09-15-2020 - AGENDA ITEM 10 CONSIDERATION OF MEMORANDUM OF AGREEMENT WITH SAN GABRIEL VALLEY COUNCIL OF GOVERNMENT FOR HOMELESS PROGRAMS12/1/2020
Print Staff Report
AGENDA ITEM NO. 10
DATE: September 15, 2020
TO: Mayor and City Council
FROM: David Carmany
City Manager
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
SUBJECT: CONSIDERATION OF MEMORANDUM OF AGREEMENT WITH SAN GABRIEL
VALLEY COUNCIL OF GOVERNMENT FOR HOMELESS PROGRAMS
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City's participation in the San Gabriel Valley Council of Governments homelessness
programs;
2. Authorize the City Manager to negotiate and execute a Memorandum of Agreement between the City of
West Covina and the San Gabriel Valley Council of Governments, in a form approved by the City
Attorney;
3. Authorize the City Manager to negotiate and execute related documents; and
4. Adopt the following Resolution:
RESOLUTION NO.2020-98 — A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE
FISCAL YEAR COMMENCING JULY 1, 2020 AND ENDING JUNE 30, 2021 (COG)
BACKGROUND:
On February 20, 2020, the San Gabriel Valley Council of Governments (COG) Governing Board authorized a
funding allocation formula for funds received through the 2019 Budget Trailer bill ($5,625,000), and Measure
H funds through the County Board of Supervisors ($1,541,876), a total of $7,166,876, for programs that
demonstrate measurable assistance for those who are homeless or at risk of homelessness.
Programs to be funded through the State and Measure H (Innovation Funds) funding are shown in the Table 1
below:
TABLE 1 - COG HOMELESS PROGRAMS
State
Funds to be
Category
�Funds
Innovation
Total
Expended by
Funds($)
($)
P�]Capital)
Regional Housing Trust
�1,000,00]0
E350,000F350,000
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E. This Agreement shall be governed by California law and any applicable federal law
F. If any provision of this MOA is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless continue
in full force without being impaired or invalidated in any way.
G. The terms of this MOA shall inure to the benefit of, and shall be binding upon, each
of the Parties and their respective approved successors and assigns.
In witness whereof, the Parties enter into this MOA on the date of last execution by the
Parties.
1501411.1
FOR THE CITY OF WEST COVINA
By:
Dave Carmany
City Manager
Date:
APPROVED AS TO FORM
Thomas Duarte
City Attorney
FOR THE SAN GABRIEL VALLEY
COUNCIL OF GOVERNMENTS
By:
Marisa Creter
Executive Director
Date:
APPROVED AS TO FORM:
David DeBerry
General Counsel
1501411.1
EXHIBIT A
Scope of Work
Program: Homeless Plan Implementation
The City's Homeless Plan will be implemented in accordance with the tasks and deliverables listed
below.
Task 1
The City will participate in the Shared Housing Navigation Services program. The
SGVCOG has executed a contract with Union Station Homeless Services (USHS) for the
purposes of providing shared housing navigation services and housing vouchers for the
City. The City will participate in the Program by interfacing with the assigned housing
navigator, providing input and direction as needed, and providing support to the assigned
housing navigator. The City will also receive an allocation of housing vouchers that will
be used by the housing navigator to house homeless clients within the City.
Deliverables
• None
Basis of Billing: None
• The SGVCOG will retain $52,000 of the City's Homeless Plan Implementation funding
for the purposes of the Shared Housing Navigation Services contract and additional
vouchers to be used by the Housing Navigator. The City will receive monthly reports on
the services provided and clients assisted.
Task
Complete 5 homeless encampment clean-ups. Expenses include trash and waste removal,
hazardous waste removal, and property repair and/or replacement, including locks and
chain -link fence.
Deliverables
• Event summary report, including before and after photographs, for 5 encampment clean-
ups, in the format provided by the SGVCOG
Basis of Billing: Deliverables
Invoice Backup:
o Event Summary Reports
Task 3
• The Homeless Outreach and Park Enforcement (H.O.P.E) team will primarily deploy on
dual sport zero -emission motorcycles working in conjunction with the City's Mental
Evaluation Team (MET), Homeless Assistance Liaison Officer Program (HALO), Code
Enforcement, Public Services, Community Development, and our patrol resources. The
H.O.P.E. team will provide consistent response effort to assist the homeless population
with available resources and will make referrals to housing navigation services and other
resources.
