Agenda — Covina City Council, June 21, 2022 (part 1 of 4)

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City Council/CSA/CPFA/CHA Agenda Tuesday June 21, 2022

REGULAR MEETING AGENDA
125 E. College Street, Covina, California
Council Chamber of City Hall
Tuesday, June 21, 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.

In Person: To address the Council/Agency/Authority please complete a yellow speaker request card located at the entrance of the Council Chamber and give it to the City Clerk. Your name will be called when it is your turn to speak.

Remotely via Zoom: Access the meeting remotely via Zoom with one of the following devices:

Computer or Smart Device:
https://us02web.zoom.us/j/87232765909?pwd=alIrdEpTb0hMT29wN3FiWndBZmRVQT09 Telephone:

Dial: +1 669 900 6833
Meeting ID: 872 3276 5909
Passcode: 529949
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City Council/CSA/CPFA/CHA Agenda Tuesday June 21, 2022

1. To request to speak during public comment, please click the “Raise Hand” button on the Zoom toolbar “Reactions” tab.

Note:

Computer / Smart Device Users: The “raise hand” feature is in the reactions tab.

Telephone Users: Press star-nine (*9) on your phone to raise your hand.

2. Staff will announce your name as listed on Zoom or the last four digits of your phone number when it is your turn to speak and unmute the microphone (audio only); speaker must be present when called to speak.

3. Please state your first and last name and city of residence at the beginning of your remarks for the record.

4. The microphone will be muted by staff when you have completed your comments or five (5) minutes have expired, whichever occurs first.

Meeting Assistance Information: In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk’s Office at [email protected] or 626-384-5430. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

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

RECONVENE AND 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

PLEDGE OF ALLEGIANCE
Led by Councilmember Allen

INVOCATION
Given by Covina Police Chaplain Michael Callahan
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City Council/CSA/CPFA/CHA Agenda Tuesday June 21, 2022
PRESENTATIONS - NONE.

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 May 17, 2022, Regular Meeting of the City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Housing Authority.

Agenda Report - CC 1
CC 2. Payment of Demands
Staff Recommendation:

Approve Payment of Demands in the amount of $5,768,129.84 Agenda Report - CC 2 - Pdf
CC 3. Monthly Investment Report of the Treasurer to the City Council and Successor Agency to the Covina Redevelopment Agency for May 2022
Staff Recommendation:

Receive and File.

Agenda Report - CC 3 - Pdf
CC 4. A Ground Lease ("Lease") between the City of Covina ("City"), as landlord, and the Covina Housing Authority ("Authority"), as tenant, of 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 for a Future Navigation Center DRAFT
City Council/CSA/CPFA/CHA Agenda Tuesday June 21, 2022
Staff Recommendation:

Authorize the City Manager/Executive Director to execute and deliver the Lease between the City and the Authority in substantially the form attached as Attachment ”A” with such changes therein as the City Manager/Executive Director may approve, and all related documents for the lease of City-owned property to the Authority located at the Southeast Corner of the Combined Parcels of 601 East San Bernardino Road and 534 North Barranca Avenue for a future Navigation Center; and to take such actions as they deem necessary or proper to effectuate the purpose of the Lease.

Agenda Report - CC 4 - Pdf
CC 5. Award of Contract for City-Wide Janitorial Maintenance Services at City Hall, City Yard, Library, and Various Parks and Recreation Department Facilities Staff Recommendation:

1. Award contract to Boss Janitorial Services Inc. for City-Wide Janitorial Maintenance Services at City Hall, City Yard, Library, and various Parks and Recreation Department facilities; and

2. Authorize the City Manager to execute the Professional Services Agreement with Boss Janitorial Services Inc for City-Wide Janitorial Maintenance Services at City Hall, City Yard, Library, and various Parks and Recreation Department facilities for a three-year period between July 1, 2022 and June 30, 2025 with an option for two (2) additional one-year terms.

