INTERAGENCY MEMORANDUM OF UNDERSTANDING
between
Los Angeles County Metropolitan Transportation Authority, in its capacity as the Administrator of the Regional Integration of Intelligent Transportation Systems (“RIITS”), located at 1 Gateway Plaza, Los Angeles, California 90012
and
City of Compton (“Compton”), located at 205 South Willowbrook Avenue, Compton, CA 90220
This Interagency Memorandum of Understanding (the “Agreement”) between the Los Angeles County Metropolitan Transportation Administration in its capacity as the RIITS Administrator (“Administrator”) and Compton sets forth the obligations and rights of membership in the Configuration Management Committee that oversees RIITS.
Administrator and Compton may be referred to individually as a “Party” and collectively as “Parties”. This is a no cost Agreement. Neither Party shall incur any cost from the other or charge for anything related to this Agreement. This Agreement will be effective on the last date of signatures below (the “Effective Date”).
RECITALS
WHEREAS, on or about April 15, 2004, the State of California, Department of Transportation for District 7 (“Caltrans”), the City of Los Angeles, Department of Transportation (“LADOT”), and the Los Angeles County Metropolitan Transportation Administration ("LACMTA") entered into an interagency memorandum of understanding (the "RIITS MOU") to establish the Regional Integration of Intelligent Transportation Systems (“RIITS”) for the purpose of exchanging infrastructure and operational resources, including, but not limited to, near real time traffic, transit, video, and other data relating to all modes of transportation;
WHEREAS, on or about December 1, 2004, LACMTA, Caltrans, and LADOT entered into Amendment No. 1 to the RIITS MOU to:
• name LACMTA as the Administrator and delegate authority to LACMTA to administer, maintain, operate, manage and monitor RIITS access, codify system changes, process Member, Associate, and User agreements, and enforce the terms and conditions of the processed agreements; and
• establish a Configuration Management Committee (“CM Committee”) to oversee RIITS;
WHEREAS, the CM Committee adopted bylaws (the “Bylaws”) to establish among other things, rules of membership, roles and responsibilities of Members and officers of the CM Committee, and the voting process by which the CM Committee may take action as the governing body of RIITS;
WHEREAS, to participate in RIITS, each Member and/or Associate must first enter into an Interagency Memorandum of Understanding substantially similar to this Agreement and authorize the Administrator to exchange data through RIITS;
WHEREAS, on April 14, 2023, the CMC voted and approved Compton to join the CM Committee as a voting Member on the condition that Compton exchanges Information through RIITS;
WHEREAS, Compton desires to join the CM Committee as a voting Member and exchange Information through RIITS infrastructure and operational resources; and
WHEREAS, Compton agrees to share operational and infrastructure resources for Countywide Signal Priority (“CSP”); and
WHEREAS, Compton agrees to share operational and infrastructure resources for Integrated Corridor Management (“ICM”);
NOW, THEREFORE, in consideration for the promises set forth herein, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows:
1. DEFINITIONS
1.1. "Information" means any and all data, records, materials, including specifically but not limited to near or real time traffic, transit, video, and other data relating to all modes of transportation. As defined herein below, a subset of Information is RIITS Data, and a subset of RIITS Data is Transportation Data.
1.2. “Interagency Memorandum of Understanding” means an agreement entered into between Administrator and a public agency setting forth the terms and conditions of the agency’s membership in the CM Committee.
1.3. “Member” or “Members” means any entity that has been approved by the CM Committee to be a voting member of the CM Committee and has entered into an Interagency Memorandum of Understanding.
1.4. “Associate” or “Associates” means any entity that has been approved by the CM Committee to be a non-voting member of the CM Committee and has entered into an Interagency Memorandum of Understanding.
1.5. “Users” means non-members that have access to Transportation Data Members and Associates authorize Administrator to make available.
1.6. “RIITS Data” means Information available through RIITS and any other data that RIITS Administrator makes available under this Agreement during the Term from sources of data supplied through RIITS, including, but not limited to, data provided via Members’ and Associate’s infrastructure and operational resources. Members and Associates may have login access to RIITS Data and access to operational and infrastructure resources that may not be available to Users or the general public.
1.7. “Transportation Data” means a subset of the RIITS Data that the Member which is the source of the Information authorizes to be incorporated into the public facing section of www.riits.net, shared or exchanged with Users, and that may be included in the public facing applications of Members, Associates, and Users.
2. MEMBERSHIP
2.1. Upon execution of this Agreement by both Parties, Compton will become a Member.
2.2. As a Member, Compton agrees to abide by and uphold the Bylaws and jointly with other Members, develop, review, and approve additional Bylaws, guidelines, protocols, terms and conditions, agreements, memorandum of understandings between and for Members, Associates, and Users and/or licensees. To the extent a conflict may arise between this Agreement and the Bylaws, the Bylaws shall govern.
2.3. Compton understands that Information accessed via RIITS is to be used for transportation related system management purposes only. RIITS Data shall only be used to provide general information about transportation and to assist Members and Associates in transportation management operations. RIITS Data shall not be used for any non-transportation related system management purposes, including but not limited to, law enforcement, except law enforcement and emergency management agencies may use the RIITS Data for the purpose of situational awareness, tactical planning, infrastructure protection, or incident response. RIITS Data shall not be recorded in any manner without the prior approval of the source of the RIITS Data.
2.4. Members may exchange Information per this Agreement. Members may choose to add or remove infrastructure and operational resources, including Information exchanged through RIITS by Member’s written notice to Administrator. As a Member, Compton may have access to Information and may use RIITS Data according to this Agreement. Compton acknowledges and agrees that Members and Associates may access and use Information provided by Compton as RIITS Data subject to this Agreement.
2.5. Compton is responsible for the procurement, maintenance, and upgrade of its equipment required for transmitting, receiving, and displaying the RIITS Data.
2.6. Compton may enter into third party contracts on behalf of RIITS to obtain and provide transportation and related data, service, or maintenance agreements for the benefit of Compton and RIITS Members and Associates, with Administrator approval.
2.7. Member agrees to participate in CSP and ICM as more particularly set forth in the Countywide Signal Priority and Integrated Corridor Management attachments, which are incorporated into and made part of this Agreement.
3. DISSEMINATION OF THE DATA
3.1. With the approval of the voting Members of the CM Committee and the execution of a written agreement, Transportation Data may be licensed to Users.
3.2. At any time, the source of Information may:
3.2.1. Revoke the authority to use its Transportation Data in public facing applications and the public facing www.riits.net website.
3.2.2. Revoke the authority to license its Transportation Data to Users.
3.2.3. Cause the Administrator to remove from RIITS the RIITS Data it has provided.
3.3. Compton shall prevent any unauthorized use of the RIITS Data by its personnel.
3.4. As between the Administrator and/or any and all Members and/or Associates, on the one side, and the Party providing its Information and access to operational and infrastructure resources, on the other, the Party providing Information and access to operational and infrastructure resources retains ownership and control of said Information and access to operational and infrastructure resources.
4. COMPENSATION
This is a no cost Agreement. Neither Party shall incur any cost from the other or charge for anything related to this Agreement. However, Members may enter into a separate written agreement for the provision of hardware, software, license, training, warranty, service, product, and other work provided by Members and Associates.
5. AMENDMENTS
No amendment, modification, alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties hereto.
6. PUBLIC RECORDS ACT
6.1 Each Party understands and agrees that any and all Information is subject to the provisions of the California Public Records Act, California Government Code sections 6250, et seq. ("CPRA”) and/or the Federal Freedom of Information Act, Title 5 USC 552 ("FOIA")
6.2 Administrator will not advise as to the nature or content of Information entitled to protection from disclosure under the CPRA or FOIA but will use best efforts to provide the source Party timely notification of any third-party request for disclosure.
6.3 The source Party shall timely (1) notify Administrator in writing whether and to the extent it objects to disclosure of Information and (2) seek the appropriate judicial relief under the CPRA or FOIA.
6.4 If the source Party does not timely notify Administrator of any objection to disclosure and obtain judicial instruction or relief, then Administrator may comply with the request to the extent required by the CPRA or FOIA.
6.5 In the event of any judicial proceeding or action concerning or seeking the disclosure of any Information, the source Party understands and agrees that Administrator's sole involvement will be as a custodial stakeholder to retain the Information until otherwise ordered by a court of competent jurisdiction. The source Party, at its sole expense and risk, shall be responsible for any and all fees for prosecuting or defending any proceeding or action concerning Information, and shall indemnify, defend, and hold Administrator harmless from all liability, including attorney’s fees, costs, and expenses, in connection with any such proceeding or action.
