultants to plan future Improvements -accordingly. • Pacifica will review the tide report for existing; assessments or restrictive covenants placed on the site and recorded easements which may affect future infrastructure design considerations. • Paciftea will attend client and city department meetings, as required, and process all approprlato plan and document submittals In accordance with building permit requirements. 2. Utility Infrastructure Assessments • Pacifica will contact appropriate agencies and utility companies for any necessary as -built plans and record date to Include, but not limited to: o Public right of -way o Electrical o sewer o Water (SAR) to with LADWP L90ACY LA -HAZARD PARK ARMORY RHNOVATION 8. Phase 1 Environmental Site Assessment • An ASTM E 1627-05 Phase I Environmental She Assessment (ESA), Including review of prior investigation reports and regulatory actions taken at the site, shall be conducted by Pacifica as part of the overall environmental review of the proposed project. • The Phase I ESA will consist of a review of aka -specific documents and historical maps to determine past uses of the site, a site visit to visually Inspect the property for signs of potential environmental contamination, and Investigation of state and federal erwironmental regulatory databases to identity recognized hazardous materials usage or spills. • If the Phase I ESA concludes that there Is no substantial potential for soil contamination or other constraints, no further action would be required. However, should recognized environmental conditions and potential for contamination be discovered during the Phase I, a Phase 11 Mite Investigation will be recommended (not a part of scope) to identify the nature and extent of contaminants that may Impact the proposed project. • If the Phase 1 ESA determines that the proposed project Involves disturbance of soil (grading, landscape, eto.) in a contaminated area, Peol ica will ensure that subsequent design development plans Incorporate proper removal and disposal of soil In compliance with applicable regulations, including those required by the DTSC, RWOCB, and DHS. 4. Building Survey 3 Schematics Drawings • Pacifica will coordinate building survey and preparation of schematic drawings with a pre. selected gbntapproved architeolural firm to incorporate overall site plan. Infrastructure/udlly plan, and development of a feasible construction phasing plan. • Padfisa will ensure that project phasing incorporate planned USC street improvements and funding allocation. • In concert with developer and architect, Consultant will refine conceptual solutions to civil engineering issues to the point of Agreement with respect as to how civil englneerbig problems will be solved. • Pacifica will provide and coordinate sufficlertt calculations, exhibits, and/or detail to clearly define any engineering or regulatory constraints. • Pacifica will ensure that a preliminary she plan Is based on fully dimensioned eke layout provided by the archtteot. • Purpose of this service will be to confirm building setbacks, parking dimensions and that the proposed site layout VW the eke and Legacy LA.'s proposed requirements. • The schematic drawings and supporting details will be used as a base for the grading plans and utility plans. • In conjunction with Legacy LA., Padflce will ensure that proposed phasing plan is consistent with client's prioritized future upgrades as wall as the most cost effective progression of the overall redevelopment of the Youth Development Center. Page 14 of 14 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 February 19, 2013 Legacy LA Youth Development Corporation Attn: Lou Calanche, Executive Director 1350 N. San Pablo Street Los Angeles, CA 90033 Re: Grant Agreement Between the City of Vernon and Legacy LA Youth Development Corporation Dear Mr. Calanche: Transmitted herewith is a copy of the fully executed original grant agreement approved by City Council on January 22, 2013. If you have any questions regarding this matter, please contact Mark Whitworth at (323) 583- 8811 ext. 398. Very truly yours, Deborah R. Juare Records Management Assistant Enclosure c: William Fox Alex Kung Mark Whitworth Resolution No. 2013-17 Agreement No. 13-008 Ex,clusively Industrial GRANT AGREEMENT BETWEEN THE CITY OF VERNON AND LEGACY LA YOUTH DEVELOPMENT CORPORATION THIS GRANT is hereby awarded effective January 22. 