Resolution - 2019-19RESOLUTION NO.2019-19
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST
COVINA, CALIFORNIA, APPOINTING DAVID CARMANY AS INTERIM
CITY MANAGER
WHEREAS, consistent with Government Code section 7522.56 the City Council intends
to provide CalPERS this certification resolution when hiring a retiree before 180 days has passed
since his retirement date; and
WHEREAS, David Carmany retired from the City of La Puente in the position of City
Manager effective January 2, 2019; and
WHEREAS, section 7522.56 requires that in general, post -retirement employment cannot
commence earlier than 180 days after the retirement date; and
WHEREAS, section 7522.56 provides that this exception to the 180-day wait period shall
not apply if the retiree accepts any retirement -related incentive; and
WHEREAS, the City has not, and will not, provide David Carmany with a "Golden
Handshake" or any other retirement -related incentive from the City of West Covina as a result of
this appointment to the interim City Manager position;
WHEREAS, CalPERS interprets Government Code section 21221(h) as requiring, as a
pre -condition to hiring a CalPERS annuitant, an active, publicly posted recruitment for a
permanent replacement; and
WHEREAS, the City Council has set the salary amount for both the permanent City
Manager position and Interim City Manager position, and the interim City Manager pay rate is
within the range for the permanent City Manager position;
WHEREAS, the recruitment for the permanent city manager is expected to be publicly
posted on April 3, 2019;
WHEREAS, this appointment will not be effective until the recruitment is publicly posted;
WHEREAS, this section 21221(h) appointment is temporary and shall terminate no later
than the appointment of the permanent City Manager, which permanent appointment is expected
to occur in 2019;
WHEREAS, the appointment is subject to the professional services agreement
("Agreement') attached hereto as Exhibit A, and said Agreement prohibits David Carmany from
working more than 960 hours in a fiscal year, and also includes a statement from David Carmany
affirming that he has not received unemployment insurance compensation in the last 12 months;
WHEREAS, the City will only pay David Carmany at the rate set forth in the Agreement
and will not provide David Carmany any other benefit, incentive, or compensation in lieu of
benefit, or other form of compensation above said rate.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA
CALIFORNIA, DOES RESOLVES AS FOLLOWS:
SECTION 1. APPOINTMENT. David Carmany is appointed as an interim retired annuitant to
the vacant position of City Manager for the City of West Covina under Government Code section
21221(h), subject to the terms of the Agreement, and effective immediately after the posting of the
recruitment for the City Manager position which is expected to occur on April 3, 2019.
SECTION 2. CERTIFICATION. The City hereby certifies the employment relationship
between David Carmany and the City is as described in this Resolution and Agreement.
SECTION 3. DECLARATION OF NECESSITY. This appointment is declared necessary to
fill the critically needed position of Interim City Manager for the City of West Covina because the
City Manager position is of critical importance to the successful ongoing operation of the City.
Furthermore, the City Manager position is even more critical to fill given the existing vacancies
in positions of Director of Human Resources and Director of Finance, and the need for additional
qualified staff.
SECTION 4. CONTRACT APPROVAL. The Acting City Manager is directed to cause the
City to enter into a Professional Services Agreement with David Carmany in a form substantially
similar to that attached hereto as Exhibit A.
SECTION 5. CERTIFICATION. The City Clerk shall certify to the passage and adoption of this
resolution and enter it into the book of original resolutions.
