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10-16-2018 - Government Tort Claim Denials - Item No. 1.pdfAGENDA ITEMNO. 1 AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: TO: FROM: October 16, 2018 Mayor and City Council Chris Freeland City Manager SUBJECT: GOVERNMENT TORT CLAIM DENIALS RECOMMENDATION: It is recommended that the City Council deny the following Government Tort Claims and the claimants be notified: • Brian Hanis vs. The City of West Covina • Todd Wiegand vs. The City of West Covina DISCUSSION: As you are aware, since all claims should be considered potential lawsuits, it is requested that all Councilmernbers refrain from making specific public comments so as not to prejudice any claim. Specific questions should be referred to the City Attorney. FISCAL IMPACT: None. Prepared by: Nick Ledesma Administrative Aide Reviewed and Approved by: Edward M. Macias Human Resources Director AGENDA ITEM NO. 2 AGENDA STAFF REPORT City of West Covina f Office of the City Manager DATE: October 16, 2018 TO: Mayor and City Council FROM: Chris Freeland City Manager SUBJECT: CITY INVESTMENT REPORT FOR THE MONTH ENDED AUGUST 31, 2018 RECOMMENDATION: It is recommended that the City Council receive and file the Investment Report for the month ended August 31, 2018. DISCUSSION: The Investment Report (Attachment No. 1) presents the City's cash and investments for the month ended August 31, 2018. This report is in compliance with California Govermnent Code Section 53646 regarding the reporting of detailed information on all securities, investments, and monies of the City, as well as, reporting of the market value of the investments held. All of the investments contained within the portfolio are in full compliance with Government Code Section 53601 and the City's Investment Policy as to the types of investments allowed. The City's Invesinient Policy was last revised and adopted by City Council on June 5, 2018. As stated in the attached report, there are sufficient funds to meet the budgeted expenditures over the next six months. The City's Investment Policy has set primary goals of the portfolio management of safety, liquidity and yield. The City currently utilizes Chandler Asset Management who uses an active investment management approach in which securities are purchased but not necessarily held to maturity, and may be actively traded based on market conditions and the City's investment goals. The City's cash flow requirements are evaluated on an ongoing basis, with short-term needs accommodated through the City's pooled investment funds with the Los Angeles County Investment Pool (LACP). At August 31, 2018, the City's investment portfolio had a market value of $37,138,528. City Investment Report for the Month Ended August 31, 2018 Page 2 of 2 — October 16, 2018 Bond reserves are held and invested by a Trustee. The investment of these funds is governed by an investment policy approved by the City Council as a part of the governing documents for each specific bond issue. At August 31, 2018, the City's bond reserves had a market value of $1,656,372. Prepared by: Reviewed and Approved by: 1 .14/1 oann Ginned Accounting Consultant ATTACHMENT: Marcie Medina Finance Director Attachment No 1 — Investment Report Interest! Yield to Maturity % of Book Value Market Value Maturity Date Portfolio 3,997,533 8,668 12,156 4,155,461 503,309 985,077 9,272,868 152,344 304,128 106,889 349,565 2,882,003 8,081,394 6,844,180 $ 37,656,575 $ 3,997,633 8,668 12,156 4,155,461 503,309 982,504 9,081,367 150,122 304,128 106,889 349,738 2,834,704 7,958,968 6,692,981 $ 37,138,528 10.30% 0.02% 0.03% 10.71% 1.30% 2.53% 23.41% 0.39% 0.78% 0.28% 0.90% 7.31% 20.52% 17.25% 0.00% 0.00% 0.00% 1.92% 0,50% 2.65% 2.62% 2.91% 2.39% 1.53% 2.08% 2,55% 2.76% 2.61% See attached See attached See attached See attached See attached See attached See attached See attached See attached n/a n/a n/a n/a n/a ATTACHMENT NO. I City of West Covina Investment Report For the Month Ended August 31, 2018 Description Cash and Cash Equivalents Wells Fargo Checking Account Pacific Western Bank Checking - HPP (CDBG) Pacific Western Bank Checking - HPP (LIVINF) Los Angeles County Investment Pool (LACIP) Money Market Fund - Bank of the West Investments - Chandler Asset Management Asset-Backed Securities Federal Agencies Collateralized Mortgage Obligation Commercial Paper Money Market Funds Negotiable Certificates of Deposit Supranationals US Corporate US Treasury Total Cash and Investments Bond Reserves Lease Revenue Bands, 2006 Series A & 2006 Series B (Taxable) First American Treasury Obligations Fund Class D $ 1,071,000 $ First American Treasury Obligations Fund Class ID 585,372 Total Bond Reserves $ 1,656,372 $ 1,071,000 1.33% n/a 2.76% 685,372 1.33% n/a 1.51% 1,656,372 100.00% Total Investment Portfolio $ 39,311,947 $ 38,794,900 Blended Yield of Cash and investments* 2,52% Benchmarks: LAIF 2.00% LAUB -* 1.92% smo U.S. Treasury 2.28% 2yr U.S. Treasury 2.62% Syr U.S. Treasury 2.74% hereby certify that the investments are in compliance with the investment policy adopted by the City Council. The investment portfolio provides sufficient funds to meet the budgeted expenditures over the next six months. This report meets the requirements of Government Code Section 53646. REVIEWED BY: Colleen B. Rozatti, City Treasurer APPROVED BY: 'City of West Covina Consolidated - Account #10482 MONTHLY ACCOUNT STATEMENT AUGUST 1, 2018 THROUGH AUGUST 31, 2018 CHANDLER ASSET MANAGEMENT chandlerassetcorn Information contained herein is confidential. We urge you to compare this statement to the one you receive from your qualified custodian. Please see Important Disclosures. % Comm Paper 1,1% crool 0.5% Money Mkt Fd I 0.4% .25 .25-5 .5 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ Maturity (Yrs) ABS 3.4% 15% Nog CD 1.2% 10% 10.6% SECTOR ALLOCATION Agency us Corp US Treasury Suomi= 10.0% 31.9% 28.0% MATURITY DISTRIBUTION 35% 30% 30.3% 3118% 23.3% 25% 20% 14..4% NR (3.2%) AAA (13.2%) City of West Covina Consolidated Account #110482 PORTFOLIO CHARACTERISTICS Portfolio Summary As of August 31, 2018 ACCOUNT SUMMARY TOP ISSUERS Average Modified Duration Average Coupon Average Purchase YTM Average Market VIM Average S&P/Moody Rating Average Final Maturity Average Life 1.74 1.76% L53% 2.64% AA/Aa1 1.86 yrs 1.81 yrs End Values .;.ps ofs/Siiie.• 28,461,401 112,883 28,574,283 37,457 28,930,672 28,978,448 29,133,941 Government of United States Federal National Mortgage Assoc Federal Home Loan Mortgage Corp Federal Home Loan Bank International Finance Corp Inter-American Dev Bank Intl Bank Recon and Development US Bancorp Total Market Value Accrued interest Total Market Value Income Earned Cont/WD Par Book Value Cost Value •is, of 7/.31/118.: 29,041,673 122,806 29,164,479 39,765 29,570,907 29,623,492 29,774,175 23.5% 16.8% 9.6% 6.0% 4.1% 3.4% 2.5% 2.1% 68.0% CREDIT QUALITY (S&P) A (17.3%) Chandler Asset Management - CONFIDENTIAL Page 1 Execution Time: 9/412018 1.1A4;25 PM Statement of Lompliance As of August 31, 2018 City of West Covin a „ea tgOP TreasizrVglisiies Federal Agerities.. ••• Mf.mielPal 5eouritieS. SuPraheticnalS' Mediurh Terrn Nbtes Collateralized Cerilicales of Deposit Negidtiable'Cett:fic4eSgof,Depo.,!t::: geirike'S Aeceptees: Cdriiinetaal Ptper. 'Asset:BackedSiaturities?:MO Backed Securitiesii"libhoi:K6arket:MutitOI:Fui:CIS Prohibited SecuritiesReptrchaseg-iee*rts .L.oeel'Agebey:lhvekrneht:FUnd Los Angeles C6--inty::166.,6.trtintybol Max per 5Oeliity t9D6-. Max per Issuer: Maximum Maturi •••.- Assets managed by Chandler Asset Management are in full compliance with state law and the District's investment policy. g 7: Nd limitations A" or higher ii'axiniiim; '5% Mix perissuer 25% niaxirm:rn : ILO% rrii5cirni.irit.31*'61::per A-I/F-a rating or higher by both 5&P and Moody s; issuer; 270 days max maturity; paper; limited to corporations organized and operating wi hin he US with total assets of at least 503 millior Inverse floates; Ranges notes, lnterst-ouii strips from mortgaged backed securites; Zero interest sccrualsacuri 20% 1taxiMurn,...100Aays rnex;:rnaturity;.enlIFjte'raili.tp,:c1.102%rof rket;.s.ralue',.::.Not•used::by znVestmentadvIserz: :.]lot•iised..PyAnVesthientadVis Maximum progrsrr; Not -•••••• • • '!I: used* Investment :adviser years • gage- ra Led or:Setter by a 1nIRS11.030%ihiaxftom th6re'Then•40';'t'O.I. the City's tota;:•.pdrtfbli6 S11.6:II:be invested in'',a.sirtgl'e:6cai-ity type or witha siriglegfr..anall 41Stittkidri more than 5% in any single itsber.eXtept:US GOCriAgencies;•Suprahatrdnais Money Market Funds LAIP, or:LG IP •.•••-• , oni,n9e,nt!.. • Cart.pires : Complies . Complies .:Complies complies Complies Complies Compiles Cc • Compiles': :A&rate-1::OtH.ITiiiher..1;Yza'NRSRD;:::::86%'the.Yri.C%rtiaX•Per . . . 1.ff !rated orThighettlY.:a:-NR51:0; 30 maximum; iss'uer.fsstied::by cbrporatibris organiied " • .• . . . . ....... Holdings Report As of August 31, 2018 City of West Covina Consolidated Account #10482 Honda Auto Receivabies 2017-1 A2 1.42% Due 7/22/2019 13,974.57 32,992.94 48,437.58 03/21/2017 1.47% 03/21/2017 1.43% 13,974.23 13,974.43 02/22/2017 1.51% 32,992.80 99.94 13,965.53 0.05% Aaa / NR 0.89 2.98% 5.52 (8.90) AM 0.05 ,._._... .._ 99.90 32,960.37 0.12% Aaa / NR 1.12 178.78 (1,029.78) NR 0.43 -- .. 194,404.28 0.68% Aaa /AM 2.13 47787XAB3 John Deere Owner Trust 2017-A A2 1.5% Due 10/15/2019 654747A80 Nissan Auto Rec&vables 2017-A A2A 1.47% Due 1/15/2020 32,992.88 48,437.34 48,437.46 477889A30 John Deere Owner Trust 2017-13 A2A 76,793.21 07/11/2017 76,786.55 1.59% Due 4/15/2020 1.60% 76,789.28 89237RAB4 Toyota Auto Receivable 2017-C A2A 254,584.28 07/25/2017 254,581.86 1.58% Due 7/15/2020 _ 1.59% 254,582.74 89238BAB8 Toyota Auto Receivables Owner 2018-A 195,000.00 01/23/2018 194,980.07 A2A 2.12% 194,984.37 2.1% Due 10/15/2020 47788CA88 John Deere Owner Trust 2018-A A2 170,000.00 Various 169,823.63 2.42% Due 10/15/2320 2.51% 169,854.65 43811BAC8 Honda Auto Receivables 2017-2 AS 110,000.00 04/27/2018 108,289.84 1.68% Due 8/16/2021 2.62% 108,465.97 477881:IA06 John Deere Owner Trust 2017-B A3 35,000.00 07/11/2017 34,997.44 2.63% 99.83 2.50% 99.72 2.55% 99.59 2.53% 21.99 (32.51) MA 0.09 48,354.68 0.17% Aaa / NR 1.38 31.64 (82.78) AAA 0.17 76,577.80 0.27% Aaa / NR 1.62 54.27 (211.48) AM 0.29 253,552.96 0.89% Aaa / AAA 1.87 2.64% 99.87 2.64% 98.77 2,79% 182.00 (580.09) NR 169,778.32 0.59% Aaa / NR 182.84 (76.33) AM 108,647.55 0.38% Aaa / AM 82.13 181.58 NR 98.65 34,528.13 0.12% Aaa / NR 1.82% Due 10/15/2021 1.82% Due 10/15/2021 1.83% 34,998.12 2.93% 28.31 (469.99) MA 1.83% 34,998.12 2.93% 28.31 (469.99) MA 50,000.00 02/21/2018 47788CAC6 John Deere Owner Trust 2016-13 44 50,000.00 02/21/2018 49,996.41 99.47 49,734.70 0.17% Aaa / NR 0.17% Aaa / NR 47788CAC6 John Deere Owner Trust 2016-13 44 49,734.70 49,996.41 99.47 2.66% Due 4/18/2022 2.66% Due 4/18/2022 2.68% 49,996.85 2.99% 59.11 (262.15) AAA (262.15) AAA 59.11 2.68% 49,996.85 2.99% 984,860.17 8.44% Aaa / AAA 984,860.17 982,504.32 8.44% Aaa / AAA 982,504.32 Total ABS Total ABS 986,782.58 2.02% 985,076.75 2.65% 826.59 (2,572.43) AAA 826.59 (2,572.43) AAA 986,782.58 2.02% 985,076.75 2.65% 313376BR5 FHLB Note 1.75% Due 12/14/2018 3135G02A4 FNMA Note 1.875% Due 2/19/2019 3137EA0YK2 FHLMC Note 1.25% Due 8/1/2019 3135G0P49 FNMA Note 1% Due 8/28/2019 350,000.00 08/19/2016 0.91% 350,000.00 10/20/2016 0.95% 356,681.50 350,823.31 357,434.00 351,493.79 99.86 2.23% 99.81 2.28% 565,000.00 07/29/2016 570,938.15 98.90 558,767.49 1.96% Asa / AA+ 0.92 0.89% 566,806.32 2.47% 588.54 (8,038.83) AAA 0.90 700,000.00 09/02/2016 698,782.00 98.57 689,993.50 2.41% Aaa /44+ 0.99 1.06% 699,595.12 2.48% 58.34 (9,601.62) AAA 0.98 349,518.75 1.23% Aaa / AA+ 1,310.07 (1,304.56) MA 349,342.70 1.22% Aaa /AA+ 218.75 (2,151.09) AM 0.58 2.13 0.62 2.96 1.12 3.13 2.22 3.63 1.69 2.14 0.62 0,29 0.28 0.47 0.46 Chandler Asset Manazement - CONFIDENTIAL Paee 3 Execution Time: 9/4/2018 11.s1:25 PM 706,153.00 702,118.78 349,622.00 349,826.36 355,204.50 352,215.52 348,015.50 348,835.35 358,197.50 353,841.95 712,474.00 705,781.48 355,93930 353,075.55 323,943.75 324,129.53 353,846.50 352,081.50 349,385.75 349,464.77 349,744.50 349,856.80 351,802.50 351,310.20 347,452.00 348,507.13 345,720.50 348,056.86 335,153.00 336,866.12 728,871.25 727,796.12 700,000.00 08/05/2016 0.97% 350,000.04 01/12/2017 1.54% 350,000.00 10/14/2016 1.16% 350,000.00 06/29/2017 1.58% 350,000.00 Various 1.12% 700,000.00 07/29/2016 1.03% 350,000.00 07/29/2016 1.10% 325,000.00 02/20/2018 2.49% 350,000.00 07/29/2016 1.13% 350,000.00 04/12/2018 236% 350,000.00 07/22/2016 1.27% 350,000.00 08/15/2017 1.73% 350,000.00 08/19/2016 1.28% 350,000,00 08/19/2016 1.32% 350,000.00 04/12/2018 2.58% • 725,000.00 Various 1.88% Holdings Keport As of August 31, 2018 City of WesT Covina Consolidated Account #10482 'AGENCY. 3137EADM8 FHLMC Note 1.25% Due 10/2/2019 3137EAEE5 FHLIVIC Note 1.5% Due 1/17/2020 3135G0A78 FNMA Note 1.625% Due 1/21/2020 3137EADR7 FHLMC Note 1.375% Due 5/1/2020 313383HU8 FH LB Note 1.75% Due 6/12/2020 3135G0D75 FNMA Note 1.5% Due 6/22/2020 3135G0F73 FNMA Note 1.5% Due 11/30/2020 3137EAEL9 FHLMC Note 2.375% Due 2/16/2021 3130A7CV5 FHLB Note 1.375% Due 2/18/2021 3135G01.127 FNMA Note 2.5% Due 4/13/2021 3135G01(69 FNMA Note 1.25% Due 5/6/2021 313379RB7 FHLB Note 1.875% Due 6/11/2021 3130,48055 FHLB Note 1.125% Due 7/14/2021 3137EAEC9 FHLMC Note 1.125% Due 8/12/2021 3135G0N82 FNMA Note 1.25% Due 8/17/2021 3135G0S38 FNMA Note 2% Due 1/5/2022 98.57 690,673.20 2.43% Aaa / AA+ 2.50% 8,621.52 (11,445.58) AAA 98.55 344,936.90 1.21% Aaa / AA+ 2.57% 641.67 (4,889.46) AAA 98.68 345,392.25 1.21% Aaa / AM - 2.60% 531.94 (6,823.27) AAA 98.02 343,072.10 1.21% Ma / AA+ 2.60% 1,604.17 (5,753.25) AAA 98.39 344,356.95 1.21% Aa a / AA+ 2.68% 1,344.10 (9,485.00) NR 98.05 686,319.20 2.41% Ma / AA+ 2.61% 2,012.50 (19,462.28) MA 97.45 341,064.15 1.20% Ma / AA+ 2.58% 1,327.08 (12,012.40) AAA 99.22 322,480.28 1.13% Aaa / AA+ 2.70% 321.61 (1,649.35) AAA 96.82 338,862.65 1.19% Aaa / AA+ 2.72% 173.78 (13,218.85) MA 99.44 348,054.35 1.23% Aaa / AA+ 2.72% 3,354.17 (1,410.42) AAA 96.31 337,096.20 1.18% Ma / AA+ 2.68% 1,397.57 (12,760.60) AAA • 97.62 341,667.90 1.20% Aaa / AA+ 2.77% 1,458.33 (9,542.30) AAA 95.72. 335,022.10 1.17% Aaa / AA+ 2.68% 514.06 (13,485.03) AM 95.55 334,41520 1.17% Aa a / AA+ 2.71% 207.81 (13,641.66) AAA 95.85 335,482.00 1.17% Aaa / AA+ 2.72% 170.14 (1,384.12) AM 97.41 706,224.68 2.48% Aaa / AA+ 2.82% 2,255.56 (21,571.44) AM 1.09 1,06 1.38 1.35 1.39 1,36 1.67 1.62 1.78 1.73 1.81 1.76 2.25 2.18 2.47 2.37 2.47 2.40 2.62 2.49 2.68 2.60 2.78 2.67 2.87 2.79 2.95 2.87 2.96 2.87 3.35 3.20 Chandler Asset Management - CONFIDENTIAL Page 4 Execution Time: 9/4/2018 11:51:25 PM 06/19/2017 354,946.40 96.86 343,870.40 1,21% Aa a / AA+ 1.88% 354,959.82 2.80% 2,699.48 (11,089.42) AAA 02/20/2018 294,376.00 98.25 294,754.50 1.03% Aa a / AA+ 2.75% 295,424.69 2.80% 831.25 (670.19) AAA 3.63 3.42 4.39 4.12 99.71 2.39% 302,581.35 334,127.70 304,127.70 0.00 1.06% P-1 / A-1 0.00 NR 305,000.00 06/14/2013 2.39% 1.06% Aaa / AA 0.00 NR 302,581.35 304,127.70 2.39% 2.39% 304,127.70 0.00 305,000.00 106,889.39 Various 106,889.39 1.30 106,889.39 1.53% 106,889.39 1.53% 0.00 106,889.39 106,889.39 106,889.39 1.53% 106,889.39 1.53% 0.00 350,000.00 06/20/2018 2.34% 350,000.00 2.34% 349,130.89 349,565.45 349,1.30.89 349,565.45 99.93 349,737.50 5,444.44 2.08% 2.08% 349,737.50 5,444A4 0.37% Aaa / AAA 0.00 AAA 0.37% Aaa / AAA 0.00 AAA 1.24% P-1 / A-1 172.05 F-1+ 1.24% Aaa / AA 172.05 AAA , 313560T94 Total Agency FNMA Note 355,000.00 1.875% Due 4/5/2022 - - FNMA Note 300,000.00 2.375% Due 1/1912323 9,270,000.00 Holdings Report As of August 31, 2018 9,306,183.80 1.44% 9,272,868.17 9,081,367.45 31.88% Aaa / AA+ 2.62% 26,742.94 (191,500.72) AAA City of West Covina Consolidated Account #10482 2.05 1.98 313713FDQ1 FHLMC K717 A2 2.991% Due 9/25/2021 Total CM0 .00MIV1ERCIAL.PAPER.:. !!: 62479MKF9 MUFG Bank Ltd/NY Discount CF 2.34% Due 10/15/2018 Total Commercial Paper 150,000.00 01/04/2018 1.91% 152,835,94 152,344.10 150,000.00 1.91% 152,835.94 152,344.10 100.08 150,122.40 0.53% NR/NR 2.91% 373.88 (2,221.70) AAA 150,122.40 0.53% NR/ NR 2.91% 373.88 (2,221.70) AAA 3.07 2.72 3.07 2.72 0.12 0.12 0.12 0.12 0.00 0.00 0.00 0.00 0.20 0.20 0.20 0.20 MONEY MARKET.FUND , , , 31846V203 First American Govt Obligation Fund Total Money Market Fund Fl NEGOTIABLE CD 06371ERK5 Bank of Montreal Chicago Yankee CD 1.75% Due 11/13/2018 Total Negotiable CD Chandler Asset Management- CONFIDENTIAL Page 5 Execution Time: 9/4/2018 15-s1:25 PM City of Wes, Covina Consolidated Holdings maport Account #10482 As of August 31, 2018 R.SUAANATIONIA 459058E80 Intl. Bank Recon & Development Note 1% Due 1015/2018 700,000.00 08/05/2016 0.87% 701,925.00 700,083.06 99.90 2.01% 699,328.70 2,838.88 2.46% Aaa / AAA (754.36) AAA 0.10 0.09 45950KCDO International Finance Corp Note 700,000.00 08/05/2016 715,554.00 99.13 693,924.70 2.45% Aaa / AAA 1.04 45950KCDO International Finance Corp Note 700,000.00 08/05/2016 715,554.00 99.13 693,924.70 2.45% Aaa / AAA 1.04 5,614.58 (11,287.40) NR 1.02 1.75% Due 9/16/2019 1.02% 705,212.10 2.60% 5,614.58 (11,287.40) NR 1.02 1.02% 2.60% 1.75% Due 9/16/2019 705,212.10 98.22 284,845.70 1.00% Aaa / AAA 4581X00X4 Inter-American Dev Bank Note 290,000.00 04/05/2017 289,312.70 98.22 284,845.70 1.00% Aaa / AAA 1.70 290,000.00 04/05/2017 1.70 4581X00X4 Inter-American Dev Bank Note 289,312.70 2.70% 1,426.84 (4,775.47) MA 1.625% Due 5/12/2020 1.70% 289,622.17 2.70% 1,426.84 (4,775.47) MA 1.65 1.65 1.625% Due 5/12/2020 1.70% 289,622.17 98.65 345,270.80 1.22% Aaa JAM 4581)(008 Inter-American Dev Bank Note 350,000.00 08/05/2016 363,261.50 98.65 345,270.80 1.22% Aaa JAM 2.19 350,000.00 08/05/2016 2.19 4581)(008 Inter-American Dev Bank Note 363,261.50 2.76% 2,313.89 (11,556.23) AAA 2.125% Due 11/9/2020 1.21% 356,827.02 2.76% 2,313.89 (11,556.23) AAA 2.11 2.11 1.21% 2.125% Due 11/9/2020 356,827.02 0.74% Aaa / AAA 45950KCM0 international Finance Corp Note 215,000.00 01/18/2018 214,367.90 98.75 212,308.20 0.74% Aaa / AAA 2.41 215,000.00 01/18/2018 2.41 212,308.20 98.75 214,367.90 45950KCM0 international Finance Corp Note (2,186.00) NR 2.25% Due 1/25/2021 2.35% 214,494.20 2.79% 483.75 (2,186.00) NR 2.31 2.31 2.79% 483.75 214,494.20 2.35% 2.25% Due 1/25/2021 95.34 262,180.33 0.92% Ma /AAA 45950KCJ7 International Finance Corp Note 275,000.00 11/09/2016 268,576.00 95.34 262,180.33 0.92% Ma /AAA 2.89 275,000.00 11/09/2016 2.89 268,576.00 45950KCJ7 International Finance Corp Note 2.82% 352.34 (8,870.77) NR 1.125% Due 7/20/2021 1.64% 271,051.10 2.82% 352.34 (8,870.77) NR 2.80 2.80 271,051.10 1.64% 1.125% Due 7/20/2021 97.64 336,844.20 1.18% Ma / NR 4581X0CW6 Inter-American Day Bank Note 345,000.00 01/10/2017 344,575.65 97.64 336,844.20 1.18% Ma / NR 3.39 3.39 345,000.00 01/10/2017 344,575.65 4581X0CW6 Inter-American Day Bank Note 2.86% 875.68 (7,868.79) AAA 3.22 2.125% Due 1/18/2022 2.15% 344,712.99 2.86% 875.68 (7,868.79) AAA 3.22 344,712.99 2.125% Due 1/18/2022 2.15% 2,897,572.75 2,834,703.63 9.97% Aaa J AAA 137 2,897,572.75 2,834,703.63 9.97% Aaa J AAA 137 13,905.96 (47,299.02) AAA 1.51 Total Supranational 2,875,000.00 1.37% 2,882,002.65 2.55% 13,905.96 (47,299.02) AAA 1.51 2,882,002.65 2.55% 2,875,000.00 1.37% Total Supranational 0.77% A2 / A+ 02665WAC5 American Honda Finance Note 217,000.00 07/07/2016 272,192.81 99.98 216,952.69 0.77% A2 / A+ 0.11 0.11 217,000.00 07/07/2016 216,952.69 272,192.81 99.98 02665WAC5 American Honda Finance Note (29429) NR 0.11 2.125% Due 10/10/2018 1.04% 217,246.98 2.31% 1,806.07 (29429) NR 0.11 1,806.07 217,246.98 2.31% 2.125% Due 10/10/2018 1.04% 1.75% A7 / A 24422E5F7 John Deere Capital Corp Note 500,000.00 08/05/2016 510,440.00 99.87 499,355.00 1.75% A7 / A 0.28 0.28 499,355.00 500,000.00 08/05/2016 510,440.00 99.87 24422E5F7 John Deere Capital Corp Note (1,902.68) A 0.28 1.95% Due 12/13/2018 1.04% 501,257.68 2.40% 2,112.50 (1,902.68) A 0.28 2,112.50 2.40% 501,257.68 1.04% 1.95% Due 12/13/2018 0.88% Al / AA- 17275RAR3 Cisco Systems Note 250,000.00 08/16/2016 256,315.00 99.87 249,683.00 0.88% Al / AA- 0.50 0.50 249,683.00 250,000.00 08/16/2016 256,315.00 99.87 17275RAR3 Cisco Systems Note (1,554.03) NR 2.125% Due 3/1/2019 1.11% 251,237.03 2.38% 2,656.25 (1,554.03) NR 0.49 0.49 2,656.25 2.38% 251,237.03 1.11% 2.125% Due 3/1/2019 99.53 249,077.75 0.88% Aaa / M+ 30231GAD4 Exxon Mobil Corp Callable Note Cont 250,000.00 07/18/2016 254,365.00 99.53 249,077.75 0.88% Aaa / M+ 0.54 0.54 250,000.00 07/18/2016 254,365.00 30231GAD4 Exxon Mobil Corp Callable Note Cont 2.51% 2,096.90 (1,802.47) NR 0,53 2/15/2019 1.15% 250,880.22 2.51% 2,096.90 (1,802.47) NR 0,53 250,880.22 1.15% 2/15/2019 1.819% Due 3/15/2019 1.819% Due 3/15/2019 1.76% A2 / AA- 53245713F4 Eli Lilly & Co Note 500,000.00 09/08/2016 509,180.00 99.74 498,678.50 1.76% A2 / AA- 0.54 0.54 500,000.00 09/08/2016 498,678.50 509,180.00 99.74 53245713F4 Eli Lilly & Co Note 4,495.84 (3,282.18) A 0.53 1.95% Due 3/15/2019 1.20% 501,960.68 2.45% 4,495.84 (3,282.18) A 0.53 2.45% 501,960.68 1.20% 1.95% Due 3/15/2019 99.85 499,255.50 1.76% Al / A+ 91159HI-11-16 US Bancorp Callable Note Cont 500,000.00 07/12/2016 512,145,00 99.85 499,255.50 1.76% Al / A+ 0.65 0.65 500,000.00 07/12/2016 512,145,00 91159HI-11-16 US Bancorp Callable Note Cont 2.43% 3,850.00 (3,561.14) AA- 3/25/2019 1.31% 502,826.64 2.43% 3,850.00 (3,561.14) AA- 0.64 0.64 502,826.64 1.31% 3/25/2019 2.2% Due 4/25/2019 2.2% Due 4/25/2019 Chandler Asset Management- CONFIDENTIAL Page 6 Execution Time: 9/4/2018 11:51:25 PM City of West Covina Consolidated Account #10482 Holdings Report As of August 31, 2018 *01,440iri. ' 5949188N3 07/11/2016 1.04% 08/01/2016 257,300.00 99,88 251,757.41 2,27% 409,577,70 98,73 409,868.49 2.49% 1.14% A 514,405.00 504,730.78 08/08/2016 1.33% Various 1.36% 99.63 498,135.00 1.76% Al / A 1,03 2.67% 5,430.36 (6,595.78) AA- 1,00 037833A03 Apple Inc Note 2.1% Due 5/6/2019 Microsoft Note 1,1% Due 818/2019 084664CK5 Berkshire Hathaway Note 1.3% Due 8/15/2019 06406HCW7 Bank of New York Callable Note Cont 8/11/2019 2.3% Due 9/11/2019 249,710.50 0.88% Aal / AA+ 0.68 1,677.08 (2,046.91) NR 0.67 _ 404,774.96 1.42% Aaa /AAA 0.94 288.14 (5,093.53) AM- 0.92 _ 204,801.15 98.80 202,545.74 0.71% Aa2 / AA 0.96 204,936.80 2.58% 118.44 (2,391.06) A+ 0.94 250,000.00 410,000.00 205,000.00 530,000.00 257,177.50 252,504.63 451,363.50 447,612.2.1 99.59 248,977.00 0.88% Al / AA- 1.10 2.63% 2,234.38 (3,527.65) A+ 1.07 98.99 440,526.42 1.55% A3 / A- 1.40 2.99% 1,056.88 (7,085.69) AA- 1.36 254,060.00 251,625.26 150,873,00 150,387.68 513,955.00 506,290.28 89,547.80 89,969.38 247,329.25 0.87% A2 / A- 1.42 462.85 (4,296.01) A+ 1.38 147,792.90 0.52% Al /A# 1.46 116.67 (2,594.78) A+ 1,42 _ _ . .._ 493,957.00 1,74% A2 / A- 1.72 2.98% 3,156.26 (12,333.28) NR 1.66 , . 98.36 88,524.09 0.31% A2 / A 1.76 2.76% 387.00 (1,445.29) A 1.71 - 98.93 2.92% 98,53 2.79% 98.79 391,836.90 98.45 383,964.36 1.35% A3 / A 2.18 391,070.07 3.04% 2,940.17 (7,105,71) A 2.08 68389X.AX3 Oracle Corp Note 250,000.00 08/09/2016 2.25% Due 10/8/2019 1.32% „ 46625HKA7 JP Morgan Chase Callable Note Cont 445,000.00 08/26/2016 12/23/2019 131% 2.25% Due 1/23/2020 94974BGF1 Wells Fargo Corp Note 250,000.00 07/15/2016 2.15% Due 1/30/2020 1.67% 22160KAGO Costco Wholesale Corp Note 150,000.00 11/01/2016 1.75% Due 2/15/2020 1.57% 747525AD5 Qualcomm Inc Note 500,000.00 07/26/2016 2.25% Due 5/20/2020 1.49% 437076804 Home Depot Note 90,000.00 05/24/2017 1.8% Due 6/5/2020 1.82% 00440EAT4 Chubb INA Holdings Inc Callable Note 390,000.00 02/36/2017 Cant 10/3/2020 2.17% 2.3% Due 11/3/2020 44932HA68 IBM Credit Corp Note 250,000.00 02/14/2018 248,662.50 99.13 247,820.75 0.87% Al / A+ 2.44 2.65% Due 2/5/2021 2.84% 248,905.35 3,02% 478.47 (1,084.60) A+ 2.33 0378331358 Apple Inc Callable Note Cont 1/23/2021 250,000.30 08/19/2016 2,25% Due 2/23/2021 1.57% 30231GAV4 Exxon Mobil Corp Callable Note Cont 250,000.00 07/11/2016 2/1/2021 1.43% 2.222% Due 3/1/2021 257,375.00 254,064.32 258,810.00 254,751.46 98.61 246,531.50 0.86% Aal / AA+ 2.83% 125.00 (7,532.82) NR 98.45 246,127.75 0.87% Aaa / AA+ 2.87% 2,777.50 (8,623.71) NR 2.48 2.39 2.50 2.38 06051GFW4 Bank of America Corp Note 250,000.00 03/09/2018 246,192.50 98.44 246,092.50 0.87% AS / A- 2.64 2.625% Due 4/19/2021 3.14% 246,770.51 3.25% 2,406.25 (678.01) A+ 2.50 Chandler Asset Management - CONFIDENTIAL Page 7 Execution Time: 914/2018 1itc.i,:25 FM 97.05 242,522.50 0,85% Al / A 3.09% 1,381.25 (8,960.11) AA- 2.72 2.60 96.92 242,315.25 0.85% 42 I A 3.29% 561.46 (7,667.18) 4+ 0.40% 43 / A- 200.72 AA- 112,657.80 436.72 97.96 3.48% 3.91 3.68 4.38 3.79 0.68% Aaa / AAA 192,725.40 200,000.00 08/26/2016 1.60% 96.36 199,536.00 199,724.12 2.85% 198.06 (6,998.72) 44+ 0.75% Al / A+ (4,028.70) NR 95.65 3.21% 225,000.00 01/25/2017 2.57% 216,153.00 219,249.98 215,221.28 206.25 0.36% Al / A+ 103,013.09 98.11 104,819.40 104,877.26 105,000.00 01/19/2017 2.66% 3.22% 283.28 (1,864.17) AA- 250,000.00 08/26/2016 1.71% 250,000.00 07/25/2017 2.45% 115,000.00 03/23/2018 3.53% 252,750,00 251,582.61 249,977.50 249,982.43 112,205.50 112,457.08 2.94 2.84 2.95 2.84 3.40 3.21 .,...._ „ _ .:AisIREASVR: 912828434 US Treasury Note 1.25% Due 11/30/2018 99.79 2.08% 99.53 74,844.45 238.22 373,227.38 0,26% Aaa / AA+ (238.34) AAA 1.31% Aaa / AA+ 99.34 372,539.25 1.31% Aaa / AA+ 2.43% 1,043.22 (4,850.14) AAA 2.56% 2,086.44 (15,645.90) AAA 98.38 368,920.88 1.29% Aaa / AA+ 2.55% 448.37 (8,516.66) AAA 2.60% Aaa /44+ 740,889.00 98.79 1.29% Aaa / AA+ 366,577.13 97.75 2.58% 1,775.10 (9,636.31) AAA 2.34% 2,053.33 (2,494.52) AAA 75,000.00 07/25/2016 0.80% 375,000.00 12/14/2016 1.33% 375,000.00 07/20/2016 0.84% 750,000.00 07/25/2016 0.96% 375,000.00 08/05/2016 0.91% 375,000.00 08/05/2016 0.92% 75,788.34 75,082.79 377,594.03 375,721.90 383,497.35 377,389.39 766,848.22 756,534.90 380,992.47 377,437.54 377,799.11 376,213.44 0.25 0.25 0.66 0.55 0.83 0.82 1.33 1.30 1.42 1.39 1.58 L55 912828023 US Treasury Note 1.625% Due 4/30/2019 912828W55 US Treasury Note 1.625% Due 6/30/2019 912828895 US Treasury Note 1.625% Due 12/31/2019 912828U1.2 US Treasury Note 1.375% Due 1/31/2020 912828UV0 US Treasury Note 1.125% Due 3/31/2020 City of West. Covina Consolidated Holdings Report Account #10482 As of August 31, 2018 1667648G4 Chevron Corp Callable Note Cant 250,000.00 08/16/2016 255,022.50 97.84 244,590.25 0.86% Aa2 / AA- 2.71 4/15/2021 1.66% 252,866.58 2.93% 1,531.25 (8,276.43) NR 2.59 2.1% Due 5/16/2021 8574774V5 State Street Bank Note 1.95% Due 5/19/2021 594918BP8 Microsoft Callable Note Cont 7/8/21 1.55% Due 8/8/2021 69371RN44 Paccar Financial Corp Note 1.65% Due 8/11/2021 91159H F1P8 US Bancorp Callable Cont 12/23/2021 2.625% Due 1/24/2022 693538FE3 PNC Bank Callable Note Cont 6/28/2022 2.45% Due 7/28/2022 481283AB7 JP Morgan Chase & Co Callable Note 1X 1/15/2022 2.972% Due 1/15/2023 8,161,439.26 7,958,967.73 28.01% Al / A+ 1.55 Total US Corporate 8,052,000.00 1.62% 8,081,393.94 2.76% 45,271.48 (122,426.21) 4+ L49 Chandler Asset Management - CONFIDENTIAL Paee 8 Execution Time: 9/4/2018 11:51:25 PM “L'A :-.1J5 TREASURY; 912828K58 US Treasury Note 1.375% Due 4/30/2020 912828VF4 US Treasury Note 1.375% Due 5/31/2020 912828XM7 US Treasury Note 1.625% Due 7/31/2020 225,000.00 05/27/2017 1.52% 375,000.00 08/05/2016 0.99% 250,000.00 01/24/2018 2.15% 220,535.10 0.78% Aaa / AM- 1.67 1,042.46 (3,945.74) AAA 1.62 367,104.38 1.29% Aaa / AA+ 1.75 1,310.19 (10,366.90) AAA 1.71 1.92 1.87 224,113.06 98.02 224,480.84 2.60% 380,391.88 97.89 377,471.28 2.61% 246,81E41 247,575.89 98.14 245,341.75 0.86% Aaa / AA+ 2.63% 353.26 (2,234.14) AAA City of West Covina Consolidated Account 410482 Holdings Report As of August 31, 2018 9128281.99 US Treasury Note 250,000.00 12/14/2016 246,319,20 97.34 243,339.75 0.86% Aaa / AA+ 2.17 1.375% Due 10/31/2020 1.77% 247,943.85 2.65% 1,158.29 (4,604.10) AAA 2,10 912828N48 US Treasury Note 250,000.00 01/24/2018 246,796.88 97.96 244,892.50 0.86% Ass / AA+ 2.34 1.75% Due 12/31/2020 2.20% 247,451.86 2.66% 748.98 (2,559.36) AAA 2.26 912828N89 US Treasury Note 375,000.00 08/11/2016 1.375% Due 1/31/2021 1.07% 377,733.34 2.67% 912828P87 US Treasury Note 350,000.00 06/27/2017 343,397.66 96.29 1.125% Due 2/28/2021 1.66% 345,514.74 2.57% 912828WN6 US Treasury Note 750,000.00 Various 766,555.25 98.20 2% Due 5/31/2021 1.51% 759,721.11 2.68% _. 2.42 448.37 (13,997.96) MA 2.35 _ 337,025.50 1.18% Ass /M4- 2,50 10.88 (8,489.24) AAA 2.44 736,494.00 2.59% Aaa / AA+ 2.75 3,811.48 (23,227.11) MA 2.64 380,054.97 97.00 363,735.38 1.27% Ass / AA+ 912828576 US Treasury Note 250,000.00 05/30/2017 244,366.07 95.63 239,072.25 1.125% Due 7/31/2021 1.69% 246,061.43 2.69% 244.57 912828G87 US Treasury Note 165,000.00 06/29/2017 167,307.98 98.14 161,931.99 2.125% Due 12/31/2021 1.80% 166,707.48 2.71% 600.25 0.84% Aaa / AM- 2.92 (6,989.18) AAA 2.83 0.57% Aaa / AA+ 3.34 (4,775.49) AAA 3.18 912828V72 US Treasury Note 1.875% Due 1/31/2022 912828J43 US Treasury Note 1.75% Due 2/28/2022 912828)(60 U5 Treasury Note 2.125% Due 6/30/2022 200,000.00 07/25/2017 200,492.86 97.27 194,531.20 0.68% Aaa / AA+ 3.42 1.82% 200,372.78 2.72% 326.09 (5,841.58) AAA 3.27 355,000.00 03/13/2017 348,530.68 96.80 343,656.69 1.20% Aa a / AA+ 3.50 2.14% 350,477.06 2.71% 17.16 (6,820.37) AAA 3.36 -. . 365,000.00 08/15/2017 370,176.81 97.82 357,058.33 1.25% Aaa / AA+ 3.83 1.82% 369,070.41 2.73% 1,327.84 (12,012,08) AAA 3.64 Chandler Asset Management - CONFIDENTIAL Page 9 Execution Time: 9/4/2018 11:51:25 PM City of West Covina Consolidated Account #10482 Holdings Report As of August 31, 2018 .e. „Nalue0 912828N30 US Treasury Note 350,000.00 01/25/2018 344,558.59 97.50 341,263.65 1.20% Aaa / AA+ 4.34 2.125% Due 12/31/2022 2.46% 345,217.61 2.74% 1,273.27 (3,953.96) AAA 4.09 6,872,447.82 6,692,980.56 23.49% Aaa / AA+ 2.23 Total US Treasury 6,835,000.00 1.46% 6,844,179.64 2.61% 20,317.77 (151,199.08) AAA 2.15 29,133,941.37 28,461,400.68 100.00% Aal / AA 1.86 TOTAL PORTFOLIO 28,930,671.97 1.53% 28,978,947.79 2.64% 112,882.56 (517,047.11) AAA 1.74 TOTAL MARKET VALUE PLUS ACCRUED 28,574,283.24 Chandler Asset Management - CONFIDENTIAL Paae 10 Execution Time: 9/4/2018 11:51:25 PM AGENDA ITEM NO. 3 AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: TO: October 16, 2018 Chair and Board Members of the Successor Agency FROM: Chris Freeland Executive Director SUBJECT: SUCCESSOR AGENCY INVESTMENT REPORT FOR THE MONTH ENDED AUGUST 31, 2018 RECOMMENDATION: It is recommended that the Chair and Board Members of the Successor Agency to the former West Covina Redevelopment Agency, receive and file the Investment Report for the month ended August 31, 2018. DISCUSSION: The Investment Report (Attachment No. 1) presents the Successor Agency's cash and investments for the month ended August 31, 2018. This report is in compliance with California Government Code Section 53646 regarding the reporting of detailed infornaation on all securities, investments, and monies of the Successor Agency, as well as, reporting of the market value of the investments held. The Investment Policy of the City of West Covina also applies to the Successor Agency to the former West Covina Redevelopment Agency. All of the investments contained within the portfolio are in full compliance with Government Code Section 53601 and the City's Investment Policy as to the types of investments allowed. The Investment Policy was last revised and adopted by City Council on June 5, 2018. As stated in the attached report, there are sufficient funds to meet the budgeted expenditures over the next six months. The Investment Policy has set primary goals of the portfolio management of safety, liquidity and yield. The Successor Agency's surplus funds are in the Los Angeles County Investment Pool (LACIP) which is completely liquid, as the Successor Agency can withdraw them at any time, At August 31, 2018, the Successor Agency's investment portfolio had a market value of $11,074,207. Marcie Medina Finance Director Joann Gitmed Accounting Consultant Successor Agency Investment Report for the Month Ended July 31, 2018 Page 2 of 2— September 18, 2018 Bond reserves are held and invested by a Trustee. The investment of these funds is governed by an investment policy approved by the City Council as a part of the governing documents for each specific bond issue. At August 31, 2018, the Successor Agency's bond reserves had a market value of $5,581,453. Prepared by: Reviewed and Approved by: ATTACHMENT: Attachment No. 1 — Investment Report ATTACHMENT NO. 1 West Covina Successor Agency Investment Report For the Month Ended August 31, 2018 Description Cash and Cash Equivalents Wells Fargo Checking Account - Successor Agency Wells Fargo Checking Account CFD Los Angeles County investment Pool (LAUF) - Successor Agency Los Angeles County Investment Pool (LAUF') - CFD Total Cash and Cash Equivalents Debt Reserve Funds 1988 Housing Set-Aside Tax Allocation Bonds Series A & B Federal Treasury Obligations 1996 Special Tax Refunding Bonds Wesideutsche Landesbank Girozentraie Investment Agmt income Cash Total Debt Reserve Funds Interest/ Yield to Maturity % of Book Value Market Value Maturity Date Portfolio 166,005 $ 166,005 0.00% 1,00% 39,659 39,659 0.00% nia 0,24% 9,621,348 9,621,348 1.95% nla 57.77% 1,247,195 1,247,195 1.95% nJa 7.49% • $ 11,074,207 $ 11,074,207 $ 401,491 $ 401,491 1.62% nia 2.41% 5,002,670 5,002,670 7.01% 9/112022 30.04% 177,292 177,292 0.00% n/a 1.06% $ 5,581,453 $ 5,581,453 Total Investment Portfolio 16,655,660 $ 16,655,660 100.00% Blended Yield of Cash and Cash Equivalents * 1.92% Benchmarks: LAIF 2.00% LACIP * 1.92% 6mo U.S. Treasufy 2.28% 2yr U.S. Treasury 2.62% 5yr U.S. Treasury 2.74% To ensure timely submission of the Investment 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. The investment portfolio provides sufficient funds to meet the budgeted expenditures over the next six months. This report meets the requirements of Government Code Section 53646. REVIEWED BY: Colleen B. Rozatti, City Treasurer AGENDA ITEMNO. 4 AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: October 16, 2018 TO: FROM: Mayor and City Council Chris Freeland City Manager SUBJECT: SECOND AMENDMENT TO THE RETAINER AGREEMENT FOR CITY ATTORNEY SERVICES RECOMMENDATIONS: It is recommended that the City Council authorize the City Manager to execute the Second Amendment to the Retainer Agreement for City Attorney Services between the City of West Covina and the law firm of Jones & Mayer, appointing Scott Porter City Attorney, and Carmen Vasquez and Ivy Tsai as Assistant City Attorneys. DISCUSSION: The City of West Covina utilizes the legal services of a variety of firms to represent the City on cases ranging from tort litigation, worker's compensation, human resource related matters, bond counsel, Successor Agency, etc. Currently, the City Attorney serves as the legal authority of the City and is responsible for managing any outside law firms serving the City of West Covina. The City Attorney is appointed by the City Council and provides legal counsel and assistance to the City Council, all City Hall Departments, and the various City Commissions and Committees. At the January 21, 2014, City Council meeting, the City Council instructed City staff to prepare a Request for Proposals (RFP) for City Attorney Services. After a thorough review of all the proposals and an interview process, the law firm of Jones & Mayer was selected to serve as the City Attorney for the City of West Covina through August 19, 2017. Attached is a copy of the Retainer Agreement for City Attorney Services Between the City of West Covina and Jones & Mayer (Attachment No. 1). · In March 2017, the City Council extend the contract with Jones and Mayer through August 2019. A copy of the Ffrst Amendment to the Retainer Agreement is attached (Attachment No. 2). Second Amendment to the Retainer Agreement for City Attorney Services Page 2 of 2 -October 2, 2018 At this time, Jones and Mayer is proposing to designate Scott Porter as City Attorney and adding Carmen Vasquez as an Assistant City Attorney for the City of West Covina. Ivy Tsai will remain as an additional Assistant City Attorney for the City of West Covina. OPTIONS: The City Council has the following options available. 1. Approve the Second Amendment to the Retainer Agreement for City Attorney Services between the City of West Covina and the law firm of Jones & Mayer; or 2. Provide alternate direction. FISCAL IMPACT: None. Prepared By: Clu·is Freeland City Manager ATTACHMENTS: Attaclunent No. 1 - Attaclunent No. 2 - Attaclunent No. 3 - Retainer Agreement for City Attorney Services Between the City of West Covina and Jones & Mayer First Amendment to the Retainer Agreement for City Attorney Services Second Amendment to the Retainer Agreement for City Attorney Services RETAINER AGREEMENT FOR CITY ATTORNEY SERVICES CITY OF WEST COVINA ATTACHMENT NO. 1 This Retainer Agreement for City Attorney Services ("Agreement") is made and entered into by and between the LAW OFFICES OF JONES & MA YER ("Jones & Mayer) and the CITY OF WEST COVINA (the "City"), a municipal corporation of the State of California. RECITALS A. Jones & Mayer is a firm in the general practice of law with extensive municipal experience, and is fully able lo carry out the duties described in this Agreement. B. The City desires to contract with Jones & Mayer to provide contract legal services to the City. \ AGREEMENT \. NOW, THEREFORE, in consideration of the mutual terms ·and conditions set forth in this Agreement, Jones & Mayer and the City agree as follows: I. APPOINTMENT OF CONTRACT CITY ATTORNEY A. Kimberly Hall Barlow is hereby designated and appointed as Contract City Attorney ("City Attorney") of the City and shall serve and be compensated as provided by this Agreement. The City Attorney shall process, coordinate, and direct, as necessary, all legal services provided under this Agreement in order to maximize the timeliness and usefulness of the delivery of such services. The City Attorney shall attend all City Council meetings and other meetings, as required, and be available at all reasonable times to the Mayor and City Council, the City Manager, and persons designated by the City Manager, in relationship to all legal services to be furnished by Jones & Mayer under this Agreement. The City Attorney shall also direct and coordinate all internal activities so that all services provided by Jones & Mayer under this Agreement to the City shall be fully competent, professional, consistent, timely, and in accordance with the standards prevalent in the industry. It is expressly understood that the experience, knowledge, capability, and reputation of the designated and appointed City Attorney arc a substantial inducement for the City to enter into this Agreement. The City Attorney shall be responsible during the term of this Agreement for directing all activities of Jones & Mayer on behalf of the City and devoting such time as necessary to personally supervise such services. The primary assignment of the City Attorney shall not be changed by Jones & Mayer without the express approval of the City. B. Ivy M. Tsai, also of Jones & Mayer, is designated and appointed as Contract Assistant City Attorney and shall serve in Kimberly Hall Barlow's absence. C. Code Enforcement Services shall continue to be provided by Jones & Mayer as set forth below. D. All attorneys of Jones & Mayer assigned to perform approved City business shall, at all times while this Agreement is in effect and at their sole cost and expense, be fully qualified and licensed to practice law in the State of California and before all appropriate federal courts and other bodies and tribunals. All attorneys assigned to represent the City must notify the City of any complaints or proposed discipline by the State Bar of California within thirty (30) days of receipt of complaint or proposed discipline. E. The term of this Agreement shall commence on August 19, 2014 and shall continue for three (3) years unless it is terminated or amended. 2. SCOPE OF WORK A. Jones & Mayer agrees to perform all necessary legal services as Contract City Attorney, and shall: 1. Attend all regularly scheduled and special City Council meetings and City Council study sessions. 2. Provide legal services on-site during office hours at City Hall as needed. These hours of on-site service will be at regularly scheduled times made known to all members of the City Council and to all department heads so as to facilit,ate informal, direct access to legal · counsel as necessary. 3. Attend other meetings at City Hall as required by the City Council or the City Manager. 4. Advise the City Council; appointed Commissions, Committees, and Boards; City staff; and other City officials on all legal matters pertaining to City business. 5. Prepare, review, and approve as to form, contracts, agreements, resolutions, ordinances, and all other standard City documents. 6. Prepare such written and oral legal opinions as shall, from time to time, be requested by the City. 7. Perform such other routine legal services as are required, from time to time, by the City Council or the City Manager. 8. Provide in-house training to City staff on issues pertaining to civil liability, personnel and labor, ethics (AB 1234), and other issues as, from time io time, arc identified by and requested by the City Council or the City Manager. 9. Represent the City and the City's officials, officers, and employees in litigation and administrative proceedings as directed by the City Council or the City Manager. 2 I 0. At the request of the City, Jones and Mayer may be asked to provide an estimate of hours and cost to complete a project or task assigned by the City Manager, or designee, or the City Coun9il. 11. Prosecution of West Covina Municipal Code violations shall be provided by Jones & Mayer under this Agreement. The City Prosecutor Martin J. Mayer or Assistant City Prosecutor, Dan J. Peelman or his designee, shall represent the City in all matters related to the prosecution of West Covina Municipal Code violations. Peelman and his designees shall provide those legal services reasonably required to represent City and shall take reasonable steps to keep City informed of progress and to respond to City's inquiries. City understands that Peelman and his designees will be exercising their independent prosecutorial judgment in connection with all code enforcement matters in consultation with City's staff. B. The City specifically reserves the right to retain, at its sole option, other legal counsel for litigation and other specialized legal matters including, but nol limited lo, the activities of the Successor Agency to the West Covina Redevelopment Agency, cable television, solid and hazardous waste, tort litigation, water related matters, and workers' compensation. The City Attomey will supervise outside legal counsel. This reservation of rights does not preclude the City or the Successor Agency from assigning these matters to Jones & Mayer as part of the scope of duties under this Section 2 or requesting recommendations concerning the selection of outside legal counsel. 3. COMPENSATION Jones and Mayer shall be compensated under the terms of this Agreement as follows: A. Basic Services The City shall pay Jones & Mayer $13,125.00 monthly for the first seventy-five (75) hours of basic legal services included in the retainer amount as outlined hereinabove and in Jones & Mayer's Proposal, attached hereto as Exhibit A. Should the time for basic legal services rendered in any given month not reach seventy-five (75) hours, any unused hours or poitions thereof shall be rolled over to the next month's available hours under the monthly retainer. The City shall pay to Jones & Mayer, for non-litigation legal services not included in the retainer amount, the rate of $195 per hour. Paralegal services, for non-litigation legal services not included in the retainer only shall be paid at the rate of $100 per hour. All costs and expenses, except for those as set fo11h in Section 3.E below shall be deemed included in the foregoing hourly billing rates. The retainer shall be prorated for the first paitial month of services provided hereunder. B. Successor Agency Services Successor Agency services are those services which pertain to the dissolution of redevelopment. This includes, but is not limited to, providing analysis, research, and support concerning dissolution of the City's redevelopment agency by providing legal advice to staff, review of all documents generated, and interactions with the California Depaitment of Finance. 3 This also includes attendance at Successor Agency an<:! Oversight Board meetings and any meet and confer conferences that may be necessary. The City shall pay Jones & Mayer for Successor Agency non-litigation services at the rate of$195 for all attorneys, and $100 per hour for law clerk and paralegal services. C. Special and Litigation Services Litigation and special legal services matters approved by the City Manager and/or City Council are not in the monthly retainer amount. Special legal services of an irregular, and typically non-recurring, nature, include all litigation, whether civil or criminal, City, Successor Agency or city utility work of unusual complexity or requiring an extraordinary dedication of attorney time, such as Environmental Impact Reports or other complex envir\:mmental work, initiatives, interagency confl'icts/issues, negotiation and drafting of complex Owner Participation Agreements or Disposition mid Development Agreements, as determined by consultation between the City Attorney and the City Manager/Executive Director or City Council. The City Attorney may not unilaterally designate any matter as a special project. City shall pay to Jones & Mayer for litigation and special legal services $205 per hour. Paralegal services shall be paid at the rate of $100 per hour. All costs and expenses, except for those as set forth in Section 3.E below shall be deemed included in the foregoing hourly billing rates. Upon the sole approval of the City, the City Attorney may contract directly with other legal firms or consultants on an as- needed basis to effectuate the purposes of this agreement. D. Code Enforcement Code enforcement services are not in the monthly retainer amount. City shall pay Jones & Mayer for code enforcement/prosecution services at the rate of $160.00 per hour. Paralegal servic,;:s shall. be paid at the rate of $100 per hour. These rates shall not be subject to Section 3 .F below. , E. Expenses Jones & Mayer shall be reimbursed for direct out-of-pocket expenses actually and necessarily incurred in the course of providing legal services under this Agreement relating to Basic Legal Services and in preparation for and maintaining the prosecution or defense of litigation, including without limitation: court costs, jury fees, service costs, witness fees, deposition costs, reporters' fees, title reports, photographs, diagrams, maps, copy costs for large projects (over 100 pages), and similar expenses. Generally, no more than one attorney's time should be billed for depositions, hearings, motions, case meetings (including intra-firm meetings), etc., unless approved by City Council. It is expected that counsel will appropriately apportion court time (including travel costs) to each case in which counsel is appearing in court if one or rnore matter is handled. Legal research for a particular issue that is over five hours requires pre-approval. When billing for legal research, the entry must reflect a description of the topic researched and its relevance to the effort. A copy of the research memo shall be sent to the City. 4 F. Billing and Rate Increases Jones & Mayer shall provide a monthly billing report indicating actual time spent under the retainer, litigation matters, and additional specialized projects. The foregoing retainer and hourly rates shall remain in full force and effect for two (2) years. Thereafter, the foregoing billing rates shall be adjusted annually ( effective as of the anniversary date of this Agreement commencing in 2016) to reflect any increase in the cost of living based on the Consumer Price Index increase for the prior year utilizing the standard as established by the Bureau of Labor Statistics of the U.S. Department of Labor for all urban consumers in the Los Angeles, Riverside and Orange County areas, or another mutually agreed upon index based on comparable data, should the Consumer Price Index established by the Bureau of Labor Statistics be unavailable, not to exceed 5% per year. G. Monthly Statements Jones & Mayer shall submit statements of all payments due under this Agreement on a monthly basis to the City Manager. All work perfom1ed by Jones & Mayer shall be billed in increments of tenths of an hour. The statement shall be in a fom1 approved by the City, and shall set forth a description of all work performed, the hours worked, the identity of each person performing the work, the rate charged, and any costs or expenses eligible for reimbursement. H. Payment All hours shall be billed by the 15th day of each month following the close of the month for which hours are being provided. Payment for hours shall be due and payable within thirty (30) days of billing, after review and approval by the City Manager. 