Agenda — Covina City Council, April 19, 2022 (part 1 of 3)

City Council/CSA/CPFA/CHA Agenda Tuesday April 19, 2022

REGULAR MEETING AGENDA
125 E. College Street, Covina, California
Council Chamber of City Hall
Tuesday, April 19, 2022

IMPORTANT NOTICE
This meeting is being conducted in accordance with Assembly Bill 361, regarding the COVID19 pandemic.

Members of the public may view the meeting live on the City’s website at www.covinaca.gov or on local cable television, Spectrum channel 29 and Frontier Channel 42. To view from the website, hover over the Departments & Services tab until the drop-down menu appears and click on City Council Video Library under the City Council header. A live banner will appear at the start of the meeting.

Public Comments: During the meeting, there will be an opportunity for the public to speak.

Public testimony is limited to five (5) minutes per speaker, unless, for good cause, the Mayor/Chairperson amends the time limit; a speaker’s time may not be transferred to another speaker. State Law prohibits the Council/Agency/Authority Members from taking action on any item not on the agenda. Those wishing to speak on a LISTED AGENDA ITEM will be heard when that item is addressed.

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City Council/CSA/CPFA/CHA Agenda Tuesday April 19, 2022

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CITY COUNCIL/SUCCESSOR AGENCY TO THE COVINA

REDEVELOPMENT AGENCY/COVINA PUBLIC FINANCING

AUTHORITY/COVINA HOUSING AUTHORITY
JOINT MEETING—CLOSED SESSION
6:30 PM – WILL NOT BE HELD

CITY COUNCIL/SUCCESSOR AGENCY TO THE COVINA

REDEVELOPMENT AGENCY/COVINA PUBLIC FINANCING

AUTHORITY/COVINA HOUSING AUTHORITY
JOINT MEETING—OPEN SESSION
7:30 PM

CALL TO ORDER

ROLL/CALL
Council/Agency/Authority Members: John C. King, Victor Linares, Jorge A. Marquez, Mayor Pro Tem/Vice-Chair Walter Allen, III, and Mayor/Chair Patricia Cortez PRESENTATIONS - NONE.

PLEDGE OF ALLEGIANCE
Led by Councilmember Linares

INVOCATION
Given by Covina Police Chaplain Ron Butler
City Council/CSA/CPFA/CHA Agenda Tuesday April 19, 2022

PUBLIC COMMENTS
To address the Council/Agency/Authority please complete a yellow speaker request card located at the entrance and give it to the City Clerk. Your name will be called when it is your turn to speak. Those wishing to speak on a LISTED AGENDA ITEM will be heard when that item is addressed. Those wishing to speak on an item NOT ON THE AGENDA will be heard at this time. State Law prohibits the Council/Agency/Authority Members from taking action on any item not on the agenda. Individual speakers are limited to five minutes each, unless, for good cause, the Mayor/Chairperson amends the time limit.

COUNCIL/AGENCY/AUTHORITY COMMENTS
Council/Agency/Authority Members wishing to make any announcements of public interest or to request that specific items be added to future Council/Agency/Authority agendas may do so at this time.

CITY MANAGER COMMENTS

CONSENT CALENDAR
All matters listed under consent calendar are considered routine, and will be enacted by one motion. There will be no separate discussion on these items prior to the time the Council/Agency/Authority votes on them, unless a member of the Council/Agency/Authority requests a specific item be removed from the consent calendar for discussion.

CC 1. Minutes
Staff Recommendation:

Approve the Minutes of the March 15, 2022, Regular Meeting of the City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Housing Authority.
2022 03 15 Minutes CC Draft
CC 2. Minutes
Staff Recommendation:

Approve the Minutes of the April 5, 2022, Regular Meeting of the City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Housing Authority.
2022 04 05 Minutes CC Draft
CC 3. Payment of Demands
Staff Recommendation:

Approve Payment of Demands in the amount of $3,625,632.85 Agenda Report: Payment of Demands MAR 11 2022 - MAR 31 2022 - Pdf CC 4. Quarterly Report of the Treasurer to the City Council and Successor Agency to the Covina Redevelopment Agency for the Quarter Ended March 31, 2022 Staff Recommendation:

Receive and File.

Agenda Report - Quarterly Report Ended March 31, 2022 - Pdf City Council/CSA/CPFA/CHA Agenda Tuesday April 19, 2022 CC 5. Ordinance 22-04 Authorizing the Levy of Special Taxes in a Community Facilities District, Community Facilities District No. 2022-1 (Stormwater) Staff Recommendation:

Adopt on Second Reading Ordinance 22-04, Authorizing the Levy of Special Taxes in a Community Facilities District.

Agenda Report - Ordinance 22-04 CFD No. 2022-1 (Stormwater) Second Reading & Adoption - Pdf
CC 6. City of Covina Draft Child Care Pilot Program and Business Capital Assistance Programs
Staff Recommendation:

Receive and file the draft program documents and information, and work through the City Attorney's office to finalize program compliance with the American Rescue Plan of 2021 (ARPA) funding requirements.

Agenda Report - Covina Draft Child Care Pilot Program & Business Capital Assistance Programs - Pdf
CC 7. Exchange Agreement and Lease Agreement between Bently Real Estate, LLC and the City of Covina for the Exchange of City Property (Approximately 416.9 Lineal Feet of Geneva Place Right-of-Way) and for the Lease of Bently Property Located at 401 N. Citrus Avenue
Staff Recommendation:

Authorize the City Manager to execute the Exchange Agreement ("Exchange Agreement") and Lease Agreement ("Lease") between Bently Real Estate, LLC ("Bently") and the City of Covina ("City") for the Exchange of City Property (Approximately 416.9 Lineal Feet of Geneva Place Right-of-Way) and for the Lease of Bently Property Located at 401 N. Citrus Avenue, which Includes: (a) the City Vacating the Public Street on the City Property; (b) the Conveyance of the City Property by the City to Bently by Quitclaim Deed; (c) the Execution and Delivery of the Lease; (d) Bently Improvement of the 401 N. Citrus Ave.; and Other Considerations as Provided in the Exchange Agreement and Lease Agreement.

Agenda Report - Exchange and Lease Agreement between the City and Bently - Pdf CC 8. Resolution CC 2022-39 Approving and Recordation of Tract No. 82874 - Covina Bowl Located at 1060 West San Bernardino Road
Staff Recommendation:

Adopt Resolution CC 2022-39 approving the recordation of Tract No. 82874 - Covina Bowl located at 1060 West San Bernardino Road.

Agenda Report - Resolution CC 2022-39 Tract No. 82874 - Covina Bowl - 1060 W San Bernardino Rd - Pdf
CC 9. Confirm and Approve Appointment to the Planning Commission Staff Recommendation:

Confirm and approve Mayor Pro Tem Allen's appointment of Rosie Richardson to the Planning Commission for an unexpired term ending June 30, 2024.

Agenda Report - Planning Commission Appointment - Richardson - Pdf City Council/CSA/CPFA/CHA Agenda Tuesday April 19, 2022 CC 10. Resolution CC 2022-40, A Resolution of the City Council of the City of Covina Declaring as Exempt Surplus Land 20,000 Square Feet of Real Property Owned by the City Located at the Southeast Corner of the Combined Parcels of 601 East San Bernardino Road and 534 North Barranca Avenue in the City of Covina Pursuant to Government Code Section 54221(F)(1)(D) and Taking Related Actions Staff Recommendation:

Adopt Resolution CC 2022-40, A Resolution of the City Council of the City of Covina Declaring as Exempt Surplus Land 20,000 Square Feet of Real Property Owned by the City Located at the Southeast Corner of the Combined parcels of 601 East San Bernardino Road and 534 North Barranca Avenue in the City of Covina Pursuant to Government Code Section 54221(F)(1)(D) and Taking Related Actions.

Agenda Report - Resolution CC 2022-40 Surplus Land 601 E San Bernardino Rd & 534 N Barranca Ave - Pdf
CC 11. Professional Consulting Services for Plan Checks, Inspections, and Engineering Services
Staff Recommendation:

Adopt Resolution CC 2022-42 to amend the fiscal year 2021-2022 operating budget to reflect an increase of $247,000 in general fund revenue and appropriate $100,000 in general fund expenditures for professional consulting services for plan checks, inspections, and engineering services.

Agenda Report - Resolution CC 2022-42 Appropriations for Professional Consulting Services - Pdf
CC 12. Restructuring of Funding for American Rescue Plan Act (ARPA) Programs/Projects Staff Recommendation:

Adopt Resolution CC 2022-43 authorizing the restructuring and reporting of funding for American Rescue Plan Act (ARPA) Programs/Projects in accordance to guidance outlined in the final rule displayed in Attachment B.

Agenda Report - Resolution CC 2022-43 Restructuring of American Rescue Plan Act (ARPA) Programs/Projects - Pdf
CC 13. Professional Services Agreement to NBS Financial Consulting Group to Provide a Comprehensive Development Impact Fee Study for the City of Covina Staff Recommendation:

Award Professional Services Agreement to NBS Financial Consulting Group to Provide a City Wide Comprehensive Development Impact Fee Study Agenda Report - NBS PSA for Comprehensive Development Impact Fee Study - Pdf CC 14. Approval of a First Amendment to Agreement between the City of Covina and Glendora Employment Agency, Inc.

Staff Recommendation:

City Council/CSA/CPFA/CHA Agenda Tuesday April 19, 2022 Authorize City Manager to execute the First Amendment to the Professional Service Agreement with Glendora Employment Agency, Inc. to provide temporary staffing services.

Agenda Report - Glendora Employment Agency First Amendment - Pdf CC 15. Letter of Opposition to Senate Bill (SB) 1044 (Durazo) Staff Recommendation:

Direct Staff to Prepare a Letter of Opposition to SB 1044 (Durazo) for the Mayor's Signature.

Agenda Report - SB 1044 Letter of Opposition - Pdf

CONTINUED PUBLIC HEARINGS
CPH 1. Adoption of Resolution CC 2022-41 for the Intention of Vacation of Portion of Geneva Place between Citrus Avenue and Third Avenue and a Public Alley located East Side of 141 West Geneva Place
Staff Recommendation:

Adopt City Resolution CC 2022-41 declaring its intention and order the vacation of approximately 417 lineal feet of the portion of Geneva Place between Citrus Avenue and Third Avenue and the Public Alley approximately 20 feet by 157 feet, located East of 141 West Geneva Place.

Agenda Report - Resolution CC 2022-41 Geneva Place - Pdf

PUBLIC HEARINGS
PH 1. Ordinance 22-05 Adopting a Military Equipment Use Policy in Accordance with Assembly Bill 481
Staff Recommendation:

Waive full reading, read by title only, and introduce for first reading Ordinance 22- 05, entitled " Adopting a Military Equipment Use Policy in Accordance with Assembly Bill 481.

Agenda Report - Ordinance 22-05 Military Equipment Policy - Pdf

CONTINUED BUSINESS
CB 1. Evaluation of Establishment of Local Cannabis Program Staff Recommendation:

That the City Council discuss the work completed by the Ad-Hoc Committee and provide further direction.

Agenda Report - Evaluation of Establishment of Local Cannabis Program - Pdf NEW BUSINESS - NONE.

City Council/CSA/CPFA/CHA Agenda Tuesday April 19, 2022

ADJOURNMENT
The Covina City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Covina Housing Authority will adjourn to its next regular meeting of the Council/Agency/Authority scheduled for Tuesday, May 3, 2022 at 6:30 p.m. for closed session and at 7:30 p.m. for open session inside the Council Chamber at City Hall, located at 125 East College Street, Covina, California, 91723.

The Covina City Clerk’s Office does hereby declare that, in accordance with California Government Code Section 54954.2(a), the agenda for the Tuesday, April 19, 2022, meeting was posted on April 14, 2022, on the City’s website and near the front entrances of: Covina City Hall, 125 East College Street, Covina.

If you challenge in court any discussion or action taken concerning an item on this agenda, you may be limited to raising only those issues you or someone else raised during the meeting or in written correspondence delivered to the City at or prior to the City’s consideration of the item at the meeting.

MATERIALS RELATED TO AN ITEM ON THIS AGENDA, AND SUBMITTED TO THE CITY COUNCIL AFTER PUBLICATION OF THE AGENDA, ARE AVAILABLE TO THE PUBLIC IN THE CITY CLERK’S OFFICE AT 125 E.

COLLEGE STREET, COVINA.

DRAFT
COUNCIL/CSA/CPFA/CHA MINUTES Page 1 of 7 Tuesday, March 15, 2022 MINUTES OF MARCH 15, 2022

REGULAR MEETING OF THE COVINA CITY COUNCIL/SUCCESSOR AGENCY TO

THE COVINA REDEVELOPMENT AGENCY/COVINA PUBLIC FINANCING

AUTHORITY/COVINA HOUSING AUTHORITY HELD IN THE COUNCIL CHAMBER OF CITY HALL, 125 EAST COLLEGE STREET, COVINA, CALIFORNIA AND

VIRTUALLY VIA ZOOM
This meeting was conducted in accordance with Assembly Bill 361, regarding the COVID-19 pandemic.

CALL TO ORDER
Mayor Marquez called the Council/Agency/Authority meeting to order at 7:30 p.m. with all Councilmembers present.

ROLL CALL
Councilmembers Present: Walter Allen, III, John C. King, Victor Linares, Mayor Pro Tem/Vice-Chair Patricia Cortez, and Mayor/Chair Jorge A. Marquez.

Councilmembers Absent: None.

Elected Members Present: City Clerk Mary Lou Walczak.

Elected Members Absent: City Treasurer Geoffrey Cobbett.

Staff Members Present: City Manager Chris Marcarello, City Attorney Candice K. Lee, Police Chief David Povero, Administrative Services Director Anita Agramonte, Community Development Director Brian Lee, Parks & Recreation/Library Services Director Lisa Evans, Public Works Director Andy Bullington, Deputy City Manager Angel Carrillo, and Chief Deputy City Clerk Nicole Alvarez.

PLEDGE OF ALLEGIANCE
Led by Mayor Pro Tem Cortez

INVOCATION
Given by Covina Police Chaplain Chuck Cannizzaro

CITY COUNCIL REORGANIZATION
A. City Clerk to Conduct Election of Mayor
ITEM NO. CC 1
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COUNCIL/CSA/CPFA/CHA MINUTES Page 2 of 7 Tuesday, March 15, 2022 City Clerk Walczak declared the positions of Mayor and Mayor Pro Tempore vacant and opened nominations for Mayor. Councilmember Allen nominated Mayor Pro Tem Cortez for Mayor. The nomination was seconded by Councilmember Linares. Hearing no other nominations, City Clerk Walczak closed the nomination period and declared Mayor Pro Tem Cortez Mayor of the Covina City Council by acclamation.

B. Incoming Mayor to Conduct Election of Mayor Pro Tempore Mayor Cortez called for nominations for the position of Mayor Pro Tempore. Councilmember King nominated Councilmember Allen for the position of Mayor Pro Tempore. The nomination was seconded by Councilmember Linares. Hearing no other nominations, Mayor Cortez closed the nomination period and declared Councilmember Allen Mayor Pro Tempore of the Covina City Council by acclamation.

PRESENTATIONS
A. Recognition of Outgoing Mayor
Certificates were presented to outgoing Mayor Marquez by the following: Carrie Lam, Representative of Congresswoman Grace Napolitano; Jamilex Rodriguez, representative of Senator Susan Rubio; Julissa Zepeda, representative of State Assemblymember Blanca Rubio; and Ryan Serrano, representative of Los Angeles County Board of Supervisor Hilda Solis. Certificates were presented to Mayor Cortez by the following: Jamilex Rodriguez, representative of Senator Susan Rubio, and Denaee Amaya, representative of State Assemblymember Blanca Rubio. A certificate was presented to Mayor Pro Tem Allen by Jamilex Rodriguez, representative of Senator Susan Rubio.

City Manager Marcarello, on behalf of the City, recognized outgoing Mayor Marquez for his leadership and love of the community. City Manager Marcarello expressed appreciation to his family for their sacrifice and presented outgoing Mayor Marquez with a token of appreciation.

Mayor Cortez, on behalf of Council, thanked outgoing Mayor Marquez for his service, dedication, enthusiasm, and leadership with the City and presented him with a gavel plaque.

PUBLIC COMMENTS
Bob Cruz, Regional Public Affairs Manager for Southern California Gas Company, complimented outgoing Mayor Marquez on a job well done and congratulated Mayor Cortez. Mr. Cruz said farewell to the City and introduced his replacement Lanae O’Shields. Ms. O’Shields commented that she is looking forward to the continued partnership and congratulated Mayor Cortez.

Robert and Nancy Rawlings requested support from City Council in their protest of the issuance of an alcoholic beverage license that is being requested by Goals Soccer.

Dora Gomez thanked outgoing Mayor Marquez for all he has done in the community and his support of Project 29:11; and welcomed Mayor Cortez.

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COUNCIL/CSA/CPFA/CHA MINUTES Page 3 of 7 Tuesday, March 15, 2022

COUNCIL AGENCY AUTHORITY COMMENTS
Mayor Cortez thanked Council for the opportunity to serve as Mayor and commented that it is an honor to serve with them. Mayor Cortez commented on St. Patty’s Day, thanked her family, friends, and representatives who were in attendance. Mayor Cortez also commented on being a woman in the Mayor seat and the second Latina woman in the Mayor seat. Mayor Cortez expressed her appreciation for the opportunity and all she is looking forward to. Mayor Cortez thanked Senator Susan Rubio, Assemblymember Blanca Rubio, and Congresswoman Grace Napolitano for their support in City projects. Mayor Cortez commented on the City’s strong financial footing and the unity of the City.

Mayor Pro Tem Allen commented on the team spirit of the Council. Mayor Pro Tem Allen commended outgoing Mayor Marquez for an outstanding job, expressed he will be missed and wished him well. Mayor Pro Tem Allen paid homage to outgoing Mayor Marquez’ wife Alma and his mom and dad. Mayor Pro Tem Allen congratulated Mayor Cortez and commended her for a well-deserved position; and expressed that he is looking forward to working with her as Mayor.

Mayor Pro Tem Allen expressed similar concerns to Robert and Nancy Rawlings.

Councilmember Marquez encouraged residents to view the “State of the City” online at wearecovina.com. Councilmember Marquez commented that it’s been a pleasure to work with Mayor Cortez and wished her luck.

Councilmember Linares commended outgoing Mayor Marquez on his service, love for the City and career path. Councilmember Linares commented on his history with Mayor Cortez and expressed that he is proud of her and looking forward to this year.

Councilmember King commended outgoing Mayor Marquez and expressed that he’s proud of how he led the City through the pandemic and congratulated him as outgoing Mayor. Councilmember King thanked outgoing Mayor Marquez’ wife Alma, daughter Matilda, and entire Marquez family for raising a great son and their sacrifice to let him be a part of everything the City does.

Councilmember King commented on Mayor Cortez’ professionalism, heart for the community, and strengths. Councilmember King commented on the great team the City has with Council and staff and all the good that is going on in the City. Councilmember King expressed his pride in Mayor Cortez as Mayor and commented that it is well earned and deserved.

CITY MANAGER COMMENTS – None.

CONSENT CALENDAR
Councilmember King requested to pull Consent Calendar item CC 10.

A motion was made by Councilmember Linares, seconded by Mayor Pro Tem Allen, to approve Consent Calendar items CC 1 – 9 and 11 – 15 as presented.

Motion approved by roll call vote for Consent Calendar items CC 1 – 9 and 11 – 15 as follows:

AYES: KING, LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
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COUNCIL/CSA/CPFA/CHA MINUTES Page 4 of 7 Tuesday, March 15, 2022 ABSTAIN: NONE
ABSENT: NONE
CC 1. City Council/Successor Agency to the Covina Redevelopment Agency approved the Payment of Demands in the amount of $2,167,594.66.

CC 2. City Council/Successor Agency to the Covina Redevelopment Agency received and filed the Monthly Investment Report of Treasurer to the City Council and Successor Agency to the Covina Redevelopment Agency for February 2022.

CC 3. City Council awarded the Demolition Project for City-owned Properties located at 593 & 611 East San Bernardino Road (Former Covina Trading Post Property) to (1) Converse Consultants to prepare the Report and Monitoring of Asbestos and LeadBased Paint Survey in the Amount of $29,850, and (2) to Precision Contracting for Building Demolition in the Amount of $66,800 and authorized the City Manager to execute the Contracts; and established a contingency allowance of $25,000 for unforeseen conditions that require mitigation services, if needed.

CC 4. City Council approved and made the following findings so that meetings of the City Council and the City’s Other Legislative Bodies are authorized to meet remotely in accordance with AB 361’s special Brown Act requirements for teleconference meetings: (1) the City Council has reconsidered the circumstances of the COVID-19 state of emergency; and (2) state and local officials continue to recommend measures to promote social distancing.

CC 5. City Council accepted the work performed by FS Contractors, Inc. and; authorized the City Clerk to file a Notice of Completion for the Downtown Parking Lot No. 4 Renovation Project Combined with Downtown Trash Enclosure Project CC 6. City Council authorized the City Manager to execute the Third Amendment to the Professional Services Agreement with PMAM Corporation for alarm tracking and billing.

CC 7. City Council:

1. Approved plans and specifications for the Miscellaneous Repair Concrete Project - 321 E. Front Street;

2. Awarded a contract for the Miscellaneous Repair Concrete Project - 321 E.

Front Street to Gentry Brothers, Inc. and Greentech Landscape, Inc. as the lowest responsive and responsible bidders in amounts not-to-exceed $119,521 and $41,910, respectively, and authorized the City Manager to execute the contracts; and

3. Authorized a contingency amount of $15,000.00 for any unforeseen construction expenses.

CC 8. City Council accepted the work performed by Precision Contracting, Inc.; and authorized the City Clerk to file a Notice of Completion for the Covina Recreation Village Project Asbestos and Lead Base Paint Abatement Services CC 9. City Council received and filed the 2021 Annual Housing Element Progress Report.

CC 11. City Council adopted City Resolution CC 2022-24, declaring intention to authorize the annexation of territory to Community Facilities District No. 2007-1 (Public DRAFT
COUNCIL/CSA/CPFA/CHA MINUTES Page 5 of 7 Tuesday, March 15, 2022 Services); and adopted City Resolution CC 2022-25, adopting boundary map showing territory proposed to be annexed in the future to Community Facilities District No. 2007-1 (Public Services); and set the Public Hearing date for May 3, 2022 (342 S.

Fourth Avenue, Covina//Annexation 30)
CC 12. City Council adopted Resolution CC 2022-26 authorizing the City Manager to execute all documents and agreements for projects funded through the State of California Department of Transportation (Caltrans) on behalf of the City of Covina CC 13. City Council adopted Resolution CC 2022-27 accepting a donation from the Champion Family Foundation in the amount of $9,000 and increasing the Police Department FY 2021-22 revenue and expenditure budget; and approved the implementation of a drone program with the purchase of a drone or Unmanned Aerial System (UAS) for the Police Department in the amount of $9,000.

CC 14. City Council received and filed the SB 341 Compliance Report on the Housing Successor Agency low and moderate income housing asset fund.

CC 15. City Council authorized the City Manager to sign a "Piggyback" Contract Authorization Letter with Ocean Blue Environmental Services, Inc for Hazardous Waste Disposal Services; and authorized the City Manager to sign a Professional Services Agreement outlining a three (3) year contract with Ocean Blue Environmental Services, Inc for Hazardous Waste Disposal Services in an amount notto-exceed $50,000 per year with an option for two (2) additional one-year terms.

CONSENT CALENDAR ITEM PULLED FOR SEPARATE DISCUSSION
CC 10. Acceptance of Grant Funds from the State of California Department of Parks and Recreation for the Covina Recreation Village Project and to Appropriate the Necessary Funds
Staff Recommendation:

Adopt Resolution CC 2022-23 amending the Fiscal Year 2021-2022 Operating Budget to accept $4,845,229 from the State of California Department of Parks and Recreation and appropriate the funds for the purpose of construction services for the Covina Recreation Village Project.

Councilmember King wanted to highlight this item and thank Assemblymember Rubio and Senator Susan Rubio for their hand in helping making this happen.

A motion was made by Councilmember King, seconded by Mayor Pro Tem Allen, to approve Consent Calendar item CC 10 as presented.

Motion approved by roll call vote for Consent Calendar item CC 10 as follows:

AYES: KING, LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
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COUNCIL/CSA/CPFA/CHA MINUTES Page 6 of 7 Tuesday, March 15, 2022

CONTINUED PUBLIC HEARINGS
CPH 1. A Continued Public Hearing for Notice of Intent to Vacate a Portion of Geneva Place between Citrus Avenue and 3rd Avenue and a Strip of Public Alley located at East Side of 141 West Geneva Place.

Mayor Cortez declared the public hearing open.

The agenda report was presented by Community Development Director Lee.

There were no public comments.

A motion was made by Councilmember Marquez, seconded by Councilmember Linares, to continue the Public Hearing to the meeting of April 19, 2022.

Mayor Pro Tem Allen commented on his dissatisfaction of the length of time this item has taken due to the other party.

Motion approved by roll call vote for Continued Public Hearing item CPH 1 as follows:

AYES: KING, LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE

PUBLIC HEARINGS
PH 1. Consideration of Resolutions CC 2022-28, CC 2022-29 and CC 2022-30, Authorizing Annexation of Territory to City of Covina Community Facilities District No. 2007-1 (Public Services) (Annexation No. 31), and to Call and Hold a Special Election (316 S. Barranca Avenue, Covina)
Mayor Cortez opened the public hearing.

The agenda report was presented by Community Development Director Lee.

There were no public comments.

Mayor Cortez closed the public hearing.

A motion was made by Councilmember King, seconded by Mayor Pro Tem Allen, to:

1. Adopt Resolution CC 2022-28, authorizing the annexation of territory to Community Facilities District No. 2007-1 (Annexation No. 31) and authorizing the levy of a special tax and submitting the levy of tax to the qualified electors; and

2. Adopt Resolution CC 2022-29, calling a special election and submitting to the voters of Annexation No. 31 of City of Covina Community Facilities District No. 2007-1 (Public DRAFT
COUNCIL/CSA/CPFA/CHA MINUTES Page 7 of 7 Tuesday, March 15, 2022 Services), propositions regarding the annual levy of special taxes within Annexation No. 31 to finance public services, and the establishment of an appropriations limit; and

3. Adopt Resolution CC 2022-30, making certain findings, certifying the results of an election and adding property to Community Facilities District No. 2007-1 (Public Services), Annexation No. 31.

Motion approved by roll call vote for Public Hearing item PH 1 as follows:

AYES: KING, LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
CONTINUED BUSINESS - None.

NEW BUSINESS – None.

ADJOURNMENT
At 8:31 p.m., the Covina City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Covina Housing Authority was adjourned to its next regular meeting of the Council/Agency/Authority scheduled for Tuesday, April 5, 2022, at 6:30 p.m. for closed session and 7:30 p.m. for open session inside the Council Chamber at City Hall, located at 125 East College Street, Covina, California, 91723.

Respectfully Submitted:
__________________________________________
Georgianna Nicole Alvarez, CMC, CPMC
Chief Deputy City Clerk
Approved this 19th day of April, 2022:
_____________________________________
Patricia Cortez, Mayor/Chair

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COUNCIL/CSA/CPFA/CHA MINUTES Page 1 of 7 Tuesday, April 5, 2022 MINUTES OF APRIL 5, 2022

REGULAR MEETING OF THE COVINA CITY COUNCIL/SUCCESSOR AGENCY TO

THE COVINA REDEVELOPMENT AGENCY/COVINA PUBLIC FINANCING

AUTHORITY/COVINA HOUSING AUTHORITY HELD IN THE COUNCIL CHAMBER OF CITY HALL, 125 EAST COLLEGE STREET, COVINA, CALIFORNIA AND

VIRTUALLY VIA ZOOM
This meeting was conducted in accordance with Assembly Bill 361, regarding the COVID-19 pandemic.

CALL TO ORDER/ROLL CALL
Mayor Cortez called the Council/Agency/Authority meeting to order at 6:34 p.m. Councilmember Linares joined the meeting at 6:35 p.m. and Councilmember King had an excused absence.

PUBLIC COMMENTS – None.

CLOSED SESSION
Mayor Cortez recessed the Council to Closed Session at 6:35 p.m. for the following:

A. Government Code § 54956.8 – CONFERENCE WITH REAL PROPERTY

NEGOTIATORS
Property: 114 E. Italia Street
Covina Agency Negotiator: Chris Marcarello, City Manager Brian Lee, Community Development Director
Negotiating Properties: The Mena Co., dba "Giovanni's"
Under Negotiation: Price and Terms of Payment

RECONVENE AND CALL TO ORDER
Mayor Cortez called the Council/Agency/Authority meeting to order at 7:30 p.m. Councilmember Linares joined the meeting via Zoom at 7:31 p.m. Councilmember King had an excused absence.

ROLL CALL
Councilmembers Present: Victor Linares, Jorge A. Marquez, Mayor Pro Tem/Vice-Chair Walter Allen, III, and Mayor/Chair Patricia Cortez.

Councilmembers Absent: John C. King.

Elected Members Present: City Clerk Mary Lou Walczak.

ITEM NO. CC 2
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COUNCIL/CSA/CPFA/CHA MINUTES Page 2 of 7 Tuesday, April 5, 2022 Elected Members Absent: City Treasurer Geoffrey Cobbett.

PLEDGE OF ALLEGIANCE
Led by Mayor Pro Tem Allen

INVOCATION
Given by Covina Police Chaplain Ron Butler

CLOSED SESSION REPORT
City Attorney Lee announced that direction was given to staff and no reportable action was taken.

PRESENTATIONS
A. Police Department Volunteer Appreciation
Police Chief Povero recognized the Police Department Volunteers for all that they do for the community and provided a brief overview of the services they provide. Police Chief Povero gave thanks and farewell wishes to volunteers Michele Langston and Gary Daste. Police Captain Ric Walczak, on behalf of the Covina Police Department, presented volunteers Langston and Daste with a plaque to express appreciation for the many hours of service they have provided.