Deliverables
• Quarterly report summarizing individuals served, services provided, and referrals made,
in the format provided by the SGVCOG
Basis of Billing: Deliverables
Invoice Backup:
o Quarterly Reports
o Staff time/budget supporting documentation
A quarterly report, in the format provided by the SGVCOG, must be submitted with each invoice
documenting each task, as indicated in the tasks above, any challenges experienced, and upcoming
work.
Invoices must include required back-up, including but not limited to deliverables completed,
invoices, receipts, and other documents showing how the funds being requested for reimbursement
were spent.
Projects must be completed by May 31, 2022.
Program: Prevention, Diversion, and Rapid Rehousing
Task 1: Implement a prevention, diversion, and rapid rehousing program that incorporates
problem -solving conversations with clients in order to develop an approach towards preventing
clients from falling into homelessness or minimizing the amount of rime from which clients are
facing homelessness. The Program will be implemented in accordance with the City's submitted
application, included as Exhibit C.
Eligible activities include but are not limited to the following:
• Housing relocation and stabilization;
• Emergency, short-term, or medium -term rental assistance;
• Rental application fees;
• Security deposits;
• Utility deposits & payments;
• Moving costs;
• Housing search and placement;
• Housing stability case management;
• Mediation;
• Tenant legal services;
• Credit repair.
Other activities should be discussed with the SGVCOG prior to using funding.
Program implementers and administrators must have completed an approved problem -solving
training (e.g. SGVCOG Problem -Solving; LAHSA Problem -Solving Training).
Deliverables:
• Prevention, Diversion, and Rapid Rehousing Report Forms for each client served and
outcomes after intervention, in the format provided by the SGVCOG
• Final report at the end of the program documenting number of clients served and outcomes
after intervention, in the format provided by the SGVCOG
Basis of Billing: Materials Reimbursement
Invoice Backup: Invoices, receipts, etc. documenting how funding was used
EXHIBIT B
Budget/Schedule
Table 1. Budget
Homeless Plan Implementation
Staff
Task Description Hrs Rate Total
Task 2 Encampment clean-ups
Task 3 Law enforcement outreach $50,000.00
Prevention, Diversion, and Rapid Rehousing Program
Task 1 Program Implementation
Not to Exceed Cost
Direct Costs Unit Cost # of Units Total
Completion
$ 5,000.00 5 $ 25,000.00
5/31/2022
$ 50,000.00
5/31/2022
Homeless Plan Implementation Total $ 75,000.00
$138,000.00 Prevention/Diversion Total $ 138,000.00
$ 15,000.00
6/15/2021
$ 123,000.00
6/15/2022
Contract Total $ 213,000.00
Program: Homeless Plan Implementation
The City shall receive a maximum of $75,000 for implementation of the City's Homeless Plan.
Funding shall be disbursed on a reimbursement basis and in accordance with Table 1. The City
shall allocate $52,000 to the SGVCOG's Shared Housing Navigation Services contract and receive
services equal to the following:
Housing Navigation Services Housing Vouchers Total
$28,000 $24,000 $52,000
Reports and invoices must be submitted quarterly by the first Monday of the month by the
following dates:
020
2021
2022
• October 5, 2020
• January 4, 2021
• January 3, 2022
• Aril 5, 2021
• Aril 4, 2022
• July 5, 2021
• October 4, 2021
A final report and the final invoice must be submitted by June 15, 2022.
Program: Prevention, Diversion, and Rapid Rehousing
The City shall receive a maximum of $138,000 for implementation of the Prevention, Diversion,
and Rapid Rehousing. $123,000 of these funds is derived from the City's Homeless Plan
Implementation allocation. Funding shall be disbursed on a reimbursement basis and in accordance
with Table 1.
Reports and invoices must be submitted quarterly by the first Monday of the month on the
following dates:
020
2021
2022
• October 5, 2020
• January 4, 2021
• January 3, 2022
• Aril 5, 2021
• Aril 4, 2022
• July 5, 2021
• October 4, 2021
$15,000 of these funds must be expended by June 15, 2021. The remaining $123,000 must be
expended by June 15, 2022. The final report is due by June 15, 2022.