PASSED, APPROVED AND ADOPTED on April 2, 2019
APPROVED AS FORM
A�
Scott E. Porter
City Attorney
Lloyd Johnson
Mayor
ATTEST
W TOf
QXrrie Gpfaghr, CMC
city C k
I, CARRIE GALLAGHER, ASSISTANT CITY CLERK of the City of West Covina, California,
do 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 held on the 2nd day of April 2019, by the
following vote of the City Council:
AYES: Castellanos, Lopez-Viado, Wu
NOES: Shewmaker, Johnson
ABSENT: None
ABSTAIN: None
- 44to r
— rie llagher, CMC
ssist t City Clerk
EXHIBIT A
CITY OF WEST COVINA PROFESSIONAL SERVICES AGREEMENT
WITH DAVID CARMANY
FOR INTERIM CITY MANAGER SERVICES
CITY OF WEST COVINA
PROFESSIONAL SERVICES AGREEMENT
WITH DAVID CARMANY
FOR INTERIM CITY MANAGER SERVICES
THIS AGREEMENT is made and entered into thisl day of 2019 ("Effective
Date"), by and between the CITY OF WEST COVINA. a municipal corpor 'on ("City"), and David
Carmany, an individual C Consultant).
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent
contractor to City, as more fully described herein; and
B. WHEREAS, Consultant represents that he has that degree of specialized
expertise contemplated within California Government Code Section 37103 and 7522.56, and
holds all necessary licenses to practice and perform the services herein contemplated, except
that if Consultant is required to. but does not yet hold a City business license, he will promptly
obtain a business license and will not provide services to the City until he has done so; and
C. WHEREAS, City and Consultant desire to contract for the specific services
described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection with
the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the
provisions of Sections 1090-1092 of the California Government Code, in the subject matter of
this Agreement;
E. WHEREAS, David Carmany became a PERS annuitant effective January 2, 2019
and intends to continue to receive retirement payments from PERS during the term of this
Agreement;
G. WHEREAS, consistent with applicable law, the. City Council adopted a resolution
declaring that the appointment of Consultant is necessary to fill a critically needed position;
H. WHEREAS, the City has instigated a search for the permanent City Manager.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
:1.1. Scope of Services. Consultant shall provide the professional interim city manager
services described in the Scope of Services attached. hereto as Exhibit "A," incorporated herein
by this reference. Consultant shall not accept work from any party other than the City during the
term of this Agreement.
1.2. Professional Practices. All professional services to be provided by Consultant
pursuant to this Agreement shall be provided by David Carmany who Consultant declares is
experienced in his respective field and such services shall be provided in a manner consistent
with the standards of care, diligence and skill ordinarily exercised by professional consultants in
similar fields and circumstances in accordance with sound professional practices. Consultant
also warrants that he 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 Consultants performance of this
Agreement. Consultant shall keep himself informed of State and Federal laws and regulations
which in any manner affect those employed by it or in any way affect the performance of its
service pursuant to this Agreement. The Consultant shall at all times observe and comply with
all such laws and regulations. City Officers and employees shall not be liable at law or in equity
for any claims or damages occurring as a result of failure of the Consultant to comply with this
section.
1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to
the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City
Council or the City Council's designee. If the quality of work is not satisfactory, City in its
discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the
matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is
satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. warranty. Consultant warrants that he 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; all laws regarding
work provided by annuitants of the California Public Employee Retirement System (PERS), the
California Public Employees' Pension Reform Act of 2013 (PEPRA), and all other Federal, State
and local laws and ordinances applicable to the services required under this Agreement. To that
end, Consultant shall not work more than 960 hours in any fiscal year.
1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in,
nor permit his 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. Consultant acknowledges that City may enter into
agreements with other consultants for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement. (Y,-:_
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David Cann", interim
City Manager Services
1.7. Confidential. Employees of Consultant in the course of their duties may have
access to financial, accounting, statistical, and personnel data of private individuals and
employees of City. Consultant covenants that all data, documents, discussion, or other
information developed or received by Consultant or provided for performance of this Agreement
are deemed confidential and shall not be disclosed by Consultant without written authorization by
City. City shall grant such authorization if disclosure is required by law. All City data shall be
returned to City upon the termination of this Agreement. Consultant's covenant Under this
Section shall survive the termination of this Agreement.