7. CONFIDENTIALITY
7.1. Parties agree that for and during the entire term of the Agreement, all information, except Transportation Data, including, but not limited to data, figures, records, findings and the like received or generated by the Agreement and in the performance of the Agreement, shall be considered and kept private and confidential and shall not be divulged to any person, firm, corporation, or other entity, unless required by the California Public Records Act or any other applicable law.
7.2. Upon termination of the Agreement for any cause, Parties agree that they will continue to treat as private and confidential any information other than Transportation Data, including but not limited to, data, figures, records and the like, and will not release any such information to any person, firm, corporation or other entity, unless required by the California Public Records Act or any other applicable law.
8. REPRESENTATIONS AND WARRANTIES
8.1. Neither Administrator nor any of the Members and Associates, nor any of their respective employees, officers, agents, or consultants makes any warranty, express or implied, with respect to infrastructure and operational resources, sources of data and Information, nor with respect to the accuracy, sufficiency or completeness thereof, nor with respect to any of the software or other systems provided by Administrator or any Member or Associate under this Agreement. RIITS is provided on an “as is” and “with all faults” basis, with Compton using RIITS at its own risk.
8.2. Neither Administrator, Members, nor Associates make any representations or warranties, express or implied, that the RIITS Data will perform on Compton’s equipment. Further, Administrator makes no representations or warranties, express or implied, that RIITS Data will be suitable for the purposes for which it is permitted to be used under the terms of this Agreement. THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY WAIVED BY THE PARTIES.
8.3. Compton warrants that all work necessary to transmit its Information through RIITS has been completed. In the event of breach of this warranty, Compton shall take the necessary actions to correct the breach and the consequences thereof, at Compton’s sole expense, in the most expeditious manner as permitted by existing circumstances.
Upon notification from Administrator of Compton’s breach, if Compton does not promptly take steps to correct the breach, Administrator may: 1) Correct the breach or cause others to do so upon written consent of Compton. Administrator may require Compton to reimburse Administrator for any work that is completed by Administrator or others to correct the breach; 2) disconnect Compton from RIITS; or 3) terminate this Agreement and Compton’s Membership. The remedies described above are non-exclusive and Administrator’s use of these remedies does not waive any other rights or remedies it may have at law or otherwise.
9. LIMITATION OF LIABILITY
9.1. Except for Indemnity obligations set forth in section 10, neither Compton, Administrator, any Member, or any Associate, or any of their respective employees, officers, agents, or consultants shall be liable for any damages, claim or loss incurred by a Member or Associate (including without limitation, compensatory, incidental, indirect, special, consequential, or exemplary damages, lost profits, lost sales or business, expenditures, investments or commitments in connection with any business, or loss of goodwill) resulting from the RIITS Data or inability to use the provided RIITS Data irrespective of whether Administrator, Compton, Members and/or Associates have been informed of, knew of, or should have known of the likelihood of such damages, claim, or loss.
9.2. Members and Associates assume no liability or responsibility for Compton equipment.
9.3. Compton will not hold any Member or Associate liable or responsible in any way for unforeseen interruptions in providing the RIITS Data regardless of cause.
9.4. Compton, on behalf of itself and its agents, sub-licensees, employees, clients, and customers, hereby waives and releases Administrator and all Members and Associates from any and all liability, including but not limited to claims, causes of action, losses, costs, damages, and expenses of any kind or nature whatsoever, whether known or unknown, to the extent caused by or attributable to RIITS, this Agreement, or the use of RIITS Data by Compton.
Compton (for itself and its clients, customers and employees) expressly waives the benefit of Section 1542 of the California Civil Code, which provides as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor”.
(Compton’s Initials) ______
10. INDEMNIFICATION
10.1. To the fullest extent permitted by law, and with counsel approved by the Administrator, Compton shall defend, indemnify, and hold harmless the Administrator, Members, and Associates, including the respective agents, employees, directors, or officers of each (the “Indemnified Parties”), from and against any and all liability, to the extent arising out of, connected with, or resulting from any act or omission of Compton or any of its officers, authorized representative, employees, subcontractors or suppliers, or any person or organization directly or indirectly employed by any of them, which liability includes but is not limited to claims, actions, suits (including but not limited to workers’ compensation suits and breaches of contract claims made by employees of Compton against Indemnified Parties), demands, costs, judgments, liens, penalties, damages, losses, and/or expenses, including but not limited to any fees of accountants, attorneys or other professionals.
10.2. The indemnification specified in this Section shall survive termination or closeout of the Agreement hereunder and is in addition to any other rights or remedies that Members and Associates may have under the law or under this Agreement.
10.3. Parties acknowledge that all Members and Associates enter into an Interagency Memorandum of Understanding with substantially similar indemnification language under which Compton shall be indemnified as a Member.
10.4. Claims against the indemnified Members and/or Associates by any employee of the Members and/or Associates, its subcontractors, suppliers, anyone directly or indirectly employed by any of them, and/or anyone for whose acts any of them may be liable shall not in any way limit Compton’s indemnification obligation as set forth above, including the Agreement and/or type of damages, compensation, and/or benefits payable by or for the Compton or its subcontractors under workers’ compensation acts, disability benefit acts, and/or other employee benefit acts and/or insurances.
11. NO WAIVER
11.1. Failure of Administrator to enforce at any time, or from time to time, any provision of the Agreement shall not be construed as a waiver thereof.
11.2. No waiver by Administrator of any breach of any provision of the Agreement shall constitute a waiver of any other breach or of such provision.
11.3. Failure or delay by Administrator to insist upon strict performance of any terms or conditions of the Agreement, or to exercise any rights or remedies provided by law, shall not be deemed a waiver of any right of Administrator to insist upon performance of Compton 's obligations set forth in the Agreement, or rights or remedies as to any prior or subsequent default hereunder.
12. TERM OF THE AGREEMENT
12.1. The term of the Agreement shall begin upon the date of the last Party to sign this Agreement and shall continue for one (1) year (the “Initial Term”).
12.2. The Agreement shall automatically renew month to month (each a “Renewal Term”), unless either Party sends written notice to the other Party at least thirty (30) days before expiration of the Initial Term or any Renewal Term that it does not wish to renew the Agreement.
12.3. The term of the Agreement shall consist of the Initial Term and any Renewal Term (the “Term”).
13. TERMINATION
13.1. If Compton fails to comply with any of the terms and conditions contained within this Agreement, Administrator may revoke Compton’s access privileges to RIITS Data and, upon written notification, terminate this Agreement immediately. In addition, Administrator shall have the right to enforce any and all rights and remedies herein or which may be now or hereafter available at law or in equity.
13.2. Except as provided in the preceding paragraph, CM Committee reserves the right to revoke Compton’s access privileges to RIITS and terminate this Agreement at any time, upon thirty (30) days prior written notice to Compton.
13.3. Compton may terminate this Agreement upon thirty (30) days prior written notice to Administrator.
14. OTHER TERMS AND CONDITIONS
14.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
14.2. Each Member and Associate of the CM Committee is an express third-party beneficiary of this Agreement.
14.3. The persons executing this Agreement on behalf of the Parties shall be duly authorized to execute this Agreement on behalf of its respective Party.
15. ASSIGNMENT
Compton shall not assign, transfer, convey, or otherwise dispose of the Agreement (or the right, title, or interest in it or any part of it) without the prior written consent of the CM Committee and endorsement of the Administrator, which consent shall not be unreasonably withheld.
16. AUTHORITY TO ENTER AGREEMENTS AND MANAGEMENT OF RIITS
16.1. LACMTA as the Administrator is authorized to execute Member, Associate, and User agreements which contain provisions regarding guidelines, protocols, terms and conditions on use of RIITS that have been approved by the CM Committee on behalf of all Members and Associates, including Compton.
16.2. Compton hereby acknowledges that Administrator or any successor Administrator selected by the CM Committee is delegated authority to provide for the day-to-day operation, maintenance, management, and monitoring of RIITS, codify system changes, provide administrative support to the CM Committee, execute related agreements, and enforce the terms and conditions of agreements.
17. GOVERNING LAW
The Agreement has been negotiated, entered into, and shall be performed, within the State of California, and as such California substantive and procedural law shall apply, except to the extent preempted or superseded by federal law. By entering into the Agreement, the Parties consent and submit to the jurisdiction of the courts of the State of California, County of Los Angeles, over any action at law, suit in equity, and/or other proceeding that may arise out of the Agreement.