4. PROHIBITION AGAINST SUBCONTRACTING, DELEGATING OR ASSIGNMENT Jones & Mayer shall not contract with or delegate to any individual or other entity to perform on the City's behalf, in whole or in part, any of the services required under this Agreement without the prior express approval of the City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior express approval of the City. 5. CONFLICT OF INTEREST Jones & Mayer shall at all times avoid conflicts of interest in the performance of this Agreement. In the event that a conflict arises, Jones & Mayer shall immediately notify City. Within thirty (30) days following execution of this Agreement, Jones & Mayer shall file a conflict of interest disclosure statement setting forth any information related to potential conflicts of interest to the extent such disclosure is required by law, including City's adopted conflict of interest code. 5 6. INDEPENDENT CONTRACTOR Jones & Mayer shall perfonn all services required under this Agreement as an independent contractor of the City, and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Jones & Mayer shall not at any time or in any manner represent that it or any of its employees or agents are City employees. 7. DISPUTE RESOLUTION If any dispute or disagreement arises between the City and Jones & Mayer as to any matter relating to this Agreement, including but not limited to the scope of services, the performance of the respective responsibilities of the City and Jones & Mayer, the quality of the services rendered, and the billing of such services, the City and Jones & Mayer agree to confer and attempt to resolve the matter informally. If the paities cannot agree, they agree that they will refer the dispute for resolution to mediation to the fullest extent permitted by law. The parties are aware that mediation is a voluntary process and pledge to cooperate fully and fairly with the mediator in an attempt to reach a mutually satisfactory compromise of any dispute or disagreement. The mediator shall be chosen by mutual agreement of the parties, and mediation shall commence within thirty (30) days of either party's written request to the other for mediation. Any agreement reached by the mediation shall be reduced to writing, be signed by the parties, and be binding on them. This provision for mediation is an effort to protect, preserve, and respect the requisites of a productive attorney-client relationship, but shall be without prejudice to either party pursuing its other lawful remedies. 8. INSURANCE AND INDEMNIFICATION A. Insurance I. Jones & Mayer shall prncure and maintain, at its cost: a. Commercial General Liability insurance with limits not less than $ I million per occurrence. Such insurance shall designate City, its elected and appointed officials, employees, and volunteers as additional insureds. Such insurance shall be primary and not contribute with any insurance or self-insurance maintained by City. b. Business automobile liability insurance with limits not less than $1 million per occurrence. Such insurance shall include coverage for owned, non- owned, and hired automobiles. c. Professional liability insurance with limits not less than $2,000,000 per occurrence. d. Workers' compensation insurance as required by California law and Employer's Liability insurance with limits not less than $1 million per accident for bodily injury or disease. The workers' compensation 6 insurance shall contain an endorsement stating the insurer waives any right of subrogation against City, its elected and appointed officials, employees and volunteers. 2. All such policies shall provide City 30 days' notice of cancellation. Self- insured retentions must be declared and approved by City. 3. Prior to commencement of work, and throughout the term of this Agreement, Jones & Mayer shall furnish City with certificates evidencing compliance with the insurance requirements above. Jones & Mayer agrees to provide complete, certified copies of all required insurance policies if requested by the City. 4. Insurance shall be placed with insurers that maintain an A.M. Best rating of A-, VII or better, or otherwise meet the written approval of the City. 5. The Contractor shall ensure that subcontractors maintain insurance that complies with the requirements stated herein. B. Indemnification Jones & Mayer shall defend, indemnify, and hold harmless the City, and its officers and employees, from and against any and all actions, suits, proceedings, claims, demands, losses, costs and expenses, including legal costs and attorneys' fees, for injury to person(s) or damages to property (including prope1ty owned by the City), and for errors and omissions committed by Jones & Mayer, its officers, employees, and agents, arising out of or relating to Jones & Mayer's performance under this Agreement, except where such iltjury, damage, error(s) or omission(s) may be caused by City's sole negligence, active negligence, or willful misconduct or that of the City's officers or employees. 9. RECORDS AND REPORTS A. Records Jones & Mayer shall keep such books and records as shall be necessary to perfo1m the services required by this Agreement and to enable the City to evaluate the performance of the required services. The City shall have full and free access to such books and records that deal specifically with the services performed by Jones & Mayer for City at all reasonable times, including the right to inspect, copy, audit, and make summaries and transcripts from such records. B. Ownership of Documents All reports, records, documents, and other materials prepared by Jones & Mayer, its employees and agents in the performance of this Agreement shall be the property of the City and 7 shall be delivered to the City upon request by the City or upon termination of this Agreement. Jones & Mayer shall have no claim for further or additional compensation as a result of the exercise by the City of its full rights of ownership of the documents and material hereunder. Jones & Mayer may retain copies of such documents for its own use. C. Release of Documents No report, record, document, cir other material prepared by Jones & Mayer in the performance of services under this Agreement shall be released publicly without prior written approval of the City, except as may be required by law. 10. NONDISCRIMINATION Jones & Mayer pledges there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual or gender orientation, national origin, or ancestry in the performance of services under this Agreement. 11. TERMINATION A. Termination by City Jones & Mayer shall at all times serve under the terms of this Agreement at the pleasure of the City Council, and the City Council hereby reserves the right to terminate this Agreement at will, with or without cause, by providing written notice to Jones & Mayer. Upon receipt of any notice of termination, Jones & Mayer shall cease all services under this Agreement except as may be specifically approved by the City. At that time, all further obligations of the City to pay Jones & Mayer for services rendered under this Agreement shall thereupon cease, except as set forth in Section 12.C below; provided, however, that the City shall be obliged to pay for all services, costs, and expenditures lawfully incun-ed by Jones & Mayer prior to the effective date of such termination, or subsequent to the date of termination at the direction of City. B. Tennination by Jones & Mayer Jones & Mayer reserves the right to tenninate this Agreement by giving ninety (90) days' advance written notice to City. C. Mutual Obligations upon Termination by Either Party In the event of te1mination of this Agreement by either party, Jones & Mayer shall cooperate with the City in transferring the files and assignments to the City Clerk or other person designated. by City pending the hiring of another City Attorney. Jones & Mayer shall be compensated at the hourly rates set fotth in Section 3 of this Agreement should Jones & Mayer be called upon to perform any services after the effective date of termination, including the transfer of files and assignments. 8 12. NOTICES Notices regarding this Agreement shall be given in writing to the parties at the following addresses: City Manager City of West Covina The City of West Covina City Hall 1444 West Garvey Avenue South West Covina, CA 91790 Jones & Mayer 3777 North Harbor Boulevard Fulle1ion, CA 92835 13. AMENDMENT OF AGREEMENT This Agreement contains all of the agreements of Jones & Mayer and the City. This Agreement may be amended at any time by mutual consent of the parties by an instrument in writing. 1N WITNESS WHEREOF, the dulY,JtUthorized represent<J.fiives ofJhe parties have executed this Agreement in duplicate the /f'B-day of UyJ Q,f T , 2014. CITY OF WEST COVINA Municipal Corporation of the State of California 9 FIRST AMENDMENT TO RETAINER AGREEMENT FOR CITY ATTORNEY SERVICES CITY OF WEST COVINA ATTACHMENT NO. 2 This First Amendment to the Agreement dated August 18, 2014, hetween the CITY OF WEST COVINA, a municipal corporation, hereinafter referred lo as "City" and, LAW OFFICES OF JONES & MA YER, a law firm, hereinafter reJ5rred to as "Jones & Mayer" ("Original Agreement") is made and entered into as ofJl~arch, 2017. In consideration of the mutual promises and covenants contained herein, the parties hereto mutually agree as follow: SECTION I. RECITALS. This Agreement is made and entered into with respect to the following facts: , WHEREAS, the Original Agreement had an expiration date of August 19,2017. WHEREAS, the City and Consultant desire to extend the term of the Agreement for an additional two (2) years. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties herehy agree as follows: 1. The Term of the Agreement, as set forth in Paragraph IE of the Original Agreement shall he extended for an additional term of two (2) years, to August 19, 2019. 2. Paragraph 11 of the Original Agreement shall he revised to read as follows: Prosecution of West Covina Municipal Code violations shall he provided by Jones & Mayer under this Agreement. The City Prosecutor Gregory P. Palmer or his designee, shall represent the City in all matters related to the prosecution of West Covina Municipal Code violations. Palmer and his designees shall provide those legal services reasonahly required to represent City and shall take reasonahle steps to keep City informed of progress and to respond to City's inquiries. City understands that Palmer and his designees will be exercising their independent prosecutorial judgment in connection with all code enforcement matters in consultation with City's staff. 3. Except as herein amended, the terms and conditions of the Original Agreement, executed on August 18, 2014 shall remain in full force and effect IN WITNESS WHEREOF, City and Contractor have executed this foirst Amendment as of the date set fortq above. CITY OF WEST COVINA C?o~ CHRIS FREELAND, Cfty Manager SECOND AMENDMENT TO RETAINER AGREEMENT FOR CITY ATTORNEY SERVICES CITY OF WEST COVINA ATTACHMENT NO. 3 This Second Amendment to the Agreement dated August 18, 2014, between the CITY OF WEST COVINA, a municipal corporation, hereinafter referred to as "City" and, LAW OFFICES OF JONES & MA YER, a law firm, hereinafter referred to as "Jones & Mayer" ("Original Agreement") is made and entered into as of2"d October, 2018. In consideration of the mutual promises and covenants contained herein, the parties hereto mutually agree as follow: SECTION 1. RECITALS. This Second Amendment to Agreement is made and entered into with respect to the following facts: WHEREAS, the Original Agreement had an expiration date of August 19, 2017. WHEREAS, the City and Consultant previously entered into an amendment to extend the term of the Agreement for an additional two (2) years, to August 19, 2019. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1. Paragraph 1 A. and 1 B. of the Original Agreement shall be revised to read as follows: 1. APPOINTMENT OF CONTRACT CITY ATTORNEY A. Scott E. Pmier is hereby designated and appointed as Contract City Attorney ("City Attorney") of the City effective as of November 20, 2018, and shall serve and be compensated as provided by this Agreement. The City Attorney shall process, coordinate, and direct, as necessary, all legal services provided under this Agreement in order to maximize the timeliness and usefulness of the delivery of such services. The City Attorney shall attend all City Council meetings and other meetings, as required, and be available at all reasonable times to the Mayor and City Council, the City Manager, and persons designated by the City Manager, in relationship to all legal services to be furnished by Jones & Mayer under this Agreement. The City Attorney shall also direct and coordinate all internal activities so that all services provided by Jones & Mayer under this Agreement to the City shall be fully competent, professional, consistent, timely, and in accordance with the standards prevalent in the industry. It is expressly understood that the experience, knowledge, capability, and reputation of the designated and appointed City Attorney are a substantial inducement for the City to enter into this Agreement. The City Attorney shall be responsible during the term of this Agreement for directing all activities of Jones & Mayer on behalf of the City and devoting such time as necessary to personally supervise such services. The primary assignment of the City Attorney shall not be changed by Jones & Mayer without the express approval of the City. B. Ivy M. Tsai and Carmen Vasquez, also of Jones & Mayer, are designated and appointed as Contract Assistant City Attorneys and shall serve in Scott E. Pmier's absence. 2. Except as herein amended, the terms and conditions of the Original Agreement, executed on August 18, 2014 and amended on March 7, 201 7, shall remain in full force and effect. IN WITNESS WHEREOF, City and Contractor have executed this Second Amendment as of the date set fotih above. CITY OF WEST COVINA CHRIS FREELAND, City Manager ATTEST: ROSALIA BUTLER, ASSISTANT CITY CLERK JONES & MA YER By: RICHARD D. JONES AGENDA ITEMNO. 5 AGENDA STAFF REPORT City of West Covina J Office of the City Manager DATE: October 16, 2018 TO: FROM: Mayor and City Council Chris Freeland City Manager SUBJECT: OPTION AGREEMENT REVISION REGARDING ADDITIONAL ADVANCE FROM CITRUS VALLEY HEALTH PARTNERS, INC. RECOMMENDATION: It is recommended that the City Council approve an Amendment to Option Agreement with Citrus Valley Health Partners (CVHP) for purchase of Sunset Field to obtain an additional loan/advance in the amount of$500,000 to fund purchases made to expand the City's parkland. BACKGROUND: At its April 19, 2016 City Council Meeting, the City Council adopted Resolution No. 2016-34 declaring that the public interest or convenience requires the discontinuance of Sunset Field as a public park and the City Council's intent to call a special election to submit the question of discontinuance to the voters. The City Council held a public hearing on June 7, 2016. No written protests were received regarding the proposed discontinuance of use of Sunset Field. On June 21, 2016, the Council adopted Ordinance 2297 to call the election to submit the question to the voters, as well as accompanying resolutions. The measure was approved by voters at the November 8, 2016 Election. CVHP agreed to purchase the propetiy at $3.9 million, based upon an appraisal of the property that it conducted. The City of West Covina conducted its own independent appraisal, which valued the property at $2.8 million for commercial land use and $4.9 million for residential land use. Based on the City's appraisal, CVHP's offer is greater than the City's appraised value for the intended use of the propetiy (office medical). In August 2016, the City Council approved an Option Agreement to allow Sunset Field to be purchased by Citrus Valley Health Partners-Queen of the Valley Hospital (CVHP) for a hospital expansion. That Agreement included a Five Hundred Thousand Dollar ($500,000) loan/advance to the City against the purchase price in order to allow the City to purchase some additional parkland. Using proceeds from that advance, the City purchased 0.8 acres of property adjacent to Advance of Funds from CVHP Page 2 of 2 -October 2, 20 18 Cameron Park. The City recently purchased 0.23 acres of property adjacent to Palmview Park. In the past two years, the City has expended $1.5 million towards expansion of City parkland. The proposed hospital expansion project and the final sale of the property to CVHP are cunently under environmental review, which is anticipated to be completed in May 2019. In the meantime, Sunset Field is being leased to CVHP. This advance would bring the total to $1,000,000 in payments to the City, which will be credited towards the final purchase price. Proceeds may only be used to acquire and improve new parkland in the City. OPTIONS: The City Council has the following options: 1. Approve staffs recommendation; or 2. Provide alternative direction. FISCAL IMPACT: The additional $500,000 advance against the purchase price of the property will be placed in the New Park Acquisition Fund. These funds will be used to reimburse the City's General Fund for purchases made to expand parkland in West Covina. If for any reasons, the sale does not go through, the City would be required to repay the loan without interest within 30 days after CVHP's demand for repayment. Prepared by: Approved Via Email Kimberly Hall Barlow City Attorney ATTACHMENT: Attachment No. 1 -First Amendment to Option Agreement ATTACHMENT NO. 1 FIRST AMENDMENT TO OPTION AGREEMENT THIS FIRST AMENDMENT TO OPTION AGREEMENT ("First Amendment") is made by and between the CITY OF WEST COVINA, a municipal corporation (the "City"), and CITRUS VALLEY HEALTH PARTNERS, INC., a California nonprofit public benefit corporation ("CVHP"). This First Amendment is dated as of , 2018 (the "Effective Date"). The City and CVHP are individually referred to herein as a "Party" and collectively as the "Parties." RECITALS WHEREAS, the City and CVHP previously entered into an Option Agreement ("the Agreement"), effective September 13, 2016, for CVHP to purchase City owned real property located in the City of West Covina, State of California and identified as Assessor Parcel No. 8468-016-910 (no official address) and commonly referred to as "Sunset Field" Park (the "Property"), which is adjacent to CVHP's Hospital. WHEREAS, as part of the Option Agreement, CVHP agreed to loan funds to the City in the amount requested by City, up to Five Hundred Thousand Dollars ($500,000) (the "Loan"), so that the City could purchase the Replacement Park Property and the Loan to the City was a part of the consideration for the "Option" granted pursuant to the Agreement. WHEREAS, the City has requested CVHP loan an additional Five Hundred Thousand Dollars ($500,000) (the "Additional Loan") to the City for purchase additional park property. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. In addition to the Loan and other consideration provided for in Paragraph 3.1 of the Agreement, CVHP agrees to make the Additional Loan to City on the following terms: CVHP shall advance the Additional Loan funds to the City, no later than 10 business days following the latter to occur of(i) mutual execution of this First Amendment, (ii) CVHP's receipt ofa revised or additional promissory note in the form attached to the Agreement as Exhibit B evidencing the City's obligation to repay the Loan and the Additional Loan (the "Promissory Note") duly executed by the City's designee. If the Option is exercised, the total amount of the Loan and the Additional Loan shall be credited against the purchase price of the Property. If CVHP does not exercise the Option, the Additional Consideration may be retained by the City, but the City's obligation to repay the Loan and Additional Loan, as evidenced by the Promissory Note(s), shall remain in full force and effect and shall not be waived. 2. Except as expressly modified herein, all provisions of the Agreement remain in full force and effect. [SIGNATURE PAGE FOLLOWS] IN WITNESS WI-IEREOF, this Agreement has been executed and delivered in the manner prescribed by law as of the date first written above. Attest of City Clerk: Nicholas S. Lewis City Clerk Date: --------- 2 City: CITY OF WEST COVINA, a municipal corporation By:------------ Name: Chris Freeland Its: City Manager CVHP: CITRUS VALLEY HEAL TH PARTNERS, INC., a California nonprofit public benefit corporation By:------------ Name: Robert H. Curry Its: President/CEO West Covina, California $500,000.00 PROMISSORY NOTE October 16, 2018 For value received, CITY OF WEST COVINA, a municipal corporation ("City"), promises to pay to the order of CITRUS VALLEY HEALTH PARTNERS, INC., a California nonprofit public benefit corporation ("Lender"") at 210 West San Bernardino Road, Covina, California, Attention: Chief Financial Officer the principal sum of Five Hundred Thousand Dollars ($500,000.00)] (the "Principal"), without interest, from the date hereof in accordance with this promissory note (this "Note") as follows: 1. Interest. The outstanding Principal balance shall not accrue interest unless not paid in full as required herein on or before the Maturity Date and except as provided in Paragraph 13 hereof. 2. Repayment. City agrees to pay to Lender the full Principal amount on or before either (i) thirty (30) days following demand therefor made by CVHP to the City in writing, or ____ ~ whichever occurs later (the "Maturity Date") (except in the event accelerated payment is required in connection with an acceleration default pursuant to Section 12 below) in lawful money of the United States of America in immediately available funds. City shall pay all amounts to Lender at the address set forth above, unless otherwise specified in writing by Lender. Notwithstanding the foregoing, if Lender acquires the Property from City as contemplated by the Agreement (as defined below), then the full principal amount shall be credited to Lender against the purchase price payable by Lender for the Property. The Parties agree that this Note represents an additional advance as provided in the First Amendment to Option Agreement, of even date herewith, and is in addition to the amount due pursuant to the Note dated September 13, 2016. 3. Application of Payments. Lender shall apply all payments received from City pursuant to this Note first to the outstanding Principal, and second to any default interest or late charges. 4. Prepayment. City shall have the right at any time to prepay the outstanding Principal amount in whole or in part without penalty. Any partial prepayment shall be applied as provided in Section 3 hereof and shall not postpone the final Maturity Date under this Note. 5. Limits. Notwithstanding any other provision, all interest and fees shall be limited to the maximum rate permitted by law. 6. No Waiver. No delay or omission on the part of Lender in exercising any right under this Note shall operate as a waiver of such right or of any other right under California law, this Note or under any other document or instrument executed or delivered in connection with this Note. No waiver by Lender of any of its rights or of any breach, default, or failure of condition under this Note shall be effective, unless the waiver is expressly stated in a writing signed by Lender. 2018 Promissory Note Promissory Note -Page 1 7. Construction and Forum. This Note shall be governed by and construed in accordance with the laws of the State of California. Any action concerning this Note and the indebtedness evidenced hereby shall be brought in any court of competent jurisdiction located in the County of Los Angeles, California. 8. Assignment. This Note inures to and binds the heirs, legal representatives, successors, and assigns of City and Lender, and assignment shall not release the assignor from its obligations hereunder. Neither party may assign this Note without the prior written consent of the other Party; provided, however, that CVHP shall have the right, without first obtaining the consent of the City, to assign this Note to (a) its affiliates; (b) any entity resulting from a merger or consolidation of CVHP with any organization; (c) any entity acquiring all or substantially all of the business or assets of CVHP; (d) any entity succeeding to the business and assets of CVHP; or (e) any entity which controls, or is controlled by, is under common control with CVHP. 9. Time of Essence. Time is of the essence in this Note. 10. Written Amendment. Neither this Note nor any of the terms of this Note, including the provisions of this Section, may be terminated, amended, supplemented, waived or modified except by an instrument in writing executed by the party against which enforcement of the termination, amendment, supplement, waiver or modification is sought. 11. Attorneys' Fees. City agrees to reimburse the holder of this Note for all costs of collection or enforcement of this Note, whether or not suit is filed (including, but not limited to, reasonable attorney fees and expenses), incurred by the holder. 12. Acceleration. The following events shall constitute an "Event of Default" hereunder: (a) City's failure to pay the Principal and any accrued Interest or other sum when due and payable under this Note (whether by extension, acceleration, or otherwise); (b) City's material breach of the Option Agreement dated September 13, 2016 between City and Lender, as amended on October 16, 2018 and/or the subsequent Purchase Agreement entered into by Lender and City in connection therewith (as applicable, the "Agreement"); (c) the filing of bankruptcy proceedings involving the City as a debtor, or the application for the appointment of a receiver for the City; (d) City's uncured material breach of any other promise or obligation in this Note. In the event of any such Event of Default, Lender may, at its option, declare this Note due and payable immediately regardless of the Maturity Date. 2018 Promissory Note Promissory Note -Page 2 13. Default Interest. So long as any Event of Default exists hereunder, regardless of whether or not there has been an acceleration of the indebtedness evidenced hereby, and at all times after maturity of the indebtedness evidenced hereby (whether by acceleration or otherwise), at Lender's option, interest shall accrue on the outstanding principal balance and all other sums due under this Note at a fixed rate of one percent (1%) per annum, or if such increased rate of interest may not be contracted for, charged, or collected under applicable law, then at the maximum rate of interest, if, any, which may be imposed as a matter of law. 14. Waiver. City, endorsers, and all other persons liable or to become liable on this Note waive diligence, presentment, protest, and demand, notice of protest, demand, and dishonor. 15. Severability. If any provision of this Note, or the application of it to any party or circumstance, is held void, invalid, or unenforceable by a court of competent jurisdiction, the remainder of this Note, and the application of such provision to other parties or circumstances, shall not be affected thereby, the provisions of this Note being severable in any such instance. [Signature page follows] 2018 Promissory Note Promissory Note -Page 3 {Signature Page to Promissory Note] IN WITNESS WHEREOF, City has executed and delivered this Note as of ____ ~ 2018. Attest of City Clerk: Nicholas S. Lewis City Clerk Date: ________ _ 2018 Promissory Note City: CITY OF WEST COVINA, a municipal corporation By: _________ _ Name: Chris Freeland Its: City Manager Promissory Note -Page 4 AGENDA STAFF REPORT City of West Covina | Office of the City Manager DATE: October 16, 2018 TO: Chair and Board Members of the Successor Agency FROM: Chris Freeland Executive Director SUBJECT: SUCCESSOR AGENCY TO THE CITY OF WEST COVINA REDEVELOPMENT AGENCY RENEWAL OF PROFESSIONAL SERVICES AGREEMENT WITH RINCON ENVIRONMENTAL, LLC RECOMMENDATION: It is recommended that the City Council, acting as the Successor Agency to the former West Covina Redevelopment Agency, authorize the Executive Director to execute the 2nd one-year renewal and any subsequent renewals to, and as provided in, the Professional Services Agreement (Agreement) with Rincon Environmental, LLC (Rincon) in the amount not-to-exceed $30,000 annually to provide regulatory compliance services for the Successor Agency properties located at the BKK Landfill. BACKGROUND: The BKK Class III Landfill solid waste facility, located at 2210 S. Azusa Avenue, was closed in 2008 and is currently undergoing a Post Closure Maintenance Plan, including a Proactive Monitoring Program under the authority of the California Department of Resources Recycling and Recovery (CalRecycle). Formerly called the California Integrated Waste Management Board, CalRecycle is now the State Agency that oversees waste diversion and recycling, ensures facilities are operating according to State regulations, and oversees the Local Enforcement Agency (LEA). LEAs are the agencies tasked with the responsibility of ensuring the correct operation and closure of solid waste facilities in the State and reporting the monitoring and compliance to CalRecycle. The LEA program is the City of West Covina’s Waste Management Enforcement Agency, certified by the City. The responsibility of the LEA is the oversight and implementation of the Class III Final Closure construction activities and Post-Closure maintenance and monitoring activities, ensuring compliance with State regulations. The LEA is responsible for facility permits and inspection programs. AGENDA ITEM NO. 6 Contract Renewal Agreement with Rincon Environmental, LLC Page 2 of 3 – October 16, 2018 Rincon has been providing LEA regulatory compliance services on behalf of the Successor Agency since 2013, and for the City since 2008. On July 5, 2016, the Successor Agency executed the Agreement with Rincon to provide regulatory compliance services for Successor Agency properties located at the BKK Landfill in an amount not-to-exceed $30,000. The initial term of the Agreement expired June 30, 2017. Pursuant to Section 4.1 of the Agreement, it allows for three (3) successive one (1) year renewals. On July 5, 2017, the Successor Agency approved the 1st Renewal, extending the term of the Agreement from July 1, 2017 to June 30, 2018. DISCUSSION: The term of the existing agreement with Rincon expired on June 30, 2018. As the Successor Agency currently retains ownership of three properties (Water Tank and AAA Pad assets), the Successor Agency still requires the services of Rincon. Rincon will continue to provide routine landfill inspections, landfill enforcement compliance activity, responding to public inquires, and submission of inspection reports. The Agreement includes two (2) monthly inspections (up to 5 hours each inspection) and 73 additional hours for compliance reporting. Staff is recommending that the Successor Agency approve the second one (1) year renewal with Rincon in the amount not-to-exceed $30,000 for regulatory compliance services. All other terms, conditions, and provisions of the Agreement, will remain in effect. COUNCIL GOALS & OBJECTIVES: This item supports the 2017-2018 City Council Goal of Optimize Developable Land for the Brownfields (BKK) Land. LEGAL REVIEW: The City Attorney’s Office has reviewed the attached documents and approves them as to form. OPTION(S): The City Council has the following options: 1) Approve Staff’s recommendation; or 2) Not award a contract renewal at this time and direct staff to send out a Request for Proposals for these services. With this option, the Successor Agency will continue to utilize the services of Rincon Environmental, LLC on a month-to-month basis until a new contract is awarded. Contract Renewal Agreement with Rincon Environmental, LLC Page 3 of 3 — October 16, 2018 FISCAL IMPACT: Rincon will provide LEA regulatory compliance services in the amount not-to-exceed $30,000. This renewal, along with the original contract, will total $90,000 for both agreements with Rincon. As the work is specific to the Successor Agency properties, funding will come from the Redevelopment Property Tax Trust Fund. Department of Finance approved a maximum of $30,000 for the LEA agreement in the Recognized Obligation Payment Schedule (ROPS) for Fiscal Year 2018-19, line item No. 67. Prepared by: PauTiriEMora Economic Deverdriment & Housing Manager Additional Approval: Approved via Email Kimberly Hall Barlow City Attorney ATTACHMENTS: Attachment No. 1 — Professional Services Agreement with Rincon Environmental, LLC Attachment No. 2 — Renewal No. 2, Professional Services Agreement with Rincon Environmental, LLC ATTACHMENT NO. 1 (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 Agreement. Consultant acknowledges that the Successor Agency 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 the Successor Agency. 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 the Successor Agency. Successor Agency shall grant such authorization if disclosure is required by law. All Successor Agency data shall be returned to the Successor Agency 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 Successor Agency 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 Successor Agency of such trade secret. The Successor Agency will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The Successor Agency 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. 2.0. 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"). 2 Consultant's total compensation shall not exceed Thirty Thousand Dollars ($30,000). 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 thet, 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 Successor Agency request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", 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 Successor Agency Executive Director is authorized to approve a Change Order for such additional services. 2.3. Method of Billing. Consultant may submit invoices to the Successor Agency 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 The Successor Agency's sole satisfaction. Successor Agency shall pay Consultant's invoice within forty-five (45) days from the date Successor Agency 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 Successor Agency for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date. 2.5. Redevelopment Dissolution. Consultant acknowledges and understands that, under the Health & Safety Code, Successor Agency's ability to pay any compensation to Consultant may be subject to approvals of the Successor Agency's Oversight Board, the California Department of Finance, and other relevant public agencies ("Dissolution Approvals"). Conslutant acknowledges and understands that the Successor Agency may not be able to obtain Dissolution Approvals and that the Successor Agency has no control over whether the Dissolution Approvals can be obtained. Consultant shall not be entitled to any compensation for any services rendered under this Agreement if Dissolution Approvals are not granted. Consultant agrees that Consultant shall not bring any claim or complaint against the Successor Agency or the City of West Covina in relation to the Dissolution Approvals. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence on July 5, 2016 the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by Successor Agency. 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 3 . 4 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 Successor Agency and the Consultant. The Consultant shall present documentation satisfactory to the Successor Agency to substantiate any request for a time extension. 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue until June 30, 2017. The itinital term of this Agreement shall be for one (1) year. Upon mutal written agreement of the Parties, the Initial Term may be extended for up to three (3) successgive one (1) year terms, each a “Renewal Term”. 4.2. Notice of Termination. The Successor Agency 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 Succressor Agency. If the Successor Agency 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 Successor Agency 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 Successor Agency 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, Successor Agency 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. 4.4. 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 Successor Agency within ten (10) days of the effective date of the notice of termination, at no cost to Successor Agency. 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 Successor Agency, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the Successor Agency 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 Successor Agency, the Consultant shall file with the Successor Agency 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 5 duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Successor Agency before execution of this Agreement by the Successor Agency. The Successor Agency, 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. (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 Successor Agency of the West Covina Redevelopment Agency and the City of West Covina and their respective 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 Successor Agency; 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 suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to the Sucessor Agency." (c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the Successor Agency of the West Covina Redevelopment Agency and the City of West Covina, their respective officers, officials, agents, employees, and volunteers. Any other insurance maintained by the Successor Agency or 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 Successor Agency or the City of West Covina, their respective 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 the Sucessor Agency. 5.4. Certificates of Insurance. Consultant shall provide to Successor Agency 6 certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by the Sucessor Agency, 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. 6.0. 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 Successor Agency Executive Director or his or her designee shall be the representative of Successor Agency for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the Successor Agency, 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 Steve Samaniego, who shall coordinate directly with Successor Agency. 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: Rincon Environmental, LLC 22505 Lark Spring Terrace Diamond Bar, CA 91765 Attn: Steve Samaniego Tel: (909) 964-2628 Fax: (909) 503-0787 Email:stevesamaniego@gmail.com IF TO THE SUCCESSOR AGENCY: City of West Covina Successor Agency 1444 West Garvey Ave. South Rm: 218 West Covina, CA 91790 Attn: Paulina Morales Tel: (626) 939-8417 Fax: (626) 939-8665 Email:paulina.morales@westcovina.org 6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection 7 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 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 Sucessor Agency'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 Sucessor Agency'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 Sucessory Agency and the City of West Covina, their respective 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 Sucessor Agency and the City of West Covina, their respective elected and appointed officials, officers, agents and employees arising out of 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 Sucessor Agency and the City of West Covina, their respective 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 Successor Agency and the City of West Covina for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the Sucessor Agency or the City of West Covina. This provision shall supersede and replace all other indemnity provisions contained either in the Sucessor Agency'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 Sucessor Agency. Consultant shall have no power to incur any debt, obligation, or liability on behalf of Successor Agency or otherwise act on behalf of Successor Agency as an agent. Neither Successor Agency 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 the Sucessor Agency. 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 8 performed hereunder. Consultant shall indemnify and hold Successor Agency harmless from any and all taxes, assessments, penalties, and interest asserted against the Successor Agency by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold Successor Agency harmless from any failure of Consultant to comply with the applicable worker's compensation laws. Successor Agency shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to Successor Agency from Consultant as a result of Consultant's failure to promptly pay to Successor Agency 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 Sucessor Agency, Consultant shall indemnify, defend, and hold harmless Successor Agency 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 Sucessor Agency. 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 Successor Agency, including but not limited to eligibility to enroll in PERS as an employee of Successor Agency and entitlement to any contribution to be paid by Successor Agency for employer contribution and/or employee contributions for PERS benefits. 6.11. Cooperation. In the event any claim or action is brought against the Successor Agency relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which Successor Agency 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 the Sucessor Agency. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of the Sucessor Agency. 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 Successor Agency and without liability or legal exposure to Consultant. Successor Agency shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from Sucessor Agency'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 Successor Agency 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 Successor Agency or its authorized representative, at no additional cost to the Sucessor Agency. 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 Successor Agency hereunder, Consultant is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the Successor Agency 9 Secretary, for each employee providing advise under this Agreement, prior to the commencement of work, unless waived by the Successor Agency Executive Director. 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 the Successor Agency or City of West Covina 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 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 the Successor Agency 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. Severability. 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 both parties agree to substitute such provision(s) through good faith negotiations. 10 Date: Date: 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 Successor Agency with a complete Request for Taxpayer Identification Number and Certification, Form W 9, as issued by the Internal Revenue Service. 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. THE SUCCESSOR AGENCY TO THE CITY OF WEST COVINA, Successor Agency Executive Director Chris Freeland Rincon Environmental, _LLC President Steve Sannaniego Date: 7- C- 11 APPROVED AS TO INSURANCE: Date: 12 EXHIBIT A SCOPE OF SERVICES 1. Consultant shall provide LEA environmental consulting and oversight inspection services to the Agency with respect to the BKK landfill Site. Such services shall include, without limitation, providing the required routine BKK landfill Site inspections, reviewing land use restrictions, reviewing environmental reports and submission of such reports to the Agency, and such other related services pertaining to the BKK landfill Site that are requested by the Agency and agreed to by Consultant. Consultant shall inspect the BBK landfill Site two (2) days per month, with a workday consisting of a maximum of eight (8) hours, and shall be compensated for such work at the hourly rate set forth in Section 5 .1 of this Agreement. 