11-17-2015 - Approval of Meeting Minutes (receive & file) - Item No. SA1 (2).pdfCity of West Covina
MEMORANDUM
AGENDA
ITEM NO.: SA1
DATE: November 17, 2015
WEST'COMA
CITY OF WEST COVINA
SUCCESSOR AGENCY
TUESDAY, JUNE 02 2015, 7:00 PM
REGULAR MEETING
CITY HALL COUNCIL CHAMBERS
1444 W. GARVEY AVENUE SOUTH
WEST COVINA, CALIFORNIA 91790
MINUTES
CALL TO ORDER — Chairman Fredrick Sykes called the meeting to order at 11:28 p.m.
ROLL CALL
Present: Sykes, Toma, Spence, Warshaw, Wong
CHANGES TO THE AGENDA
No changes made.
CONSENT CALENDAR
SA1) Successor Agency Treasurer's Report for the Quarter Ended March 31, 2015
It is recommended that the City Council acting as the Successor Agency to the West
Covina Redevelopment Agency, receive and file this report.
Tuesday June 02, 2015
Motion by Warshaw and seconded by Toma to receive and file. Motion carried 5-0.
AYES: Spence, Toma, Warshaw, Wong, Sykes
NOES: None
ABSENT: None
ADJOURNMENT
Chairman Sykes adjourned the Successor Agency Regular Meeting at 11:30 p.m.
Submitted by
Rosalia A. Conde, CMC
Assistant Agency Secretary
Fredrick Sykes
Chairman
2
CITY OF WEST COVINA
CITY COUNCIL/SUCCESSOR AGENCY
TUESDAY JULY 07, 2015, 6:00 PM
REGULAR MEETING - CLOSED SESSION
CITY MANAGER'S CONFERENCE ROOM
1444 W. GARVEY AVENUE
WEST COVINA, CALIFORNIA 91790
MINUTES
Mayor/Chairman Sykes called to order the regular closed session meeting of the West Covina City
Council and Successor Agency at 6:03 p.m. in the City Manager's Conference Room at City Hall,
1444 W. Garvey Avenue, West Covina.
ROLL CALL
Present: Mayor/Chairman Sykes, Mayor Pro Tern/Vice Chairman Toma
Councilmembers/Board Members Spence (arrived at 6:22 p.m.),
Warshaw, Wong
Others Present: Mauk, Freeland, Barlow, Faulkner, Crown, Whithom
PUBLIC COMMENTS ON ITEMS ON THE AGENDA
Mike McGill, Sean Cameron and Ted Stephen, representing the Police Officers Association,
spoke.
CLOSED SESSION
Mayor Sykes commenced the closed session at 6:10 p.m. to discuss the following matter(s):
Tuesday July 07, 2015
CONFERENCE WITH PROPERTY NEGOTIATORS
Pursuant to Government Code § 54956.8
Property: 851 S. Sunset Avenue
Agency Negotiator: Malik, Freeland
Negotiating Parties: Citrus Valley Health Partners
Under Negotiation: Price
CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
People of the State of California v. Plaza West Covina LP, et al. — Case No. BC519400, BC519546,
BC 519544 and BC516022
People of the State of California v. Plaza West Covina LP, et al. — Case No. BC519546 (Related to:
BC516022, BC519400, BC519544 and BC519543)
People of the State of California v. Sears Development Co., et al. — Case No. BC519400,
BC519546, BC519544 and BC519543
People of the State of California v. Successor Agency of the West Covina Redevelopment Agency,
et al. — Case No. BC519545
People of the State of California v. Successor Agency of the West Covina Redevelopment Agency,
etal. — Case No. BC519400 (Related to: BC516022, BC519546, BC519544 and BC519543)
CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION: INITIATION OF
LITIGATION
Pursuant to Government Code § 54956.9(d)(4)
Number of Cases: Two (2)
CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code § 54957.6
City Negotiators: Mauk, Freeland
• Employee Organizations
- W.C. Police Officers' Association
W.C. Firefighters' Management Assoc.
- W.C. Firefighters' Association, I.A.F.F., Local 3226
ADJOURNMENT
Mayor Sykes adjourned the meeting at 7:09 p.m.
2
Tuesday July 07, 2015
Submitted by:
Rosalia A. Conde, CMC
Assistant City Clerk/Agency Secretary
Fredrick Sykes
Mayor/Chairman
City of West Covina
Memorandum
AGENDA
ITEM NO. SA2
DATE November 17, 2015
TO: Chair and Board Members of the Successor Agency
FROM: Chris Freeland
Executive Director
BY: Christa Buhagiar
Finance Director
SUBJECT: SUCCESSOR AGENCY TREASURER'S REPORT FOR THE MONTH
ENDED SEPTEMBER 30, 2015
RECOMMENDATION:
It is recommended the City Council, acting as the Successor Agency to the former West Covina
Redevelopment Agency, receive and file this report.