2013 from the City of Vernon, a California charter City and California municipal corporation ("Vernon"), located at 4305 Santa Fe Avenue, Vernon, California 90058, to Legacy LA Youth Development Corporation ("Legacy"), a 501(c)(3), not -for -profit, California corporation, located at 1350 N. San Pablo St., Los Angeles, CA 90033. RECITALS WHEREAS, on January 22, 2013, the City Council of the City of Vernon adopted Resolution No. 2013-17, affirming the City's commitment to financially assist in the renovation of the Armory Youth Development Center at the Armory Building at Hazard Park (the "Armory"), located at 1350 N. San Pablo St., Los Angeles, CA 90033; WHEREAS, Vernon is a primarily industrial City that has nearly all of its workforce living outside Vernon; WHEREAS, the Vernon City Council has found that there is a public purpose in providing improvements in surrounding communities, including but not limited to the following: Improvements to the quality of life within surrounding communities will directly improve the ability of employers located within Vernon to retain their employees; Improvements to park facilities at the Armory will improve the quality of life for nearby residents and will also directly improve the ability of community groups to offer quality youth intervention services at parks; • Improved youth intervention programs in surrounding communities will directly reduce the crime rate within surrounding communities and within Vernon; WHEREAS, Legacy is a Boyle Heights based, not -for -profit organization, in good standing, and presently recognized as a exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and Section 23701d of the California Revenue and Taxation Code, and staffed and administered in a fashion which will allow it to accept and to administer the grant according to the purposes of this grant agreement; . WHEREAS, Legacy is focused on youth alternatives to gangs and violence which provides Gardens and the surrounding neighborhoods; development, with the mission of offering youth some of its services to the youth living in Ramona WHEREAS, Legacy is committed to improving the quality of the youth intervention related services that it provides and, to that end, has committed to refurbishing the Armory; WHEREAS, Legacy has committed to design and plan for the refurbishment of the Armory; Page 1 of 14 WHEREAS, Legacy holds a 10 year lease on Hazard Park and Legacy has affirmed to Vernon that Legacy has the full legal authority to remodel the Armory; and WHEREAS, Legacy has affirmed that it will be able to complete the work contemplated by this Grant for a total cost of $150,000 or less. Vernon hereby awards this Grant to Legacy pursuant to the following terms and conditions, which conditions Legacy accepts: 1. Recitals are Correct. Legacy affirms that all of the above recitals are correct. 2. Deposit into Escrow and Use of Grant Funds. a) Establishing Escrow Account. Legacy and Vernon shall promptly take all steps necessary to establish the Escrow Account ("Escrow Account') referenced in the Escrow Agreement which agreement is attached hereto and incorporated by reference as Exhibit A (the "Escrow Agreement"). Legacy shall pay. the $500 escrow fee referenced in the Escrow Agreement. b) Deposit to Escrow. Vernon will place $150,000.00 (the "Principal") into the Escrow Account. The Principal may be used solely to reimburse Legacy for costs it has reasonably and necessarily incurred (there shall be no advancement of funds). c) Interest on Principal. All interest earned on the Principal shall accrue to Legacy. d) VNthdrawal of Principal. Principal may not be withdrawn except by Prescribed Requisition with the approvals, and in the manner specified in the Escrow Agreement. 3. The "Project" Defined: a) Legacy can obtain reimbursement solely for actions listed in this section 3 (which actions shall be known as the "Project"). If the Principal and any accrued interest is insufficient to complete the Project, Legacy will timely complete the Project with its own funds or with funds that it is able to secure from source(s) other than the Principal and any accrued interest. b) The Project shall include only the following (the meaning of which terms are more fully described in Exhibit B to this Grant Agreement: i) Project research and coordination; ii) Utility infrastructure assessments iii) Phase 1, environmental site assessment; and iv) Building survey &schematic drawings. Page 2 of 14 4. Legacy's duties: a) Legacy as Project Manager. Legacy shall be the project manager of the Project and ensure that the Project is completed. In its role as project manager, Legacy may contract with third parties, including Pacifica Services, Inc., to complete the Project, and submit invoices for such services to Vernon for transfer of Principal from the Escrow Account. b) Reimbursement. Vernon shall approve requests by approving a completed Prescribed Requisition Form received from Legacy as follows (sample Prescribed Requisition Form appears as Exhibit 1 to the Escrow Agreement): i) Legacy shall provide Vernon with a written request to sign a Prescribed Requisition from Legacy that the costs requested to be reimbursed were: (1) approved by Legacy; (2) duly incurred by Legacy; and (3) necessary and reasonable to further the Project. With the written request, Legacy shall provide a copy of third party invoices documenting the costs and reasonable proof of prior payment. ii) Vernon shall approve and sign the Prescribed Requisition if it is complete and if it is consistent with the scope of the Project. Approval, partial approval or denial shall be provided within 30 days of receipt, and any denial or partial approval shall provide a written specification of any deficiency. c) Cost Overruns. Legacy shall be solely responsible for Project cost overruns and for any actions it takes or costs that it incurs for actions that are not within the scope of the Project. Notwithstanding any other provision in this Grant to the contrary, under no circumstances will the total money that may be reimbursed to Legacy from the Escrow Account exceed the Principal and any accrued interest. 