B. National Telecommunications Week - April 10 - 16, 2022 Police Chief Povero read into record a proclamation declaring the week of April 10 – 16, 2022, to be National Public Safety Telecommunicators Week in the City of Covina in honor of the men and women whose diligence and professionalism keep our city and citizens safe; and presented it to Communications Supervisor Monique Avila.

PUBLIC COMMENTS
The public comment below was submitted via email and was read into record by City Clerk Walczak.

Neil Polzin commented on implementing campaign finance reform.

COUNCIL AGENCY AUTHORITY COMMENTS
Councilmember Marquez commented on the Chalk Art Festival in partnership with the autism community and the new park. Councilmember Marquez announced the YWCA San Gabriel Valley Health and Wellness Fair on April 15, 2022, 101 South Barranca Avenue, Covina, CA 91723, from 10am – 3pm. Councilmember Marquez commented on his attendance at a grand opening for DRAFT
COUNCIL/CSA/CPFA/CHA MINUTES Page 3 of 7 Tuesday, April 5, 2022 Positive Behavioral Steps that help with the quality of life for individuals diagnosed with developmental disabilities. Lastly, he commented on a meeting he had with the staff of Supervisor Hilda Solis regarding some of the Blue Ribbon Commission items for Los Angeles Homeless Services Authority dealing with homelessness.

Mayor Pro Tem Allen congratulated volunteers Michele Langston and Gary Daste on their retirement. He commented on the National Telecommunications Week proclamation and thanked the Covina Police dispatchers for their work. Mayor Pro Tem Allen commented on his attendance at the KARE Youth League annual event at the Angel’s stadium. Mayor Pro Tem Allen requested staff bring back an item for Council consideration at the next meeting opposing Senate Bill (SB) 1044 regarding state of emergency retaliation.

Councilmember Linares had no comments.

Mayor Cortez commented on her attendance at the Chalk Art Festival.

CITY MANAGER COMMENTS – None.

CONSENT CALENDAR
A motion was made by Councilmember Marquez, seconded by Mayor Pro Tem Allen, to approve Consent Calendar items CC 1 – 11, as presented.

Motion approved by roll call vote for Consent Calendar items CC 1 – 11 as follows:

AYES: LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: KING
CC 1. City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Covina Housing Authority approved the Minutes of the March 1, 2022, Regular Meeting of the City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Housing Authority.

CC 2. City Council/Successor Agency to the Covina Redevelopment Agency approved the Payment of Demands in the amount of $4,637,044.71.

CC 3. City Council:

1. Approved the Mayor’s designation of delegates and alternates to Intergovernmental Agencies and City of Covina Boards & Commissions;

2. Adopted Resolution CC 2022-38 appointing City representatives, Mayor Patricia Cortez as delegate, and Mayor Pro Tem Walter Allen, III, as alternate, to the City Selection Committee; and

3. Appointed voting delegate Councilmember Jorge A. Marquez and alternate Mayor Patricia Cortez, to represent the City at the Southern California Association of Governments General Assembly in May 2022.

CC 4. City Council approved and made the following findings so that meetings of the City Council and the City’s Other Legislative Bodies are authorized to meet remotely in accordance with AB 361’s special Brown Act requirements for teleconference DRAFT
COUNCIL/CSA/CPFA/CHA MINUTES Page 4 of 7 Tuesday, April 5, 2022 meetings: (1) the City Council has reconsidered the circumstances of the COVID-19 state of emergency; and (2) state and local officials continue to recommend measures to promote social distancing.

CC 5. City Council adopted Resolution CC 2022-31, authorizing the submission of an application to the California Infrastructure and Economic Development Bank (IBank) related to financing for the Covina Center of the Performing Arts in the amount of $2,140,000; and authorized the City Manager to execute an agreement with the California Infrastructure and Economic Development Bank for all matters pertaining to the Financing Application and all related documents.

CC 6. City Council adopted Resolution CC 2022-32 authorizing the City Manager or his designee to apply for and execute grant application documents under the High Frequency Communication Equipment (FH) Program.

CC 7. City Council awarded a Professional Services Agreement for Covina Recreation Village Project Civil Engineering Services to Elie Farah, Inc. as the responsible bidder in the amount of $38,050 and authorized the City Manager to execute the Contract; and established a 10% contingency allowance of $3,805 for additional services, if needed.

CC 8. City Council adopted Resolution CC 2022-36, amending the Fiscal Year 2021-22 Operating Budget to accept and appropriate $150,000 in grant reimbursable funds and establish the Local Early Action Planning Grant (LEAP) project for the purpose of facilitating housing development in the City of Covina.

CC 9. City Council awarded a Professional Services Agreement for Planning Services to Fehr & Peers to prepare the Covina Active Streets and Multimodal Connectivity Plan (CASMCP), a project awarded to the City of Covina by the California Department of Transportation (Caltrans) through the FY21-22 Sustainable Transportation Planning Grant Program.

CC 10. City Council authorized the City Manager to execute the Side Letter Agreement between the City of Covina and the Police Association of Covina (PAC) Bargaining Group, revising Article 10.3.B. Salary Upon Promotion
CC 11. City Council adopted Resolution CC 2022-37, approving the acceptance of General Fund Grant Funds for the City of Covina Recreation Village from the California Natural Resources Agency for the City of Covina Recreation Village, and authorizing the City Manager to execute the grant agreement and all related documents, and designating the City Manager as Agent, and rescinding Resolution CC 2022-04.

CONTINUED PUBLIC HEARINGS – None.

PUBLIC HEARINGS
PH 1. Public Hearing and Resolution Establishing the Formation of a Community Facilities District, Community Facilities District No. 2022-1 (Stormwater) Staff Recommendation:

DRAFT
COUNCIL/CSA/CPFA/CHA MINUTES Page 5 of 7 Tuesday, April 5, 2022

1. Adopt Resolution CC 2022-33 Establishing the Formation of a Community Facilities District; and

2. Adopt Resolution CC 2022-34 Calling a Special Election for a Community Facilities District; and

3. Adopt Resolution CC 2022-35 Declaring Results of a Special Landowner Election and Directing the Recording of a Special Tax Lien; and

4. Waive full reading, read by title only, and introduce the first reading Ordinance 22-04, "An Ordinance of the City Council of the City of Covina, California, Authorizing the Levy of Special Taxes in a Community Facilities District - City of Covina Community Facilities District No. 2022-1 (Stormwater)."
The agenda report was provided by Management Analyst Alana Spector.

There were questions regarding the confirmation of the location of the property, sunset date, Municipal Separate Storm Sewer System (MS4) permit requirement, and the system with filtration.

Mayor Cortez opened the public hearing.

City Clerk Walczak confirmed that she is in possession of the proof of publication for the hearing.

There were no protests, comments, or questions from the public, therefore Mayor Cortez closed the public hearing.

City Clerk Walczak confirmed that there is one landowner within the proposed Community Facilities District (CFD) and that since no written protests had been received a majority protest does not exist.

A motion was made by Mayor Pro Tem Allen, seconded by Councilmember Marquez, to adopt Resolution CC 2022-33 establishing the formation of a Community Facilities District.

Motion approved by roll call vote for Resolution CC 2022-33 as follows:

AYES: LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: KING
A motion was made by Councilmember Marquez, seconded by Mayor Pro Tem Allen to adopt Resolution CC 2022-34 Calling a Special Election for a Community Facilities District.

Motion approved by roll call vote for Resolution CC 2022-34 as follows:

AYES: LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: KING
DRAFT
COUNCIL/CSA/CPFA/CHA MINUTES Page 6 of 7 Tuesday, April 5, 2022 A motion was made by Councilmember Linares, seconded by Councilmember Marquez, to adopt Resolution CC 2022-35 Declaring Results of a Special Landowner Election and Directing the Recording of a Special Tax Lien
Motion approved by roll call vote for Resolution CC 2022-35 as follows:

AYES: LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: KING
A motion was made by Councilmember Marquez, seconded by Mayor Pro Tem Allen, to waive full reading, read by title only, and introduce the first reading Ordinance 22-04, "An Ordinance of the City Council of the City of Covina, California, Authorizing the Levy of Special Taxes in a Community Facilities District - City of Covina Community Facilities District No. 2022-1 (Stormwater)."
Motion approved by roll call vote for the introduction of Ordinance 22-04 as follows:

AYES: LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: KING
City Attorney Lee read the title of Ordinance 22-04 into record.

CONTINUED BUSINESS – None.

NEW BUSINESS
NB 1. Ordinance 22-03, Approving an Urgency Ordinance Establishing Regulations Pertaining to Two-unit Residential Developments and Urban Lot Splits in Single Family Residential Zones
A brief overview regarding Senate Bill (SB) 9 was provided by Community Development Director Lee. The agenda report and PowerPoint presentation were provided by Community Development Consultant Nancy Fong.

There were questions regarding an earthquake fault zone, local historical districts, lot size split, and consequence if not approved.

Mayor Pro Tem Allen commented on his disappointment with these types of bills that diminish local control.

There were no public comments.

A motion was made by Councilmember Marquez, seconded by Mayor Pro Tem Allen, for staff to adopt, read by title only, and waive further reading of Urgency Ordinance 22-03, entitled, "An Urgency Ordinance of the City Council of the City of Covina, California, Establishing Regulations DRAFT
COUNCIL/CSA/CPFA/CHA MINUTES Page 7 of 7 Tuesday, April 5, 2022 Pertaining to Two-unit Residential Developments and Urban Lot Splits in Single Family Residential Zones and Declaring the Urgency Thereof."
Motion approved by roll call vote for New Business NB 1 as follows:

AYES: LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: KING

ADJOURNMENT
At 8:25 p.m., the Covina City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Covina Housing Authority was adjourned to its next regular meeting of the Council/Agency/Authority scheduled for Tuesday, April 19, 2022, at 6:30 p.m. for closed session and 7:30 p.m. for open session inside the Council Chamber at City Hall, located at 125 East College Street, Covina, California, 91723.

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 3
Meeting: CC Regular Meeting - Apr 19 2022
Title: Payment of Demands
Presented By: Geoffrey Cobbett, City Treasurer
Anita Agramonte, Administrative Services Director
Recommendation: Approve Payment of Demands in the amount of $3,625,632.85 EXECUTIVE SUMMARY / BACKROUND:

Attached is a list of warrants and demands which are being presented for approval and are summarized as follows:

Accounts Payable Warrants March 11, 2022 - March 31, 2022 CITY checks/EFTs $ 1,859,523.01
CITY payroll $ 1,736,485.77
CITY voids $ (190.00)
Worker's Comp $ 19,334.21
$ 3,615,152.99
SACRA checks/EFTs $ 566.67
SACRA payroll $ 9,913.19
$ 10,479.86
TOTAL checks/EFTs $3,625,632.85
DISCUSSION:

The attached reports have been reviewed by the City Treasurer and by the Administrative Services Director.

FISCAL IMPACT:

Sufficient funding is available and the related costs are included in the Fiscal Year 21/22 Adopted Budget.

ATTACHMENTS:

Attachment A - Check Register March 11, 2022 - March 31, 2022 Respectfully submitted,

CITY OF COVINA
Check Register
Mar 11, 2022 - Mar 31, 2022
Check # Check Date Vendor Name Amount
5774 03/17/2022 4160 ICMA RETIREMENT TRUST-IRA 30.00
5775 03/17/2022 1405 ICMA RETIREMENT TRUST-457 5,730.43 5776 03/17/2022 4003 MidAmerica 1,906.32
5777 03/17/2022 2033 NATIONWIDE RETIREMENT SOLUTIONS 13,834.00 5778 02/04/2022 283 BANK OF THE WEST 16,048.97
5779 03/07/2022 283 BANK OF THE WEST 20,688.63
5780 03/31/2022 1405 ICMA RETIREMENT TRUST-457 187.81
5781 03/31/2022 4003 MidAmerica 1,895.60
20505 03/17/2022 788 COVINA, CITY OF 43,692.79
20506 03/17/2022 789 COVINA-FSA, CITY OF 715.40
20507 03/17/2022 1247 GREAT WEST LIFE & ANNUITY 4,042.00 20509 03/31/2022 788 COVINA, CITY OF 44,479.05
subtotal EFT/wires/direct deposits $153,251.00
110230 03/16/2022 4188 ACCO ENGINEERED SYSTEMS 2,638.59 110231 03/16/2022 30 ACE PELIZON PLUMBING INC 308.00
110232 03/16/2022 4983 Ad Valorem Records,Inc. 7,157.39 110233 03/16/2022 85 AJAX SIGN GRAPHICS INC 89.30
110234 03/16/2022 158 AMERICAN TRAFFIC SOLUTIONS 16,185.00 110235 03/16/2022 160 AMERICAN WEST COAST SECURITY 25.00 110236 03/16/2022 219 AT&T 70.26
110237 03/16/2022 219 AT&T 72.83
110238 03/16/2022 219 AT&T 49.39
110239 03/16/2022 254 AZUSA LIGHT & WATER 205.74
110240 03/16/2022 255 AZUSA PLUMBING & HEATNG SUPPLY 167.16 110241 03/16/2022 304 BAXTER'S FRAME WORKS 103.44
110242 03/16/2022 4643 Bear Electrical Solutions, Inc. 34,560.33 110243 03/16/2022 437 BURRO CANYON ENT INC 20.00
110244 03/16/2022 4438 CALIFORNIA COMPUTER SCHOOLS, INC 105.00 110245 03/16/2022 493 CWE 9,807.50
110246 03/16/2022 536 CARQUEST AUTO PARTS 12.15
110247 03/16/2022 568 CAT SPECIALTIES INC 234.12
110248 03/16/2022 572 CATHOLIC CHARITIES OF LOS ANGELES 11,543.00 110249 03/16/2022 576 CB RANCH ENTERPRISES 800.00
110250 03/16/2022 649 CINTAS CORP #693 280.46
110251 03/16/2022 654 CITRUS CAR WASH 126.00
110252 03/16/2022 5099 CliftonLarsonAllen LLP 6,440.00
110253 03/16/2022 700 COLLEY FORD 195.52
110254 03/16/2022 4352 COLLIERS INTERNATIONAL VALUATION & ADVISORY 7,000.00 110255 03/16/2022 4927 Contemporary Services Corporation 13,591.25 110256 03/16/2022 749 THE COUNSELING TEAM 710.00
110257 03/16/2022 766 COVINA DISPOSAL CO 15,676.07
110258 03/16/2022 771 COVINA IRRIGATING CO 191,583.95
110259 03/16/2022 783 CITY OF COVINA WATER 219.78
110260 03/16/2022 5139 Crown Castle Fiber LLC 925.00
110261 03/16/2022 3839 DOANE AND HARTWIG WATER SYSTEMS, INC. 723.75 110262 03/16/2022 912 DISCOUNT SCHOOL SUPPLY 140.47
110263 03/16/2022 927 DOOLEY ENTERPRISES INC 8,501.48
110264 03/16/2022 947 DUNN EDWARDS CORP 139.58
110265 03/16/2022 970 EDISON CO 38,276.68

Page 2 of 9 ends

CITY OF COVINA
Check Register
Mar 11, 2022 - Mar 31, 2022
Check # Check Date Vendor Name Amount
110266 03/16/2022 5011 Excel Office Services 284.47
110267 03/16/2022 1075 WEX BANK 149.48
110268 03/16/2022 4455 FRONTIER 3,688.02
110269 03/16/2022 1156 THE GAS COMPANY 2,714.63
110270 03/16/2022 1204 GOLDEN STATE WATER COMPANY 109.69 110271 03/16/2022 4432 GONZALEZ GOODALE ARCHITECTS 2,800.00 110272 03/16/2022 1235 GRAINGER 1,016.95
110273 03/16/2022 4766 HASA, INC. 1,286.23
110274 03/16/2022 4676 Hill Brothers Chemical Company 423.55 110275 03/16/2022 1361 HOLLIDAY ROCK CO INC 709.46
110276 03/16/2022 1364 HOME DEPOT CREDIT SERVICES 1,511.92 110277 03/16/2022 1387 HUNTER, JOHN L. 12,220.50
110278 03/16/2022 1463 J.G. TUCKER AND SON 241.55
110279 03/16/2022 3823 JEEPERS CREEPERS EXTERMINATING 198.00 110280 03/16/2022 1505 JOHNNY'S POOL SERVICE 268.97
110281 03/16/2022 1612 LA CNTY DEPT OF PUBLIC WORKS 3,505.17 110282 03/16/2022 1612 LA CNTY DEPT OF PUBLIC WORKS 10,473.47 110283 03/16/2022 1614 LA CNTY FIRE DEPARTMENT 550.00
110284 03/16/2022 1617 LA CNTY REGISTRAR RECORDER 0.00
110285 03/16/2022 1619 LA CNTY SHERIFF'S DEPT 163.03
110286 03/16/2022 1646 LANGUAGE LINE SERVICES INC 256.62 110287 03/16/2022 1663 LAW ENFORCEMENT MEDICAL 1,385.00 110288 03/16/2022 1694 LEWIS ENGRAVING INC 237.04
110289 03/16/2022 1707 LIEBERT CASSIDY WHITMORE 100.00
110290 03/16/2022 1759 LU'S LIGHTHOUSE INC 25.53
110291 03/16/2022 5137 MasterCorp Commercial Services LLC 3,926.67 110292 03/16/2022 1860 SSD SYSTEMS 302.79
110293 03/16/2022 4687 Mighty Oak Technnology 16,667.00 110294 03/16/2022 1933 MISSION LINEN SUPPLY 26.40
110295 03/16/2022 2027 NAPA AUTO PARTS 234.53
110296 03/16/2022 4564 NATIONAL UNION FIRE INSURANCE COMPANY 695.46 110297 03/16/2022 2091 O REILLY AUTO PARTS 576.72
110298 03/16/2022 2101 OCLC 1,534.24
110299 03/16/2022 2104 OFFICE DEPOT 136.64
110300 03/16/2022 99999 ALANA SPECTOR 55.22
110301 03/16/2022 99999 ALEXANDER AW 30.77
110302 03/16/2022 99999 ASHLEY LYONS 109.57
110303 03/16/2022 99999 AZUSA HOUSES PARTNERSHIP 10.35
110304 03/16/2022 99999 BARBARA JACKMAN 110.45
110305 03/16/2022 99999 CAMERON ZAVALA 27.28
110306 03/16/2022 99999 CHERYL POLLOCK 11.14
110307 03/16/2022 99999 EASTLAND ESCROWS 37.92
110308 03/16/2022 99999 ETIC ENGINEERING 87.75
110309 03/16/2022 99999 FAMILY RESTAURANT INC 58.26
110310 03/16/2022 99999 FELIX GOMEZ 65.70
110311 03/16/2022 99999 GREF GG EASTLAND CENTER L.P. 178.48 110312 03/16/2022 99999 HOJUNG SUNG 36.41
110313 03/16/2022 99999 IMALIEL ESCAMILLA 900.00
110314 03/16/2022 99999 INGRID HARDY 53.91

Page 3 of 9 ends

CITY OF COVINA
Check Register
Mar 11, 2022 - Mar 31, 2022
Check # Check Date Vendor Name Amount
110315 03/16/2022 99999 IPERMIT 125.70
110316 03/16/2022 99999 J & L LAUNDRY SERVICES 69.56
110317 03/16/2022 99999 JIE WU 37.24
110318 03/16/2022 99999 JIN YUN ZHANG 14.23
110319 03/16/2022 99999 KELLY JOHNSON 66.97
110320 03/16/2022 99999 MARIA CARLSON 157.39
110321 03/16/2022 99999 MARICAR MAGNO 57.87
110322 03/16/2022 99999 MARICRUZ MARISCAL 163.04
110323 03/16/2022 99999 MARTIAL ART INNOVATIONS 212.30
110324 03/16/2022 99999 MICHAEL HONG 75.83
110325 03/16/2022 99999 NENA CRUZ 100.00
110326 03/16/2022 99999 NICKOLAS REALTY 76.21
110327 03/16/2022 99999 PAMELA DUBOSE 26.45
110328 03/16/2022 99999 PATRICIA GUTIERREZ-BOWERS 52.39 110329 03/16/2022 99999 RON BARTO 231.59
110330 03/16/2022 99999 SANDRA MANSOUR 63.57
110331 03/16/2022 99999 SUNRUN 297.20
110332 03/16/2022 99999 SWAN POOLS 900.00
110333 03/16/2022 99999 VICTOR MONTIEL 26.19
110334 03/16/2022 99999 WEI ZHAO 60.90
110335 03/16/2022 99999 XINRU ZHU 43.47
110336 03/16/2022 2238 PEST OPTIONS INC 360.00
110337 03/16/2022 2309 PROFESSIONAL ACCOUNT MANAGEMENT LLC 2,358.39 110338 03/16/2022 2317 PROSPERO PARK OWNERS ASSOCIATION 4,639.00 110339 03/16/2022 2329 PUENTE READY MIX INC 978.15
110340 03/16/2022 2415 REPUBLIC MASTER CHEFS 221.35
110341 03/16/2022 3796 RICHARDS, WATSON & GERSHON 231.37 110342 03/16/2022 4350 RKA Consulting Group 5,452.50
110343 03/16/2022 2487 RSG, Inc. 661.25
110344 03/16/2022 2510 S & S WORLDWIDE INC 15.85
110345 03/16/2022 2619 SGV EXAMINER 495.00
110346 03/16/2022 2711 SOUTHEAST CONSTRUCTION INC 147.10 110347 03/16/2022 2719 SPARKLETTS 37.87
110348 03/16/2022 4928 Springstead & Associates, Inc. 4,000.00 110349 03/16/2022 2736 STAPLES BUSINESS ADVANTAGE 76.33 110350 03/16/2022 5202 DAVID SMITH 1,680.64
110351 03/16/2022 5045 CONVERSE CONSULTANTS 10,207.50
110352 03/16/2022 3185 TOSHIBA FINANCIAL SERVICES 1,216.30 110353 03/16/2022 2903 TRI-XECUTEX CORP 85.00
110354 03/16/2022 4437 TELEPACIFIC COMMUNICATIONS CO. 2,167.53 110355 03/16/2022 2935 UNDERGROUND SERVICE ALERT 54.42
110356 03/16/2022 4764 UniFirst Corporation 546.56
110357 03/16/2022 4247 UNITED WATER WORKS INC 2,144.14
110358 03/16/2022 3001 VERIZON WIRELESS 3,792.72
110359 03/16/2022 3004 VICTORY EXTERMINATING INC 65.00
110360 03/16/2022 3052 WATERLINE TECHNOLOGIES INC 1,997.95 110361 03/16/2022 4743 TREMCO/WEATHERPROOFING TECHNOLOGIES, INC. 6,050.00 110362 03/16/2022 3070 WEST COAST ARBORISTS INC 25,790.00 110363 03/16/2022 3078 THOMSON REUTERS - WEST 838.76

Page 4 of 9 ends

CITY OF COVINA
Check Register
Mar 11, 2022 - Mar 31, 2022
Check # Check Date Vendor Name Amount
110364 03/16/2022 3134 XEROX CORPORATION 1,490.58
110365 03/16/2022 3137 Y TIRE SALES 857.33
110366 03/17/2022 68 AFLAC ACCT# YQ792 WORLDWIDE HEADQUARTERS 3,918.51 110367 03/17/2022 69 AFSCME District Council 36 676.42
110368 03/17/2022 3846 CLEA 845.25
110369 03/17/2022 775 COVINA POLICE ASSOCIATION 2,850.00 110370 03/17/2022 878 DELTA DENTAL OF CALIFORNIA 8,541.40 110371 03/17/2022 4710 Fidelity Security Life Insurance Company 932.87 110372 03/17/2022 3795 PRE-PAID LEGAL SERVICES, INC 139.48 110373 03/17/2022 2235 PERS LONG TERM CARE PROGRAM 191.04 110374 03/17/2022 4255 RELIASTAR LIFE INSURANCE COMPANY 4,217.04 110375 03/17/2022 3045 WASHINGTON NATIONAL INSURANCE COMPANY 33.38 110376 03/23/2022 4835 ABBA TERMITE & PEST CONTROL, INC 125.00 110377 03/23/2022 37 ACRYLATEX 291.72
110378 03/23/2022 113 ALL CITY MANAGEMENT SVC 18,407.73 110379 03/23/2022 254 AZUSA LIGHT & WATER 2,301.36
110380 03/23/2022 260 B & K ELECTRIC WHOLESALE 259.84
110381 03/23/2022 4279 BOSS JANITORIAL SERVICES 8,277.58 110382 03/23/2022 649 CINTAS CORP #693 560.92
110383 03/23/2022 654 CITRUS CAR WASH 62.97
110384 03/23/2022 696 COLBURN, MICHAEL 304.48
110385 03/23/2022 700 COLLEY FORD 900.14
110386 03/23/2022 703 COMBINED GRAPHICS 1,423.34
110387 03/23/2022 749 THE COUNSELING TEAM 600.00
110388 03/23/2022 3839 DOANE AND HARTWIG WATER SYSTEMS, INC. 383.60 110389 03/23/2022 849 DAPEER ROSENBLIT & LITVAK LLP 70.00 110390 03/23/2022 894 DF POLYGRAPH 175.00
110391 03/23/2022 929 DOSPITAL, DEAN 165.00
110392 03/23/2022 4292 DUDEK 274.73
110393 03/23/2022 947 DUNN EDWARDS CORP 192.95
110394 03/23/2022 4693 DuraTech USA, Inc. 3,455.11
110395 03/23/2022 962 SUPERIOR COURT OF CALIFORNIA, CNTY OF LOS ANGELES 207.00 110396 03/23/2022 962 SUPERIOR COURT OF CALIFORNIA, CNTY OF LOS ANGELES 15,622.50 110397 03/23/2022 970 EDISON CO 2,580.35
110398 03/23/2022 1055 FEDEX 20.41
110399 03/23/2022 1119 UC REGENTS 18,117.00
110400 03/23/2022 4455 FRONTIER 199.04
110401 03/23/2022 1156 THE GAS COMPANY 6,433.93
110402 03/23/2022 4634 Gladwell Govt. Svcs. 250.00
110403 03/23/2022 4883 Glendora Employment Agency, Inc 2,630.00 110404 03/23/2022 4567 Glendora Gardens Nursery 484.98
110405 03/23/2022 3953 GOLDEN METERS SERVICES INC 5,665.75 110406 03/23/2022 1204 GOLDEN STATE WATER COMPANY 72.32 110407 03/23/2022 1235 GRAINGER 248.98
110408 03/23/2022 1241 GRAND PRINTING 454.45
110409 03/23/2022 1277 CYNTHIA ESTRADA HAEBE 1,058.75
110410 03/23/2022 4766 HASA, INC. 1,622.23
110411 03/23/2022 4766 HASA, INC. 1,011.79
110412 03/23/2022 5131 Hazzard Backflow, Inc 4,116.15

Page 5 of 9 ends

CITY OF COVINA
Check Register
Mar 11, 2022 - Mar 31, 2022
Check # Check Date Vendor Name Amount
110413 03/23/2022 4676 Hill Brothers Chemical Company 1,124.42 110414 03/23/2022 1352 HINDERLITER DELLAMAS & ASSOC 2,822.41 110415 03/23/2022 1361 HOLLIDAY ROCK CO INC 940.99
110416 03/23/2022 4925 Humane Society of Pomona Valley, Inc. 22,571.50 110417 03/23/2022 3988 LANDSCAPE WAREHOUSE III 255.52
110418 03/23/2022 3749 JCL BARRICADE COMPANY 3,729.65
110419 03/23/2022 1561 KEYSTONE UNIFORM DEPOT 1,939.25
110420 03/23/2022 1589 KONE PASADENA 274.24
110421 03/23/2022 5178 Kroll Associates, Inc. 6,000.00
110422 03/23/2022 1615 REGIONAL TAP SERVICE CENTER 80.00 110423 03/23/2022 1619 LA CNTY SHERIFF'S DEPT 332.29
110424 03/23/2022 1792 MANNING & MARDER KASS, 15,343.00 110425 03/23/2022 5137 MasterCorp Commercial Services LLC 3,926.67 110426 03/23/2022 1858 MCMASTER CARR SUPPLY CO 68.44
110427 03/23/2022 4833 Michael R. Hillmann 3,835.00
110428 03/23/2022 1924 MILLERS & ISHAMS 131.34
110429 03/23/2022 1933 MISSION LINEN SUPPLY 26.40
110430 03/23/2022 2027 NAPA AUTO PARTS 130.75
110431 03/23/2022 2091 O REILLY AUTO PARTS 79.88
110432 03/23/2022 4824 Occu-Med, Ltd. 1,288.00
110433 03/23/2022 4667 Ocean Blue Environmental Services, Inc. 3,551.75 110434 03/23/2022 2104 OFFICE DEPOT 140.27
110435 03/23/2022 99999 ADRIAN VILLALOBOS 67.36
110436 03/23/2022 99999 ALANA SPECTOR 40.63
110437 03/23/2022 99999 ANNA GARCIA 35.64
110438 03/23/2022 99999 ANNA SILVA 110.00
110439 03/23/2022 99999 BRIAN LEE 49.78
110440 03/23/2022 99999 BRIAN LEE 20.00
110441 03/23/2022 99999 CHARLIE MARTINEZ 45.00
110442 03/23/2022 99999 CHASTITY HITTINGER 45.00
110443 03/23/2022 99999 CITY VENTURES HOMEBUILDING, LLC 14,850.00 110444 03/23/2022 99999 DANIEL FINIGAN 69.21
110445 03/23/2022 99999 DAVID SCOTT MESSENGER 3.00
110446 03/23/2022 99999 DAVID WOLFE 13.00
110447 03/23/2022 99999 DAVID WOLFE 24.38
110448 03/23/2022 99999 DAVID WOLFE 13.00
110449 03/23/2022 99999 EAN HOLDINGS LLC 45.00
110450 03/23/2022 99999 MARTIAL ART INNOVATIONS 80.79
110451 03/23/2022 99999 PATRICIA ZICKEFOOSE 80.00
110452 03/23/2022 99999 SILVIA PATRICIA NAVARRO 13.24
110453 03/23/2022 99999 SNN ENTERPRISES INC 54.81
110454 03/23/2022 99999 THE ENERGUY 0.00
110455 03/23/2022 4688 PCAM, LLC 37,087.63
110456 03/23/2022 2277 POLLARD WATER 1,308.92
110457 03/23/2022 5204 RAFFERTY, SCOTT JOSEPH 34,853.22 110458 03/23/2022 3964 RED WING BUSINESS ADVANTAGE ACCOUNT 300.00 110459 03/23/2022 2407 REGIONAL TAP SERVICE CENTER 494.20 110460 03/23/2022 2415 REPUBLIC MASTER CHEFS 587.45
110461 03/23/2022 3796 RICHARDS, WATSON & GERSHON 8,596.64