DISCUSSION:
The Investment Policy of the City of West Covina also applies to the Successor Agency to the
former West Covina Redevelopment Agency. In accordance with Section XVI of the City of
West Covina Fiscal Year 2015-16 Statement of Investment Policy, a Treasurer's Report for the
month ended September 30, 2015, is hereby submitted to the Successor Agency. It also includes
cash held by trustees for all bond issues and cash in the various Successor Agency bank accounts
as well as reporting on compliance with the City's Investment Policy and providing a statement
of the ability to meet budgeted expenditure needs for the following six months.
At September 30, 2015, the Treasurer's Report shows that the Successor Agency's portfolio
decreased by $957,538.97 from $10,377,793.16 on August 31, 2015, to $9,420,254.19 on
September 30, 2015. The major decrease is the result of the $824,279.86 payment to Starwood
for the Community Facilities District (CFD) FY 13/14 Developer Advance Repayment. The
Successor Agency's surplus funds are in investment pools with the State of California Local
Agency Investment Fund (LAIF) and the Los Angeles County Investment Pool (LACIP). These
funds are completely liquid, as the City can withdraw them at any time. Approximately 76
percent of the portfolio is on deposit in LACIP and the remaining small amount of available cash
is on deposit in the checking account and LAIF.
The Bond Detail Report includes Fiscal Agent investments of Successor Agency cash which is
being held to service various issues of bonded debt.
Prepared by:
401
Nicole Lugotoff
Accounting Manager
Reviewed by:
Christa Buhagiar
Finance Director
ATTACHMENT 1
Market Value
Book Value
397,032 $ 397,032
560,815 560,815
1
799,691 779,488
996,543 996,543
5,042,650 5,042,650
7,796,732 $ 7,776,529
uNen o
Colleen B. Rozatti, City1T6Asurer Nicole Lugotoff, AcOuhtirtg -Manager
ATTACHMENT I
West Covina Successor Agency
Treasurer's Report
September 30, 2015
Investment Portfolio
Book Value
Market Value % of Portfolio
Bank Accounts 2,275,649 $ 2,275,649 24.2%
State Local Agency Investment Fund (LAIF) 2,042 2,044 0.0%
Los Angeles County Investment Pool (LACIP) 7,142,563 7,142,563 75.8%
Total Cash and Investments
9,420,254 $
9,420,256 100.0%
Blended Yield *
0.77%
Benchmarks:
LAIF 0.34%
LACIP * 0.77%
emo U.S. Treasury 0.08%
2yr U.S. Treasury 0.64%
5yr U.S. Treasury 1.37%
Restricted Funds with Fiscal Agent
1988 Housing Set-Aside Tax Allocation Bonds Series A & B
1998 Housing Set-Aside Tax Allocation Bonds Series A & B
1999 Taxable Variable Rate Demand Tax Allocation Bonds
2001 Housing Set-Aside Tax Allocation Revenue Bonds
2002 Taxable Variable Rate Lease Revenue Refunding Bonds
1996 Special Tax Refunding Bonds
Total Restricted Funds
*To ensure timely submission of the City Treasurer's Report, the prior month's LACIP percentage yield is used.
I hereby certify that the investments are in compliance with the investment policy adopted by the City Council in
July 2015. The investment portfolio provides sufficient cash flow liquidity to meet estimated expenditures for the
next six months. This report meets the requirements of Government Code Section 53646.
PREPARED BY: APPROVED BY:
Christa Buhagiar, Finance Director
West Covina Successor Agency
Investment Portfolio Activity
September 30, 2015
August 31, 2015 Deposits Withdrawals September 30, 2015
Checking Accounts
Wells Fargo Checking
Wells Fargo Checking - C.F.D.
Subtotal
$ 391,976.43
1,844,123.01
$ 2,236,099.44
$ 4,455,223.08 $ 3,000,586.40 $ 1,846,613.11
4,211,328.00 5,626,415.13 429,035.88
$ 8,666,551.08 $ 8,627,001.53 $ 2,275,648.99
Other Investments
Local Agency Investment Fund (LAIF)
Los Angeles County Investment Pool (LACI
Los Angeles County Investment Pool (LACIP) - C.F.D.