ATTACHMENT NO. 2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, ADOPTING A BUDGET
AMENDMENT FOR THE FISCAL YEAR COMMENCING
JULY 1, 2020 AND ENDING JUNE 30, 2021(COG)
WHEREAS, the City Manager, on or about June 23, 2020, submitted to the City Council
a proposed budget for the appropriation and expenditure of funds for the City for West Covina for
Fiscal Year 2020-21; and
WHEREAS, following duly given notice and prior to budget adoption, the City Council
held public meetings, considered and evaluated all comrnents, and adopted a budget for the fiscal
year commencing July 1, 2020 and ending June 30, 2021; and
WHEREAS, amendments must periodically be made to the budget to conform to changed
circumstances following adoption of the budget; and
WHEREAS, in response to a grant proposal, the San Gabriel Valley Council of
Governments awarded the City of West Covina $265,000 in County Measure H funding and State
fimding, with up to $213,000 reimbursable, for programs that assist those who are homeless or at -
risk of homelessness.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA,
CALIFORNIA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council hereby approves the Budget Amendment attached hereto
as Exhibit A, related to the grant award from the San Gabriel Valley Council of Governments for
homeless programs for Fiscal Year 2020-21.
SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall enter
the same in the book of original resolutions and it shall become effective immediately.
APPROVED AND ADOPTED this 15th day of September, 2020.
Tony Wu
Mayor
APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick
City Attorney Assistant City Clerk
I, LISA SHERRICK, Assistant City Clerk of the City of West Covina, California, do
hereby certify that the foregoing Resolution No. 2020-98 was duly adopted by the City Council of
the City of West Covina, California, at a regular meeting thereof held on the 15th day of
September, 2020, by the following vote of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN:
Lisa Sherrick
Assistant City Clerk
ATTACHMENT NO. 2
ENMIT A
BUDGET AMENDMENT
f 2/l/2020
Print Staff Report
COG
Regional Housing Trust
200,000
200,000
(Operations)
u
Cities
Cities' Homeless Plans
(Implementation)
3,300,000
3,300,000
Cities
Cities' Homeless Plans
(Development)
100,000
1 OQ000
Landlord
COG
Education/Outreach and
400,000
❑�❑
400,000
Incentive Program
g
COG
Other Regional Work 11
350,000
350,000
Cities
Homelessness Prevention
and Diversion Programs
50,000
450,000
450,000
Cities
lPilot Programs
35,000
265,000
300,000
Redistributed
Master Leasing (See Note
100,000
250,000
350,000
COG
Administration
290,000
76,876
366,876
TOTAL
5,625,000
1,541,876
7,166,876
Note 1: June 18, 2020 COG Board action reallocated up to $310,000 from the Master Leasing Program to the
Pilot Programs Category, and reallocated the balance of the Master Leasing Program funds to the Regional
Coordination Program.
The COG established a procedure by which funding would be made available to the participating cites and
released applications for funding. The COG Governing Board authorized the Executive Director to execute
Memorandums of Agreements (MOA) with participating cities for the approved programs.
DISCUSSION:
West Covina is a participating city in the Landlord Education/Outreach and Incentive Program and Workforce
Development Pilot Program focused on transition -aged youth. Both of these programs will be administered by
the COG. The City has applied for and been awarded funding under two categories of the COG homeless
programs, as follows:
• $250,000 Homeless Plan Implementation Grant
• $15,000 Prevention/Diversion program
Cities Homeless Plan Implementation
Funding for the Implementation Program was distributed based on an allocation formula based on population.
West Covina's allocation is $250,000. Cities such as West Covina that completed a County -approved homeless
plan would be able to access their funding allocation with certain parameters:
• Submit application for funding for proposed activities named in the homeless plan or be connected to
activities included in the City's homeless plan.
• 10% limit on encampment clean-up hygiene efforts
• 20% limit on law enforcement activities
• Cities to submit quarterly reports and a final report describing activities and outcomes.
The City of West Covina applied for funding for four (4) programs to assist homeless persons, or those who
are at risk of being homeless, to be established under the Implementation Program
Implementation Program Projects:
$123,000 — Rapid Re -Housing
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Date:
Requested by:
Dept/Div:
EXPENDITURES
CITY OF WEST COVINA
BUDGET AMENDMENT
9/15/2020
Kelly McDonald
Public Services
BA * 012
Posted By:
Date Posted:
Fiscal Year: 2020-2021
Amount: $213,000.00
Description: Homeless Services - Grant
SGV COG
Account Number
Dept/Account Description
Current Budget
Proposed
Amendment
Amended Budget
240.61.2255.5111
Law Enforcement Outreach
50 000.00
50 000.00
240.61.2255.6120
Contractual Services
163 000.00
163 000.00
REVENUES
Account Number
Account Description
Current Budget
Proposed
Amendment
Amended Budget
240.61.4540
Grant
213 000.00
213 000.00
)N/JUSTIFICATION (Please be specific)
award received through SGV COG Measure H. Amount to be fully reimbursed.