Page 6 of 9 ends

CITY OF COVINA
Check Register
Mar 11, 2022 - Mar 31, 2022
Check # Check Date Vendor Name Amount
110462 03/23/2022 2444 RIO HONDO COLLEGE 250.00
110463 03/23/2022 5206 DAVID GUTIERREZ C/O RODRIGUEZ APODACA LAW FIRM LLC 50,000.00 110464 03/23/2022 4704 S & J Supply Company, Inc. 22,924.64 110465 03/23/2022 2711 SOUTHEAST CONSTRUCTION INC 169.56 110466 03/23/2022 2743 STATE CONTROLLER'S OFFICE 3,000.00 110467 03/23/2022 3729 SUNBELT RENTALS INC 328.23
110468 03/23/2022 2855 TIME WARNER CABLE 473.67
110469 03/23/2022 4764 UniFirst Corporation 725.41
110470 03/23/2022 4247 UNITED WATER WORKS INC 2,597.33
110471 03/23/2022 2995 VENTEK INTERNATIONAL 2,258.51
110472 03/23/2022 5081 Veolia ES Technical Solutions, LLC 173.97 110473 03/23/2022 4065 VERIZON BUSINESS SERVICES 807.68 110474 03/23/2022 3004 VICTORY EXTERMINATING INC 65.00
110475 03/23/2022 3023 VULCAN MATERIALS COMPANY 464.88
110476 03/23/2022 3070 WEST COAST ARBORISTS INC 18,380.00 110477 03/23/2022 3117 WONDRIES FLEET GROUP 43,908.20
110478 03/30/2022 4379 789, Inc. 5,376.09
110479 03/30/2022 23 ABORTA BUG INC 125.00
110480 03/30/2022 4188 ACCO ENGINEERED SYSTEMS 2,638.59 110481 03/30/2022 30 ACE PELIZON PLUMBING INC 3,795.00
110482 03/30/2022 4983 Ad Valorem Records,Inc. 2,724.94 110483 03/30/2022 4374 ADMINSURE, INC 6,686.70
110484 03/30/2022 173 ANDY'S WELDING 440.00
110485 03/30/2022 219 AT&T 440.47
110486 03/30/2022 3610 BALLOONS BY JENN 200.00
110487 03/30/2022 333 BERLITZ LANGUAGES, INC. 100.00
110488 03/30/2022 572 CATHOLIC CHARITIES OF LOS ANGELES 10,611.00 110489 03/30/2022 664 CIVILTEC ENGINEERING INC. 195.00
110490 03/30/2022 783 CITY OF COVINA WATER 72.66
110491 03/30/2022 849 DAPEER ROSENBLIT & LITVAK LLP 14,508.47 110492 03/30/2022 4960 Data Ticket, Inc. 288.50
110493 03/30/2022 878 DELTA DENTAL OF CALIFORNIA 122.02 110494 03/30/2022 5084 Dr. Sunshine, LLC 1,050.00
110495 03/30/2022 970 EDISON CO 4,891.82
110496 03/30/2022 5011 Excel Office Services 476.26
110497 03/30/2022 1055 FEDEX 94.43
110498 03/30/2022 4713 Fisher Integrated, Inc. 1,200.00 110499 03/30/2022 1156 THE GAS COMPANY 75.48
110500 03/30/2022 4883 Glendora Employment Agency, Inc 1,967.30 110501 03/30/2022 4432 GONZALEZ GOODALE ARCHITECTS 5,600.00 110502 03/30/2022 1235 GRAINGER 3,417.52
110503 03/30/2022 4979 GRBCON, Inc. 354,911.65
110504 03/30/2022 1275 HAAKER EQUIPMENT CO 14,958.80
110505 03/30/2022 4349 Intelli-Tech 3,973.00
110506 03/30/2022 1437 INTER-CON SECURITY SYSTEMS INC 14,640.28 110507 03/30/2022 4077 INTERWEST CONSULTING GROUP INC 140.00 110508 03/30/2022 1463 J.G. TUCKER AND SON 475.31
110509 03/30/2022 1505 JOHNNY'S POOL SERVICE 330.74
110510 03/30/2022 1694 LEWIS ENGRAVING INC 66.15

Page 7 of 9 ends

CITY OF COVINA
Check Register
Mar 11, 2022 - Mar 31, 2022
Check # Check Date Vendor Name Amount
110511 03/30/2022 1707 LIEBERT CASSIDY WHITMORE 609.00
110512 03/30/2022 1754 LOWE'S COMPANIES INC 451.17
110513 03/30/2022 4587 Lynden J. & Associates, Inc. 1,502.20 110514 03/30/2022 4717 Merchants Landscape Services, Inc. 20,794.38 110515 03/30/2022 4360 MOORE IACOFANO GOLTSMAN, INC. 852.50 110516 03/30/2022 4564 NATIONAL UNION FIRE INSURANCE COMPANY 765.00 110517 03/30/2022 5181 NBS Government Finance Group 7,044.59 110518 03/30/2022 5169 Occupational Health Centers of California 178.00 110519 03/30/2022 99999 ALICE LEUNG 39.55
110520 03/30/2022 99999 ANN SUSAN SCHAACK 67.52
110521 03/30/2022 99999 BOB KERSH 35.96
110522 03/30/2022 99999 BRIAN NECKE 1,270.49
110523 03/30/2022 99999 CHRIS CHAMPION 2,660.00
110524 03/30/2022 99999 CHUMIN KO 41.86
110525 03/30/2022 99999 DANIEL ROSS 43.83
110526 03/30/2022 99999 DON REYNOLDS 78.66
110527 03/30/2022 99999 DORA CHAVEZ 89.82
110528 03/30/2022 99999 EDUARDO ESTRADA 24.05
110529 03/30/2022 99999 ELODIA MATTIE 318.01
110530 03/30/2022 99999 EMILY MESTA 46.30
110531 03/30/2022 99999 EMPIRE CONSTRUCTION 1,350.00
110532 03/30/2022 99999 FABIAN VELEZ 24.45
110533 03/30/2022 99999 GARY MATUS 165.49
110534 03/30/2022 99999 GENI MRAD-YAACOUBIAN 56.43
110535 03/30/2022 99999 HAYDEE GARCIA 37.46
110536 03/30/2022 99999 JAMES WRIGHT 280.69
110537 03/30/2022 99999 JASMINE VERON 51.85
110538 03/30/2022 99999 JONATHAN GOH 60.70
110539 03/30/2022 99999 KATHERINE ZAW 41.35
110540 03/30/2022 99999 KIM FESTA 80.43
110541 03/30/2022 99999 KIMBERLY BYER 60.00
110542 03/30/2022 99999 LAP HOANG 22.83
110543 03/30/2022 99999 MARIA LARIOS 50.22
110544 03/30/2022 99999 MARILYN NERISON 21.81
110545 03/30/2022 99999 MARLON MATEO 45.87
110546 03/30/2022 99999 MARTIN ROOS 23.35
110547 03/30/2022 99999 MELANIE RAMIREZ 23.62
110548 03/30/2022 99999 MICHAEL CIRRITO 47.56
110549 03/30/2022 99999 MICHAEL CIRRITO 47.56
110550 03/30/2022 99999 MICHAEL CIRRITO 49.39
110551 03/30/2022 99999 NICOLE ALVAREZ 48.91
110552 03/30/2022 99999 PAT COLE 69.35
110553 03/30/2022 99999 PERFECT TIME PROPERTY MGMT 37.09 110554 03/30/2022 99999 PLATINUM CONSTRUCTION DESIGN 78.03 110555 03/30/2022 99999 RICHARD MACDONALD 56.71
110556 03/30/2022 99999 RONALD J MC GRATH 137.88
110557 03/30/2022 99999 ROSALIE ESTRADA 61.21
110558 03/30/2022 99999 THE ENERGUY 110.20
110559 03/30/2022 99999 VILLA STELLA LLC 180.63

Page 8 of 9 ends

CITY OF COVINA
Check Register
Mar 11, 2022 - Mar 31, 2022
Check # Check Date Vendor Name Amount
110560 03/30/2022 99999 VU DO 40.92
110561 03/30/2022 99999 XUI LIAN ZHANG 126.19
110562 03/30/2022 99999 YOLANDA HERNANDEZ CAMACHO 16.38 110563 03/30/2022 2134 ORKIN PEST CONTROL 128.00
110564 03/30/2022 2309 PROFESSIONAL ACCOUNT MANAGEMENT LLC 14,712.88 110565 03/30/2022 2345 QUILL 192.30
110566 03/30/2022 3796 RICHARDS, WATSON & GERSHON 30,478.82 110567 03/30/2022 5138 Ricoh USA, Inc. 299.63
110568 03/30/2022 2651 SIGN A RAMA COVINA 117.97
110569 03/30/2022 5109 SITEREP CONSTRUCTION SERVICES, INC. 30,000.00 110570 03/30/2022 5205 ANTHRO INTERNATIONAL 405.30
110571 03/30/2022 5052 SKY JTC CORPORATION 29,193.50
110572 03/30/2022 4389 SOCIAL VOCATIONAL SERVICES, INC. 2,167.00 110573 03/30/2022 2752 STEPHEN DORECK EQUIPMENT RENTALS INC 117,057.10 110574 03/30/2022 4738 Support Solutions, Inc. 4,445.51 110575 03/30/2022 2855 TIME WARNER CABLE 151.91
110576 03/30/2022 2926 TYLER TECHNOLOGIES INC. 5,432.09 110577 03/30/2022 2935 UNDERGROUND SERVICE ALERT 137.05 110578 03/30/2022 3004 VICTORY EXTERMINATING INC 70.00
110579 03/30/2022 3052 WATERLINE TECHNOLOGIES INC 1,518.36 110580 03/30/2022 3070 WEST COAST ARBORISTS INC 14,679.00 110581 03/30/2022 3152 YWCA 2,163.92
110582 03/31/2022 68 AFLAC ACCT# YQ792 WORLDWIDE HEADQUARTERS 181.17 110583 03/31/2022 69 AFSCME District Council 36 21.82
110584 03/31/2022 3846 CLEA 49.00
110585 03/31/2022 775 COVINA POLICE ASSOCIATION 200.00
110586 03/31/2022 878 DELTA DENTAL OF CALIFORNIA 244.04 110587 03/31/2022 4710 Fidelity Security Life Insurance Company 8.62 subtotal checks $ 1,706,838.68
110191 03/09/2022 1617 LA CNTY REGISTRAR RECORDER $ (190.00) voids (prior to current mo.) $ (190.00)
payroll (03/17/22) $ 881,327.74
payroll (03/31/22) $ 865,071.22
workers' compensation $ 19,334.21
TOTAL checks/EFTs $3,625,632.85

Page 9 of 9 ends

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 4
Meeting: CC Regular Meeting - Apr 19 2022
Title: Quarterly Report of the Treasurer to the City Council and Successor Agency to the Covina Redevelopment Agency for the Quarter Ended March 31, 2022 Presented By: Geoffrey Cobbett, City Treasurer
Anita Agramonte, Administrative Services Director
Recommendation: Receive and File.

EXECUTIVE SUMMARY / BACKROUND:

Pursuant to Government Code Section 53600 et seq. and Section 4.0 of the City of Covina’s Investment Policy, the Treasurer is required to render a report to the City Council and City Manager, containing detailed information of all securities, investments and monies of the City. The report shall be submitted on a quarterly basis.

DISCUSSION:

The attached quarterly report for the City and Successor Agency reflects the portfolio balances for the quarter ended March 31, 2022. The report is in conformity with the City’s Investment Policy as well as Government Code 53601. There are sufficient funds to meet the pooled expenditure requirements for all City funds for the next 6 months.

FISCAL IMPACT:

None to receive and file.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

None.

ATTACHMENTS:

Attachment A-City - Quarterly Report of the Treasurer to the City Council for the Quarter Ended March 31, 2022
Attachment A-1-City - Cash and Investment Summary
Attachment A-Agency - Quarterly Report of the Treasurer to the Successor Agency to the Covina Redevelopment Agency March 31 2022
Attachment A-1-Agency - Cash and Investment Summary
Attachment A-2 Total Investment Portfolio as of March 31, 2022 Attachment A-3 Investment Transaction Summary
Attachment A-4 Investment Holdings by Sector
Attachment A-5 Cash and Investements - Three Year Comparison Attachment A-6 - City LAIF Statement
Attachment A-7 - Successor Agency LAIF Statement
Attachment A-8 LAIF Market Valuation for March 31, 2022 Respectfully submitted,

Page 2 of 13 ends

Q UARTERLY REPO RT 0 F 'IHE TREASURER TO THE CITY CO UNC IL FOR IHEQUARTER EVDED MARCH 31, 2022
CASH BALANCE 12/31/2021
RECEIPTS I/l/22—3/31/22
DISBURSEMENTS I/1/22-3/31/22
CASH BALANCE 3/31/2022

ANALYSIS OF CASH AND INVESTMENT BALANCE - BOOK VALUE

INVESTMENT PORTFOLIO

LOCAL AGENCY INVESTMENT FUND

TOTAL INACTIVE PUBLICDEPOSITS

CHECKING AND PETTY CASH BALANCES
Attachment A-2
Attachment A-6
CASH AND INVESTMENT BALANCE 3/31/2022
CASH I-[ELD BY BOND TRUSTEES
-
TOTAL CASH AND INVESTMENT BALANCE 3/31/2022
$68,408,240.87
43,479,215.49
(38.728.797.90)
$73,158,658.46
2l,453,569.83

48.l76,018.06
$69,629,587.89

3.529,070.57
$73,1S8,658.46
2,093,734.56
$75,2S2,393.02
The purpose ofthis report is to provide readers with the overall cash position of the City. There is sufficient investment liquidity to meet the pooled expenditures of all City's funds for the next 6 months.

Respect?illy submitted.
\_, W _
Geo?fey Cobbett
City Treasurer
Attachment A - CITY

Page 3 of 13 ends

BOOK ACQUISITION MATURIT

Y MARKET
TYPE OF INVESTMENT ISSUER VALUE $ DATE DATE VALUE $
Cit
y of Covina:

Drawer & Pett
y Cash
N/A 7,935.49
N/A
N/A 7,935.49
General - Checkin
g Account Bank of the West $2,612,936.78
N/A Deman
d 2,612,936.78
Public A
genc
y Savin
g - Parkin
g Fines Bank of the West 64,130.65
N/A Deman
d 64,130.65
Utilit
y Billin
g Account Bank of the West $123,727.24
N/A Deman
d 123,727.24
Workers' Com
pensation - Checkin
g Account Bank of the West 95,690.61
N/A Deman
d 95,690.61
Pa
yroll - Checkin
g Account Bank of the West $574,141.01
N/A Deman
d 574,141.01
Mone
y Market Bank of the West $28,261.47
N/A Deman
d 28,261.47
AFLAC Flexible S
pendin
g Account Bank of the West 22,247.32
N/A Deman
d 22,247.32
U.S. Bank & STIFEL Investment Portfolio Various Variou 21,453,569.83 s Various 11,275,396.30Local A genc
y Investment Fun
d State of California 48,176,018.06
N/A Deman
d 48,176,018.06
Subtotal (A) $73,158,658.46 $62,980,484.93
Cash Held Under 3rd Part
y Administrator:

TRIP 2017A Covina Wilmin
gton Trust 1,790.04
N/A Deman
d $1,790.04
LA Count
y Loan A
greement U.S. Bank 2,000,067.26
N/A Deman
d $ 2,000,042.61
2021 Taxable Pension Obli
gation Bonds U.S. Bank 3,083.82
N/A Deman
d $3,083.82
2019 Wastewater Refundin
g Bonds U.S. Bank 88,793.44
N/A Deman
d $88,793.44
Subtotal (B) 2,093,709.91 2,093,734.56
TOTAL (A+B) $75,252,393.02 $65,074,194.84
The
purpose of this schedule is to show the total cash and investments held b y the Cit
y of Covina b
y account.

CITY OF COVINA

CASH AND INVESTMENT SUMMARY
FOR THE QUARTER ENDED MARCH 31, 2022
S:\Covina_PVT\Finance_PVT\TREASURER REPORTS\FY 21-22 Treasurer Report\CITY Qrtly Treasurer Report Mar 2022\CITY - QTR-ATTACH A-1 MAR 22 Attachment A-1 CITY

Page 4 of 13 ends

QUARTERLYREPORT OF THE TREASURER TO THE SUCCESSOR AGENCY TO THE COVINA

REDEVELOPMENT AGENCY
FOR THE QUARTERENDED MARCH 31, 2022
CASH BALANCE 12/31/2021 $1,544,861.37
RECEIPTS 1/I/22-3/31/22 1,010,879.23
DISBURSEMENTS 1/l/22-3/3 l/22 (2,000,000.00)
CASH BALANCE 3/31/2022 $555,740.60

ANALYSIS OF CASH AND INVESTMENT BALANCE
CHECKING ACCOUNT 27,612.64
LOCAL AGENCY INVESTMENTFUND Attachment A-7 528,127.96
AVAILABLE CASH BALANCES $555,740.60
CASH AND INVESTMENTS HELD BY BOND TRUSTEES 3.116,438.54 TOTAL CASH & INVESTMENT BALANCE 3/31/2022 $3,672,179.14 The purpose of this report is to provide readers with the overall cash position of the Successor Agency to the Covina Redevelopment Agency (Agency). There is sufficient investment liquidity to meet the pooled expenditures of all Agency's funds for the next 6 months.

Respectfplly submi ed,
p
\
Geoffrey Cob ett
City Treasurer

ATTACHMENT A-AGENCY

Page 5 of 13 ends

BANK ACQUISITION MARKET
TYPE OF INVESTMENT ISSUER VALUE $ DATE DATE VALUE $
Successor Agency to the Covina Redevelopment Agency:Checking Account Bank of the West $27,612.64 N/A Demand 27,612.64Local Agency Investment Fund State of California 528,127.96 Demand 528,127.96 Subtotal (A) $555,740.60 $555,740.60
Cash Held Under 3rd Party Administrator:(1) 2013 Series A Tax Allocation Bonds U.S. Bank* 2,575,063.43 N/A Demand 2,575,063.43 Fiscal Agent: U.S. Bank(2) 2014 Series A Tax Allocation Bonds U.S. Bank* 124,033.05 N/A Demand 124,033.05 Fiscal Agent: U.S. Bank(3) 2004 Series B Tax Allocation Bonds U.S. Bank* 417,342.06 N/A Demand 417,342.06 Fiscal Agent: U.S. Bank Subtotal (B) $3,116,438.54 $3,116,438.54
TOTAL (A+B) $3,672,179.14 $3,672,179.14
The purpose of this schedule is to show the total cash and investments held by the Successor Agency to the Covina Redevelopment Agency by account. * Formerly BNY Mellon

SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY

CASH AND INVESTMENT SUMMARY
FOR THE QUARTER ENDED MARCH 31, 2022
S:\Covina_PVT\Finance_PVT\TREASURER REPORTS\FY 21-22 Treasurer Report\SACRA Qrtly Treasurer Report Mar 2021 ATTACHMENT A-1 AGENCY

Page 6 of 13 ends

Trustee Purch date Dated Qty
Market Price Per
Share
Total Original Cost
Value Total Market Value Coupon CUSIP Maturity Issuer
U.S. Bank 04/08/20 6,100 100.001000 609,097.20 0. 610,006.10 3133ELWD2 4/8/2022 Federal Farm Credit BKs 3750 U.S. Bank 09/12/19 3,550 100.121000 356,234.18 1. 355,429.55 912828WZ9 4/30/2022 US Treasury 6250 U.S. Bank 10/30/19 4,850 100.125000 487,595.51 1. 485,606.25 912828X47 4/30/2022 US Treasury 8750 U.S. Bank 10/30/19 4,850 100.222000 486,250.39 1. 486,076.70 912828XR6 5/31/2022 US Treasury 7500 U.S. Bank 08/28/19 7,750 100.250000 781,629.88 1. 776,937.50 9128286Y1 6/15/2022 US Treasury 7500 U.S. Bank 02/15/19 9,500 100.383000 937,902.34 2. 953,638.50 912828XG0 6/30/2022 US Treasury 1250 U.S. Bank 10/30/19 4,850 100.305000 486,212.50 1. 486,479.25 9128287C8 7/15/2022 US Treasury 7500 U.S. Bank 09/12/19 4,250 100.227000 423,804.69 1. 425,964.75 912828YA2 8/15/2022 US Treasury 5000 U.S. Bank 11/27/19 6,250 100.281000 625,488.28 1. 626,756.25 912828TJ9 8/15/2022 US Treasury 6250 U.S. Bank 11/27/19 6,250 100.383000 629,809.57 1. 627,393.75 912828M49 10/31/2022 US Treasury 8750 U.S. Bank 03/04/20 1,600 99. 988000 162,918.75 1. 159,980.80 912828Z29 1/15/2023 US Treasury 5000 U.S. Bank 08/28/19 7,750 100.172000 783,143.55 1. 776,333.00 912828P38 1/31/2023 US Treasury 6250 U.S. Bank 03/04/20 2,850 99. 816000 289,408.59 1. 284,475.60 912828Z86 2/15/2023 US Treasury 3750 U.S. Bank 02/21/20 5,250 99. 806000 524,034.00 1. 523,981.50 3130AJ7E3 2/17/2023 Federal Home Loan 3750 U.S. Bank 04/21/20 6,100 98. 556000 608,475.00 0. 601,191.60 3137EAEQ8 4/20/2023 FHLMC 3750 U.S. Bank 05/07/20 6,100 98. 445000 609,743.80 0. 600,514.50 3137EAER6 5/5/2023 FHLMC 3750 U.S. Bank 06/09/20 6,000 98. 042000 598,044.00 0. 588,252.00 3133ELG81 6/8/2023 Federal Farm Credit BKs 3000 Stifel 02/02/22 20,000 97. 1, 913000 1, 990,871.52 0. 958,260.00 3133ENLF5 1/18/2024 FEDL Farm Credit Bank Bond 9000 Stifel 02/02/22 10,000 96. 981000 998,647.01 1. 969,810.00 3133ENLU2 1/21/2025 FEDL Farm Credit Bank Bond 3200 Stifel 03/03/22 2,490 98. 210000 248,751.00 1. 244,542.90 538036HW7 2/14/2025 Live Oak Bkg Co 8500 Stifel 03/01/22 2,450 97. 978000 245,000.00 1. 240,046.10 05580AK37 3/4/2025 BMW Bank North America 8000 Stifel 03/01/22 2,450 97. 947000 245,000.00 1. 239,970.15 02589ABP6 3/10/2025 American Express Natl BK 8000 Stifel 02/02/22 10,000 1, 100.301000 1, 041,614.59 2. 003,010.00 3130A6ZQ3 12/12/2025 FEDL Home Loan Bank Bond 6250 Stifel 02/02/22 10,000 95. 493000 996,151.59 1. 954,930.00 3133ENKV1 1/13/2027 FEDL Farm Credit Bank Bond 5000 Stifel 02/01/22 2,450 95. 947000 245,000.00 1. 235,070.15 856285G21 2/9/2027 State Bank of India 7500 Stifel 02/02/22 2,450 95. 678000 245,000.00 1. 234,411.10 70962LBE1 2/18/2027 Pentagon Federal CR UN 7000 Stifel 02/16/22 2,450 97. 965000 245,000.00 2. 240,014.25 795451BH5 2/23/2027 Sallie Mae Bank 2000 Stifel 03/01/22 2,450 97. 258000 245,000.00 2. 238,282.10 07371AZQ9 3/3/2027 Beal Bank 0500 Stifel 03/01/22 2,450 97. 258000 245,000.00 2. 238,282.10 07371CK81 3/3/2027 Beal Bank 0500 Stifel 03/01/22 2,450 97. 240000 245,000.00 2. 238,238.00 58404 0500 DNG2 3/8/2027 Medallion Bank 16, 16,635,827.94 403,884.45
U.S. Bank Securities $ 9, 9,399,792.23 $ 369,017.60
U.S. Bank Mmkt $ 4, 4,327,417.01 $ 327,417.01
U.S. Bank Total Value of Portfolio 13,727,209.24 $ 13, $ 696,434.61 Stifel Securities $ 7, 7,236,035.71 $ 034,866.85
Stifel Cash $ 490,324.88 $ 490,324.88
Stifel Total Value of Portfolio 7,726,360.59 $ 7, $ - 525,191.73 - Total Value of Portfolio 21,453,569.83 $ 21, $ 221,626.34

CITY OF COVINA
U.S. Bank and Stifel
Investment Portfolio as of
March 2022
The purpose is to demonstrate compliance with the city's adopted Investment Policy. This is a required report per Government Code section 53646(b). The investment portfolio as presented is in compliance with the City’s adopted Investment Policy.

S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Quarterly Su Page 7 of 13 mmary\Investment Portfolos\2021-22\March 2022 total investmt portfolio Attachment A-2

Page 8 of 13 ends

U.S. Bank &
Stifel Total
Investment PercentageBook Value
Cash & Money Market 4,817,742 22.46%Federal Home Loan 2,783,867 12.98%Federal Farm Credit 5,192,811 24.20%Certificate of Deposits 2,208,751 10.30%U.S. Treasury 6,450,398 30.07% Total 21,453,570 100.00%
*Average Investment coupon rate: 1.47% (based on weighted average of Original Cost Value)This chart shows the breakdown of the City's investments into the various investment sectors.

CITY OF COVIN
A
Inv estment Holdin
gs b
y Sector

22.46%

12.98%

24.20%

10.30%

30.07%
Holdings by Sector
U.S. Treasury Cash & Money Market Fund
Federal Home Loan
Federal Farm Credit
Certif icates of
Deposit
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Investment Holdings by Sector\21-22\Investment Holdings by Sector - Mar 22 Attachment A-4

Page 9 of 13 ends

Quarter
Ending City Agency*
3/31/2020 53,475,437 4,617,9343/31/2021 58,881,658 4,645,827 3/31/2022. 75,252,393 3,672,179
The purpose of this schedule is to show, for comparison purposes, the total cash and investment values for the last 3 years. *Successor Agency to Covina Redevelopment Agency

CITY OF COVINA AND SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY Cash and Investments Three Year Comparison as of March 31, 2022 $0
$20,000,000$40,000,000$60,000,000$80,000,000
3/31/2020 3/31/2021 3/31/2022.
53,475,437
58,881,658
75,252,393
4,617,934 4,645,827 3,672,179
Quarter Ending March 31
City of Covina & Agency* Total Cash & Investments
Three Year Comparison
CityAgency*
S:\Covina_PVT\Finance_PVT\TREASURER REPORTS\FY 21-22 Treasurer Report\Cash Comparison Mar 22 ATTACHMENT A-5

Page 10 of 13 ends

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Page 12 of 13 ends

Carrying Cost Plus
Description Accrued Interest Purch. Amortized Cost Fair Value Accrued Interest United States Treasury:

Bills $ 46,438,364,881.91 $ 46,462,802,161.83 $ NA 46,366,792,000.00 Notes $ 91,137,412,378.62 $ 91,123,228,383.84 $ 89,180,593,000.00 $ 117,562,034.00 Federal Agency:

SBA $ 329,037,520.12 $ 329,037,520.12 $ 329,497,596.82 $ 138,923.93 MBS-REMICs $ 5,703,902.13 $ 5,703,902.13 $ 5,844,529.41 $ 25,924.77 Debentures $ 8,923,276,985.63 $ 8,922,590,857.86 $ 8,805,155,700.00 $ 8,519,115.80 Debentures FR $ - $ - $ - $ -
Debentures CL $ 700,000,000.00 $ 700,000,000.00 $ 672,254,000.00 $ 905,027.00 Discount Notes $ 24,949,939,687.37 $ 24,960,712,979.03 $ 24,906,670,000.00 NA Supranational Debentures $ 2,065,258,478.33 $ 2,065,258,478.33 $ 2,004,805,500.00 $ 5,592,972.00 Supranational Debentures FR $ - $ - $ - $ -
CDs and YCDs FR $ - $ - $ - $ -
Bank Notes $ - $ - $ -
CDs and YCDs $ 15,335,000,000.00 $ 15,335,000,000.00 $ 15,320,961,230.66 $ 9,972,225.03 Commercial Paper $ 12,697,608,013.77 $ 12,705,537,708.34 $ 12,693,180,684.70 NA Corporate:

Bonds FR $ - $ - $ - $ -
Bonds $ 424,349,911.03 $ 424,107,855.47 $ 409,797,860.00 $ 1,877,396.95 Repurchase Agreements $ - $ - $ - $ -
Reverse Repurchase $ - $ - $ - $ -
Time Deposits $ 4,135,000,000.00 $ 4,135,000,000.00 $ 4,135,000,000.00 NA PMIA & GF Loans $ 756,663,000.00 $ 756,663,000.00 $ 756,663,000.00 NA TOTAL $ 207,897,614,758.91 $ 207,925,642,846.95 $ 205,587,215,101.59 $ 144,593,619.48 Fair Value Including Accrued Interest $ 205,731,808,721.07 Repurchase Agreements, Time Deposits, PMIA & General Fund loans, and Reverse Repurchase agreements are carried at portfolio book value (carrying cost).