Subtotal
2,042.31
3,093,725.47
5,045,925.94
$ 8,141,693.72
3,001,234.42
1,677.06
$ 3,002,911.48
2,042.31
6,094,959.89
4,000,000.00 1,047,603.00
$ 4,000,000.00 $ 7,144,605.20
Total Successor Agency $ 10,377,793.16 $ 11,669,462.56 $ 12,627,001.53 $ 9,420,254.19
In June 2015, the Successor Agency received funds from the DOF-approved ROPS for the July to December 2015 period which will provide
sufficient cash flow liquidity to meet estimated expenditures from July to December 2015.
West Covina Successor Agency
Investment Portfolio Detail
September 30, 2015
Issuer/Security
Local Agency Investment Fund
LAIF - Successor Agency
Local Agency Investment Fund Subtotal
Los Angeles County Investment Pool
LACIP - Successor Agency
LACIP - CFD
Los Angeles County Investment Pool Subtotal
Maturity Book Market
Date Yield Value Value
N/A 0.34% 2,042 $ 2,044
2,042 2,044
N/A 0.77%
N/A 0.77%
6,094,960
1,047,603
7,142,563
6,094,960
1,047,603
7,142,563
Portfolio Total
7,144,605 $ 7,144,606
West Covina Successor Agency
Bond Detail Report
September 30, 2015
Bond / Investment (Issuer (Account Maturity Date Rate Market Value* Original Cost
1988 Lease Revenue Refunding Bonds (The Lakes Public Parking Project)
Federated Treasury OblIgatIons
Federated Investors Co
Reserve 8/1/2018
Original LOC #NZS671159 I CUSIP #S86714370
Wells Fargo
L/C Fund 8/1/2018
$ 396,638.90 $ 396,638.90
392.90 392.90
$ 397,031.80 $ 397,031.80
1998 Housing Set-Aside Tax Allocation Bonds Series A & Taxable Series B (Executive Lodget Project)
First American Tress Oblig Cl d Corp Trust
First American Funds, Inc.
Bond 9/1/2025 $ 0.03 $ 0.03
Interest Series A 9/1/2025
Interest Series B 9/1/2025 - -
Reserve Series A 9/1/2025 344,290.00 344,290,00
Reserve Series B 9/1/2025 101,650.00 101,650.00
Project Fund Series B 9/1/2025 114,680.87 114,680,87
Principal Account 9/1/2025 194.59 194.59
$ 560,815.49 $ 560,815.49
1999 Taxable Variable Rate Demand Tax Allocation Bonds
First American Treas Oblig Cl d Corp Trust
First American Funds, Inc.
Revenue Fund 11/1/2029
Cash
L/C Fund 11/1/2029
2001 Housing Set-Aside Tax Allocation Revenue Bonds
Cash
Special Fund
FNMA DISCOUNT NOTE
U.S. Treas & Agency
Reserve Account 9/1/2031
First American Treas Oblig Cl d Corp Trust
First American Funds, inc.
Reserve Account 9/1/2031
Project Fund 9/1/2031
1.00
1.00
5.27% 799,304.00 779,100.62
336.88 336.88
50.43 50.43
$ 799,691.31 $ 779,487.93
2002 Taxable Variable Rate Lease Revenue Refunding Bonds (Public Facilities Project)
First American Treas Oblig CI d Corp Trust
First American Funds, Inc.
Special Fund 9/1/2035 10.20 $ 10.20
Reserve Fund 9/1/2035 996,532.50 996,532.50
$ 996,542.70 $ 996,542.70
Community Facility District No. 1989-1 (Fashion Plaza)
1996 Special Tax Refunding Bonds
Guaranteed investment Contract
Westdeutsche Landesbank Girozentrale
Reserve Fund 9/1/2022
First American Tress Oblig Cl d Corp Trust
First American Funds, Inc.
Bond 9/1/2022
Rebate Reserve Fund 9/1/2022
7.01% $ 5,002,670.40 $ 5,002,670.4U
39,980.00 39,980.00
$ 5,042,650.40 $ 5,042,650.40
GRAND TOTAL $ 7,796,731.70 $ 7,776,529.32
*Market valuations have been provided by BNY Western Trust Company and U.S. Bank
City of West Covina
Memorandum
AGENDA
ITEM NO SA3
DATE November 17, 2015
TO: Mayor and City Council
Chris Freeland
City Manager
BY: Christa Buhagiar
Finance Director
SUBJECT: SUCCESSOR AGENCY RECONCILIATION
RECOMMENDATION:
It is recommended that City Council:
• Authorize the City Manager to execute a professional services agreement with Willdan
Financial Services to reconcile the Successor Agency Funds for an amount not to exceed
$25,000; and
• Appropriate funds from salary savings (Account # 815.22.2210.5111) to professional
services (Account # 815.22.2210.6110).