18. SEVERABILITY
In the event any article, section, sub-article, paragraph, sentence, clause, phrase contained in the Agreement shall be determined, declared, adjudged invalid, illegal, unconstitutional, or otherwise void, such determination, declaration, or adjudication shall in no manner affect the other articles, sections, sub-articles, paragraphs, sentences, clauses, or phrases of the Agreement, which shall remain in full force and effect as if the article, section, sub-article, paragraph, sentence, clause, or phrase declared, determined, or adjudged invalid, illegal, unconstitutional, or otherwise void, was not originally contained in the Agreement.
19. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between Compton and the Administrator regarding RIITS, and supersedes any and all previous and contemporaneous agreements, whether written or oral, and all communications between the Parties regarding RIITS.
20. BINDING ON SUCCESSORS AND ASSIGNS
This Agreement shall run to the benefit of and be binding upon any successors and assigns.
21. CONTACT INFORMATION
Notices under this Agreement shall be sent by first-class U.S. mail, postage prepaid, to the Compton contact and to the Administrator, at the address specified. Each Party will notify the other in writing of changes to their designated contact person. Notices shall be deemed effective five business days after such mailing.
Contact information regarding any aspects of this Agreement is as follows:
21.1. Compton Contact Information
Compton may provide a primary and a technical contact. Compton contact information is as follows:
21.1.1. Primary Contact Name
Name: City of Compton
Contact Name: John Strickland
Title: Director of Public Works
Address: 205 South Willowbrook Avenue
Compton, CA 90220
Telephone: (310) 605-5505
Email: [email protected]
21.1.2. Technical Contact Name
Name: City of Compton
Contact Name: John Strickland
Title: Director of Public Works
Address: 205 South Willowbrook Avenue
Compton, CA 90220
Telephone: (310) 605-5505
Email: [email protected]
21.2. LACMTA in its capacity as RIITS Administrator Contact
Agency Name: Los Angeles County Metropolitan Transportation Authority Contact Name: Mr. Kali Fogel
Title: RIITS Administrator
Address: 1 Gateway Plaza
Los Angeles, CA 90012
Telephone: (213) 922-2665
Email: [email protected]
22. ELECTRONIC SIGNATURES
Each Party agrees that electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the dates indicated below.
Los Angeles County Metropolitan
Transportation Authority, in its
capacity as the duly authorized
RIITS Administrator
City of Compton
STEPHANIE N. WIGGINS
CHIEF EXECUTIVE OFFICER
By:
Steven Gota
Executive Officer
Date Jerome Groomes
City Manager
Date
COUNTYWIDE SIGNAL PRIORITY ATTACHMENT
1. PARTICIPATION BY MEMBERS
1.1 This Countywide Signal Priority (“CSP”) Attachment to the Interagency Memorandum of Understanding between Los Angeles County Metropolitan Transportation Authority (“LACMTA”), in its capacity as the Administrator of the Regional Integration of Intelligent Transportation Systems (“RIITS”) and Compton sets forth the terms and conditions for participation by the Member in Countywide Signal Priority.
1.2 The Parties shall determine where CSP equipment and software will be installed within the Member’s jurisdiction as RIITS infrastructure. LACMTA on behalf of RIITS may install CSP infrastructure within Member’s jurisdiction. The Parties will mutually cooperate to promptly resolve any technical or institutional issues, including those during design, implementation, operation, and maintenance of CSP.
1.3 By participating in CSP, the Member authorizes RIITS to make certain changes or improvements to the Member's traffic control equipment at targeted intersections.
1.4 Notwithstanding any provision to the contrary, whether expressly or by implication, the Member has and retains the sole responsibility for the operation and maintenance of its traffic control system.
1.5 LACMTA has deployed, or will be deploying, its bus service through certain corridors in the Member's jurisdiction. A component of the bus program is to provide signal priority for buses at signalized intersections along the bus route. LACMTA uses CSP technologies to implement and maintain the signal-priority function of the bus service.
1.6 The Member acknowledges and agrees that CSP was prepared in accordance with state and federal signal safety requirements, and the implementation of CSP does not adversely affect or alter the safety parameters of the local traffic control system.
2. MEMBER RESPONSIBILITIES
The Member hereby agrees, in no particular order, to each and every of the following:
2.1. Member shall provide or make available existing traffic signal plans for targeted intersections to RIITS;
2.2. Member shall provide coordination support during the design, installation, and test of all CSP elements. Such support may include, without limitation, timely review of design, access to necessary equipment for installation, providing timely inspections and approvals, and making staff available on an as-needed basis;
2.3. Member shall work with RIITS to make space available for the installation of CSP equipment within traffic controller cabinets and on traffic signal poles and mast arms as necessary;
2.4. Member shall issue all required permits at no cost to LACMTA on behalf of RIITS or its contractors for all work directly related to the installation of CSP;
2.5. Member shall assist with the installation of any updated traffic signal control programs required for CSP operations. Further, the Member shall remain responsible for entering the signal timing, including CSP parameters, and for other tasks directly related to day-to-day traffic signal operations;
2.6. Member hereby authorizes RIITS to obtain the applicable traffic signal control firmware for the Member in order to operate CSP;
2.7. Member retains the exclusive ownership and control over all traffic signal control equipment. Other than the CSP and related equipment, the Member shall also retain exclusive ownership and control over the equipment, firmware, software and improvements that RIITS makes to the Member's traffic signal control operations;
2.8. Member shall support the deployment of CSP and will cooperate with RIITS to successfully install signal priority within Member’s jurisdiction;
2.9. Member shall provide, at its own cost and expense, operational infrastructure within Member's jurisdiction that allows CSP to operate normally;
2.10. Member shall promptly notify the CSP Program Manager whenever RIITS infrastructure is disconnected during the normal course of traffic signal control operations and maintenance or otherwise;
2.11. Member shall notify the CSP Program Manager immediately if RIITS infrastructure is damaged or removed. Member will retain any and all removed equipment, including hardware, parts, etc., for return to RIITS;
2.12. Member retains the responsibility for the operations and maintenance of its traffic control system, including those intersections receiving upgrades. Nothing in this Countywide Signal Priority Attachment is intended to change or be construed to change the Member's responsibilities in operating and maintaining its traffic control system, including, without limitation, traffic timing/signal issues at the Member's intersections;
2.13. Member reserves the right to disconnect CSP hardware as deemed necessary as part of normal traffic signal control operations and maintenance;
2.14. Member shall promptly notify CSP Program Manager if CSP hardware is disconnected during the normal course of traffic signal control operations and maintenance; and
2.15. Member hereby appoints and designates the following individual to serve as the principal point of contact for the Member for purposes of CSP:
2.15.1. CSP Contact Name
Name: City of Compton
Contact Name: John Strickland
Title: Director of Public Works
Address: 205 South Willowbrook Avenue
Compton, CA 90220
Telephone: (310) 605-5505
Email: [email protected]
3. ADMINISTRATOR RESPONSIBILITIES
Subject to and upon approval from the RIITS Configuration Management Committee, and in no particular order, RIITS shall perform as follows:
3.1. RIITS shall work closely with Member to ensure that the deployment of signal priority does not impact traffic conditions or increase normal operations and maintenance requirements at signal prioritized intersections;
3.2. Work with Member to develop appropriate signal priority implementation strategies acceptable to both Parties. The Parties understand and agree that the Member is ultimately responsible for the traffic signal timing sheets that control all intersections;
3.3. At RIITS’ sole cost and expense, RIITS shall procure, test, and in coordination with the Member, integrate and install all elements necessary to implement CSP at each targeted intersection, and shall not install CSP equipment until RIITS has received Member's approval;
3.4. In furtherance of 2.4 above, RIITS and/or its contractors shall obtain from Member all necessary permits and coordinate with the Member prior to commencing fieldwork;
3.5. RIITS has and shall retain the exclusive ownership and control over CSP and related equipment; and
3.6. Coordinate all operations and maintenance directly attributable to the signal priority deployment with the Member.
4. CSP PROGRAM MANAGER
The CSP Program Manager is the designated and primary point-of-contact for any and all CSP technical and administrative matters. Their contact information is below.
4.1. CSP Program Manager Contact
Agency Name: Los Angeles County Metropolitan Transportation Authority Contact Name: Mrs. Eva Moon
Title: CSP Program Manager
Address: 1 Gateway Plaza
Los Angeles, CA 90012
Telephone: (213) 418-3285
Email: [email protected]
END OF COUNTYWIDE SIGNAL PRIORITY ATTACHMENT
INTEGRATED CORRIDOR MANAGEMENT ATTACHMENT
1. PARTICIPATION BY MEMBERS
1.1 This Integrated Corridor Management (“ICM”) Attachment to the Interagency Memorandum of Understanding between Los Angeles County Metropolitan Transportation Authority (“LACMTA”), in its capacity as the Administrator of the Regional Integration of Intelligent Transportation Systems (“RIITS”) and Compton sets forth the terms and conditions for participation by the Member in Integrated Corridor Management.