The value of each participating dollar equals the fair value divided by the amortized cost (0.988753538).

As an example: if an agency has an account balance of $20,000,000.00, then the agency would report its participation in the LAIF valued at $19,775,070.77 or $20,000,000.00 x 0.988753538.

State of California
Pooled Money Investment Account
Market Valuation
3/31/2022

Page 13 of 13 ends

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 5
Meeting: CC Regular Meeting - Apr 19 2022
Title: Ordinance 22-04 Authorizing the Levy of Special Taxes in a Community Facilities District, Community Facilities District No. 2022-1 (Stormwater) Presented By: Brian K. Lee, AICP, Director of Community Development Recommendation: Adopt on Second Reading Ordinance 22-04, Authorizing the Levy of Special Taxes in a Community Facilities District.

DISCUSSION:

The City has previously used Community Facilities Districts (“CFD”s) to finance specified maintenance and services on improvements related to new development. Tract 83178 (707 N Barranca Ave), consisting of one large lot parcel that will be developed into 151 residential townhomes, will require the City to maintain the offsite stormwater facilities related to this project, which will be installed by the developer. Following the successful formation of CFD No. 2022-1 (Stormwater), funding necessary to maintain the improvements, including longterm capital replacement costs, will come from the special taxes levied on the future residential units within the CFD. The developer has provided funds for the establishment of the CFD.

The property included in the CFD at formation is Tract 83178 (707 N Barranca Ave), consisting of one large lot parcel that will be developed into 151 residential townhomes. The initial maximum special tax rate is $287 per dwelling unit, which will increase annually by 5.0%.

The City Council has previously adopted a Resolution of Intention to Establish the CFD and a Resolution Establishing the CFD (following a noticed public hearing). The City Council has also conducted a Special Election on the CFD—in which the measure was approved by the landowner—and introduced and conducted the first reading of the Ordinance Authorizing the Levy of Special Taxes. The second reading and adoption of the Ordinance Authorizing the Levy of Special Taxes will be the final City Council action on this matter.

FISCAL IMPACT:

Costs associated with the consultant services related to the CFD formation were paid by the developer.The annual levy and collection of special taxes and CFD administration will be charged to the CFD.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

The proposed activity of authorizing the levy of special taxes in a Community Facilities District is exempt from the requirements of California Environmental Quality Act (CEQA) Guidelines. Under State CEQA Guidelines Section 15061 (b) (2) and (3), the general rule exemption, states that an activity is not subject to CEQA where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The proposed activity do not authorize new developments that will create significant environmental impacts, nor does it either directly or indirectly disturb the physical environment. Therefore, no environmental review is required pursuant to CEQA.

ATTACHMENTS:

Attachment A - Ordinance 22-04 Authorizing the Levy of Special Taxes CFD 2022-1 (Stormwater) Respectfully submitted,

Page 2 of 5 ends

ORDINANCE 22-04

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COVINA,

CALIFORNIA, AUTHORIZING THE LEVY OF SPECIAL TAXES IN A

COMMUNITY FACILITIES DISTRICT

CITY OF COVINA
COMMUNITY FACILITIES DISTRICT NO. 2022-1
(STORMWATER)
WHEREAS, this City Council of the City of Covina (the “City Council”) on March 1, 2022, adopted Resolution CC 2022-20 entitled “A Resolution of the City Council of City of Covina, Declaring its Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes” (the “Resolution of Intention”) has conducted proceedings (the “Proceedings”) to establish the City of Covina Community Facilities District No. 2022-1 (Stormwater) (the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following, California Government Code; hereafter referred to as the “Act”) provide for the costs of operating and maintaining stormwater and appurtenant facilities (the “Services) as provided in the Act; and WHEREAS, the Resolution of Intention called for a public hearing to be held on April 5, 2022, and as part of the Proceedings, the City Council held a public hearing under the Act relative to the determination to proceed with the formation of the District and the rate and method of apportionment of the special tax (the “Special Tax”) to be levied within the District to finance the Services and at such hearing all persons desiring to be heard on all matters pertaining to the formation of the District and the levy of the Special Tax were heard, substantial evidence was presented and considered by this City Council and a full and fair hearing was held; and WHEREAS, upon the conclusion of the hearing, this City Council adopted a resolution entitled “A Resolution of the City Council of City of Covina, Establishing the Formation of a Community Facilities District” (the “Resolution of Formation”), whereby the City Council (i) established the District, (ii) authorized the levy of the Special Tax within the District, and (iii) preliminarily established an appropriations limit for the District, all pursuant to the Act; and WHEREAS, on April 5, 2022, a special election was held among the landowner voters within the District at which the landowner voters approved the proposition relating to the levy of Special Taxes within the District and the establishment of an appropriations limit for the District by the two-thirds vote required by the Act, which approval has been confirmed by resolution of this City Council; and
WHEREAS, the City Council ordered the recordation with the County Recorder of the County of Los Angeles of a Notice of Special Tax Lien (the “Notice”).

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Recitals. The foregoing recitals are true and correct.

SECTION 2. By the passage of this Ordinance, the City Council hereby authorizes and

Page 3 of 5 ends

Ordinance 22-04 Page 2 of 3
levies the Special Tax within the District pursuant to the Act, at the rate and in accordance with the rate and method of apportionment of Special Tax set forth in the Resolution of Formation, which rate and method is by this reference incorporated herein. The Special Tax is hereby levied commencing in fiscal year 2022/23 and in each fiscal year thereafter to pay for the Services for the District and all costs of administering the District, as contemplated by the Resolution of Formation and the Proceedings.

SECTION 3. The City council is hereby further authorized each year, by resolution adopted as provided in Section 53340 of the Act, to determine the specific Special Tax to be levied for the next ensuing fiscal year for each parcel of real property within the District, in the manner and as provided in the Resolution of Formation.

SECTION 4. Exemptions from the levy of the Special Tax shall be as provided in the Resolution of Formation and the applicable provisions of the Act. In no event shall the Special Tax be levied on any parcel within the District in excess of the maximum Special Tax specified in the Resolution of Formation.

SECTION 5. All of the collections of the Special Tax shall be used as provided in the Act and in the Resolution of Formation, including, but not limited to, the payment of the costs of the Services, the payment of the costs of the City of Covina in administering the District, and the costs of collecting and administering the Special Tax.

SECTION 6. The Special Tax shall be collected in the same manner as ordinary ad valorem taxes are collected and shall have the same lien priority, and be subject to the same penalties and the same procedure and sale in cases of delinquency as provided for ad valorem taxes; provided, however, that the City Council may provide for other appropriate methods of collection by resolution(s) of the City Council. The Director of Finance of the City of Covina is hereby authorized and directed to provide all necessary information to the auditor/tax collector of the County of Los Angeles in order to effect proper billing and collection of the Special Tax, so that the Special Tax shall be included on the secured property tax roll of the County of Los Angeles for fiscal year 2022/23 and for each fiscal year thereafter until no longer required to pay for the Services or until otherwise terminated by the City of Covina.

SECTION 7. If for any reason any portion of this ordinance is found to be invalid, or if the Special Tax is found inapplicable to any particular parcel within the District, by a court of competent jurisdiction, the balance of this ordinance and the application of the Special Tax to the remaining parcels within the District shall not be affected.

SECTION 8. The Mayor shall sign this Ordinance and the City Clerk shall cause the same to be published immediately after its passage at least once in a newspaper of general circulation.

SECTION 9. This Ordinance shall take effect 30 days from the date of final passage.

SECTION 10. The City Clerk shall certify to the passage and adoption of this Ordinance; shall enter the same in the book of original ordinances of said City; shall make a written record of the passage and adoption thereof in the minutes of the proceedings of the City Council at which the same is passed and adopted; and shall publish notice of adoption in the manner required by law.

Page 4 of 5 ends

Ordinance 22-04 Page 3 of 3
PASSED, APPROVED and ADOPTED this 19th day of April, 2022.

City Council of Covina, California
BY:

PATRICIA CORTEZ, Mayor
ATTEST:

GEORGIANNA NICOLE ALVAREZ
Chief Deputy City Clerk
APPROVED AS TO FORM:

____________________________________
CANDICE K. LEE, City Attorney

CERTIFICATION
I, Georgianna Nicole Alvarez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Ordinance 22-04 was introduced for first reading at a regular meeting on the 5th day of April, 2022.

Thereafter, said Ordinance was duly approved and adopted at a regular meeting of said City Council on the 19th day of April, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dated:
______________________________________

GEORGIANNA NICOLE ALVAREZ
Chief Deputy City Clerk

Page 5 of 5 ends

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 6
Meeting: CC Regular Meeting - Apr 19 2022
Title: City of Covina Draft Child Care Pilot Program and Business Capital Assistance Programs Presented By: Brian K. Lee, AICP, Director of Community Development Recommendation: Receive and file the draft program documents and information, and work through the City Attorney's office to finalize program compliance with the American Rescue Plan of 2021 (ARPA) funding requirements.

EXECUTIVE SUMMARY / BACKROUND:

On March 11, 2021, President Biden signed into law The American Rescue Plan of 2021 (ARPA). Included in this bill was $130.2 billion for local governments to provide area-specific assistance to respond to and mitigate the negative effects of the COVID-19 pandemic on their communities. Of this, the City of Covina will receive approximately $11,351,049 in total. On August 17, 2021, the Covina City Council adopted Resolution CC 2021- 99, accepting the ARPA funding allotment and appropriating the first tranche of funds towards a wide range of local programs & services.

At the direction of Council, staff have since designed four programs to provide direct assistance to businesses and households. The first of these programs, the Business License and Fee Forgiveness Program, was presented to Council on December 21, 2021, and is currently beginning implementation. The three additional programs for review tonight are the Child Care Pilot Program, Existing Business Working Capital Assistance Program, and New Business Working Capital Assistance Program. An overview of both the Existing and New Business Working Capital Assistance Programs can be found as Attachment B.

DISCUSSION:

Child Care Pilot Program Overview:

On average, working families in the U.S. with children under the age of five spend nearly 10% of their income on child care. As such, the City is aware that a major deterrent for parents returning to work or pursuing additional education is the high cost of child care. The Covina Child Care Pilot Program (Attachment A) is designed to subsidize the cost of child care to income-qualified families living in the City of Covina. Eligible families will demonstrate a financial need for a child care subsidy so that all household guardians may have the opportunity to either pursue higher education, expand their work hours to provide additional financial support to their household, or stabilize their household income and savings. It is estimated that approximately 17 children will be able to receive a 12-month subsidy over the life of the program.

For participating families, this program will cover 80% of monthly childcare costs, up to $1,200 per child and up to two children per family. For example, if one month of child care is $1,500 total, the City will pay 80% of this cost, which is $1,200. Payments will be made directly by the City to the eligible childcare provider. Parents will maintain responsibility for funding all remaining childcare costs. Eligible families will be able to receive the subsidy for 12 continuous months. Enrolled families will be required to recertify each month that they are working full time, or in school full time. Program pre-applications will be advertised soon, dependent on when program staffing and confirmed ARPA compliance are obtained.

Existing Business Working Capital Assistance Program:

Due to the safer at home emergency public health order in response to the Coronavirus pandemic, many nonessential local businesses have experienced a negative economic impact. In the State of California, as of June 2021, total small business revenue decreased by 43.4% compared to January 2020. The City is committed to continuing to provide assistance to local businesses that have been impacted by COVID-19 by providing working capital assistance for existing businesses.

The purpose of the Existing Business Working Capital Assistance Program (Attachment C) is to allow for local businesses to expand business operations and/or revitalize an existing business. Businesses interested in this program must have a commercial storefront, and been operational by June 30, 2020. Qualifying businesses can use funds for business operations and improvements in response to the COVID-19 pandemic. Examples of eligible funding include; payment of outstanding business expenses, physical store improvements, and upgrades to machinery, equipment, furniture, and fixtures. This funding will not cover employee payroll. There is $250,000 available in grant funding, with a maximum of $25,000 allotted per business. It is estimated that ten businesses will be served through this program. Funding will be provided in the form of a reimbursable grant. Eligible businesses will need to demonstrate a financial loss due to COVID-19, by certifying that revenue has declined by 25% or more since the start of the pandemic in March 2020. Program pre-applications will be advertised soon, dependent on when program staffing and confirmed ARPA compliance are obtained.

New Business Working Capital Assistance Program:

Similar to the previously described program, the New Business Working Capital Assistance Program (Attachment D) is designed to mitigate the negative financial impact of COVID-19 on property and small business owners in the City. This program will provide financial assistance to businesses to make improvements or help with startup costs in order to initiate business activities at a vacant location that was closed as a result of COVID-19. The purpose of this program is to allow for local businesses to expand or establish business operations and/or revitalize an existing business that was established after July 1, 2020 or later.

Businesses interested in this program must have a commercial storefront. Examples of eligible funding include; payment of licenses and permits, physical store improvements, advertising, and upgrades to machinery, equipment, furniture, and fixtures. This funding will not cover employee payroll. There is $200,000 available in grant funding, with a maximum of $10,000 allotted per business. It is estimated that twenty businesses will be served through this program. Funding will be provided in the form of a reimbursable grant. Eligible businesses will need their property owner to complete a justification statement form to explain how their property has been impacted by COVID-19. This includes vacancies due to tenants closing their operations, or difficulty filling empty storefronts due to the pandemic. Program pre-applications will be advertised soon, dependent on when program staffing and confirmed ARPA compliance are obtained.

FISCAL IMPACT:

ARPA funding for these programs was appropriated in Resolution CC 2021-99. There is no impact to the General Fund.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

N/A.

Page 2 of 60 ends

ATTACHMENTS:

Attachment A - Draft Child Care Pilot Program
Attachment B - Draft Overview of Business Working Capital Assistance Programs Attachment C - Draft Existing Business Working Capital Assistance Program Attachment D - Draft New Business Working Capital Assistance Program Respectfully submitted,

Page 3 of 60 ends

ATTACHMENT A

Page 4 of 60 ends

CITY OF COVINA

CHILD CARE PILOT PROGRAM

FOR MORE INFORMATION VISIT
COVINACA.GOV/CHILDCARE

PROGRAM PURPOSE
Guardians will be
required to work
or be in school fulltime
Must live within
City limits
Funds will be paid directly to
qualified child care center of
parent's choice
Gross household income
must be at or below 80% of
LA County Area Median
Income
www.covinaca,gov/childcare
[email protected]
626-384-5xxx
Do you need help paying for child care?
Eligible City of Covina families can receive up to
$1,200 per month to subsidize the cost of child care!
This program will subsidize the cost of child
care to income-qualified families living in the
City of Covina. Eligible families will
demonstrate a financial need for a childcare
subsidy so that all household guardians can
either pursue higher education full-time,
expand their work hours to full-time, or
stabilize their household income and savings if
already working or attending school full-time.

Up to $1,200 will be awarded per month per
child for a 12 month period.

Page 5 of 60 ends

1 City of Covina
Childcare Subsidy Pilot Program
Program Background & Overview

Funding Background:

On March 11, 2021, President Biden signed into law The American Rescue Plan of 2021 (ARPA).

Included in this bill is $130.2 billion for local governments to provide area-specific assistance to respond to and mitigate the negative effects of the COVID-19 Pandemic on their communities.

Of this, the City of Covina will receive approximately $11,351,049 in total, of which $5,675,000 has been received thus far.

On July 6, 2021, the Covina City Council adopted Resolution CC 2021-99, accepting the ARPA funding allotment and appropriating the first tranche of funds towards a wide range of local programs & services, including grant programs to support households and businesses.

Program Purpose & Description:

One such program activity approved by the Covina City Council is a childcare assistance program.

On average, working families in the U.S. with children under the age of five spend nearly 10% of their income on childcare.1 As such, the City is aware that a major deterrent for parents returning to work or pursuing additional education is the high cost of childcare.

This program will subsidize the cost of childcare to income-qualified families living in the City of Covina. Eligible families will demonstrate a financial need for a childcare subsidy so that all household parents may have the opportunity to either pursue higher education, expand their work hours to provide additional financial support to their household, or stabilize their household income and savings. It is estimated that approximately 17 children will be able to receive a 12-month subsidy over the life of the program.

The purpose of this program is to allow all household parents to advance their current or future financial standing by either working additional hours that would not be possible without

1 Progress, C. f. (2019, June 20). Working Families Are Spending Big Money on Child Care. Retrieved from americanprogress.org: https://www.americanprogress.org/issues/earlychildhood/reports/2019/06/20/471141/working-families-spending-big-money-child-care/

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2 childcare, by attending an accredited school or vocational program on a full-time basis to prepare for a more lucrative career, or by lessening the financial burden that a family currently has by paying for childcare.

General Program Guidelines:

School-aged children (classified as those age five (5) or greater on or before September 1 of the school year) must be enrolled and attending a school registered with the National Center for Education Statistics through the U.S. Department of Education (Search For Schools and Colleges (ed.gov). If a child turns age five during the program period, they will be required to enter school at the beginning of the next school year if they are still to receive program funding for that period. Children up through age 12 are eligible to receive childcare through this program. This program funding is not intended to replace any available public schooling; rather, funding may be used for before & after school care for school-aged children, and for full-time childcare costs for those children not yet old enough for public school. Funding may be used for full-time childcare for school aged children during the summer vacation period.

Eligible childcare centers will need to provide a W-9 and CA 590 form, and be willing to accept payment from the City. The childcare center must be licensed with the State of California Department of Social Services. This may be determined by asking the facility for their nine-digit facility number, and checking that the facility matches the facility number provided on the state website: https://www.ccld.dss.ca.gov/carefacilitysearch/ . Applicants who are currently receiving other forms of childcare vouchers are not eligible for this program.

For the purposes of this program, parent means a biological parent, adoptive parent, stepparent, foster parent, caretaker relative, legal guardian, or domestic partner who has responsibility for the care and welfare of the child. Applicant(s) must have primary physical custody of the child they are requesting a subsidy for. All parents/guardians in the household will be required to provide proof of full-time work or the equivalent (i.e. two jobs totaling 40+ hours per week), or full-time school enrollment throughout the program. As an example, if a child is in a two-parent household, each parent must be either working full-time, or attending school fulltime. For those enrolling in school, proof of “C” or better grades will be required. Program participants who are unable to meet these requirements will be disenrolled from the program.

Income qualification for this program will be based on gross income as filed in the parents’ 2021 state and federal tax returns, and based on the most recently available income limits. All family members will be responsible for submitting documentation to prove program qualifications,

Page 7 of 60 ends

3 such as income and household composition. Gross income must be at or below 80% area median income for Los Angeles County for the most recently available year, currently 2021, in accordance with the chart below.

This description of program requirements is not fully inclusive, and is subject to change as program feedback is received. All interested parents are encouraged to complete a preapplication by XXXXXXX. It is anticipated that a lottery will be held to determine those who will receive a full application. A wait-list will be maintained to pull from for additional applicants should any of the original lottery picks not qualify for the program, or should future funding become available. Applicants chosen to move forward with the subsidy will have three months from date of acceptance to obtain full-time or full-time equivalent employment, provide proof of current full-time employment, or enroll in eligible full-time education. The subsidy will only begin once the parents have begun the previously described school or employment.

If the City, County, State, or Federal Government determines that the applicant family income information is not accurate, is over HUD’s income limits, is not eligible to receive funds per the program guidelines, or is disqualified from receiving federal assistance, all program services will cease immediately and any allocated funds will be due and payable immediately. Child care is a contract between the applicant/participant and provider. Any disputes arising or liability resulting from the participant-provider contract shall not involve the City of Covina in any way.

Acceptance of grant funds by the applicant does not guarantee continued grant fund disbursement if the applicant is found to be in violation of any portion of the grant agreement.

If your family is in interested in the City of Covina’s Child Care Subsidy Pilot Program, please complete the pre-application on our website, at covinaca.gov/childcaregrant. There is no cost to apply. Paper pre-applications are available upon request. Please direct any questions to the contact information below.

City of Covina Community Development Department
125 E. College Street, Covina, CA 91723
(626) 384-5xxx
Attention: Child Care Subsidy Pilot Program
e-mail [email protected]

Page 8 of 60 ends

4 Child Care Subsidy Pilot Program Guidelines
Information and Evaluation Standards
Please read this document carefully to determine if you will be eligible to move forward in the Child Care Subsidy Pilot Program should your pre-application be selected. Applicants who submit documentation that is misleading and/or false will be ineligible to move forward, and applicants who receive grant funds on the basis of false information will be required to pay back all grant funds, and may face further penalties.

Program Objectives
The Child Care Subsidy Pilot Program (Program) encourages:
• Upward mobility through higher education;
• Income stabilization and generation through reduction of child care costs and ability to obtain more gainful employment;
• Early education access for children, and promotion of high-quality child development; • Economic recovery from the COVID-19 Pandemic through increased access to highquality child care and ability to obtain or regain more gainful employment; • Encouraging families to save funds no longer spent on child care for greater economic stability and growth;
• Financial support of existing child care businesses;
• Relief of negative impact of the COVID-19 Pandemic.

Income Criteria
For the purposes of determining family size, family is defined as all persons who are related by blood, marriage, adoption, or guardianship, who live in the same housing unit. Family annual income is defined as the total gross amount of income received from all sources by all adult individuals of the family, residing in the same household, who have earned or received income during the 12-month period prior to their application.
** As an example, a mother, step-father, 20-year-old child, 4-year-old child, and grandparent who live in the same home would qualify as a family of 5. Income would be required to be

Page 9 of 60 ends

5 reported for all individuals except the 4-year-old child. According to the chart below, the gross income of this family cannot exceed $102,200 as reported in their 2021 tax filings. • The family must have a low- or moderate-income (LMI) --less than or equal to 80% of the Los Angeles County Area Median Income--as follows:
2021 Los Angeles County Income Limits – 80% of Area Median Income Number of Persons in Family _____
1 2 3 4 5 6 7
$66,250 $75,700 $85,150 $94,600 $102,200 $109,750 $117,350 Please note that applicants who move forward in the program will be required to provide documentation to support their income claims for all family members in the home who are 18 and older. This includes but is not limited to tax returns, pay stubs, and bank records for all accounts.

Application Limits
For participating families, this program will cover 80% of monthly childcare costs, up to $1,200 per child and up to two children per family. Each interested family should submit one preapplication per child they are requesting a child care subsidy for. For example, if a family has three-year old twins and would like a child care subsidy for each, they should submit two separate pre-applications, which will be chosen and evaluated separately.

Eligible Families
To be eligible for this program, families must meet the following minimum criteria:

1. Reside within the City of Covina (cannot live in Charter Oak, or any other unincorporated area)

2. Meet required income limits

3. Must not be receiving any other child care subsidies from any other agency

4. Applicant(s) for this program must have primary physical custody of the child they are requesting a subsidy for

5. Must not be a City of Covina employee

6. Understand that all parents/guardians in the family home will be required to work full time or attend school full time and provide prompt monthly reports supporting these requirements to receive grant funds
School Enrollment
School-aged children (classified as those age five (5) or greater on or before September 1 of the school year) must be enrolled and attending a school registered with the National Center for Education Statistics through the U.S. Department of Education (Search For Schools and Colleges (ed.gov). If a child turns age five during the program period, they will be required to enter school

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6 at the beginning of the next school year if they are still to receive program funding for that period. Children up through age 12 are eligible to receive childcare through this program. This program funding is not intended to replace any available public schooling; rather, funding may be used for before & after school care for school-aged children, and for full-time childcare costs for those children not yet old enough for public school. Funding may be used for full-time childcare for school aged children during the summer vacation period.

Arms-Length Transactions
Grant may not be used to support costs for services or goods going to, or coming from, a person or entity with a real or apparent conflict of interest. All transactions must be Arm's-length Transactions.

Grant Disbursement
For participating families, this program will cover 80% of monthly childcare costs, up to $1,200 per child and up to two children per family. For example, if one month of childcare is $1,500 total, the City will pay 80% of this cost, which is $1,200. Payments will be made directly by the City to the eligible childcare provider. Parents will maintain responsibility for funding all remaining childcare costs. Eligible families will be able to receive the subsidy for 12 continuous months.

Parental School or Work Requirement
When COVID-19 forced the shutdown of most in-person schools and child care centers, many parents were forced to choose between gainful employment and childcare. The goal of this program is to allow parents to recover from negative COVID-19 economic impacts by providing them the opportunity to not worry about the cost of childcare while they take steps to improve their financial position. Parents can qualify for this in three ways:

1. Parents who already work full time will qualify for this program if receiving a child care subsidy will improve their ability to save or better use their discretionary income.

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7 2. Parents who do not already work full time must obtain full time employment in order to receive the subsidy.

3. Parents who enroll in an accredited college or full-time skilled labor training (i.e. to become an electrician).

Eligible families will demonstrate a financial need for a childcare subsidy so that all household parents may have the opportunity to either pursue higher education, expand their work hours to provide additional financial support to their household, or stabilize their household income and savings. It is estimated that approximately 17 children will be able to receive a 12-month subsidy over the life of the program.

The purpose of this program is to allow all household parents to advance their current or future financial standing by either working additional hours that would not be possible without childcare, by attending an accredited school or vocational program on a full-time basis to prepare for a more lucrative career, or by lessening the financial burden that a family currently has by paying for childcare.

Monthly Submission Providing Proof of School or Work
The following will be required monthly submissions from the parents/guardians of the child who live in the household. If a parent/guardian is not working or in school full time when they enter into their grant agreement, they will be required to provide monthly proof that they are actively seeking to obtain full time equivalent work or school enrollment. Program participants will have three months from the date of signing their grant agreement to begin full time work or school, unless previously agreed upon with their case worker.

If Receiving Childcare Subsidy While Working Full Time:
- Required to submit paystubs showing proof of full-time work over the last month.

If Receiving Childcare Subsidy While in School Full Time:
- Upon enrollment, will be required to show proof of full-time enrollment status.

Whenever grades are published (by assignment, quarterly, semester, etc.), the applicant will be required to show that all classes are being passed with a “C” or better.

Grantees who fail to produce the required monthly documentation in a timely fashion, or who do not continue to meet the requirements of the program will be disenrolled from the program and no longer eligible to receive grant funding. Any continuing financial obligations of the child care center are the sole responsibility of the child’s parents/guardians.

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8 Application & Award Process

Application and Award Process
Step 1. Pre-Applications will be accepted to determine eligibility for the lottery. After the PreApplications are made available, they will be accepted until xxxx, or until 80 preapplications have been received, whichever is first. In the public lottery, the first twenty names will be pulled, and then forty back-up names will be pulled.

Step 2. You will be contacted by a City representative within 5 days of the lottery.

Step 3. After the lottery is conducted, successful applicants will be required to submit complete applications with all documentation within three (3) weeks of notification of eligibility by the City. Please see below for a list of required documents.

Step 4. City will begin the underwriting process. Applications and complete documentation must be submitted. Only applications that are complete, with all of the required documentation, will be reviewed and underwritten. Incomplete applications will be rejected.

Step 5. Upon approval of your application, you will review and sign the grant agreement and all other pertinent documents.

Step 6. In order to receive the subsidy, parents/guardians will be required to provide proof that they have full-time employment, have obtained full-time employment, or are enrolled full-time in school. From the date of signing the grant agreement, participants will have three months to provide the required proof of work or school and enrollment in a child care center. Participants unable to meet this requirement will be disenrolled from the program, unless otherwise decided with their case worker (i.e. college semester starts on a later date).

Step 7. Child care center will be required to submit CA 590 and W-9. Subsidy is then able to be issued monthly.

Step 8. Monthly proof of work and school must be submitted each of the 12 months of the subsidy.

Required Documents
If selected to move forward via the lottery, applications will be required to submit the following documents to move forward. Do not submit these documents with your initial pre-application.

For Family Income Application and Documentation
Co-applicants are all persons 18 and over in the household. Provide the following documentation/information for all persons 18 and over in the family, and additional documents as required below for those under 18:
a) Complete application, and the following additional documents;

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9 b) Current pay stubs covering most recent 90-day period; c) Award letters for Social Security income, Disability income, child support, pension income, and all other income sources;
d) Most recent three months bank statement, all accounts and pages; e) Most recent 401k/ 403B /IRA statements;
f) 2021 W-2 or 1099s – all employers;
g) 2021 federal tax return – all schedules, signed and dated; h) Proof of custody arrangement, if applicable;
i) Birth certificate or legal document proving age of child receiving subsidy; j) Driver License;
k) Specialty items (if applicable)
If receiving unemployment or other government subsidy, household member must provide unemployment verification (EDD printout) and SSI printout. If in school, household member must submit current school transcripts.

Agreements
You will be required to sign binding agreements including but not limited to; funding use, truthfulness of your application and personal information, and indemnification.

Monitoring
All records will be kept for five years past the end of the compliance period, and information provided is subject to the California Public Records Act Requests. Additional information may be requested as required by other government agencies.

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This pilot program will provide a 12-month subsidy for child care to eligible City of Covina families. It is estimated that approximately 17 children will be served through this program. Children ages infant through 4 years old are eligible to receive a subsidy for full-time childcare; children ages 5 through 12 must be enrolled in school and are eligible to receive funding for before, after, and summer childcare.

The purpose of this program is to allow all household guardians to advance their current or future financial standing by either working additional hours that would not be possible without child care, by attending an accredited school or vocational program on a full-time basis to prepare for a more lucrative career, or by lessening the financial burden that a household currently has by paying for child care.

Minimum Applicant Qualifications:
• Children and guardians must reside in the City of Covina. • Both guardians must either work full time or be enrolled in school full time during the program. • Guardians must be income qualified by earning gross income of at or below 80% of the 2021 Los Angeles Area Median Income (see chart below) upon program entrance. • Children ages infant through 4 years old are eligible to receive a subsidy for full-time child care; children ages 5 through 12 must be enrolled in school and are eligible to receive funding for before and after school care (full-time for summer months).
• Must attend a childcare center licensed with the State of California Department of Social Services.