5. General Provisions a) Audit. Vernon shall have the right to conduct a financial and compliance audit of all parties receiving funds from the Escrow Account. Legacy shall maintain Project related records for at least 3 years and shall make such records promptly accessible to Vernon upon its request. b) Termination of Agreement. Unless terminated earlier, any duties Vernon may have to Legacy shall terminate upon the earlier to occur of: (1) three years from the date of the Grant; (2) the depletion of all Principal in the Escrow Account. c) Indemnity and Insurance. Neither party shall be required to indemnify the other except to the extent that liability is allocated pursuant to a court of law, arbitration or other dispute resolution process. Legacy shall determine its own needs in procurement of insurance to cover potential liabilities. Vernon will not defend or indemnify Legacy should Legacy be sued for any reason. Page 3 of 14 d) In writing. All notices, bills, invoices, consents and other communications between the parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the following addresses: Legacy: Legacy LA Youth Development Corporation Attention: Lou Calanche, Executive Director 1350 N. San Pablo St. Los Angeles, CA 90033 Vernon: City of Vernon Attention: Alex Kung, Assistant to the City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Mailed notices shall be deemed communicated as of the day of receipt e) No Joint Venture or other Relationship. Legacy has determined to undertake the Project at its sole cost and risk, and to assume all liability for any and all costs above the amount of the Grant. This Grant Agreement does not create a partnership, or a joint venture, or any business relationship between Legacy and Vernon, and it does not create an obligation for Vernon to refund or reimburse any costs incurred by Legacy beyond the Grant Agreement. Legacy understands and agrees that it is a Grantee of Vernon and not an employee, consultant or independent contractor of Vernon, and that Legacy is not providing services for or on behalf of Vernon. f) Entire Agreement. This Grant Agreement represents the entire integrated agreement between Legacy and Vernon, and supersedes all prior negotiations, representations or agreements, either written or oral. g) Amendment to Grant Agreement. No portion of this Grant Agreement may be amended except by a written instrument signed by both Legacy and Vernon. h) California Law. The rights, obligations, duties and liabilities of the parties to this grant and the interpretation of this Grant Agreement shall be governed by California law, without regard to California's laws regarding choice of applicable law. i) Venue. For all court proceedings relating to this grant, venue shall be proper in Los Angeles County. j) Voluntary Agreement. The Parties hereto, and each of them, represent and declare that they have carefully read this Grant Agreement and know the contents thereof, and, that each has signed this GRANT freely and voluntarily. k) Counterparts. This Grant Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. Page 4 of 14 IN WITNESS WHEREOF, the Parties have signed this Grant Agreement as of the date stated in the introductory clause. City of Vernon, a California charter city and Legacy LA Youth Development California municipal corporation Corporation, a California corporation By: By: d William Davis, Mayor Lou lanc e, Executive Director ATTEST: Dana Reed, Interim City Clerk r�>> r•19�7T. • • : u Scott Porter Deputy City Attorney Page 5 of 14 IN WITNESS WHEREOF, the Parties have signed this Grant Agreement as of the date stated in the introductory clause. City of Vernon, a California charter city and California municipal corporation R L� William Davis, Mayor T ST:f I W 00M a Reed, Interim City Clerk APPROVED AS TO FORM: Scott Porter Deputy City Attorney Legacy LA Youth Development Corporation, a California corporation By: Lou Calanche, Executive Director Page 5 of 14 EXHIBIT A TO GRANT AGREEMENT BETWEEN VERNON AND LEGACY ESCROW AGREEMENT This Escrow Agreement is made and entered into as of January 22, 2013, by and among City of Vernon ("Vernon") and Legacy LA Youth Development Corporation ("Legacy") (collectively "Parties"), and East West Bank (the "Escrow Agent"). RECITALS A. Pursuant to the terms of the Grant dated January 22, 2013, (the "Grant"), by and between Vernon and Legacy, Vernon agreed to provide certain financial assistance to Legacy for the project described therein. B. Pursuant to the Grant, the Parties have agreed that an amount not to exceed $150,000.00 be delivered by Vernon to the Escrow Agent to be held by the Escrow Agent for the purposes set forth herein. The Parties and the Escrow Agent agree as follows: ARTICLE I DELIVERY OF ESCROW FUND 1.1 Deposit of Escrow Fund. Vernon hereby deposits One Hundred Fifty Thousand Dollars ($150,000.00) with the Escrow Agent (the "Deposit"). The Deposit plus any interest earned in accordance with the term of this grant shall be deemed to be the "Escrow Fund." The Escrow Agent hereby acknowledges receipt of the Deposit. 1.2 Direction to Escrow Agent. The Parties direct the Escrow Agent to hold the Escrow Fund in accordance with the terms and conditions of this Agreement. 1.3 Eser ow Agent's Acknowledgement. The Escrow Agent acknowledges its acceptance of the authorization conferred in this Agreement and agrees to carry out and perform its duties contained in this Agreement pursuant to its terms. ARTICLE II THE ESCROW AGENT 2.1 Binding Obligations. Except for this Agreement, the Escrow Agent is not a party to, nor is it bound by nor need it give any consideration to, the terms or provisions of any agreement between the Parties. The only duties and responsibilities of the Escrow Agent under this Agreement shall be to hold the Escrow Fund as Escrow Agent according to the terms and provisions of this Agreement and to dispose of and deliver the Escrow Fund as provided in this Agreement. Page 6 of 14 2.2 Acts of Escr ow Agent. The Escrow Agent may in good faith act or refrain from acting with respect to any matter referred to in this Agreement in full reliance upon, by and with the advice of counsel selected by the Escrow Agent and shall be fully protected in so acting or in refraining from so acting upon the advice of its counsel. The Escrow Agent may rely upon any documents that may be submitted to it in connection with its duties under this Agreement that it reasonably believes to be genuine and to have been signed or presented by the proper party or parties. 2.3 Disputes. (a) In the event a dispute arises out of the assertion of conflicting demands by the Parties being made upon the Escrow Fund or by any third party, the Escrow Agent shall have, in addition to all other remedies which it may have at law or in equity, the right to refuse to comply with any such demand without liability for such refusal, until the matter in dispute has been settled by agreement of the Parties or resolved and the Escrow Agent has been furnished evidence thereof satisfactory to it, in its sole discretion. In the event a dispute among the Parties hereto cannot be resolved by agreement among them, the Escrow Agent may, in its discretion, institute a proceeding or an Interpleader action with respect to the dispute. (b) Should a contract dispute arise between the Parties, and the Escrow Agent is sued or threatened with suit to compel disbursement to any complainant, any costs or expenses, including attorneys' fees, resulting to the Escrow Agent shall be borne by the Parties, as the case may be. 2.4 Legal Procedures. The Escrow Agent shall not be required to institute legal proceedings of any kind. In the event proceedings are instituted among the Parties that (a) require the performance of additional duties by the Escrow Agent, (b) require court or other appearances by or on behalf of the Escrow Agent, or (c) require the Escrow Agent to incur expenses or make disbursements in the resolution of contested claims against the Escrow Fund, then the Escrow Agent shall be entitled to reimbursement for any reasonable expenses or disbursements, and the reimbursement shall include, but not be limited to, the reasonable cost of legal services if the Escrow Agent deems it necessary to retain legal counsel. Following the final resolution of the matter in dispute, the Party who did not prevail in the final resolution of the dispute shall reimburse the Escrow Agent for the expenses and disbursements described in this Section 2.4, or those incurred by the Escrow Agent in connection with any Interpleader action described in Section 2.3 hereof, or those fees, expenses, or liabilities for which the Escrow Agent is entitled to indemnification under Section 2.6 hereof which arise solely as a result of the dispute. In the event the Escrow Agent does not receive the reimbursement required by this Section 2.4 within 20 days of its demand for reimbursement, the prevailing party shall reimburse the Escrow Agent for its expenses and disbursements; thereafter, the prevailing party may seek reimbursement for its payment from the Party who did not prevail. 