2. At the request of the Agency, Consultant shall complete more frequent and/or additional inspections of the BBK landfill Site, with such additional inspections to be compensated at the -hourly rate set forth in the fee schedule; provided, however, that the total compensation paid Consultant shall not exceed $30,000 per year. 3. At the request of the Agency, Consultant shall coordinate with various local, state and federal regulatory agencies in performing services under the Agreement, including, but not limited, to Los Angeles County, Regional Water Quality Control Board, South Coast Air Quality Management District, Cal EPA Department of Toxic Services, Cal EPA Cal Recycle, Federal U.S. Environmental Protection Agency, and U.S. Fish & Game. 4. Consultant shall perform all work to the highest professional standards of Consultant's profession and in a manner reasonably satisfactory to Agency. Consultant shall comply with all applicable federal, state, and local laws and regulations (including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.)). During the term of the Agreement, Consultant shall retain the right to perform any work for another person or entity provided that such work would not require Consultant to abstain from a decision under the Agreement with the Successor Agency pursuant to a conflict of interest statute. 5. All services performed for the Scope of Work shall be performed by Consultant or under his/her direct supervision, and all personnel engaged in the work shall be qualified to perform such services. Agency shall approve Consultant's project administrator and who shall have direct responsibility for management of Consultant's performance pursuant to the Agreement. No change shall be made in Consultant's project administrator without Agency's prior written consent. 6. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes shall be mutually agreed upon by the parties, and any corresponding increase or decrease in compensation shall be incorporated by written amendment to this Agreement. Consultant shall inspect the Landfill two days a month with a workday consisting of a maximum of seven hours including anytime required to review or process reports. 7. In performing the services, the Consultant may be permitted to perform certain tasks or services from location(s) other than City Hall and may be permitted to perform the services via telephone, facsimile, e-mail or other forms of communication. In order to facilitate the performance of the Consultant's duties from remote location(s) away from City Hall, the City may provide the Consultant's e-mail, e-fax and other essential electronic communication methods. Consultant shall be provided access to City Hall during regular operating hours and shall be permitted to use equipment and materials essential to his/her duties set forth herein. 13 EXHIBIT B FEE SCHEDULE Additional Total Cost Hours 73 $29,915 120 14 1 ATTACHMENT NO. 2 RENEWAL NO. 2 SUCCESSOR AGENCY TO THE CITY OF WEST COVINA REDEVELOPMENT AGENCY PROFESSIONAL SERVICES AGREEMENT WITH RINCON ENVIRONMENTAL, LLC This RENEWAL NO. 2 (“Renewal”) of that certain “Professional Services Agreement by and between the Successor Agency to the West Covina Redevelopment Agency and Rincon Environmental, LLC,” (“Agreement”), is entered in to by and between the SUCCESSOR AGENCY TO THE CITY OF WEST COVINA REDEVELOPMENT AGENCY (“Agency”) and RINCON ENVIRONMENTAL, LLC (“Consultant”), both parties collectively (“Parties”) with reference to the following facts: WITNESSETH A. WHEREAS, Agency and Consultant entered into the Agreement on or about July 5, 2016 for an initial one-year term ending June 30, 2017; B. WHEREAS, the Agreement provides in Section 4.1 (Term) that the Agreement may be renewed for up to three successive one-year terms (“Renewal Term); C. WHEREAS, on June 20, 2017, the Agency and Consultant entered into the First Renewal to the Agreement, extending the Agreement for an additional one-year term from July 1, 2017 and ending June 30, 2018; D. WHEREAS, the Scope of Services in the Agreement is set forth in Paragraph 1.1 and Exhibit “A” of the Agreement; and E. WHEREAS, the Parties wish to renew the Agreement for the second Renewal Term. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1. Renewal Term: As provided for in Section 4.1 of the Agreement, the Parties hereby agree to extend the initial term of the Agreement by one (1) additional year, commencing on July 1, 2018 and expiring on June 30, 2019. This extension of the Term of the Agreement shall constitute the second of three Renewal Terms contemplated in the Agreement. 2. Compensation: The compensation set forth in Section 2.1 of the Agreement provides for a not to exceed amount of Thirty Thousand Dollars ($30,000.00) for the initial term 2 of the Agreement. The herein Renewal Term shall have the same not to exceed amount and the same fee schedule that is attached as Exhibit “B” to the Agreement. 3. All other terms, conditions, and provisions of the Agreement, to the extent not modified with this Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, Agency and Consultant have executed this Renewal No. 2 as of the date set forth above. SUCCESSOR AGENCY TO THE CITY OF WEST COVINA REDEVELOPMENT AGENCY, __________________________________ Date: __________________________ Successor Agency Executive Director Chris Freeland RICON ENVIRONMENTAL, LLC __________________________________ Date: __________________________ President Steve Samaniego ATTEST: ________________________________ Date: ___________________________ Successor Agency Secretary APPROVED AS TO FORM: ________________________________ Date: ___________________________ Kimberly Hall Barlow, Successor Agency Counsel AGENDA ITEM NO. 7 AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: October 16,2018 TO: Mayor and City Council FROM: Chris Freeland City Manager SUBJECT: HOMELESS EMERGENCY AID PROGRAM (HEAP) FUNDING RECOMMENDATION: It is recommended that the City Council adopt the following resolution: RESOLUTION NO. 2018-126 — A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, DECLARING A SHELTER CRISIS PURSUANT TO SB 850 (CHAPTER 48, STATUTES OF 2018 AND GOVERNMENT CODE § 8698.2) BACKGROUND: On July 17, 2018, the City Council approved the City of West Covina's Homeless Plan that outlines various strategies for combatting homelessness. Unfortunately, like most cities, West Covina does not have sufficient funding from the General Fund or special funds to fully support current or proposed efforts to reduce homelessness. DISCUSSION: • The State of California approved $500 million in one-time funding for large cities and Continuums of Care (CoC) to address homelessness in the FY 2018-19 Budget through the new Homeless Emergency Aid Program (HEAP). Eligible uses of funding include emergency aid, prevention and diversion programs. The Los Angeles CoC expects to receive approximately $80 million in HEAP funding. The Los Angeles Homeless Services Authority (LAHSA) expects to make available $3 million in HEAP funding to cities for proposals that align with uses that LAHSA is recommending in its HEAP expenditure plan. LAHSA's plan includes funding for: Prevention and Rapid Resolving Homelessness; Rapid Re-housing Enhancements; Access to the Coordinated Entry System; and Interim Housing Enhancements. LAHSA will release the Request for Proposals REAP Resolution Page 2 of 2 —October 16, 2018 (RFP) late 2018/early 2019. An approved resolution declaring a shelter crisis is required for any HEAP funding to be expended within the City's jurisdiction. In addition, the declaration is required for the City to apply for and receive HEAP funds. The shelter crisis declaration must be completed by November 15, 2018. City staff intends to apply for motel vouchers and funding for rental assistance through HEAP as this would include emergency aid and prevention of homelessness. OPTIONS: 1) Approve staff's recommendation; or 2) Provide alternative direction. FISCAL IMPACT: There is no fiscal impact in adopting this resolution. While there is no guarantee the City will receive HEAP funding, if Council does not adopt the resolution, staff cannot apply for HEAP funding to assist with housing or services for those experiencing homelessness. hfi eemio Nikole Bresciani Assistant City Manager/ Community Services Director ATTACIIIVIENT: Attachment No. 1 — Resolution No. 2018-126 ATTACHMENT NO. 1 RESOLUTION NO. 2018-126 RESOLUTION NO. 2018-126 — A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, DECLARING A SHELTER CRISIS PURSUANT TO SB 850 (CHAPTER 48, STATUTES OF 2018 AND GOVERNMENT CODE §8698.2) WHEREAS, California's Governor Edmund G. Brown, Jr. and the members of the California Legislature have recognized the urgent and immediate need for funding and the local level to combat homelessness; and WHEREAS, The Governor and Legislature have provided funding to local governments under the Homeless Emergency Aid Program as part of SB 850 and the 2018-19 Budget Act (Chapter 48, Statutes of 2018); and WHEREAS, The Governor and Legislature require jurisdictions seeking an allocation through the Homeless Emergency Aid Program to declare a Shelter Crisis pursuant to Government Code §8698.2; and WHEREAS, The City of West Covina finds that based on the 2017 Homeless Count, conducted by Los Angeles Homeless Services Authority, 158 persons within the City of West Covina are homeless and living without shelter; and WHEREAS, The City of West Covina finds that the number of homeless is significant and these persons are without the ability to obtain shelter; and WHEREAS, The City of West Covina finds that the health and safety of unsheltered persons in the City of West Covina is threatened by a lack of shelter; and WHEREAS, The City of West Covina affirms the City's commitment to combatting homelessness and creating or augmenting a continuum of shelter and service options for those living without shelter in our communities. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, DOES RESOLVE THAT A SHELTER CRISIS PURSUANT TO GOVERNMENT CODE §8698.2 EXISTS IN WEST COVINA AND AUTHORIZES THE CITY'S PARTICIPATION IN THE HOMELESS EMERGENCY AID PROGRAM. PASSED, APPROVED, AND ADOPTED this 16th day of October 2018. Lloyd Johnson Mayor APPROVED AS TO FORM ATTEST Kimberly Hall Barlow Nickolas S. Lewis City Attorney City Clerk I, HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof on the 16t h day of October 2018 by the following vote of the City Council: AYES: NOES: ABSENT: ABSTAIN: Nickolas S. Lewis City Clerk AGENDA ITEMNO. 8 DATE: TO: FROM: AGENDA STAFF REPORT City of West Covina I Office of the City Manager October 16, 2018 Mayor and City Council Chris Freeland City Manager SUBJECT: L YFT PARTNERSHIP RECOMMENDATION: It is recommended that the City Council take the following actions: --- 1) Authorize the City Attorney to finalize details of an agreement with Lyft, Inc. to offer a pilot program for Dial-A-Ride participants; 2) Authorize the City Manager to execute an agreement with Lyft, Inc. in an amount not to exceed $50,000 for a six-month pilot program; and 3) Adopt the following resolution: RESOLUTION NO. 2018-125 -A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2018, AND ENDING JUNE 30, 2019 (Lyft) DISCUSSION: A paitnership with Lyft was approved at the July 3, 2018 City Council Meeting pending an approved agreement (Attachment No. 3). Lyft is an on-demand technology platform that connects riders with available drivers. Riders typically wait under five minutes for a ride, regardless of their location for pickup or destination for drop-off. Staff has worked with Lyft to incorporate the City's Dial-A-Ride (DAR) guidelines for the pilot program, has identified the higher users, and has estimated the maximum cost of a six-month pilot program based on current trips and usage. Lyft can provide on-demand rides for seniors or those with disabilities needing rides, such as dialysis appointments or other medical necessity which are often times scheduled by physicians at the last minute. Riders can download the Lyft App, which will have a unique code with a discount that provides $1.00 rides each way, which is the current cost to riders under the City's DAR Program. For those riders who are not internet savvy or do not want to use the Lyft App, the City's transit Lyft Partnership Page 2 of 2 -October 16, 2018 provider, MV Transit, can access the system via the cloud-based software and book a trip for patrons. Highlights of the agreement include: • Six-month pilot program • 25 participants from current ridership • Education/Outreach by Lyft Team for riders and MV Transit on use of the Lyft App and the Cloud Base Lyft Concierge Program for booking trips • $100,000 max cost of the program for six months • $1.00 ride/person one-way ($2.00 roundtrip) (same as current program) • Rides within West Covina City-limit or 3 miles outside of City-limit (same as current program) • "Lyft Shared" ride choice, which is the most economical. If Riders wish to choose a more expensive ride, riders have to cover the cost of the entire ride. The code will only work for the Lyft Shared ride type. Once an agreement is finalized with Lyft, it should take approximately three-four weeks to implement the program. A joint press release will be distributed to promote the public-private partnership for the pilot program. If the pilot is successful and Council decides to move forward with a larger scale program, staff will work with Lyft on a marketing plan and come back to Council at a future City Council Meeting for additional funding appropriation. OPTIONS: The City Council has the following options: 1. Approve staffs recommendation; or 2. Provide alternative direction. FISCAL IMP ACT: Metro has already provided approval of the use of Measure R dollars for this activity. Measure R is being utilized for these funds, as this activity is specifically allowed under these transp01tation guidelines. There is currently a fund balance of $348,907 in Measure R. Nikole Bresciani Assistant City Manager/ Community Services Director ATTACHMENTS: Attachment No. 1 -Draft Agreement with Lyft, Inc. Attachment No. 2 -Resolution No. 2018-125 Attachment No. 3 -July 3, 2018 City Council Meeting Agenda Item No. 13 ATTACHMENT N0.1 GENERAL SERVICES AGREEMENT This General Services Agreement ("Agreement") dated as of , 2018 ("Effective Date") by and between Lyft, Inc., a Delaware corporation, located at 185 Berry Street, Suite 5000, San Francisco, CA 94107 ("Lyft") and the City of West Covina, a California municipality, located at 1444 West Garvey Avenue, South, West Covina, 91790, ("Partner"). In consideration of the mutual promises contained herein and the mutual benefits to be derived therefrom, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Background. Lyft operates a ridesharing platform ("Lyft Platform") and mobile application (the "LyftApp") which allows users the opportunity to request a ride from one location to another (each, a "Ride"). The transportation services ("Driving Services") are provided by authorized drivers using their own vehicles ("Drivers"). Lyft provides enterprise transportation solutions through its Concierge Sen,ice, and Lyft Codes programs (collectively, "Programs") to business partners to administer, track and manage its transportation spend for its authorized users (each, a "User"). Partner desires to participate in the Programs, and Lyft and Partner agree to launch the Programs in accordance with the terms of this Agreement and as specified in Exhibit A. 2. Activities. The parties agree to perform the business activities as set forth on Exhibit A (the "Activities"), attached hereto and incorporated herein, during the term set forth on Exhibit A (the "Term"). Except as expressly agreed to in Section 3 (and Exhibit A) of this Agreement, each party shall be responsible for its expenses and costs during its performance under this Agreement. 3. Fees and Payment. 3.1 Fees. Fees to be paid by one party to the other party in connection with this Agreement, if any, shall be as set forth on Exhibit A ("Fees"). Fees due are payable in accordance with the payment schedule set forth in Exhibit A. 4. Proprietary Rights. 4.1 License to Use Lyft Marks. Lyft hereby grants to Partner a revocable, time-limited, royalty- free, non-exclusive, non-transferable, non-sublicensable right and license to use all names, marks and logos associated with Lyft (collectively, "Lyft Marks") during the Term, solely in furtherance of Partner's obligations in this Agreement. Partner's use of any of the Lyft Marks shall be subject to Lyft's prior written approval in each instance. Lyft warrants and represents that it has (or has obtained from all approptiate rights holders) all necessary rights and authority to grant the license gtanted by it heteundet. Partnet hereby covenants and agrees that the Lyft Marks shall temain the sole and exclusive propetty of Lyft and that Pattnet shall not hold itself out as having any ownership rights with tespect thereto. Any and all goodwill associated with the Lyft Marks shall inure directly to the benefit of Lyft. Partner's use of Lyft Marks must conform to Lyft's usage guidelines and instructions as Lyft may provide or update from time to time (and in no event shall tl1e colot, style, appearance, ot relative dimensions of the Lyft Marks be altered or changed in any way). 4.2 License to Use Partner Marks. Partner hereby grants to Lyft a revocable, time-limited, royalty-free, non-exclusive, non-transfetable, non-sublicensable right and license to use all names, marks and logos associated with Partner (collectively, "Pattner Matks") during the Term, solely in furthetance of Lyft's obligations in this Agteement. Lyft's use of any of the Partnet Marks shall be subject to Partnet's ptiot wtitten approval in each instance. Pattnet warrants and represents that it has (ot has obtained from all appropriate rights holders) all necessary tights and authotity to grant the license granted by it hereundet. Lyft heteby covenants and agrees that the Partner Marks shall remain the sole and exclusive property of Partner and that Lyft shall not hold itself out as having any ownetship rights with respect thereto. Any and all goodwill associated with the Partner Marks shall inure directly to the benefit of Partner. Lyft's use of Partner Marks must conform to Partner's usage guidelines and instructions as Partner may provide or update from time to time (and in no event shall the color, style, appearance, or relative dimensions of the Partner Marks be altered or changed in any way). 5. Confidential Information. 5.1 Either party (the "Disclosing Party") may disclose or make available to the otl1er party (the "Receiving Party"), wheilier orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/ or its business, products, services, marketing, promotional or technical information in connection witl1 this Agreement, which shall include tl1e terms and conditions of iliis Agreement ( collectively, the "Confidential Information"). For putposes hereof, Confidential Information will not include information: (a) which was previously )mown to Receiving Party wiiliout an obligation of confidentiality; (b) which was acquired by Receiving Party from a third party which was not, to ilie Receiving Party's knowledge, under an obligation to not disclose such information; (c) which is or becomes publicly available through no fault of Receiving Party; (d) which Disclosing Party gave written permission to Receiving Party for disclosure, but only with respect to such permitted disclosure; or (e) independently developed without use of the other party's Confidential Information. 5.2 Requirements. Except as othenvise required by applicable law, each Receiving Party agrees that (a) it will use the Confidential Information of the Disclosing Party solely for the purpose of this Agreement and (b) it will not disclose the Confidential Information•of the Disclosing Party to any third party other ilian the Receiving Party's employees or agents on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as strict as those contained herein. The Receiving Party will protect the Confidential Information of ilie Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care. The Receiving Party is responsible for any breach of tl1e confidentiality provisions of this Agreement by its employees or agents. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the Confidential Information or is otherwise required by law to disclose Confidential Information, the Receiving Party will give the Disclosing Party prompt written notice of such request prior to disclosure and shall make diligent efforts to limit disclosure pursuant to any available bases under applicable law. If the Receiving Party determines iliat it must disclose such information, tl1en ilie Receiving Party will provide Disclosing Party a minimum of ten (10) business days prior to the proposed disclosure, so that the Disclosing Party may assert any defenses to disclosure that may be available. If Receiving Party is required to release Disclosing Party's Confidential Information, it nevertheless shall use any available authorities to redact personal or business confidential information from such records to the extent consistent with applicable law and the final judgment. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party, if permitted by law or if returning such copies is not commercially infeasible for Receiving Party. Confidential Information disclosed by ilie Disclosing Party to the Receiving Party will at all times remain the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. 6. No Publicity. Except as may be expressly set forili in Exhibit A, neither party may issue a press release, post information on line (including web sites, social media channels or biogs) or otherwise refer to the other party in any manner with respect to this Agreement, the Activities or otherwise, \vithout the prior written consent of such other party. 7. Representations and Warranties; Disclaimer. 7 .1 Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws and regulations in its performance of this Agreement; (e) the content, media and other materials used or provided as part of the Activities shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party. Additionally, both Parties acknowledge and agree that Lyft is not performing transportation services for the general public under this Agreement, and therefore this Agreement shall not be subject to 49 C.F.R. §37.23. 7.2 EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED \YI ARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES AlUSING FROM COURSE OF DEALING OR COURSE OF PERFORNIANCE. SPECIFICALLY, LYFT MAKES NO WARRANTIES CONCERNING THE LYFT APP, LYFT PLATFORM, LYFT CREDITS, CODES, OR OTHERWISE ("LYFT MATERIALS"). LYFT PROVIDES THE LYFT MATERIALS "AS IS" AND WITHOUT \YI ARRANTY. L YFT DOES NOT \YI ARRANT THAT THE L YFT 1trATERIALS WILL MEET PARTNER'S REQUIREMENTS OR THAT THE OPERATION OF THE LYFT MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE. TO THE FULLEST EXTENT PERMITTED BY LA \YI, LYFT SPECIFICALLY DISCLAIMS ALL WARRANTIES IN RESPECT TO THE LYFT MATERIALS, WHETHER EXPRESS OR IMPLIED, ORAL OR \X!RITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. IN THE EVENT THAT A CODE ORLYFT CREDIT IS NONFUNCTIONAL, PARTNER'S SOLE REMEDY, AND L YFT'S SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH CODE OR LYFT CREDIT. 8. Ownership and Feedback. Lyft and its affiliates are and shall remain the owners of all right, title and interest in and to the Lyft Materials, including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to Partner or any User in connection with this Agreement. Partner acknowledges and agree that any questions, comments, suggestions, ideas, feedback or other information about the Programs ("Feedback") provided by Partner to Lyft are non-confidential and shall become the sole property ofLyft. Lyft shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or othenvise, ,vithout acknowledgment or compensation to Partner or any User 9. Indemnification. 9.1 Indemnification by Partner. Partner agrees to defend, indemnify and hold harmless Lyft and its directors, officers, employees, subcontractors and agents from and against third party all claims, suits, causes of action, damages, costs (including reasonable and documented attorneys' fees), judgments and other expenses arising out of or related to (i) Partner's breach of this Agreement; (ii) Partner's violation of the representations and warranties in Section 7; (iii) any allegation that Lyft's use of Partner's Marks or intellectual property as permitted herein infringes or misappropriates the intellectual property rights of a third party, including ,vithout limitation patent, copyright, trademark or other proprietary or intellectual property rights of such third party; and (iv) Partner's violation of applicable law. 9.2 Indemnification by Lyft. Lyft agrees to defend, indemnify and hold harmless Partner and its directors, officers, employees, subcontractors and agents from and against all third party claims, suits, causes of action, damages, costs (including reasonable and documented attorneys' fees), judgments and other expenses arising out of or related to (i) Lyft's breach of this Agreement; (ii) Lyft's violation of the representations and warranties in Section 7; (iii) any allegation that Partner's use ofLyft's Marks or intellectual property as permitted herein infringes or misappropriates the intellectual property rights of a third party, including without limitation patent, copyright, trademark or other proprietary or intellectual property rights of such third party; and (iv) Lyft's violation of applicable law. 9.3 Indemnification Procedure. A party's obligation to indemnify the other under this Section is subject to the indemnified party notifying the indemnifying party promptly in writing of any claim as to which indemnification will be sought and providing tl1e indemnifying party reasonable cooperation in the defense and settlement thereof. In each case the indemnifying party will have the exclusive right to defend any such claim, and tl1e indemnifying party may not settle or compromise such claim without the prior written consent , of tl1e indemnified party. An indemnified party may, at its sole cost and expense, participate in the defense of a claim with counsel of its own choosing. 10. LIMITS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LA \XI, EXCEPT FOR EITHER PARTY'S BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXETvIPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF GOODWILL, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS, OR LOSS OR INACCURACY OF DATA OF ANY KIND, OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE AGGREGATE AMOUNT OF ANY AND ALL LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CLAIM(S) ARISING FROM OR RELATING TO THE AGREEMENT, SHALL BE LIMITED TO DIRECT PROV ABLE DAMAGES AND SHALL NOT EXCEED, IN ANY EVENT, ONE HUNDRED THOUSAND DOLLARS ($100,000). THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO OUTSTANDING AMOUNTS OWED BY PARTNER FOR CHARGES INCURRED BY USERS, NOR SHALL IT LIMIT THE SCOPE OF LYFT'S COMMERCIAL AUTOMOBILE LIABILITY POLICY. 11. Insurance. During the term of this Agreement, Lyft shall maintain in force during the term, at Lyft's own expense, at least the following insurance coverages: a. \Vorkers' Compensation Insurance in accordance with state statutory laws, including Employers' Liability with minimum limits of $1,000,000 each Accident. b. Commercial General Liability Insurance including, but not limited to, product and completed operations, personal and advertising injury and contractual liability coverage with minimum limits of $1,000,000 Each Occurrence; $2,000,000 General Aggregate. c. Commercial Auto Liability Insurance including a minimum combined single limit of $1,000,000 each accident and Uninsured/Underinsured motorist coverage with a minimum combined single limit of $1,000,000. All policies maintained shall be written as primary policies, not contributing with and not supplemental to coverage Partner may cany and will contain a waiver of subrogation against Partner and its insurance carrier(s) with respect to all obligations assumed by Lyft under this agreement. The fact that Lyft has obtained the insurance required hereunder shall in no manner lessen or otherwise affect such Lyft's other obligations or liabilities set forth in this Agreement. 12. Termination. 12.1 Termination Events. This Agreement may be terminated by either party, by written notice to the other party, in the event of a material breach by the other party of any material term or condition of the Agreement that remains uncured for thirty (30) days after receipt of written notice thereof from the non- breaching party. Termination by either party for breach shall be in addition to any other remedies the non- breaching party may have for such breach. Either party may terminate the Agreement immediately by written notice to the other party upon: (i) the other party becoming insolvent; (ii) the other party's initiation of any proceeding under Federal bankruptcy or state insolvency law regarding its own bankmptcy, reorganization, or insolvency; (iii) the initiation of any proceeding under Federal bankruptcy or state insolvency laws against the other party that is not dismissed within sixty (60) days; (iv) the appointment of a receiver or a similar officer for the other party or for a substantial part of the other party's property; or (v) the other party making an assignment for the benefit of creditors or otherwise being reorganized for the benefit of creditors. 12.2 Survival. Any outstanding payment obligations and Sections 3, 5, 7, 8, 9, 10, 11 (for the period specified), 12.2 and 13 shall su1-vive the expiration or termination of this Agreement. 13. General. 13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to its conflict of laws provisions. 13.2 Notice. Any and all notices permitted or required to be given hereunder shall be sent to the address first set forth above, or such other address as may be provided, and deemed duly given: (a) upon actual delivery, if delivery is by hand; or (b) by electronic mail. Additionally, the parties may agree in Exhibit A for the provision of certain notices by email to the recipients indicated in Exhibit A. In the event a party gives notice by electronic mail, such notice must be followed with a written copy of the notice to the receiving party's legal department. 13.3 Waiver, Modification. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be constmed as a waiver of such provision or option and shall in no way affect that party's right to enforce such provisions or exercise such option. Any modification or amendment to this Agreement shall be effective only if in writing and signed by both parties. 13.4 Severabilit:y. In the event any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect. 13.5 Force Majeure. Any delay in or failure by either party in performance of this Agreement shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a "Force Majeure Event"). The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use its best efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement. 13.6 No Assignment. This Agreement may not be assigned, in whole or in part, by a party without tl1e prior written consent of the other party, provided that each party may assign this agreement to (a) an affiliate of such party; or (b) in connection witl1 the sale of all or substantially all of such party's equity, business or assets. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. 13.7 Relationship of Parties. The parties shall be independent contractors in their performance under this Agreement, and nothing contained in this Agreement shall be deemed to constitute either party as the employer, employee, agent or representative of the otl1er party, or both parties as joint venturers or partners for any purpose. 13.8 Entire Agreement: Amendment. This Agreement and the exhibits attached hereto contain the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersede all prior and contempora1y understandings and agreements, whether oral or written, relating such subject matter hereof. This Agreement may be executed in one or more counterparts and by exchange of signed counte1parts transmitted by facsimile, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument. The Agreement may only be amended or modified through a writing signed by botl1 Parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. LYFT,INC. By:---------- Printed Name: Title: PARTNER By:------------ Printed Name: Chris Freeland Title: City Manager 1. Overview. EXHIBIT A ACTIVITIES . The activities described herein shall take place in West Covina, as set forth in the map attached hereto as Attachment 1 ("Program Map Area"). 2. Term. Unless terminated earlier as provided herein, the term of this Agreement shall commence on the Effective Date and continue through June 30, 2018 ("Term"). 3. The Dashboard. 1. Access to the Dashboard. In order for Partner to manage the Programs, Lyft will provide Partner with access to an online portal owned and hosted by Lyft (the "Dashboard"). Within the Dashboard, Partner may view, add or remove Users, generate reports of User activity, and place certain restrictions on Users' activity. As related to the Concierge Service, Partner may also use the Dashboard to request Rides for Users. Additionally, Lyft grants Partner a non-exclusive, non- transferrable limited license to use the Dashboard solely in connection with the Programs during the Term. Partner shall not, and shall not authorize others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Lyft Materials; (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Lyft Materials to any unaffiliated third party except as may be provided in this Agreement; or (c) interfere with, modify or disable any features or functionality of the Lyft Materials. Lyft reserves all rights not expressly granted to Partner under this Agreement. 11. Partner Administrator. Partner will designate at least one (1) authorized personnel of Partner to serve as Partner's administrator (each, an "Administrator") and the Administrator will be required to create Dashboard login credentials to access and use the Dashboard. Partner is responsible and will indemnify Lyft for all activity occurring under Partner's Dashboard login credentials, except to the extent caused by Lyft's breach of this Agreement. Partner will contact Lyft upon known or suspected unauthorized use under Partner's Dashboard or if Dashboard login credentials information is lost or stolen. 4. Concierge Service. 1. General. Under the Concierge Service, an Administrator may request a Ride for a User by submitting such request in the Dashboard (each, a "Request"). Each Request will include all relevant Ride information, including but not limited to, the User's first and last name, pick-up and drop-off location, and telephone number (collectively, "User Information"). Lyft will transmit the Request via the Lyft Platform to available Drivers. In the event a Ride is scheduled for a future date and time, Lyft will submit the Request to Drivers within a reasonable time from the desired pick-up time. If the Request is accepted by a Driver, the Driver whom accepted the Request will provide the Ride to the User. Lyft or the Driver may contact the User via the calling or texting features within the Lyft App to provide updates on the Request. If the Request is not accepted by a Driver, a notification of non-acceptance will be sent via the Dashboard. In the event of a cancellation by a Driver, Partner will be notified of such cancellation via the Dashboard. Any Request cancellations by Partner or no- shows by Users will be subject to Lyft's cancellation policy. Partner will pay Lyft for all Rides under the Concierge Service ("Concierge Rides"). All Concierge Rides are subject to prime time surcharges and Driver availability 11. Ride Requests. \Vhen submitting a Request, Partner consents on behalf of itself and each User to allow Lyft to use the User Information to (a) send transactional SMS texts to the User relating to the Request and User's Ride; (b) share the User Information with the Driver who accepted the Request; provided that the Driver will only receive the first name of the User and pick up and drop off location; and (c) use and store the User Information for the internal purposes ofLyft, subject to the Lyft Privacy Policy. Partner represents and warrants that (i) Partner will only submit Requests for Users whom are eighteen (18) years of age or older; and (ii) Partner has obtained all necessaty consents from each User to share such User Information for the putposes set forth herein. Partner agrees to defend, indemnify and hold harmless Lyft and its directors, officers, employees, subcontractors and agents from and against all third party claims arising out of a breach of Partner's representations and warranties. 5. Partner Codes: Lyft will provide Partner with a coupon code (the "Partner Code") for use with this Agreement, with the following restrictions: 0 0 0 0 0 Credit Value: Each Partner Code shall have a credit value of up to 30 shared rides per month. The rider will pay the first $1.00 per ride. The Partner will cover up to the next $20 per ride. Any cost above $20 would be the responsibility of the rider to pay. Valid Use: Valid for use by all Users who (a) download and install the Lyft App on a compatible mobile device; (b) create and maintain and active Lyft account, including agreeing to Lyft's Terms of Service (htt;ps://www.lyft.com/terms), as may be updated from time to time; (c) successfully redeem the Partner Code in the User's Lyft App; (d) take a completed rides via the Lyft App which qualifies for Partner Code redemption under this Agreement; and (e) successfully apply the Lyft credit associated with the Partner Code at the end of the ride. Code Expiration: Each Partner Code and its corresponding ride credits will expire under the following conditions: (a) upon termination of this Agreement, pursuant to the provisions herein, by either party or by the expiration of the Term; or (b) upon a mutually agreed upon time and date by the parties prior to creation of the Partner Codes. Payment: Partner agrees to pay for any usage of the Partner Codes, subject to the terms and conditions herein. Any amount of the ride fare that is greater than the credit value of the Partner Code, Lyft shall charge the User's personal payment amount as associated with the User's Lyft account. Other Code Restrictions: • Geofence -The Partner Codes will be for travel limited by a geofence as outlined and detailed in Attachment 1. Time Restrictions -Monday thru Friday, 7am-5:30pm Saturday -No Service Sunday, 8am-2:30pm • Reporting: Each month, along with the invoice, Lyft will provide Partner with report regarding the usage of the Partner Codes. Each report shall include the data fields as outlined in Attachment 2. • Budget -The parties agree that the intention of this Agreement is to ensure Partner does not spend or incur a payment obligation of more than $50,000 associated with Partner Codes ("Budget"), unless modified or amended in writing by Partner. Lyft shall implement reasonable procedures to cancel or suspend Partner Codes within two (2) business days of reaching or surpassing the Budget. 6. Fees; Payment. Each month during the Term, Lyft will invoice Partner for the full dollar amount for all charges associated with Concierge rides requested by Partner and Partner Codes redeemed by Partner or Users for the preceding month. Payment is due within thirty (30) days of invoice date. All late payments shall bear interest at the lesser of one and one half percent (1.5%) per month or the maximum allowed by applicable law. Upon delivery or activation of the Partner Codes from Lyft to Partner, Partner is responsible for any and all activity relating to the Partner Codes and will indemnify Lyft for any claims related to Partner's use thereof. Lyft has the right to invoice Partner for any usage of Partner Codes by Partner or Users, even after expiration of the Term. 7. Contacts. For Lyft: Name: Paul Davis Email: pdavis@lyft.com For Partner: Name: Kelly McDonald Email: kmcdonald@westcovina.org .. , ... ,.I \''' I i ATTACHMENT 1 H /1.. l !, WillOul _)I ' OtJ< , n<J 8-.lJ l,,,~1an,1--,---:- t1,..19h1~ I l ,,._1 f I "'}"'""' I J~ ' 7 { ~. 11, •• ,,111,1 ---I / Pon1on.1 I ~ , .. ·-Oil '""• ATTACHMENT 2 Lyft to Provide Template ATTACHMENT NO. 2 RESOLUTION NO. 2018-125 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2018, AND ENDING JUNE 30, 2019 (Lyft) WHEREAS, the City Manager, on May 14, 2018, June 11, 2018, July 2, 2018, July 12, 2018 , July 26, 2018 and August 2, 2018, held preliminary budget workshops and submitted to the City Council a proposed budget for the appropriation of funds for the City for West Covina and the Successor Agency to former West Covina Redevelopment Agency operating budget and the Capital Improvement Program for Fiscal Year 2018-19; and WHEREAS, on July 2, 2018, the City Council approved Resolution 2018-96, a resolution to continue appropriations consistent with the adopted Fiscal Year 2017-18 City of West Covina and Successor Agency to the former West Covina Redevelopment Agency operating budget and the Capital Improvement Program until the adoption of the Fiscal Year 2018-19 Annual Budget; and WHEREAS, amendments must periodically be made to the budget to conform to changed circumstances following adoption of the budget. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES RESOLVE AS FOLLOWS: SECTION 1. Budget Adjustment No. 028 is hereby approved as reflected on Exhibit No. 1, attached hereto. SECTION 2. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED this 16111 day of October 2018. APPROVED AS TO FORM Kimberly Hall Barlow City Attorney Lloyd Johnson Mayor ATTEST Nickolas S. Lewis City Clerk I, HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof on the 16111 day of October 2018 by the following vote of the City Council: AYES: NOES: ABSENT: ABSTAIN: Nickolas S. Lewis City Clerk Date: Requested by: Dept/Div: EXPENDITURES Account Number 224.51.5143.6120 REVENUES Account Number CITY OF WEST COVINA BUDGET AMENDMENT 10/16/2018 Kelly McDonald Community Services Dept/Account Description Lvft -Dial-A-Ride Account Description REASON/JUSTIFICATION (Please be specific) Pilot Dial-A-Ride partnership with Lyft APPROVALS City Council Approval Date (if required, attach minutes): Dept Head Approval: Finance Director: Funds Available? o Yes oNo City Manager: Comment: BA# 028 Posted By: Date Posted : Flscal Year: 2018-2019 Amount: $ 50,000.00 Description : L ft Proposed Current Budget Amendment Amended Budget $ -$ 50 000.00 $ 50 000.00 - - - - - - - - - - - - - - - - - - - noposea Current Budget Amendment Amended Budget 10/16/2018 o Approval Not Required Date: ------- Date: ------- Date: ------- o A roved o Denied - - - - ATTACHMENT NO. 3 AGENDA ITEMNO. 