1.8 Public Records Act Disclosure. Consultant has been advised and is aware that
this Agreement and all reports, documents, information and data, including, but not limited to,
computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors,
pursuant to this Agreement and provided to City may be subject to public disclosure as required
by the California Public Records Act (California Government Code Section 6250 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade
secrets, as that term is defined in the California Government Code Section 6254.7, and of which
Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all
information obtained by it that is designated as a trade secret. The City shall not, in any way, be
liable or responsible for the disclosure of any trade secret including, without limitation, those
records so marked if disclosure is deemed to be required by law or by order of the CourL
1.9 Consultant hereby certifies to City that Consultant has not received any
unemployment insurance compensation in the 12-month period prior to the effective date of this
Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set
forth in Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule").
Consultant's total compensation shall not exceed the product of 960 and the hourly rate set forth
in Exhibit B.
2.2. Additional Services. Consultant shall not receive compensation for any services
provided outside the scope of services specified in the Consultant's Proposal unless the City,
prior to Consultant performing the additional services, approves such additional services in
writing. It is specifically understood that oral requests and/or approvals of such additional
services or additional compensation shall be barred and are unenforceable. Should the City
request in writing additional services that increase the hereinabove described "SCOPE OF
SERVICES", an additional fee based upon the Consultants 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 to the maximum total contract amount of $25,000, whichever is
greater. The City Council or the City Council's appointee is authorized to approve a Change
Order for such additional services.
2.3. Method of Billing. Consultant may submit invoices to the City for approval on a
progress basis, but no more often than once a month. Said invoice shall be based on the total of
all Consultant's services which have been completed to City's sole satisfaction. City shall pay
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David Carmany, Interim
City Manager Services
Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each
invoice shall describe in detail the services performed, the date of performance, and the
associated time for completion. Any additional services approved and performed pursuant to this
Agreement shall be designated as "Additional Services" and shall identify the number of the
authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant's services relating to this Agreement
shall be maintained in accordance with generally recognized accounting principles and shall be
made available to City for inspection and/or audit at mutually convenient times for a period of
three (3) years from the Effective Date.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be
performed pursuant to this Agreement shall commence at the later to occur of the Effective Date
or immediately after the posting of the position availability for the permanent City Manager
position. The Project Schedule may be amended by mutual agreement of the parties. Failure to
commence work in a timely manner and/or diligently pursue work to completion may be grounds
for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. Such acts
shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with
laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a
party. If a delay beyond the control of the Consultant is encountered, a time extension may be
mutually agreed upon in writing by the City and the Consultant. The Consultant shall present
documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date. If the services
provided pursuant to this Agreement are provided by an annuitant of PERS, then contract shall
immediately terminate once such person has worked 960 hours in a fiscal year, or if this
Agreement would in any way violate any requirement of PERS, unless City agrees in a prior
writing that another person working for Consultant shall provide the services contemplated in this
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 written notice to Consultant;
no prior notice is required. In the event of such termination, upon receipt of such written notice
Consultant shall immediately stop rendering services under this Agreement unless directed
otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement
such suspension, termination or abandonment shall not make void or invalidate the remainder of
this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this
Agreement, he shall have ten (10) days after service upon it of written notice of such default in
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David Carmany, Interim
City Manager services
which to cure the default by rendering a satisfactory performance. In the event that the
Consultant fails to cure his 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.
4.3. Compensation. In the event of termination, City shall pay Consultant for
reasonable costs incurred and professional services satisfactorily performed up to and including
the effective date of the City's written notice of termination, within forty-five (45) days after the
effective date of the notice of termination or the final invoice of the Consultant, whichever occurs
last. Compensation for work in progress shall be prorated based on the percentage of work
completed as of the effective date of termination in accordance with the fees set forth herein.
4.4. Documents. In the event of termination of this Agreement, all documents
prepared by Consultant in his performance of this Agreement including, but not limited to,
finished or unfinished design, development and construction documents, data studies, drawings,
maps and reports, shall be delivered to the City within ten (10) days of the effective date of the
notice of termination, at no cost to City.
5.0. INSURANCE
Contractor shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of the work hereunder and the results of that work by the Contractor, his agents,
representatives, employees or subcontractors.