Award Information:
• Funding will cover 80% of monthly child care costs, up to $1,200 per child, and up to two children per household. For example, if one month of childcare for one child is $1,500 total, the City will pay 80% of this cost, which is $1,200. This will be paid directly to the child care center. • All additional costs related to childcare will be the responsibility of the guardians. • Eligible families will be able to receive the subsidy for 12 continuous months. • Guardians will be required to provide proof throughout the program of full-time employment and/or full-time school enrollment with grades of “C” or better.

To Apply:
• Complete a pre-application- if requesting a subsidy for more than one child, please submit one pre-application for each child. Pre-applications will be evaluated separately. • If more than 17 children are applied for, a lottery will be held to determine those who will receive a full application and move forward in the award process. A wait-list of pre-applicants will be maintained to use should any of the original lottery picks not qualify for the program, or should future funding become available.

City of Covina
Child Care Subsidy Pilot Program Summary

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The Childcare Subsidy Pilot Program provides financial assistance to income-eligible households in the City of Covina to assist with the cost of childcare. This program is funded through federal programming via The American Rescue Plan of 2021.

Childcare subsidy grants are payments made on behalf of an income-eligible household to a childcare center, up to $1,200 per month per child, for a maximum period of 12 months. Eligible families will demonstrate a financial need for a childcare subsidy so that all household guardians may have the opportunity to either pursue higher education, expand their work hours to provide additional financial support to their household, or stabilize their household income and savings. It is estimated that approximately 17 children will be able to receive a 12-month subsidy over the life of the program.

PROGRAM ELIGIBILITY
Eligible households must meet all of the following criteria:

1. Residents located in the eligible areas of the City of Covina.

2. Annual household income does not exceed the U.S. Department of Housing and Urban Development (HUD) established "Moderate-Income" limits. Household income eligibility is based on the following two (2) factors:
a. The total number of persons residing in the household; and b. The total amount of the gross annual household income.

3. Impacted during the COVID-19 pandemic period beginning March 27, 2020 to present, especially in the areas of childcare, familial workforce development, and negative financial impact.

4. Household may not be receiving any other child care subsidies from any other agency.

5. Applicant(s) must have primary physical custody of the child receiving the subsidy.

6. Participants must not be City of Covina employees.

7. Children attending child care with this subsidy must not be eligible for public school as a school-aged child. If a child is school-aged, they must attend school full time, and may only use this subsidy to cover before or after school care. Funding is eligible to be used over any school vacations, such as summer break. Children over the age of 12 are not eligible for this program.

8. All parents/guardians in the household will be required to work full time or attend school full time and provide prompt monthly reports supporting these requirements in order to continue to receive grant funds.

Please see program guidelines for further information.

Questions?
Please visit our website at www.covinaca.gov/childcaregrant Please direct additional questions to [email protected] or (626) 384-5xxx

CITY OF COVINA
Childcare Subsidy Pilot Program

PRELIMINARY APPLICATION

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INSTRUCTIONS: This is a written statement documenting the Annual Income, the number of beneficiary members in the family or household, and relevant characteristics of each member for the purposes of income determination.

To complete this statement, fill in the blank fields below using information from the attached Individual Annual Income Self‐Certification Form complete and signed by EACH HOUSEHOLD MEMBER AGE 18 OR OLDER. The applicants should be the parent(s)/guardian(s) who reside in the same household as the child. All applicants 18 or older must then sign this statement to certify that the information is complete and accurate and that source documentation will be provided upon request.

If you would like to apply for two qualified children, you must submit two separate pre-applications.

Each pre-application will be reviewed and chosen independently in the lottery. Please indicate which child you are applying for under “Name of Child Requesting Subsidy”.

PLEASE NOTE THAT THIS IS A PRELIMINARY APPLICATION. SELECTED PREAPPLICANTS WILL BE INVITED TO MOVE FORWARD IN THE APPLICATION PROCESS.

SELECTED APPLICANTS WILL HAVE TWENTY-ONE (21) CALENDAR DAYS TO SUBMIT

A COMPLETE APPLICATION AND REQUIRED DOCUMENTATION FOR CITY VERIFICATION OF THE APPLICATION PACKAGE.

Name of Applicant (Self):

Name of Child Requesting Subsidy:

Birthdate of Child:

Home Address: City:

Telephone: State: Zip Code:

Other Phone: Email:

Relation to Child Requesting Subsidy: Are you this child’s legal guardian? Y □ N □ Do you share physical custody of this child?
Y □ N □
If yes, do you have primary physical custody?
Y □ N □
School/Work Status:
□ Currently working full-time (40+ hours per week)
□ Not working full-time, will obtain full-time work if receiving subsidy □ Not working full-time, will enroll in school full-time if receiving subsidy □ Already in school full-time, will continue to be in school full-time □ Other - Describe: ______________________________________________________________________

Name of Second Applicant (Other parent/guardian in household, if applicable):

Home Address: City:

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Telephone: State: Zip Code:

Other Phone: Email:

Relation to Child Requesting Subsidy: Are you this child’s legal guardian? Y □ N □ School/Work Status:
□ Currently working full-time (40+ hours per week)
□ Not working full-time, will obtain full-time work if receiving subsidy □ Not working full-time, will enroll in school full-time if receiving subsidy □ Already in school full-time, will continue to be in school full-time □ Other - Describe: ______________________________________________________________________ Please describe how COVID-19 affected your and your family’s finances, career, and/or school opportunities. Please detail what a 12-month child care subsidy would allow you & your co-applicant (if applicable) to focus on and accomplish if awarded.

Household Member Income Information: Please list all other household members, including those under 18, and the child you are applying for.

Name (First, Middle &
Last)
Relationship
to Head of
Household:

Date of Birth
(MM/DD/YYYY)
Age Fulltime
Student
Yes/No
Source of Income Annual
Gross
Income
Self
Second
Applicant
Annual gross income (total of all members) = $ _____
Annual income is defined as the total gross amount of income received from all sources by adult individuals of the household who have earned or received income during the most recent 12-month period. Additional information on household income is provided in TYPES OF HOUSEHOLD INCOME section below. Please note all household members 18 and older will be required to submit paystubs, their 2021 tax return, and additional documents to prove their income if chosen in the lottery.

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To determine program eligibility, all sources of annual income for each household member over the age of 18 and the exact amounts earned from each income source must be accurately documented.

The primary applicant(s) are also required to certify by signature that the information provided regarding household members is correct.

Eligible households must be below the income limits for confirmed household size.

Household Gross Annual Income Limits
Number of Persons 80% AMI Income Limit
1 $66,250
2 $75,700
3 $85,150
4 $94,600
5 $102,200
6 $109,750
7 $117,350
8 $124,900
I certify that this information is complete and accurate. I agree to provide, upon request, documentation on all income sources to the City of Covina Child Care Pilot Program Administrators.

Applicant (Parent/Guardian 1)
Signature Printed Name Date
Second Applicant (Parent/Guardian 2, if applicable)
Signature Printed Name Date
Any Additional Household Members 18 or Over
Signature Printed Name Date
Signature Printed Name Date
Signature Printed Name Date
Signature Printed Name Date
WARNING: The information provided on this form is subject to verification by relevant government agencies, and Title 18, Section 1001 of the U.S. Code states that a person is guilty of a felony and assistance can be terminated for knowingly and willingly making a false or fraudulent statement to a department of the United States Government.

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ATTACHMENT B

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City of Covina
Business Working Capital Assistance Program Overview
In response to the COVID‐19 pandemic, the Business Capital Improvement Program will provide capital to new and existing businesses within the City of Covina to assist in recovering from the impacts of COVID‐

19. $450,000 is available for distribution. Businesses will be eligible to receive $10,000‐$25,000 each, and it is expected that 30 businesses will receive program funding. Program recipients must meet eligibility requirements as indicated in the program Description and Guidelines. Funding may not be spent on employee payroll costs.

Business Eligibility Criteria:
 Eligible businesses can utilize funding for business capital improvement as listed but not limited to:
 Payment of outstanding business expenses
 Entitlement applications and related expenses
 Expanding an outdoor area
 Physical store improvements
 Machinery, equipment, furniture and fixtures
 Permit fees
 The business must have experienced a loss of income due to Covid‐19, by certifying that revenue has declined by 25% or more as a result of Covid‐19;
 The business must provide documentation to help verify the economic hardship suffered as a result of Covid‐19, including tax returns, financial statements, gross receipts and other financial data;
 The business will need to provide a W‐9 and CA 590 form, and be willing to accept payment from the City;
 Only one (1) application per business will be considered. Owners of multiple businesses may only submit one (1) application for one (1) of their businesses that is located within the City.  Eligible Business Types include but are not limited to:
 Restaurants, coffee shops, bakeries, cafés, gastropubs, etc.  Salons, barbers, and other grooming businesses
 Gyms, day spas, and fitness studios
 Retail and Commercial stores (such as consumer goods, electronics and appliances, health and sporting goods, furniture, clothing and shoes, kitchen equipment, books and entertainment stores, music and audio/visual equipment, etc.
 Watch the City website, www.covinaca.gov for application release and deadline notification.

A lottery system may be used to determine final applicants.  For more information, please e‐mail [email protected] or call Alice Leung at (626) 384‐5509.

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City of Covina
Business Capital
Assistance Program
Costs related to
business start-up
or expansion
Purchasing furniture,
fixtures, machinery,
and equipment
Non-construction
physical store
improvements such
as signage, lighting,
and decoration
ELIGIBILITY:

Business must have experienced a loss of income due to COVID-19 and must provide documentation to verify economic hardship as a result of COVID-19.

For more information on the program and eligibility, please visit our website www.covinaca.gov/.

APPLY ONLINE at [interest pre-application link here] or contact [community resource specialist name, at phone # or email businesscapita[email protected]] This program provides financial assistance to local
businesses within the City of Covina that have been
negatively impacted by the COVID-19 pandemic or
have opened a new business at a vacant location that
was closed as a result of COVID-19 pandemic.

Qualifying businesses will be eligible to receive up to $25,000 for business capital improvements.

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CITY OF COVINA
Business Working Capital Assistance Program Pre-application

PLEASE CHECK BOX THAT BEST APPLYS TO YOUR BUSINESS:
☐ EXISTING BUSINESS ESTABLISHED NO LATER THAN JUNE 30, 2020. ☐ NEW BUSINESS ESTABLISHED AFTER JULY 1, 2020.

APPLICANT INFORMATION:

Applicant Full Legal Name (First, Middle, Last): ___________________________________________________ Business Position Title: ___________________________ Email Address: _______________________________ Mobile Phone: ___________________________ Date of Business Established in Covina: _________________ Full Legal name of Company: __________________________________________________________________ Business Address: ___________________________________________________________________________ City: _____________________________________ State: ____________ Zip Code: _______________________ Business Phone: ____________________________ Business License #:________________________________ Federal Employer Identification Number (FEIN): ______________________ # of Business Owners: _________ BUSINESS CLASSIFICATION
 Restaurants, coffee shops, bakeries, cafes, gastropubs, etc.  Salons, barbers, and other grooming businesses
 Gyms, day spas, and fitness studios
 Retail and Commercial stores such as consumer goods, electronics and appliances, health and sporting goods, furniture, clothing and shoes, kitchen equipment, books and entertainment stores, music and audio/visual equipment, etc.
 Franchisee owned restaurants
 Other (please specify): _____________________________________________________________________ VERIFICATION QUESTIONS:

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1. Do you have a current commercial lease for this business? ☐ Yes ☐ No

2. Is the Business or any owner of the Business presently suspended, debarred, proposed for debarment, declared ineligible, voluntarily excluded from participation in this transaction by any Federal department or agency, or presently involved in any bankruptcy?
☐ Yes ☐ No

3. Has COVID‐19 affected your business? (For new business, please check n/a.) ☐ Yes ☐ No ☐ n/a

4. Has the business ever been subjected to criminal or civil fines and penalties including city code violations and regulatory violations and penalties? Yes No ☐ Yes ☐ No
CERTIFICATION OF APPLICANT:

I hereby certify that I have read and understand the Guidelines to the City of Covina Existing Business Working Capital Assistance Program.

I hereby certify that the information I have provided in this pre‐application is true and accurate. I understand that my having provided any false information will result in my application being canceled or denied. I understand that I will be required to verify the information I have provided here, and will be required to complete a full application if approved for the next stage in the application process.

Print Name: __________________________________________
Signature: ____________________________________________ Date: ________________

FOR OFFICE STAFF USE ONLY:

Qualify to advance to lottery: ☐ Yes ☐ No
Disqualified: ☐ Yes ☐ No
If yes, provide justification:

REVIEWED BY:

Print Name: __________________________________________
Signature: ____________________________________________ Date: ________________

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ATTACHMENT C

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City of Covina
Existing Business Working Capital Assistance Program
Program Description & Guideline
Executive Summary:

This Program is designed to provide financial assistance to existing local businesses that have been negatively impacted by the COVID‐19 pandemic.

Funding Background:

On March 11, 2021, President Biden signed into law The American Rescue Plan of 2021 (ARPA).

Included in this bill is $130.2 billion for local governments to provide area‐specific assistance to respond to and mitigate the negative effects of the COVID‐19 Pandemic on their communities.

Of this, the City of Covina will receive approximately $11,351,049 in total, of which $5,675,000 has been received thus far.

On July 6, 2021, the Covina City Council adopted Resolution CC 2021‐99, accepting the ARPA funding allotment and appropriating the first tranche of funds towards a wide range of local programs & services, including grant programs to support households and businesses.

Program Purpose & Description:

The Covina City Council approved the Business Working Capital Assistance Program as one of the proposed programs for the ARPA funding. Due to the safer at home emergency public health order in response to the Coronavirus pandemic, many non‐essential local businesses have experienced a negative economic impact. In the State of California, as of June 2021, total small business revenue decreased by 43.4% compared to January 2020.1 The City is committed to

1 *Change in net business revenue for small businesses, indexed to January 4‐31 2000 and seasonally adjusted. This series is based on date from Womply. Retrieved from source: Opporutnity insights from tracktherecovery.org.

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continuing to provide assistance to local businesses that have been impacted by COVID‐19 by providing working capital assistance for existing businesses.

The purpose of this program is to allow for local businesses to expand business operations and/or revitalize an existing business. Qualifying business can use funds for business operations and improvements in response to the COVID‐19 pandemic. This funding will not cover employee payroll. There is $250,000 available in grant funding, with a maximum of $25,000 allotted per business. It is estimated that ten businesses will be served through this program. Funding will be provided in the form of a reimbursable grant. In certain cases, payment exceptions can be made depending on the individual business need and financial stability, and will be determined by City Staff.

The business will need to create a priority list of what projects they are requesting to use the funds for, and provide a cost estimate for each line item. The City will review applications for eligibility. Depending on program popularity, a lottery may be held to determine which businesses will move forward. Eligible businesses will then complete a full application and subsequent grant agreement, and work with the City if necessary to decide on which requested items will be funded. This will be based on funding availability, and eligibility of proposed expenses. It is possible, depending on the funding request(s), that funds will not be available for all capital expenses requested. Be aware that costs incurred before documents are signed are not eligible for reimbursement under the program. After the grant agreement has been fully executed, the business will have up to 3 months to submit proof of eligible expenditures and provide all required documents. Eligible expenditures will require three (3) formal written estimates/proposals for all purchases (Include Davis‐Bacon wage rates, if applicable) along with proof of expenditures. If documentation of expenditures is not provided within this time period, application and request for funds will not be considered complete and not considered for funding.

Eligible businesses will need to demonstrate a financial loss due to COVID‐19, by certifying that revenue has declined by 25% or more since the start of the pandemic in March 2020. Only one (1) application per business will be considered. Owners of multiple businesses may only submit one (1) application for one (1) of their business located within the City. Businesses must have a commercial storefront, and must have employees. Persons who are independent contractors are not eligible for this program.

Please keep in mind that City Staff cannot give tax advice. Therefore, in order to determine if all or part of the grant is taxable please consult your tax advisor.

General Program Eligibility Criteria:
 Eligible businesses can use funds for business capital as listed but are not limited to:
 Payment of outstanding business
expenses

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 CUP application
 Expand patio area
 Physical store improvements
 Machinery, equipment, furniture and
fixtures
 Permit fees
 Eligible Business Types include but are not limited to:
 Restaurants, coffee shops, bakeries, cafés, gastropubs, etc.  Salons, barbers, and other grooming businesses
 Gyms, day spas, and fitness studios
 Retail and Commercial stores (such as consumer goods, electronics and appliances, health and sporting goods, furniture, clothing and shoes, kitchen equipment, books and entertainment stores, music and audio/visual equipment, etc.)
 Franchisee owned restaurants
 For‐profit businesses that have been negatively impacted by the Covid‐19 pandemic and will make their best effort to continue to establish their business operations and employee base.
 Businesses considered to be “nonessential” in the Covid‐19 crisis and businesses which provide personal services.
 Must have or obtain a DUNS number
 Eligible business will need to provide proof that business was established no later than June 30, 2020.
 Eligible businesses will need to provide copy of their active business license in the City of Covina.
 Eligible business must not have any unresolved code violations.  The business must not be delinquent on any existing debt obligations to the U.S government (no past defaults).
 Business must meet all State and local building and zoning codes.  Building must directly front/face a public right‐of‐way.  The business must submit a statement explaining/identifying the negative economic impact the business endured during the COVID‐19 pandemic period including information about closure and reduction in revenue.
 The business must provide documentation to verify financial impact the on business as a result of the Covid‐19, which includes but is not limited to the following:
a. 2020 and 2021 business tax returns of applicant(s) or Form 990s b. Last two (2) months of business and personal bank statements

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c. Fiscal year‐end business financial statements within 60 days of the application date: Cash Flow, Profit & Loss Statement, Balance Sheet, Statement of Changes in Equity
d. Copies of DE9 and DE9C filed with the State of California for the quarter ending October 1, 2021 or January 1, 2022, whichever is more recent. e. Gross receipts and other financial data.
 The business will provide a copy of their current lease agreement/mortgage statement for the commercial space their business occupies.
 The business will need to provide a W‐9 and CA 590 form, and be willing to accept payment from the City.
 The business must provide copies of their official filing with the California Secretary of State, if applicable, or local municipality for the business such as one of the following:

Articles of Incorporation, Certificate of Organization, Fictitious Name of Registration or Government‐Issued Business License.
 All business owners with a 20% or greater ownership will need to submit a copy of an acceptable form of government issued identification.
 Business will need to provide proof of insurance.
 The business will need to provide a business plan that includes a budget, initial start‐up costs, fixed costs, variable costs, and critical/optional expenses, and profit margins. Please refer to Attachment A for Business Plan Outline.
 Personal federal tax returns for the prior three years to include all supporting schedules and statements, for each business owner
 Current personal financial statement for each business owner  Fiscal year end business financial statements for prior three years (if available)  Interim business financial statement within 60 days of application date  All business owners with a 20% or greater ownership must submit federal tax returns for the prior three years to include all supporting schedules and statements (if available)  A completed application form.

Ineligible Businesses:

 Businesses not visible from the public right‐of‐way or publicly owned space  Home‐based businesses
 Independent contractors (i.e., consignment booths, salon chairs, etc.)  Any national chain that is not locally franchised
 Massage parlors and bail bond services
 Corporate‐owned fast‐food restaurants (franchisees are eligible)  Check cashing, bars, liquor stores, smoke/cannabis shops, firearms retailers, pawnshops

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 Non‐profit organizations
 Real estate salespersons
 Financial businesses primarily engaged in the business of lending, such as banks, finance companies
 Passive businesses owned by developers and landlords that do not operate an active business or occupy the assets acquired, improved, or operated with the grant proceeds (except Eligible Passive Companies under § 120.111)
 Life insurance companies
 Businesses located in a foreign country (businesses in the U.S. owned by aliens may qualify)
 Pyramid sale distribution plans. (i.e. Amway, Herbalife, Mary Kay)  Businesses deriving more than one‐third of gross annual revenue from legal gambling activities
 Businesses engaged in any illegal activity
 Private clubs and businesses which limit the number of memberships for reasons other than capacity
 Government‐owned entities (except for businesses owned or controlled by a Native American tribe)
 Businesses principally engaged in teaching, instructing, counseling or indoctrinating religion or religious beliefs, whether in a religious or secular setting  Loan packagers earning more than one‐third of their gross annual revenue from packaging SBA loans
 Businesses with an Associate who is incarcerated, on probation, on parole, or has been indicted for a felony or a crime of moral turpitude
 Businesses in which the participating city or any of its Associates owns an equity interest  Multi‐national or publicly traded businesses are not eligible for this program  Adult businesses which:
 Present live performances of a prurient sexual nature; or  Derive directly or indirectly more than de minimis gross revenue through the sale of products or services, or the presentation of any depictions or displays, of a prurient sexual nature
 Business or owner listed on the Federal Excluded Parties List (EPLS) maintained on www.sam.gov
 Business that does not have an active business license showing the business address is located in the participating city
Monitoring:

All records must be kept for five years past the end of the compliance period.

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Labor Standards:

If the project includes construction, rehabilitation and/or machinery installation Federal Labor Standards may apply. This includes the Davis‐Bacon Act which requires that workers doing rehabilitation and/or installation receive no less than the prevailing wage as determined by the Act’s guidelines. Also, additional regulations may apply.

Procurement/Documentation:

Supporting documentation of use of funds on eligible expenses such as rent receipts, invoices, cancelled checks showing proof of payment for eligible capital will be required to receive grant.

Time Period:

Application processing takes approximately xxx months from the time all applications are received.

Application and Award Process:

Step 1. Pre‐Applications will be accepted and depending on popularity, a lottery will be held. Pre‐Applications are made available and will be accepted until (day of week), (month/date/year) at X:XX p.m., or until 25 pre‐applications have been received, whichever is first. In the lottery, the first ten names pulled will be invited to complete a full application and move forward in the evaluation process. 15 back up names will be chosen and will be contacted if any of the original ten are no longer qualified for the program.

Step 2. You will be contacted by a City representative within 5 days of the lottery.

Step 3. After the lottery is conducted, successful applicants will be invited to complete a full application with all documentation within two (2) weeks of notification of eligibility by the City. If application and all documentation is not completed and return to the City within (2) weeks of notification of eligibility by the City, applicant will be disqualified and the next pre‐application will be reviewed.

Please see page 1 of application for documents required.

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Step 4. City will begin the underwriting process. Only applications that are complete, with all the required documentation, will be reviewed and underwritten.

Incomplete applications will be rejected.

Step 5. Upon approval of your application, Program staff shall schedule an appointment with each qualified Applicant to review program and documentation requirements. Applicant will review and sign the grant agreement and all other pertinent documents.

Step 6. Fund disbursement. The approximate processing time between a completed application (including all required documentation) and fund disbursement is 3 weeks.

Step 7. Documentation of expenditure. Business will be required to provide documentation of how the funds were spent, within two (3) months of receipt of City grant funds. This could be provided in the form of cancelled checks, receipts, or a bank statement highlighting the uses if a debit system of payment is used. If documentation of expenditure is not provided, funds must be returned to the City.

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ATTACHMENT A
Business Plan Outline

1. Description of Business 6. Management and Personnel  Name and location
 Legal structure
 Principal owners
 Nature of the business
 History of the business
 Franchise: include Franchise Agreement
with FTC Disclosure
 Management expertise
 Key personnel (position, qualifications)
 Professional services
 Present and future manpower
requirements
 Personnel breakdown‐skill levels, hours,
wage rates, unionization, etc.

2. Product or Service 7. Benefits to the Community
 Describe product line(s) or types(s) of
service
 Describe materials and supply sources
 Methods of production
 Quality and cost of production or service
 Job created/retained
 Building rehabilitation
 Meeting community needs
 Increase community tax base

3. Market Information 8. Summary of Future Plans
 Market area and trends
 Customers and potential new customers
 Competition, names, locations and size
 Advantage of your product/service over
others
 Short range and long range
 Expansion
 Relocation
 Three years of projections (first year
broken down by month)

4. Advertising
 Methods of advertising and promotion
 Sales methods
 Pricing policy
 Customer service
Note: the business plan is an important
component to your loan package. It will show
how well your proposal has been thought out.

One paragraph for each number item is
sufficient. An overall length of 2‐5 pages is
adequate

5. Facilities
 Location
 Size and zoning
 Age and condition
 Expansion opportunities

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CITY OF COVINA
Existing Business Working Capital Assistance Program
Program Application
To complete the application, the applicant must submit a completed and signed application with required supporting documentation by 5:00 p.m. on Tuesday, (month, date) 2022. Please call (Program manager name) at (phone #) for further information or email (email address). When complete, please return a hard‐copy application and attachments to:

Attention: Alice Leung
City of Covina
125 E College Street
Covina, CA 91723
DOCUMENTS REQUIRED:
☐ 1. Documents that demonstrate revenue has declined by 25% or more since the start of the pandemic in March 2020.
☐ a. 2020 and 2021 business tax returns of applicant(s) or Form 990s. ☐ b. Fiscal year‐end business financial statements within 60 days of the application date: Cash Flow, Profit & Loss Statement, Balance Sheet, Statement of Changes in Equity. ☐ c. Last two (2) months of business and personal bank statements. ☐ d. Copies of DE9 and DE9C filed with the State of California for the quarter ending October 1, 2021 or January 1, 2022, whichever is more recent.
☐ e. Gross receipts and other financial data.
☐ 2. Copy of current Covina Business License.
☐ 3. Copy(ies) of applicant(s) social security card(s) and government‐issued photo identification(s) for all principals/owners. (Examples of government‐issued photo identification include: Driver’s license with a photograph, State identification card with a photograph, Immigration and Naturalization Service documents – must contain a photograph, Military identification with a photograph, Alien Registration Card with a photograph, Valid passport, or Citizenship papers with photograph.) ☐ 4. Organizational documents such as fictitious business statements, articles of incorporation, operating agreements, etc.
• For corporations: copy of recorded Articles of Incorporation and Bylaws. • For partnerships (general or limited): copy of Partnership Agreement and GP‐1 or LP‐1. • For LLCs: copy of recorded Articles of Organization and Operating Agreement. • For sole proprietorships: recorded Fictitious Name filing, if available. • If a trust is involved: Trust Agreement and names of trustees and signers. ☐ 5. Copy of Business DUNS documentation. Provide printout(s) demonstrating that business has or applied for a DUNS Number If you do not have a DUNS number, go to Click here. (Note: Sole Proprietorships are exempt from this requirement.). The business DUNS Number must be provided in order to receive the grant award, except for sole proprietorships. Sole proprietorships are exempt from this requirement. (Please see next page for more documents required.)

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☐ 6. Review, complete and sign the Small Business Grant Agreement. ☐ 7. A completed W‐9 and CA590 forms.
☐ 8. Proof of business established no later than June 30, 2020. (i.e. Business License or rent agreement?). ☐ 9. A copy of current lease on business premises including assessor’s parcel number. ☐ 10. A copy of the business insurance.
☐ 11. A Business Plan Outline (Please see pg 8 for more details.). ☐ 12. Three (3) bids for all expenditure requests will be required once requests have been approved.

APPLICANT INFORMATION:

Applicant Full Legal Name (First, Middle, Last): ____________________________________________________ Business Position Title: ___________________________ Email Address: ________________________________ Mailing Address: ____________________________________________________________________________ City: ____________________________________ State: _________________ Zip Code: ____________________ Mobile Phone: ___________________________ Other Phone: _______________________________________ BUSINESS INFORMATION:

Full Legal name of Company: __________________________________________________________________ Business Address: ___________________________________________________________________________ City: _____________________________________ State: _________________ Zip Code: __________________ Business Phone: _________________________
LIST ALL BUSINESS OWENERS:

Name (First, Middle, Last) Position Title: % of Ownership:

BUSINESS LEASE INFORMATION:

Do you have a current lease on business premises? ☐ Yes ☐ No Lease Term: Monthly Rent:
$____________________
TYPE OF ENTITY (SELET ONE BELOW):

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 C‐Corporation  S‐Corporation  LLC  LLP  Sole Proprietorship  General Partnership  Limited Partnership  Other, _______________________________ BUSINESS CLASSIFICATION:
 Restaurants, coffee shops, bakeries, cafes, gastropubs, etc.  Salons, barbers, and other grooming businesses
 Gyms, day spas, and fitness studios
 Retail and Commercial stores such as consumer goods, electronics and appliances, health and sporting goods, furniture, clothing and shoes, kitchen equipment, books and entertainment stores, music and audio/visual equipment, etc.
 Franchisee owned restaurants
 Other (please specify): _____________________________________________________ EMPLOYMENT/OPERATIONS:

TOTAL # OF EMPLOYEES ON MARCH 18, 2020:
(The County of Los Angeles declared a state of emergency due to COVID‐19 on March 18, 2020.)
TOTAL # OF CURRENT EMPLOYEE (AS OF DATE OF APPLICATION):

CURRENT FULL‐TIME EMPLOYEEES (AS OF DATE OF APPLICATION):

CURRENT PART‐TIME EMPLOYEES (AS OF DATE OF APPLICATION):

BUSINESS OPERATIONAL SALES:

GROSS SALES FOR 2019: $: _____________
GROSS SALES FOR 2020: $: _____________
GROSS SALES FROM 2021: $: _____________
MISCELLANEOUS VERFICATION:

Has your Business ever filed bankruptcy or defaulted on any debts? ☐ Yes  ☐ No Is the business an endorser, guarantor or co‐maker for obligations not listed in its financial statements?
☐ Yes  ☐ No
Does your business use or store any hazardous materials or produce toxic waste? ☐ Yes  ☐ No Is the business a party to any claim or lawsuit?   ☐ Yes  ☐ No Does the business owe any taxes for years prior to the current year? ☐ Yes  ☐ No Does your company maintain key person life insurance on any owner, officer or shareholder? ☐ Yes  ☐ No BUSINESS INCOME SUMMARY: (SELECT ONE) ☐ ANNUAL ☐ MONTHLY

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CATEGORY OF COSTS AND EXPENSES: AMOUNT:

Rent $ TOTAL EXPENSES:
$ Utilities $
Research and development    $
Marketing/Advertising $
Transportation   $
Administrative Accounting   $
Liability Insurance   $
Payroll & Fringe Benefits (Worker’s Comp & Unemployment insurance) $ Product Inventory $
Other:   $
REVENUE:

Product sales $ TOTAL REVENUE:

Service billing $ $
PROGRAM FUNDING REQUEST(S):
(Please specify the activity/use with an explanation, estimated cost, and rank by priority.) ACTIVITY/CATEGORY: EXPLANATION: PRIORITY LEVEL: ESTIMATED COST:

Furniture or fixture: $: _____________
Product Inventory: $: _____________
Equipment: $: _____________
Other (Please specify): $: _____________
Other (Please specify): $: _____________
EXPLANATION OF ECONOMIC HARDSHIP DUE TO COVID‐19:

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Please describe, in detail, how the coronavirus (COVID‐19) has negatively impacted your business. Additionally, please provide a summary of the measures your business/company has taken to address the effects the pandemic, and any ways you have been required to adapt to the current business climate.