13 AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: July 3, 2018 TO: Mayor and City Council FROM: Chris Freeland City Manager SUBJECT: ALTERNATIVE TRANSPORTATION MODEL RECOMMENDATION: It is recommended that the City Council provide staff direction. BACKGROUND: Councilman Mike Spence asked to have the alternative transportation model agendized for potential incorporation into the City's transportation program. In December 2013, the City of West Covina entered into a contract with MV Transportation, Inc. (MVT) to provide transportation services to the West Covina residents through the "Go West'' Shuttle system. MVT operates the City's Fixed Route Shuttle (Shuttle), as well as, a Dial-A-Ride (DAR) service which services seniors over the age of 55 and individuals with disabilities. The Shuttle Program includes a Red Line, Blue Line, and Green Line, which cover the 16 sq. miles of the West Covina community. The DAR Program includes the following types of service: • Same Day Service -Appointments are available on a "first-come, first-served" basis. • Next Day Service -Riders may book a total of six (6) one-way trips per telephone call, which may be for one individual or multiple individuals and can be requested up to two weeks in advance. • Subscription Service/Standing Orders -Riders should make a reservation appl'Oximately two weeks before the trip, the standing order/trip needs to be consistent for a minimum of four weeks, and trips do not have to be at the same time each day of the week. DISCUSSION: Based on arumal data provided by MVT, ridership in both of the City's Programs (Shuttle and DAR) have seen a decline in ridership in FY2016-17, compared to FY 2015-16. In Table 1 below, Alternative Transportation Model Page 2 of 4 -July3, 2018 the Shuttle Program saw a decline of 3.9% and the DAR Program experienced a 15.5% decrease in ridei·s. This is not an anomaly unique to West Covina, as staff recently attended a roundtable meeting hosted by Foothill Transit, and other local municipalities and Metro were in attendance to voice concerns over lost ridership. Citv of West Covina Ridership Annual FY2015-16 FY 2016-17 % Change Contract Go West Shuttle 108,000 59,171 56,864 3.9% Dial A Ride 24,000 · 19,017 16,076 15.5% In November 2017, the City conducted a sUl'vey of DAR patrons, and based on that survey and feedback from MVT dispatch, the two biggest complaints are that riders want to go further outside of the three-mile restriction and have it include visiting family or grocery stores, not just medical appointments; and riders want more on-demand rides for medical necessity. The survey also showed that people are divided regarding the fah'ness of the fee of $1.00 per trip ($2.00 roundtrip ), with some feeling that the trips should be free for the City's Transportation Program. The DAR Program has limitations in terms of meeting the on-demand rides, especially for seniors who need immediate medical appointments. However, the DAR Program does service those with disabilities enabling us to provide the American with Disabilities Act (ADA) rides to those in need. For residents who utilize the Shuttle or DAR, the other public transportation options available in West Covina include Foothill Transit, Access Services and on-demand ride services such as taxis and cabs, -Uber or Lyft. Uber&Lyft City staff conducted a conference call with Uber staff regarding a potential paitnership. Uber cm1·ently has two p1'oducts that might be of interest to the City for on-demand transp01iation: Uber Central and Uber Business Uber Central (Central) is a program that could be incorporated into MVT's management of the City's transpo1tation system. Central cunently exists where a third party requests the ride on the rider's behalf and direct bill is involved so the City would have to pay for the full cost of the ride. Unfortunately, at this time, split fares are not available for rides. The rider only needs a phone, whether that be land line or mobile in order to receive confirmation of the requested ride. Uber is currently working on a rider-based solution where the rider can call a 1-800 number and order the ride personally, but presently it does not exist in the United States. Uber Business (UB) is cunently underway and is mostly used for businesses as a perk for employees. Companies provide stipends for riders as a means of conunuting or just getting around a community. Rides can be limited to Uber X or Uber Pool, which are more economical forms of transportation that a rider can request. Uber can create the restl'ictions based on criteria the City sets. So, for example, the City can set a dollar limit for each ride or set aside a specific amount in each rider's account. When the rider reaches the maximum of the City's all9tted stipend, the rider is then charged for the additional costs. A pilot with UB could be activated within minutes of Alternative Transportation Model Page 3 of 4 -July 3, 2018 receiving confirmation by City staff. Uber only needs om· organization's information, a credit card or ACH on file for billing, and riders' information. When riders involved with the pilot download the Uber App under the City's Program, the City of West Covina prn:file will be visible letting them know it is a distinct program. At the time of this report, staff is waiting for information from Lyft. As a supplement, staff reached out to the City of Momovia, which is cun-ently running a pilot program called "GoMonrovia" using Lyft as an added amenity to its cunent Dial-A-Ride Program (Attachment No. 1 ). In talking with Momovia's staff, the Dial"A"Ride Program was essential to keep, as the Lyft ride does not provide an economical ADA ride for those with disabilities. However, Lyft does provide on- demand rides for seniors needing rides, such as dialysis appointments which are often times scheduled by physicians at the last minute. GoMomovia charges $.50 per ride, and there is a special code for rides within Monrovia's guidelines, which include up to three miles outside the City limits, the unincorporated areas of the City of Bradbury, the Target in Duarte, and City of Hope. The Monrovia code on the Lyft App is for anyone needing transportation within the City ofMomovia and not specific to residency, but this in turn promotes Shop Monrovia to keep dollai·s local. For those riders who are not internet savvy or just don't want to use the Lyft App, the City's transit provider can access the system via the cloud-based software and book a trip for patrons. City staff is going to Council for additional funding for the GoMonrovia Program due to its popularity and cost of subsidy, as the number of rides have tripled since launching the pattnership. The Lyft ride has yielded a 75% savings as each Lyft ride costs $3-$4, compai·ed to conventional transportation at over $10 per ride. Taxi & Cab Model The City of West Covina's transit provider MVT is currently willing to pilot the Taxi and Cab Model (T&C), which will incorporate taxi rides for individuals who don't do well in the City's DAR Program or who need on-demand rides for medical appointments. The rides would be dispatched as they currently are done, however, this program will not be available until January 2019, due to a software integration needed. The cost to integrate the software would be $10,000. City staff would work with MVT staff to identify select dders to participate in the program. The cost of a T&C ride is $12.34 per passenger, compai·ed to a current DAR ride when a taxi is used which is $22.95. OPTIONS: The City Council has the following options: 1. Move forward with a pilot with Uber & Lyft as soon as possible; 2. Partner with MVT to pilot the Taxi and Cab model in January 2019; 01· 3. Provide alternative direction. FISCAL IMP ACT: Local Return Funds are currently used to support the City of West Covina's transportation program with Prop C funding. If the City Council wishes to explore a partnership with Lyft or Uber, City Alternative Transportation Model Page 4 of 4----July 3, 2018 staff has been advised by Metro that Measure Mor Measure R dollars would be preferable due to their guidelines allowing for this activity out right. There is currently a fund balance of $50,586 in Measure Mand $348,907 m Measure R accounts. The City's current transportation program for Shuttle and Dial-A-Ride is funded by Prop C and Measure Rand is currently budgeted at $1,245,244 Prepared by: MAML~~- Nikole Bresciani Assistant City Manager/ Community Services Director ATTACHMENT: Attachment No. l -City of Monrovia "GoMonrovia" Program Guidelines 6/19/2018 GoMonrovla I City GOMONROVIA ATTACHMENT NO. 1 -------. ·-··--·--······"· ----·-·· --·--······ ·--···· New GoMonrovia Program Now Available! Ride with GoMonrovia on Lyft for Just $0.50/Ride and Hop On a Bike for $1.00/30-Minute Ride with LimeBiket On Tuesday, February 20, 2018, the City Council approved a completely revamped Monrovia Transit model! The new, multi-modal transportation program, called GoMonrovia, leverages the strengths of two thriving private companies -the car-sharing provider Lyft, and the docldess bike-sharing provider LimeBike -in pa1tnership with the City's existing dial-a-ride operator, to provide fast and affordable transportation ali throughout Monrovia. For FreguentlY. Asked Questions, skin to the bottom of the p~g~ How it Works: GoMonrovia Powered by Lyft Starting March 17, 2018, those who live, work, and are visiting Monrovia can take advantage of our enhanced public-private transit program through Lyft to take a ride anywhere in our service area for just $0.50! That's right! For the price of a postage stamp, people can't afford not to hop in a GoMomovia Lyft and go! HowtoRide • Download the app from your smart phone's app store. • Sign up to create your account. • Open the app and click on your profile in the top right-hand corner of the homepage. Click on "Promos" and enter promo code GOMONROVIA. Now, you'll begin receiving the $0.50 flat fare on rides within our service areal Be sure to enter the promo code before requesting a ride! Once you've begun a ride, you won't be able to apply a new promo code. • On the app's homepage, set your pickup location and add your destination address. Make sure you've selected "Lyft -4 seats" from the list of vehicle options available. Then select "Request Lyft." • Lyft will match you with a driver in the area! On average, most passengers will have a wait time of 5 minutes or less. Once the ride is booked, the app will show you the driver's name; the car's make and model, the license plate number, and show you their expected time of arrival. • Once the driver arrives, be sure to double-check that you're boarding the correct vehicle by verifying the vehicle's license plate number and asking the driver's name. Many cars can look similar, especially!when an area is crowded with multiple Lyft pick-ups and drop-offs after an event or at a train station. • Enjoy the ride! Each Lyft trip and driver will be different. Some drivers want to chat, some prefer to have a quiet ride. • Once you've reached your destination, you'll check-out and have the opportunity to tip your driver and rate them on a scale from 1 to 5 stars. Note that the $0.50 fare plus any tip you provide will be charged to your http:/lwww.cllyofmonrovla.org/your-governmenUpublic-works/lransportation/gomonrovia 1/6 6/19/2018 GoMonrovla I City of Monrovia personal account. Questions? If you experience a problem with the GO MONROVIA promo code or run into other issues using the program, please contact Sophia Nakov, Senior Adminish·ative Assistant in Public Services, at (626) 256-8235 or send her an email. Lyft's Customer Service Lyft's main on1ine help center can be found at~p_Jyi!;.com • ReP.ort an accident, safe!Y. issue, or citation here. • If you forget something important in a Lyft, you can learn more about the ·Lost & Found procedure here. • Submit an on1ine form to reguest helP-here. Helpful Links & Safety Tips • l.,yft 101: How does Lyft work? • Video: What safetY-.precautions does LY.fl talce? • Remember: Double-check that the Lyft car's license plate number matches your driver's information shown on the a.pp before entering the vehicle. GoMonrovia Powered by LimeBike LimeBike, one of the nation's leading bike-share providers, will begin operating in Monrovia. Unlike traditional bike-share services that require you to pick up and drop off bikes at a few designated dock locations, LimeBike is completely dockless, which means you can take it wherever you want to go I HowtoRide • Download the app from your smart phone's app store . • • Sign up to create your account. • Open the a.pp to locate bikes near you -Bikes are first-come, first-served. Walk up to any bike you see and scan or enter the code to unlock the bike and start riding! • Once you've reached your destination, park your bike in a nearby bike rack or park it safely out of the pedestrian path. Close the back lock to end your ride, and you're all set! http://www.cllyofmonrovia.org/your-governmenUpubllc-works/transportallon/gomonrovia 2/6 6/19/2018 GoMonrovla I City or Monrovia Pricing • Regular rides are $1.00 per 30 minutes. • Monthly membership is available for $29.95 for 100 rides in a month. • Adult student membership is available for half-price! Just $0.50 per 30-minute ride and $14.95 for 100 rides per month! LimeBike's Customer Service You can contact LlmeBike's customer service team to report an issue with a bike or illegal parking at: • On the LimeBike app by clicking the"!" icon on the homepage • Email: fill.I2P.m:t@limebike.com • Call or Text: 1 (888)-LlME-345 (1-888-546-3345) Questions? If you see a parldng or safety issue with LimeBike, please contact Sophia N akov, Senior Administrative Assistant in Public Services, at (626) 256-8235 or send her an email. Helpful Links & Safety Tips • LimeBike 101: How to Lime http://www.cltyofmonrovia.org/your-governmenUpublic-works/transportatlon/gomonrovia 3/6 6/19/2018 GoMonrovia I City of Monrovia • Where should I P.arlc the LimeBike once I'm done riding to mY. destination? • Remember: You must walk your bike if using the sidewalk. It's not safe and against the Monrovia Municipal Code to ride a bike on the sidewalk. • You must be at least 13 years old and auth01ized by a parent/ guardian to ride a LimeBike. • All riders under age 18 must wear a hehnet according to California state law. However, we recommend everyone wears a helmet when riding a bike for added safety! • Drivers should always leave at least three feet as a buffer when driving near a bicyclist! Learn more about the Three Feet for Bicycle Safezy. Camnaign. Monrovia Transit Service Area Our service area includes the City of Monrovia, Bradbury, unincorporated parts of Los Angeles County adjacent to Monrovia, and Target in Dua1te (a designated transfer point to Duarte Transit). We,11 also take passengers to medical appointments at physician's offices within three miles of City Limits, as well as the City of Hope. Who can use Monrovia Transit? Monrovia Transit is available to all residents and visitors traveling within the service area. The only exceptions to ridership eligibility are: • City policy doesn't allow school aged children to use Monrovia Transit during the school year, including summer school, on weekdays between the hours of 8:oo a.m. to 4:00 p.m. • Children under the age of 12 must be accompanied by a parent or guardian. Don't have a smart phone or need special accommodations for your tide? We've got you covere4. Call (626) 358-3538 to book your trip today. Our dial-a-ride service will continue to operate to serve riders with ADA-related needs. Since those riders without ADA needs will be using Lyft, we expect that response times for riders with ADA needs will improve over the coming months. Each of the City's nine shuttle vans is clearly marked with the Monrovia Transit logo and features an ADA- approved wheelchair lift. Our shuttles do not follow a fixed route or schedule. Similar to an airpo1t shuttle van, you may share a ride with other passengers and make a few stops before reaching your destination. You can call ( 626) 358-3538 to make a reservation for same day service or trips up to one week in advance. Dial-A-Ride Hours of Service • Monday-Friday: 7:00 a.m. to 10:00 p.m. • Saturday -Sunday: 8:30 a.m. to 6:oo p .m. http:l/www.cllyofmonrovia.org/your-governmenVpubllc-works/lransportatlon/gomonrovla 4/6 6/19/2018 GoMonrovia I City of Monrovia • Holiday Closures: New Year's Day, Easter, Memorial Day*, July 4th, Labor Day, Thanksgiving, and Christmas. o Monrovia Transit Dispatch will be open this Memorial Day to book Lyft rides! Fares Rides on Monrovia Transit shuttles have changed to $0.50 for all passengers! Passenger's Aides (must be age 16+) and children under age 2 ride for free. How do I schedule a b·ip? Call (626) 358-3538 and provide the operator the following information: • Your name and telephone number • Your pick up time and location o You can book a trip up to one week in advance! We'll pick you up no earlier than 5 minutes before and no later than 10 minutes after the scheduled time. If we don't, your ride is free. o We require 24-hour notice for out"of-town medical trips. o Standing reservations can be booked if you take the same nip each week to help make it easier for you! • Your drop off time and location • Your return trip time and location • Any special needs you have (e.g., you're accompanied by an aide, or you're in a wheelchair) If you need to cancel, please call (626) 358-3538 to be comteous of other passengers. Frequently Asked Questions ExQand/ Contract Questions and Answers What is GoMonrovia? How do I receive the $0.50 rides using Lyft? Why did my promo code work on previous l·ides, but not for this l'ide? The promo code on ~y Lyft app has an expiration date. Is this program ending soon? Can I ride with Lyft if I don't have a credit card or checking account? What if I leave something important (i.e., keys, wallet, phone) in a Lyft? I see a LimeBike parked illegally. What should I do? There is a LimeBike parked on my residential street. When will it be picked up? How much does it cost the City if someone steals or damages a LimeBike? http://www.cltyofmonrovia.org/your-governmenUpublio-works/transportatlon/gomonrovJa 5/6 DATE: TO: FROM: AGENDA ITEMNO. 9 AGENDA STAFF REPORT City of West Covina I Office of the City Manager October 16, 2018 Mayor and City Council Chris Freeland City Manager SUBJECT: APPROVE AND ADOPT JOINT POWERS AGREEMENT AND RESOLUTION FOR THE LOS ANGELES AREA REGIONAL TRAINING GROUP RECOMMENDATION: It is recommended that the City Council take the following actions: 1) Approve the Los Angeles Area Regional Training Group (RTG) Joint Powers Agreement (JPA); 2) Authorize the City Manager, or his designee, to execute the JP A agreement and to take such reasonable actions as may be required to implement the intent of the program; and 3) Adopt the following resolution: RESOLUTION NO. 2018-128. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, APPROVING THE LOS ANGELES AREA REGIONAL TRAINING GROUP (RTG) JOINT POWERS AGREEMENT; AUTHORIZING THE CITY'S MEMBERHIP IN THE LOS ANGELES AREA REGIONAL TRAINING GROUP AUTHORITY; AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE JP A AGREEMENT. BACKGROUND: There are 30 fire departments within the Los Angeles County and each Fire Chief has membership within the Los Angeles Area Fire Chiefs Association (LAAFCA). LAAFCA recognized the need for regional training more than a decade ago and established the Regional Training Group (RTG), which is largely supported through Homeland Security grant funds. By establishing the RTG Joint Powers Agreement (JP A), the Los Angeles Region is on the cusp of developing the next major cooperative nationally recognized Fire Service Program which will continue regional training far beyond the availability of federal grant dollars. Approve Joint Powers Agreement and Resolution for the Los Angeles Area Regional Training Group Page 2 of3 -October 16, 2018 Fire agencies within the Los Angeles County Operational Area (LACOA) have worked together for years to prepare for natural, technological, and human-caused disasters. California led the way in the 1940's with the development of the statewide mutual aid system. Then Southern California fire agencies, through FIRESCOPE, developed the Incident Command System (ICS) to strengthen the command and coordination of fire resources responding to and managing large scale emergencies. Both of these regional fire service systems are now in use nationwide. Several years ago, in keeping with the progressive approach within the Southern California fire service, LAAFCA established a vision to create and operate a nationally recognized regional training and education program. Through this initiative to develop regional training for the ever- changing fire service environment, the RTG has proven to be quite successful at creating, conducting, and evaluating regional training through multi-agency integration. The outcomes have been remarkable and are indeed a force multiplier in comparison to what a local, independent fire department can accomplish within its own training apparatus. DISCUSSION: Currently 9,000 professional firefighters within LAAFCA's sphere of influence serve a population of well over 10 million people and the RTG's efforts have ramped up resource leverage, have increased the capacity of first responders and specialty teams to handle the most critical work required in the event of terrorism or other disaster, and have become a State, if not Nationally recognized initiative -simply put the LAAFCA RTG vision of regional training has become a reality and is a very important component of all 3 0 fire departments within the region. Through RTG's regionalized training, emergencies are handled more seamlessly thus increasing the fluidity of the operation. When a disaster strikes the Los Angeles region, no one department will be able to handle all calls for assistance in a widespread emergency response. Through this cooperation, the 30 fire agencies in the Los Angeles region have built relationships by promoting trust with the goal of achieving interoperability between all partner agencies. Beyond the operational benefits, firefighter service delivery improvements to all communities within Los Angeles County, as well as improvements in preparation and response to terrorism or other large- scale disasters have improved. The Joint Powers Agreement under consideration will ensure regional training continues even as Federal Homeland Security funds diminish. In fact, the past three-years has seen an annual *$20 million-dollar reduction in Homeland Security funding that would otherwise be available for projects such as RTG and there is no certainty that these dollars will return to levels that were once the norm. *Funding for the Los Angeles Regional Interoperable Communication System (LA-RICS) has seen a three-year $60 million dollar carve out for the project; funds that were used for such projects as the RTG. By joining the Joint Powers Agreement (JP A), agencies are guaranteeing participation in fire service regional training even if Federal dollars expire. Additionally, by becoming an early adopter of the RTG JPA, the Fire Chief will become a board member and will determine critical aspects that will impact future training such as: Approve Joint Powers Agreement and Resolution for the Los Angeles Area Regional Training Group Page 3 of3 -October 16, 2018 • Creating Bylaws and/or other guidelines • Developing Overall Policy & Strategies for regional training • Developing a comprehensive plan for equitable funding • Developing a budget • Creating committees and sub-committees, as needed • Other related responsibilities as set forth by the JP A Board that will benefit all local fire departments that choose to join the Regional Training Group Authority OPTIONS: The City Council has the following options: 1) Approve staffs recommendation; or 2) Provide alternative direction. FISCAL IMP ACT: There are no fees associated with joining the RTG JP A at this time, however, it is anticipated that establishing a budget and seeking funding from member agencies will be a top priority. That said, the goal will be to provide equity, fairness, and transparency for all member agencies and ultimately to follow LAAFCA's vision and training 9,000 professional firefighters as one. Additional Approvals: Approved via email Kimberly Hall Barlow City Attorney ATTACHMENTS: Attachment No. 1 - Attachment No. 2 - Exhibit A- Joint Powers Agreement Information/Questions & Answers Resolution No. 2018-128 Joint Powers Agreement for the Los Angeles Area Regional Training Group (RTG) ATTACHMENT NO. 1 Los Angeles Area Regional Training Group Los Angeles Area Fire Chiefs Association JOINT POWERS AGREEMENT LOS ANGELES AREA REGIONAL TRAINING GROUP. JP A Information/Q&A Background: By establishing the Regional Training Group (RTG) JPA, we are on the cusp of developing the next major cooperative nationally recognized Fire Service program. Fire agencies in the Los Angeles County Operational Area have worked together for years to prepare for natural, technological, and human-caused disasters. California led the way in the 1940's with the development of the statewide mutual aid system; Southern California fire agencies, through FIRESCOPE in the 1970's, developed the Incident Command System to strengthen the command and coordination of the mutual aid system. Both of these regional fire service systems are now in use nationwide. Today the Los Angeles Area Fire Chiefs Association (LAAFCA) has set a vision for the RTG to create and operate a nationally recognized regional training and education program. As part of a larger initiative to develop regional training for a progressive fire service environment, the RTG has successfully proven that regional training through multi-agency integration is a force multiplier that ramps up resource leverage, and actually increases the capacity of first responders and specialty teams to handle the most critical work which terrorism or disasters present. Through regionalized training, any and all emergencies are handled more seamlessly thus increasing the efficiency and effectiveness of operations. When a disaster strikes the LA region, no one department will be able to handle all calls for assistance in a widespread emergency response. Through cooperation, the 30 fire agencies in the LA region have built relationships by promoting trust with the goal of achieving interoperability between all partner agencies. Combined with the dangers that exist in urban/metropolitan framework is the fact that fire department leaders are being asked to do more with less. This requires training officers to look for new ways to continually deliver critical training information to their audiences. Fire department training remains the best insurance policy that any agency can provide to ensure the safety and operational effectiveness of its members and to the public it serves. That belief mandates that the region's fire departments work in a cooperative manner within the urban area Homeland Security Strategic Plan to effectively and efficiently develop and deliver standardized training to all of its firefighters. The RTG Strategic Plan identifies ways to better prepare for human-caused and natural disasters and was developed under the direction of the LAAFCA by the RTG. The next step in this evolution of c.ooperation is the establishment of a Joint Powers Agreement (JP A). LAARTG JP A Information and Q&A 2 Discussion: LAAFCA is seeking support from all 30 fire departments within the Los Angeles Area to create the RTG Joint Powers Agreement (JP A). By doing so, the Los Angeles Area Fire Chiefs will develop a governance structure that ensures an equitable and sustainable level of cost-effective standardized all-risk training (inclusive of all in-service related training that is not supported by homeland security grants). This LA regional based program has the potential to provide Fire Service Training Standards across the nation as the aforementioned Mutual Aid and FIRES COPE systems did years ago, while creating national significance. In our current structure, we have already provided a framework for training fire department personnel to meet the full range of potential terrorism caused disasters in the region. The current training platform is Homeland Security Grant funded and is an undertaking that mandates establishing centralized regional training priorities with a Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) nexus. By creating a JP A, the fire chiefs are able to provide all areas of Regional Fire Service training while not limiting to the restrictions of CBRNE related training that Homeland Security Grants impose (think advancements in fire suppression operations, emergency medical services [EMS], leadership development and similar training that can be delivered to your local firefighters). In the aftermath of September 11, 2001 attacks in New York, Washington and Pennsylvania, first responders nationwide had to identify new ways to prepare for the unthinkable. New curriculum, tools, equipment and methods for safe firefighting and rescue operations continue to evolve. Incident command elements have had to be further developed to operate effectively within the unified command, multi-agency, mutual aid environment. Although departments like Los Angeles Fire Department and Los Angeles County Fire Department possess unmatched resources, every department in the LA region has something to offer through a cooperative and collaborative manner which will make all of the 9000 professional firefighters within the Los Angeles region better by training as one. It is the ongoing goal of the RTG to design, coordinate and deliver cost-effective fire service training equitably to all the participating agencies. The RTG training programs utilize trained instructors from across the region to deliver the necessary learning at shared regional facilities of all types, through online training and via multi-media communications to fire stations. LAARTG JPA Information and Q&A 3 Outcomes & Responsibilities: The strategy of the RTG JPA may require a fundamental change of thinking by the participating agencies; switching from individual stand-alone Non-CBRNE training to a regionally supported and administered training program beneficial to the end goal of training as one. The establishment of this JP A, in concert with the administration of a robust regional training program, will help bring about a culture that accepts local control and self-directed learning for independent fire departments while acknowledging and promoting the value of standardization and regional training; the greatest good for the greatest number of first responders! 1. What are the responsibilities of each member agency that joins the JPA? • Member agencies provide administrative control & oversight through a legal framework • Member agencies agree to meet on a routine basis in compliance with the Brown Act • Member agencies agree to create an executive committee, as needed • It is anticipated that member agencies will be asked to conduct the following: o Create Bylaws and/or other guidelines o Develop Overall Policy & Strategies for regional training o Develop a comprehensive plan for equitable funding o Develop a budget o Create committees and sub-committees, as needed o Other related responsibilities as set forth by the JP A Board 2. What specific capabilities will member agencies obtain from participating in this JPA? • Non-CBRNE related In-Service Training • Agency specific, targeted training • Research opportunities & funding (such as the WiFIRE Project related to wilfire analysis) • Use ofRTG Training which in tum should offset or augment annual training budgets for participating agencies • Confidence that mutual aid and automatic aid agencies from the LA Region responding into the jurisdiction of the incident are trained to function at a competent and professional level of performance • Membership in a nationally recognized fire service training program which is intended to partner with Community Colleges and University undergraduate and graduate level educational programs LAARTG JPA Information and Q&A 4 Outcomes & Responsibilities (Cont'd): 3. What would be the monetary costs for RTG JP A membership? It is important to note that LAAFCA is not asking any agency at this time to provide any funding to join the JP A. The JP A Board will be tasked with creating an equitable funding plan for each member agency. Methodologies used to determine annual monetary contributions would be the responsibility of the Board. The points listed below are examples of monetary costs formulas and/or revenue generating plans that the JP A Board may consider: • Annual contributions that are to be determined by the JP A Board could include: o Scalable set fee per agency (0-50 employees; 51-200 employees; etc.) o A per capita cost with a formula agreeable to all participating agencies o In-kind services to the JP A to offset cost of membership o ISA agreements with Educational Partners which produce FTE Revenue generation for the JPA o Securing Grants (Non-related Homeland Security Grants not requiring a CBRNE training nexus) o Other recommendations by finance officials and approved by the signatory agencies (RTG JP A Board Members) The RTG is exploring possibilities to be presented to the JP A Board for revenue generation once the IPA is established. The following programs are examples of revenue generating possibilities for the JPA: • Granting access of RTG developed training to Fire Departments outside of the LA region for a fee. Hence, developing Industry training standards while generating revenue for the JP A. There are departments outside of the region already requesting access to RTG training. • Selling advertising space on the newly developed RTG Mobile App • Donations from private donors, private entities or higher learning centers/universities. • Public/private partnerships related to studies, research, training or other activities that support regional training Finally, Firehouse World Conference is moving to Los Angeles in 2019, making the timing for the JP A optimal. The best way to predict the future is to create it! ATTACHMENT NO. 2 RESOLUTION NO. 2018-128 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, APPROVING THE LOS ANGELES AREA REGIONAL TRAINING GROUP (RTG) JOINT POWERS AGREEMENT; AUTHORIZING THE CITY'S MEMBERSHIP IN THE LOS ANGELES AREA REGIONAL TRAINING GROUP AUTHORITY; AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE JPAAGREEMENT. WHEREAS, pursuant to Government Code §6500, et seq., the City Council approves the JPA and authorizes the City's membership in the Regional Training Group (RTG) Authority. WHEREAS, the City Manager is authorized and directed to execute the Los Angeles Area RTG Joint Powers Agreement to effectuate the intent of this Resolution. The City Manager, or designee, is authorized to take such reasonable actions as may be required to implement the intent of this Resolution. WHEREAS, this Resolution will become effective immediately upon adoption and will remain effective unless superseded or repealed, in which case the City will withdrawal from the Los Angeles Regional Training Group Joint Powers Authority (JP A) in accordance with terms of the Joint Powers Agreement (JP A). NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES RESOLVE AS FOLLOWS: Section 1. The City recognizes the need to organize and establish a consolidated area training group to address fire protection and safety issues for the benefit of the lands and inhabitants; Section 2. The City supports the efforts to establish, operate, and maintain a joint powers authority for the purpose of integrating, sharing, and combining resources, facilities, regional assets, and information related to training firefighters and researching fire prevention, protection, and safety techniques, issues, and information for the benefit of their respective lands and inhabitants; Section 3. The Joint Powers Agreement (JP A) attached as Exhibit A, and incorporated by reference, creates a Joint Powers Authority to conduct coordinated fire protection and safety trainings, and to address emerging fire protection and safety issues throughout the Los Angeles Area and other areas that appear to have a connection or nexus to the Los Angeles Area; and Section 4. The City desires to become a member of the Los Angeles Area Regional Training Group (RTG) authority. Section 5. The City Clerk shall certify to the passage and adoption of this Resolution. PASSED, APPROVED, AND ADOPTED this 16th day of October 2018. APPROVED AS TO FORM Kimberly Hall Barlow City Attorney Lloyd Johnson Mayor ATTEST Nickolas S. Lewis City Clerk I, HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof on the 1 ~ day of October 2018, by the following vote of the City Council: AYES: NOES: ABSENT: ABSTAIN: Nickolas S. Lewis City Clerk EXHIBIT A JOINT POWERS AGREEMENT FOR LOS ANGELES AREA REGIONAL TRAINING GROUP This Joint Powers Agreement ("Agreement") is executed by and among those public agencies, duly organized and existing, which are parties signatory to the Agreement, including parties that may later become signatories to this Agreement, for the purpose of operating a joint powers authority as provided in this Agreement. This Agreement is created pursuant to Article 1 (commencing with Section 6500) of Chapter 5, Division 7, Title I of the California Government Code relating to the joint exercise of powers between the public agencies. Each public agency executing this Agreement shall be referred to individually as "Member," with all referred to collectively as "Members." RECITALS WHEREAS, the Members have and possess the power and authority to organize and establish a consolidated area training group to address fire protection and safety issues for the benefit of the lands and inhabitants within their respective boundaries; and WHEREAS, the Members propose to join together to establish, operate, and maintain a joint powers authority for the purpose of integrating, sharing, and combining resources, facilities, regional assets, and information related to training firefighters and researching fire prevention, protection, and safety techniques, issues, and information for the benefit of their respective lands and inhabitants; and WHEREAS, it is in the public interest to provide a means by which other public agencies may request training and other services for the benefit of their lands and inhabitants; and WHEREAS, it is to the mutual benefit of the Members to create a joint powers authority, and the Members have the authority under the Joint Exercise of Powers Act, in California Government Code Section 6500, et seq., to enter into this Agreement. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained in this Agreement, the Members agree as follows: ARTICLEl DEFINITIONS Unless the context requires otherwise, the terms used in this Agreement shall have the following meanings: 1.1 "Act" shall mean the Joint Exercise of Powers Act, in California Government Code Section 6500, et seq. 1.2 "Agreement" shall mean this Joint Powers Agreement, as originally entered into and as amended from time to time in accordance with the provisions of this Agreement. 1.3 "Authority" shall mean the Los Angeles Area Regional Training Group created by this Agreement. 1.4 "Associate Member" means a public agency which is a party to an Associate Membership Agreement entered into between the Authority and such public agency pursuant to Article 4 of this Agreement. 1.5 "Board of Directors" or "Board" shall mean the governing body of the Authority. 1.6 "Bylaws" shall mean guidelines adopted by the Board of Directors setting forth policies and procedures for the operation of the Authority and for the exercise of the Board's powers granted in this Agreement, as amended from time to time by the Board. 1.7 "Director(s)" shall mean the individuals serving on the Board of Directors. 1.8 "Effective Date" shall mean the date referenced in Article 3 and upon which this Agreement becomes effective and binding upon the Members. 1.9 "Executive Committee" shall mean the Executive Committee of the Board of Directors of the Authority. 1.10 "Fiscal Year" shall mean that period of twelve months which is established by the Board of Directors or the Bylaws as the fiscal year of the Authority. 1.11 "Member" means any public agency as the term "public agency" is defined by Section 6500 of the Act, which includes, but is not limited to, any federal, state, county, city, public corporation, public district of this state or another state, or any joint powers authority formed pursuant to the Act by any of these agencies which has executed this Agreement and has become a member of the Authority. ARTICLE2 CREATION OF JOINT POWERS AUTHORITY; PURPOSES 2.1 Pursuant to the Act, there is hereby created a joint powers authority to be known as Los Angeles Area Regional Training Group ( also referred to herein as the "Authority"). The Authority shall be a public entity separate and apart from the Members, and shall administer this Agreement. 2.2 The purpose of the Authority is to establish a separate organization for the exercise of powers common to the Members, which may include conducting coordinated trainings and sharing resources, including but not limited to, facilities, equipment, and information, related to training firefighters and researching fire prevention, protection, and safety techniques, issues, and information, and to address emerging and existing fire protection and safety issues for the benefit of their respective lands and inhabitants, in the manner set forth in this Agreement. 2.3 The Authority is intended to conduct coordinated fire protection and safety trainings, and to address emerging fire protection and safety issues throughout the Los Angeles County area and other areas that appear to have a connection or nexus to Los Angeles County, encouraging 2 maximum cooperation between all fire department agencies, and promoting the safety of both fire personnel and the public, accomplished in an effective manner by the following means, including but not limited to: a) Researching, identifying and selecting a records and business management system to be utilized by all Members for financial records, logistical support, training needs, and other purposes. b) Designing an initial plan to utilize training centers for training focused on firefighting activities, including Fire Suppression, Paramedic, Hazardous Materials and Urban Search and Rescue training. c) Constructing and conducting a comprehensive training needs assessment for the Authority or its Members. d) Training regional training staff and instructors on procedures and defining expectations to enable the success of the collaborative efforts. e) Designing a comprehensive plan for equitable, effective education and training delivery for Members that utilizes all available delivery systems and training centers, sites, or facilities used by the Authority. f) Updating the comprehensive plan for equitable, effective education and training deliveries for Members based on experience using the plan on an ongoing basis. ARTICLE3 PARTIES TO AGREEMENT; EFFECTIVE DATE 3.1 This Agreement shall become effective, and the Authority shall come into existence, when this Agreement is authorized and executed by not less than three (3) public agencies ("Effective Date"). 3.2 Members may submit written notice of immediate withdrawal from the Authority within 180 days after the Bylaws are adopted. There will be no costs for any Member that withdraws from the Authority within this time period. It is the intent of the Members that Bylaws will be developed and adopted by the Board, as authorized under Section 6.04(a), and that the Authority will seek applicable and necessary liability coverage during this period. Notice shall be given to all Members pursuant to Section 18.02 within five (5) business days of adoption of the Bylaws. The notice shall include a copy of the adopted Bylaws. After the Bylaws have been adopted, Members may withdraw from the Authority during the specified period in accordance with the provisions of this Section 3. 02. After expiration of the stated time period, any Member may withdraw from the Authority in accordance with Article 16 of this Agreement, and will be reimbursed its pro-rate portion of monetary contributions as set forth in Article 16. 3 ARTICLE4 ASSOCIATE MEMBERSHIP AGREEMENT 4.1. Power to Enter Into Associate Membership Agreements. In addition to those powers specified in this Agreement, the Authority shall have the power to enter into Associate Membership Agreements with any public agency upon the approval thereof by a majority vote of all members of the Board. 4.2. Contents of Associate Membership Agreement. Each Associate Membership Agreement shall: a) State that the public agency is an Associate Member of the Authority. b) Specify that the purpose of the Associate Membership Agreement is (i) to facilitate cooperation between fire department agencies to carry out the stated purposes of the Authority; and (ii) to contribute fire department personnel or facilities, who or that shall remain under the general direction and control of the respective Associate Member agency to which they or it belongs, to the Authority to assist in carrying out the activities of the Authority. c) Restrict the powers and obligations of such Associate Member public agency with respect to the Authority to those enumerated in this Article 4. d) Specify that such public agency shall not have the power to: (i) vote on any action to be taken by the Authority; or (ii) appoint a Director to the Board. e) Specify the fees, if any, to be charged such public agency for its participation in the Authority. f) Specify to what extent, if any, the Associate Member may share in asset distributions. 4.3. Approval of Associate Membership Agreements. In determining whether to approve an Associate Membership Agreement with a public agency which proposes to be an Associate Member, the Board may take into account any criteria deemed appropriate to the Board. ARTICLES POWERS 5.1 The Authority shall possess in its own name all powers granted to it by law, including, but not limited to, any powers common to the Members, and the following enumerated powers: a) To make and enter into, in its own behalf and not on behalf of the individual Members, contracts consistent with this Agreement, including, but not limited to, contracts to retain or provide services, contract to permit others to use facilities, rent out facilities, and to purchase, lease, or dispose of equipment or supplies. b) To acquire by purchase or lease, hold, and dispose of property, real and personal. 4 c) To receive gifts, contributions, and donations of property, funds, services, and other forms of assistance from persons, firms, corporations, entities, Members, and any governmental entity, in accordance with applicable laws, including applicable Los Angeles County Conflict of Interest Code and State conflict of interest laws. d) To sue and be sued in its own name. e) To apply for, accept, and receive appropriate grants, loans, and other assistance under any Federal, State, or local programs for assistance in developing any of its programs or providing services to other public entities. f) To issue bonds and to otherwise incur debts, liabilities and obligations, provided that no such bond, debt, liability or obligation shall constitute a debt, liability or obligation of the individual respective Members. g) Apply for, accept, and receive all licenses and permits from any federal, state, or local public agency. h) To appoint committees and adopt rules, regulations, policies, Bylaws, and procedures governing the operation of the Authority. i) To add Members or Associate Members to the Authority as approved by the Authority Board of Directors and the existing Members as provided herein. j) To appoint/hire officers, employees, agents, or consultants and adopt personnel rules and policies governing officers and employees. k) To reimburse Members for overtime expenditures of a Member's contributed personnel who is/are assigned to assist in carrying out the activities of the Authority as directed by the Executive Director of the Authority and approved by the Executive Committee in accordance with Section 13.06 of this Agreement. Such overtime expenditures, if any, shall be paid in accordance with all applicable State and Federal laws, including the Fair Labor Standards Act. 1) To purchase equipment with prior approval by the Executive Director and pursuant to the Board's purchasing policy. m) To assign personnel contributed from the Members or Associate Members to positions that fulfill the needs of the Authority, who shall remain under the general direction and control of the respective Member or Associate Member agency to which such personnel belong. n) To invest, or cause to be invested, and manage, or cause to be managed, Authority funds, by and through the Treasurer, in accordance with State law. o) To obtain all types of insurance as may be necessary to cover the liabilities of the Authority or its Members as determined by the Board. 5 p) To exercise such other powers and authority as are necessary and proper to carry out its functions herein, and as provided in the Act or otherwise permitted by law. 5.2 Pursuant to Government Code Section 6509, the powers of the Authority shall be exercised in accordance with the Act, and shall be subject to the restrictions upon the manner of exercising such powers that are imposed upon the El Segundo Fire Department. 5.3 Each Member expressly retains all rights and powers to finance, plan, develop, construct, equip, maintain, repair, manage, operate, and control equipment, facilities, properties, projects, and information that it deems in its sole discretion to be necessary or desirable for its own fire protection needs, and that are authorized by the laws governing it. This Agreement shall not be interpreted, and the Authority created herein, shall not have the power to impair or control any of the Members' respective rights, powers, or title to such equipment, facilities, properties, information, and projects, nor shall any Member be required to provide additional personnel, equipment, or services to the Authority than as provided in this Agreement, without the written consent of the Member. 5.4 Each Member expressly retains all rights and powers to use other funds or funding sources to finance, plan, develop, construct, equip, maintain, repair, manage, operate, and control equipment and facilities for their fire protection and safety needs. ARTICLE6 ORGANIZATION 6.1 Composition of Board. The Authority shall be governed by the Board of Directors, which shall be composed of the Fire Chief of each member agency. Each Director may designate an alternate to act in his/her place on the Board, provided the alternate is a person at executive command rank. Each Member shall provide a written designation of its Director representative to the Authority. The Board shall maintain a list of all current Members in good standing who serve on the Board. The Board of Directors may allow for an alternate of the designated representative to the Authority in accordance with the Bylaws of the Authority. 