DISCUSSION:
Finance staff continues to work diligently to clean up the financial records of the City to prepare
for the year-end audit, but there is not enough staffing for the work at hand. One large project
that needs to be completed is the reconciliation of the Successor Agency funds since the
dissolution. The project includes reconciling the activity in the general ledger to the bank
account and to the Recognized Obligation Payment Schedule (ROPS). They will also verify that
payments made by the successor agency were made in accordance with the Recognized
Obligation Payment Schedule and determine if any prior period adjustments need to be made on
the next ROPS to ensure all obligations have been paid in full and properly claimed to date. The
City of West Covina has already contracted with Willdan Financial Services to assist with the
preparation of the ROPS. Since they are the most knowledgeable about the activities of the
City's Successor Agency, staff is proposing to use them as opposed to a temporary staffing
agency to complete this project. Willdan Financial Services has designated an Analyst to
perform most of the work on this project with oversight from our ROPS Project Manager and
their Principal Consultant, CPA, for an amount not to exceed $25,000.
FISCAL IMPACT:
The contract with Willdan Financial Services includes a fee not to exceed $25,000 with
sufficient funds available from salary savings in the Successor Agency Administration Fund
(Account No. 110.13.1310.6110). There is no General Fund impact with this item.
Prepared by:
sta Buhggiar
Finance Director
ATTACHMENT 1 — Professional Services Agreement
ATTACHMENT 1
CITY OF WEST COVINA
PROFESSIONAL SERVICES AGREEMENT
WITH
WILLDAN FINANCIAL SERVICES
FOR SUCCESSOR AGENCY RECONCILIATION
THIS AGREEMENT is made and entered into this 17th day of November, 2015
("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation
("City"), and Willdan Financial Services ("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent
contractor to City, as more fully described herein; and
B. WHEREAS, Consultant represents that it has that degree of specialized
expertise contemplated within California Government Code Section 37103, and holds all
necessary licenses to practice and perform the services herein contemplated; and
C. WHEREAS, City and Consultant desire to contract for the specific services
described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection
with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the
provisions of Sections 1090-1092 of the California Government Code, in the subject matter of
this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1.0, SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide the professional services described
in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference.
1.2. Professional Practices. All professional services to be provided by Consultant
pursuant to this Agreement shall be provided by personnel experienced in their respective fields
and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by
professional consultants in similar fields and circumstances in accordance with sound
professional practices. Consultant also warrants that it is familiar with all laws that may affect its
performance of this Agreement and shall advise City of any changes in any laws that may affect
Consultant's performance of this Agreement. Consultant shall keep itself informed of State and
Federal laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its service pursuant to this Agreement. The Consultant shall at all
times observe and comply with all such laws and regulations. Officers and employees shall not
be liable at law or in equity occurring by failure of the Consultant to comply with this section.
ATTACHMENT 1
1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to
the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City
Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion
has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the
matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is
satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this
Agreement in compliance with all applicable Federal and California employment laws, including,
but not limited to those laws related to minimum hours and wages; occupational health and
safety; fair employment and employment practices; workers' compensation; and all other
Federal, State and local laws and ordinances applicable to the services required under this
Agreement.
1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage
in, nor permit its agents to engage in, discrimination in employment of persons because of their
race, religion, color, national origin, ancestry, age, physical or intellectual disability, medical
condition, pregnancy, marital status, sexual gender or sexual orientation, except as permitted
pursuant to Section 12940 of the Government Code.
1.6. Non-Exclusive Aareement. Consultant acknowledges that City may enter into
agreements with other consultants for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
1.7. Confidentiality. Employees of Consultant in the course of their duties may have
access to financial, accounting, statistical, and personnel data of private individuals and
employees of City. Consultant covenants that all data, documents, discussion, or other
information developed or received by Consultant or provided for performance of this Agreement
are deemed confidential and shall not be disclosed by Consultant without written authorization
by City. City shall grant such authorization if disclosure is required by law. All City data shall be
returned to City upon the termination of this Agreement. Consultant's covenant under this
Section shall survive the termination of this Agreement.