Agenda Report - CC 5 - Pdf
CC 6. Transit Operations Services – Proposed Professional Services Agreement with PCAM, LLC (dba Parking Company of America) for Transit Operations Services for Covina Dial-A-Ride Program
Staff Recommendation:

Authorize the City Manager to execute the attached Professional Services Agreement with PCAM, LLC (dba Parking Company of America), for Transit Operations Services for the Covina Dial-A-Ride Program, in an amount not-to-exceed $443,586 for FY 2023, $456,924 for FY 2024, and $470,574 for FY 2025, with an option for two additional one-year terms upon the mutual agreement of both parties, subject to City Council authorization.

Agenda Report - CC 6 - Pdf
CC 7. Renewal of Subrecipient Agreements for Case Management and Nutrition Program Services with YWCA of San Gabriel Valley Effective July 1, 2022 Through June 30, 2023
Staff Recommendation:

Approve the renewal of Subrecipient Agreements for Case Management and Nutrition Program Services with YWCA of San Gabriel Valley effective July 1, 2022 through June 30, 2023 and authorize City Manager to execute the Agreements.

Agenda Report - CC 7 - Pdf
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City Council/CSA/CPFA/CHA Agenda Tuesday June 21, 2022
CC 8. Fourth Amendment to the Agreement between MRH & Associates LLC and the City of Covina
Staff Recommendation:

Approve the Fourth Amendment to the agreement between MRH & Associates LLC and the City of Covina and authorize the City Manager to execute the amendment.

Agenda Report - CC 8 - Pdf
CC 9. Approve and Make AB 361 Findings for Special Brown Act Requirements for Teleconference Meetings
Staff Recommendation:

Approve and make 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.

Agenda Report - CC 9 - Pdf
CC 10. Towing Service Contract Extension
Staff Recommendation:

Continue to review the City's current towing services agreement with Jan's Towing Inc., and authorize the City Manager or his designee to extend the agreement to June 30, 2023.

Agenda Report - CC 10 - Pdf
CC 11. Agreement between All City Management Services, Inc., Charter Oak Unified School District, Covina Valley Unified School District and the City of Covina for School Crossing Guard Services.

Staff Recommendation:

Approve the three-party agreements between All City Management Services, Inc., the City of Covina and Charter Oak Unified School District and similarly with Covina Valley Unified School District for school crossing guard services for fiscal year 2022- 23; and authorize the City Manager to execute the agreement.

Agenda Report - CC 11 - Pdf
CC 12. Maintenance Service Agreement with Leverage Information System Staff Recommendation:

Approve the purchase of an annual maintenance service agreement with Leverage Information System for the city-wide camera system and authorize City Manager or his designee to sign service agreement.

Agenda Report - CC 12 - Pdf
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City Council/CSA/CPFA/CHA Agenda Tuesday June 21, 2022
CC 13. Memorandum(s) of Understanding with Azusa, Covina Valley, and Charter Oak Unified School Districts Regarding School Resource Officers Staff Recommendation:

Approve the MOUs to maintain school safety within the three school districts patrolled by the Covina Police Department (CPD). The relationship between CPD and the Azusa, Covina Valley, and Charter Oak Unified School Districts are stronger than ever, despite pandemic recovery challenges and the nationwide concern for school campus violence.

Agenda Report - CC 13 - Pdf
CC 14. Consideration to Provide Financial Assistance to the Covina Valley Historical Society for Maintenance/Repairs at the Covina Heritage House
Staff Recommendation:

That the City Council approve Resolution CC 2022-63 to appropriate funding through the American Rescue Plan Act of 2021 ("ARPA") to support a local non-profit organization, the Covina Historical Society.

Agenda Report - CC 14 - Pdf
CC 15. Amendment No. 2 to the Agreement with Inter-Con Security Systems Inc., to Extend Parking Enforcement Services
Staff Recommendation:

Approve Amendment No. 2 to the agreement with Inter-Con Security Systems Inc., to extend parking enforcement services; and authorize the City Manager or his designee to execute the amendment.