2.5 Compensation. The Parties and the Escrow Agent agree that Legacy shall pay $500.00 as its sole compensation and that such payment is to be made at the time that this Escrow Agreement is signed. Additionally, the Parties agree to reimburse the Escrow Agent on demand as otherwise specifically provided in this Agreement. Page 7 of 14 2.6 Duties of the Escrow Agent. (a) The Escrow Agent shall not be under any duty to give the Escrow Fund any greater degree of care than it gives its own similar property and shall not invest any of the Escrow Fund except as directed in this Agreement. (b) The Escrow Agent shall not be liable to the Parties, except for its own gross negligence or willful misconduct. Except with respect to claims based upon gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the Parties shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any and all losses, liabilities, claims, actions, damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of or in connection with this Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or the investment of any cash held by it under this Agreement in good faith, in accordance with the terms of this Agreement, including without limitation, any liability for any delays (not resulting from its gross negligence or willful, misconduct) in the investment or reinvestment of the Escrow Fund or any loss of interest incident to any delay. (c) The Escrow Agent shall rely upon the prescribed requisition, attached as Exhibit C to the Grant Agreement, purporting to be signed on behalf of Vernon and Legacy ("the Prescribed Requisition") without being required to determine the authenticity or the correctness of any facts stated therein, or the propriety of validity of that service. The Escrow Agent may act in reliance upon the Prescribed Requisition to be genuine and may assume that the person purporting to give receipt or advice, or make any statement or execute any document in connection with the provisions of this Agreement, has been fully authorized to do so. (d) The Escrow Agent does not have any interest in the Escrow Fund, but it is serving as Escrow Agent only and having only possession thereof. Without limiting the foregoing, the Escrow Agent shall have no right of set-off against the Escrow Fund. (e) The Escrow Agent shall be under no duty to institute or defend any proceedings, and none of the costs and expenses of any proceedings shall be borne by the Escrow Agent. ARTICLE III DISTRIBUTION OF THE ESCROW FUND 3.1 The Escrow Agent will distribute funds from the Escrow Fund: (a) in the amount and to the party mutually agreed upon in writing by both of the Parties as prescribed by the Prescribed Requisition. Documentation must accompany each requisition to substantiate amounts being requested provided that Vernon and Legacy shall verify the amount to the documentation prior to signing the Prescribed Requisition and Escrow Agent may rely on the Prescribed Requisition alone; or Page 8 of 14 (b) pursuant to an order of any court having jurisdiction. ARTICLE IV INVESTMENT MATTERS/INTEREST EARNED Escrow Agent shall deposit and hold the Escrow funds in a federally insured interest bearing account ("Escrow Account'). Escrow Agent shall not invest the cash in the Escrow Account in any other manner without the express written instruction of the Parties. Interest earned on the Escrow Deposit shall belong to Vernon and be payable to Vernon on or after December 31, 2013, and shall not require further instruction of the Parties. ARTICLE V OWNERSHIP FOR TAX PURPOSES The Parties agree that, purposes of federal and other taxes based on income, Vernon will be treated as the owner of the Escrow Fund, and will report all income, if any, that is earned on or derived from, the Escrow Fund as its income, in the taxable years in which that income is properly included and will pay any taxes attributable thereto. ARTICLE VI MISCELLANEOUS 6.1 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be delivered in person or sent by certified mail, email, facsimile, postage prepaid, or by private express mail, and properly addressed, as follows: If to Vernon: City of Vernon Attention: Alex Kung Assistant to City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Facsimile No.: (323) 826-1422 akung@ci.vernon.ca.us If to Legacy LA: Attention: Lou Calanche, Executive Director 1350 N. San Pablo St. Los Angeles, CA 90033 Facsimile No.: (323) 222-0564 lou@legacyla.org If to Escrow Agent: Cindy Tan Corporate Banking Group Page 9 of 14 135 North Los Robles Avenue, 61h Floor Pasadena, CA 91101 Facsimile No.: (626) 817-8891 eindy.tan@eastwestbank.com Any party may change its address for the purpose of this Section 6.1, by giving the other parties written notice of the new address in the manner set forth above. All communications shall be deemed effective when received by the addressee. 