1.8 Public Records Act Disclosure. Consultant has been advised and is aware that
this Agreement and all reports, documents, information and data, including, but not limited to,
computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors,
pursuant to this Agreement and provided to City may be subject to public disclosure as required
by the California Public Records Act (California Government Code Section 6250 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade
secrets, as that term is defined in the California Government Code Section 6254.7, and of which
Consultant informs City of such trade secret. The City will endeavor to maintain as confidential
all information obtained by it that is designated as a trade secret. The City shall not, in any way,
be liable or responsible for the disclosure of any trade secret including, without limitation, those
records so marked if disclosure is deemed to be required by law or by order of the Court.
2 Weldon Financ of ,51-vir_-es
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set
forth in Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule").
Consultant's total compensation shall not exceed $25,00D.
2.2. Additional Services. Consultant shall not receive compensation for any services
provided outside the scope of services specified in the Consultant's Proposal unless the City,
prior to Consultant performing the additional services, approves such additional services in
writing. It is specifically understood that oral requests and/or approvals of such additional
services or additional compensation shall be barred and are unenforceable. Should the City
request in writing additional services that increase the hereinabove described "SCOPE OF
SERMCES", an additional fee based upon the Consultant's standard hourly rates shall be paid
to the Consultant for such additional services. Such increase in additional fees shall be limited
to 25% of the total contract sum or $25,000 whichever is greater. The Department Head or City
Manager is authorized to approve a Change Order for such additional services.
2.3, Method of Billing. Consultant may submit invoices to the City for approval on a
progress basis, but no more often than once a month. Said invoice shall be based on the total
of all Consultant's services which have been completed to City's sole satisfaction. City shall pay
Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each
invoice shall describe in detail the services performed, the date of performance, and the
associated time for completion. Any additional services approved and performed pursuant to
this Agreement shall be designated as "Additional Services" and shall identify the number of the
authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant's services relating to this Agreement
shall be maintained in accordance with generally recognized accounting principles and shall be
made available to City for inspection and/or audit at mutually convenient times for a period of
three (3) years from the Effective Date.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be
performed pursuant to this Agreement shall commence within five (5) days from the Effective
Date of this Agreement. Said services shall be performed in strict compliance with the Project
Schedule approved by City as set forth in Exhibit "C," attached hereto and incorporated herein
by this reference. The Project Schedule may be amended by mutual agreement of the parties.
Failure to commence work in a timely manner and/or diligently pursue work to completion may
be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. Such
acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance
with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable
control of a party. If a delay beyond the control of the Consultant is encountered, a time
extension may be mutually agreed upon in writing by the City and the Consultant. The
Consultant shall present documentation satisfactory to the City to substantiate any request for a
time extension.
3 VVIlidan Financiel Services
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a
period of 1.5 months, ending on December 31, 2015, unless previously terminated as provided
herein or as otherwise agreed to in writing by the parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of
canceling, suspending or abandoning the execution of all or any part of the work contemplated
by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days
prior written notice to Consultant. In the event of such termination, Consultant shall immediately
stop rendering services under this Agreement unless directed otherwise by the City. If the City
suspends, terminates or abandons a portion of this Agreement such suspension, termination or
abandonment shall not make void or invalidate the remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this
Agreement, it shall have ten (10) days after service upon it of written notice of such default in
which to cure the default by rendering a satisfactory performance. In the event that the
Consultant fails to cure its default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement without
further notice and without prejudice to any other remedy to which it may be entitled to at law, in
equity, or under this Agreement.
The City also shall have the right, notwithstanding any other provisions of this
Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy
to which it may be entitled to at law, in equity, or under this Agreement, immediately upon
service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed
because of insolvency;
c. Make a general assignment for the benefit of creditors;
d. Default in the performance of any obligation or payment of any
indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of
record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or
rearrangement of its affairs.
4,3. Compensation. In the event of termination, City shall pay Consultant for
reasonable costs incurred and professional services satisfactorily performed up to and including
the effective date of the City's written notice of termination, within forty-five (45) days after the
effective date of the notice of termination or the final invoice of the Consultant, whichever occurs
last. Compensation for work in progress shall be prorated based on the percentage of work
completed as of the effective date of termination in accordance with the fees set forth herein.
4
Wffldn Financial Sieniices
4.4. Documents. In the event of termination of this Agreement, all documents
prepared by Consultant in its performance of this Agreement including, but not limited to,
finished or unfinished design, development and construction documents, data studies, drawings,
maps and reports, shall be delivered to the City within ten (10) days of the effective date of the
notice of termination, at no cost to City.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and
keep in full force and effect during the life of this Agreement all of the following minimum scope
of insurance coverages with an insurance company admitted to do business in California, rated
"A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by
City:
(a) Broad-form commercial general liability, in a form at least as broad as
ISO from #CG 00 01 11 88, including premises-operations,
products/completed operations, broad form property damage, blanket
contractual liability, independent contractors, personal injury or bodily
injury with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per occurrence. If such
insurance contains a general aggregate limit, it shall apply separately to
this Agreement or shall be twice the required occurrence limit.