5.1 Minimum Scope and Limits of Insurance. Coverage shall be at least as broad as:
(a) Automobile Liability: ISO Form Number CA 00 01 covering any auto
(Code 1), or if Contractor has no owned autos, hired, (Code 8) and
non -owned autos (Code 0), with limit no less than $1,000,000 per accident
for bodily injury and property damage.
(b) Workers' Compensation: No less than the minimum amount required by
the State of California, if any.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown
above, the City requires and shall be entitled to the broader coverage and/or the higher limits
maintained by the Contractor. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
5.2. Other Insurance Provisions. The insurance policies are to contain, or be
endorsed to contain, the following provisions:
(a) Primary Coverage: For any claims related to this contract, the Consultant's
insurance coverage shall be primary coverage at least as broad as ISO
CG 20 01 0413 as respects the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its
David Cannany, Interim
City Manager Services
officers, officials, employees, or volunteers shall be excess of the Lessee's
insurance and shall not contribute with it.
(b) Notice of Cancellation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
(c) Waiver of Subrogation: Consultant hereby grants to City a waiver of any
right to subrogation which any insurer of said Consultant may acquire
against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to
affect this waiver of subrogation, but this provision applies regardless of
whether or not the City has received a waiver of subrogation endorsement
from the insurer.
(d) Self -Insured Retentions: Self -insured retentions must be declared to and
approved by the City. The City may require the Consultant to purchase
coverage with a lower retention or provide proof of ability to pay losses and
related investigations, claim administration, and defense expenses within
the retention. The policy language shall provide, or be endorsed to
provide, that the self -insured retention may be satisfied by either the
named insured or City.
(e) Acceptability of Insurers: Insurance is to be placed with insurers with a
current A.M. Best's rating of no less than A -:VI, unless otherwise
acceptable to the City.
(f) Verification of Coverage: Consultant shall furnish the City with original
certificates and amendatory endorsements or copies of the applicable
policy language effecting coverage required by this clause. All certificates
and endorsements are to be received and approved by the City before
work commences. However, failure to obtain the required documents prior
to the work beginning shall not waive the Lessee's obligation to provide
them. The City reserves the right to require complete, certified copies of
all required insurance policies, including endorsements required by these
specifications, at any time.
(g) Subcontractors: Consultant shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and
Contractor shall ensure that City is an additional insured on insurance
required from subcontractors. Notwithstanding the foregoing, Consultant
shall not subcontract any work under this Agreement without the City's
prior written consent.
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.
David Carmany, Interim
City Manager services
5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance
showing the insurance coverages and required endorsements described above, in a form and
content approved by City, prior to performing any services under this Agreement.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in anyway 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. In consultation with the City Attorney, Nikole Bresciani, or her
designee or her successor or her successor's 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.
David Carmany is the 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 David
Carmany shall coordinate directly with City and provide all Consultant services under this
Agreement. 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: IF TO CITY
David Carmany
Nikole Bresciani, Assistant City Manager
15444 Hartsville Street
City of West Covina
La Puente, CA 91744
1444 West Garvey Ave. South
West Covina, CA 91790
Tel: 310-529-04"
Tel: (626) 939-8456
Email: carmanydavid@gmail.com
Email: nbresciani@westcovina.org
r)C
David Carmany, Interim
City Manager Services
With a cc to:
Scott Porter, City Attorney
Jones & Mayer
3777 N. Harbor Blvd
Fullerton CA 92835
sepO)jones-maver com
Tel: 714-446-1400
Fax: 714-446-1448
6.5 Attorneys' Fees. If litigation is brought by any party in connection with this
Agreement, each party shall be responsible for its own costs and expenses, including attorney
fees.