1.2 The Parties shall determine where ICM equipment and software will be installed within the Member’s jurisdiction as RIITS infrastructure. LACMTA on behalf of RIITS may install ICM infrastructure within Member’s jurisdiction. The Parties will mutually cooperate to promptly resolve any technical or institutional issues, including those during design, implementation, operation, and maintenance of ICM.
1.3 By participating in ICM, the Member authorizes RIITS to make certain changes or improvements to the Member's traffic control equipment at targeted intersections.
1.4 Notwithstanding any provision to the contrary, whether expressly or by implication, the Member has and retains the sole responsibility for the operation and maintenance of its traffic control system.
1.5 The Member acknowledges and agrees that ICM was prepared in accordance with state and federal signal safety requirements, and the implementation of ICM does not adversely affect or alter the safety parameters of the local traffic control system.
2. MEMBER RESPONSIBILITIES
The Member hereby agrees, in no particular order, to each and every of the following:
2.1. Member shall operate and maintain local traffic control and ITS assets to support ICM;
2.2. Member shall fulfill their ICM requirements for their jurisdiction;
2.3. Member shall assign agency staff or contracted agency staff to participate in scheduled meetings, calls, and workshops associated with the ICM corridor;
2.4. Member shall review and provide timely comments on documents, reports, and plans as it relates to the specific ICM corridor;
2.5. Member shall provide coordination support during the design, installation, and test of all ICM elements. Such support may include, without limitation, timely review of design, access to necessary equipment for installation, providing timely inspections and approvals, and making staff available on an as-needed basis;
2.6. Member shall notify the ICM Program Manager of any significant changes being considered to data, traffic signal controller hardware and firmware, transit routes, signal timing, ITS devices, and other items that potentially impact the corridor and/or arterial operations so that all stakeholders are informed and can make adjustments for the betterment of the overall ICM corridor;
2.7. Member shall participate in the RIITS ICM Subcommittee on an as-needed basis. All technical, performance, and operational matters for ICM will be resolved among the partnering agencies within this Subcommittee. ICM activities will be directed through each agency's primary contact and then advanced through each agency's management as needed.
2.8. Member shall provide or make available existing traffic signal plans for targeted intersections to RIITS;
2.9. Member shall work with RIITS to make space available for the installation of ICM equipment within traffic controller cabinets and on traffic signal poles and mast arms as necessary;
2.10. Member shall issue all required permits at no cost to LACMTA on behalf of RIITS or its contractors for all work directly related to the installation of ICM elements;
2.11. Member shall assist with the installation of any updated traffic signal control programs required for ICM operations. Further, the Member shall remain responsible for entering the signal timing and for other tasks directly related to day- to-day traffic signal operations;
2.12. Member retains the exclusive ownership and control over all traffic signal control equipment and other ITS equipment used for daily traffic operations. Other than the ICM and related equipment, the Member shall also retain exclusive ownership and control over the equipment, firmware, software and improvements that RIITS makes to the Member's traffic signal control operations;
2.13. Member shall provide, at its own cost and expense, operational infrastructure within Member's jurisdiction that allows ICM to operate normally;
2.14. Member shall promptly notify the ICM Program Manager whenever RIITS infrastructure is disconnected during the normal course of traffic signal control operations and maintenance or otherwise;
2.15. Member shall notify the ICM Program Manager immediately if RIITS infrastructure is damaged or removed. Member will retain any and all removed equipment, including, but not limited to, hardware, parts, equipment, software, tools, and other items provided for return to RIITS;
2.16. Member retains the responsibility for the operations and maintenance of its traffic control system, including those intersections receiving upgrades. Nothing in this Integrated Corridor Management Attachment is intended to change or be construed to change the Member's responsibilities in operating and maintaining its traffic control system, including, without limitation, traffic timing/signal issues at the Member's intersections; and
2.17. Member hereby appoints and designates the following individual to serve as the principal point of contact for the Member for purposes of ICM:
ICM Contact Name
Name: City of Compton
Contact Name: John Strickland
Title: Director of Public Works
Address: 205 South Willowbrook Avenue
Compton, CA 90220
Telephone: (310) 605-5505
Email: [email protected]
3. ADMINISTRATOR RESPONSIBILITIES
Subject to and upon approval from the RIITS Configuration Management Committee, and in no particular order, RIITS shall perform as follows:
3.1. RIITS shall work closely with Member to ensure that the deployment of ICM does not impact traffic conditions or increase normal operations and maintenance requirements at signal prioritized intersections;
3.2. Work with Member to develop appropriate response plan strategies acceptable to both Parties. The Parties understand and agree that the Member is ultimately responsible for the traffic signal timing sheets that control all intersections;
3.3. At RIITS’ sole cost and expense, RIITS shall procure, test, and in coordination with the Member, integrate and install all elements necessary to implement ICM at each targeted intersection, and shall not install ICM equipment until RIITS has received Member's approval;
3.4. In furtherance of 2.10 above, RIITS and/or its contractors shall obtain from Member all necessary permits and coordinate with the Member prior to commencing fieldwork;
3.5. Coordinate all operations and maintenance directly attributable to the ICM deployment with the Member.
4. ICM PROGRAM MANAGER
The ICM Program Manager is the designated and primary point-of-contact for any and all ICM technical and administrative matters. Their contact information is below.
4.1. ICM Program Manager Contact
Agency Name: Los Angeles County Metropolitan Transportation Authority Contact Name: Mr. Edward Alegre
Title: ICM Program Manager
Address: 1 Gateway Plaza
Los Angeles, CA 90012
Telephone: (213) 418-3287
Email: [email protected]
END OF INTEGRATED CORRIDOR MANAGMENT ATTACHMENT
December 19, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: GENERAL SERVICES DEPARTMENT
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON
AUTHORIZING A PURCHASE ORDER FOR JOHNSON CONTROLS,
INC. FOR THE REPLACEMENT OF THE CHILLER PLANT CONTROL
SYSTEM LOCATED AT COMPTON CITY HALL ($23,998.93)
SUMMARY
Adoption of this resolution will authorize the City Manager to establish a purchase order for Johnson Controls, Inc. for the replacement of the control system program for the chillers located at Compton City Hall in the amount not to exceed Twenty-Three Thousand Nine Hundred Ninety-Eight Dollars and Ninety-Three Cents ($23,998.93).
BACKGROUND
On April 19, 2023, staff submitted an emergency memo requesting approval from the City Manager to authorize a purchase order for Johnson Controls, Inc. to repair the control system program for the chillers located at Compton City Hall. Staff informed the City Manager that replacing the control system program for the chiller units is crucial for ensuring optimal performance, energy efficiency, and system reliability. Neglecting to replace the control system for the chillers could cause severe consequences to the system, as a faulty control system may lead to performance issues, increased operational costs, instability, and may lead to more frequent breakdowns.
The City Manager approved an open emergency purchase order to Johnson Controls, Inc. to repair the control system in the amount of Twenty-Three Thousand Nine Hundred Ninety-Eight Dollars and Ninety-Three Cents ($23,998.93) during Fiscal Year 2023-2024.
Although the control system repair was approved in April 2023, work was not finalized until after the 2023-2024 Fiscal Year had concluded; therefore, the approved emergency purchase order was no longer valid. Staff requests authorization to re-establish the purchase order to Johnson Controls for payment of invoice number 1-130352164130 dated July 31, 2023.
7.7.7.7.7. Staff Report – Emergency P.O.
Johnson Controls, Inc. ($23,998.93)
December 19, 2023
STATEMENT OF THE ISSUE
The General Services Department was required to act quickly to prevent damage to City property. Resolution No. 25,001, approved by the City Council on April 23, 2019, authorized a $25,000 spending cap; Section 5, of said Resolution states:
“That when faced with an emergency situation, the City Manager may authorize a purchase order of up to $75,000, without first having City Council adoption by resolution, if the purchase order is of urgent necessity for the preservation of life, health, property or fiscal stability. The maximum amount of an emergency purchase order may be increased by $100,000 with the concurrence of the City Attorney. At the next available opportunity, the emergency purchase order will go through the normal approval process for purchase orders”.
The purchase order authorization was made in accordance with our organization’s procurement policies and was necessary to address the urgent situation at hand.
Furthermore, Johnson Controls is a sole source vendor as they manufacture the Metasys HVAC controls system/York Chillers that serve our City Hall facility.
FINANCIAL IMPACT
Funds in the amount of Twenty-Three Thousand Nine Hundred Ninety-Eight Dollars and Ninety-Three Cents ($23,998.93) are available in the 2023-2024 Fiscal Year budget in Account No. 1004-610-000-4269.