Please explain how your request will immediately benefit your business, your workforce, and more broadly your community, in the short and long term.

How will the business continue to financially sustain operation after all financial funds are used? AUTHORIZATION TO RELEASE INFORMATION:

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I/We authorize the City of Covina, the Successor Agency to the Covina Redevelopment Agency or Lender to make credit inquiries it deems necessary in connection with my business or personal credit application or in the course of review or collection of any credit extended in reliance on the application. I authorize and instruct any person or consumer report agency to compile and furnish any information it may have or obtain in response to such credit inquiries.

I/We agree to pay or reimburse Lender for the cost of any surveys, title insurance, appraisals, credit reports, etc., performed by the lender provided I/We have given my/our consent.

I authorize the release of this information whether the signature below is original or a copy.

Print Name: _______________________________________ Driver License #: ___________________________ Signature: ____________________________________________ Date: ________________ APPLICANT CERTIFICATION
I have used all reasonable diligence in preparing this Application Packet. I have reviewed the Program Guidelines, Application, Grant Agreement, and other Required Forms, and to the best of my knowledge the information contained herein is true and complete. I further certify that all information that I provide or which is provided on my behalf in furtherance of this Application Packet shall be the best of my knowledge true and complete. I certify under penalty of perjury under the laws of the State of California that all the information above and any other information I have provided is true, accurate, and complete.

I certify that I have authority to apply for this grant on behalf of the business described herein. Verification may be obtained from any sources named herein. I understand that this information may be made available for public review and is subject to the terms of the California Public Records Act. In the event of grant approval, the undersigned grants permission to the City to release publicity articles regarding the financing of the business. The City may also check the personal credit history of the principal owner(s) and/or key individuals.

By signing below, the undersigned agrees that the grant will be used for business purposes only and not for household, personal or consumer usage. I understand that any willful misrepresentation on this statement could result in a fine and/or imprisonment under provision of the United States Criminal Code U.S.C Title 18, Section 1001.

PENALTY FOR FALSE OR FRADULENT STATEMENT. U.S.C. Title 18, Sec. 1001, provides: “However, if any matter within the jurisdiction of any department or agency of the United States knowingly and willfully falsifies…makes any false, fictitious or fraudulent statement or representations, or makes or uses any false writing document knowing the same to contain any false, fictitious or fraudulent statement or entry, shall be fined not more than $10,000 or imprisoned not more than five years, or both.” Print Name: __________________________________________
Signature: ____________________________________________ Date: ________________

THIS PAGE TO BE COMPLETED BY OFFICE STAFF ONLY:

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NO CODE VIOLATION VERIFED: ☐ Yes ☐ No
PROGRAM FUNDING REQUEST(S) APPROVED FOR THE FOLLOWING:

PRIORITY
LEVEL: ACTIVITY/CATEGORY: COST: 3 BIDS PROVIDED?
PROOF OF
PAYMENT?
$: _____________ ☐ Yes  ☐ No ☐ Yes  ☐ No
$: _____________ ☐ Yes  ☐ No ☐ Yes  ☐ No
$: _____________ ☐ Yes  ☐ No ☐ Yes  ☐ No
$: _____________ ☐ Yes  ☐ No ☐ Yes  ☐ No
$: _____________ ☐ Yes  ☐ No ☐ Yes  ☐ No
$: _____________ ☐ Yes  ☐ No ☐ Yes  ☐ No
TOTAL AMOUNT ASSISTED: $: _____________

APPROVAL
The City of Covina, hereafter referred to as Agency, administers this program and has verified the documentation by the Applicant identified above and determined that this applicant is eligible to receive financial assistance.

Agency Staff Name: __________________________________________ Agency Staff Signature: ____________________________________________ Date: ________________ Business Plan Outline

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5. Facilities
 Location
 Size and zoning
 Age and condition
 Expansion opportunities

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ATTACH VENDOR FORMS

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ATTACHMENT D

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City of Covina
New Business Capital Improvement Program
Program Description & Guideline
Executive Summary:

This Program is designed for new businesses that want to locate/start‐up a business at a vacant location that was closed as a result of the COVID‐19 pandemic.

Funding Background:

On March 11, 2021, President Biden signed into law The American Rescue Plan of 2021 (ARPA).

Included in this bill is $130.2 billion for local governments to provide area‐specific assistance to respond to and mitigate the negative effects of the COVID‐19 Pandemic on their communities.

Of this, the City of Covina will receive approximately $11,351,049 in total, of which $5,675,000 has been received thus far.

Program Purpose & Description:

The Covina City Council approved the New Business Capital Improvement Program as one of the programs to receive ARPA funding. The program will provide financial assistance to businesses to make improvements or help with startup costs in order to initiate business activities at a vacant location that was closed as a result of COVID‐19. The purpose of this program is to allow for local businesses to expand or establish business operations and/or revitalize an existing business that was established as of July 1st,2020 and later. There is $200,000 in available program funds, and eligible businesses can receive up to $10,000 each. It is estimated that approximately twenty businesses will be able served through this program. Funding will be provided in the form of a

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reimbursable grant. In certain cases, payment exceptions can be made depending on the individual business need and financial stability, and such determination will be made by City Staff.

The business will need to create a priority list of what projects they are requesting to use the funds for, and provide a cost estimate for each line item. The City will review applications for eligibility. Depending on program popularity, a lottery may be held to determine which businesses will move forward. Eligible businesses will then complete a full application and subsequent grant agreement, and work with the City if necessary to decide on which requested items will be funded. This will be based on funding availability, and eligibility of proposed expenses. It is possible, depending on the funding request(s), that funds will not be available for all capital expenses requested. Be aware that costs incurred before documents are signed are not eligible for reimbursement under the program. After the grant agreement has been fully executed, the business will have up to 3 months to submit proof of eligible expenditures and provide all required documents. Eligible expenditures will require three (3) formal written estimates/proposals for all purchases (Include Davis/bacon wage rates, if applicable) along with proof of expenditures. If documentation of expenditures is not provided within this time period, application and request for funds will not be considered complete and not considered for funding.

Eligible businesses will need their property owner to complete a justification statement form to explain how their property has been impacted by COVID‐19. This includes vacancies due to tenants closing their operations, difficulty filling empty storefronts due to the pandemic. Only one (1) application per business will be considered. Owners of multiple businesses may only submit one (1) application for one (1) of their businesses that is located within the City.

Businesses must have a commercial storefront, and must have employees. Persons who are independent contractors are not eligible for this program.

Please keep in mind that City Staff cannot give tax advice. Therefore, in order to determine if all or part of the grant is taxable please consult your tax advisor.

General Program Eligibility Criteria:
 Eligible Business Types include but are not limited to:
 Restaurants, coffee shops, bakeries, cafés, gastropubs, etc.  Salons, barbers, and other grooming businesses
 Gyms, day spas, and fitness studios
 Retail and Commercial stores (such as consumer goods, electronics and appliances, health and sporting goods, furniture, clothing and shoes, kitchen equipment, books and entertainment stores, music and audio/visual equipment, etc.)
 Franchisee owned restaurants
 Businesses considered to be “nonessential” in the Covid‐19 crisis.

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 Eligible businesses can use funds for business capital as listed but are not limited:
 Machinery, equipment, furniture and fixtures
 Licenses and permits
 CUP application
 Physical store improvements
 Signage
 Lighting
 Decorating and remodeling
 Starting inventory
 Advertising and promotion for opening
 Lease
 Business must meet all State and local building and zoning codes.  Building must directly front/face a public right‐of‐way.  The business must provide documentation to verify income stability:
 All business owner(s) with a 20% or greater ownership interest must submit tax returns for the last 2 year.
 2020 and 2021 personal and business tax returns of applicant(s) or Form 990s if applicable.
 Last two (2) months of business and personal bank statements.  Eligible businesses in operation will need to provide copy of their active business license in the City of Covina, or have a pending application.
 Eligible business in operation must not have any unresolved code violations.  The landlord must complete and sign justification statement form explaining/identifying the negative economic impact the property/store endured during the COVID‐19 pandemic period including information about closure and reduction in revenue.  The business will provide a copy of the lease agreement/mortgage statement for the commercial space their businesses occupies.
 The business will need to provide a W‐9 and CA 590 form, and be willing to accept payment from the City.
 The business must provide copies of official filing with the California Secretary of State, if applicable, or local municipality for the business such as one of the following: Articles of Incorporation, Certificate of Organization, Fictitious Name of Registration or Government‐Issued Business License.
 All business owners with a 20% or greater ownership will need to submit a copy of an acceptable form of government issued identification.
 Business will need to provide proof of insurance.
 The business will need to provide a business plan that includes a budget, initial start‐up costs, fixed costs, variable costs, and critical/optional expenses, and profit margins. Please refer to Attachment A for Business Plan Outline.
 The business must not be delinquent on any existing debt obligations to the U.S government (no past defaults).

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 A completed application form.

Ineligible Businesses:

 Home‐based businesses
 Independent contractors (i.e., consignment booths, salon chairs, etc.)  Any national chain that is not locally franchised
 Massage parlors and bail bond services
 Corporate‐owned fast‐food restaurants (franchisees are eligible)  Check cashing, bars, liquor stores, smoke/cannabis shops, firearms retailers, pawnshops  Non‐profit organizations
 Real estate salespersons
 Financial businesses primarily engaged in the business of lending, such as banks, finance companies
 Passive businesses owned by developers and landlords that do not operate an active business or occupy the assets acquired, improved, or operated with the grant proceeds (except Eligible Passive Companies under § 120.111)
 Life insurance companies
 Businesses located in a foreign country (businesses in the U.S. owned by aliens may qualify)
 Pyramid sale distribution plans. (i.e. Amway, Herbalife, Mary Kay)  Businesses deriving more than one‐third of gross annual revenue from legal gambling activities
 Businesses engaged in any illegal activity
 Private clubs and businesses which limit the number of memberships for reasons other than capacity
 Government‐owned entities (except for businesses owned or controlled by a Native American tribe)
 Businesses principally engaged in teaching, instructing, counseling or indoctrinating religion or religious beliefs, whether in a religious or secular setting  Loan packagers earning more than one‐third of their gross annual revenue from packaging SBA loans
 Businesses with an Associate who is incarcerated, on probation, on parole, or has been indicted for a felony or a crime of moral turpitude
 Businesses in which the participating city or any of its Associates owns an equity interest  Multi‐national or publicly traded businesses are not eligible for this program  Adult businesses which:
 Present live performances of a prurient sexual nature; or  Derive directly or indirectly more than de minimis gross revenue through the sale of products or services, or the presentation of any depictions or displays, of a prurient sexual nature

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 Business or owner listed on the Federal Excluded Parties List (EPLS) maintained on www.sam.gov
 Business that does not have an active business license showing the business address is located in the participating city
Monitoring:

All records must be kept for five years past the end of the compliance period.

Labor Standards:

Procurement/Documentation:

Supporting documentation of use of funds on eligible expenses such as rent receipts, invoices, cancelled checks showing proof of payment for eligible capital will be required to receive grant.

Time Period:

Application processing takes approximately xxx months from the time all applications are received.

Application and Award Process:

Step 1. Pre‐Applications will be accepted and depending on popularity, a lottery will be held. Pre‐Applications are made available and will be accepted until (day of week), (month/date/year) at X:XX p.m., or until 35 pre‐applications have been received, whichever is first. In the lottery, the first twenty names pulled will be invited to complete a full application and move forward in the evaluation

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process. 15 back up names will be chosen and will be contacted if any of the original twenty are no longer qualified for the program.

Step 2. You will be contacted by a City representative within 5 days of the lottery.

Please see page 1 of application for documents required.

Step 4. City will begin the underwriting process. Only applications that are complete, with all the required documentation, will be reviewed and underwritten.

Incomplete applications will be rejected.

Step 5. Upon approval of your application, you will review and sign the grant agreement and all other pertinent documents.

Step 6. Fund disbursement. The approximate processing time between a completed application (including all required documentation) and fund disbursement is 3 weeks.

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ATTACHMENT A
Business Plan Outline

One paragraph for each number item is
sufficient. An overall length of 2‐5 pages is
adequate

5. Facilities
 Location
 Size and zoning
 Age and condition
 Expansion opportunities

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CITY OF COVINA
New Business Working Capital Assistance Program
Program Application
To complete the application, the applicant must submit a completed and signed application with required supporting documentation by 5:00 p.m. on Tuesday, (month, date) 2022. Please call (Program manager name) at (phone #) for further information or email (email address). When complete, please return a hard‐copy application and attachments to:

Attention: Alice Leung
City of Covina
125 E College Street
Covina, CA 91723
DOCUMENTS REQUIRED:
☐ 1. Documents that demonstrate revenue has declined by 25% or more since the start of the pandemic in March 2020.
☐ a. 2020 and 2021 business or personal tax returns of applicant(s) or Form 990s if applicable. ☐ b. Fiscal year‐end business financial statements within 60 days of the application date: Cash Flow, Profit & Loss Statement, Balance Sheet, Statement of Changes in Equity. ☐ c. Last two (2) months of business and personal bank statements. ☐ d. Copies of DE9 and DE9C filed with the State of California for the quarter ending October 1, 2021 or January 1, 2022, whichever is more recent.
☐ e. Gross receipts and other financial data.
☐ 2. A copy of current Covina Business License.
☐ 3. Copy(ies) of applicant(s) social security card(s) and government‐issued photo identification(s) for all principals/owners. (Examples of government‐issued photo identification include: Driver’s license with a photograph, State identification card with a photograph, Immigration and Naturalization Service documents – must contain a photograph, Military identification with a photograph, Alien Registration Card with a photograph, Valid passport, or Citizenship papers with photograph.) ☐ 4. Organizational documents such as fictitious business statements, articles of incorporation, operating agreements, etc.
• For corporations: copy of recorded Articles of Incorporation and Bylaws. • For partnerships (general or limited): copy of Partnership Agreement and GP‐1 or LP‐1. • For LLCs: copy of recorded Articles of Organization and Operating Agreement. • For sole proprietorships: recorded Fictitious Name filing, if available. • If a trust is involved: Trust Agreement and names of trustees and signers. ☐ 5. A Copy of Business DUNS documentation. Provide printout(s) demonstrating that business has or applied for a DUNS Number If you do not have a DUNS number, go to Click here. (Note: Sole Proprietorships are exempt from this requirement.). The business DUNS Number must be provided in order to receive the grant award, except for sole proprietorships. Sole proprietorships are exempt from this requirement. (Please see next page for more documents required.)

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☐ 6. Review, complete and sign the Small Business Grant Agreement. ☐ 7. A completed W‐9 and CA590 forms.
☐ 8. A copy of current lease on business premises including assessor’s parcel number. ☐ 9. A copy of the business insurance.
☐ 10. A Business Plan Outline (Please see pg 8 for more details.). ☐ 11. Three (3) bids for all expenditure requests will be required once requests have been approved. ☐ 12. A landlord justification statement of negative economic impact of property/store during COVID‐19 pandemic period including information about closure and reduction in revenue. The statement must be signed and dated.

APPLICANT INFORMATION:

Name (First, Middle, Last) Position Title: % of Ownership:

BUSINESS LEASE INFORMATION:

Do you have a current lease on business premises? ☐ Yes ☐ No Lease Term: Monthly Rent:
$____________________

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TYPE OF ENTITY (SELET ONE BELOW):
 C‐Corporation  S‐Corporation  LLC  LLP  Sole Proprietorship  General Partnership  Limited Partnership  Other, _______________________________ BUSINESS CLASSIFICATION:
 Restaurants, coffee shops, bakeries, cafes, gastropubs, etc.  Salons, barbers, and other grooming businesses
 Gyms, day spas, and fitness studios
 Retail and Commercial stores such as consumer goods, electronics and appliances, health and sporting goods, furniture, clothing and shoes, kitchen equipment, books and entertainment stores, music and audio/visual equipment, etc.
 Franchisee owned restaurants
 Other (please specify): _____________________________________________________ EMPLOYMENT/OPERATIONS:

TOTAL # OF EMPLOYEES ON MARCH 18, 2020:
(The County of Los Angeles declared a state of emergency due to COVID‐19 on March 18, 2020.)
TOTAL # OF CURRENT EMPLOYEE (AS OF DATE OF APPLICATION):

CURRENT FULL‐TIME EMPLOYEEES (AS OF DATE OF APPLICATION):

CURRENT PART‐TIME EMPLOYEES (AS OF DATE OF APPLICATION):

BUSINESS OPERATIONAL SALES:

GROSS SALES FOR 2019: $: _____________
GROSS SALES FOR 2020: $: _____________
GROSS SALES FROM 2021: $: _____________
MISCELLANEOUS VERFICATION:

Was your business established after July 1st, 2020?    ☐ Yes  ☐ No Has your Business ever filed bankruptcy or defaulted on any debts? ☐ Yes  ☐ No Is the business an endorser, guarantor or co‐maker for obligations not listed in its financial statements?
☐ Yes  ☐ No
Does your business use or store any hazardous materials or produce toxic waste? ☐ Yes  ☐ No Is the business a party to any claim or lawsuit?   ☐ Yes  ☐ No Does your company maintain key person life insurance on any owner, officer or shareholder? ☐ Yes  ☐ No

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BUSINESS INCOME SUMMARY: (SELECT ONE) ☐ ANNUAL ☐ MONTHLY CATEGORY OF COSTS AND EXPENSES: AMOUNT:

Product sales $ TOTAL REVENUE:

Furniture or fixture: $: _____________
Product Inventory: $: _____________
Equipment: $: _____________
Other (Please specify): $: _____________
Other (Please specify): $: _____________

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EXPLANATION OF ECONOMIC HARDSHIP DUE TO COVID‐19:

Please explain how your request will immediately benefit your business, your workforce, and more broadly your community, in the short and long term.

How will the business continue to financially sustain operation after all financial funds are used?

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AUTHORIZATION TO RELEASE INFORMATION:

I/We agree to pay or reimburse Lender for the cost of any surveys, title insurance, appraisals, credit reports, etc., performed by the lender provided I/We have given my/our consent.

I authorize the release of this information whether the signature below is original or a copy.

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THIS PAGE TO BE COMPLETED BY STAFF ONLY:

NO CODE VIOLATION VERIFED: ☐ Yes ☐ No
PROGRAM FUNDING REQUEST(S) APPROVED FOR THE FOLLOWING:

Agency Staff Name: __________________________________________ Agency Staff Signature: ____________________________________________ Date: ________________

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Business Plan Outline

5. Facilities
 Location
 Size and zoning
 Age and condition
 Expansion opportunities

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ATTACH VENDOR FORMS

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 7
Meeting: CC Regular Meeting - Apr 19 2022
Title: Exchange Agreement and Lease Agreement between Bently Real Estate, LLC and the City of Covina for the Exchange of City Property (Approximately 416.9 Lineal Feet of Geneva Place Right-of-Way) and for the Lease of Bently Property Located at 401 N.

Citrus Avenue
Presented By: Brian K. Lee, AICP, Director of Community Development Recommendation: Authorize the City Manager to execute the Exchange Agreement ("Exchange Agreement") and Lease Agreement ("Lease") between Bently Real Estate, LLC ("Bently") and the City of Covina ("City") for the Exchange of City Property (Approximately 416.9 Lineal Feet of Geneva Place Right-of-Way) and for the Lease of Bently Property Located at 401 N. Citrus Avenue, which Includes: (a) the City Vacating the Public Street on the City Property; (b) the Conveyance of the City Property by the City to Bently by Quitclaim Deed; (c) the Execution and Delivery of the Lease; (d) Bently Improvement of the 401 N. Citrus Ave.; and Other Considerations as Provided in the Exchange Agreement and Lease Agreement.

BACKGROUND:

The proposed Exchange and Lease Agreements encompass two (2) separate projects as follows:
• On June 16, 2020 the City Council approved a mixed-use project located on the former Clippinger Chevrolet dealership site on the northwest corner of San Bernardino Road and Citrus Avenue. The project consists of the development of 105 residential “flats”, approximately 15,000 square feet of commercial space, 56 townhomes, and garage parking for 434 vehicles. The approved project also included the incorporation of approximately 416.9 lineal feet of the Geneva Place right-of-way (between 3rd Street and west of Citrus Avenue) into the mixed-use project as open space (Note: the utility easements will remain); and,
• As a feature of the City’s ongoing economic development efforts, establish a "Co-Working/Business Incubator" facility proximate to the downtown that would generate downtown pedestrian traffic, create an opportunity for Covina entrepreneurs to establish new businesses within Covina, provide a unique business amenity to further raise Covina’s profile in the San Gabriel Valley region, and continue to increase downtown Covina as a “destination”.

DISCUSSION:

The features of the proposed Exchange and Lease Agreements are as follows:

Geneva Place Right-of-Way:

An approximate 416.9-foot portion of Geneva Place right-of-way would be vacated to Bently, which is the owner/developer of the mixed-use project approved on June 16, 2020. The 416.9-foot portion of Geneva Place would become an integral feature of the mixed-use project as “common area” open space. The existing underground utility easements and the above ground SCE easement would continue to remain in-place.

However, the integration of the aforementioned portion of Geneva Place would be an important internal visual linkage for the mixed-use project – connecting the two (2) portions of the former Clippinger Chevrolet dealership site into a single comprehensive development.

An approximate 201.6-lineal foot portion of Geneva Place not included in the street vacation, extending from Citrus Avenue, westerly 201.6-feet would remain a public street and be improved with a cul-de-sac bulb in order to serve the pending mixed-use development as well as the existing Howard’s store property located on the north side of Geneva Place. The total land area of the portion of Geneva Place Right-of-Way to be vacated and “sold” to the developer (Bently) is approximately 23,520 square feet, with an appraised fair market value of $1,300,000.00.

Covina Co-Working/Business/Incubator Facility:

The proposed location for the Covina Co-Working/Business Incubator Facility (“Co-Working”) is the new commercial development located at 401 N. Citrus Avenue – the northwest corner of Citrus Avenue and Orange Street. The property was the former location of an early gasoline service station, and until the current development project, retained the former automobile service building. The new commercial development comprises of a replica of the former automobile service building of 1,900 square feet and a new two (2) story commercial building totaling 2,365 square feet; for a combined total square footage of 4,265 square feet.

The Co-Working facility is envisioned to contain an open floor plan work-station/lounge area; private and semi-private work stations; a small and medium conference room; a podcast studio; beverage/refreshment station; and a business center/retail space and on-site facility management/administration station.

Exchange Agreement:

Due to Bently’s role as both the developer of the mixed-use project that has requested the City vacate Geneva Place Right-of-Way, and the builder of the 401 N. Citrus Avenue commercial project; the concept of an “exchange” of value emerged. The concept driving the Exchange Agreement is the value of the Geneva Place Right-of-Way ($1,300,000) would be “exchanged” for the value of the market rate lease of the 401 N. Citrus Avenue commercial property. Pursuant to a “Market Rate Study” prepared by Collier’s, the blended market rate lease rate for the total 401 N. Citrus Avenue property is $2.98/square foot at 4,265 square feet equals a total of estimated value of $12,539/month, or $152,520/year (plus a 3% annual escalator). Therefore, the total value of the Geneva Place right-of-way of $1,300,000 would equal an eight (8) year-two (2) month lease value. Note: the Lease Agreement includes a three (3) month “tenant improvement” period on the “front end” of the Lease, which no lease rate is charged to the City.

The matrix provided in Table 1.0 below illustrates the annual lease rate, plus a customary landlord provided tenant improvement allowance. The final exchange of value between the Geneva Place Right-of-Way and the total eight (8) year-two (2) month lease valuation concludes with the City to owe Bently $3,160.00; which Bently, has agreed to waive. Therefore, no cash is required to be exchanged between the City and Bently.

Feature Value Amount

1. Lease value – Year 1 $152,520.00

2. Lease value – Year 2 $157,096.00

3. Lease value – Year 3 $161,808.00

4. Lease value – Year 4 $166,663.00

5. Lease value – Year 5 $171,663.00

6. Lease value – Year 6 $176,812.00

7. Lease value – Year 7 $182,117.00

8. Lease value – Year 8 $187,580.00

9. Lease value – Month 1 $16,101.00

10. Lease value – Month 2 $16,101.00

11. Grand Total of the estimated value of the 8 year - 2 month lease (including an annual 3% escalator) for paid rent portion of the lease:

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Feature Value Amount
$1,388,460.00

12. Tenant Improvement Allowance valued at $20.00/square foot – credit to Bently ($85,300.00)

13. Difference (Row 11 minus Row 12) $1,303,160.00

14. Appraised Value of Geneva Place ROW $1,300,000.00

15. Total City owes to Bently (Row 13 minus Row 14) $3,160.00

16. Grand Total City owes after Bently waives amount City owes (Row 15) $0.00 FISCAL IMPACT:

The Exchange Agreement and Lease Agreement will be fiscally neutral to the City’s General Fund. The value of sale of the Geneva Place Right-of-Way will be transferred to pay for the value of eight (8) years-two (2) months of rent for the combined 4,265 square feet of commercial building floor area at 401 N. Citrus Avenue. The construction of the tenant improvements for the Co-Working/Business Incubator facility will require a separate budget, which will necessitate a subsequent action by the City Council.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

The proposed action of authorizing the City Manager to execute the Exchange Agreement and Lease Agreement on behalf of the City is not a project within the meaning of Section 15378 of the State of California Environmental Quality Act (“CEQA”) Guidelines, because it has no potential for resulting in physical change in the environment, directly or indirectly.

ATTACHMENTS:

Attachment A - Exchange and Lease Agreement between the City and Bently Attachment B - Conceptual Renderings of the Co Working Facility Respectfully submitted,

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between the

CITY OF COVINA
and

BENTLY REAL ESTATE, LLC

EXCHANGE AGREEMENT
April 19, 2022

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w
.J...

THIS EXCHANGE AGREEMENT (“Agreement”) is dated as of April 19, 2022 and is entered into by and between BENTLY REAL ESTATE, LLC, a California limited liability company (“Bently”) and the CITY OF COVINA, a California municipal corporation (“City”), which are sometimes hereina?er referred to individually as a “Party” and collectively as the “Parties”.

RECITALS
A. The City is the owner of the land in the City of Covina described on Exhibit “A” (“City Property”), which is used as a public street.

B. Bently owns the land and building/improvementsat 401 N. Citrus Avenue, the lan being described on E (the “Bently Citrus Property”) in the City of Covina, California d which Bently has proposed , to lease to the City on the terms of the lease attached hereto as Exhibit ‘_‘_C_’j for a term of eight (8) years and two (2) months for no rent (the “Lease”).

C. The Parties desire to effectuate an exchange of the City Property for the Lease, which will include:(a) the City vacating the public street on the City Property (with the exceptio of the easterly 241.5 feet terminating at Citrus Avenue); (b) the conveyance of the CitynProperty by the City to Bently by quitclaim deed; (c) the execution and delivery of the Lease; and (d) Bently’s improvement of the Bently Citrus Property with the improvements described on Exhibit E (“Landlord Improvements”), which shall be a condition to the closing of the exchange.

D. Bently also owns the land described on Exhibit “E” and improvementsthereon (“Bently’s Clippinger Site”, which together with the City Property to be conveyed to Bently, i hereinafter collectively referred to as the “Clippinger Project Land”). s

AQREEMEMI
In considerationof the foregoing Recitals, and other consideration, the sufficiency of whic is hereby acknowledged, the Parties agree as follows: h

1. AGREEMENT TO EXCHANGE PROPERTIES.

1.1 Closing. Prior to the date hereof, Bently and City have made arrangements wit First American Title Insurance Company, 1250 Corona Pointe Ct., Suite 200, Corona, CA 92879, h Attn: Terrell Crutch?eld, Title Officer (the “Title Company”) for the transactions contemplated i this Agreement. Upon the approval and execution of this Agreement, the Parties shall promptlyn deliver a copy to the Title Company. Subject to all the terms and conditions of this Agreement, the Parties agree to simultaneously exchange the Lease and City Property through the Title Officer.

As set forth in Section 4.1.4 and Section 4.2.4 below, it shall be a condition to the Close of the transactions herein (the “Closing”) that the Title Company be irrevocably committed to issue a leaseholdowner’s title insurance policy to the City as to the Lease in the amount of $1$03,160.00 and an owner’s title policy to Bently as to the City Property in the amount of $1,300,000.00, and in fonn required in Section 4.1.4 and Section 4.2.3 below, as applicable,effective as of the Closing.

EXCHANGE AGREEMENT
I292}-000l\264|052v2

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1.2 Total Consideration. The City and Bently hereby stipulate and agree that the fair market value of the City Property is $1,300,000.00 (based on an appraisal dated March 8, 2022) and the fair market value of the Lease is $1,388,460.00 (based on an appraisal dated March 7, 2022), less $85,300.00 for improvements as set forth in the Lease. The Parties agree that the total value of consideration received by the City in connection with the Lease equals or exceeds the value of the City Property so that City shall not be deemed to have given any ?nancial assistance to Bently or the “Clippinger Project”.