6.6. Govemina 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
City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall
be void and shall constitute a breach of this Agreement and cause for termination of this
Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of
Consultant's obligation to perform all other obligations to be performed by Consultant hereunder
for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold
free and harmless the City, its elected and appointed officials, officers, agents and employees, at
Consultant's sole expense, from and against any and all claims, demands, actions, suits or other
legal proceedings brought against the City, its elected and appointed officials, officers, agents
and employees arising out of the performance of the Consultant, its employees, and/or
authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense
obligation provided for hereunder shall apply without any advance showing of negligence or
wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be
required whenever any claim, action; complaint, or suit asserts as its basis the negligence,
errors, omissions or misconduct of the Consultant, its employees, and/or authorized
subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the
City, its elected and appointed officials, officers, agents and employees based upon the work
performed by the Consultant, its employees, and/or authorized subcontractors under this
Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are
specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the
Consultant shall not be liable for the defense or indemnification of the City for claims, actions,
complaints or suits arising out of the sole active negligence or willful misconduct of the City. This
provision shall supersede and replace all other indemnity provisions contained either in the City's
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specifications or Consultant's Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and shall be acting at all times as an
independent contractor and not as an employee of City. Neither City nor any of its agents shall
have control over the conduct of Consultant or any of Consultant's employees, except as set
forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or
any of its or employees are in any manner employees of City. Consultant shall secure, at its sole
expense, and be responsible for any and all payment of Income Tax, Social Security, State
Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions
for Consultant and its officers, agents, and employees, and all business licenses, if any are
required, in connection with the services to be performed hereunder. Consultant shall indemnify
and hold City harmless from any and all taxes, assessments, penalties, and interest asserted
against City by reason of the independent contractor relationship created by this Agreement.
Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to
comply with the applicable worker's compensation laws. City shall have the right to offset against
the amount of any fees due to Consultant under this Agreement any amount due to City from
Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or
indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement claims or is
determined by a court of competent jurisdiction or the California Public Employees Retirement
System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant
shall indemnify, defend, and hold harmless City for the payment of any employee and/or
employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or
ordinance to the contrary, Consultant and any of his employees, agents, and subcontractors
providing service under this Agreement shall not qualify for or become entitled to, and hereby
agree to waive any claims to, any compensation, benefit, or any incident of employment by City,
including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to
any contribution to be paid by City for employer contribution and/or employee contributions for
PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to
Consultant's performance or services rendered under this Agreement, Consultant shall render
any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data
including, but not limited to, computer tapes or discs, files and tapes fumished or prepared by
Consultant or any of its subcontractors in the course of performance of this Agreement, shall be
and remain the sole property of City. Consultant agrees that any such documents or information
shall not be made available to any individual or organization without the prior consent of City.
Any use of such documents for other projects not contemplated by this Agreement, and any use
of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to
Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses,
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and expenses, including attorneys' fees, arising out of or resulting from City's use of such
documents for other projects not contemplated by this Agreement or use of incomplete
documents furnished by Consultant. Consultant shall deliver to City any findings, reports,
documents, information, data, in any form, including but not limited to, computer tapes, discs,
files audio tapes or any other Project related items as requested by City or its authorized
representative, at no additional cost to the City. Consultant or Consultant's agents shall execute
such documents as may be necessary from time to time to confirm City's ownership of the
copyright in such documents.
6.13. 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. Consultant hereby acknowledges that pursuant to
Government Code Section 87300 and the Conflict of Interest Code adopted by City hereunder,
Consultant is designated in said Conflict of Interest Code and is therefore required to file an
Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advice
under this Agreement, prior to the commencement of work, unless waived by the City Council, or
the City Council's designee in writing.
6.15. Conflict of Interest. Consultant and Consultant's 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 of 1974 (Government Code Section 81000, et seq.) and Government
Code Sections 1090-1092. Consultant covenants that none of Consultant'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. Consultant further covenants that in the performance of this
Agreement, no person having such interest shall be used by Consultant as an officer, employee,
agent, or subconsultant. Consultant further covenants that Consultant has not contracted with
nor 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 Consultant and/or its subconsultants 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. Consultant acknowledges that Consultant may apply for the permanent City
Manager position and that, to ensure compliance with the Political Reform Act of 1974,
Consultant shall not "make" any governmental decision (within the meaning of the Political
Reform Act) in any way affecting the recruitment of the permanent City Manager.