ALTERNATIVE
No other alternative is being proposed at this time.
RECOMMENDATION
Staff recommends that the City Council adopt this emergency payment under crucial circumstances.
NEBRASKA JONES
DIRECTOR OF GENERAL SERVICES
APPROVED FOR FORWARDING:
JEROME GROOMES
CITY MANAGER
RESOLUTION NO. ___________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON
AUTHORIZING A PURCHASE ORDER FOR JOHNSON CONTROLS,
INC. FOR THE REPLACEMENT OF THE CHILLER PLANT CONTROL
SYSTEM LOCATED AT COMPTON CITY HALL ($23,998.93)
WHEREAS,April 19, 2023, staff submitted an emergency memo requesting approval from the City Manager to authorize a purchase order for Johnson Controls, Inc. to repair the control system program for the chillers located at Compton City Hall, and WHEREAS, neglecting to replace the control system for the chillers could cause severe consequences to the system, as a faulty control system may lead to performance issues, increased operational costs, instability, and may lead to more frequent breakdowns; and
WHEREAS, the City Manager approved an open emergency purchase order to Johnson Controls, Inc. to repair the control system in the amount of Twenty-Three Thousand Nine Hundred Ninety-Eight Dollars and Ninety-Three Cents ($23,998.93) during Fiscal Year 2023-2024, however, work was not finalized until after the 2023-2024 Fiscal Year had concluded; and
WHEREAS, Staff requests authorization to re-establish the purchase order to Johnson Controls for payment of invoice number 1-130352164130 dated July 31, 2023; and
WHEREAS, the Mayor and City Council approved Resolution No. 25,001 on April 23, 2019, authorizing a $25,000 spending cap; however, Section 5, of said Resolution states:
“That when faced with an emergency situation, the City Manager may authorize a purchase order of up to $75,000, without first having City Council adoption by resolution, if the purchase order is of urgent necessity for the preservation of life, health, property or fiscal stability. The maximum amount of an emergency purchase order may be increased by $100,000 with the concurrence of the City Attorney. At the next available opportunity, the emergency purchase order will go through the normal approval process for purchase orders”.
WHEREAS, the emergency purchase order authorization was made in accordance with our organization’s procurement policies and was necessary to address the urgent situation at hand; furthermore, Johnson Controls is a sole source vendor as they manufacture the Metasys HVAC controls system/York Chillers that serve our City Hall facility, and
WHEREAS,funds in the amount of Twenty-Three Thousand Nine Hundred Ninety-Eight Dollars and Ninety-Three Cents ($23,998.93) are available in the Non- Departmental 2023-2024 Fiscal Year budget in the following Account Number 1004-610- 000-4269.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1.That the City Manager is hereby authorized to issue a purchase order to Johnson Controls, Inc., as a sole source vendor, for the replacement of the chiller control system in an amount not to exceed Twenty-Three Thousand Nine Hundred Ninety-Eight Dollars and Ninety-Three Cents ($23,998.93) from the following Account Number:
Account No. Fund Amount
1004-610-000-4269 Measure P - General Fund $ 23,998.93
Resolution No. __________
SECTION 2.That funds for Fiscal Year 2023-2024 in the amount of Twenty-Three Thousand Nine Hundred Ninety-Eight Dollars and Ninety-Three Cents ($23,998.93) are available in the 2023-2024 Fiscal Year budget in the following Account Number:
Account No. Fund Amount
1004-610-000-4269 Measure P - General Fund $ 23,998.93
SECTION 3.That a copy of this Resolution shall be filed in the offices of the City Manager, City Attorney, City Controller, City Clerk and the General Services Department.
SECTION 4.That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.
ADOPTED this _______ day of _______________, 2023.
________________________________
MAYOR OF THE CITY OF COMPTON
ATTEST:
____________________________________
CITY CLERK OF THE CITY OF COMPTON
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF COMPTON: ss
I, Vernell McDaniel, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held on the ______ day of ____________________, 2023.
That said Resolution was adopted by the following vote to wit:
AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
ABSTAIN: COUNCIL MEMBERS-
____________________________________
CITY CLERK OF THE CITY OF COMPTON
February 27th, 2023
City of Compton
General Services
205 S. Willowbrook
Ave.
Compton, CA 90220
Subject: Sole Source Agreement for Johnson Controls York Chillers & Metasys Controls
Dear Customer,
This letter is to confirm that Johnson Controls, Inc. is the manufacturer of the Metasys HVAC controls system/York Chillers serving your facilities. Johnson Controls direct service branch office is the only channel authorized by Johnson Controls to perform maintenance on Metasys, Legacy PMI equipment, and York equipment.
Johnson Controls maintains an expansive inventory of service components for all aspects of our business. Additionally, all our technicians and mechanics receive OEM factory training.
Johnson C o n t r o l s h a s been providing service for these facilities for several years.
Our technicians have a u n i q u e and complex knowledge of these buildings and the deployment of Metasys equipment at your site. Johnson Controls can and will continue to perform service in an efficient and timely manner.
Our knowledge of facilities as well as our strengths as the developer and manufacturer of Metasys, Legacy PMI, and York equipment allows us to provide the highest level of service and support available for these systems and for our customers at an efficient price.
Please let me know if you have any questions about Johnson Controls service channel strategy in your area. Please feel free to contact me to discuss this sole source request.
Sincerely,
George A. Gonzales
Strategic Account Sales Manager
Building Solutions North America
Cell: 714-951-4690
Email: [email protected]
Contractor's License #22445
DECEMBER 19, 2022
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: CITY ATTORNEY
RE: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COMPTON APPROVING A THREE (3) YEAR EMPLOYMENT
AGREEMENT WITH TWO (2) ONE (1) YEAR OPTIONS TO
EXTEND WITH WILLIE A. HOPKINS, JR. TO SERVE AS
CITY MANAGER OF THE CITY OF COMPTON ($250,000.00)
SUMMARY
The City Council will consider adoption of a Resolution that will approve a three (3) year (i.e., January 8, 2024 through January 8, 2027) Employment Agreement, with two (2) one (1) year options to extend with Willie A. Hopkins, Jr. to serve as City Manager for the City of Compton.
BACKGROUND
The Compton City Charter provides that the City Council shall appoint the City Manager of the City of Compton, who shall be chosen on the basis of his/her executive and administrative qualifications and be paid a salary commensurate with his/her responsibilities as chief administrative officer of the City. The City Manager shall be responsible to the City Council for the proper administration of all affairs of the City of Compton excepting such matters for which elective officers are made responsible by the Compton City Charter.
STATEMENT OF ISSUE
On Tuesday, November 28, 2023, the City Council met in closed session during a duly noticed City Council meeting and by a unanimous decision voted to offer employment to Mr. Hopkins Jr., for the position of City Manager of the City of Compton. The contract is for a term of three (3) years with two (2) one (1) year options to extend.
Mr. Hopkins Jr., accepted the offer as of December 8, 2023. Mr. Hopkins Jr., will bring twenty (20) years of city/county management experience, including experience in military and private sector positions.
At the request of the City Council, and in conformance with the directions provided, the professional firm of Ralph Andersen & Associates was employed to negotiate the contractual terms of the proposed Employment Agreement with Mr. Hopkins,
8.8.8. Staff Report - Resolution Approving Employment
Agreement with Willie A. Hopkins, Jr. as City Manager
December 19, 2023, Page 2
2 Jr. Adoption of the attached Resolution will approve the terms and conditions of the Employment Agreement between the City and Mr. Hopkins, Jr.
The basic contractual terms of the Employment Agreement include the following:
Term: January 8, 2024 through January 8, 2027.
Compensation: $20,833.33 monthly salary (based on maximum annual salary of $250,000.00). Possible annual merit increase of not more than a cost-of-living adjustment.
Use of City Vehicle or Monthly Auto Allowance of
$600.00.
Use of City-owned/paid cellular phone or Monthly
Allowance of $100.00.
Various Employee Benefits (e.g. CalPERS
participation; vacation, sick and personal leave
accrual; medical, dental, visual and life insurance
coverage; education reimbursement).
Severance compensation for early termination of
employment by the City.
FISCAL IMPACT
The salary range for the position of City Manager is set at Two Hundred Fifty Thousand Dollars ($250,000.00) in the 2023-2024 Fiscal Year budget. The salary rate for this position; which may be subject to an annual salary increase of not more than a cost-of-living adjustment, subject to the discretion of the City Council; for the remaining term of the Employment Agreement will be appropriated in future City budgets.
Compensation for the position of City Manager during the 2023-2024 Fiscal Year has been allocated within the City’s 2023-2024 Fiscal Year budget in Account No. 1001-510-000-4101.