APPROVALS
City Council Approval Date (if required, attach minutes):
Dept Head Approval:
Date:
Finance Director: Date:
Funds Available? o Yes No
❑ Approval Not Required
City Manager: Date:
(if over $100,000)
o Approved o Denied
12/1/2020 Print Staff Report
$52,000 — Shared Housing Navigator Program (Administered by COG)
$50,000 — West Covina PD for Bicycle Outreach Program
$25,000 — West Covina Public Services for Encampment Clean -Up Program
$250,000 — Total Application
Prevention and Diversion Program
Up to $15,000 is available to each city for this program. Staff will work with Union Station Homeless Services
to implement a prevention, diversion, and rapid rehousing program that incorporates problem -solving
conversations with clients in order to develop an approach towards preventing clients from falling into
homelessness or minimizing the amount of time from which clients are facing homelessness.
Eligible activities include but are not limited to the following:
• Housing relocation and stabilization;
• Emergency, short-term, or medium -term rental assistance;
• Rental application fees;
• Security deposits;
• Utility deposits & payments;
• Moving costs;
• Housing search and placement;
• Housing stability case management;
• Mediation;
• Tenant legal services;
• Credit repair.
Execution of the Memorandum of Agreement (Attachment No. 1) will allow the programs to proceed. The
Memorandum of Agreement will be signed through the DocuSign system.
LEGAL REVIEW:
The City Attorney's Office has reviewed the resolution and approved it as to form.
OPTIONS:
The City Council has the following options:
1. Approve the staff recommendation
2. Provide alternative direction.
Prepared by: Kelly McDonald, Public Services Manager
Fiscal Impact
FISCAL IMPACT:
The grant program is a reimbursement program. City funds will be expended and will be reimbursed by the
COG for qualifying expenditures. The City will be reimbursed up to a total of $213,000 from the COG as
described in Exhibit B in the MOA.
Attachments
Attachment No. 1 - MOA with COG for Homeless Programs
Attachment No. 2 - Resolution No. 2020-98
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f 2/1 /2020
Exhibit No. t - Budget Amendment
Print Staff Report
CITY Enhance the City Image and Effectiveness
COUNCIL Protect Public Safety
GOALS &
OBJECTIVES:
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ATTACHMENT NO.1
MEMORANDUM OF AGREEMENT
CITY HOMELESS PROGRAM MEMORANDUM OF AGREEMENT BETWEEN THE CITY
OF WEST COVINA AND THE SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
(SGVCOG)
This Memorandum of Agreement ("MOA") is by and between the City of West Covina (City) and
the San Gabriel Valley Council of Governments (SGVCOG) to be effective as of the date signed
by both Parties.
RECITALS:
A. The SGVCOG was established to have a unified voice to maximize resources and advocate for
regional and member interests to improve the quality of life in the San Gabriel Valley by the
member cities and other local governmental agencies;
B. The SGVCOG entered into a contract with the County of Los Angeles for the purposes of
administering Measure H funding allocations in support of the County's Homeless Initiative (HI)
strategies to combat homelessness in the San Gabriel Valley;
C. The SGVCOG received funding from the State of California via the 2019 Budget Trailer bill
for the purposes of combating homelessness in the San Gabriel Valley;
D. The SGVCOG allocated a portion of this funding towards the implementation of member cities'
previously -developed homeless plans, the development of programs to prevent homelessness, and
the implementation of pilot programs;
E. The SGVCOG also allocated a portion of this funding to a landlord outreach and incentive
program in which cities could opt to participate and executed a contract with Union Station
Homeless Services and S. Groner Associates to implement the program;
F. The SGVCOG procured shared housing navigation services and support in which cities could
opt to participate and executed a contract with Union Station Homeless Services to implement the
program;
G. The City seeks to develop homeless programs;
H. The City's homeless programs will support strategies and solutions to prevent and decrease
homelessness within the City, based on local concerns and priorities;
I. The City and the SGVCOG have a shared desire to successfully develop homeless programs, as
defined in the attached scope of work (Exhibit A), to combat homelessness in the San Gabriel
Valley;
J. The City opted to participate in the SGVCOG's shared housing navigation services;
K. The City opted to participate in the SGVCOG's landlord outreach, education, and incentive
program;
1501411.1
L. The City seeks to participate in workforce development pilot program focused on transition -
aged youth in coordination with the SGVCOG and the County of Los Angeles; and
M. The City and the SGVCOG desire to set forth the terms of their ongoing collaboration with
respect to this effort in this MOA.