6.2 Termination of Status as Director. A Director shall be removed from the Board of Directors upon the occurrence of any one of the following events: a) The withdrawal or removal of the appointing Member from the Authority; b) The death or resignation of the Director, in which case the appointing Member will provide a replacement Director; c) The Authority's receipt of written notice from the Member that the Director appointed by that Member is no longer qualified; or d) The Board by at least a two-thirds (2/3) vote of the entire Board determines to remove a Director, in which case the appointing Member will provide a replacement Director. 6.3 Compensation. Directors and their alternates, if any, are not entitled to compensation by the 6 Authority. The Board of Directors may authorize reimbursement of expenses incurred by Directors in the performance of services for the Authority where such expenses are not paid by the appointing Member. 6.4 Powers of Board. The Board of Directors shall have the following powers and functions: a) Except as otherwise provided in this Agreement, the Board shall exercise all powers and conduct all business of the Authority, either directly or by delegation to other bodies or persons. The primary objective of the Board is to establish overall policy and strategy. As such, the Board may adopt and amend Bylaws or other guidelines setting forth policies and procedures for the operation of the Authority and for the exercise of the Board's powers granted herein. b) The Board may form an Executive Committee, as provided in Article 8. The Executive Committee may exercise all powers or duties of the Board, except (i) the adoption of the Authority's annual budget or any amendments thereto, (ii) the adoption of the Bylaws or any amendments thereto, and (iii) the issuance of bonded debt, which powers are expressly reserved to the Board. All actions by the Executive Committee shall be subject to review, and approval, modification, or disapproval, by the Board at its discretion. c) The Board may form, as provided in Article 10, such other advisory committees as it deems appropriate or it may delegate such power to the Executive Committee in the Bylaws or by resolution of the Board. The membership of any such other committee may consist in whole or in part of persons who are not Directors of the Board. d) The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Authority. To the extent that the budget includes funding by Members, such funding is subject to approval by the governing bodies of those Member agencies. Adoption of the budget may not be delegated. e) The Board shall receive, review and act upon periodic reports and audits of the funds of the Authority, as required under Articles 10 and 13 of this Agreement, including contracting with a certified public accountant for an annual audit of accounts, records, and financial affairs of the Authority as necessary or required. g) The Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Authority including but not limited to making and entering into contracts; employing agents and employees; acquiring, holding, and disposing of property; incurring debts, liabilities or obligations necessary for the operation of the Authority; receiving, accepting and expending or disbursing funds, by contract or otherwise, for purposes consistent with the provisions hereof; adopting contracting and purchasing rules and regulations, internal :financial controls, personnel rules and regulations, maintaining at all times a complete and accurate system of accounting for all funds of the Authority, and similar rules and regulations consistent with State law governing public agencies. h) Adopt any rules, regulations, and policies as may be required for meetings, the conduct of meetings, and the orderly operation of the Authority. 7 ARTICLE7 MEETINGS OF THE BOARD OF DIRECTORS 7.1 Regular Meetings. The Board of Directors shall hold at least two (2) regular meetings each year. The Board of Directors shall fix by resolution or in the Bylaws the date upon which, and the hour and place at which, each regular meeting is to be held. Meetings of the Board of Directors, Executive Committee, and any other "legislative body" of the Authority, as that term is defined in Section 54952 of the California Government Code, shall be called, noticed, and conducted in accordance with the Ralph M. Brown Act, Section 54950 et seq. of the California Government Code. 7.2 Minutes. The Authority shall have minutes of each regular, adjourned regular, and special meetings kept by the Secretary. As soon as practicable after each meeting, the Secretary shall forward to each Board member a copy of the minutes of such meeting. 7.3 Quorum. A majority of all members of the Board and the Executive Committee, respectively, is a quorum for the transaction of business. A vote of the majority of a quorum at a meeting of the Board or the Executive Committee is sufficient to take action unless otherwise provided in the Bylaws; except that a majority of all members of the Board is required in order to take action on: (i) the adoption of the Authority's annual budget and any amendment(s) thereto, (ii) the adoption of the Bylaws and any amendment(s) thereto, and (iii) the issuance of any bonded debt of the Authority. However, less than a quorum may adjourn from time to time but may not take action on matters before the Board or Executive Committee. 7.4 Voting. Each Director of the Board shall have one vote. ARTICLES EXECUTIVE COMMITTEE 8.1 As set forth in Section 6.04 above, the Board may establish an Executive Committee which shall consist of no less than three (3) Directors selected from the Board. The Board will determine the number of Directors to serve on the Executive Committee. The Executive Committee will include the Chair of the Authority designated pursuant to Article 9. Except as otherwise provided herein, the composition, the terms of office of the Directors serving on the Executive Committee, and the conduct of the Executive Committee shall be as provided in the Bylaws. The Executive Committee shall conduct the business of the Authority between meetings of the Board, exercising all those powers as provided for in Section 6.04(b), or as otherwise delegated to it by the Board. 8.2 Each Director on the Executive Committee, except for the Chair of the Authority, shall be confirmed and approved by the Board of Directors by a majority vote of the entire Board. 8.3 Any vacancy on the Executive Committee shall be filled by the Board within ninety (90) days of the vacancy. 8 ARTICLE9 OFFICERS 9.01 The Board shall nominate and elect a Chair, Vice Chair, and Secretary of the Authority, each for a term of two (2) years, from among the Directors at its last meeting of every odd-year Fiscal Year. Each officer shall assume the duties of the respective office upon election. If an officer ceases to be a Director of the Board, the resulting vacancy shall be filled at the next regular meeting of the Board held after the vacancy occurs or at a special meeting of the Board called to fill such vacancy. In the absence or inability of the Chair to act, the Vice Chair shall act as Chair. The Chair shall preside at and conduct all meetings of the Board. The Board may appoint such other officers as it considers necessary and as provided in the Bylaws. ARTICLE 10 COMMITTEES 10.01 The Board may establish advisory committees as it deems appropriate or it may, in the Bylaws or by resolution, delegate such power to the Executive Committee. Members of committees shall be appointed by the Board or the Executive Committee. Each committee shall have those duties as determined by the Board or the Executive Committee or as otherwise set forth in the Bylaws. Each committee shall meet on the call of its chairperson, and shall report to the Executive Committee and the Board as directed by the Board or the Executive Committee. ARTICLE 11 LIABILITY OF BOARD OF DIRECTORS, OFFICERS AND COMMITTEE MEMBERS 11.1 The members of the Board of Directors, officers and committee members of the Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. 11.2 No Director, officer or committee member shall be responsible for any action taken or omitted by any other Director, officer or committee member. No Director, officer or committee member shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement. 11.3 The Authority may acquire and maintain insurance protection as is necessary to protect the interest of the Authority and its Members in its administration of the Authority in accordance with Article 14 below. ARTICLE 12 STAFF 12.1 Principal Staff. The following staff members shall be appointed by and serve at the pleasure of the Executive Committee: a) Executive Director. The Executive Director shall administer the daily business and activities of the Authority, subject to the general supervision and policy direction of the 9 Board and the Executive Committee; shall be responsible for all minutes, notices and records of the Authority; shall administer all contracts; may enter into contracts within authority set by the Board or Executive Committee, and shall perform such other duties as are assigned by the Board or Executive Committee. The Executive Director may be a contractor or an employee of one of the Members or Associate Members of the Authority and shall have obtained senior fire department management rank that will provide a range of operational capability to the Authority. b) Legal Counsel. With the approval of the majority of the Board, legal counsel shall be appointed to serve as general counsel ("General Counsel") to the Authority. 12.2 Support Staff. Subject to the approval of funding in the Authority's budget and to the general supervision and direction of the Board and Executive Committee, the Executive Director shall provide for the appointment of such other staff as may be necessary for the administrative support of the Authority, which staff shall be employees of the Authority. Upon mutual agreement, a Member may provide supplemental administrative support services in exchange for reimbursement by the Authority, or as a contribution credit for services. Administrative personnel of a Member performing these functions remain employees of the contributing Member, and are not employees of the Authority. 12.3 Treasurer and Controller. Pursuant to Section 6505.5 and 6505.6 of the Act, the finance director and finance manager from an original member agency will be selected and designated as the Treasurer and Controller, respectively, of the Authority. The Treasurer and the Controller shall be employees of the same Member. The Treasurer shall be the depository and have custody of all funds of the Authority. The Controller shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. The Treasurer and Controller shall have the duties and obligations set forth in Section 6505, 6505.1, and 6505.5 of the Act, as those sections may be amended from time to time. To the extent permitted by the Act, the Board of Directors may change the Treasurer and Controller of the Authority to any person or entity that is authorized by the Act to occupy such offices. 12.4 Compensation. With the exception of the appointing Member for work performed by the designated Treasurer and Controller, per a written agreement approved by the Board ofDirectors for :financial services, there shall be no direct compensation paid by the Authority to any individuals contributed by a Member or Associate Member agency to serve in the capacity as an officer of the Authority, such as the Executive Director, General Counsel, or any other individuals who are employed by a Member or Associate Member agency and contributed to the Authority under this Article 12, unless direct reimbursement is otherwise authorized pursuant to Section 12.02 or Section 13.06 of this Agreement. 12.5 Personnel Contributed by Members. Participating personnel (both sworn and non- sworn) assigned to the Authority by a Member or Associate Member shall not be considered employees or contractors of the Authority for any purpose. Such personnel shall during the period of assignment remain employees of the assigning Members or Associate Members. 10 ARTICLE 13 BUDGET, OPERATING FUNDS, AND AUDITS 13.1 Annual Budget. The Executive Director will prepare and submit to the Board of Directors in sufficient time for revision and adoption prior to July 1 of each year, the annual budget of the Authority for the next succeeding Fiscal Year. 13.2 Disbursement of Funds. The Executive Director or his/her designee shall cause to have warrants drawn for the payment of funds or disbursements and such requisition for payment in accordance with rules, regulations, policies, procedures, and Bylaws adopted by the Board. The Executive Director may apply for, receive, and use credit cards for the sole purpose of conducting Authority business in accordance with applicable written rules and regulations. 13 .3 Accounting. All funds received by the Authority shall be placed in the custody of the Treasurer. These funds shall be given object accounts, and the receipt, transfer, or disbursement of such funds during the term of this Agreement shall be accounted for by the Controller in accordance with generally accepted accounting principles applicable to governmental entities. There shall be strict accountability of all funds by the Controller. All revenues and expenditures shall be reported by the Controller to the Executive Committee on a quarterly basis, unless otherwise required by the Board of Directors. 13.4 Approval of Expenditures. All expenditures within the approved budget shall be made upon the approval of the Executive Director in accordance with the rules, policies, and procedures adopted by the Board 13.5 Records and Audit. The Controller shall cause to be kept accurate and correct books of account showing in detail all financial transactions of the Members relating to the Authority, which books of account shall correctly show any receipts and also any costs, expenses, or changes paid or to be paid to a Member. These books and records of the Authority in the hands of the Controller shall be open to inspection at all times during normal business hours by any representative of a Member, or by any accountant or other person authorized by a Member to inspect the books of records. The Controller shall cause the books of account and other financial records of Authority to be audited annually, or biennially if so authorized by the Board of Directors, by an independent certified public accountant and any cost of the audit shall be paid by the Authority. The minimum requirements shall be those prescribed by the State Controller under California Government Code section 26909 and in conformance with generally accepted auditing standards. The annual audit, or biennial as the case may be, shall be submitted to the Board of Directors and the Executive Committee when completed. ARTICLE 14 INDEMNIFICATION AND INSURANCE 14.1 Obligations of the Authority. The debts, liabilities and obligations of the Authority ("Authority Obligations") shall be the debts, liabilities and obligations of the Authority alone. Authority Obligations shall not constitute debts, liabilities, and obligations of any individual Member, and the Members shall have no liability therefore. 11 14.2 Contributed Member Employees. The Members acknowledge that each Member may be contributing and assigning its own personnel to a cooperative pool of personnel to provide service to the Authority. Each such contributing Member shall be solely responsible for and retain all debts, liabilities, and other obligations for all activities of its employees while acting in the course and scope of their assignment to the Authority, and shall maintain sufficient insurance coverage, as determined by the Member, in effect at all times to cover any such claim, loss, liability, or obligation, or otherwise provide for payment of such liability. Members may elect to self-insure any insurance obligation under this Agreement. 14.3 Member Indemnity for General Liability of Contributed Employee. Each Member shall protect, defend, indemnify, and hold free and harmless the Authority and the other Members, their respective elected and appointed boards, officials, officers, agents, volunteers, and employees from and against any and all liabilities, damages, loss, cost, claims, expenses, actions, or proceedings of any kind or nature caused by an employee of the Member who is performing Authority primary or support functions, including, but not by way of limitation, injury or death of any person, injury or damage to any property, including consequential damages and attorneys' fees and costs, resulting or arising out of or in any way connected with the alleged willful or negligent acts or omissions in the course and scope of carrying out their responsibilities in the performance of their duties to the Authority and for which each Member shall maintain sufficient liability coverage, pooled self-insurance coverage, or a program of self-insurance, which includes coverage for contractual promises to indemnify, in effect at all times as determined by the Board of Directors, to cover any such damage claim, loss, cost, expense, action, proceeding, liability, or obligation. 14.4 Member Indemnity for Workers Compensation Liability of Contributed Employee. Each Member shall fully indemnify and hold harmless the Authority and each other Member, its officers, employees and agents, from any claims, losses, fines, expenses (including attorneys' fees and court costs or arbitration costs), costs, damages or liabilities arising from or related to (1) any workers' compensation claim or demand or other workers' compensation proceeding arising from or related to, or claimed to arise from or relate to, employment which is brought by an employee of the respective agency or any contract labor provider retained by the public agency, or (2) any claim, demand, suit or other proceeding arising from or related to, or claimed to arise from or relate to, the status of employment (including without limitation, compensation, demotion, promotion, discipline, termination, hiring, work assignment, transfer, disability, leave or other such matters) which is brought by an employee of the fire department agency or any contract labor provider retained by the fire department agency. 14.5 Risk Management. The Authority shall employ the principles of sound risk management in its operations. Risks ofloss shall be identified, evaluated, and treated in a manner that protects the Authority and each Member from adverse financial consequences. This may be accomplished in part through the purchase of appropriate commercial insurance. The Board of Directors may designate a Risk Manager from one of the Members (the "Authority Risk Manager") who shall act in an advisory capacity to the Board to provide guidance in the area of risk management, loss control, insurance procurement, and claims management. The Authority Risk Manager or his/her designee will be responsible for maintaining the original insurance policies and other risk management and insurance documents. 12 14.6 Authority Indemnity of Members. The Authority shall protect, defend, indemnify, and hold free and harmless the Members, their respective elected and appointed boards, officials, officers, agents, volunteers, and employees, and the individual Chair, Vice Chair, and Secretary, from and against any and all liabilities, damages, loss, cost, claims, expenses, actions, or proceedings of any kind or nature caused by staff employed by the Authority hired pursuant to Section 12.02 including, but not by way of limitation, injury or death of any person, injury or damage to any property, including attorney's fees and costs, resulting or arising out of or in any way connected with the alleged willful or negligent acts or omissions in the course and scope of carrying out their responsibilities in the performance of their duties to the Authority. This provision of indemnify shall not be construed to obligate the Authority to pay any liability including, but not limited to, punitive damages, which by law would be contrary to public policy or itself unlawful. ARTICLE 15 MEMBER RESPONSIBILITIES 15.01 Each Member shall have the following responsibilities: a) To appoint its Director, or alternate as may be allowed, to or remove from the Board as set forth in Article 6. b) To consider proposed amendments to this Agreement as set forth in Article 18. c) To make contributions in the form of membership premiums, assessments, and fees, if any, in accordance with the Bylaws and as determined by the Board, for the purpose of defraying the costs of providing the annual benefits accruing directly to each party from this Agreement. Any such contributions are subject to approval by the governing bodies of Member agencies from whom such contributions are sought. d) To provide to the Authority such other information or assistance as may be necessary for the Authority to carry out fire protection or safety programs as determined by the Board. ARTICLE 16 ADMISSION AND WITHDRAWAL OF PARTIES 16.1 Public agencies with fire departments and federal and California fire agencies may become Members of the Authority upon approval and execution of this Agreement and under such terms and conditions as are determined by the Bylaws and upon approval of the Board. 16.2 The Authority shall file a notice of this Agreement within 30 days of its Effective Date with the office of the California Secretary of State, as required by California Government Code Sections 6503.5 and 6503.6. Upon any change in membership, the Authority shall file a notice of such change of membership within 10 days of its Effective Date with the Secretary of State and with the county clerk of each county in which the Authority maintains an office, as required by California Government Code Section 53051. 16.3 Members may withdraw from the Authority in accordance with the following procedures 13 and conditions: a) A Member may withdraw as provided and in accordance with Section 3.02 of this Agreement. b) After the expiration of the period provided in Section 3.02, a Member may withdraw as follows: (1) Effective Date of Withdrawal for a Member or Associate Member. Such withdrawal shall become effective sixty ( 60) days following the giving of written notice of withdrawal of participation by any Member or Associate Member agency to the Executive Director. (2) Disposition of Monetary Contributions Upon Withdrawal. Upon the withdrawal of a Member or Associate Member, that agency will be entitled to a pro-rata return of monetary contributions or payments it made to the Authority that have not been expended by the Authority as of the effective date of the Member's or Associate Member's withdrawal. The pro-rata return shall be calculated by taking the total monetary contributions or payments made by the then- existing Members and that have not been expended, encumbered, or contractually obligated by the Authority as of the effective date of the withdrawal, and dividing it by the number of then- existing Members. Such allocation shall be reduced by the amount of any delinquent fees or assessments owed by the Member or Associate Member. Each withdrawing or terminating Member acknowledges and agrees that it is not entitled to and has no rights to a return or share of any property, supplies, equipment, or other interests of the Authority, except as set forth in this Section or as otherwise approved by a majority of the Board. 16.4 The Board of Directors may terminate membership of any Member or Associate Member for any or no reason upon majority vote of the entire Board, upon the effective date set by the Board. 16.5 Upon any withdrawal or involuntary termination of a Member, the Member shall remain responsible and liable for any claims, demands, damages, or liability arising from the Member's membership in the Authority before the effective date of its withdrawal or involuntary termination of membership from the Authority. A Member shall not be responsible or liable for any claim, demand, damage, or liability arising after the effective date of its withdrawal or involuntary termination of membership from the Authority. The Authority may withhold funds otherwise owing to the Member or require the Member to deposit sufficient funds, as determined by the Board, to cover the Member's contingent responsibility for the foregoing claim, demand, damage, or liability. ARTICLE 17 DISSOLUTION AND DISPOSITION OF ASSETS 17 .1 Except as provided herein, the Members agree that all supplies and equipment purchased by the Authority shall be owned and controlled by the Authority as its sole and separate property and not as property of any Member. 14 17 .2 The Authority shall continue to exist and exercise the powers herein until the Authority is terminated and dissolved by a vote of two-thirds of the entire Board of Directors; provided, however, that no such dissolution shall be complete and final until the Authority has satisfactorily disposed of all financial obligations and claims, distributed all assets, and performed all other functions deemed necessary by the Board to conclude the affairs of the Authority. 17.3 Termination shall occur upon: a) The written consent of two-thirds of the Board of Directors; b) Full satisfaction of all outstanding financial obligations of the Authority; and c) All other contractual obligations of the Authority have been satisfied. 17.4 In the event of such termination of the Authority, any funds remaining following the discharge of all debts and obligations shall be disposed of by distribution to each Member who is on the Board immediately prior to the termination of the Authority, a share of such funds proportionate to the contribution made to the Authority by the Member which have accrued during its participation, to the extent determined by the Board in its sole discretion to be fair and equitable and consistent to the distribution of assets as specified in the Bylaws. 17 .5 Notwithstanding any other provisions of the Agreement, the Members agree to abide by the following procedure for selling of equipment in the event the Agreement is terminated. The equipment shall be given a fair market value by an appraiser agreed upon by the Board. Before the equipment is sold on the open market, each Member shall have the right to purchase the equipment at a price and under terms as agreed upon by the Board which may include a financing arrangement for the purchaser to allow for a transition period after the termination of this Agreement. If an agreement cannot be reached concerning a purchase of the equipment, then it shall be sold on the open market. Proceeds from the sale of equipment upon termination of the Agreement shall be distributed to the Members in a manner consistent with the distribution of assets as provided in the Bylaws, and any modifications to that formula adopted by the Board. ARTICLE 18 MISCELLANEOUS 18.1 Amendments. This Agreement may be amended with the maJonty approval of the Members; provided, however, that no amendment may be made that would adversely affect the interests of the owners of bonds, letters of credit, or other financial obligations of the Authority. The Executive Director shall file a notice of the amendment to this Agreement within 3 0 days of its effective date with the office of the California Secretary of State, as required by California Government Code Sections 6503.5 and 6503.6. 18.2 Notices. Any notice required or permitted to be made hereunder shall be in writing and shall be delivered in the manner prescribed herein at the principal place of business of each party. The party may give notice by: 15 • Personal delivery; • E-mail; • U.S. Mail, first class postage prepaid; • Facsimile; or • Any other method deemed appropriate by the Board. At any time, by providing written notice to the other parties to this Agreement, any party may change the place, facsimile number, or e-mail for giving notice. All written notices or correspondence sent in the described manner will be deemed given to a party on whichever date occurs earliest: • The date of personal delivery; • The fifth business day following deposit in the U.S. mail, when sent by "first class" mail; or • The date of transmission, when sent by e-mail or facsimile. 18.3 Effective Date. This Agreement shall be effective at such time as provided in Section 3.01. 18.4 Conflicts of Interest. No official, officer or employee of the Authority or any Member shall have any financial interest, direct or indirect, in the Authority. Nor shall any such officer or employee participate in any decision relating to the Authority that affects his or her financial interests or those of a corporation, partnership, or association in which he or she is directly or indirectly interested, in violation of any State law or regulation. The Authority shall be subject to a Los Angeles County Conflict of Interest Code, as adopted by the Board of Supervisors, and must comply with all filing and other requirements as set forth therein and in State law. 18.5 Dispute Resolution and Arbitration. Disputes regarding the interpretation or application of any provision of this Agreement shall first, to the extent reasonably feasible, be resolved by and between any Members, or by and between any such Member and the Authority, through consultation between the parties. In the event the parties cannot resolve their dispute, then the Executive Committee shall form a subcommittee of three non- interested, objective Members of the Executive Committee who may resolve the dispute. In the event the dispute cannot be resolved by the subcommittee of the Executive Committee, as provided hereinabove, the parties to the dispute agree to resolve the matter through non-binding mediation by a mediator to be mutually selected by the disputing parties. In the event the dispute is not resolved by mediation, the dispute shall be resolved by binding arbitration. The parties shall submit such dispute for binding arbitration in Los Angeles County, California, before an arbitrator selected from Judicate West (or if it no longer exists, from the American Arbitration Association (AAA), of it that no longer exists, from JAMS, or if that no longer exists, from a similar arbitration organization.) Arbitration will be conducted in accordance with Judicate West's, or other chosen arbitration organization's, then current rules related to commercial arbitration. Judicate West's Commercial Arbitration Rules can be found 16 at: https://www.judicatewest.com/Services/DisplayPDF/127. The parties shall have all rights for depositions and discovery as provided under the rules of the selected arbitration organization. The arbitrator shall apply California law to the proceeding. The arbitrator shall have the power to grant all legal and equitable remedies including provisional remedies and award compensatory damages provided by law, but the arbitrator may not order relief in excess of what a court could order. The arbitrator shall prepare and provide the parties with a written award including factual findings and the legal reasoning upon which the award is based. The arbitrator may award the prevailing party all reasonable attorneys' fees, expert witness fees, and other litigation expenses, expended or incurred in such arbitration or litigation, unless the laws related to the claim that the party prevailed on preclude a court from awarding attorneys' fees and costs to the prevailing party. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator, or correct or vacate such award as provided by applicable law. The parties understand that by agreeing to binding arbitration, they are giving up the rights they may otherwise have to trial by a court or a jury and all rights of appeal, and to an award of punitive or exemplary damages. 18.6 Partial Invalidity. If any one or more of the terms, provisions, sections, promises, covenants or conditions of this Agreement shall to· any extent be adjudged invalid, unenforceable or void for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, sections, promises, covenants and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 18.7 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members hereto. 18.8 Assignment. No Member may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third-party beneficiary of any Member shall have any right, claim, or title to any part, share, interest, fund or asset of the Authority. 18.9 Governing Law. This Agreement is made and to be performed in the County of Los Angeles, State of California, and as such California substantive and procedural law shall apply. 18.10 Headings. The section headings are for convenience only and are not to be construed as modifying or governing the language of this Agreement. 18.11 Counterparts. This Agreement may be executed in counterparts. Each executed counterpart shall have the same force and effect as an original instrument and as if all Members had signed the same instrument. 18 .12 Execution. The legislative body or governing body of each Member enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below, respectively. A Member's signature to this Agreement is not valid until its legislative or governing body has authorized execution of this Agreement. 18.13 Entire Agreement. This Agreement, supersedes any and all other agreements or 17 representations, whether oral or written, between the parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to any matter, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that any other agreement or modification of this Agreement shall be effective only if executed in writing and signed by the Authority and all Members. 18.14 Recitals. The above recitals are true and correct and are incorporated in this Agreement by this reference. IN WITNESS WHEREOF, each Member has caused this Agreement to be executed and attested by its proper officers thereunto duly authorized, its official seals to be hereto affixed, as follows: CITY OF WEST COVINA Authorization for Membership in the Los Angeles County Regional Training Group IN WITNESS WHEREOF, City of West Covina, by Resolution of its City Council has caused this Joint Powers Agreement to be executed on its behalf by the City Manager, and attested by the City Clerk, as of the date so executed below. CITY OF WEST COVINA Dated: -------------- ATTEST: By: ____________ _ Nickolas S. Lewis City Clerk 18 By: _____________ _ Chris Freeland City Manager APPROVED AS TO FORM: By: _____________ _ Kimberly Hall Barlow City Attorney DATE: October 16, 2018 AGENDA ITEMNO. 10 AGENDA STAFF REPORT City of West Covina I Office of the City Manager TO: Mayor and City Council FROM: Chris Freeland City Manager SUBJECT: AGREEMENT WITH FIRE RECOVERY USA, LLC, FOR EMERGENCY INCIDENT BILLING RECOMMENDATION: It is recommended that the City Council take the following actions: 1) In accordance with Municipal Code Chapter 2, Article VII, Division 2, Sec. 2-330(b), which states that bidding may be dispensed with when the commodity can be obtained from only one vendor, authorize the City Manager to execute the agreement with Fire Recovery USA, LLC, for emergency incident billing and inspection billing services for an initial term of three years with the option to renew for two additional one-year periods for a maximum of five years; and 2) Authorize the City Manager, or his designee, to execute the two (2) optional, one-year renewal terms following the initial 36-month term with Fire Recovery USA, LLC. BACKGROUND: This item was carried over from the October 2, 2018 City Council Meeting. The West Covina Fire Department ("Fire Department") was established to protect life and property from fire through education, prevention, rapid fire attack, and fire investigation. The Fire Department also provides pre-hospital emergency medical care, limited rescue services, hazardous materials response, and response services to all natural and man-made disasters. Fire Department staff continue to experience increased demands for emergency response service. Like other City departments, the Fire Department continues to deal with the prospect of expenditure reductions today and in the foreseeable future. While the City continues to look for ways to cut expenses, it is not feasible for the Fire Department to continue to cut operational resources without affecting the current level of service. To provide a lower level of service is not in the best interest of the community. Agreement with Fire Recovery USA, LLC Page 2 of 4-October 16, 2018 City staff has looked at alternatives to generate revenues and believes that some of the Fire Department's costs could be offset by recovering the costs associated with the response to emergency incidents such as motor vehicle incidents, hazardous materials response, rapid fire attack, and rescue services. Cost recovery is essential for the continued operation of the Fire Department as a modern and professional public safety operation, which ultimately reduces the costs to motorists, property owners, members of the public, and their insurers, by minimizing personal injury and property damage through fast and capable resources to accidents, fires, rescues, and other emergency incidents. DISCUSSION: To continue to deliver and improve service to our community, the Fire Department proposes to start a billing program with Fire Recovery USA to efficiently recover related costs for the response to emergency incidents within the City. Since 2006, Fire Recovery USA has provided cost recovery services to fire departments in 42 states and are the leading provider in cost recovery in the nation. Their proprietary systems and software allow Fire Recovery USA to efficiently and effortlessly bill for emergency incident response costs and fire inspections. Because of efficiencies delivered by their software and support services, Fire Recovery USA offers cost recovery that is extremely efficient and cost effective. In response to an emergency incident, flat fees (Attachment No. 1 -Page 14 ("Fee Schedule - Emergency Incident Billing")) are proposed for cost recovery purposes that include but are not limited to the response to a motor vehicle incident, a hazardous materials cleanup, a fire, a water incident, or a special rescue. The flat fees are less than the actual cost for the Fire Department to respond to the emergency incident based on a cost study the Fire Department conducted. Currently, when the West Covina Fire Department responds to a motor vehicle incident, a hazardous materials cleanup, a fire, a water incident, or a special rescue, there are no cost recovery efforts. Going forward, Fire Department personnel will respond to an emergency incident and take the appropriate actions to protect life and property before collecting the identification and insurance of the person, or parties, involved and submit the information to Fire Recovery USA so that the insurance companies can be billed. Billing insurance companies for an emergency response allows the Fire Department to target the negligent party responsible for the emergency incident without charging them directly. This process has a much higher collection rate because most insurance companies cover the costs associated with a fire department response without any adverse effect to the policyholder. Fire Recovery USA will only bill for a response to an emergency incident if insurance information is collected by Fire Department personnel. If insurance information is unavailable, Fire Recovery USA will not bill for the response to the emergency incident. Regarding the amount charged by Fire Recovery USA to provide the emergency incident billing services, Fire Recovery USA will remit to the City the full amount collected for each emergency incident less 20% of the total amount collected from the insurance companies. Fire Recovery USA provides emergency incident billing services to 996 clients in the United States where 96% of the clients remit 20% of the total amount collected from insurance companies to Fire Recovery USA. The remaining 4% of the clients ( clients that service a smaller population) pay 25% of the total amount collected from insurance companies to Fire Recovery USA. Clients in California that pay 20% of the total amount collected from the insurance companies include the Agreement with Fire Recovery USA, LLC Page 3 of 4-October 16, 2018 Compton Fire Department, Downriver Fire Department, Hemet Fire Department, Morongo Valley Fire Department, National City Fire Department, North County Fire Protection District, Salton Community Services District Fire Department, and the Valley Center Fire Protection District. The Fire Department learned about Fire Recovery USA in Fiscal Year (FY) 2017-18 during a pilot implementation of fire inspection software. The Fire Department had been using carbon copy forms to document details of a fire inspection. To more efficiently utilize staff resources, the Fire . Department solicited proposals from four fire inspection software vendors with the goal of conducting a fire and life safety inspection using an iPad (instead of using a carbon copy form); have the ability to run reports and queries to allow the Fire Department to download operational data; provides an inspection report to the customer (prior to Fire Department personnel leaving the inspection site); provide a cloud portal that allows the customer to upload proof that violations found during the inspection had been corrected; provide the ability to make an online payment for a fire and life safety inspection; and issue a certificate of inspection once payment has been received. As a result, the Fire Department selected the fire inspection software offered by Streamline Automation Systems because it was the only vendor that offered fire inspection software integrated with inspection billing services; provided by its sister company, Fire Recovery USA. By integrating the fire inspection software offered by Streamline Automation Systems with the billing services offered by Fire Recovery USA, the combined system provides enhanced customer service and a more efficient solution for the Fire Department. Since the Fire Department already utilizes the Streamline Automation Systems software and because the Fire Department is not aware of any other software vendor that provides fire inspection software integrated with a full service billing provider, staff recommends working with Fire Recovery USA to provide emergency incident billing and inspection billing services under a sole source designation in accordance with Municipal Code Chapter 2, Article VII, Division 2, Sec. 2-330(b), which states that bidding may be dispensed with when the commodity can be obtained from only one vendor. Fire Recovery USA will process, invoice, and collect the emergency incident billing revenue and fire and life safety inspection revenue on behalf of the City. OPTIONS: The City Council has the following options: 1) Approve staff's recommendation; 2) Direct staff to enter into a one-year agreement while a Request for Proposals (RFP) process is completed. Staff does not recommend this option as there is no guarantee that the collection rate will exceed 80% with another vendor; or 3) Provide alternative direction. FISCAL IMP ACT: Fire Recovery USA charges no upfront costs and is compensated for its services from a portion of the money it collects on behalf of the City. Fire Recovery USA will remit to the City the full amount collected for each emergency incident less 20% of the total amount collected from the Agreement with Fire Recovery USA, LLC Page 4 of 4-October 16, 2018 insurance companies as presented in Exhibit A (Item No. 5) of the agreement. Considerable staff time will also be saved, improving the efficiency of City operations. Prepared by: Q/L Russell N arahara Management Analyst II Additional Approvals: Marcie Medina Finance Director ATTACHMENT: Attachment No. 1 -Agreement with Fire Recovery USA, LLC, for Emergency Incident Billing Services ATTACHMENT NO. 1 CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT WITH FIRE RECOVERY USA, LLC FOR EMERGENCY INCIDENT BILLING THIS AGREEMENT is made and entered into this 161h day of October, 2018 ("Effective Date"), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and FIRE RECOVERY USA, a California limited liability company ("Company"). WITNESS ETH: A. WHEREAS, City proposes to utilize the services of Company as an independent contractor to City, as more fully described herein; and B. WHEREAS, Company 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, except that if Company is required to but does not yet hold a City business license, it will promptly obtain a business license and will not provide services to the City until it has done so; and C. WHEREAS, City and Company 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 COMPANY 1.1. Scope of Services. Company 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 Company 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 Company's in similar fields and circumstances in accordance with sound professional practices. Company 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 Company's performance of this Agreement. Company 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 Company shall at all times observe and comply with all such laws and regulations. 1.3. Performance to Satisfaction of City. Company 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 Company to review the quality of the work and resolve the matters of concern; (b) Require Company 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. Company 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, Company 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, genetic information, pregnancy, marital status, sex, gender, gender identity, gender expression, or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non-Exclusive Agreement. Company acknowledges that City may enter into agreements with other Companies 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 Company in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Company covenants that all data, documents, discussion, or other information developed or received by Company or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Company 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. Company's covenant under this Section shall survive the termination of this Agreement. 