6.2 Modifications. This Agreement may not be modified or amended unless consented to in writing by the Parties. 6.3 Governing Law. This Agreement shall be construed, interpreted, and enforced in accordance with, and governed by the laws of the State of California, without reference to its conflict of law provisions. 6.4 Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed to be an original, all of which together shall constitute but one and the same instrument. 6.5 Headings. The headings in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 6.6 Parties Bound. This Agreement shall be binding upon and insure to the benefit of the successors and assigns of the parties hereto. 6.7 Resignation and Termination. The Escrow Agent may resign by delivering written notice at least 30 days prior to the effective date of its resignation to the Parties. The Parties, acting jointly, may terminate the Escrow Agent by delivering written notice to the Escrow Agent executed by the Parties at least 30 days prior to the effective date of the termination (unless the termination is as a result of the Escrow Agent's breach of its obligations hereunder, in which case the effective date of the termination shall be any date specified in the notice by the Parties). In the event of a resignation by or termination of the Escrow Agent, a successor escrow agent shall be appointed by mutual agreement between the Parties and the Escrow Agent which has been so terminated or has so resigned shall promptly deliver to the successor escrow agent the entire Escrow Fund (together with copies of all records pertaining thereto) upon presentation of evidence reasonable satisfactory to it of the appointment and authorization of the successor escrow agent by the Parties. From and after the appointment of a successor escrow agent pursuant to this Section 6.7, all references herein to the Escrow Agent shall be deemed to be to the successor Escrow Agent. If the Escrow Agent resigns, the new Escrow Agent shall not be required to be paid any additional Escrow Fee or similar such fee as a result. 6.8 Entire Agreement: Modifications, Waiver. This Agreement constitutes the exclusive and complete understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements, understandings, and discussions. Page 10 of 14 6.9 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, the provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of the illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. IN WITNESS WHEREOF, the Parties have signed this Grant as of the date stated in the introductory clause. CITY OF VERNON By: Its: LEGACY LA �'I111ta �' � ' 7M, SIM ►li.�i�J�1�� EAST WEST BANK, ESCROW AGENT By: Its: Page 11 of 14 Date Date Date 6.9 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, the provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of the illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal,invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. IN WITNESS WHEREOF, the Parties have signed this Grant as of the date stated in the introductory clause. CITY OF VERNON By: Its: LEGACY LA By: Its: EAS' By: Its: Page 11 of 14 Date I-Z8-Zo13 Date 2-14-2013 Date 6.9 Sever ability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, the provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of the illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. IN WITNESS WHEREOF, the Parties have signed this Grant as of the date stated in the introductory clause. CITY OF VERNON OD�--O'7.—apt3 Date C By: d \ Its: Mayor ) I M 01CM461/ M By: Its: EAST WEST BANK, ESCROW AGENT By: Its: AT I ST• a &P Reed, Interim ity Clerk APPROVED AS TO FORM: ��6. Scott Por ret , Deputy City Attorney Page 11 of 14 Date Date IW4 Iis30"11IF&TIy3GIAAm 9p1D1kj1D1,201 SAMPLE PRESCRIBED REQUISITION FORM Page 12 of 14 Project Expenditure Requisition Date: To: Lou Calanche, Director Executive Director From: Bill Fox, Finance Director / City Treasurer Subject: Request for Disbursement of Funds As per Section 3.1(a) of the Escrow Agreement, please disburse $#,###.## out of the Vernon/Legacy LA escrow, account ####### as per these instructions: Payee: Vendor name Vendor address Purpose: state the purpose for this expense. Amount: $#, ###. ## Wire Instructions: Vendor's wire instructions If you have any questions, please call me at (323) 826-3657 or at wfox@ci.vernon.ca.us. LEGACY LA 0 CITY OF VERNON Requisition No. # LEGACY L.A.- HAZARD PARK ARMORY ,RENOVATION Exhibit. 