(b) Business automobile liability for owned vehicles, hired, and non-owned
vehicles, with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per occurrence for bodily injury
and property damage.
(c) Workers' compensation insurance as required by the State of California.
Consultant agrees to waive, and to obtain endorsements from its workers'
compensation insurer waiving subrogation rights under its workers'
compensation insurance policy against the City, its officers, agents,
employees, and volunteers for losses arising from work performed by
Consultant for the City and to require each of its subcontractors, if any, to
do likewise under their workers' compensation insurance policies.
Before execution of this Agreement by the City, the Consultant shall file
with the City the following signed certification:
I am aware of, and will comply with, Section 3700 of the Labor
Code, requiring every employer to be insured against liability of
Workers' Compensation or to undertake self-insurance before
commencing any of the work.
The Consultant shall also comply with Section 3800 of the Labor Code by
securing, paying for and maintaining in full force and effect for the
duration of this Agreement, complete Workers' Compensation Insurance,
and shall furnish a Certificate of Insurance to the City before execution of
this Agreement by the City. The City, its officers and employees shall not
be responsible for any claims in law or equity occasioned by failure of the
consultant to comply with this section.
5 iAlilldan Financial Services
(d) Professional errors and omissions ("E&O") liability insurance with policy
limits of not less than One Million Dollars ($1,000,000.00), combined
single limits, per occurrence and aggregate. Architects' and engineers'
coverage shall be endorsed to include contractual liability. If the policy is
written as a "claims made" policy, the retro date shall be prior to the start
of the contract work. Consultant shall obtain and maintain, said E&O
liability insurance during the life of this Agreement and for three years
after completion of the work hereunder.
5.2. Endorsements. The commercial general liability insurance policy and business
automobile liability policy shall contain or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of West Covina and its elected and
appointed boards, officers, officials, agents, employees, and volunteers
are additional insureds with respect to: liability arising out of activities
performed by or on behalf of the Consultant pursuant to its contract with
the City; products and completed operations of the Consultant; premises
owned, occupied or used by the Consultant; automobiles owned, leased,
hired, or borrowed by the Consultant."
(b) Notice: "Said policy shall not terminate, be cancelled, until thirty (30)
days after written notice is given to City, ten (10) days' notice if
cancellation is due to nonpayment of premium."
(c) Other insurance: "The Consultant's insurance coverage shall be primary
insurance as respects the City of West Covina, its officers, officials,
agents, employees, and volunteers. Any other insurance maintained by
the City of West Covina shall be excess and not contributing with the
insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not
affect coverage provided to the City of West Covina, its officers, officials,
agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
5.3. Deductible or Self Insured Retention. If any of such policies provide for a
deductible or self-insured retention to provide such coverage, the amount of such deductible or
self-insured retention shall be approved in advance by City.
5.4. Certificates of Insurance. Consultant shall provide to City certificates of
insurance showing the insurance coverages and required endorsements described above, in a
form and content approved by City, prior to performing any services under this Agreement.
5.5. Non-limiting. Nothing in this Section shall be construed as limiting in any way the
indemnification provision contained in this Agreement.
6 iV,IirJ1F nancial Sarvices
6.0. GENERAL PROVISIONS
6,1. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification.
6.2. Representatives. The City Manager or his or her designee shall be the
representative of City for purposes of this Agreement and may issue all consents, approvals,
directives and agreements on behalf of the City, called for by this Agreement, except as
otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who
shall be authorized to issue all consents, approvals, directives and agreements on behalf of
Consultant called for by this Agreement, except as otherwise expressly provided in this
Agreement.
6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant
shall make available the professional services of Bob Quaid (Principal Consultant), Jose
Ometeotl (Project Manager), and Richelle Tague (Analyst) who shall coordinate directly with
City. Any substitution of key personnel must be approved in advance by City's Representative
and the Agreement shall be amended to reflect the changes.
6.4. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and
placed in a sealed envelope, postage prepaid, and deposited in the United States Postal
Service. Such communication shall be deemed served or delivered: a) at the time of delivery if
such communication is sent by personal delivery; b) at the time of transmission if such
communication is sent by facsimile or by Email; and c) 72 hours after deposit in the U.S. Mail as
reflected by the official U.S. postmark if such communication is sent through regular United
States mail.