1.8 Public Records Act Disclosure. Company 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 Company, 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 Company 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. 1.2.0 OBLIGATIONS OF CITY 1.2.1 Cooperation of City. The City agrees to comply with all reasonable requests of 2 Fire Recovery USA, LLC Company and provide access to all documents reasonably necessary to the performance of Company's duties under this Agreement. 1.2.2 Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by City or Company without the prior written consent of the other. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Company shall be paid in accordance with the fee schedule set forth in Exhibit "A," attached hereto and made a part of this Agreement. 2.2. Additional Services. Company shall not receive compensation for any services provided outside the scope of services specified in the Company's Proposal unless the City, prior to Company 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 SERVICES", an additional fee based upon the Company's standard hourly rates shall be paid to the Company for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or to the maximum total contract amount of $25,000, whichever is greater. The Department Head or City Manager is authorized to approve a Change Order for such additional services. 2.3. Billing and Collections. To bill and collect ("Collections") all revenue earned by and due to City, in connection with City's provision of emergency services (Exhibit "A") provided/rendered at the sites of motor vehicle incidents and other emergency incidents, and to receive all Collections on City's behalf and to sue for and give satisfaction for monies due on account and to withdraw any claims, suits, or proceedings pertaining to or arising out of City's or Company's right to collect such amounts. 2.4. Endorsement. To take possession of and endorse in City's name any notes, checks, money orders, and any other instruments received as Collections. 2.5. Payment. On or before the 7th of each month, the Company will issue a check to the City for all payments received prior to the previous month's cut-off date (typically the 24th of the month), minus the Company's collection fee as described in Exhibit "A." The payment from the Company to the City will include an itemized breakdown of the emergency incidents the check is paid against. 2.6. Records and Audits. Records of Company'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. 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 3 Fire Recovery USA, LLC 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 Company is encountered, a time extension may be mutually agreed upon in writing by the City and the Company. The Company shall present documentation satisfactory to the City to substantiate any request for a time extension. 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for three (3) years, ending on September 30, 2021, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. Thereafter, this AGREEMENT may be renewed for a maximum of successive one (1) year terms not to exceed a total of five (5) years. Such renewal will be evidenced by a written Amendment upon written notice of City given to Company at any time prior to the expiration date of the AGREEMENT. 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 Company. In the event of such termination, Company 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 Company 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 Company 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 prov1s1ons 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 Company, 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, Company shall pay City the fees 4 Fire Recovery USA, LLC collected and due to City pursuant to Exhibit "A" by Company, within forty-five (45) days after the effective date of the notice of termination. 4.4. Documents. In the event of termination of this Agreement, all documents prepared by Company in its performance of this Agreement 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. Company 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. Company 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 Company for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. By execution of this Agreement, the Company certifies as follows: 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 Company 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 Company to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy 5 Fire Recovery USA, LLC 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 retroactivity date shall be prior to the start of the contract work. Company 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 Company pursuant to its contract with the City; products and completed operations of the Company; premises owned, occupied or used by the Company; automobiles owned, leased, hired, or borrowed by the Company." (b) Notice: "Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "The Company'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 Company'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. Company 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. 6.0. 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 6 Fire Recovery USA, LLC 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. Company shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Company 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 Company shall make available the professional services of Justin Powell, Vice President and Mike Rivera, Chief Business Development Officer, 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 COMPANY: Fire Recovery USA, LLC 2271 Lava Ridge Court, Suite 120 Roseville, CA 95661 Tel: (888) 640-7222 Fax: (916) 943-1661 Email:cnagler@firerecoveryusa.com Attn: Craig Nagler IFTO CITY: City of West Covlna 1444 W. Garvey Ave. S., Suite 218 West Covina, CA 91790 Tel: (626) 939-8824 Fax: (626) 939-8650 Email: RNarahara@westcovina.org Attn: Russell Narahara 6.5. Attorneys' Fees. If litigation is brought by any party in connection with this Agreement against another party, 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 Angeles County, California. 6.7. Assignment. Company shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Company's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance 7 Fire Recovery USA, LLC 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 Company of Company's obligation to perform all other obligations to be performed by Company hereunder for the term of this Agreement. 6.8. Indemnification and Hold Harmless. Company agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Company'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 performance of the Company, 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 Company, 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 Company, 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 Company, its employees, and/or authorized subcontractors under this Agreement, whether or not the Company, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Company 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 Company's Proposal, which shall be of no force and effect. 6.9. Independent Contractor. Company is and shall be acting at all times as an independent contractor and not as an employee of City. Company 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 Company or any of Company's employees, except as set forth in this Agreement. Company 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. Company 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 Company and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Company 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. Company further agrees to indemnify and hold City harmless from any failure of Company to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Company under this Agreement any amount due to City from Company as a result of Company's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.10. PERS Eligibility Indemnification. In the event that Company or any employee, agent, or subcontractor of Company 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, Company shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Company 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. 8 Fire Recovery USA, LLC Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Company 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 Company's performance or services rendered under this Agreement, Company 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 Company or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Company 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 Company. City shall indemnify and hold harmless Company 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 Company. Company 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. Company or Company'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. Electronic Safeguards. Contractor shall identify reasonably foreseeable internal and external risks to the privacy and security of personal information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of the information. Contractor shall regularly assess the sufficiency of any safeguards and information security awareness training in place to control reasonably foreseeable internal and external risks, and evaluate and adjust those safeguards in light of the assessment. 6.14. Economic Interest Statement. Company hereby acknowledges that pursuant to Government Code Section 87300 and the Conflict of Interest Code adopted by City hereunder, Company 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. 6.15. Conflict of Interest. Company and its officers, employees, associates and subcompany's, if any, will comply with all conflict of interest statutes of the State of California applicable to Company's services under this agreement, including, but not limited to, the Political Reform Act of 1974 (Government Code Section 81000, et seq.) and Government Code Sections 1090-1092. Company covenants that none of Company's officers or principals have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder, including in any manner in violation of the Political Reform Act. Company further covenants that in the performance of this Agreement, no person having such interest shall be used by Company as an officer, employee, agent, or subcompany. Company further covenants that Company has not contracted with nor 9 Fire Recovery USA, LLC is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City and further covenants and agrees that Company and/or its subcompany's shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City prior to the completion of the work under this Agreement. 6.16. Prohibited Employment. Company will not employ any regular employee of City while this Agreement is in effect. 6.17. Order of Precedence. In the event of an inconsistency in this Agreement and Exhibit "A," 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 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. 6.18. 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. 6.19. No Third-Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Company 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. 6.20. 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. 6.21. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.22. 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. 6.23. Severability. 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 both parties agree to substitute such provision(s) through good faith negotiations. 6.24. Counterparts and Electronic Signatures. This Agreement may be executed in 10 Fire Recovery USA, LLC one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they were original signatures. 6.25. 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. 6.26 Taxpayer Identification Number. Company shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal Revenue Service. 11 Fire Recovery USA, LLC 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 Chris Freeland, City Manager COMPANY Fire Recovery USA, LLC ~""""""----- ATTEST: Assistant City Clerk of the City of West Covina APPROVED AS TO FORM: Kimberly Hall Barlow, City Attorney APPROVED AS TO INSURANCE: Risk Management 12 Date: ----------- Date: /Oft>/ <( I I I Date: ---------- Date: ---------- Fire Recovery USA, LLC EXHIBIT "A" SCOPE OF SERVICES -EMERGENCY INCIDENT BILLING 1. Company agrees to bill the responsible party on the City's behalf for services listed in the Attachment to Exhibit "A." 2. Company will provide, as a normal matter of business; entry of claims and submission to the responsible party, collections of monies deemed due to the City, payments of the agreed upon percentage of said monies to City, and reporting of progress. 3. Company agrees to bill to the best of its ability all claims provided to Company by the City. 4. Company will not begin litigation against a person, entity, or insurance carrier without prior written approval by the City. 5. Company agrees to reimburse City a portion of the monies collected at a rate of 80% (eighty-percent) of the total monies collected on the City's claims. Total monies collected will be net, after any credit card processing fees (charged at 4%) or any collection agency fees. 6. Company agrees to pay these monies collected to the City on a monthly basis, within seven (7) working days after the close and accounting of the monthly billing cycle. 7. Company agrees to make available reports via a password protected website to the City which detail billable claims outstanding (which are claims submitted, but not yet completed) and claims completed in the prior billing cycle. 8. Company will not be responsible for, nor accept any liability for, any erroneous, invalid, or illegal procedure codes or claims submitted to Company by the City en the Run Sheets. 13 Fire Recovery USA, LLC ATTACHMENT TO EXHIBIT "A'' FEE SCHEDULE -EMERGENCY INCIDENT BILLING These rates are based on actual costs using amortized schedules for apparatus (including useful life, equipment, repairs, and maintenance). Labor rates include an average department's actual burdened labor costs and not just a firefighter's wage. These include wages, retirement, benefits, workers comp, etc. MOTOR VEHICLE INCIDENTS $818.00 Provide hazardous materials assessment, scene stabilization, services as well as clean up and material used (sorbents) for hazardous fluid clean up and disposal. We will bill at this level if the fire department has to clean up any gasoline or other automotive fluids that are spilled as a result of the accident/incident. This will be the most common "billing level". This occurs almost every time the fire department responds to an accident/incident. ADD-ON SERVICES: Extrication -$1,461.00 Includes heavy rescue tools, ropes, airbags, cribbing etc. This charge will be added if the fire department has to free/remove anyone from the vehicle(s) using any equipment. We will not bill at this level if the patient is simply unconscious and fire department is able to open the door to access the patient. This level is to be billed only if equipment is deployed. Creating a Landing Zone -$491.00 Includes Air Care (multi-engine company response, mutual aid, helicopter). We will bill at this level any time a helicopter landing zone is created and/or is utilized to transp.ort the patient(s). HAZMAT Level 1 -$999 Basic Response: Claim will include engine response, first responder assignment, perimeter establishment, evacuations, set-up and command. Level 2 -$3,397.00 Intermediate Response: Claim will include engine response, first responder assignment, hazmat certified team and appropriate equipment, perimeter establishment, evacuations, set-up and command, Level A or 8 suit donning, breathing air and detection equipment. Set-up and removal of decon center. Level 3 -$6,608.00 Advanced Response: Claim will include engine response, first responder assignment, hazmat certified team and appropriate equipment, perimeter establishment, evacuations, first responder set-up and command, Level A or 8 suit donning, breathing air and detection equipment and robot deployment. Set-up and removal of decon center, detection equipment, recovery and identification of material. Disposal and environment clean up. Includes above in addition to any 14 Fire Recovery USA, LLC disposal rates of material and contaminated equipment and material used at scene. Includes 3 hours of on scene time -each additional hour @ $336.00 per HAZMAT team. FIRE INVESTIGATION Fire Investigation Team -$308.00 per hour. Includes: • Scene Safety • Investigation • Source Identification • K-9/Arson Dog Unit • Identification Equipment • Mobile Detection Unit • Fire Report The claim begins when the Fire Investigator responds to the incident and is billed for logged time only. FIRES Assignment -$491.00 per hour, per engine/ $598.00 per hour, per truck I $327 .00 per hour, per paramedic unit/ $181.00 per hour, per Assistant Chief. Includes: • Scene Safety • Investigation • Fire/ Hazard Control This will be the most common "billing level". This occurs almost every time the fire department responds to an incident. ILLEGAL FIRES Assignment -$491.00 per hour, per engine I $598.00 per hour, per truck/ $327.00 per hour, per paramedic unit/ $181.00 per hour, per Assistant Chief.. When a fire is started by any person or persons that requires a fire department response during a time or season when fires are regulated or controlled by local or state rules, provisions or ordinances because of pollution or fire danger concerns, such person or persons will be liable for the fire department response at a cost not to exceed the actual expenses incurred by the fire department to respond and contain the fire. Similarly, if a fire is started where permits are required for such a fire and the permit was not obtained and the fire department is required to respond to contain the fire the responsible party will be liable for the response at a cost not to exceed the actual expenses incurred by the fire department. The actual expenses will include direct labor, equipment costs and any other costs that can be reasonably allocated to the cost of the response. 15 Flre Recovery USA, LLC SPECIAL RESCUE OR RESPONSE Itemized Response: Each incident will be billed with custom mitigation rates deemed usual, customary and reasonable (UCR). These incidents will be billed, itemized per apparatus per hour, per trained rescue person per hour, plus rescue products used. Assignment -$491.00 per hour, per engine/ $598.00 per hour, per truck/ $327.00 per hour, per paramedic unit/ $181.00 per hour, per Assistant Chief. CHIEF RESPONSE This includes the set-up of Command and providing direction of the incident. This could include operations, safety, and administration of the incident. Billed at $181.00 per hour. ADDITIONAL TIME ON-SCENE (for all levels of service) Engine billed at $491.00 per hour. Truck billed at $598.00 per hour . . Paramedic Unit $327 per hour Assistant Fire Chief $181.00 per hour Miscellaneous eqwipment billed at $336. 16 Fire Recovery USA, LLC DATE: TO: FROM: AGENDA ITEMNO. 11 AGENDA STAFF REPORT City of West Covina I Office of the City Manager October 16, 2018 Mayor and City Council Chris Freeland City Manager SUBJECT: FISCAL YEAR 2018-19 SUPPLEMENTAL LAW ENFORCEMENT SERVICES ACCOUNT (SLESA) FUNDS RECOMMENDATION: It is recommended that the City Council take the following actions: 1. Appropriate expenditures from the Fiscal Year (FY) 2018-19 Supplemental Law Enforcement Services Account (SLESA) funds, totaling an estimated $164,514, for frontline law enforcement items detailed in the attached budget amendment. 2. Adopt the attached resolution authorizing the necessary budget amendment: RESOLUTION NO. 2018-130 -A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2018, AND ENDING JUNE 30, 2019 (2018-19 SLESA) 3. Authorize the transfer of any remaining balance of previously appropriated SLESA funds between accounts for personnel, supplies, and equipment in order to expedite expenditures that must be completed by the end of this fiscal year. DISCUSSION: The Supplemental Law Enforcement Services Account (SLESA) is a State allocation which, according to California Government Code Section 30061 and 30062, must be used "exclusively to fund frontline municipal police services, in accordance with written requests submitted by the Chief of Police." This grant cannot be used to replace or "supplant existing funding for law 2018-19 SLESA Page 2 of 3 -October 16, 2018 enforcement services," but must instead supplement local funds. This funding was formerly called the Supplemental Law Enforcement Service Fund (SLESF), but was renamed SLESA as part of the realignment program for law enforcement that was enacted along with the State of California 2011 Budget Act. In its entirety, West Covina's FY 2018-2019 SLESA allocation totals an estimated $164,514. Anticipating the receipt of these funds, which is distributed monthly, the Police Department prioritized a list of unbudgeted needs, as follows: • Limited-service Sergeant position: The City Council authorized the creation of a part-time Sergeant position using SLESA funds on November 17, 2015. The duties of this position are focused on the management of confidential informants in narcotics investigations, and training other members of the Police Department's Special Enforcement Team (SET) in informant management. Due to retirements, rotations, and promotions, the SET Team still has a lack of members who are skilled in informant management. In order to maintain the SET Team's level of success, it is vital for the Department to continue funding this part- time position, using $50,000 from this SLESA allocation. • Supplies and Services: A range of items, totaling an estimated $114,514, are needed for front line law enforcement operations, as follows: o GPS based surveillance items and supplies used by the Special Enforcement Team (SET) to track narcotics suspects; o Specialized ammunition and tactical supplies for the Special Weapons And Tactics (SW AT) Team; o Emergency kits and gasmask supplies to protect Police Officers in the field; o Radar supplies for traffic enforcement; o Forensic evidence processing services to support police investigations. Additionally, the State spending requirements governing the SLESA funds require that all funds from one year's allocation be spent by the conclusion of the following fiscal year. Occasionally, this fund might have an unspent balance, as the fiscal year's conclusion approaches. By authorizing the transfer of any remaining balance of these funds between accounts, the Police Department can ensure that all SLESA funds are spent in a timely manner for front line law enforcement. FISCAL IMP ACT: Using the Fiscal Year 2018-19 State SLESA funds for the items described above is in keeping with the legislatively dictated requirements associated with this funding allocation, and meets the Police Department's frontline law enforcement needs. As detailed in the proposed budget amendment, Staff is recommending an expenditure appropriation of $164,514 in Fund 155. There is no impact to the City's General Fund. 2018-19 SLESA Page 3 of 3 -October 16, 2018 Prepared by: Alex B. Houston Police Administrative Services Manager Reviewed/ Approved by: Marc Taylor Chief of Police ATTACHMENT: Marcie Medina Finance Director Attachment No. 1 -Resolution No. 2018-130, with Exhibit 1 ATTACHMENT N0.1 RESOLUTION NO. 2018-130 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2018, AND ENDING JUNE 30, 2019 (2018-19 SLESA) WHEREAS, the City Manager, on August 2, 2018, submitted to the City Council a proposed budget for the appropriation and expenditure of funds for the City for West Covina for Fiscal Year 2018-19; and WHEREAS, following duly given notice and prior to budget adoption, the City Council held a public meeting on August 2, 2018, receiving, considering and evaluating all comments, and adopted a budget for the fiscal year commencing July 1, 2018 and ending June 30, 2019; and WHEREAS, amendments must periodically be made to the budget to conform to changed circumstances following adoption of the budget. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES RESOLVE AS FOLLOWS: SECTION 1. Budget Adjustment No. 026 is hereby approved as reflected on Exhibit No. 1, attached hereto. SECTION 2. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED this 16th day of October, 2018. APPROVED AS TO FORM Kimberly Hall Barlow City Attorney Lloyd Johnson Mayor ATTEST Nickolas S. Lewis City Clerk I, HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof on the 18th day of September, 2018 by the following vote of the City Council: AYES: NOES: ABSENT: ABSTAIN: Nickolas S. Lewis City Clerk Date: Requested by: Dept/Div: EXPENDITURES Account Number 155.31.3110.5112 155.31.3110.6220 155.31.3110.6110 REVENUES Account Number 155.31.4521 CITY OF WEST COVINA BUDGET AMENDMENT 10/16/2018 Alex Houston Police Dept/ Account Description Part time salarv PD supplies Professional Services Account Description State grant revenue, SLESA REASON/JUSTIFICATION (Please be specific) Exhibit No. 1 BA# 026 Posted By: Date Posted: Fiscal Year: 2018-19 --------------Amount: $164,514.00 Description: 2018-19 SLESA 1-'roposea Current Budget Amendment Amended Budget -50,000.00 50,000.00 -105,514.00 105,514.00 -9,000.00 9,000.00 - - - - - - - - - - - - - - - 1-'roposea Current Budget Amendment Amended Budget -164,514.00 164,514.00 - - - - To appropriate revenues and expenditures for the 2018-19 Supplemental Law Enforcement Services Allocation for supplemental law enforcement items. APPROVALS City Council Approval Date (if required, attach minutes): Dept Head Approval: Finance Director: Funds Available? City Manager: (if over $100,000) see attached o Yes oNo see attached 10/16/2018 o Approval Not Required Date: Date: ------- Date: ------- o A roved o Denied DATE: TO: FROM: AGENDA ITEMNO. 12 AGENDA STAFF REPORT City of West Covina I Office of the City Manager October 16, 2018 Mayor and City Council Chris Freeland City Manager SUBJECT: ACCEPTANCE OF PUBLIC IMPROVEMENTS FOR THE INSTALLATION OF ELECTRIC VEHICLE CHARGING STATIONS - (PROJECT NO. BP-17002) RECOMMENDATION: It is recommended that the City Council take the following actions: 1) Accept the installation of Electric Vehicle Charging Stations Project as complete -Project No. BP-17002; 2) Approve additional $7,540.36 in contingencies, 18.16% of the construction contract cost; 3) Authorize recordation of Notice of Completion with the Los Angeles County Recorder; and 4) Authorize the release of retention funds 35 days after recordation of the Notice of Completion. DISCUSSION On February 6, 2018, the City Council awarded a contract for the installation of Electric Vehicle Charging Stations (Project No. BP-17002) to Urban Professional Builders, Inc., of Los Angeles, California in the amount of $92,400. This project installed eight Smart Level 2 electric vehicle charging stations with the capability to charge a total of 13 vehicles at the following locations in the City: West Covina City Hall, Plaza West Covina and Big League Dreams. All required improvements were constructed in conformance with the approved plans and specifications. The project was completed on September 11, 2018. The project was approved with a 10% contingency ($9,240). Staff is seeking the City Council's approval to increase the contingency to 18.16% ($16,780.36) to pay for two contract change orders. Change Order No. 1 in the amount of $5,387.70 was for installation of electrical conduit not shown on the approved plans and to rotate two charging stations to comply with the Americans with Disabilities Act (ADA) accessibility. Change Order No. 2 was for the upgrade of the charging stations, to change from single charging port units to dual charging port units, in the amount of $11,392.66. The final construction cost is $109,180.36. Emilio M. Muita,--IF.E. Public Works Consultant/City Engineer ai gild Hernandez Public Works Project Supervisor Acceptance of the Installation of EV Charging Stations Page 2 of 2 — October 16, 2018 FISCAL IMPACT: Funds from Southern California Air Quality Management District (SCAQMD) were approved as part of the Fiscal Year (FY) 2016-17 CIP budget by the City Council. The funds approved for this project are as follows: Project No. Fund Account No. Amount BP-17002 SCAQMD 119.80.7003.7170 $124,140 BP-17002 SCAQMD (Budget Amendment) 119.80.7003.7170 20,000 Total $144,140 The total actual project cost is as follows: No. Item Amount 1. Design by Goss Engineering, Inc. $18,000.00 2. Construction Contract by Urban Professional Builders, Inc. 92,400.00 3. Approved Change Orders (1 and 2) 16,780.36 4. Construction Support 4,500.00 5. Project Advertising 738.64 6. Project Administration 4,800.00 Total $137,219.00 This project was completed under budget. The remaining balance of the project budget will be returned to the fund balance for re-appropriation. There is no impact to the General Fund. Prepared by: Reviewed and Approved by: Marcie Medina Finance Director AGENDA ITEMNO. 13 AGENDA STAFF REPORT City of West Covina J Office of the City Manager DATE: TO: FROM: October 16, 2018 Mayor and City Council Chris Freeland City Manager SUBJECT: PUBLIC HEARING -PROPOSITION 218 PROTEST BALLOT PROCESS FOR PROPOSED ADJUSTMENTS TO RESIDENTIAL AND COMMERCIAL SOLID WASTE RATES DUE TO STATE MANDATED ORGANIC WASTE RECYLING LAWS RECOMMENDATION: It is recommended that the City Council take the following actions: 1) Adopt the following rate increases: • Commercial Organics Recycling Program: oEffective October 1, 2018 o Effective July 1, 2019 • Residential Organics Recycling Program: o Effective January 1, 2020 9.17% increase in rates CPI1 + 9.17% increase in rates 7.93% increase in rates 2) Authorize the City Manager to execute the 11111 Amendment to the Athens Services Agreement. BACKGROUND: Athens Services and the City of West Covina have sustained a business relationship through an exclusive Franchise Agreement for municipal waste collection since 1992. Athens Services is one of the major waste management companies in the San Gabriel Valley and Southern California. Athens Services has provided excellent service to the City of West Covina. In May 1999, the City of West Covina entered into an "Amended and Restated Agreement" that superseded the original 1992 Agreement. This Agreement initiated the collection of all municipal waste by Athens Services to be processed at its Materials Recovery Facility (MRF). From 1999 1 Currently Athens is entitled to a Consumer Price Index (CPI) rate increase each July I. Athens Services Prop 218 Hearing Page 2 of 5 -October 16, 2018 to 2008, the City of West Covina approved Amendments No. 1 -No. 8, which included extensions of the term of the Agreement, rate increases, and termination requirements. In 2012, the City Council approved the 9th Amendment to the Agreement, which provided an extension of the term of the Agreement with Athens Services from a 12-year rolling Agreement to a 25-year rolling Agreement (often referred to as an evergreen). In November 2016, the City Council approved a 10th Amendment to the Agreement, which included a 5-year rate increase that included increases for contractually required consumer price index (CPI) increases and costs associated with the transfer of waste to San Bernardino landfills. The final rate increase under the 10th Amendment of3% plus CPI occurred on July I, 2018. DISCUSSION: In 2014, Governor Jerry Brown signed AB 1826 (Commercial Organics Program) into law, which requires businesses to recycle their organic waste (food waste) on or after April 1, 2016, depending on the amount of waste they generate per week. The program originally required all businesses that generated eight (8) cubic-yards of organic waste to have an organics recycling program in place. As of January 1, 2019, all businesses that generate four (4) cubic-yards of organic waste will need to have an organics recycling program in place. If Ca!Recycle determines that the State of California has not diverted at least 50% of all organic waste generated in the State (residential and commercial) then the program will be required for all businesses that generate two (2) cubic- yards of organic waste. In 2014, Governor Jerry Brown also signed AB 1594 into law, which eliminates the use of green waste as alternative daily cover for landfills. Today, waste companies use green waste to cover all the waste disposed at a landfill daily. Previously, waste companies used dirt for this function. Therefore, green waste will no longer be able to be disposed of at a landfill, but rather must be taken to an organics recycling facility to be reused. This eliminates a large component of the City's annual waste diversion component under AB 939, which requires cities to recycle 50% of all waste generated in their community. In West Covina this represents 10% of the City's diversion. As of January 1, 2020, cities will be required to have green waste recycled as organic waste. With the addition of the various legislative actions impacting organic waste (i.e. food, green waste, etc.), cities are already required to have a commercial organics waste program in place for larger organic waste generators (i.e. grocery stores, and other food locations). With the regulations increasing to more and more commercial businesses and now to residents, cities have already begun adopting Organics Recycling Programs. Knowing that these State mandated programs need to be adopted before January 2019 for commercial rate payers and January 2020 for residential rate payers, staff met with Athens regarding implementation of these programs. • Organics Recycling Program o Athens to provide a Commercial Organics Recycling Program (AB 1826 Mandated Program) by taking all organic waste to an organics recycling facility for all commercial, multi-family, and roll-off accounts effective January 1, 2019. Athens Services Prop 218 Hearing Page3 of5-0ctober 16,2018 • o Athens to provide a Residential Green-Waste Recycling Program (AB1594 Mandated Program) by taking green waste, now considered as alternative daily cover, to an organics recycling facility, effective January 1, 2020. o Athens to provide all outreach to local businesses subject to AB 1826, including all notices and advertisements of the program, complete State mandated disclosure, and necessary customer service personnel to run program. Rate Increases: To cover the costs associated with this new State Mandated Recycling Program, rates are being proposed to be adjusted accordingly: o Commercial Organics Recycling Program: • Effective October 1, 2018 • Effective July I, 2019 o Residential Organics Recycling Program: • Effective January 1, 2020 9 .1 7% increase in rates CPI+ 9 .17% increase in rates 7.93% increase in rates The rate increases for the Organics Recycling Program are one-time increases. A copy of the proposed rate increases is attached in the Public Hearing Notice (Attachment No. 1). Athens to be responsible for managing and operating the Organics Recycling Programs, including: • Organic waste (i.e. food and green waste) taken to facility for composting; • Free 32-gallon barrel(s) to commercial customers, depending on volume of organic waste being recycled; • Sanitizing of organic waste barrels for a monthly charge; • No change in service for residential customers. Athens responsible for separating waste; • Athens to provide necessary staffing to manage the Organics Recycling Programs, including all outreach to residents and business customers, compliance monitoring with commercial customers, and prepare annual reports to the State of California. Locally, cities have taken different approaches on the implementation of Organics Recycling Programs. Some cities have approved blended rates where all residents and commercial customers received a single rate increase (Glendora and Monrovia). West Covina is seeking approval to increase residential and commercial customers at separate rates, based on the cost to provide this new service to those individual categories of customers. Athens is also working with other San Gabriel Valley cities to implement similar programs before the end of the year. The proposed rate increases in those cities range from 10.00% to 24.84%. 11th Amendment to Athens Franchise Agreement In addition to the Proposition 218 Hearing, the City Council requested staff prepare an 11th Amendment to the Athens Franchise Agreement (Attachment No. 2) with the changes being presented for the Organics Recycling Program and the following negotiated items: • Removal of Section 8.6 of the 1999 Athens Franchise Agreement: Most Favored Nations (MFN): The parties recognize that this Agreement to send City waste stream to the MRF is one of several Contractor has with other cities and that such agreements may d/fferfrom this one. Should any such agreements with other cities contain or be amended Athens Services Prop 218 Hearing Page 4 of5-0ctober 16, 2018 to contain more favorable provisions for that other City, this Agreement shall be deemed modified to include such favorable terms. The City has argued that this section of the Agreement should keep City of West Covina waste rates equal to that of other Athens Services' communities. Athens agrees, if those services are alike. Athens contends that if there are various services, contract language, unique City conditions, etc., that the provision is not applicable to reduce rates. • Removal of Section 8.1.1 of the 1999 Athens Franchise Agreement Amendment No. 4: In 2004, the City Council changed the rate structure for multi-family residential units to the commercial rate structure, thus saving those residential units thousands of dollars a year for waste collection. The Amendment also put into place a "claw-back" provision, which would allow Athens to recover past fees (lost revenue) from multi-family residential units that received the reduction, should the City Council ever terminate the evergreen provision of the contract, back to April 2003. In April 2003, the fee reduction was stated as $6,011.75 per month, which when adjusted by CPI is equivalent to $8,242.64 per month in September 2018. As of September 1, 2018, the "claw-back" value is estimated at approximately $1.4 million. The City has agreed to remove the MFN provision and not to initiate a termination of the evergreen for five years, in exchange of Athens removing the "claw-back" provision. Proposition 218 Hearing While the existing Agreement with Athens Services provides the authority to grant rate adjustments to the City Manager, the City Attorney recommends that a Public Notice and Proposition 218 Process be conducted before approval of any new discretionary rate increases that exceed CPI. Proposition 218 requires that all property owners or those responsible for paying the refuse bill receive a notice prior to the Public Hearing for consideration of rate approval for an opportunity to challenge any proposed fee increases. This process makes the City's trash rate adjustment process much more transparent and predictable. At the Public Hearing, the City Council is to receive all written protests and objections to the proposed rate increases. Property owners and customers ofrecord, defined under Proposition 218, may protest imposition of the proposed fees in writing prior to the public hearing. Written protests were to be mailed or delivered to the City Clerk's Office. If written protests against the proposed refuse rate adjustments are presented by a majority of owners/tenants of the parcels upon which the charges are proposed for imposition, the City shall not impose the charges. As of the time this report was written, the City received six (6) written protests, which are on file and available for review in the City Clerk's Office. Approximately 41,000 notices were mailed, which includes all property owners in the City of West Covina and all current Athens residential and business customers. Athens Services Prop 218 Hearing Page 5 of5-0ctober 16, 2018 FISCAL IMPACT: As part of the compliance for the AB 1826 Organics Recycling Program, Athens staff will incur all costs to meet with businesses that generate organic waste, provide ongoing monitoring, and prepare the necessary documentation of diversion efforts to meet the State requirements. Athens will also pay for the education campaign for the Organics Recycling Program and the Proposition 218 Hearing Process. The City is not to incur any costs to implement the Organics Recycling Program. The increased rates generate an estimated $160,000 in new franchise fees to the City once fully implemented. Athens Services paid all expenditures related to the Proposition 218 Hearing, including printing and mailing of the notice. Prepared by: Chris Freeland City Manager ATTACHMENTS: Attachment No. 1 -Public Hearing Notice and Proposed Fee Schedule Attachment No. 2 -Draft 11th Amendment to the Agreement ATTACHMENT NO. 1 Notice of Public Hearing Regarding the Adjustment of Commercial and Residential Refuse Rates NOTICE IS HEREBY GIVEN that on October 16, 2018 at 7 p.m. in the City Council Chambers, 1444 West Garvey Avenue South, West Covina, CA 91790, the City Council of the City of West Covina (the "City") will hold a public hearing to consider changes to the refuse rate schedule for Fiscal Year 2018-19 through Fiscal Year 2019-20. The rate notice shall only apply to customers who receive these services in the City of West Covina. Consistent with the provisions of Proposition 218, this notice has been mailed to all property owners and customers of record served by the City's refuse provider (Athens Services). Refuse collection in the City of West Covina is provided by Athens Services for both residential and commercial customers. This proposed refuse rate adjustment is applicable to both residential and commercial customers receiving service from Athens Services. In 2014, the State of California passed into law, AB 1826 (Commercial Organics Program), which requires businesses to recycle their organic waste (food waste) on or after April 1, 2016, depending on the amount of waste they generate per week. The program originally required all businesses that generated eight (8) cubic-yards of organic waste to have an organic recycling program in place. As of January 1, 2019, all businesses that generate four (4) cubic-yards of organic waste to have an organic recycling program in place. The State of California also has authority to require all businesses that generate two (2) cubic-yards of organic waste to have an organics recycling program in place, if the State of California does not meet its organic recycling goals. In 2014, the State of California passed into law AB 1594, which eliminates the use of green waste as alternative daily cover for landfills. Today, waste companies use green waste to cover all the waste disposed at a landfill daily. Previously, waste companies used dirt for this function. Therefore, green waste will no longer be able to be disposed of at a landfill, but rather must be taken to an organic recycling facility to be reused. As of January 1, 2020, the State of California is requiring cities to implement a process have all green waste recycled as organic waste. Due to these changes in State law, Athens Services will provide organic waste recycling for commercial customers and green waste recycling residential customers. Thus, refuse collection rates for services are proposed to increase incrementally over the next two (2) Fiscal Years (Fiscal Year 2018-19 through Fiscal Year 2019-20) for these services. For future Fiscal Years, rates will increase by Consumer Price Index (CPI) only. Fiscal Year 2018-19: -9.17% rate increase for commercial customers, as of October 1, 2018. Fiscal Year 2019-20: -9.17% rate increase plus CPI for commercial customers, as of July 1, 2019. -CPI increase for residential customers on July 1, 2019 -7.93% rate increase for residential customers, as of January 1, 2020. This rate increase will increase the monthly rate for the typical single family residential customer that uses the 2CAN 90/90 Gallon service each month by a total of $2.65 increasing the monthly rate from $33.47/month to $36.12/month). COMPLETE RATE SCHEDULES AND PROPOSED INCREASES FOR EACH APPLICABLE RATE ARE SHOWN ON THE NEXT PAGE. PUBLIC HEARING At the public hearing, the City Council will receive all written protests and objections to the proposed rate charges. Property owners and customers of record, as defined under Proposition 218 (as implemented by Assembly Bill 1260), may protest imposition of the proposed fees in writing prior to, or orally, during the public hearing. Written protests should contain (i) the parcel owner or tenant's name, (ii) street address or assessor's parcel number, (iii) a statement of protest, and (iv) an original signature of the protestor. ' Written protests may be delivered by U.S. mail or by hand to the City Clerk before or at the public hearing and must be received prior to the conclusion of the public hearing. Mailed written protests must be mailed to the City Clerk, West Covina City Hall. 1444 West Garvey Avenue South. West Covina, CA 91790 and must be received by the City Clerk no later than 7:00 p.m. on October 16, 2018 to be counted. If written protests against the proposed refuse rate adjustments are presented by a majority of owners/tenants of the parcels upon which the charges are proposed for imposition, the City shall not impose the charges. CITY OF WEST COVINA Athens Services Schedule of Waste.