13 Scope of Professional Services —:Due Diligence & Planning As part of the Initial DueDiligence and Planning' Phase, Pacifica Services, Inc. (Pacifica) Is prepared to provide Program Management services to satisfy future Youth Development Center renovation goals. Pacifica has reviewed various documents' provided by Legacy L.A. including the City of Los Angeles correspondence and proposed Programming Proposal. In conjunction with Ms. Lou Calanche; Pacifica has:met with adjacent USC property's Real Estate and Asset Management as well as Community Outreach representatives to discuss future street Improvements along San Pablo and With extensive knowledge and project experience In similar redevelopment projects, Pacifica's experienced professionals are prepared to provide Legacy L.A. with Program Management services to satisfy future site improvements: As such, the following Scope of Professional Services for the Due Diligence & Planning Phase is outlined below for your review and consideration: 1. Project Research & Coordination • Pacifica will reference all available city approval documents, reports, and maps/plans, Including title report, zoning requirements, MOU, and condition of existing utility Infrastructure to Incorporate proposed improvements for overall site. a in.conlunctlon with USC street Imorovement Diane; Pacifica understands Legacy L.A.'s • Pacifica will review the title report for existing assessments or restrictive covenants placed on the site and recorded easements which may affect future Infrastructure design considerations. • Pacifica will attend client and city department meetings, as required, and process all appropriate plan and document submittals in accordance with bullding permit requirements. 2. Utility Infrastructure Assessments - a Pacifica will: contact appropriate agencies and utility companies for any necessary as -built plans and record -data to include, but not limited to: o Public right-of-way o Electrical o Sewer o Water •. Pacifica will prepare and submit the necessary Service Availability Request (SAR) to LAOWP to Include application and supporting data. Pacifica Will coordinate with LADWP for water service determination based on future occupancy requirements. • Pacifica will prepare application and submit necessary data for Sewer Capacity Availability Request (SCAR). Pacifica will coordinate with L.A. Bureau of Sanitation to determine If sufficient sewer capacity is available to serve -the project and future occupancy requirements. 8 LEGACY LA -NAZARO PARR ARMORY RENOVATION S. Phase 1 Environmental Site Assessment • An ASTM E 1627-06 Phase I Environmental Site Assessment (ESA), Including review of prior Investigation reports and regulatory actions taken at the site, shall be conducted by Pacifica as part of the overall environmental review of the proposed project • The Phase I ESA will consist of a review of afte-specific documents and historical maps to determine pant uses of the site, a site visit to visually Inspect the property for signs of potential environmental contamination, and investigation of state and federal environmental regulatory databases to Identify recognized hazardous materials usage or spills. • If the Phase I ESA concludes that there is no substantial potential for soil contamination or other constraints, no further action would be required. However, should recognized ervironmental Condiions and potential for contamination be discovered during the Phase 1, a Phase 11 site hwastigation will be recommended (not a part of scope) to Iderdiry the nature and extent of contaminants that may Impact the proposed project. • If the Phase 1 ESA determines that the proposed project involves disturbance of soil (grading, landscape, eto.) In a contaminated area, Pacifica will ensure that subsequent design development plans Incorporate proper removal and disposal of soil In compliance with applicable regulations, including those required by the DTSC, RWQCB, and DHS. 4. Building Survey 6 Schematics Drawings • Pacifica will coordinate building survey and preparation of schematic drawings with a pro• selected client -approved architectural firm to incorporate overall site plan. Infrastructure/utility plan, and development of a feasible construction phasing plan. • Pacifica will ensure that project phasing Incorporate planned USC street improvements and funding allocation. • In concert with developer and architect, Consultant will refine conceptual solutions to civil engineering Issues to the point of Agreement with respect as to how civil engineering problems will be shred. • Pacifica will provide and coordinate sufficient calculations, exhibits, and/or detail to clearly define any engineering or regulatory constraints. • Pacifica will ensure that a preliminary site plan is based on fully dimensioned site layout provided by the architect • Purpose of this service will be to confirm building setbacks, parking dimensions and that the proposed site layout 41W the alto and Legacy t..A.'s proposed requirements. • The schematic drawings and supporting details will be used as a base for the grading plans and utility plans. • In conjunction with Legacy L.A., Pacifica will ensure that proposed phasing plan Is consistent with client's prioritized future upgrades as well as the most cost effective progression of the overall redevelopment of the Youth Development Center. 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