NOW, THEREFORE, the Parties agree to the following:
L TERM:
The term of this MOA shall commence upon execution of the MOA by all Parties and shall
continue through the date upon which all eligible expenditures have been reimbursed. The term of
this MOA may be extended by mutual agreement of both Parties by way of an amendment to this
MOA.
II. RESPONSIBILTIES OF EACH OF THE PARTIES:
A. SGVCOG
1. Undertake procurement, execute, and manage consultant and service provider contracts
as necessary for regional homeless programs.
2. Review and pay properly submitted invoices for regional homeless programs and
eligible City homeless program activities.
3. Manage and administer contracts and pay invoices for the following regional programs
in which the City is participating:
a. Shared Housing Navigation Services;
b. Landlord Outreach and Incentive Program;
c. County Workforce Development Pilot Program.
4. Manage invoicing and reporting schedules and deadlines.
5. Review submitted deliverables and reports from the City and notify City as to any
additional that is required.
6. Coordinate participation in conference calls and/or meetings as necessary.
7. Review and approve procurement procedures for City's use of funds.
8. Hold monthly Homeless Working Group meetings with City's Project Manager to
support information sharing.
9. Provide payment to the City within 30 days of approval of a City's invoice.
10. Reimburse the City up to $213,000, as described in Exhibit B.
11. Retain $52,000, including $28,000 for housing navigation services and $24,000 for
housing vouchers, from the City's Homeless Plan allocation to administer the Shared
Housing Navigation Services contract and ensure that the City is receiving services
equal to the value of that funding by providing monthly reports to the City on services
provided and clients assisted.
B. City
1. Must maintain membership in the SGVCOG during the entire term of this MOA.
2. Participate in monthly Homeless Working Group meeting.
3. Provide any updated point -of -contact described in Section III.B to serve as the City's
Project Manager with name, title, and contact information.
4. Participate in scheduled conference calls and/or meetings throughout the term of this
MOA.
1501411.1
5. Manage the homeless programs and activities to be implemented by the City, as such
are described in Exhibit A.
6. Respond to SGVCOG and/or contractor requests related to the City's programs in a
timely manner
7. Provide feedback and respond to SGVCOG and/or contractor requests for the City's
participation in regional programs, including the shared housing navigation services,
landlord outreach and incentive program, and the workforce development pilot
program.
8. For participation in the Landlord Outreach and Incentive Program:
a. Respond to requests, provide data and information as requested, review
materials, and provide input to the SGVCOG and its selected vendor to support
the implementation of the Regional Landlord Education, Outreach and
Incentive Program in the City.
9. For participation in Shared Housing Navigator:
a. Allocate $52,000 — including $28,000 for shared housing navigation services
and $24,000 for housing vouchers — to the SGVCOG's contract for Shared
Housing Navigation Services to provide these services for the City.
b. Provide direction and support as requested to the shared housing navigator
selected through the SGVCOG's contract with its selected vendor.
c. Work directly with the shared housing navigator to support the services and re-
housing efforts for clients within the City.
d. Provide feedback to the SGVCOG on the implementation of the shared housing
navigation program.
e. Respond to requests, provide data and information as requested, review
materials, and provide input to the SGVCOG and its selected vendor to support
the implementation of the Shared Housing Navigation Program.
10. For participation in the County Workforce Development Pilot Program:
a. Provide feedback to the SGVCOG on the implementation of the workforce
development pilot program.
11. Submit procurement procedures for City's use of funds under this MOA for approval
by the SGVCOG.
12. Procure and administer contracts funded by the SGVCOG in accordance with
SGVCOG-approved procurement procedures. Submit contracts or purchase orders
executed with third -parry vendors to the SGVCOG for authorization prior to the
performance of work thereunder for which the City will be requesting reimbursement.
13. Submit rates for City staff time for SGVCOG approval prior to City staff performing
work for which the City will seek reimbursement.
14. Submit deliverables and reports to the SGVCOG in accordance with the schedule
included in Exhibit B.