RECOMMENDATION
It is recommended that the City Council take action on the attached Resolution.
ERIC J. PERRODIN
CITY ATTORNEY
RESOLUTION NO. __________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON APPROVING A THREE (3) YEAR EMPLOYMENT AGREEMENT WITH
TWO (2) ONE (1) YEAR OPTIONS TO EXTEND WITH WILLIE A.
HOPKINS, JR. TO SERVE AS CITY MANAGER OF THE CITY OF
COMPTON ($250,000.00)
WHEREAS, Section 703 of the Compton City Charter provides that the City Council shall appoint the City Manager of the City of Compton; and WHEREAS, Section 705 of the Compton City Charter provides that the City Manager shall be chosen on the basis of his/her executive and administrative qualifications and be paid a salary commensurate with his/her responsibilities as chief administrative officer of the City; and
WHEREAS, Section 706 of the Compton City Charter confers upon the City Manager responsibility to the City Council for the proper administration of all affairs of the City of Compton excepting such matters for which elective officers are made responsible by the Compton City Charter; and
WHEREAS, on November 28, 2023, the City Council, during a duly noticed City Council meeting, met in closed session and by a unanimous decision voted to appoint Willie A. Hopkins Jr., to the position of City Manager for a term of three (3) years, with two (2), one (1) year options to extend effective as of January 8, 2024; and WHEREAS, the City Council tendered an offer of employment to Willie Hopkins as City Manager of the City of Compton; which offer of employment was accepted; and desire to enter into an employment agreement with Willie Hopkins setting forth certain terms and conditions of his employment as City Manager of the City of Compton; and WHEREAS, the professional firm of Ralph Andersen & Associates; contracted for providing professional services for this matter; and the City Attorney’s Office have completed the negotiations of the contractual terms of the City Manager’s Employment Agreement and is now presenting the attached Employment Agreement for City Council action.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:
Section 1.That the City Council of the City of Compton hereby approves the attached Employment Agreement between the City of Compton and Willie A. Hopkins Jr., confirming appointment and employment of Willie A. Hopkins Jr., to serve as City Manager for the City of Compton for a term effective January 8, 2024 through January 8, 2027.
Section 2.That the monthly salary payable to Willie Hopkins during the term of his services as City Manager of the City of Compton shall be Twenty Thousand, Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.33), unless the provisions of the Employment Agreement are amended by the affirmative vote of at least three (3) members of the City Council.
Section 3.That the funds to pay the compensation for the position of City Manager are allocated in the Fiscal Year 2023-2024 budget in Account No. 1001-510- 000-4101. Funding for the remainder of the term of the Employment Agreement shall be allocated in future City budgets.
Section 4.That a certified copy of this Resolution and the attached Employment Agreement, upon execution, shall be filed in the offices of the City Clerk, City Manager, City Attorney and the City Controller.
Resolution No. __________
Section 5.That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.
ADOPTED this _________ day of ____________, 2023.
________________________________
MAYOR OF THE CITY OF COMPTON
ATTEST:
____________________________________
CITY CLERK OF THE CITY OF COMPTON
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss
CITY OF COMPTON )
I, Vernell McDaniel, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council, signed by the Mayor, and attested by the City Clerk at the regular meeting thereof held on the __________ day of ______________, 2023.
That said Resolution was adopted by the following vote, to wit:
AYES: COUNCIL MEMBERS –
NOES: COUNCIL MEMBERS –
ABSTAIN: COUNCIL MEMBERS –
ABSENT: COUNCIL MEMBERS –
____________________________________
CITY CLERK OF THE CITY OF COMPTON
EMPLOYMENT AGREEMENT
BETWEEN
CITY OF COMPTON
AND
WILLIE A. HOPKINS, JR.
[Position: City Manager]
This Employment Agreement is made by and between the City Council of the City of Compton (hereinafter “Council”) on behalf of the City of Compton (hereinafter “City”), and Willie A. Hopkins, Jr. (hereinafter “Hopkins” and/or “City Manager”). The City Council, City and Hopkins are sometimes individually referred to as a “Party” and collectively as “Parties.”
RECITALS
WHEREAS, the Compton City Charter provides that the City Council shall appoint the City Manager of the City of Compton, who shall be chosen on the basis of his/her executive and administrative qualifications and be paid a salary commensurate with his/her responsibilities as chief administrative officer of the City; and WHEREAS, the City Manager position is vital to the daily functioning of the City’s government, requiring specialized skills and experience and pursuant to Section 706 of the Compton City Charter is responsible to the City Council for the proper administration of all affairs of the City of Compton, excepting such matters for which elective officers are made responsible by the Charter; and
WHEREAS, the Parties wish to have Hopkins perform the services of City Manager, an Unclassified Service position which requires specialized skills and expert professional or technical services, for a definite period of time, unless this Agreement is otherwise terminated prior thereto; and
WHEREAS, on November 28, 2023, the Council, during a duly noticed City Council meeting, met in closed session and unanimously voted to appoint Hopkins to the position of City Manager of the City of Compton; and
WHEREAS, it is the desire of the City Council to establish the terms and conditions of Hopkins’ services to the City through this Agreement; and WHEREAS, on December 19, 2023, the Council adopted Resolution No. 25,XXX, which approved this Employment Agreement between the City and Hopkins for the position of City Manager of the City.
NOW, THEREFORE, Hopkins and the City, for the consideration, terms and conditions herein described, mutually agree as follows:
Section 1. Employment and Term of Service
1.1 Employment.It is understood and agreed between the Parties that the Council hereby agrees to employ Hopkins in the Unclassified Service position of City Manager of the City of Compton and Hopkins hereby accepts such employment.
Employment Agreement – Willie A. Hopkins, Jr.
City Manager Position – Effective 1/8/24 – 1/8/27
[Resolution No. 25,___________]
1.2 Term of Service.
a.The term of this Employment Agreement shall begin on January 8, 2024, and shall end on January 8, 2027, unless this Agreement is extended or terminated as provided herein.
b.If agreed to between the Parties, the term of this Agreement may be extended for two (2) – one (1) year terms (i.e. January 9, 2027 – January 8, 2029). c.Hopkins agrees that he shall not accept any other employment during the term of this Agreement without the express written prior consent of the City Council. In consideration of the agreed term and the other provisions of this Agreement, the Parties mutually agree to waive Compton Municipal Code Section 2-2.9 (Limitation on Removal) in all circumstances where it may otherwise apply, if any.
1.3 City Manager’s Commitments.
a. Duties and Authority.
(1)The City Manager shall be the chief executive officer of the City and be responsible to the City Council for the proper administration of all affairs of the City, excepting such matters for which elective officers are made responsible by the Compton City Charter. (2)The City Manager shall perform all of the duties of the City Manager as set forth in the Compton City Charter, the Compton Municipal Code and City policies and procedures approved by the City Council, as may be provided from time to time. The City Manager shall also perform other legally permissible and proper duties and functions as the City Council may assign from time to time.
(3)The City Council may also designate the City Manager as the chief executive officer of other City-related legal entities. Such other legal entities could include, but not be limited to financing authorities and joint powers authorities. b. Hours of Work.
(1)The City Manager is an exempt employee but is expected to engage in those hours of work that are necessary to fulfill the obligations to the City Manager’s position.
The City Manager does not have set hours of work as the City Manager is expected to be available at all times, and shall be available for attendance at City Council and other meetings as necessary. The City Manager shall be permitted such reasonable “time off” as is customary for exempt employees of the City so long as the time off does not interfere with normal business.
(2)Hopkins agrees that his position is that of an exempt employee for purposes of the Fair Labor Standards Act (“FLSA”).
c. Ownership of Materials.Hopkins understands and agrees that all data, studies, reports and other documents prepared by or on his behalf while performing his duties during the term of this Agreement shall be furnished to and become the property of the City, without restriction or limitation on their use. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written Employment Agreement – Willie A. Hopkins, Jr.
City Manager Position – Effective 1/8/24 – 1/8/27
[Resolution No. 25,___________]
information, and other materials either created by or on his behalf or provided to him in connection with the performance of this Agreement shall be held confidential by Hopkins to the extent permitted by applicable law, and except as may be required by any governmental agency or court of competent jurisdiction. Such materials shall not, without the prior consent of a majority of the City Council, be used by Hopkins for any purposes other than the performance of his duties. Provided, further that no such materials may be disclosed to any person or entity not connected with the performance of services under this Agreement, except as required by law, any governmental agency, subpoena or an order issued by a court of competent jurisdiction.
d. Disability or Inability to Perform.In the event the City Manager becomes mentally or physically incapable of performing the City Manager’s functions and duties with reasonable accommodation and it reasonably appears such incapacity will last for more than two (2) months, the City Council may terminate the City Manager. If the City Council does elect to terminate the City Manager due to incapacity, the City Manager shall receive severance benefits provided in Section 3 below.