& Recycling Monthly Rates Effective Effective Effective October July January Effective Date 2018 2019 + 2020 •• 2 CAN90/90 33.47 33.47 36.12 2 CAN60/90 28.43 28.43 30.67 2 CAN 90/90 (Low Income Senior Discount) 21.55 21.55 23.25 2 CAN 60/90 (Low Income Senior Discount) 18.43 18.43 19.88 CONDO/APTS-60 GAL 28.43 28.43 30.67 SCOUT SERVICE IYD 83.66 91.34 91.34 1.5 YD 208.70 227.84 227.84 3 YD 254.74 278.09 278.09 COMMERCIAL 3YD 225.33 245.99 245.99 IX 364.89 398.35 398.35 2X 499.27 545.05 545.05 3X 602.37 657.61 657.61 4X 715.85 781.48 781.48 sx 842.56 919.83 919.83 6X I.SYD 171.19 186.88 186.88 IX 272.13 297.08 297.08 2X 357.53 390.32 390.32 3X 442.89 483.49 483.49 4X 524.66 572.78 572.78 5X 634.64 692.83 692.83 6X ACCOUNT REINSTATE 22.17 22.17 23.92 ACCOUNT SITE ESTIMATE 7.18 7.18 7.74 3YDTEMP 3DAY 155.69 169.97 169.97 IMO 292.42 319.23 319.23 XDUMP 79.34 86.62 86.62 DEMURRAGE/DAY 7.77 8.48 8.48 ROLL-OFF 5DAY 990.28 1,081.09 1,081.09 DEMURRAGE 19.40 21.18 21.18 OVERWEIGHT (Athens current MRF tip fee per ton on all loads over 5.0 tons) EXTRA CONTAINER MAINTENANCE 82.98 82.98 89.56 AUTO CONTAINER CHANGE 28.87 28.87 31.16 EXTRA 90 GALLON-BLACK 7.29 7.29 7.87 EXTRA 90 GALLON-GREEN 7.29 7.29 7.87 EXTRA AUTO PICK-UP 90GALLON 24.59 24.59 26.53 60GALLON 19.23 19.23 20.76 ROLL-OUT SERVICE 19.23 19.23 20.76 ORGANICS BARREL SANITATION CHARGE 5.00 5.46 5.46 • Plus CPI % change *' Plus CPI % change from July 2019 CITY Ot' WEST COVINA Alhcns Services Schedule or Supplementary Waste & Recycllng Monthly Rates Effeclivc Effective Effcclivc October July January Effective Date 2018 2019 • 2020 •• SCOUT SERVICE (compactor) !YD 83.66 91.34 91.34 1.5 YD 208.70 227.84 227.84 3YD 254.74 278.09 278.09 COMMERCIAL (compactor) 3YD 225.33 245.99 245.99 IX 364.89 398.35 398.35 2X 499.27 545.05 545.05 3X 602.37 657.61 657.61 4X 715.85 781.48 781.48 5X 842.56 919.83 919.83 6X l.5YD 171.19 186.88 186.88 IX 272.13 297.08 297.08 2X 357.53 390.32 390.32 3X 442.89 483.49 483.49 4X 524.66 572.78 572.78 5X 634.64 692.83 692.83 6X 3YD TEMP (witl1 scout) 3 DAY 175.00 191.04 191.04 I MO 386.66 422.11 422.11 XDUMP 102.59 111.99 111.99 DEMURRAGE /DAY 7.77 8.48 8.48 ROLL-OFF (compactor) 5DAY 990.28 1.081.09 1.081.09 DEMURRAGE 19.40 21.18 21.18 OVhRWElGHT {Athens current MRF lip fee per ton on aJI loads over S.O tons) COMMERCIAL BARREL 49.14 53.64 53.64 AUTOMATED 90 GALLON BLACK 149.07 149.07 160.88 (4 unJt customer. I . .Syd bin won't fit, requested 2 90 gal black· same rate as bin) CUSTOMER BARREL 360.79 360.79 389.39 ( 1 O unit customer -continued service from start of contract) SPECIAL SERVICES Roll•offCompactor Rental 175.51 191.60 191.60 Roll--offCompactor Wash Out 269.31 294.01 294.01 Bin Wash Out 99.77 108.92 108.92 Relocate Roll-off 109.70 119.77 119.77 Roll-off Go Back 109.70 119,77 119.77 8x26 Storage Box 99.77 108.92 108.92 90-Gallon Replacement 109.66 109,66 118.36 Commercial Custom Bin Fabrication 297.47 324.74 324.74 Commercial Pcnnanenet Bin Extra Dump 79.33 86.60 86.60 Commercial Bin Excess Waste Charge 79.33 86.60 86.60 Commercial Bin Excess Weight Charge 79.33 86,60 86.60 CommerclaJ Bin Go Back or Dead Run 54.86 59,88 59.88 Lock Lid Onc~Timc Set up Charge (per lock) 31.51 34.40 34.40 tock Lid Monthly Svc Charge (per lock x frequency) 15.04 16.42 16.42 Lock Lid on Temporary Bin One~Thne Charge 31.51 34.40 34.40 Bin Exchange with Mela! Lids 225.5& 246.27 246,27 Declined Payment Charge 29.62 29,62 31.97 • Plus CPI %> change 0 Plus CPI% chonge rrom ,July 2019 AMENDMENT NO. 11 TO THE AMENDED AND RESTATED AGREEMENT BETWEEN THE CITY OF WEST COVINA AND ARAKELIAN ENTERPRISES, INC. DBA ATHENS SERVICES ATTACHMENT NO. 2 FOR THE COLLECTION OF SOLID WASTE RECYCLABLES, YARD WASTES AND OTHER COMPOSTABLES, AND ORGANICS THIS AMENDMENT NO. 11 TO THE AMENDED AND RESTATED AGREEMENT FOR THE COLLECTION OF SOLID WASTE, RECYCLABLES, YARD WASTE AND OTHER COMPOSTABLES AGREEMENT (the "Eleventh Amendment") effective as of the date specified in Section 1 hereof, is made and entered into by and between the City of West Covina ("City") and Arakelian Enterprises, Inc., dba Athens Services ("Contractor"). A. City and Contractor have previously entered into that certain Amended and Restated Agreement, dated June 2, 1999, concerning waste and recyclable collection in the City (hereinafter, "Original Agreement"). The Original Agreement was later amended by Amendment No. 1, dated March 21, 2001, by Amendment No. 2, dated May 27, 2002, by Amendment No. 3, dated September 23, 2003, by Amendment No. 4, dated March 30, 2004, by Amendment No. 5, dated June 7, 2007, by Amendment No. 6, dated December 4, 2007, by Amendment No. 7, dated August 20, 2008, by Amendment No. 8, dated August 20, 2008, by Amendment No. 9, dated November 1, 2012, and by Amendment No. 10, dated November 7, 2016 (effective July 1, 2016) (collectively, "Amendments"). The Original Agreement and Amendments are collectively referred to herein as the "Agreement." B. In 2014, Governor Jerry Brown signed AB 1826 (Commercial Organics Program) into law, which requires businesses to recycle their organic waste (food waste) on or after April 1, 2016, depending on the amount of waste they generate per week. C. As of January 1, 2019, all businesses that generate four (4) cubic-yards of organic waste will need to have an organic recycling program in place. D. As of January 1, 2010, organic recycling programs for residential properties must be in place. Also, as of January 1, 2020, cities will be required to have green waste recycled as organic waste. E. The state-mandated organic and green waste recycling programs are more costly to implement than the current trash programs, requiring a rate increase to cover the cost of the new services. Notice pursuant to Proposition 218 of the proposed rate increase was mailed to all property owners and customers in the City of West Covina as required by law. F. On October 16, 2018, the City Council held the required Public Hearing under Proposition 218 to consider public comment and protests. G. There being no majority protest, the City Council considered the proposed rate increases and approved them. H. City and Contractor desire to amend the Agreement as set forth herein, to implement the approved rate increases, in order to implement the state-mandated recycling programs, and make other appropriate changes to the Agreement. SECTION 1. EFFECTIVE DATE OF AMENDMENT The Agreement shall be retitled as the Amended and Restated Agreement for the Collection of Solid Waste, Recyclables, Yard Waste and Other Compostables, and Organics. This Eleventh Amendment to the Agreement shall be effective as of October 1, 2018. SECTION 2. DELETED PROVISIONS The second paragraph of Section 8.1.1, which was added to the Agreement by Amendment No. 4, dated March 30, 2004, is hereby deleted in its entirety. Section 8.6 of the Original Agreement is hereby deleted in its entirety. SECTION 3. TERM The City agrees that it will not exercise its right of termination of the one-year renewal and extension provision as provided in Section 3.1 of the Agreement prior to October 16, 2023. SECTION 4. RATES Section 8.1 of the Agreement is deleted and replaced with the following: 8.1 RATES Contractor shall perform the responsibilities and duties described in this Agreement in consideration of the exclusive right to charge and collect from customers for solid waste, recyclables, yard waste, organic waste, and other compostables collection services rendered, at rates fixed by the City Council from time to time. Contractor does not look to the City for payment of any sums under this Agreement. Following a Proposition 218 hearing held on October 16, 2018, the City Council approved and authorized the following multi-year rate increase, to cover the cost of state-mandated recycling of organic waste. The authorized rate increases are as follows: October 1, 2018 FOR COMMERCIAL ONLY 9 .1 7% rate increase July 1, 2019 FOR COMMERCIAL ONLY 9.17% rate increase + CPI January 1, 2020 FOR RESIDENTIAL ONLY 7.93% rate increase The increased rates for services to be performed pursuant to this Agreement shall be as set forth in EXHIBIT "E" which is attached hereto and incorporated herein by this reference. In addition to the revenues authorized by the rates in EXHIBIT "E", Contractor may charge and receive fees for performing special services ( e.g., the hauling and disposal of "bull(y waste" in excess of the amount or schedule as provided for herein) as agreed upon in separate agreements between Contractor and each customer requesting such special services. Reduced low income senior citizen rates are to be set out on EXHIBIT "E". These rates may be increased only in an amount approved by City Council. Except for the rates and charges expressly authorized herein and except for rates charged pursuant to any separate agreement(s) between Contractor and each customer requesting additional special services, Contractor shall not charge customers served under this Agreement any amount in excess of the rates set forth in EXHIBIT "E" as adjusted annually through July 2020. The rates set forth in EXHIBIT "E", as they may be adjusted from time to time, include the cost of any collection of "bullcy waste" by Contractor as provided in Section 5.3. Authorized cost ofliving adjustments each July 1 '1, commencing July 1, 2020, shall be the increase or decrease in the cost of living as determined by the percentage change in the Consumer Price Index ("CPI") for the immediately preceding twelve (12) month period of March through February for All Urban Consumers in the Los Angeles/ Anaheim/Riverside area, or an equivalent index approved by mutual agreement in the event the CPI as described hereinabove is no longer published. Contractor shall provide data and notice to the City within thirty (30) days after the CPI index is available. Contractor shall also notify customers in writing of the CPI adjustments at least sixty (60) days before implementing the adjusted rates. Any rate increase not provided for herein shall be granted only following a duly noticed public hearing before the City Council, following compliance with Proposition 218. Contractor shall bear all costs and expenses associated with the notice process required by Proposition 218. SECTION 5. Except as set forth herein, the remaining tetms and conditions of the Agreement shall remain in full force and effect. The parties agree to meet and discuss consolidating the original agreement and all amendments into a new single contract codifying all applicable terms of the parties' agreement, including this Eleventh Amendment. IN WITNESS WHEREOF, City and Contractor have caused this Eleventh Amendment to be executed and attested by their respective officers hereunto duly authorized. CITY OF WEST COVINA ARAKELIAN ENTERPRISES INC. dba ATHENS SERVICES By:--------- Dated: Lloyd Johnson Mayor -------- ATTEST: By:--------- Nick Lewis City Clerk APPROVED AS TO FORM: By: _________ _ Kimberly Hall Barlow City Attorney By: -----------Gary Clifford Executive Vice President Dated: ---------- By: __________ _ Tim Powell coo Dated: _________ _ Dated: --------- AGENDA ITEMNO. 14 AGENDA STAFF REPORT ~ \f E~T COVINA City of West Covina I Office of the City Manager DATE: October 16, 2018 TO: FROM: Mayor and City Council Chris Freeland City Manager SUBJECT: NOMINATION TO SAN GABRIEL BASIN WATER QUALITY AUTHORITY BOARD MEMBER REPRESENTING CITIES WITHOUT PRESCRIPTIVE PUMPING RIGHTS RECOMMENDATION: It is recommended that the City Council adopt the following resolution to nominate a West Covina City Councilmember from West Covina or another city without prescriptive pumping rights to serve on the San Gabriel Basin Water Quality Authority Board. RESOLUTION NO. 2018-129 -A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA NOMINATING COUNCILMEMBER OF THE CITY OF TO REPRESENT CITIES WITHOUT PRESCRIPTIVE WATER PUMPING RIGHTS ON THE BOARD OF THE SAN GABRIEL BASIN WATER QUALITY AUTHORITY DISCUSSION: The State Legislature established the San Gabriel Basin Water Quality Authority (WQA) on February 11, 1993, to develop, finance, and implement groundwater treatment programs in the San Gabriel Basin (SB 1679). The WQA is empowered by the State to address the problem of the migration of contaminated groundwater within the San Gabriel Basin and, in particular, the migration of contaminated water through the Whittier Narrows into the Central Basin. The WQA also currently operates the only groundwater cleanup projects in the San Gabriel Valley that are actively intercepting contaminated groundwater flowing toward the Whittier narrows. The WQA is under the direction and leadership of a seven (7) member board. The board is comprised of one member from each of the overlying municipal water districts, one from a city WQA Nomination Page 2 of3 -October 16, 2018 with prescriptive water pumping rights, and one from a city without prescriptive water pumping rights, and two members representing water producers in the San Gabriel Basin. The three municipal water districts are: 1) San Gabriel Valley Municipal Water District; 2) Three Valleys Municipal Water District; and 3) Upper San Gabriel Valley Municipal Water District. West Covina is designated a city without prescriptive water pumping rights. The WQA is seeking nominations for a board member to serve a four-year term and represent cities without prescriptive water pumping rights (Attachment No. 1). The election for this position is to be held on January 19, 2019. The position being filled is to come from a city that does not have prescriptive water pumping rights within the basin. Nominations are to be submitted to the WQA by City Council Resolution, by October 19, 2018. At the close of the nomination period, the WQA will verify the nominations and request cities adopt another resolution at a future meeting casting the City's votes for a nominee. The cities that will be competing to have a member sit on the board and are without prescriptive water pumping rights are: Baldwin Park; Bradbury; Duarte; La Puente; La Verne; Rosemead; San Dimas; San Gabriel; San Marino; Sierra Madre; South El Monte; Temple City; and West Covina. The City of West Covina may only nominate one candidate. The City of West Covina may nominate a candidate from another city, as long as the candidate is a Councilmember in one of the cities listed above that are without prescriptive water pumping rights. The position is currently filled by La Puente Councilmember Valerie Munoz. Rosemead Mayor Pro Tern Margaret Clark has submitted a letter to the City Council seeking the City of West Covina's nomination to the WQA Board (Attachment No. 2). OPTIONS: 1. The City Council could nominate a West Covina City Councilmember to run for the San Gabriel Basin Water Quality Authority Board. 2. The City Council could nominate a Councilmember from a city without prescriptive water pumping rights to run for the San Gabriel Basin Water Quality Authority Board. 3. The City Council could elect not to nominate anyone for the San Gabriel Basin Water Quality Authority Board. FISCAL IMPACT: None. WQA Nomination Page 3 of 3 -October 16, 2018 Prepared By: Chris Freeland City Manager ATTACHMENTS: Attachment No. 1 - Attachment No. 2 - Attachment No. 3 - Nomination Letter from the San Gabriel Basin Water Quality Authority Request for Nomination Letter from Rosemead Mayor Pro Tern Margaret Clark Nomination Resolution No. 2018-129 ATTACHMENTN0.1 San Gabriel Basin Water Quality Authority 1720 W. Cameron Avenue, Suite 100, West Covina, CA 91790 • 626-338-5555 • Fax 626-338-5775 August 30, 2018 City Manager CITY OF WEST COVINA 1444 West Garvey Ave. West Covina, CA 91790 RE: NOMINATIONS FOR WOA BOARD MEMBER AND ALTERNATE REPRESENTING CITIES WITHOUT PUMPING RIGHTS Dear City Manager: "'" ,, -co f/) qi I U1 ·-o -~-· t,..J i'.:• \ . .J The San Gabriel Basin Water Quality Authority (WQA) was established by the State Legislature (SB 1679) on February 11, 1993 to develop, finance and implement groundwater treatment programs in the San Gabriel Valley. The WQA is under the direction and leadership of a seven member board, one member each from an overlying municipal water district, one from a city with water pumping rights, one from a city without water pumping rights and two members representing water purveyors. Under the WQA's enabling legislation, the term of the board member al}d alternate representing cities without pumping rights expires on January 1, 2019. An election to fill this seat is scheduled for December 19, 2018 at 12:00 p.m. at WOA Headquarters. Nominations of candidates for the office of Member of the Board of Directors of the San Gabriel Basin Water Quality Authority representing cities without pumping rights may be made by any of the cities without pumping rights listed below, by resolution of the city council of such city. Resolutions nominating a candidate must be received by the WQA at least 60 days prior to the election, by October 19, 2018. Resolutions cannot be accepted prior to September 20, 2018. A candidate must be a city council member from a city without pumping rights; however, a city is not limited to nominating its own council members and may vote in the election whether or not it nominated a candidate. Listed below are cities from which city council members are eligible: CITIES WITHOUT PUMPING RJGHTS Baldwin Park Bradbury Duarte La Puente La Verne Rosemead San Dimas San Gabriel San Marino Sierra Madre South El Monte Temple City West Covina Please find enclosed the "Call for Nominations" form and a sample resolution. Please read through the enclosures and forward copies to your council members. We will accept nominations made onlv bv resolution from September 20, 2018 through October 19, 2018 at 5:00 p.m. Nominations arriving before or after t/ze nomination period will not be accepted. To ensure that we receive your nominations, please send the resolution bv certified mail, FedKv:, UPS, etc. with "signature required" or lumd deliver to our office Monday through Friday 8:00 a.m. to 12:00 p.m. and 1 :00 p.m. to 5 :00 p.m. After nominations are collected, a ballot listing the candidates will be sent to cities eligible to vote no later than November 2, 2018. Ifl can be of any assistance, please contact me at (626) 338-5555 or at Stephanie(cv,wga.com . Sinc·•,•e····· rs·f~": C /' r; • /J .J _____ .) Stephanie Moreno San Gabriel Basin Water Quality Authority Stephanie@wga.com Enclosures CALL FOR NO MINA TIO NS FOR ELECTION OF CITY MEMBERS AND AL TERNA TES FROM CITIES WITHOUT PUMPING RIGHTS TO THE BOARD OF THE SAN GABRIEL BASIN WATER QUALITY AUTHORITY PURSUANT TO SB 1679 CITY: WEST COVINA TO THE CITY COUNCIL: The election of the city member and alternate of the Board of the San Gabriel Basin Water Quality Authority ("the Authority") from cities without pumping rights will take place at the regular meeting of the Board of the Authority set for December 19 , 2018, at 12:00 p.m. , at 1720 W. Cameron Ave., Suite 100, West Covina , California. Nominations for candidates for a city member elected by cities without pumping rights may be made by any city without pumping rights. Each city may nominate only one candidate. The member and alternate shall be City Council members or Mayors from cities without pumping rights. An alternate member acts in the place, and performs all the duties, of the city member selected by the same cities if that city member is absent from a meeting of the Authority or has vacated his or her office until the vacancy is filled pursuant to the provisions of SB 1679. No person who, directly or indirectly, at the time of election, receives, or during the two- year period immediately preceding election received, 10 percent or more of his or her income from any person or public entity subject to regulation by, or that received grants from or contracts for work with, the Authority may serve as a member of the Authority. Your city may nominate one candidate by resolution of the City Council. Your nomination must be submitted to the Authority at least 60, but not more than 90 days preceding the meeting at which the election is to be held. MAYOR; STEVEN LY l\IA \'OR PRO TEr>.I: iVfA!<G,\RET CLARK COUNCII, 1\-IEMBERS: SANDRA AIU,!ENTA POLLY LOW October 2, 2018 Honorable Mayor and Councilmembers City of West Covina 1444 West Garvey Avenue South West Covina, CA 91790 City of <BJ)semead 8838 E. VALLEY BOULEY ARD P.0 BOX 399 ROSl\ivlEAD, CALIFORNIA 91770 TELEPHONE (626) 569·21 00 FAX (626)307-9218 ATTACHMENT NO. 2 Sent Via Email: sgalvez(~(hvestcovina.org Re: Request for Nomination to the San Gabriel Basin Water Quality Authority Dear Mayor and Councilmembers: My City nominated me to the San Gabriel Basin Water Quality Authority on September 25, 2018 and I am requesting your City's nomination. As you know, I have represented your city and the other cities without pumping rights on the San Gabriel Basin Water Quality Authority which I lobbied to create in 1993 to oversee the cleanup of our groundwater basin. The period when cities nominate by resolution closes on October l 91h and then the cities vote again by resolution November 2, to December 19, 2018. Our projects have removed over 71 tons of contaminants, and there is still work to be done. I feel I can continue to be your voice on these important environmental issues and water is so complex, especially with the extremely expensive stormwater regulations we are facing. I think it is important for our representative to be involved in the multiple issues we face as we build relationships to make a difference. Please feel free to call or email me. My cell is (626) 833-6673 and my email 1s clarkeeesc@yahoo.com. Thanks so much, ~~ Margaret "Maggie" Clark Mayor Pro Tern, City of Rosemead Alternate Board Member, San Gabriel Basin Water Quality Authority Enclosure Mayor Pro Tern -Margaret Clark City of Rosemead Margaret Clark has served on the Rosemead City Council since March 1991, including six terms as Mayor. Prior to her election to the City Council she was a Commissioner on the Rosemead Planning and Traffic Commissions. In addition to her council responsibilities, Margaret has been an active leader in national, state and regional organizations and agencies. She was elected by 88 cities to serve as President of the Los Angeles County Division of the League of California Cities and has been a member of the California Contract Cities Association executive board. Margaret also represents the City of Rosemead on the San Gabriel Valley Council of Governments (SGVCOG) and serves as the first Vice President. Well respected for her knowledge of water quality and environmental issues, Mrs. Clark was selected by her colleagues from 29 SGVCOG cities to serve as a founding board member on the San Gabriel and Lower Los Angeles Rivers and Mountain Conservancy. She has served as a board member or alternate of the San Gabriel Basin Water Quality Authority since its establishment in 1992 by legislative action to oversee clean-up of one of the largest Superfund sites in the nation. Margaret's environmental credentials also include membership on the National League of Cities Energy, Environment and Natural Resources Committee as well as numerous other environmental committee assignments. Prior to matriculating from college, Margaret studied in Europe at the University of Bordeaux through the University of California Education Abroad Program. She holds a bachelor's degree and teaching credential from UCLA, where she met her husband Jim. Soon thereafter, they chose Rosemead in which to reside and raise their family. Feel free to send Council Member Clark an e-mail at clarkeeesc@yahoo.com or call her at (626) 833-6673. ATTACHMENT NO. 3 RESOLUTION NO. 2018-129 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA NOMINATING COUNCILMEMBER TO REPRESENT CITIES WITHOUT PRESCRIPTIVE WATER PUMPING RIGHTS ON THE BOARD OF THE SAN GABRIEL BASIN WATER QUALITY AUTHORITY WHEREAS, on September 22, 1992, Senate Bill 1679 was signed into law by Governor Pete Wilson authorizing the creation of the San Gabriel Basin Water Quality Authority; and WHEREAS, in order to be eligible to hold office as a city member or alternate city member representing cities without prescriptive water pumping rights on the San Gabriel Basin Water Quality Authority Board, the nominee must be an elected member of the city council of a city without prescriptive water pumping rights; and WHEREAS, the Board of the San Gabriel Basin Water Quality Authority is composed of seven members, one member from each of the three overlying municipal water districts, one from a city with prescriptive water pumping rights, one from a city without prescriptive water pumping rights, and two members representing water purveyors; and WHEREAS, the City of West Covina is one of the cities in the San Gabriel Basin without prescriptive water pumping rights; WHEREAS, the City of West Covina may nominate a representative by resolution from September 20, 2018, tlu·ough October 19, 2018. Now therefore the City Council of the City of West Covina does resolve as follows: SECTION 1. The City Council of West Covina nominates , an elected member of the City Council of as the representative for cities in the San Gabriel Basin without prescriptive water pumping rights. SECTION 2. The City Clerk of the City of West Covina is to attest this Resolution and forward it to the San Gabriel Basin Water Quality Authority for their records. PASSED, APPROVED AND ADOPTED this 16'h day of October 2018. ATTEST: Nickolas S. Lewis City Clerk Lloyd Johanson Mayor I HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of West Covina at a regular meeting thereof held on October 16, 2018 by the following vote of the Council: AYES: NOES: ABSTAIN: ABSENT: APPROVED AS TO FORM: Kimberly Hall Barlow City Attorney Nickolas S. Lewis City Clerk DATE: TO: FROM: AGENDA ITEMNO. 15 AGENDA STAFF REPORT City of West Covina I Office of the City Manager October 16, 2018 Mayor and City Council Chris Freeland City Manager SUBJECT: ANIMAL CONTROL CONTRACT RECOMMENDATION: It is recommended that the City Council take the following action: 1) Authorize staff to notify Los Angeles County Department of Animal Care and Control of the City's intent to terminate the contract for animal care and control services effective June 30, 2019; 2) Authorize the City Manager to execute a two-year agreement, approved by the City Attorney, with Inland Valley Humane Society and S.P.C.A. (IVHS), effective July 1, 2019, in an amount not to exceed $1,790,000, plus Consumer Price Index (CPI) annually, with the option for the City Manager to renew for two (2) additional two-year contracts; 3) Instrnct staff to review Title 10 and bring back an ordinance to a future City Council Meeting delegating authority to IVHS for enforcement of applicable local and State laws relating to animals, effective July 1, 2019; and 4) Adopt the following resolution: RESOLUTION NO. 2018-127 -A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, APPROVING THE GETTING TO ZERO PARTNERSHIP WITH INLAND VALLEY HUMANE SOCIETY & S.P.C.A. BACKGROUND: Several years ago, the City of West Covina conh·acted animal care and control services with the City of Covina. The City of Covina's Police Department negotiated the contract on both cities' behalf to have animal control provided by Los Angeles County. In 1994, the City of Covina reached out to the Inland Valley Humane Society & S.P.C.A. (IVHS) to provide animal control, licensing, and housing of domestic animals. IVHS provided those services to the City of West Covina for one year until 1995, when the City Council voted to move the contract back to the County of Los Angeles Department of Animal Care and Control. The reason for the change Animal Control Contract Page 2 of 4 -October 16, 2018 centered on the idea that the Baldwin Park shelter was closer and therefore residents would not have to travel to Pomona to adopt or redeem animals. The City of West Covina has been contracting with the County of Los Angeles Department of Animal Care and Control (County) since July 1, 1995, to provide animal control services. Historically, the Los Angeles County Department of Animal Care and Control (County) notifies cities in the spring of upcoming rate increases for various services based on an annual County Audit. Increased costs for those services have typically been in the range of 2-8%. However, in March of 2018, the County notified contract cities of its intent to raise rates significantly over the next six years to fully recover costs. The County provided contract cities with an estimated cost for the Six-Year Step Up Plan1 (Attachment No. 3), which includes a per capita public services cost before any services are even rendered. The biggest cost to cities is related to kenneling services for cats and dogs. The County will now charge cities a minimum holding period for dogs and cats of 10 days regardless of how long the animal is actually sheltered. So, for example, if a resident's dog is impounded for one day, the resident will redeem his dog and pay all associated redemption fees to the County for that one day. The City will receive a monthly invoice showing a charge of 10 days and a credit for only one day. City staff has argued that this puts an undue burden on municipalities and that cities are now subsidizing kenneling costs. Staff also questioned why animals are held for so long under the new model if cities are having to pay for those services. The County argues that it cannot change its policy regarding holding adoptable animals, it has not fully recovered costs for years, and this is a fair methodology by which it is choosing to bring its costs in line. Cities in the San Gabriel Valley joined together, met with County Animal Care and Control leadership, and were successful in getting the County to delay implementation until July 1, 2019; this allowed cities to better plan and budget accordingly. The County still increased kennel services costs by 36.8% for Fiscal Year 2018-19. DISCUSSION: Since learning about the significant planned increases by the County, cities from the San Gabriel Valley have continued to engage the County, the Board of Supervisors, and other local animal control service providers. Pasadena Humane Society is simply too far away to be considered as an option at this time. Southeast Area Animal Control Authority (SEAACA) is currently not taking new cities for service. San Gabriel Valley Humane Society was also not interested in providing services to other agencies. Staff reached out to the Inland Valley Humane Society and S.P.C.A. (IVHS) and its Board of Directors is open to partnering with the City of West Covina and a handful of other contiguous San Gabriel Valley Cities. A contract for animal care and control services with IVHS is a full-service contract including daily and after-hours field services, kenneling, licensing, license enforcement services ( canvassing), animal crnelty prevention and investigation, humane education, community outreach and engagement. 1 The Six-Year Step Up Plan cost estimates do not include the increase in costs that the County Auditor implemented for FY 2018-19 or costs for animal license enforcement. Animal Control Contract Page 3 of 4 -October 16, 2018 As a partner in providing animal care and control, IVHS asks all Cities under contract to adopt a resolution pledging to "Getting to Zero" which means no healthy, adoptable animal will be euthanized from the West Covina community. This is done through proactive education and outreach to residents by IVHS and City staff. IVHS holds several annual free or low-cost spay and neuter events including; the Pit Stop for Pit Bulls and Pit Bull mixes; the Chihuahua Challenge for the Chihuahuas and Chihuahua mixes, and the Big Meow which spays and neuters owner's cats as well as feral cats. In addition, IVHS has had a long-standing partnership with Petsmart in West Covina providing mobile pet adoption events and will continue to be a community partner at that location as well as other City-sponsored events. To help with licensing efforts, as every municipality is required to have a rabies control program, IVHS also offers monthly low-cost vaccination clinics at its Pomona facility, as well as organizing low-cost vaccination clinics throughout partnering communities in the Inland Valley and San Gabriel Valley. OPTIONS: The City Council has the following options: 1. Approve staffs recommendation; or 2. Provide alternative direction. FISCAL IMPACT: The cost for animal control services with IVHS will cost $1,790,000 ($895,000/yr.) for the two- year agreement, plus CPI annually, and will be budgeted appropriately for FY 2019-20 and FY 2020-21. This cost will be offset by revenues which are anticipated to be between $400,000- $500,000 annually. Based on actuals for FY 2017-18, if the City does not partner with IVHS, it is estimated that the cost to the City for animal care and control services with the County will be $890,000 for FY 19-20, and $990,000 for FY 2020-21 and the contract will continue to increase each year of the Six-Year Step Up Plan. Prepared by: QJ:¥z: ~ Chris Freeland City Manager ATTACHMENTS: Attachment No. 1 -Animal Control Services Agreement with Inland Valley Humane Society & S.P.C.A Animal Control Contract Page 4 of4-0ctober 16, 2018 Attachment No. 2-Resolution No. 2018-127 Attachment No. 3 -LA County Six-Year Step Up Plan Estimate of Animal Control Costs ATTACHMENT NO. 1 ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT THIS ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT ("Agreement") is made and entered into this __ day of 2019, by and between the CITY OF WEST COVINA, a municipal corporation (hereinafter referred to as "City"), and THE HUMANE SOCIETY OF POMONA VALLEY INC. dba INLAND VALLEY HUMANE SOCIETY & S.P.C.A., a nonprofit corporation (hereinafter referred to as "Humane Society"). WHEREAS, the purpose of entering into this Agreement is to contract for public animal shelter and animal control services with Humane Society under the terms and conditions as provided herein; NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, it is mutually agreed by and between City and Humane Society (hereinafter "Patty," individually, or "Parties," collectively), as follows: 1. Humane Society Services: (a) Generally: The services to be performed by Humane Society pursuant to this Agreement include the maintenance and operation of an animal shelter in compliance with California law, enforcement of the statutes enumerated in California Food and Agriculture Code section 30501, implementation of Food and Agriculture Code sections that apply to animal control, licensing, rabies control and investigation/prosecution regarding animal cruelty and potentially dangerous/vicious dogs, enforcement of all City ordinances related to animals as set forth in the West Covina Municipal Code, and the services set forth in Exhibit I attached to this Agreement. (b) Administrative Citations: Issue and Collection: In addition to the services listed above and in Exhibit I, on behalf of City, Humane Society will issue and collect payment from administrative citations for violation of statutes, regulations or ordinances related to animals and animal control. However, before Humane Society can issue and collect payment for administrative citations, City must adopt an ordinance authorizing Humane Society to issue administrative citations for the purpose of enforcing City code pertaining to animals and to facilitate the collection of associated fines and/or fees. 2. Non-Discrimination: Humane Society is an equal opportunity employer and subject to, and in compliance with, applicable State and Federal Anti-Discrimination laws. Humane Society does not discriminate on the basis of race, color, national origin, religion, marital status, ancestry, disability, sex, sexual orientation, age, genetic information, or any other protected class. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF WEST COVINA IO.I0.20I8 PAGE I 3. Cooperation with Health Department: Humane Society agrees to cooperate with the California Department of Health Services and the health departments of all governing counties in matters pertaining to rabies and animal quarantine. In cooperation with the state and local health departments, Humane Society will conduct animal inoculation programs as required. 4. Cooperation with Humane Society: City agrees that its departments and employees will cooperate with Humane Society in the performance of the services to be performed by Humane Society under this Agreement. City agrees that its employees will not interfere with Humane Society's performance of the services set fmth in this Agreement. s. Comnensation Paid to Humane Society: Humane Society agrees to perform and discharge, at its own cost and expense, all animal shelter and animal control services included in Paragraph 1. City agrees to compensate Humane Society for services described in Paragraph 1 in the following manner: (a) In exchange for the provision of the services set fmth in Paragraph 1, City agrees to pay to Humane Society for the fiscal year of July 1, 2019 to June 30, 2020, the sum of eight hundred and ninety five thousand dollars ($895,000.00) payable in equal monthly installments of seventy-four thousand five hundred eighty-three dollars and 33 cents ($74,583.33) commencing on July 1, 2019 and continuing each month thereafter on or before the first day of the month, up to and through June 30, 2020. Thereafter compensation shall be calculated in the manner set forth in Paragraph 5( c ). (b) Humane Society shall collect and retain all income generated from dog and cat licenses, related late fees, impound fees, kennel care fees, court fines, administrative citations and other fees collected pursuant to provision of the services described in Paragraph I. (i) Humane Society agrees to provide a monthly credit to City of I 00% ofall income collected pursuant to Paragraph 5(b ). (ii) Humane Society will invoice City monthly for the payment due according to Paragraph 5(a) minus the credit described in Paragraphs 5(b)(i). City agrees to pay Humane Society fifteen (15) days after receipt of the invoice. (c) The annual compensation paid to Humane Society shall increase effective July l, 2020 and each July 1 of each subsequent year during the term of this Agreement by an amount equal to the annual percentage increase in the Consumer Price Index for All Urban Consumers for the Los Angeles -Riverside -Orange County, California region ("CPI-U-LA"). The percentage increase is determined by comparing the published monthly index for December to the prior year index for December, up to the maximum of five percent (5%) of the previous year's Gross. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF WEST COVINA I0.10.2018 PAGE2 There shall be no reduction should the CPI-U-LA be negative. (d) City designates as the sole representative of City, its city manager or the person designated by the city manager to work with Humane Society in all matters involving the implementation of this Agreement, including, but not limited to, the determination of the annual supplemental amount based on the CPI to be paid to Humane Society. (e) City and Humane Society may negotiate adjustments to the revenue set out in Paragraphs 5(a) through (c) above at any time during the term of this Agreement set fotth in Paragraph 9 below. The adjustments to the revenue anticipated by this provision include, but are not limited to, licensing and ancillary fees charged by Humane Society on City's behalf. 6. Availability of Service: 7. (a) Office Hours and Telephone Line: • 8:00 a.m. to 5:30 p.m. Monday, Tuesday, Thursday, Friday and Saturday • 8:00 a.m. to 7:00 p.m. Wednesday (b) Animal Shelter Hours: • 10:00 a.m. to 5:30 p.m. Monday, Tuesday, Thursday, Friday and Saturday • 10:00 a.m. to 7:00 p.m. Wednesday (c) Humane Society is closed Sunday and most major holidays. Indemnification and Hold Harmless: (a) Humane Society represents that it possesses the necessary qualifications to perform the services and duties set forth in this Agreement and shall perform the services and duties consistent with the standards generally recognized as being employed by others performing similar services in the State ofCalifornia. (b) Humane Society is an independent contractor and shall have no authority to bind City or to create or incur any obligation on behalf of, or liability against, City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City/ Humane Society, its employees, agents and subcontractors are not employees of City. (c) Humane Society shall indemnify, defend and hold harmless, City, its elected and appointed officials, officers, agents and employees (collectively "lndemnitee") from and against any and all liabilities, losses, claims, demands, actions, causes of action, proceedings, suits, damages, judgments, costs and expenses of litigation, including reasonable attorneys' fees, which Indemnitee may suffer or incur or ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF WEST COVINA 10.10.2018 PAGE3 8. which Indemnitee may become subject to by reason of or arising out of any injury to or death of any person(s), damage to property, or loss of use of property, allegedly caused by the negligent or willful acts or omissions of Humane Society, its agents, officers, directors or employees, acting within the scope of their employment or affiliation with Humane Society while performing the services set forth in this Agreement. (d) In the event that any action or proceeding is brought against Indemnitee by reason of any of the matters against which Humane Society has agreed to indemnify Indemnitee, Humane Society, upon notice from City, shall agree to defend Indemnitee at Humane Society's expense by competent legal counsel. City agrees to notify Humane Society within five (5) days of its receipt of service oflegal process by a third party in a lawsuit naming City as a defendant and claiming injury to or death of any person(s), damage to property or loss of use of property, allegedly caused by the negligent or willful acts or omissions of Humane Society, its agents, officers, directors or employees, acting within the scope of their employment or affiliation with Humane Society while performing the services set forth in this Agreement. (e) Humane Society's indemnification under this Agreement does not extend to liabilities, losses, claims, demands, actions, causes of action, proceedings, suits, damages, judgments, costs and expenses of litigation, including attorney's fees, which Indemnitee may suffer or incur or which Indemnitee may become subject to by reason of or arising out of any injury to or death of any person(s), damage to property, or loss of use of property caused by the active or passive negligence or willful acts or omissions of City, its elected and appointed officials, officers, agents, employees, volunteers or representatives. (f) The insurance required to be maintained by Humane Society under Paragraph 8 shall ensure Humane Society's obligations under Paragraph 7, but the limits of such insurance shall not limit the liability of Humane Society hereunder. The provisions of Paragraph 7 shall survive the expiration or earlier termination of this Agreement. Insurance: (a) Humane Society shall, at its expense, procure and maintain for the duration ofthe Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services set forth in this Agreement by Humane Society or its agents, representatives or employees acting within the scope of their agency, employment or representation. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF WEST COVINA 10.10.2018 PAGE4 (b) Minimum Scope and Limits oflnsurance: (i) Minimum Scope oflnsurance: Coverage shall be at least as broad as the latest version of: * General Liability: • • • Insurance Services Office Commercial General Liability Coverage (form CG 000 I). Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 001, code I (any auto)). Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employers' Liability Insurance. Errors and Omissions Liability: Insurance appropriate to Humane Society's profession. (ii) Minimum Limits oflnsurance: Limits no less than: * General Liability: • • • $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities associated with this Agreement or the general aggregate limit shall be twice the required occurrence limit. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Workers' Compensation and Employers' Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employers' Liability limits of$1,000,000 per accident for bodily injury or disease. Errors and Omissions Liability: $1,000,000 per claim. ( c) Other Provisions: (i) All Policies: • Each insurance policy required by Paragraph 8 shall be endorsed and state that the coverage shall not be suspended, voided, cancelled by the insurer or either Paity to this Agreement, reduced in coverage or in limits, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to City. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF WEST COVINA 10.10.2018 PAGES * * Any failure to comply with the reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its officers, officials, employees or volunteers. Any deductibles or self-insured retentions must be declared to and approved by City. (ii) General Liability and Automobile Liability Insurance: * * * City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds for liability arising out of the services provided by Humane Society as set forth in this Agreement; premises owned, occupied or used by Humane Society; or automobiles owned, leased, hired or borrowed by Humane Society. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials or employees. Humane Society insurance shall be primary insurance with respect to City, its officers, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, employees or volunteers shall apply in excess of, and not contribute with, Humane Society's insurance. Humane Society's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of insurer's liability. (iii) Workers' Compensation Insurance: Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from the services performed by Humane Society as set forth in this Agreement. (iv) Certificates oflnsurance: Humane Society agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance sufficient to satisfy City that the insurance provisions of Paragraph 8 of this Agreement have been complied with. The City attorney may require that Humane Society furnish City with copies of original endorsements effecting coverage as required by Paragraph 8 of this Agreement. The certificates or endorsements must be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, ce1tified copies of all required insurance policies at any time. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF WEST COVINA IO.I0.20I8 PAGE6 9. Iuw.: This Agreement shall commence on July I, 2019, shall be effective for an initial term of two (2) years and shall expire on June 30, 2021. 10. Term Renewal: Unless either Party gives express written notice of its intent to terminate this Agreement at least ninety (90) days prior to the scheduled expiration date of the initial term, it shall automatically renew for a successive two (2) year term. Thereafter, the Agreement shall automatically renew for two (2) years for each successive term until terminated in writing by one of the Patties as provided herein, or modified by the Patties in writing. 