6.16. Prohibited Employment. Consultant 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 any
of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent
10 OC
Dad Carmany, Interim
City Manager Services
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 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. 1
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 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
David carmany, Interim Or
City Manager Services
Agreement.
6.26 Taxpayer Identification Number. Consultant shall provide City with a complete
Request for Taxpayer Identification Number and Certification, Form W9, 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.
CITY OF WEST COVINA,
A municipal corporation
e¢ Date: `z — ! ��
LI Johnson,
[signatures continue on next page]
12 David Carmany, Interim
oc—
City Manager services
CONSULTANT
Date:
David Carman
ATTEST:
AS tVf the Orr
City o
APPROOVED, AS TO FORM:
15; � Date: 41q/zo!f
Scott E. Porter, City Attomey
APPROVED AS TO INSURANCE:
�f w� � Date: JU 8I �l ri
Risk Managerrient V
13 David Carmany, Interim
City Manager Services
EXHIBIT A
SCOPE OF SERVICES
Professional Interim City Manager Services as shown in the attached letter and resume from
David Carmany dated March 7, 2019.
14
David Carmany; Interim
City Manager Services
EXHIBIT B
FEE SCHEDULE
$ 101.92 per hour.
Notwithstanding any other provision of the Agreement to the contrary, Consultant shall work no
more than 40 hours per week and Consultant shall not work more than 960 hours in any fiscal
year.
15 David Carmany: Interim
City K-janager Sen!ices
David Carmany
15444 Hartsville Street
La Puente, CA 91744
www.davidcarmany.com
March 7, 2019
Mayor and City Council
City of West Covina
1444 West Garvey Avenue South
West Covina, CA 91790
Dear Mayor Johnson and City Council
Please accept this letter of introduction as my formal interest in the position of Interim City
Manager for the City of West Covina. I hope that the Council will find my experience and
personality uniquely suited to their needs.
I have always had an affinity for public service and for as long as I can remember wanted to be
a City Manager. I have had the great fortune and privilege to serve as City Manager in six great
communities. Through these experiences and the wide range of responsibilities I have been
given, I have been able to develop keen organizational, communications, administrative and
management skills. For the past five years, I served as City Manager for the City of La Puente.
I am particularly drawn to the open City Manager's position in West Covina because of this
unique time in the City's history. Having watched West Covina over the years, I am impressed
with the transformation that is currently underway and how the City has positioned itself for
sustainable long-term success.
As evidenced by the attached resume, I an experienced results -oriented California City
Manager with a strong background in strategic planning, capital improvement planning, fiscal
and project management, growth management and community development/redevelopment. I
believe these skills, combined with a servant leader demeanor, is exactly what the City Council
is looking for in their next City Manager.
As the next City Manager of West Covina I am confident that I would:
1) stimulate, nurture and positively project and implement the City Council's core values;
2) establish a forthright and constructive partnership with the City Council, based upon
mutual respect, trust and consistent, comprehensive communication;
3) create a positive, supportive organizational environment that produces accountable,
superior staff performance;
provide community -involved leadership based upon trust, clear communications and
empathetic listening skills; and
represent and promote the highest degree of ethical integrity in all matters.
I would be honored to be invited to an interview with the City Council. I look forward to hearing
from you.
Sincerely,
/s/
David N. Carmany
(310)529-0411
carmanydavid(@cimail.com
David Carmany
15444 Hartsville Street
La Puente, CA 91744
(310) 529-0411 carmanydavid@gmail.com
Experienced hands-on generalist city manager focused on identifying common-sense solutions to
high -profile problems facing public agencies with a demonstrated track record of accomplishments.
Professional FaMerience
City Manager — City of La Puente, December, 2013 — December, 2018
Oversee all municipal operations of a Los Angeles County contract city (population 40,014)
through engaged goal setting. Applied known best management principles to achieve
significant results. For each of the last 3 years the City has won an award for being one of
California's 50 safest cities. Negotiated multi -year labor agreements with SERJ. Established a
weekly farmers market. Focused on economic development; sales tax revenue is up 20% over
the most recent 13-quarter period. Assumed administration of a County street lighting district
with a cash fund balance of $8.2 million dollars.