1.4 City Council Commitments.
a.The City Council sets policy for the governance and administration of the City and it implements its policies through the City Manager. b.The City Council commits to spending time, the frequency of which shall be determined by the City Council in its discretion, to work with the City Manager and staff on setting goals and priorities for the City government.
c.In accordance with applicable provisions of the Compton City Charter, the Compton Municipal Code and City policies and procedures, except for the purpose of inquiry, the City Council and its members shall deal with all subordinate City employees, officers, contractors and consultants solely through the City Manager or the City Manager’s designee, and neither the City Council nor any member thereof shall give orders to any subordinate of the City Manager, either publicly or privately. d.The City Council may conduct a review of the City Manager’s performance after six (6) months of employment, one (1) year of employment, and annually thereafter.
Section 2. Compensation and Reimbursement
The City agrees to provide the following compensation and reimbursements to the City Manager during the term of this Employment Agreement:
2.1 Compensation.It is agreed that for the services to be rendered by Hopkins pursuant to this Agreement, effective as of January 8, 2024, Hopkins shall receive a monthly salary in the amount of Twenty Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.33), paid at the same intervals and in the same manner as regular City employees for the term of this Employment Agreement. Hopkins shall be compensated on a pro-rata basis for any partial month he serves as City Manager. It is understood that the maximum salary payable per year of services rendered by Hopkins, exclusive of other benefits specified within this Employment Agreement, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00). An annual salary increase of not more than Employment Agreement – Willie A. Hopkins, Jr.
City Manager Position – Effective 1/8/24 – 1/8/27
[Resolution No. 25,___________]
a cost-of-living adjustment may be considered by the City Council if the City’s financial position makes such an increase feasible and is approved by the affirmative vote of at three (3) members of the City Council.
2.2 Required Employer Costs.
a.Federal Insurance Contributions Act (FICA), if applicable, to the same extent provided other City employees.
b.Unemployment Compensation to the same extent provided other City employees.
c.California Public Employees Retirement System (CalPERS).
The City contracts with the California Public Employees’ Retirement System (“CalPERS”) for retirement benefits. The City shall be responsible to pay the Employer’s (as determined by CalPERS) share for participation in the CalPERS System. The Employee (Hopkins) shall be responsible for at least fifty percent (50%) of the total normal cost rate or the current contribution rate of similarly situated employees, whichever is greater. Employee shall be enrolled in the 2.0% at 62 retirement formula. (The Parties to this Employment Agreement have determined that Hopkins is a "New Member" upon review and interpretation of the City of Compton's Miscellaneous Employee's Memorandum of Agreement and California Government Code Section 7522.04(f) definition of "New Member."). d.The cost of any fidelity or other bonds required by law for the City Manager.
e.Workers’ Compensation to the same extent provided other employees of the City.
2.3 Benefits.
a. Leave Allowances.During the term of this Employment Agreement, Hopkins shall be entitled to accrue and use the following types of leave:
(1)Accumulate Personal Leave days at the rate of 10 hours per month for a maximum of 120 hours per year of employment. Personal leave days accrued may not be carried over and must be used no later than the conclusion of each calendar year (i.e.
December 31st), unless changed by City Council resolution. (2)City holidays designated pursuant to Council resolution each fiscal year.
City holidays that are designated as floating holidays may not be carried over and must be used no later than the conclusion of each fiscal year (i.e. June 30 th), unless changed by City Council resolution. Employee, including the City Manager, birthdays are designated as a floating holiday and must be used within one (1) year in the birthday falls. (3)Accumulate Vacation Leave days at the rate of 15 hours per month for a maximum of 180 hours per year of employment. After at least one (1) year of continuous service as City Manager, Hopkins shall be entitled to cash out up to eighty (80) hours of accrued, but unused vacation hours per calendar year thereafter.
Employment Agreement – Willie A. Hopkins, Jr.
City Manager Position – Effective 1/8/24 – 1/8/27
[Resolution No. 25,___________]
(4)Accumulate Sick Leave days at the rate of 10 hours per month for a maximum of 120 hours per year of employment. There shall be no limit on the number of sick leave hours that Hopkins may accumulate.
b. Health Benefits.
During the term of this Employment Agreement, Hopkins shall be entitled to receive the same health coverage and benefits (i.e. medical, vision, dental insurance coverage) as the Chief Executive Management Employees in the City service. c. Automobile Allowance.
During the term of this Employment Agreement, Hopkins shall have at all times during his employment as City Manager with the City, exclusive use for work-related and incidental personal activities, an automobile provided to him by the City. City shall pay all liability, property damage and comprehensive insurance coverage and for the purchase, operation (including all fuels and lubricants), maintenance, repair and regular replacement of said automobile while Hopkins is employed as City Manager. Alternatively, Hopkins may elect to receive an automobile allowance of no less than $650 per month. Hopkins shall not be entitled to both the use of a City-provided automobile and an automobile allowance. d. Cellular Phone Allowance.
During the term of this Employment Agreement, Hopkins shall be entitled to receive a cellular phone allowance of $100.00 per month or a City-provided and paid cellular phone, including the cost of monthly billing charges. Hopkins shall not be entitled to both a cellular phone allowance and provision of a City-provided and paid cellular phone. e. Education Reimbursement
During the term of this Employment Agreement, Hopkins shall be entitled to receive the same educational reimbursement benefits as the Chief Executive Management Employees in the City service.
f. Life Insurance.
During the term of this Employment Agreement, the City shall pay, on behalf of Hopkins, life insurance coverage with a principal amount of $100,000 and a conversion privilege.
2.4During the term of this Employment Agreement, Hopkins may participate in all appropriate local, state and national professional organizations, seminars, conferences and professional development courses that are reasonable and beneficial to the City. City shall pay for all reasonable associated expenses necessary for said participation.
2.5 Reimbursement for Legal Actions.
Hopkins shall be fully compensated and reimbursed pursuant to Section 2.1, above, for time spent and costs incurred while representing the City in any legal action during or after the term of this Agreement.
Employment Agreement – Willie A. Hopkins, Jr.
City Manager Position – Effective 1/8/24 – 1/8/27
[Resolution No. 25,___________]
2.6 Moving and Relocation Expense.
The City is providing in its offer of employment to Hopkins a moving and relocation lump-sum payment (hereinafter “Relocation Expense”) in an amount not-to-exceed Fifteen Thousand Dollars ($15,000). This Relocation Expense will be paid to Hopkins with his paycheck on the first applicable pay period.
Hopkins agrees to reimburse the Relocation Expense to the City if he voluntarily terminates his employment prior to the completion of two (2) years of service according to the following rates and schedule:
100% if employed for less than 6 months;
75% if employed for 6 months, but less than 12 months;
50% if employed for 12 months, but less than 18 months; 25% if employed 18 months, but less than 24 months.
Hopkins also acknowledges that this Relocation Expense is provided for non- deductible moving and relocation expenses and will be included in his gross income as wages and subject to withholding of all applicable taxes.
I hereby certify my acceptance of the payback rates and schedule listed above and agree to reimburse the Relocation Expense to the City in the event of my voluntary termination prior to the completion of two (2) years of service. I understand that my employment with the City is considered at-will, meaning that either the City or I may terminate this employment relationship at any time with or without cause, subject to any notice requirements as provided for in this agreement.
___________________________________________ _______________ Willie A. Hopkins, Jr., City Manager
Date
Section 3. Termination or Separation
3.1 Termination.The Council may terminate Hopkins’ services with or without cause, and without right of advance notice, hearing or appeal, by motion of the Council adopted by at least four affirmative votes pursuant to section 703 of the Compton City Charter, at any time during the term of this Employment Agreement.
a.In the event that Hopkins is terminated without cause by the Council prior to the expiration of this Employment Agreement, he shall be entitled to receive severance compensation as follows:
(1)If terminated any time during the term of this Employment Agreement, Hopkins shall be entitled to receive severance compensation equal to twelve (12) month’s salary, in addition to the full monetary value of any earned but unused vacation leave accumulated during the period of his service pursuant to this Employment Agreement.
Employment Agreement – Willie A. Hopkins, Jr.
City Manager Position – Effective 1/8/24 – 1/8/27
[Resolution No. 25,___________]
Hopkins’ entitlement to earned, but unused sick leave accumulated during the period of his service shall be governed by those provisions applicable to Chief Executive Management Employees in the City service.