1.3 Closing Date. The exchange transaction shall close on or before the date which is July 31, 2022 (the “Outside Date”). The City Manager of the City shall have the authority to extend such July 31, 2022 date for reasonable cause, provided the extension is in writing, but shall have no obligation to do so.

2. DUB DILIGENCE.

2.1 Deliveg of Due Diligence Materials. Within ten (10) business days after the date of this Agreement, City shall deliver to Bently, and Bently shall deliver to City, without representationor warranty, express or implied,copiesthe following documents in their possessio (collectively, the “Due Diligence Materials”) relating to, as to the City, the City Property, n and as to Bently, the Bently Citrus Property (each Parties’ respective property is sometimes referred to herein as an “Exchange Property/Interest”): (i) all licenses, leases, and permits affecting or relating to the ownership, subdivision, possession or development of their respective Exchange Property/Interest or the construction of improvements thereon, and all amendments and modi?cations thereto; (ii) applications and correspondence or other written communications to or from any governmental entity, department or agency (regarding any permit, approval, consent or authorization; (iii) the most recent survey, if any; and (iv) any soils reports, engineering data, environmental reports, and other data or studies providedto or otherwise in the possessionof such Party. Any Due Diligence Materials shall be provided to the other Party without any recourse or liability of any type or nature, and each Party assumes all risk of any kind with regard to the use of and reliance upon any of the Due Diligence Materials provided by the other Party.

2.2 Title Review; Inspections. Each Party shall cause the Title Company to deliver to the other Party by email (to [email protected] City, and for Bently) a preliminary report (the “Title Report”) reporting on the condition of title for their respective Exchange Property/Interest(with hyperlinksto the title exceptiondocuments). All title exceptions and other matters disclosed in either Title Report shall be deemed approved “Permitted Exceptions” as to the applicable Exchange Property/Interest unless the Party to whom the Exchange Property/Interest is to be conveyed provides written notice to the other Party of an objection to such title matter and the other Party agrees in writing to cure such title objection on or before the Closing. Upon written request and reasonable notice, each Party and each Party’s representatives, agents, engineers, consultants, contractors, and designees shall have the right to enter onto the other Party’s Exchange Property/Interest commencing upon mutual execution of this Agreement and continuing until the date that is ninety (90) days thereafter (the “Due Diligence Period”) for purposes of conducting a survey, and examining, inspecting and investigating the title, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes. Each Party shall, in a timely manner, repair any and all damage to the Exchange Property/Interest entered into by such Party or

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representatives, agents, engineers, consultants, contractors, and designees caused by any such inspection or investigation described herein, to a condition substantially the same as the condition of Such Exchange Property/Interestpriorto such inspectionor investigation. Each Party shall hol harmless, defend and indemnify the other Party and all of the principals, members, agents dand partners of the other Party from any claim, loss, expense (including attomey’s fees), liability or cost which arises due to or out of any inspection by said Party or any of its representatives, agents, engineers, consultants, contractors, and designees. The foregoing indemnity shallsurvive the close or the termination of this transaction.

Except as set forth herein, and based on the inspection rights set forth in the precedin paragraph and in reliance on their due diligence, but subject to their obligations to disclose g all material facts, Bently and City acknowledge and agree that each Party’s exchange of the Exchange/Property Interest is made solely on an “AS-IS WHERE-IS” BASIS, WITH NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED.

Except as set forth herein and as set forth in the Lease, effective as of the Closing each Party (a “Releasing Party”) hereby releases and waives all claims of any kind the Releasing Party may have against the other Party (the “Released Party”) relating to the Exchange Property/ conveyed Interest to the Releasing Party regardless of whether such claim or claims arise prior to or after the Closing. The foregoing release shall not apply to any representations or warranties made by the Releasing Party (or obligations of the Releasing Party) under this Agreement. THE PARTIES

ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS

OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN

BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." EACH OF THE PARTIES BEING AWARE

OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT THEY MAY

HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW

PRINCIPLE OF SIMILAR EFFECT

2.3 Disapproval/Termination. If either Party disapproves of any of the Due Diligence Documents or title for, or condition of, the Exchange/Property interest it is acquiring, it may terminate this Agreement by written notice given prior to the end of the Due Diligence Period.

Neither party shall have the right to terminate this Agreement following the expirationof the Due Diligence Period other than due to a default of the other Party’s obligations in accordance with the terms hereof, which continuesfor ?ve (5) business days after notice of default.

3. CLOSING‘ RECORDING.

3.1 Instructions. This Agreement, together with any separate written instructions of a Party, shall constitute the recording instructionsof the Parties to the Title Of?cer.

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3.2 3.3

3.4 Deliveries by City. No later than 1:00 p.m. on the business day preceding the Closing Date, City shall deliver to the Title Officer:
(3)
(b)
(0)
(d)
a quitclaim deed in the form of Exhibit “F” attached to this Agreement (the “City Property Deed”) conveying to the City Property to Bently, duly executed by City and acknowledged;
a counterpart original of a Memorandum of Lease in the form attached to the Lease, duly executed by City and acknowledged;
a counterpart original of the Lease, executed by City; and any and all reasonable documents and funds required by Title Company to carry out and close the exchange transaction pursuant to this Agreement.

Deliveries by Bently. On or before the business day preceding the Closing, Bently shall deliver to the Title Officer:
(8)
(b)
(0)
(d)
A counterpart original of a Memorandum of Lease in the form attached to the Lease, duly executed by Bently and acknowledged;
A counterpart original of the Lease, executed by Bently; Any additional sums necessary to pay Bently’s share of costs; and Any and all other reasonable documents and funds required by the Title Officer to carry out and close the exchange transaction pursuant to this Agreement.

Closing, Recording and Disbursements. On or before the Closing, and when all of the conditions precedent set forth in Section 4 below have been satis?ed or waived in writing, the Title Officer shall cause the following actions set forth in this Section 3.4 to be taken.

3.4.1 Recording. Title Company shall cause the City Property Deed and the Memorandum of Lease to be recorded in the Official Records of Los Angeles County, California.

3.5 3.4.2 Title Policies. Title Company shall issue (or be irrevocably committed to issue) to each Party the Title Policy for the Exchange Property/Interest being conveyed to such Party, as described in Section 4.1.2 and 4.2.4 below.

Payment of Costs. Bently shall pay all title insurance premiums for the standard coverage Title Policy in favor of Bently (exclusive of extended coverage and/or endorsement costs unless requiredto cure a title objection), and Bently shall be responsible for ensuring payment of all title insurance premiums for a standard coverage Title Policy in favor of City (exclusive of extended coverage and/or endorsement costs unless required to cure a title objection). Bently shall pay any documentary transfer taxes applicable to the City Property Deed. Bently shall pay any and all recording charges. Title Officer shall prepare a preliminary settlement statement of costs and prorationsand it shall be subject to approval by City and Bently as a condition to Closing.

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4. CONDITIONS PRECEDENT ;.n..1. TO CLOSING.

4.1 Conditions to Bently’s Obligations. Bently’s obligation to exchange shall be subject to the satisfaction or written waiver by Bently of each of the conditionsprecedentset forth in this Section 4.1.

4.1.1 City’s Performance. City is not in default of any term or condition of this Agreement.

4.1.2 Vacation of Right of Way. The City shall have vacated the public right of way on the City Property.

4.1.3 City Deliveries Made. City has deposited with the Title Officer all documents and funds required of City by this Agreement.

4.1.4 Title Policy. It shall be a condition to closing that Title Company commit to issue to Bently a CLTA standard, or at Bently’s choice, an ALTA extended coverage owner’s policy of title insurance (“Title Policy”), with liability in an amount equal to the appraisedvalue of the City Property (or such other value as may be reasonably requestedby Bently providedBently shall be responsiblefor any additional premiums for coverage in excess of the appraised value of the City Property), showing fee title to the City Property vested in Bently subject only to:
(a) the standard printed exceptions and exclusions contained in the form of the Title Policy commonly used by Title Company;
(b) any other Permitted Exceptions approved (or deemed approved) by Bently pursuant to Section 2.4 of this Agreement;
(c) any other exceptionscreated or approved in writing by Bently.

The terms of sub-sections (a) through (c), inclusive, being herein collectively referred to as the “Permitted Exceptions”.

4.2 Conditions to City’s Obligations. City’s obligation to exchange shall be subject to the satisfaction or written waiver by City of each of the conditions precedent set forth in this Section 4.2.

4.2.1 Bently Performance. Bently is not in default of any term or condition of this Agreement.

4.2.2 Landlord Improvements. Bently shall have completed the Landlord Improvements in compliance with all applicable laws.

4.2.3 Bently Deliveries Made. Bently has deposited with the Title Of?cer all documents requiredof Bently by this Agreement.

4.2.4 Title Policy. It shall be a condition to closing that Title Company commit to issue to City a CLTA standard, or at City’s choice, an ALTA extended coverage owner’s policy

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of title insurance (“Title Policy”), with liability in the amount reasonably required by the City, showing fee title to the Bently Property vested in City, subject only to:
(a) the standard printed exceptions and exclusions contained in the form of the Title Policy commonly used by Title Company;
(b) any Permitted Exceptionsapproved(or deemed approved) by City pursuant to Section 2.2 of this Agreement;
(c) any other exceptions created or approved in writing by City.

The exceptions described in sub-sections (a) through (c), above, inclusive, are collectively referred to herein as “Permitted Exceptions”.

4.3 Satisfactionof Conditions. Where satisfaction of any of the foregoing condition s requires action by a Party, each Party shall use its good faith efforts at its own cost to satisfy such condition.

4.4 Waiver. A Party may at any time or times, at its election, waive any of the conditions set forth in Sections 4.1 or 4.2 above to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such Party and delivered to the other Party.

4.5 Termination. In the event each of the conditions set forth in Section 4.1 are not fulfilled within the time provided by the terms of this Agreement or waived pursuant to Section

4.4, any Party may, at its option, terminate this Agreement upon written notice delivered to the other Party as provided for herein. Nothing in this Section 4.5 shall be construed as releasing any Party from liability for any default of its obligations hereunder or breach occurring prior to the termination of this Agreement.

5. MISCELLANEOUS.

5.1 Attorneys’ Fees. The Parties shall each bear their own attorneys’ fees and costs associated with the negotiation and drafting of this Agreement. In the event of any controversy or dispute arising from this Agreement, the prevailing party (as determined by the trier of fact) shal be entitled l to recover from the non-prevailing party reasonable attorneys’ fees and costs incurred in connection with the controversy or dispute.

5.2 Notices. Unless otherwise expressly and speci?cally stated herein, all notices required to be delivered under this Agreement to the other Party must be in writing and shall be delivered by certi?ed mail, return receiptrequested,or sent by overnight service using a reputabl overnight delivery service, and addressed to the respective Parties as set forth below ore to suc other address and to such other persons as the Parties may hereafter designate by written noticeh to the other Party hereunder:

To Bently: Bently Real Estate, LLC
1932 E. Garvey Ave South
West Covina, CA 9179]

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Attn: Tarif Alhassan
To City: City of Covina
125 E. College Street
Covina, CA 91723
Attn: City Manager
Notices shall be deemed received on the date of delivery or attempteddelivery shown on the return receipt (if sent by certi?ed mail), or the following business day (if sent by reputabl overnight messenger). e

5.3 Execution in Counterparts; Electronic Delivegg. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all Parties are not signatories to the original or the same counterpart.

Executed counterparts of this Agreement may be delivered by email/PDF to blee@covinaca. (for the City) and [email protected](for Bently), as applicable. gov

5.4 Time of the Essence. Time is of the essence with respect to each of the tenns, covenants, and conditions of this Agreement.

5.5 Entire Agreement. Except as to the Lease and the matters stated therein, this Agreement and any written agreement entered intoby the Parties with respect to the subjectmatters hereof, supersedesall negotiations and previous agreements between the Parties with respect to all or part of the subject matter thereof.

5.6 Waivers and Amendments. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged. Any amendment or modi?cation to this Agreement must be in writing and executed by both Parties.

5.7 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

5.8 Interpretation: Governing Law. This Agreement shall be construed in accordanc with the laws of the State of California. e

5.9 Rights and Remedies are Cumulative. Except as may be otherwise expressly state in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise byd any Party of one or more of its right or remedies shall not preclude the exercise by it, at the same time or at different times, of any other rights or remedies for the same default or any other default by another Party.

5.10 Authority. The City Manager of City shall have the authority to issue consents, approvals and amendments (including extensions of time) on behalf of City provided they are i writing, and shall have the authority to execute all documents contemplatedby this Agreement onn behalf of City.

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5.11 Indemni?cation of City; Prevailing Wages. Bently shall defend, indemnify an hold City harmless from and against any and all claims, liabilities, losses, damages, costs and d expenses incurred or suffered by City in connection with the Landlord Improvements an Clippinger Project, includingwithout limitation claims and liabilitiesfor prevailing wages. d IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be execute by their respective duly authorized of?cers as of the respective dates set forth below. d BENTLY: BENTLY REAL ESTATE, LLC,
a California limited liability company
Mo ammed Tari Alhassen, Manager

CITY OF COVINA
By:

TChris Marcarello, City Manager
Georgianna Nicole Alvarez,
Chief Deputy City Clerk
Candice Lee, City Attorney
QI‘_X

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State of California )
Countyof L05AV|q(l¢$ )
on MM((\A 30' ,bef0reme, T‘ V‘
’
(insert name and title of the o?icer)
Notary Public, personally appeared Molaamm8 (A la! :4 Pi\lMt$SC”‘ who proved to me on the basis of satisfactory evidence to be the person(a’)whose namegl)is/ e subscribedto the within instrument and acknowledged to me that he/ e/théy executed the same in hi r/their authorized capacity(' s), and that by his/hfr/thr signature(;?f on the instrument the person , or the entity upon behalf of which thepersonw acted, executed the instrument. 9 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
. WITNESS my hand and of? ial seal.

M
. KAREEMT. ALHASSE
COMM.# N2263639

NOTARYPUBLIC-AHFOR
NM
6 . MN 5 ~\z~p__J-’== ‘ LOSANGELEScouurv0
Signature (Seal) , . » - COMM. EXPIRESNOV.17,
A notary public or other officer completing
this certi?cate veri?es only the identity of
the individual who signed the documentto
which this certi?cate is attached, and not
the truthfulness, accuracy, or validity of
that document.

Page 13 of 62 ends

State of California )
County of )
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared
who provedto me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/theirauthorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other o?icer
completingthis certi?cate veri?es only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.

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EXHIBIT “A”

LEGAL DESCRIPTION OF CITY PROPERTY
[PROPERTY AS TO WHICH STREET IS TO BE VACATED; SEE ATTACHED DESCRIPTION ]

LEGALDESCRIPTION

PARTIALSTREETAND ALLEYVACATION

LEGALDESCRIPTIONOF PARTIALSTREETANDALLEYVACATION
THATPORTIONOF GENEVAPLACE(60’ WIDE) IN THECITYOF COVINA,AS SHOWN ON TRACT8354 ON MAP RECORDEDIN BOOK104 PAGES93 AND94 OF MAPS, INTHECOUNTYRECORDER'SOFFICEOF LOSANGELES COUNTY,STATEOFCALIFORNIA,DESCRIBEDASFOLLOWS;
BEGINNINGAT THE NORTHEASTCORNEROF LOT 17 OF SAID TRACT8354, THENCEEASTERLYALONG THE SOUTHERLYRIGHT-OF-WAYOFGENEVAPL(60’ WIDE),WEST,201.62 FEETTOTHETRUEPOINTOF BEGINNING; THENCEWESTALONGSAIDGENEVAPL SOUTH RIGHT-OF-WAY, 416.94 FEET TO THEEASTERLYRlGHT-OFWAYOF THIRDST(50’ WIDE); THENCEALONGSAIDTHIRDSTEASTERLYRIGHT-OF-WAY,N00°0O’ 10"W, 60 FEET; THENCEEASTALONGSAIDGENEVAPLNORTH RIGHT-OF-WAY396.94 FEET; THENCEN00 O0'02"E, 157.24’ FEET;
THENCES89°46’57"E, 20' FEETTO THEEASTLOTLINEOF LOT 2 OF SAID TRACT8354; THENCES00°0O’02"W, 157.16’ FEETTO THESOUTHEASTCORNEROF LOT2 OF SAIDTRACT8354; THENCE500° ' "E, 60 FEETTOTHETRUEPOINTOF BEGINNING.

RESERVINGTHEREFROMEASEMENTSFORPUBLICUTILITIESANDINCIDENTALPURPOSESTHERETOOVER THEABOVEDESCRIBEDPORTIONOF SAIDSTREET.

EXHIBIT"B" ATTACHED HERETOANDMADEA PARTHEREOF.

CONTAININGAPPROXIMATELY28,160 SF
REPAREDBY:

ELIEG. FARAH,PLS8258
Assessor's Parcel Numbers 8431-015
Date ExhibitPrepared: 10-13-2021

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PREPAREDUNDERTHESUPERVISIONOF:

EUEG FARAH.PLS. 8258 DATE10-13-2021
EXP 12 3121

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EXHIBIT “B”

LEGAL DESCRIPTION OF BENTLY CITRUS PROPERTY
Real property in the City of Covina, County of Los Angeles, State of California,describe as follows: d
LOT6 OF TRACTNO. 1224, IN THECITYOF COVINA,AS PERMAPRECORDEDIN BOOK18, PAGES50
AND51 OF MAPS,IN THEOFFICEOF THECOUNTYRECORDEROF SAIDCOUNTY.

APN: 8431-028-006 (Old APN);8431-028-111 (New APN)

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EXHIBIT “C”

FORM OF LEASE
(Attached.)

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LEASE
THIS LEASE (“Lease”) is dated , 2022 [TO BE DATED AS OF THE DATE OF THE CLOSING OF THE EXCHANGE UNDER THE EXCHANGE AGREEMENT] (the “Effective Date”) and is entered into by and between BENTLY REAL ESTATE, LLC, a California limited liability company (“Landlord”), and the CITY OF COVINA, a California municipal corporation (“Tenant”). Landlord and Tenant are sometimesindividually referred to as “Party” and collectively as the “Parties.”

RECITAL
Landlord is the owner of the land described on Exhibit “A” and all improvementsthereo (collectively, the “Premises”), which have a street address of 401 N. Citrus Avenue, Covina n California, and as described , in that certain Exchange Agreement between Landlord and Tenant dated of even date herewith, Landlorddesires to lease the Premisesto Tenant and Tenant desire to Lease the Premises from Landlord upon and subject to the terms hereinafter set forth. s NOW, THEREFORE, in consideration of the above recital, the mutual covenants hereinafter contained and for other consideration, the suf?ciency of which is hereby acknowledged, the parties agree as follows:

1. TERM

1.1 Demise. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premisesfrom Landlord on the terms and conditions hereina?er set forth in this Lease.

1.2 Term; Extension Options. The initial term (the “Initial Term” and collectively with the Extension Terms, if exercised, the “Tenn”) of this Lease shall commence on the Effective Date (the “Term Commencement Date”) and shall expire at 11:59 pm on the last day immediately preceding the first day of the ninety-ninth (99"‘)month after the Term Commencement Date, provided that if and to the extent that Landlord shall fail to substantially complete the work on certain property described in the Exchange Agreement as the Bently’s Clippinger Site, which work is describedon Exhibit “B” attached hereto (the “Landlord ClippingerProject Work”) on or before December 31, 2027 (the “Clippinger Target Date”), as extended by delays in completioncaused by Force Majeure (as defined in Section 6.13 below), then the expiration date of the Initial Term shall be extended by one day for each day after Clippinger Target Date (as so extended by Force Majeure delays) that the Landlord Clippinger Project Work is not substantially completed.

Tenant shall have two (2) optionsto extend the term for a period of ?ve (5) years each (each, an “Extension Term”), on the same terms and conditions, with the exception of Rent which shall be determined in accordance with Section 1.3 below. Tenant shall exercise such options by written notice given at least nine (9) months prior to the end of the Initial Term or first Extension Term, as applicable.

1.3 Rent. No rent shall be payable by Tenant during the Initial Tenn.

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The monthly rent during each Extension Term shall be the “Fair Market Rent” for the Premises, which shall be de?ned and determined as follows.

As used herein, the term “Fair Market Rent” shall mean the fair market rent for the use of the Premises for office purposes (based on fair market rental for comparable space for a new lease with a term equal to the extension and considering market free rent periods, allowances and other concessions, brokerage commissions and all other relevant factors) as of the commencement of the extension based on office lease transactions in the City of Covina and adjacent areas, and shall be determined as follows. Within the later of thirty (30) days of Tenant’s notice to Landlord exercising the extension and the date which is ?ve (5) months prior to the expiration of the Initial Term, Landlord shall notify Tenant in writing of Landlord’s detennination of Fair Market Rent. If Tenant objects to Landlord’s determination, Tenant shall, within fifteen (15) days after delivery of Landlord’s notice to Tenant, notify Landlord in writing of the reasons for Tenant’s disagreement, whereuponLandlordand Tenant shall meet and attempt to resolve such disagreement. If Landlord and Tenant are unable to agree on the Fair Market Rent within twenty (20) days following Tenant’s notice to Landlord, then the Fair Market Rent shall be determinedby an independentrealtor in the manner providedbelow, and until the Fair Market Rent determinatio is completed, Tenant shall continue to pay to Landlord the Base Rent in effect immediately n prior to the extension. A?er such fair market determination is completed, Tenant shall promptly make payment to Landlord for any underpayments owing for prior months or Landlord shall promptly reimburse Tenant for any overpayments owing for prior months, as the case may be.

The process for detennining the Fair Market Rent in the event of an aforesaid unresolved disagreement shall be as follows. An independentrealtor with no less than seven (7) years of experience representinglandlords and tenants in of?ce leasing transactions in Los Angeles County, California chosen by Landlord shall, in good faith, determine the Fair Market Rent for the Premises based on premises in the City of Covina and adjacent areas leased for office purposes (“First FMR Determination”), and Landlord shall forward the resulting fair market determination to Tenant.

If said First FMR Determination is unacceptable to Tenant, then Tenant shall so advise Landlord in writing within ten (10) business days after the First FMR Determination is delivered to Tenant, and Tenant shall then have the right to engage an independentrealtor with no less than seven (7) years of experience representing landlords and tenants in of?ce leasing transactionsin Los Angeles County to similarly determine, in good faith, the Fair Market Rent for the Premises, and the resulting fair market detennination shall be delivered to Landlord.

If the Second FMR Determination is unacceptable to Landlord, then Landlord shall so advise Tenant within ten (10) business days after receipt of the Second FMR Determination, and the first independentrealtor and second independentrealtor shall then together choose a third independent realtor with no less than seven (7) years of significant experience representin landlords and tenants in office leasing transactionsin Los Angeles County who shall choose g either the First FMR Detennination or the Second FMR Determination as the Fair Market Rent.

The cost of the First FMR Determination shall be borne by Landlord. The cost of the Second FMR Determination shall be borne by Tenant. The cost of the third independentrealtor shall be shared equally between Landlord and Tenant.

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1.4 Utilities. Tenant shall be solely responsible for all utilities and establishing utility service to the Premises with all utility providers. Tenant shall pay directly to utility providers, on or before the due date, all amounts for electricity, gas, water, sewer, trash disposal,cable, telephone and other utility services used on or for the Premises. Tenant shall pay all initial utility deposits and fees, and all monthly service charges for electricity, gas, water, sewer, trash disposal, cable, telephone and any other utility services furnished to the Premises and the improvementson the Premises during the entire Term of this Lease.

1.5 PropeptyTaxes and Assessments. During the Initial Term and each ExtensionTerm, if exercised, Tenant shall reimburse Landlord within ten (10) business days after written demand, enclosing a copy of the applicable tax/assessment bill and evidence of Landlord’s payment thereof, for property taxes and assessments paid by Landlord for the Premises.

1.6 Tenant Refurbishment of North Citrus Avenue; Reguired Additional Improvements. On or before July 1, 2023, as may be extended by Force Majeure delays, Tenant shall refurbish and improve North Citrus Avenue at the Geneva Place intersection and as part thereof Tenant shall provide/install, at Tenant’s cost, a cross gutter and high point break improvements (in order to attempt to divert existing stormwater ?ow to southbound Citrus Avenue) as described in Exhibit “C” attached hereto (the “Tenant Road Improvements”).

Landlord shall have the right to approve any changes to such plans to the extent such changes could reasonably be expected to materially and adversely affect the Premises, provided such approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including attorneys’ fees) arising in connection with the Tenant Road Improvements except to the extent the same are caused by the negligence or willful misconduct of Landlord or its contractors.

1.7 Permitted Uses. Tenant may use the Premises for of?ce, retail, adult educational and/or training purposes (including for participants in Tenant’s programs), all to the extent permitted in accordance with applicable Regulations (as defined in Section 1.9). Tenant shall not use or permit any other person to use the Premises or any part thereof, for any use which constitutes a waste or nuisance to the public. Tenant shall not use, nor shall Tenant permit any other person to use, the Premises for disposal or storage of any hazardous or noxious product, by-product or waste product which is regulated as toxic or hazardous or exposure to which is prohibited, limited or regulated by any governmental authority.

1.8 Landlord Representations and Warranties. Landlord represents and warrants to Tenant that (i) it has no actual knowledge of any presence or release of hazardousmaterials on the Premises; (ii) no deeds of trust or other liens which if foreclosed would extinguish this Lease encumber the Premises; (iii) the Premises are a separate property tax parcel; and (iv) Landlord has otherwise expressly disclosed to Tenant in writing all facts actually known to Landlord regarding the condition of Premises that could materially adversely affect Tenant’s use and occupancy of the Premises.

1.9 Compliance with Laws. Tenant shall at all times comply with the requirementsof local, state and federal laws, rules, codes, orders and regulations (including, without limitation, the Americans with Disabilities Act and any federal, state or local accessibility or discrimination law)

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-ll
now in force or which may hereinafter be in force (“Regulations”) with respect to the Premises and Tenant’s use and occupancy thereof. At all times during the Lease Term, Tenant, at Tenant's own cost and expense, shall make or cause to be made all alterations, additions, repairs, improvements and upgrades to the Premises and every part thereof, required by any Regulation, except for alterations, additions, repairs and improvements required in order for the improvements on the Premises to be in compliance with applicableRegulations as of the Effective Date (it being understood that Landlord is not responsible for installing or constructing any of Tenant’s initial improvementscontemplatedby this Lease).

1.10 Repairsand Maintenance; Replacements.Prior to the Term Commencement Date, Landlord has completed the work described on Exhibit “B-1” attached hereto (the “Landlord’s Work”). On the Term Commencement Date, Landlord shall obtain and deliver to Tenant one year warranties from its contractors with respect to the Landlord’s Work and including standard manufacturer’s warranties with respect to installed equipment which installation is included in Landlord’s Work. Subject to the foregoing warranties(repairs and replacementscovered by such warranties being the responsibility of the issuer of the warranty), Tenant shall maintain the Premises in good condition and repair and shall surrender the same at termination hereof in as good condition as received, normal wear and tear excepted. Tenant shall obtain and maintain throughout the Term customary preventative maintenance and repair contracts for the HVAC systems, the grease interceptor and the elevator. Tenant shall n_ot, however, be responsible for making any material repairs or replacements to the structural beams or structural walls of the Premises unless damage is caused by the active negligence or willful misconduct of Tenant or its contractors or invitees, and in the event that any material repair or replacement of the structural beams or structural walls of the Premises is required, Landlord shall make such repairs and replacements the same at Landlord’s cost promptly after written notice from Tenant and confirmation of the need for such repair or replacement. Landlord shall reasonably schedule and coordinate access for such repairs with Tenant.

If Landlord fails to make such repairs/replacementswithin a reasonable period following written notice from Tenant that the same isrequired and such failure continues for more than thirty (30) days after written notice of such failure or such longer period as Landlord informs Tenant will be required due to delays in obtaining materials or labor or other matters outside of Landlord’s control, then Tenant may do so and Landlord shall reimburse Tenant for the reasonable out of pocket cost thereof within thirty (30) days after written demand (together with supporting documentation).

1.11 Accessibility Report; Reguired Improvements.

The subject Premises have n_otbeen inspected by a Certi?ed Access Specialist (CASp). A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standard under state law. Although state law does not require a CASp inspectionof the subject premises, s the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy; of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection,

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and the cost of making any repairs necessary to correct violations of constructionaccessibility standards within the premises. related In that regard, the parties agree that Tenant may obtain such inspection and report and that Tenant shall pay for any such inspectionand report obtainedby Tenant, and that Tenant shallmake all repairs/improvements required or recommended by such report at Tenant’s sole cost and expense.

1.12 Possession. Landlord shall deliver possession of the Premisesto Tenant upon the Term Commencement Date. Tenant may install an access system as part of its initia l improvements, and if Tenant does so, Tenant will promptly provide a means to Landlord to use the system for access.

1.13 Damage or Destruction of Premises. If the Premises should be damaged or destroyed by ?re or other peril, Tenant shall give written notice to Landlord promptly upon Tenant’s knowledge thereof. If as a result of such ?re or other cause, twenty percent (20%) or more of the Premises is rendered untenable, the obligations of Tenant under this Lease to pay rent with respect to such portion shall be suspended while such portion of the Premises remains untenable.In the event of such damage, Tenant shall promptly restore the Premisesto the conditio existing prior to such damage; provided, however, if such damage occurs during the last n twelve (12) months of the Initial Term or any Extension Term, Tenant may elect, in its sole discretion, whether to repairthe Premises or to tenninate this Lease; providedthat no termination of this Lease by Tenant shall result in any increased cost, expense or liability of Landlord in connection with the Exchange Agreement, the City Property or the Clippinger Project Land.