15. Submit invoices to the SGVCOG in accordance with the schedule included in Exhibit
B.
16. Reimburse the SGVCOG for expenditures that are determined to be not in compliance
with funding requirements.
III. PROJECT MANAGEMENT:
A. For purposes of this MOA, the SGVCOG designates the following individual as its
Project Manager:
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Samantha Matthews
SGVCOG Management Analyst
1000 S. Fremont Ave, Unit 42
Bldg. A10-N, Suite 10210
Alhambra, CA 91803
626.457.1800
smatthews@sgvcog.org
B. For purposes of this MOA, the City of West Covina designates the following individual
as its Project Manager:
Kelly McDonald
Public Services Manager
1444 West Garvey Avenue South
West Covina, CA 91790
626.939.8494
kmcdonald@westcovina.org
C. Additional parties' contacts include the following individuals:
Marisa Creter
Executive Director
San Gabriel Valley Council of Governments
mcreter@sgvcog.org
D. Either Party may change its Project Manager or contacts upon written notice to the other
Party.
IV. TERMINATION:
A. This MOA may be terminated by either Party at any time without cause. Termination
will occur 30 days after written notice is issued by a Parry to the other Party's Project
Manager. The City shall stop work and not incur any additional expenses upon
receipt of or issuance of such notice, except that which is reasonable and necessary
to effectuate the termination. The City shall be entitled to reimbursement for eligible
expenses that are reasonably and necessarily incurred up to the date that such
termination is effective.
B. This MOA may be terminated for cause at any time for a material default by one of
the Parties upon written notice to the applicable Project Manager. In the event of
termination for cause, termination will be in effect three days after deposit of the
written notice in the U.S. Mail, postage pre -paid, unless otherwise stated at a later
time in the written notice.
V. INDEMNITY:
A. Neither the SGVCOG or its respective officers, employees, consultants or
volunteers (the "SGVCOG Indemnitees), shall be responsible for any damage or
liability occurring by reason of anything done or committed to be done by the City
4
1501411.1
or its respective officers, agents, employees, or volunteers under or in connection
with the performance of this MOA.
B. Neither the City or its respective officers, employees, consultants or volunteers (the
"City Indemnitees), shall be responsible for any damage or liability occurring by
reason of anything done or committed to be done by the SGVCOG or its respective
officers, agents, employees, or volunteers under or in connection with the
performance of this MOA
C. The City shall indemnify, defend and hold the SGVCOG Indemnitees harmless
from and against any liability, claims, losses, actions, and expenses, including
without limitation, defense costs, any costs or liability on account of bodily injury,
death or personal injury of any person or for damage to or loss of use of property,
any legal fees and any claims for damages of any nature whatsoever arising out of
or resulting from the City's obligations under this MOA, unless caused by the
negligence or willful misconduct of SGVCOG.
D. The SGVCOG shall indemnify, defend and hold the City Indemnitees harmless
from and against any liability, claims, losses, actions, and expenses, including
without limitation, defense costs, any costs or liability on account of bodily injury,
death or personal injury of any person or for damage to or loss of use of property,
any legal fees and any claims for damages of any nature whatsoever arising out of
or resulting from the SGVCOG's obligations under of this MOA, unless caused by
the negligence or willful misconduct of the City.
VL OTHER TERMS AND CONDITIONS:
A. In performing this MOA, neither the City nor SGVCOG is a contractor, agent or
employer of the other. Neither the City or SGVCOG shall represent themselves as
contractors, agents or employees of the other Party and shall have no powers to bind
the other Party in contract or otherwise.
B. This MOA, along with the applicable funding requirements of the SGVCOG's
agreement with the County of Los Angeles, constitute the entire understanding
between the Parties, with respect to the subject matter herein. The MOA shall not be
amended except in writing signed by the Parties.
C. Neither Party hereto shall be considered in default in the performance of its
obligations hereunder to the extent that the performance of any such obligation is
prevented or delayed by unforeseen causes including acts of God, floods,
earthquake, fires, acts of a public enemy, pandemic, and government acts beyond
the control and without fault or negligence of the affected Party. Each Party hereto
shall give notice promptly to the other of the nature and extent of any such
circumstances claimed to delay, hinder, or prevent performance of any obligations
under this MOA.
D. Neither Party shall assign this MOA, or any part thereof, without the prior written
consent and prior approval of the other Party, nor any assignment without consent
shall be void and unenforceable.
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