City Manager — City of Manhattan Beach, February, 2010 - November, 2013
Oversaw all management responsibilities of a high -profile, full -service Los Angeles beach
community (population 35,135) with engaged, participatory citizenry. Focused on the horizon with
organizational development, succession planning and facility plans. Through strong financial
management found economies of operation while maintaining city's AAA credit rating. Achieved
net present value savings of $4.5 million through refinance of outstanding debt instruments, COPs.
Negotiated major redevelopment for 100,000 square -foot expansion of regional mall. Negotiated
three-year labor agreements with police, fire and Teamster unions establishing employee financial
contributions for pension and health care. Facilitated several cooperative agreements including Los
Angeles County for construction of a new library, AYSO for construction of a new soccer field and
the Manhattan Beach School District for joint use of facilities.
City Manager — City of Seal Beach, June, 2007 - February, 2010
Assisted the City Council of full -service Orange County coastal community (population 24,500)
with goal setting and delivery of first-class municipal services. Major focus on financial
management including finance department reorganization and addressing unfunded liabilities with
pension obligation bonds and GASB 45 compliance for retiree health care. Addressed capital project
needs and construction of new fire station, storm drains, sewer collection system, streets, sidewalks
and street trees. Recipient of national award for beach restoration project in coordination with Army
Corps of Engineers.
Regional Manager — PARS, June, 2003 - April, 2007
Designed, implemented and administered retirement products designed for the unique needs of
public agencies. Served as a consultant to several public agencies across the country, implementing
common-sense solutions including early retirement incentives, alternate -to -social security, and
pension plans. PARS offers retirement services designed specifically for each public agency's unique
needs with the underlying objective of providing superior employee benefits while increasing
management effectiveness and reducing operating costs.
City Manager — Pacifica, January,1997 - May, 2003
Assisted the City Council of full -service coastal city (population 39,000). Right -sized the
organization and established financial controls. Financed, permitted, and constructed a $52 million
18 mgd tertiary treatment sewer plant with direct ocean outfall, financed and constructed Police
Station, arranged complex financing package for Senior Housing complex. Recipient of Outstanding
Leadership "People Who Care" award from San Mateo County Board of Supervisors and
Commission on Disabilities. Addressed capital needs including pavement management utilizing gas
tax COPS.
City Manager — Malibu, February, 1993 - December, 1997
Assisted the high -profile Los Angeles County coastal community (population 12,700) with
post -incorporation establishment of systems and practices and adoption of the city's first General
Plan. Coordinated all disaster recovery efforts following the 1993 wildfires. Coordinated settlement
of a contested rent stabilization ordinance and a financing package for rebuilding of the Malibu Pier.
City Manager — Agoura Hills, February, 1987 - January, 1993
Served City Council and contract city community (population 20,000) Established a 1,200-acre
redevelopment project area. Planned and built major freeway corridor improvement and landscaping
project that facilitated economic development. Obtained grants for development of three municipal
parks, an equestrian center and regional trails.
Assistant City Manager — Alhambra, February, 1981 - January,1987
Led efforts of full -service city (population 83,600) to redevelop downtown and expand economic
development including writing a $2.3 million HUD Urban Development Action Grant enabling
construction of a regional mall and revitalization of Main Street. Constructed COP -financed
municipal golf course and clubhouse. Developed Wysong Plaza, a Senior Housing project.
Education
University of Southern California
B.S. Public Affairs. Minor in Public Administration
Specialization in Urban and Regional Planning with a certificate in Environmental Studies
David Carmany
15444 Hartsville Street
La Puente, CA 91744
(310) 529-0411 carmanydavid@gmail.com
Interests
Active in community affairs; 30-year member in good standing of International City Management
Association; Serve on USC City Management Foundation Board of Advisors; Hobby: woodworldng