IF TO CONSULTANT:
VVilldah Financial Services
27368 Via Industrie, Suite 200
Temecula, CA 92590
Tel: 951-219-3022
Fax: 888-326-6864
Email: jorneteotl@willdan.corn
Attn: Jose E. Ometeoti
IF TO CITY:
City of West Covina
1444 West Garvey Ave. South
West Covina, CA 91790
Tel: 626-939-8463
Fax: 626-939-8664
Christina.buhagiar@westcovina.org
Attn: Christa Buhagiar
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection
with this Agreement, the prevailing party shall be entitled to recover from the opposing party all
costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los
7 Wt:ldan Fir na ServIces
Angeles County, California.
6.7. Assignment. Consultant shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without
City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance
shall be void and shall constitute a breach of this Agreement and cause for termination of this
Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant
of Consultant's obligation to perform all other obligations to be performed by Consultant
hereunder for the term of this Agreement.
6,8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify,
hold free and harmless the City, its elected and appointed officials, officers, agents and
employees, at Consultant's sole expense, from and against any and all claims, demands,
actions, suits or other legal proceedings brought against the City, its elected and appointed
officials, officers, agents and employees arising out of the negligence, recklessness or willful
misconduct in the performance of the Consultant, its employees, and/or authorized
subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation
provided for hereunder shall apply without any advance showing of negligence or wrongdoing
by the Consultant, its employees, and/or authorized subcontractors, but shall be required
whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors,
omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors,
and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected
and appointed officials, officers, agents and employees based upon the work performed by the
Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or
not the Consultant, its employees, and/or authorized subcontractors are specifically named or
otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be
liable for the defense or indemnification of the City for claims, actions, complaints or suits arising
out of the sole active negligence or willful misconduct of the City. This provision shall
supersede and replace all other indemnity provisions contained either in the City's specifications
or Consultant's Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and shall be acting at all times as an
independent contractor and not as an employee of City. Consultant shall have no power to
incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an
agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any
of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any
time, or in any manner, represent that it or any of its or employees are in any manner agents or
employees of City. Consultant shall secure, at its sole expense, and be responsible for any and
all payment of Income Tax, Social Security, State Disability Insurance Compensation,
Unemployment Compensation, and other payroll deductions for Consultant and its officers,
agents, and employees, and all business licenses, if any are required, in connection with the
services to be performed hereunder. Consultant shall indemnify and hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by reason of the
independent contractor relationship created by this Agreement. Consultant further agrees to
indemnify and hold City harmless from any failure of Consultant to comply with the applicable
worker's compensation laws. City shall have the right to offset against the amount of any fees
due to Consultant under this Agreement any amount due to City from Consultant as a result of
Consultant's failure to promptly pay to City any reimbursement or indemnification arising under
this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement claims or is
determined by a court of competent jurisdiction or the California Public Employees Retirement
System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant
8 WiIdn F,nancal Sennnes
shall indemnify, defend, and hold harmless City for the payment of any employee and/or
employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or
ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors
providing service under this Agreement shall not qualify for or become entitled to, and hereby
agree to waive any claims to, any compensation, benefit, or any incident of employment by City,
including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to
any contribution to be paid by City for employer contribution and/or employee contributions for
PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to
Consultant's performance or services rendered under this Agreement, Consultant shall render
any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data
including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by
Consultant or any of its subcontractors in the course of performance of this Agreement, shall be
and remain the sole property of City. Consultant agrees that any such documents or
information shall not be made available to any individual or organization without the prior
consent of City. Any use of such documents for other projects not contemplated by this
Agreement, and any use of incomplete documents, shall be at the sole risk of City and without
liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from
all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting
from City's use of such documents for other projects not contemplated by this Agreement or use
of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings,
reports, documents, information, data, in any form, including but not limited to, computer tapes,
discs, files audio tapes or any other Project related items as requested by City or its authorized
representative, at no additional cost to the City. Consultant or Consultant's agents shall execute
such documents as may be necessary from time to time to confirm City's ownership of the
copyright in such documents.
6.13. Economic Interest Statement. Consultant hereby acknowledges that pursuant to
Government Code Section 87300 and the Conflict of Interest Code adopted by City hereunder,
Consultant is designated in said Conflict of Interest Code and is therefore required to file an
Economic Interest Statement (Form 700) with the City Clerk, for each employee providing
advise under this Agreement, prior to the commencement of work, unless waived by the City
Manager.
6.14. Conflict of Interest. Consultant and its officers, employees, associates and
subconsultants, if any, will comply with all conflict of interest statutes of the State of California
applicable to Consultant's services under this agreement, including, but not limited to, the
Political Reform Act (Government Code Sections 81000, et seq.) and Government Code
Section 1090.