1.14 Alterations and Additions. Tenant shall not make any alterations, additions or improvementsto the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Section 1.14, Tenant shall have the right to make Permitted Alterations (hereinafter de?ned) in the Premises without Landlord's consent (but with ten 10 days priorwritten notice ("Permitted Alterations Notice"), which notice shall contain a description of the Pennitted Alterations proposed to be undertaken by Tenant and state that such Alterations are Permitted Alterations. A "Permitted Alteration" shall mean any Alteration in the Demised Premises which is consistent with alterations normally and customarily untaken by of?ce tenants in comparable buildings, is permitted by applicableRegulations, and that will not (1) affect the structure or safety of the Building; (2) affect the electrical, plumbing, mechanical or other base Building systems or the functioning thereof; (3) cost more than One Hundred Thousand Dollars ($100,000.00). All alterations, installations, removals and restoration shall be performed in compliance with applicable Regulations and in a good and workmanlike manner so as not to damage or alter the primary structure or structural qualities of the building and other improvements situated on the Premises. Landlord agrees that Tenant may make the alterations and improvements to the Premises described on Exhibit “D”; subject to Landlord’s approval of the plans and speci?cation therefor to the extent the same are not Permitted Alterations. s

1.15 Entg and Inspection. Tenant shall permit Landlord or Landlord’s agents to enter the Premises at all times upon reasonable prior written notice (or without notice, in the event of an emergency) for the purpose of inspecting the Premises, for maintaining and making necessary

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repairs, restorations and replacementsto the Premises as set forth above, and for otherwise determining Tenant’s compliance with this Lease, and to address any emergency (but shall not be obligated to do so).

1.16 Assignment and Subletting. Tenant shall not assign or encumber this Lease or sublet the Premises without the prior written approval of Landlord, which shall not be unreasonably withheld, conditioned or delayed; provided, however, in no event shall Tenant have any right to assign this Lease or any interest herein or sublease all or any portion of the Premises during the Initial Term of this Lease. Notwithstanding the foregoing, Landlord’s prior approval shall not be required for Tenant to allow use of the Premises by participants in Tenant’s programs (including business incubator programs and low/mod educational programs) or for an operator/manager under an operating/management agreement, provided that (a) any such occupancy shall be subject to all requirements of this Lease and to applicable Regulations, (b) any use of the Premises by such persons shall be in accordance with the permitteduse of the Premises, (c) any such arrangement shall tenninate automatically with, and each such occupant shall vacate the Premises on or prior to, the earlier of (i) the date on which such occupant ceases being so engaged in business with Tenant and (ii) expiration or earlier termination of the Term, (d) no such occupancy shall create or be deemed to create any right, title or interest in or to the Premises for any such occupant (other than a license to occupy the applicable portion of the Premises, which shall be subordinateto this Lease), (e) no portion of the Premises shall be separately demised and all parts of the Premises shall remain accessible through a common entrance, and (f) such occupant shall not pay any rent for such use or occupancy of the Premises (but may pay program fees and costs). Tenant shall, upon Landlord’s reasonable request, provide a list of the persons occupying the Premises at any given time and such other information as Landlord may reasonably request, including, without limitation, the nature of the business of any such person and the names of contact persons. In addition to, and not by way of limitation of any other provision of this Lease, Tenant shall indemnify Landlord and hold Landlord harmless from any damages and any claim of tenancy arising out of any such arrangement.

1.17 Indemni?cation. Tenant shall defend, indemnify and hold harmless Landlord from and against any and all claims, losses, damages, liabilities, costs and expenses (includingattorneys’ fees) arising by reason of the negligence or willful misconduct of Tenant or its sublessees or licensees or contractors or the use and occupancy of the Premises or any accident,damage or injury occurring therein or any breach of this Lease by Tenant or any of Tenant’s sublessees, licensees or contractors, except to the extent the same is caused by the negligence, willful misconduct or breach of this Lease by Landlord or its contractors, agents or employees.

2. INSURANCE

2.1 Time for Compliance. Prior to entering the Premises, Tenant shall provide reasonable evidence (such as insurance certificates) to the Landlord that Tenant has obtained all insurance required under this Section.

2.2 Insurance Reguirements. Tenant shall, at its expense, procure and maintain for the durationof this Lease insurance against claimsfor injuriesto persons or damagesto property which may arise from or in connection with the possession, use, occupancy, management, operation,

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repair, maintenance or control of the Premises by the Tenant and/or its officers, of?cials, agents, representatives, volunteers or employees.

2.2.1 Minimum Scope of and Limits of Coverage. Coverage shall be at least as broad as the latest version of the following: (A) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (B) Proof of Automobil Liability: Insurance business or personal auto coverage and (C) Workers’ Compensation e an Employer’s Liability: Workers’ Compensationinsurance as requiredby the State of California dan Employer’s Liability Insurance. Tenant shall maintain limits no less than: (A) General Liability, d $2,000,000 per occurrence for bodily injury, personal injury and property damage (if Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separatelyto this Lease/location or the general aggregate limit shall be twice the required occurrence limit); (B) Proof of business or personal Automobile Liabilit coverage for bodily injury and property damage; and (C) Workers’ Compensationand Employer’ y Liability: Workers’ compensation limits as requiredby the Labor Code of the State ofsCalifornia.

Employers Liability limits of $2,000,000 per accident for bodily injury or disease.

2.2.2 Fire Legal Liability and Extended Coverage. Tenant shall also procure an maintain, at its own expense, for the duration of this Lease, an all perils Premises insurance policy d covering 100% of the replacementcost of all improvementson the Premises. If Tenant does not obtain this policy then Landlord will obtain and charge Tenant for the annual premium which Tenant will reimburse within Ten (10) business days of presenting a copy of the Insurance premium invoice to Tenant. This policy will have an annual deductible of ?ve thousand dollars ($5,000)..

2.2.3 Insurance Endorsements. The insurancepoliciesshall contain the following provisions, or Tenant or the primary insured shall provide endorsements to add the following provisionsto the insurancepolicies:
(a) General Liability. The general liability policy shall be endorsed to state that: (A) the Landlord, its directors, of?cials, officers, employees, volunteers and agents shall be covered as additional insurers with respect to the possession, use, occupancy, management, operation,repair, maintenance or control of the Premises by the Tenant and its officers, of?cials, agents, representatives,volunteers or employees; and (B) the insurance coverage shall be primar insurance with respect to the Landlord, its officials, officers, employees, volunteers and agents, y or if excess, shall stand in an unbroken chain of coverage excess of the Tenant’s scheduled underlyin coverage. Any insurance or self-insurance maintained by the Landlord, its directors,g of?cials, officers, employees, volunteers and agents shall be excess of the Tenant’s insurance and shall not be called upon to contribute with it.

2.2.4 Waiver of Subrogation. Tenant hereby releases Landlord from liability (to Tenant or anyone claiming through or under Tenant by way of subrogation or otherwise) for any loss of, or damage to, property that is or would be covered by any insurance policies maintained or required to be maintained by Tenant pursuant to this Lease, even if such loss or damage i caused by the fault or negligence of Landlord. Tenant will include in its property insurancs policy(ics) a waiver of the insurer’s right of subrogation against Landlord as set forthe below, regardless of fault or negligence. Landlord hereby releases Tenant from liability (to Landlord or

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anyone claiming through or under Landlord by way of subrogation or otherwise) for any loss of, or damage to, property that is or would be covered by any insurance policies maintained, or requiredto be maintained, by Landlord pursuant to this Lease, even if such loss or damage is caused by the fault or negligence of Tenant. Landlord will include in its property insurance policy(ies) a waiver of the insurer’s right of subrogation against Tenant as set forth below, regardless of fault or negligence. Tenant shall cause its insurer to waive all rights of subrogation against the Landlord and its officials, of?cers, employees, volunteers and agents for property damage covered by the applicable insurance policy.

2.2.5 Additional Reguirements. If possible, the General Liability coverage required by this Lease shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certi?ed mail, return receipt requested,has been given to the Landlord; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage providedto the Landlord and its of?cials, of?cers, employees, volunteers and agents. All insurance requiredby this Section shall contain standard separationof insureds provisions.In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Landlord and its of?cials, of?cers, employees, volunteers and agents. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:IV, licensed and admitted to do business in California.

3. DEFAULT‘ TERMINATION.

3.1 Tenant Default. Landlord may pursue, cumulatively or in the alternative as Landlord so elects, the remedies set forth in Section 3.2 as well as any one or more other remedies provided by Law or equity terminate this Lease and all of its obligations hereunder, at its option, upon the occurrence of any of the following (each, a “Default”):

3.1.1 Tenant’s breach of any of its non-monetary obligations underthis Lease and failure to cure such breach within thirty (30) days a?er delivery of written notice from Landlord or, if such cure cannot reasonably be completed within thirty (30) days, Tenant’s failure to commence such cure promptly within the thirty (30) days after delivery of written notice or failure to thereafter diligently prosecute such cure to completion; or

3.1.2 Tenant’s failure to pay any sum required to be paid by Tenant under this Lease and failure to cure such breach within five (5) business days after delivery of written notice from Landlord.

3.2 Remedies. Upon the occurrence of a Default, Landlord may, at Landlord's election, exercise any of the following remedies, in addition to other remedies provided by Law or equity:

3.2.1 Landlord may terminate this Lease by giving Tenant written notice of termination. On the giving of the notice, all of Tenant's rights in the Premises and every part thereof shall terminate. Landlord shall not be deemed to have terminated this Lease unless Landlord shall have so declared in writing to Tenant, nor shall Landlord be deemed to have accepted or consented to an abandonment by Tenant by performing acts intended to maintain or preserve the Leased Land or the Project Improvements, making efforts to re-let the Leased and

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or appointing a receiver to protect Landlord's interest under the Lease. Immediately after notice of termination, Tenant shall surrender and vacate the Leased Land and all Project Improvements in a broom-cleancondition,and Landlordmay reenter and take possessionof the Leased Land an d all improvements and eject all parties in possessionor eject some and not others or eject none.

Termination under Section 3.2.1 shall not relieve Tenant from the payment of any sum then due to Landlord.

3.2.2 If any default by Tenant shall continue uncured for the period applicable to the default underthe applicableprovision of this Lease following notice of default (where require by this Lease), Landlord may, at Landlord's election, reenter the Leased Land and, dwithout terminating this Lease, at any time and from time to time re-let the Leased Land and Projec t Improvements or any part or parts of them for the account and inthe name of Tenant or otherwise Landlord may, at Landlord's election, eject all persons or eject some and not others or eject . none; provided, however, no subtenants, who are not then in default and who agree to attorn to Landlord, shall be ejected. Any re-letting may be for the remainder of the Lease Tenn or for a longer or shorter period. No act by or on behalf of Landlord under this provision shall constitute a termination of this Lease unless Landlord gives Tenant written notice of termination. Landlord' s re-entry without termination under Section 3.2.2 shall not relieve Tenant from payment to Landlord on the due dates specified in this Lease the equivalent of all sums required of Tenant under this Lease, plus Landlord's expenses, less the proceeds of any re-letting or attainment.

3.2.3 Landlord shall be entitled, at Landlord's election, to damages equal to the amount necessary to compensate Landlord for all the detriment directly caused by Tenant's failure to perform Tenant's obligations under this Lease. Such amount shall include, but not be limite d to, such reasonable expenses (including reasonable attomeys' fees and costs) as Landlordmay have paid, assumed, or incurred in recovering possession of the Leased Land, placing the Leased Land in good order and condition, preparing or altering the Premises for re-letting (including rental commissions and advertising). Should Landlord elect to tenninate this Lease under the provision of Section 3.2.1 above, Landlord may recover from Tenant as damages: (i) the worth ats the time of award of any unpaid rent which had been earned at the time of such termination; plus (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earne after termination until the time of award exceeds the amount of such rental loss which couldd have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental lossthat could be reasonably avoided; provided, however, that notwithstanding anything to the contrary contained herein and any remedies that may be permitted currently or in the future under California Law, Landlord shall be required to take all reasonable efforts to mitigate it damages following an Event of Default by Tenant. As used in subparagraphs(i) and (ii) above, thes "worth at the time of award" is computed by allowing interest at the Interest Rate. As used i subparagraph (iii) above, the "worth at the time of award" is computed by discounting suchn amount at the discount rate of the Federal Reserve Bank situated nearest to the location of th Premises at the time of award plus one percent (1%). e

3.3 LandlordRightto Cure. Ifthere shall exist an uncured Default, Landlord shall have the right, but not the obligation, but at the cost of and for the account of Tenant (along with a management fee payable to Landlord, as set forth below), to make such payment or perfonn such act which Tenant is obligated to perform under this Lease in such manner and to such extent as

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may be necessary to cure such Default, and, in exercising any such rights, pay any necessary and incidental costs and expenses, employ counsel and incur and pay reasonable attomeys' fees. Tenant shall pay to Landlord within ten (10) business days after written demand any sum expendedby Landlord under this Section 3.3 provided Landlord’s notice has reasonable evidence of the costs, plus interest on the total of such amounts at the lesser of (i) eight percent (8%) per year or (ii) the maximum interest rate permitted by applicableLaw. Nothing contained in this Section 3.3 shall impairthe rights of Landlord with regard to defaults under Section 3.1.

3.4 Landlord. Tenant may terminate this Lease upon Landlord’s breach of any of its obligations under this Lease and Landlord’s failure to cure such breach within thirty (30) days after delivery of written notice from the Tenant or, if such cure cannot be completed within thirty (30) days, Landlord’s failure to commence such cure within thirty (30) days after delivery of written notice and thereafter diligently prosecute such cure to completion.

4. ENFORCEMENT OF LEASE

4.1 Governing Law and Venue. This Lease shall be governed by the laws of the State of California without regard to conflicts of laws principles. Any litigation or other legal proceedings that arise under or in connection with this Lease shall be conducted in a federal or state court locatedwithin or for the County of Los Angeles, California.

4.2 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver.

4.3 Rights and Remedies are Cumulative. Subject to applicable law, the rights and remedies of the parties are cumulative and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by that party, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

4.4 Legal Action. In addition to any other rights or remedies, any party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compelspeci?c performance of this Lease, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Lease.

4.5 Attorneys’ Fees. If any party commences an action against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs of suit from the losing party.

5. SURRENDER‘ HOLD OVER:

Q Surrender. Tenant shall deliver possession of the Premises to Landlord, cure all defaults, and shall leave the surrendered Premises (i) in good operating condition and in broomclean condition, (ii) in a condition that complies with then-applicable Law, (iii) free from all hazardous materials, except to the extent the same were present when the Premises were delivere to Tenant, and except for items normally or routinely used in the operation,repair, maintenance, d and use of of?ce and retail projects, such as fuels, solvents, cleaning materials, paint and printing materials, which have been used in a manner that complies with applicable Regulations, and (iv)

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free from damage by condemnation and casualty, normal wear and tear excepted. All property that Tenant fails to remove within the period set forth in Section 8.2 shall, at Landlord's election, become Landlord's property upon termination of this Lease.The obligations of Tenant under this Section 5.1 shall survive the expiration or earlier termination of this Lease. 5_+2_ Holding Over. This Lease shall expire without further notice at the expiration of the Lease Term, and no holding over shall be permitted. Any holding over by Tenant after expiration shall not constitute a renewal or extension, nor shall it give Tenant any rights in or to the Premises, or any part thereof. If Tenant shall hold the Premises or any portion thereof after the expiration of the Lease Term, such holding over shall, in the absence of written agreement of Landlord on the subject, be deemed to have created a tenancy from month-to-month terminable on thirty (30) days’written notice by either party to the other, at a monthly rental equal to 150% of the average monthly Rent payableduringthe last year of the Lease Term. If Landlordsubsequentl terminatesthe aforementioned month-to-monthtenancy by providing not lessthan thirty y (30) days prior written notice of ’ such tennination to Tenant, and Tenant does not vacate the Premises by the required date, then such holdover by Tenant shall thereafter constitute a tenancy at sufferance and Tenant shall be in default under this Lease.
5___3 Failure to Surrender. If Tenant fails to surrenderthe Premises, or any part thereof, as required hereunder, Tenant shall defend, protect, indemnify, and hold harmless Landlord, its affiliates, and their respective of?cers, directors, board members, employees, agents, and contractors harmless from any claims, liabilities, losses, damages, costs and expenses, including but not limited to attorneys’ fees, including but not limited to claims made by any succeeding Tenant, founded on or resulting from Tenant's failure to surrender on or before such date. Tenant's obligations under this Section 5 shall survive the expiration or earlier termination of this Lease.

6. MISCELLANEOUS PROVISIONS

6.1 Construction. Since the parties or their agents have reviewed this Lease, the language of this Lease shall be construed simply, according to its fair meaning, and not strictly for or against any party.

6.2 Notices. Any notice, demand, request, consent, approval, communication either party desires or isrequiredto give the other party or any other person shall be in writing, addressed as speci?ed below, and sent by prepaid, ?rst-class certified mail or reputable overnight delivery service to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice sent in accordance with this Section 5.2 shall be deemed communicated upon receipt or ?rst refusal of delivery To Tenant: To Landlord:

CITY OF COVINA Bently Real Estate, LLC
125 E. College Street 1932 E. Garvey Ave South
Covina, CA 91723 West Covina, CA 91791
Attention: City Manager Attn: Tarif Alhassen

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6.3 No Other Agreements. This Lease contains all of the Leases of the parties with respect to the subject matter hereof, and all previous and contemporaneous discussions, negotiations and oral agreements are integrated into and supersededby this Lease.

6.4 Counterparts. This Lease may be signed in counterparts, each of which shall constitute an original.

6.5 Severability. In the event that any one or more of the phrases, sentences, clauses paragraphs, or sections contained , in this Lease shall be declared invalid or unenforceable by a valid judgment or decree of a court of competentjurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Lease which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder.

6.6 Authority. The persons executing this Lease on behalf of the parties hereto warrant that they are duly authorized to execute this Lease on behalf of said partiesand that by so executin this Lease the parties hereto are formally bound to the provisions of this Lease. g

6.7 Binding Effect. This Lease shall bind and inure to the bene?t of the parties and their successors and assigns and successors-in-interest.

6.8 Reservation of Governmental Rights. Nothing in this Lease is intended to or shall waive or alter any city ordinances or any of the Tenant’s rights or powers as a governmental entity; except that, Tenant acknowledges and agrees that, as material consideration to Landlord without which Landlord would not be willing to enter into this Lease, (i) Tenant shall not have the right to exercise any such powers in a manner which increases Landlord’s obligations or decreases Landlord’s rights hereunder or decreases Tenant’s obligations or increases Tenant’s rights hereunder, and (ii) Tenant shall not tenninate this Lease during the Initial Term or modifyTenant’s obligations hereunder, and that it shall be a condition precedentto any termination of this Lease by Tenant during the Initial Term that (i) Landlord shall not incur any cost, expense, liability or obligation as a result of such termination or modification, (ii) such termination shall have no effect with respect to the Exchange Agreement and/or the conveyances which occur pursuant thereto or the parties’ rights thereunder, and that Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including attorneys’ fees) arising in connection with any such tennination or modification.

6.9 Memorandum of Lease. Concurrently with its execution of this Lease, Tenant shall execute and deliver to Landlord, duly acknowledged, (i) a counterpart of a Memorandum of Lease for this Lease in the fom1 attached hereto as Exhibit “E” (the “Memorandum”), and (ii) a counterpart of a Termination of Memorandum of Lease in the fonn attached hereto as Exhibit “Ev1” (the “Termination Memorandum”). Landlord shall be entitled to record the Memorandum among the public records,providedthat Landlord shall not record the Termination Memorandum prior to the expiration or other termination of this Lease. Tenant shall not record this Lease, or a short form memorandum, without Landlord’s written consent and any such recording without

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6.10 Time of the Essence. Time is of the essence of every provision hereof in which time is a factor.

6.11 Limitation of Liability. Notwithstanding anything contained to the contrary in this Lease, whether express or implied, it is agreed that Tenant will look only to Landlord's interest in and to the Premises for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord in the event of a breach or default under this Lease by Landlord and no other property or assets of Landlord, its directors, of?cers, shareholders, members, partners or other principals (disclosed or undisclosed) shall be subject to levy, execution or other enforcement proceduresfor the satisfaction of any such judgment (or otherjudicial process). In confirmation of the foregoing, if Tenant acquires a lien on such other property or assets, by judgment or otherwise, it shall promptly release such lien by executing, acknowledging and delivering an instrument in recordable fomi to that effect prepared by Landlord, but such instrument of release shall not release any such lien on the interest of Landlord in the Premises.

6.12 Covenant Against Encumbrances. Except as expressly provided in this Lease, without the priorwritten consent of Landlord, which may be withheld in Landlord's sole discretion, Tenant shall not and shall not cause or allow any other person to (i) grant any easement, license or other recorded right in the Premises or any portion thereof, (ii) make application for or take any action to effect any change in zoning or any entitlements of the Premises, (iii) make any application for or record any tract map, parcel map, condominium plan, condominium declaration, or plat of subdivision that would affect the Premises, or (iv) otherwise record or execute any documents or instruments which may be recorded affecting the Premises. Notwithstanding the foregoing but subject to the provisions of Section 6.8, the foregoing shall not be deemed to limit Tenant’s right to exercise its powers as a governmental entity in a manner that effects properties generally, as opposed to any action which affects the Premises speci?cally.

6.13 Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, locklabor troubles, inability outs, to procure materials, failure of power, restrictive governmental laws or Regulations, governmental order, shutdown or similar mandate in connection with a current or future pandemic (including the coronavirus disease (COVID-19)), riots, insurrection, war, acts of terrorism, sabotage, material fire or other material casualty, pandemic, epidemics, diseases, or an extraordinary and material act of God (such as a tornado, hurricane or earthquake), or other reason of a like nature not the fault or within the control of the party delayed (each, an “Force Majeure”) in performingwork or doing acts requiredunder the terms of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not operate to excuse prompt payment of any Rent and/or other payments to be made by Tenant pursuant to this Lease.
[signaturesappear on following page]
Exhibit “C”

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LANDLORD:

BENTLY REAL ESTATE, LLC CITY OF COVINA,
a California municipal corporation
By:

Tarif Alhassen, Manager By:

Chris Marcarello, City Manager
ATTEST:

By:

Nicole Alvarez, City Clerk
APPROVED AS TO FORM:

By:

Candice Lee, City Attorney
IN WITNESS WHEREOF, Landlord and Tenant have execu e

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Real property in the City of Covina, County of Los Angeles, State of California,described as follows:

LOT6 OFTRACTNO. 1224, INTHECITYOFCOVINA,AS PER MAPRECORDEDIN BOOK18, PAGES50 AND51 OF MAPS,IN THEOFFICEOFTHE COUNTYRECORDEROF SAIDCOUNTY.

APN: 8431-028-006 (Old APN); 8431-028-111 (New APN)
EXHIBIT “A”

DESCRIPTION OF LAND

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EXHIBIT “B”

DESCRIPTION OF LANDLORD CLIPPINGER PROJECT WORK
The Clippingersite project (the “Project”) is located on the northwest comer of Citrus Avenue an San Bemardino Road and consists of a “mixed-use” development comprising 161 residential unit d (105 units “stacked” above the ground ?oor commercial space and 56 3-story townhouses)san 15,000 square feet of commercial space. The Project entitlements were approved by the Covina d City Council on June 16, 2020 pursuant to Covina City Council Resolution CC 2020-54 an Resolution CC 2020-55 which approved the following entitlements: d

1. Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program; and,

2. Tentative Tract Map (TTM) 73661 and Site Plan Review (SPR) 16-028.

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. The “Warm Shell” (Building BA and BB) shall be delivered to the tenant pursuant to the Construction plans approved by the City of Covina Building and Safety Division, identi?ed as Permits:
a. #10676 (BA) 3280sf 2 story Mixed use building Permit Issued (PI): 8/1/2019, b. #10679 (BB) l900sf 1 story Commercial building Permit Issued (PI): 8/21/2019, c. #10825 Finish Grading Permit Issued (PI): 05/23/19
d. Pending permits: LA County Fire sprinklers and LA County Fire Alarm . All HVAC/Mechanical Equipmentshall be installed and functional; . All ?re/life safety features required of buildings in order to receive a determination of “Substantially Complete” by the City of Covina Building Official shall be installed and functional;
. An ADA-accessible restroom shall be installed in Building BA/BB; . Installationand certi?cation of the Elevator;
. Prior to the delivery of the “Warm Shell” and before the determination by the Covina Building Of?cial of a “Substantially Complete” status, a set of “as-built” plans shall be prepared by the Landlord and delivered to the Covina Building and Safety Division that accurately illustrates all alterations and/or modi?cations in the completed structures versus the improvementsthat were approvedin the Construction plans(example: the Construction plansindicatea pedestria door exiting from the southerly n facadeof Building BA onto the Orange Street sidewalk. The aforementioned pedestrian door has been eliminated.);
. The grease inceptorshall remain in its location with the out?ow piped in a southerly manner to connect to the sewer in the Orange Street right-of-way; . Pay outstanding balances on SPR, CUP, Engineering and pennit fees, impact fees of all associated applicationsto property. (Invoices to be provided prior to ?nal inspection); and, . The exterior of the 401 N. Citrus Avenue “Warm Shell” shall be fully completedpursuant to Site Plan Review (SPR) l5-O43, including all Conditions of Approval EXHIBIT “B-l”
DESCRIPTION OF LANDLORD’S WORK
401 N. Citrus Avenue
Commercial Development
“Warm Shell” deliverable expectations

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..<
Construction work for Citrus Avenue/Geneva Place (“Cross Gutter/I-Iigh Point”):

The Cross Gutter/I-ligh Point work consists of the following:
0 The construction of a north/south “ribbon gutter” connecting the existing gutter plate on the west side of Citrus Avenue, north and south of Geneva Place (crossing Geneva Place). 0 Construction of a “high point”, running in a north/south orientation, immediately west of the Geneva Place cross gutter. A “high point” is a con?guration within the Geneva Place street, where a portion of the street has a slight “rise” or “hump” where the “crest” of the “high point” is a higher elevation grade than the street surface immediately east and west of the “high point” feature. The purpose of a “high point” feature is to redirect surface water ?ow to stay on the easterly side of the “high point” and be redirected to be captured by the cross gutter.
0 The cross gutter/high point construction will require improvements and/or recon?guration to existing curb and gutter on the north and south sides of Geneva Place and Citrus Avenue.

The area of construction is indicated on the attached exhibit and indicated in the “yellow” highlight.

Construction work for Citrus Avenue (“Street Rehabilitation”):

The project consists in a street rehabilitation of 2 inches“Cold Mill” and 2 inchesAsphalt Concrete (“AC”) rubber overlay, construction of new curb ramps per ADA compliance, removal and replacement of sidewalk, curb and gutter and cross gutter, installation of “in-pavement” ?ashing cross walk at midblock cross walks, installation of new landscape at the existing center media between the Metrolink Station and Cypress Avenue, installation of new striping and signag n including Type II Bike Lane and other miscellaneous improvements. e The construction limits of the project are from Workman Avenue to Badillo Street and from San Bemardino Road to Covina Boulevard. The Citrus Avenue Street Rehabilitation project will be completed by July 2023.

EXHIBIT “C”

DESCRIPTION OF TENANT ROAD IMPROVEMENTS
Description of Citrus Avenue Improvements
To be Performed by the City of Covina

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Image Showing Area of Citrus Avenue Improvements
To be Performed by the City of Covina
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Tenant Initial Alterations
Installation of Broadband Internet Infrastructure;
Installation of “IT” equipment within a constructed “IT” closet; Installation of a “kitchenette”, including sink (water and sewer connection)), til backsplash and cabinets (?oor and wall mounted); e
Interior electrical outlets (wall mounted and “drop-down” ceiling); Floor coverings;
Interior wall ?nishing (Painting, art “wrap”, wall art, etc.); Lighting ?xture installation;
Installation of security systems (alarm and CCTV);
. Electronic keypad and/or “fob” entry system;

10. Installation of exterior wall mounted identi?cation signage (illuminated);

11. Installationof exterior wall mounted informational signage;

12. Installation of service counter(s);

13. Installation of modular office furnishings and privacy panels, such as:
a. Enclosed private work-stations;
b. Enclosed conference/meetingsrooms; and,
c. Semi private work-stations.

EXHIBIT “D”

TENANT INITIAL ALTERATIONS

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401 N. CITRUS AVENUE FIRST AND SECOND LEVELS
_______ ______ __L._-
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ROOFBELOW

SECONDFLOORPLAN
a7n.

FIRST FLOOR PLA
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w><ma?a

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EXHIBIT “E”

FORM OF MEMORANDUM OF LEASE
(Attached.)

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ISDace Above For Recorder's Use Onl
The undersigned Landlord declares that this Memorandum of Lease is exempt from Recording Fees pursuant to California Government Code Section 27383.

MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this "Memorandum") is dated as of , 2022 and is entered into by and between BENTLY REAL ESTATE, LLC, a California limited liability company ("Landlord") and the CITY OF COVINA, a California municipal corporation ("Tenant").

RECITALS
A. Landlord and Tenant have entered into that certain Lease dated , 2022 for premises at 401 N. Citrus Avenue in Covina, California owned by Landlord (“Premises”).

B. Landlord and Tenant now desire to record this Memorandum in order to enable Tenant to obtain leaseholdtitle insurance for the Lease.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained in the Lease, and for other consideration, the sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Lease of Premises. Landlord has leased the Premises to Tenant, and Tenant has leased the Premises from Landlord, upon and subject to the terms and conditions set forth in the Lease. The Lease is hereby incorporated herein by this reference.

2. Term. The term of the Lease shall commence on , 2022 (“Term Commencement Date”), and shall expire at 11:59 pm on the last day immediatelypreceding the first day of the ninety—ninth(99"‘)month after the Term Commencement Date, subject to extension by Tenant as provided in the Lease.

RECORDING REQUESTEDBY, AND WHE
RECORDED MAIL TO: N
City of Covina
125 E. College Street
Covina, CA 91723
Attn: City Clerk

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HEREOF, Landlord and Tenant have execu e
ove written.

LANDLORD:

BENTLY REAL ESTATE, LL
C
By:

Print Name:

CITY OF COVINA
By:

Print Name:

Title:

IN WITNESS W
date and year first a

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Covina City CouncilApril 19, 2022

Covina City Council
April 19, 2022