(2)If terminated at any time during the term of this Employment Agreement due to his committing of any act of misfeasance or malfeasance, or due to the filing by any government agency with appropriate authority, of a criminal complaint charging him with any felony or misdemeanor involving moral turpitude, then the City shall only be obligated to pay the full monetary value of any earned but unused vacation accumulated during the period of his service pursuant to this Employment Agreement.
3.2 Voluntary Separation.Hopkins may terminate this Agreement at any time with or without cause, provided however, that he shall reasonably provide the City Council with at least ninety (90) days advance written notice prior to the effective date of the termination, if practicable, unless the Parties mutually agree in writing to a shorter period.
3.3 Transfer of Responsibilities.After Notice of Voluntary Separation or Termination, Hopkins shall cooperate with the City, as requested by the City, to effect a transition of City Manager responsibilities and duties and ensure that the City is aware of all matters being handled by Hopkins.
Section 4. Assembly Bill 1344 Provisions
4.1The Parties agree to fully comply with the California Government Code sections that are part of AB 1344 (Government Code Section 53243), made effective January 1, 2012, and to fully comply with other applicable law as it exists as of the date of execution of this Agreement and as it may be amended from time to time thereafter.
4.2AB 1344 generally provides limits on local agency employee reimbursement requirements. These provisions are included in the following California Government Code sections, which are hereby incorporated into the terms of this Agreement:
(a)Section 53243. Reimbursement of paid leave salary. The City shall be fully reimbursed any paid leave salary paid to the City Manager pending an investigation if the City Manager is convicted of a crime involving an abuse of office or position; as defined by Section 53243.4.
(b)Section 53243.1. Reimbursement of legal criminal defense funds. The City shall be fully reimbursed any funds provided for the legal defense of the City Manager if the City Manager is convicted of a crime involving an abuse of office or position; as defined by Section 53243.4.
(c)Section 53243.2. Reimbursement of cash settlement. The City shall be fully reimbursed any cash settlement related to the termination of the City Manager if the City Manager is convicted of a crime involving an abuse of office or position; as defined by Section 53243.4.
(d)Section 53243.3. Reimbursement of non-contractual payments. If, in the absence of a contractual obligation, the City provides payments described above, the City shall be fully reimbursed any such payments if the City Manager is convicted of a crime involving an abuse of office or position; as defined by Section 53243.4.
Employment Agreement – Willie A. Hopkins, Jr.
City Manager Position – Effective 1/8/24 – 1/8/27
[Resolution No. 25,___________]
Hopkins has reviewed, is familiar with, and agrees to comply fully with each of these provisions if any of these provisions are applicable to Hopkins, including that Hopkins agrees that any cash settlement related to the termination that Hopkins may receive from the City shall be fully reimbursed to the City if Hopkins is convicted of a crime involving an abuse of his office or position.
4.3AB 1344 also includes California Government Code Section 3511.2.
Notwithstanding any other provisions of this Agreement, it shall be prohibited for the City or through the Agreement or any amendment thereto to provide an automatic renewal hereof that provides for an automatic compensation increase in excess of a cost-of-living adjustment or a maximum cash settlement in excess of certain limits established by Section 3511.2.
Government Code, Section 3511.2 is hereby incorporated into the terms of this Agreement.
Section 5. General Provisions
5.1 Amendments.This Employment Agreement may be amended in writing, signed by Hopkins, the majority of the Council and “Approved As To Form” by the City Attorney.
5.2 Conflict of Interest.
a.The City Manager shall not engage in any business or transaction or shall have a financial or other personal interest or association, direct or indirect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal or political associations.
b.The City Manager shall also comply with the conflict of interest provisions of the California Government Code and any Conflict of Interest Code applicable to the City Manager’s City employment.
c.The City Manager is responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, during employment and at the time of separation from the position.
5.3 Indemnification.In accordance with and to the extent provided by California’s Tort Claims Act (Government Code Section 825 et seq.) and Government Code Sections 995-996.5, the City shall defend and indemnify Hopkins against and for all losses sustained by Hopkins in direct consequences of the discharge of the City Manager’s duties on the City’s behalf for the period of the City Manager’s employment. This section shall not apply and the City shall not be obligated to indemnify or represent Hopkins in any legal matters if the City Council determines that the defense of the action or proceeding by the City would create a conflict of interest between the City and Hopkins; or for acts or failure to act because of fraud, corruption or actual malice without entering into a reimbursement agreement with the City approved by the City Council in a form approved by the City Attorney. If the City Council or court of competent jurisdiction determines that Hopkins committed actual fraud, corruption or actual malice, then the City shall not provide for the defense of such legal action and Hopkins shall reimburse the City all costs plus interest to the City in providing such defense. This section shall also apply to any intentional tort or crime committed by Hopkins, to any action Employment Agreement – Willie A. Hopkins, Jr.
City Manager Position – Effective 1/8/24 – 1/8/27
[Resolution No. 25,___________]
outside the course and scope of the services provided by Hopkins under this Agreement, or any other intentional or malicious conduct or gross negligence of Hopkins.
5.4 Effect of Waiver.The failure of either party to insist on strict compliance with any of the terms, covenants or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
5.5 Entire Agreement.The terms and conditions of this Agreement represent the entire understanding between the City and Hopkins regarding Hopkins’ employment as the City Manager, and all preliminary negotiations and agreements are deemed a part hereof. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement.
5.6 Independence of Parties.Each party hereto has had the opportunity to receive independent legal advice with respect to the contents and advisability of making this Employment Agreement and executes this Agreement after having the opportunity to consult with legal counsel.
No provision of this Employment Agreement shall be interpreted for or against any party because that party or his/its legal representative drafted the provisions. This Agreement shall be deemed to have been drafted by all parties hereto. Each party hereto expressly covenants that the terms of this Employment Agreement are fair and have been freely negotiated by and between each of the parties.
5.7 Arbitration of Salary Dispute.Should a dispute arise between the parties hereto specifically concerning the amount of salary or period for which salary is to be paid, the parties agree that the dispute shall be submitted to binding arbitration. Such arbitration shall be conducted by a mutually agreed arbitrator. Each party hereto shall bear one-half of the costs of the arbitration, except each party shall bear their own costs for legal representation and witness fees. The parties agree that any disputes resolved by arbitration shall be final and binding. Any other disputes arising out of Hopkins’ employment as City Manager, not specifically referenced herein, shall not be subject to the provisions of this section.
5.8 Severability.If any provision, or any portion thereof, contained in this Employment Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of this Employment Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect.
5.9 Jurisdiction and Venue.This Employment Agreement shall be construed in accordance with the laws of the State of California, and the Parties agree that venue shall be in Los Angeles County, California.
5.10 Notice.Any notice, amendments or additions to this Employment Agreement, including change of address during the term of this Agreement, which the City Manager or the City shall be required, or may desire, to make shall be in writing and shall be sent by prepaid first class mail or hand-delivered to the respective Parties as follows:
Employment Agreement – Willie A. Hopkins, Jr.
City Manager Position – Effective 1/8/24 – 1/8/27
[Resolution No. 25,___________]
If to the City: City Clerk
City of Compton
205 South Willowbrook Avenue
Compton, California 90220
With copy to: City Attorney
City of Compton
205 South Willowbrook Avenue
Compton, California 90220
If to the City Manager: Willie A. Hopkins, Jr., City Manager ‘ City of Compton
205 South Willowbrook Avenue
Compton, California 90220
[or other address provided in writing to the
City Clerk and City Attorney]
Section 6. Effective Date
6.0 Effective Date.This Employment Agreement shall become effective January 8, 2024, on approval of the City Council and signed by a majority of the City Council members, Hopkins, the City Clerk and the City Attorney.
IN WITNESS WHEREOF, the Parties have executed this Employment Agreement. _______________________________ Dated: _______________
Willie A. Hopkins, Jr.
City of Compton
A Municipal Corporation
Dated: _______________ ____________________________________ Emma Sharif, Mayor
Dated: _______________ ____________________________________ Deidre Duhart, Council Member
First Council District
Employment Agreement – Willie A. Hopkins, Jr.
City Manager Position – Effective 1/8/24 – 1/8/27
[Resolution No. 25,___________]
Dated: _______________ ____________________________________ Andre Spicer, Council Member
Second Council District
Dated: _______________ ___________________________________ Jonathan Bowers, Council Member
Third Council District
Dated: _______________ ___________________________________ Lillie Darden, Council Member
Fourth Council District
Approved as to form:
By ______________________________ Dated: _________________ Eric J. Perrodin, City Attorney
ATTEST:
Dated: _______________ By _________________________________ Vernell McDaniel, City Clerk