6.15. Prohibited Employment. Consultant will not employ any regular employee of City
while this Agreement is in effect.
6.16. Order of Precedence. In the event of an inconsistency in this Agreement and
any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the
extent this Agreement incorporates by reference any provision of any document, such provision
9
'0.1ifldan Financial Services
shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the
terms and conditions of this Agreement and those of any such provision or provisions so
incorporated by reference, this Agreement shall govern over the document referenced.
6.17. Costs. Each party shall bear its own costs and fees incurred in the preparation
and negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
6.18. No Third Party Beneficiary Rights, This Agreement is entered into for the sole
benefit of City and Consultant and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right in, under or to this
Agreement.
6.19. Headings. Paragraphs and subparagraph headings contained in this Agreement
are included solely for convenience and are not intended to modify, explain or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
6.20. Amendments. Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement.
6.21. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
this Agreement shall be effective unless in writing and signed by a duly authorized
representative of the party against whom enforcement of a waiver is sought. The waiver of any
right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right
or remedy in respect to any other occurrence or event, nor shall any waiver constitute a
continuing waiver.
6.22. Severabilitv. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the
offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this
Agreement, based upon the substantial benefit of the bargain for any party, is materially
impaired, which determination made by the presiding court or arbitrator of competent jurisdiction
shall be binding, then bath parties agree to substitute such provision(s) through good faith
negotiations.
6.23. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original. All counterparts shall be construed together and
shall constitute one agreement.
6.24. Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so the parties hereto are formally bound to the provisions of this
Agreement.
6.25 Taxpayer Identification Number. Consultant shall provide City with a complete
Request for Taxpayer Identification Number and Certification, Form W 9, as issued by the
Internal Revenue Service.
10
Viiindan Fnric al Services
Date: November 11, 2015
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their respective authorized officers, as of the date first above written.
CITY OF WEST COVINA,
A municipal corporation
Date:
Mayor
CONSULTANT
Signature
Chris Fisher, Vice President, Group Manager
Name and Title
ATTEST:
Assistant City Clerk of the
City of West Covina
APPROVED AS TO FORM:
City Attorney
APPROVED AS TO INSURANCE:
Risk Management
Date:
Date:
11 lidan Flaancial Servrces
EXHIBIT A
SCOPE OF SERVICES
To reconcile the Recognized Obligation Payment Schedule
• Trace the obligations on the initial Recognized Obligation Payment Schedule. List
and substantiate reasons fordifferences.
• Ensure that all obligations to be paid on the Initial Recognized Obligation Payment
Schedule were subjected to the procedures applied.
▪ For payments already made, trace the payment amount and date to the
documentation of the payment and to the bank statement. Provide a listing
of any discrepancies between the GL and tha bank statement.
• Verify that payments made by the successor agency were made in accordance with the
Recognized Obligation Payment Schedule.
• Pursuant to Health arid Safety Code Section 34178, determine which written
agreements are valid and bind the successor agency.
Sum the activity to ensure: beginning balance plus additions less deletions equals
ending balance.
Review Final Recognized Obligation Payment Schedule (ROPS):
• Verify that the certified ROPS have been approved by the Oversight Board.
• Obtain a copy of the final ROPS from the successor agency.
• Verify that the final ROPS was submitted to the County Auditor-Controller, the State
Controller, and the Department of Finance.
• Review the priority and source of payments made from the Redevelopment Property
Tax Trust Fund pursuant to Health and Safety Code section 34183(a)(2).
• Obtain a copy of the final statement of indebtedness and note any difference between
the Statement of Indebtedness and the ROPS.
• Verify that payments were made in accordance with the final ROPS.
12
Wilidan Financial Services
EXHIBIT B
FEE SCHEDULE
With respect to compensation for this assignment, Wilfdan proposes to invoice on a time and materials
basis with a not to exceed fee of twenty five thousand dollars ($25,000):
Hourly Rates
Authorized services will be billed at Wiildan's then-current hourly
consulting rates. Our current hourly rates are:
Title
Group Manager
Principal Engineer
Principal Consultant
Senior Project Manager
Project Manager
Senior Project Analyst
Senior Analyst
Analyst II
Analyst
Property Owner Services Representative
Support Staff
Hourly Rate
$ 210
200
200
165
145
130
120
100
100
55
50
Wirldan Financial Services
EXHIBIT C
PROJECT SCHEDULE
Reconciliation to be completed no later than December 31, 2015.
14
Wilidsn Financial Services