11. Termination: 12. After the completion of the first year of the Agreement term, either Party, at any time, may terminate this Agreement without cause upon the giving of no less than three hundred sixty (360) days prior written notice to the other Party of the intent to terminate. This notice shall include the date of termination which shall be no less than three hundred sixty (360) days following the date of the notice. In the event of such a termination, Humane Society shall be paid for all work performed under the Agreement through the date of termination. In the event that the Agreement is terminated by City as provided in this Paragraph, City shall compensate Humane Society for all additional expenses incurred in transferring the animal shelter and animal control services to any other consultant or provider chosen by City to perform the animal shelter and animal control services. These additional expenses include, but are not limited to, the identification and relocation of animals, transfer of records, including medical records, and other costs related to the transfer of the responsibility for animal sheltering and animal care services from Humane Society. Beneeotiation Uuon Occurrence of Certain Events: (a) Mandatory Spay and Neuter Legislation: Notwithstanding Paragraphs 5, 9, IO and 11 above, City agrees to renegotiate the terms of this Agreement if City or the State of California adopts a municipal code section, statute, regulation or ordinance requiring the mandatory spay and neuter of dogs and/or cats within City's limits. City also agrees to renegotiate the terms of this Agreement if mandatory spay and neuter is added as a requirement for the licensing of dogs and/or cats within City limits. City agrees to this renegotiation notwithstanding the specific terms of the municipal code section, statute, regulation or ordinance regarding the age of the animal and any exceptions or exemptions to the municipal code section, statute, regulation or ordinance. This renegotiation is justified because of the increased cost to Humane Society to enforce the new municipal code section, statute, regulation or ordinance. The renegotiation contemplated in this Paragraph will commence within fifteen (15) days of the final approval of the municipal code section, statute, regulation or ordinance and will result in revisions to Paragraphs 5 and 9 above. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT PAGE? CITY OF WEST COVINA I0.10.2018 ' (b) Renegotiation Following Passage of Other State or Local Legislation with Fiscal Impact on Animal Control Services: In addition to Paragraph 12(a) above, the Patties agree to renegotiate this Agreement upon the passage of any state or local legislation that has a fiscal impact on animal control services. 13. Opportunity to Cure: In the event of an alleged breach of this Agreement by either Party, express written notification of an intent to terminate this Agreement, containing an explanation of the alleged breach, must be provided to the allegedly breaching Party within ten (I 0) days of the alleged breach. The allegedly breaching Party must be given a reasonable time to cure, no less than thirty (30) days following the written notification. In the event that the Parties cannot agree regarding whether the breach has been cured, the Parties must meet and negotiate a reasonable compromise. In no case will this Agreement terminate automatically based on the allegations of breach by one of the Parties. 14. Merger and Integration Clause: 15. This Agreement and Exhibit I attached hereto contain the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior negotiations, agreements and understandings with respect thereto. Severabilitv Clause: If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the Patties' intention. All remaining provisions of this Agreement shall remain in full force and effect. 16. Prohibition Against Transfers: Neither Party may assign or otherwise transfer or delegate any right or duty under this Agreement without the express written consent of the other Party. Any attempt to do so without the express written consent of both Patties shall be null and void and any assignee or transferee shall acquire no right or interest by reason of such attempted assignment or transfer. 17. Attorneys' Fees: In any litigation, arbitration or other proceeding by which one Party either seeks to enforce its rights under this Agreement (whether in contract, t01t, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be awarded its reasonable attorneys' fees, costs and expenses incurred. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF WEST COVINA IO.I0.20I8 PAGES 18. Force Maienre: Neither Party will be considered to be in default of this Agreement as a result of events beyond their reasonable control. For purposes of this Agreement, such events shall include, but are not limited to, acts of God, terrorism, war, catastrophe, or other "force majeure" events beyond the Parties' reasonable control. 19. Authorized Parties: Each Party to this Agreement has the authority to enter into and form the Agreement. The individuals signing the Agreement have the authority to act as agents of their respective organizations. Each Patty acknowledges that they have read this Agreement and will abide by it. 20. Choice of Law: This Agreement shall be governed by and construed in all respects in accordance with the laws of California. The place for any action initiated to enforce any obligation under this Agreement shall be California. City hereby submits to the jurisdiction of the state and federal courts in California and waives any objection to venue in California. 21. Notices: A notice required or desired to be given pursuant to this Agreement shall be given in writing and sent by cettified mail, return receipt requested, addressed as follows: For City: For Humane Society: President/CEO 500 Humane Way Pomona, CA 1766 (909) 623-9777 Any notice so given shall be considered served on the other Party three (3) days after the date of mailing. The address for the notice may be changed by giving written notice of such change pursuant to this Paragraph. [Remainder of Page Intentionally Left Blank] ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF WEST COVINA 10.10.2018 PAGE9 IN WITNESS WHEREOF, the Parties hereto have accepted, made and executed this Agreement upon the terms, conditions and provisions above stated the day and year first above written. CITY, a Municipal Corporation: By: City Manager Date By: City Clerk Date APPROVED AS TO FORM: By: City Attorney Date THE HUMANE SOCIETY OF POMONA VALLEY, INC. dba INLAND VALLEY HUMANE SOCIETY & S.P.C.A., a California Non-Profit Corporation: By: Chairperson Date By: Secretary Date By: General Counsel Date ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF WEST COVINA I0.04.20I8 PAGE IO I. 2. EXHIBIT l Additional Services Provided by Humane Society Humane Officer Availability: (a) Humane Officers are available 8:00 a.m. to 9:00 p.m. Monday through Saturday. (b) One Humane Officer is available for emergencies 9:00 p.m. to 8:00 a.m. Monday through Sunday and major holidays. Canvassing: (a) Humane Society will canvass for dog license compliance, door to door, at regular intervals. Bi-annually, a licensed inspector shall visit each residence to verify that all dogs residing therein are appropriately licensed and have a current ce1tificate of rabies inoculation. 3. Rabies Control: (a) Humane Society will provide: (i) Low cost rabies vaccinations. (ii) License renewals. (iii) License delinquent notifications. (iv) Rabies Certificates. 4. Website: (a) Humane Society will maintain a website available to City's constituents. 5. Owned Animal Services/Fee for Service: (a) Humane Society will provide and may charge a fee for: (i) Deceased animal pick-up. (ii) Euthanasia for owner-relinquished sick and/or injured animals. (iii) Adoption of owner-relinquished animals. (iv) Special circumstance ambulance service for transport to veterinary hospital. (v) Assistance to owners for confinement and movement of animals. 6. Miscellaneous Services Provided by Humane Society: (a) Chemical capture and rescue for stray animals unable to be trapped. (b) Education regarding wildlife, including co-existence with wildlife. ( c) Dedicated Humane Officer for cruelty investigations. ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF WEST COVINA I0.04.2018 PAGE ll ATTACHMENTN0.2 RESOLUTION NO. 2018-127 RESOLUTION NO. 2018-126 -A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ESTABLISHING THE CITY'S COMMITMENT TO THE GOALS AND OBJECTIVES TO ELIMINATE THE EUTHANASIA OF ADOPTABLE DOGS AND FINDING THIS ACTION EXEMPT FROM REVIEW UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT WHEREAS, the City of West Covina recognizes the importance of animals in thriving communities; and WHEREAS, the City of West Covina recognizes animal welfare, education, and stewardship is the whole community's responsibility; and WHEREAS, the City of West Covina strives to increase the number of lost animals being returned to their homes by increasing licensing, microchip identification, care, responsibility, education, and other animal programs; and WHEREAS, the City of West Covina strives to decrease the euthanasia of animals tlu·ough spay and neuter programs; and WHEREAS, the City of West Covina strives to decrease the euthanasia of animals except when necessary due to illness, injury or behavior; and WHEREAS, the City of West Covina acknowledges the guiding principles and standardized definitions for tracking shelter populations as established by the Asilomar Accords; and WHEREAS, the City of West Covina recognizes the definition of the te1m "Adoptable Dog" as a dog that enters the shelter from West Covina and is determined to be healthy and treatable as defined by the Asilomar Accords; and WHEREAS, the City of West Covina recognizes the hard work, compassion, and commitment displayed by the animal welfare employees and volunteers throughout the community as they continually seek new and innovative ways to serve the needs of our animal companions; and WHEREAS, an essential component in reaching our goal of eliminating the euthanasia of adoptable dogs is cooperation, coordination, and communication with shelters, rescue groups, adoption organizations, and other interested parties to solicit, advertise and promote, volunteer or host events, programs, and other efforts to increase adoption of eligible animals; and WHEREAS, the Inland Valley Humane Society and S.P.C.A. has identified the Getting To Zero (G2Z) model as a strategic and sustainable framework for achieving the City's goal of eliminating euthanasia of Adoptable Dogs. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, DOES RESOLVE THE FOLLOWING: SECTION 1. Hereby adopt the Getting To Zero strategic model to save healthy and treatable West Covina animals. SECTION 2. Call upon animal shelter, rescue groups, welfare advocates, veterinarians, and individuals to broaden their work and collaboration in support of the Getting To Zero program. SECTION 3. Support the Inland Valley Humane Society & S.P.C.A. in implementing the Getting To Zero program on behalf of West Covina. SECTION 4. Achieve an Adoptable Dog live release rate of at least ninety percent (90%) in pursuit of becoming a G2Z community by January 1, 2021. PASSED, APPROVED, AND ADOPTED this 16th day of October 2018. APPROVED AS TO FORM Kimberly Hall Barlow City Attorney Lloyd Johnson Mayor ATTEST Nickolas S. Lewis City Clerk I, HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof on the 161h day of October 2018 by the following vote of the City Council: AYES: NOES: ABSENT: ABSTAIN: Nickolas S. Lewis City Clerk CITY OF WEST COVINA # City/ Service Description Animals Sheltering Services Public Services Cost Kennel Housing -Dog & Cat 1,715 Kennel Housing -Other Animals 141 Specia! Care/ Observation 74 Disposal of Dead Animals 615 Private Vet Field Services Calls For Service Animal License Enforcement Services Other License Processing Fee Revenue: Fees Collected From Residents License/Penalty Fees Total City Net Cost COUNTY OF LOS ANGELES DEPARTMENT OF ANIMAL CARE AND CONTROL ANIMAL SERVICES COST RECOVERY BLENDED RATE WITH 3% COLA (ESTIMATED CITY COSTS: 6 YEAR STEP UP PLAN) *** DEMONSTRATION ONLY•- . Estimated Cost at Current Billing Rate FY 2018-19 (Year 1) FY 2019-20 (Year 2) FY2017-18 (*) Estimated Costs Estimated Costs Daily Rate $32.79 per day Flat Rate Based on 5 days Flat Rate Based on 6 days Maximum days charged are capped at 5 ($41.13 per day, $205.65 per impound plus ($42.36 per day, $254.16 per impound plus days {no per capita) $0.58 per capita) $0.60 per capita) Unit # • • Rate Type Units Cost Rate UnitTvpe Units Cost Rate UnitTvpe Units Cost WA $ -$ 0.58 Per Capita 107,645 $ 62,434 $ 0.60 Per Capita 107,645 $ 64,587 $ 32.79 Days 5,762 $ 188,936 $ 205.65 Per Impound 1,715 $ 352,690 $ 254.16 Per Impound 1,715 $ 435,884 $ 13.49 Days 252 $ 3,399 included Per Impound 141 $ -included Per Impound 141 $ - $ 32.79 Days 214 $ 7,017 $ 41.13 Per Day 214 $ 8,802 $ 42.36 Per Day 214 $ 9,065 S 15.69 Each 615 $ 9,649 included Each 615 $ -included Each 615 $ - Varies Each 69 $ 4,810 Varies Each 69 $ 4,810 Varies Each 69 $ 4 810 Estimated City Shelter Cost $ 213,811 Estimated City Shelter Cost $ 428,736 Estimated City Shelter Cost $ 514,346 County Impound Cost $ 693,345 County Impound Cost $ 714,147 County Impound Cost $ 735,573 Subsidized Amount $ 497,392 Subsidized Amount $ 352,655 Subsidized Amount $ 290,624 $ 98.62 Hours 2,192 $ 216,150 $ 102.11 Hours 2,192 $ 223,800 $ 105.17 Hours 2,192 $ 230,506 $ 69.03 Hours -$ -$ 71.10 Hours -$ -$ 73.23 Hours -$ - $ 216,150 $ 223,800 $ 230,506 $ 3.25 Each 5,351 $ 17,391 $ 3.35 Each 5,351 $ 17926 $ 3.45 Each 5,351 $ 18.461 $ 17,391 $ 17,926 $ 18,461 $ (19,566) $ (18,588) $ (18,588) $ (161,991 $ (161,991 $ (161,991 $ (181,557) $ (180,578) S (180,578) Is 265,795 Is 489,884 1, 582,735 FY2020-21 (Year3) Estimated Costs Flat Rate Based on 7 days ($43.63 per day, $305.41 per impound plus $0.62 per capita) • Rate Unit Type Units Cost $ D.62 Per Capita 107,645 $ 66,740 $ 305.41 Per Impound 1,715 $ 523,778 included Per Impound 141 $ $ 43.63 Per Day 214 $ 9,337 included Each 615 $ - Varies Each 69 $ 4,810 Estimated City Shelter Cost $ 604,665 County Impound Cost $ 757,643 Subsidized Amount $ 224,528 $ 108.33 Hours 2,192 $ 237,432 $ 75.43 Hours -$ $ 237,432' $ 3.55 Each 5,351 $ 18,996 $ 18,996: $ (16,588)1 $ (161,991' $ (180,578) 1, 680,515 Note: Public Services Cost is based on population provided by CEO Office of Unincorporated Area Servicers (Southern Callfomia Association of Gov. Proposed Membership Assessment Schedule for FY 201&.17). Population will be updated annually. • Thts ts an ESTIMATE only, based on FY 2016-17 impound data and FY 2017-18 billing rates. Actual costs and subsidization will vary based on actual usage/services. City will be responsible for full costs. Page 1 Prepared by CMD 02/08/18 V1 ~·-.-------. > --3 --3 > ("') ;:i:: ~ r-,j z .., z 9 w AGENDA ITEM NO. 16 AGENDA STAFF REPORT DATE: TO: FROM: City of West Covina I Office of the City Manager October 16, 2018 Mayor and City Council Chris Freeland City Manager SUBJECT: WEST COVINA COMMUNITY SERVICES FOUNDATION FISCAL YEAR 2017-18 ANNUAL REPORT RECOMMENDATION: It is recommended that the City Council acting as the West Covina Community Services Foundation Board of Directors provide staff direction regarding use of current fund balances in the West Covina Community Services Foundation. BACKGROUND: On February 1, 2005, the City of West Covina authorized the formation of the West Covina Community Services Foundation (Foundation), a California Public Benefit Corporation. According to the by-laws (Attachment No. 1), the Foundation was organized for charitable purposes to "provide services beneficial to the public interest by seeking to offer, improve, or expand services that enhance the quality of life for residents." The Foundation does this by receiving gifts of funds from donors for specific purposes (i.e. 4111 of July Celebration, Summer Concerts, etc.). In addition, funds are raised to provide new recreational opportunities, increase public safety services, preservation of City equipment and facilities, and the pursuit of other benefits of public interest. The formation of the Foundation also allows the City to be more competitive when seeking grant funding to help provide such services. The Foundation's Board of Directors consists of the West Covina City Council, with the Mayor as the Chairperson of the Board and the Mayor Pro Tern as the Vice Chairperson of the Board. Due to a conflict of interest, Councilmember James Toma was replaced on the Foundation Board by Community & Senior Services Commissioner Phil Kaufman. At the September 13, 2016 Community & Senior Services Commission Meeting, the Commission unanimously voted to recommend Commissioner Kaufman to be on the Foundation Board to serve for then Mayor James Toma. The City Manager serves as the Corporation's President, City Clerk as the Secretary, and Finance Director as the Chief Financial Officer. West Covina Community Services Foundation Fiscal Year 2017-18 Annual Repott Page 2 of 3 -October 16, 20 18 The Foundation received its Internal Revenue Service tax deductible 50l(c)3 status on June 16, 2006 (Tax ID# 43-2085596). The Foundation is current with its tax filings and its non- profit status with the California State Attorney General's Office. DISCUSSION: The Community Services Foundation is to meet annually to adopt the annual report and reorganize the Board of Directors as necessary. To remain compliant with the by-laws, City staff is presenting this report to adopt the annual repmt at this time with no changes to the organization. Annual Repmt The Finance Depmtment is responsible for monitoring and preparing the Foundation's Annual Repo1t. While the funds are listed in the City's Adopted Budget each year, the Foundation by- laws still require a report to the Board of Directors on an annual basis, within one hundred and twenty (120) days from the end of the Fiscal Year (June 30). Attached to this report is a Balance Sheet and Statement of Revenues, Expenditures and Changes in Fund Balance for the Foundation for Fiscal Year 2017-18. (Attachment No. 2). The repmt shows that a cumulative total of $69,546 in revenues were collected and $59,728 in funds were expended. As of June 30, 2018, the Foundation has a fund balance of $139,646. Revenues have been collected in a variety of ways. In the past, Athens Services was contractually required to provide funding to offset the costs for City events and the Police Depmtment's SWAT Team, however these funds now go into the General Fund as part of the adoption of the Fiscal Year (FY) 2017-18 budget. Additional funds come from businesses and residents wanting to donate for a special cause or program (i.e. Veterans Memorial, Police Wall of Honor, Fire Explorer Program, Youth Council, Galster Park Nature Center, Senior Services, National Night Out at Shadow Oak, etc.). Funds raised at community events are also set aside in the Foundation to offset the costs to offer those individual programs (i.e. sponsorships at Summer Conceits, Movies in the Park, Pumpkin Run, etc.). Donated funds are utilized for the projects and programs identified prior to any City General Fund dollars being utilized. Without these donations, many of these programs and events may not have happened, because of the impact to the City's General Fund. For FY 2018-19, the City Council adopted a budget that does not include funding City special events, so any events moving forward for the current fiscal year would have to be suppmted by fund balance or a reallocation of funds within the Foundation. City staff is recommending that the City Council leave funds in the following accounts to be used by Depmtments based on donations being submitted for specific purposes. This includes: • Fire Explorer Program • WC PD Memorial • "Wall of Honor" inside the Police Depmtment • Youth Council • Walk of Fame (Big League Dreams) • W.C. Memorial Wall (Veterans Memorial) • National Night Out (Shadow Oak community sponsored event) West Covina Community Services Foundation Fiscal Year 20 l 7-l 8 Annual Report Page 3 of 3 -October 16, 2018 • Summer Concert • Galster Park Nature Center • Cameron Community Center • Shadow Oak Community Center • Senior Center City staff recommends funds from the Community Services Miscellaneous Supplies be utilized for Veterans Day and Memorial Day ceremonies in FY 2018-19 at a cost of approximately $1 ,000. In addition, staff also recommends the use of $4,000 to fund overtime for police personnel to represent the West Covina Police Department at the Red Ribbon Rally at West Covina High School on October 24111• Members of SWAT and the K-9 team will be at the event to provide demonstrations. There is approximately $2,500 in that miscellaneous account for sports council from past fines that are used for capital improvements for youth sports facilities. Staff estimates that there is $2,400 available for reprogramming at the direction of the City Council. Attached is also a list of special events and associated costs if the City Council chooses to use funds for FY 2018-19 (Attachment No. 3). In addition, a new program of "Naming City Streets" is being recommended to be added to the Foundation as a line item for developers who wish to contribute. Future developers would be asked if they want to donate a newly developed City street for a charitable auction, and proceeds would go to support community events. FISCAL IMP ACT: Use of Foundation funds save the General Fund for ce1tain recreational operations and programs offered by the City. Use of some funds can be used to pay for programs and projects not budgeted for in FY 2018-19. Prepared by: viAJMJ /1rwutlA'vt . Nikole Bresciani Assistant City Manager/ Community Services Director ATTACHMENTS: Reviewed and Approved by: Marcie Medina Finance Director Attachment No. 1 -West Covina Community Services Foundation Bylaws Attachment No. 2-West Covina Community Services Foundation Balance Sheet, Statement of Revenues, Expenditures and Changes in Fund Balance Attachment No. 3 -List of Special Events and Associated Costs BYLAWS OF ATTACHMENT NO. 1 West Covina Community Services Foundation, Incorporated A CALIFORNIA PUBLIC BENEFIT CORPORATION ARTICLE 1 NAME The name of this corporation is "West Covina Community Services Foundation, Incorporated." ARTICLE 2 OFFICES SECTION 1, PRINCIPAL OFFICE The principal office of the Corporation for the transaction of its business is West Covina City Hall, 1441 West Garvey Avenue, West Covina, 91790 located in Los Angeles County, California. SECTION 2. OTHER OFFICES The Corporation may also have subordinate offices at such other places, with.in the city of West Covina, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate. ARTICLE 3 PURPOSES SECTION 1. OBJECTIVES-AND PURPOSES This Corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code. The primary objectives and purposes of this Corporation sh.all be: (1) Tb provide. services beneficial to the public interest by seeking to offer, improve, or expand service$ that enhance the quality .of life for residents including, but not limjted to: a. Recreational opportunities for residents, i.e.; hiking, walking, and equestrian trails, aquatics, sports, parks and open space, classes, etc.; b. Public safety services, i.e., police and fire services to residents; c. Social services, i.e., nutritious meals for seniors and youth, case management, counseling, etc., for residents; and d. Building and improving City facilities and infrastructure. (2) Preservation of buildings, structures, documents, etc., of historical significance to the community. (3) To qualify and be more competitive when seeking to acquire grant funding to help provide such services to residents and in this way mitigate the financial impact to the City government. (4) To receive gifts of funds for specific purposes. (5) To pursue any other opportunities available that would benefit the public interest. ARTICLE4 DIRECTORS SECTION 1. NUMBER The Corporation shall have five (5) directors and collectively they shall be known as the Board of Directors. The Board of Directors shall consist of the members of the West Covina City Council. The number and requirement that the Directo-rs be City Councllmembers may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws. SECTION 2. POWERS Subject to the _provisions of the California Nonprofit. Public Benefit Corporation law ~nd any limitations ln the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. Unless otherwise provided pursuant to amendment of these bylaws, voting rights in tliis Corporation shall remain vested solely in the Board of Directors. 2 SECTION 3. DUTIES It shall be the duty of the Directors to: ( 1) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws: (2) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties, of all officers, agents and employees of the Corporation; (3) Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly; (4) Meet at such times and places as required by these Bylaws; (5) Register their addresses with the Secretary of the Corporation and notices qf meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. SECTION 4. DESIGNATION OF CHAIRPERSON AND VICE CHAIRPERSON. The M~yor shall serve ~s the Chairperson of the Board dLJring his or her term as Mayor, or until he or she resigns or is otherwise disqualified to serve, whichever occurs first. However, should the Mayor wish that another Board Member replace hlm or her the as Chairperson, then the Board shall elect another Board Member as the Chairperson. The Mayor Pro-Tern shall serve as the Vice Chairperson of th.e Board during his or her term as Mayor Pro-Tern, or until he or she resigns or is otherwise disqualified to serve, whk;hever occurs first. However, should the Mayor Pro-Tern wish that another Board Member replace him or her the as Vice Chairperson, then the Board shall elect anot.her Board Member as Vice Chairperson. At no time shall the same person serve concurrently as Chairperson and the Vice Chairperson of the Board. SECTION 5. DUTIES OF CHAIRPERSON OF THE BOARD The Chairperson .shall supervise and manage/direct the affairs of the Corporation. He or she shall perform all duties inddent to hi~ or her position as Chairperson and such other duties as may be required by law; by the Articles of Incorporation or the Bylaws, or which may be prescribed from time to time by the Board of Directors. The Chairperson shall preside at all meetings of the Board. Except as otherwise exp·ressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she. shall, in the name of the Corporation, ex~cllte such 3 deeds, mortgc:tges, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors. SECTION 6. DUTl!::S OF VICE CHAIRPERSON OF THE BOARD In the absence of the Chairperson, or in the event of his or her inability to or refusal to act, the Vice Chairperson shall perform all the duties of the . Chairperson and when so acting shall have all the powers of, and be subject to all the restrictions of the Chairperson. The Vice Chairperson shall have other powers and perform such other duties as may be prescribed by law; bY the Articles of Incorporation, or by these bylaws, or as may be prescribed by the Board of Directors. SECTION 7. TERMS OF OFFICE The term of office for each Director shall run concurrently with his or her term of office on the City Council. SECTION 8. PLACE OF MEETINGS Meeting$·shall be held ·at-the -principal officed the ·Corporation unless-otherwise -··· provi9ed in these Bylaws or at such place within the City of West Covina, which has been designated from time to time by resolution of the Board of Directors. SECTION 9. REGULAR AND ANNUAL MEETINGS Regular meetings of the Board of Directors shall be held, as needed, on the first and/or third Tuesday of each month at 7:00 PM, to coincide with City Council Meetings. The annual meeting of the Board of Directors shall coincide with the annu~I meeting at which the City Council adopts the fiscal year budget. SECTION 10. SPECIAL MEETINGS Special meetings of the Boan;l of Directors may be called by the Chairperson of the Board of Directors, or by any two Directors, and such meetings shall be held at the place, with.in the City of West Covina, designated by the person or persons calling the meeting, ahd in the a.bsence of such designation, c:tt the principal office of the Corporation. SECTION 11. NOTICE OF MEETINGS Noticing qf all meetings shall be done in compli~nce with Govt. Codes 54954.2 and 54956 (Brown Act). Regular meetings shall be noticed at least seventy-two 4 (72) hours in advance of the meeting, Special meetings shall be noticed at least twenty-four (24) hours in advance of the meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting. SECTION 12. QUORUM FOR MEETINGS A quorum shall consist of three (3) Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the Board of Directors at any meeting at which a quorum, as defined above, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least .a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this Corporation. SECTION 13, MAJORITY ACTION AS BOARD ACTION Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is-present is the act of the Board of Directors, unless the Articles of Incorporation or Byl~ws of this Corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial intt3rest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board. SECTION 14. CONDUCT OF MEETINGS Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the Vice Chairperson or, in his or her absence, by the Director chosen a majority of the Directors present at the meetlng. The Secretary of the Corporation shall act as SecretarY of all meetin9s of the Board of Directors, 5 provided that, in his or her absence, the presiding officer shali appoint another person to act as Secretary of the Meeting. The provisions of the Brown Act (Gov. Code §54950 et seq.) shall apply to the conduct of meetings of the Corporation. Meetings shall be governed by Roberts's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with provisions of law. SECTION 15. NON-LIABILITY OF DIRECTORS The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. SECTION 16. INSURANCE FOR CORPORATE AGENTS Members of the Board of Directors and Officers of the Corporation are insured under the City's umbrella insurance policy for liability caused or incurred while acting within the scope of their duties as Members of the Board of Directors and/or Officers of the Corporation. SECTION 17. PREMATURE VACANCIES ON BOARD Whenever there is a vacancy in the office of one of the at-large directors whether by reason of death, resignation, removal, disqualification or otherwise, the vacancy shall be temporarily filled by the Community Services Director until the vacancy is filled by majority vote of the remaining board members. ARTICLE 5 OFFICERS SECTION 1. NUMBER OF OFFICERS The 9fficers of the Corporation shall be a President, Secretary and Chief Finandal Officer. The City Manager shall serve as President, the City Clerk shall serve as the Secretary and the Finance Director shall serve as the Chief Financial Officer. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President; Chairperson or Vice Chairperson of the Board. 6 SECTION 2. QUALIFICATION AND TERM OF OFFICE The City Manager, City Clerk and Finance Director shall serve as President, Secretary and Chief Financial Officer, respectively, until he or she resigns or is removed by ·a majority vote of the Board of Directors, or is otherwise disqualified to serve, whichever occurs first. SECTION 3. SUBORDINATE OFFICERS The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. SECTION 4. VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer·shall be filled by the Board of Directors in accordance with these Bylaws and applicable law, SECTION 5. DUTIES OF PRESIDENT The Presldent shall be the administrative head of the Corporation and its affairs and he/she shall operate under the direction and control of the Board of Directors except as otherwise provided by law; by the Articles of Incorporation, or by these Bylaws. He/she shall be responsible for the efficient administration of all the affairs of the Corporation which are under his/her control. He/she shall prescribe such administrative rules and procedures as he may deem proper or necessary for the general conduct and operation of the Corporation's affairs under his control. He/she shall perform any and all duties imposed on him/her by law; by the Articles of Incorporation, by these Bylaws or by the Board. Upon the request and authorization of the Board, the President may enter into any contract, or execute and deliver any instrument, in the name of and on behalf of, the Corporation. The President ~hall supervise all agents of the Corporation to assure that their duties are performed properly. He/she shall meet at such Um.es and places as required by these bylaws. It shall be the duty of the President to reGommend fo the Board the adoplion of measures he/she deems necessary for the efficient operation of the Corporation. Unless provided forin SECtlON 6. DUTIES OF SECRETARY The Secretary shall: 7 (1) Certify and keep at the principal office bf the Corporation the original, or a copy of these Bylaws as amended or otherwise altered to date. (2) Keep at the principal office of the Corporation or at such other plc1ce as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. (3) See that al.I notices are duly given in accordance with the provisions of these Bylaws or as required by law. (4) Be custodian of the records and of the seal of the Corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its seal is authorized by law or these Bylaws. (5) Keep at the principal office of the Corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. (6) Exhibit at all reasonc1ble times to any director of the Corporation, or to his or her agent or attorney, on reques, therefore, the Bylaws, the membership book, and the minutes of .the proceedings of the directors of the Corporation. (7) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors SECTION 7. DUTIES OF CHIEF FINANCIAL OFFICER Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and F~nds,11 the Chi~f Financial Officer shall: (1) Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation ln such banks, trust companies, or other depositories as shall be selected by the Board of Directors. 8 (2) Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever. (3) Disburse, or cause t9 be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouct,ers for such disbursements. (4) Keep and maintain adequate and correct acqounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, d_isbursements, gains and losses. (5) Exhibit at all reasonabl_e times the books of account and financial records to any director of the Corporation, or to his or her agent or attorney, upon request (6) Render to the Board of Directors, whenever requested, an account of any or all of his or her transactions as Chief Financial Officer and of the financial condition of the Corporation. (7) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included ·in any required reports. (8) In general, perform all duties incident to the office of Chief Financial Officer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Boan:j of Directors. ARTICLE 6 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize cmy officer or agent of the Corporc;1tion to ~nter into ar-,y contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. SECTION 2. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, 9 orders for the payment of money, and other evi.dence of indebtedness of the Corporation shall be signed by the Chief Financial Officer and countersigned by the Chairperson of the Board of Directors. SECTION 3. DEPOSITS All funds of the Corporation shall be deposited from time to time to the credit of the corporation i.n such banks, trust companies, or other depositqries as the Board of Directors may select. · SECTION 4. GIFTS The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation. Limitations on gifts to individual Directors shall comply with the Political Reform Act and the Fair Political Practices Commission. ARTICLE 7 CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MAINTENANCE OF CORPORATE RECORDS The Corporation shall keep at its principal office in the State of California: (1) Minutes of all meetings of directors, committees of the board and , indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (2) Adequate and correct books and records of account, including accounts of its properties ~nd business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; (3YA copy of the corporation's Articies of lric6rporat1on and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the Corporation at all reasonable times during office hours. SECTION 2. CORPORATE sgAL The Board of Directors may adopt, use, and at will alter, a corporpte seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instrtJments, however, shall not affect the validity of any such instn,.im~nl. 10 SECTION 3. DIRECTORS' INSPECTION RIGHTS Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physicc:il properties of the Corporation. SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts. SECTION 5. ANNUAL REPORT The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Corporation's fiscal year to all directors of the. Corporation and, if this Corporation has members, to any member who requests it in writing, said report shall contain the following information in appropriate detail: (1) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year; (2) The principal changes in assets and liabilities, including trust funds, during the fiscal year; (3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year; (4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year; The annual report shall be accompanied by any report thereon of independent accountaf)ts, or, 'if th~re is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the corporation. ARTICLE 8 FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal y~ar of the Corporation shall begin on July 1 and end on the June 30 in each year. 11 ARTICLE 9 AMENDMENT OF BYLAWS SECTION 1. AMENDMENT Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows: (1) Subject to the power of members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this Corporation has admitted any members, then a Bylaw specifying or changing the fixed number of directors of the Corporation, the maximum. or minimum number of directors, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (2) of this Section; or (2) By approval Qf the members, if any, of this Corporation. ARTICLE 10 AMENDMENT OF ARTICLES SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF Ml:MBERS Before any members have been admitted to the Corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors. · · SECTION 2. AMENDMENT OF ARTiCLES AFTER ADMISSION OF MEMBERS After members, if any, have been admitted to the Corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors· and by the approval of the members of this Corporation. SECTION 3. CERTAIN AMENDMENTS Notwithstanding the above sections cif this Article, this Corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of In.corporation of the names and addresses of the first directors of this Corporation, nor the name and address of its initial agent. except to 12 correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 621 o of the California Nonprofit Corporation Law. ARTICLE 11 MEMBERS SECTION 1. DETERMINATION OF MEMBERS If this Corporation makes no provision for members, then, pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this Corporation, require approval by c:1 majority of all members or approval by the members, shall only require the approval of the Board of Directors. 13 WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS We, the undersigned, are all of the persons named as the initial Directors in the Articles of Incorporation of the West Covina Community Services Foundation, Incorporated, a California Nonprofit Public Benefit Corporation, and, pursuant to the authority granted to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt . the foregoing Bylaws, consisting of fourteen (14) pages, as the Bylaws of this Corporation. · Dated: '-f / ( Cl. /('-( ( I CERTIFICATE This is to certify that the foregoing is a true and correct copy bf the Bylaws of the corporation named in the title thereto and that such Bylaws were duly f!dopted by the Board of Directors of said Corporation on the date set forth below. Dated: Y}, Of /, Le ( ~~-RsaliaConde, Secretary 14 West Covina Community Services Foundation, Inc. Cash Balance Sheet June 30, 2018 Accounts Receivable Interest Receivable Total Assets Accounts Payable Fund Balance Total Liabilities and Fund Balance $ 122,357 22,675 37 $ 145,069 $ 5,423 139,646 $ 1451069 ATTACHMENT NO. 2 West Covina Community Services Foundation, Inc. Statement of Revenues, Expenditures and Changes in Fund Balance For the year ended June 30, 2018 Revenues Interest $ 1,043 Charges for Services 27,807 Other Revenues 40,696 Total Revenues 69,546 Expenditures FN -Taxes filings 75 FR -Explorer Program 3,115 PD -Red Ribbon Rally 3,325 PD -Misc, WC PD Memorial 550 PD -Wall of Honor 68 CS -Youth Council 988 CS -Misc supplies, plaques, etc. 15,823 CS -Walk of Fame 2,129 CS -National Night Out 1,310 CS -Summer Concerts 5,170 CS -July 4th Celebration 2,024 CS -Galster Park Nature Center 7,685 CS -Cameron Community Ctr -Supplies, etc. 6,241 CS -Senior Center -Supplies, etc. 11,225 Total Expenditures 59,728 Net Change in Fund Balance 9,818 Fund Balance -Beginning of Year 129,828 Fund Balance -End of Year $ 1391646 Staff Cost Site Coordinator Sum~ly Cost Staff Cost Rec. Leader Supply Cost # 2 # 5 Special Event Expenditures and Revenue ATTACHMENT NO. 3 Special Events Hours 4 Hours 5 MLKJr Day Days 1 Days 1 Total Hours Rate 8 X $15.00 Personnel Total: Total Hours 25 Total: Rate X $13.00 Personnel Total: I Total $120.00 $120.00 $120.00 Total $325.00 $325.00 $750.00 Printing, Pins and Memorial Wreath & Refreshments Total: $1,075.00 Staff Cost Site Coordinator Rec. Leader Supply Cost # 1 1 Hours 4 4 Licensing {Plaza is sponsoring licensing costs) Weeks 4 4 Total Hours 24 24 Rate X $15.00 X $13.00 Personnel Total: Total: Summer Concerts Staff Cost # Hours Days Total Hours Rate Site Coordinator 1 4 6 24 X $15.00 Rec. Leader 2 4 6 48 X $13.00 Personnel Total: Supply Cost Cost of bands, sound, etc. Revenue from Vendors Revenue from LA County Arts Grant Total: Pumpkin Run/Health Fitness Expo Staff Cost # Hours Days Total Hours Rate Site Coordinator 3 8 1 24 X $15.00 Rec. Leader 6 8 1 48 X $13.00 Personnel Total: Supply Cost Bounce House, DJ, etc. Total: Total $360.00 $312.00 $672.00 $0.00 $672.00 Total $360.00 $624.00 $984.00 $19,000.00 ($876.00) ($1 ,500.00) I $16,624.00 Total $360.00 $624.00 $984.00 $1 ,500.00 I $2,484.00 Special Event Expenditures and Revenue ATTACHMENT NO. 3 Staff Cost # Hours Days Total Hours Rate Total Site Coordinator 1 6 1 6 X $15.00 $90.00 Rec. Leader 4 6 1 24 X $13.00 $312.00 Police Personnel 8 $4,253.63 Personnel Total: $4,655.63 Su~~ly: Cost Total: $4,655.63 Staff Cost # Hours Days Total Hours Rate Total Rec. Leader 5 5 1 25 X $13.00 $325.00 Personnel Total: $325.00 Su~~l!i Cost $500.00 Pins & Refreshments Total: $825.00 Special Events Total $26,455.63 AGENDA ITEM NO. 17 AGENDA STAFF REPORT DATE: TO: FROM: City of West Covina J Office of the City Manager October 16, 2018 Mayor and City Council Chris Freeland City Manager SUBJECT: REQUEST FROM MAYOR PRO TEM TONY WU FOR CITY COUNCIL TO DISCUSS ESTABLISHING A SISTER-CITY RELATIONSHIP WITH HARBIN, CHINA RECOMMENDATION: It is recommended that the City Council discuss establishing a sister-city relationship with Harbin, China and provide direction accordingly. BACKGROUND: Mayor Pro Tern Tony Wu requested that this item be agendized for discussion. Over the years, the City of West Covina has received requests from various international communities wanting to establish a sister-city relationship. The City Council currently has active sister-city relationships with Ohtawara, Japan, and Beijing Fengtai, China. In 2004, the City Council approved a sister-city relationship with Kurobane, Japan, to continue the successful student and teacher exchange program; promote the sharing of culture and ideas; aud the possible future development of a civic group or business exchange program. The East San Gabriel Valley Japanese Community Center has been a partner in promoting and maintaining this relationship. In 2007, the City of Kurobane merged with the City of Ohtawara and agreed to maintain the relationship with the City of West Covina, which is very successful. In September 2016, the City Council approved sending an invitation to the Mayor ofNantou City, Taiwan, to visit West Covina with the intent to establish a sister-city relationship between the two Cities. While City staff reached out to Nantou City, Taiwan, a sister-city relationship has not yet become official. In late 2017, Beijing Fengtai District, China, expressed an interest in developing a sister-city relationship with the City of West Covina in late 2017. Subsequently, a Sister-City Agreement was signed on November 9, 2017, when representatives from Beijing Fengtai visited West Covina. Sister City Request -Harbin, China Page 2 of2-0ctober 16, 2018 Additionally, the West Covina Chinese American Association (WCCAA) agreed to provide support for the sister-city relationship by coordinating student and cultural exchange programs between the two Cities. This past summer, students from Beijing Fengtai spent a week visiting West Covina and Southern California. In February of this year, the City Council approved Fushun, China, as a "Friendship City" with the City of West Covina. Fushun is part of the Liaoning Province in China. A delegation from Fushun visited West Covina on October 11, 2018. DISCUSSION: Harbin, China has now expressed an interest in developing a sister-city relationship with the City of West Covina. A delegation from Harbin, China, including their Vice Mayor, visited West Covina on September 10, 2018. During their visit, the delegation from Harbin executed a Letter oflnterest in developing a sister-city relationship with West Covina. Harbin is the capital of Heilongjiang Province, and the largest city in the northeastern region of China. Harbin is the eighth most populous Chinese City, with a population of 10,635,971 residents. Harbin serves as a key political, economic, scientific, cultural, and communications hub in Northeast China, as well as an important industrial base of the nation. Founded in 1898, with the coming of the Chinese Eastern Railway, Harbin first prospered as a region inhabited by an overwhelming majority of the immigrants from the Russian Empire. Having the most bitterly cold winters among major Chinese cities, Harbin is heralded as the Ice City for its well-known winter tourism and recreations, including their world-renowned ice sculpture festival in the winter. The City was voted "China Top Tourist City" by the China National Tourism Administration in 2004, and "City of Music" by the United Nations in 2010. OPTIONS: The City Council has the following options: 1. Instruct staff to notify Harbin, China, that the City of West Covina has agreed to become a sister-city with Harbin; or 2. Provide alternative direction. FISCAL IMPACT: None. Prepared by co~ Clu·is Freeland City Manager