Agenda Report - CC 15 - Pdf
CC 16. Purchase Agreement for Water and Building Division’s Mid-Size Service Utility Trucks
Staff Recommendation:

Authorize the City Manager to execute a Purchase Agreement with National Auto Fleet Group for the purchase of two (2) 2022 Ford Ranger XL Trucks and one (1) Ford Maverick Hybrid XL Regular Cab Truck in an amount not-to-exceed $90,000.00 Agenda Report - CC 16 - Pdf
CC 17. Request to Amend the City's Classification Plan and Salary Schedules To Revise and Establish Specified Job Classifications In the Public Works Department Represented by the American Federation of State, County and Municipal Employees (AFSCME) Bargaining Unit and the Mid-Management, Supervisory and Professional, & Confidential and Technical Compensation Rules (Unaffiliated) and Approval of a Side Letter Agreement between the City of Covina and AFSCME
Staff Recommendation:

That the City Council adopt Resolution CC 2022-60 and Resolution CC 2022-61 to:

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City Council/CSA/CPFA/CHA Agenda Tuesday June 21, 2022

1. Establish and amend the City's Classification Plan;

2. Amend job descriptions and salary ranges for certain positions in the Public Works Department; and

3. Authorize the City Manager to execute the side letter agreement between the City and AFSCME to amend the AFSCME MOU.

Agenda Report - CC 17 - Pdf

CONTINUED PUBLIC HEARINGS - NONE

PUBLIC HEARINGS
PH 1. Ordinance 22-08, Approving an Extension of Urgency Ordinance 22-07 Establishing Regulations Pertaining to Two-unit Residential Developments and Urban Lot Splits in Single Family Residential Zones for a Period of 10 Months and 15 days Staff Recommendation:

Adopt Ordinance 22-08, Extending Urgency Ordinance 22-07 in Establishing Regulations Pertaining to Two-unit Residential Developments and Urban Lot Splits in Single Family Residential Zones for a Period of 10 Months and 15 days.

Agenda Report - PH 1 - Pdf
PH 2. Ordinance 22-09 for Zoning Code Amendment (ZCA) 22-001 to Amend Chapter

17.32 (“Residential Recreation”) of Title 17 (Zoning) of the Covina Municipal Code to Add On-site Sale of Beer and Wine, Accessory to a Permitted Use, as a Conditionally Permitted Use
Staff Recommendation:

Waive full reading, read by title only, and introduce the first reading Ordinance 22- 09, “An ordinance of the City Council of the City of Covina, California, approving Zoning Code Amendment (ZCA) 22-001, to amend Chapter 17.32 of the Covina Municipal Code (R-R Residential Recreation Zone), to add on-site consumption of beer and wine, accessory to a permitted use, as a conditionally permitted use, and making a determination of exemption under CEQA”.

Agenda Report - PH 2 - Pdf

CONTINUED BUSINESS - NONE

NEW BUSINESS
NB 1. Authorize the Levy of Special Taxes for the City of Covina Community Facilities District No. 2007-1 (Public Services) (Annexation No. 30), and to Call and Hold a Special Election (342 S. Fourth Avenue, Covina)
Staff Recommendation:

1. Adopt Resolution CC2022-58, calling a special election and submitting to the voters of Annexation No. 30 of City of Covina Community Facilities District No. 2007-1 (Public Services), propositions regarding the annual levy of special taxes DRAFT
City Council/CSA/CPFA/CHA Agenda Tuesday June 21, 2022
within Annexation No. 30 to finance public services, and the establishment of an appropriations limit; and

2. Adopt Resolution CC 2022-59, making certain findings, certifying the results of an election and adding property to Community Facilities District No. 2007-1 (Public Services), Annexation No. 30.

Agenda Report - NB 1 - Pdf
NB 2. Ordinance 22-10 Amending Title 13 of the Covina Municipal Code Pertaining to Water Conservation for Water Services Provided by the City - First Reading and Introduction
Staff Recommendation:

Waive full reading, read by title only, and introduce for first reading Ordinance 22- 10 entitled, “An Ordinance of the City Council of the City of Covina, California Amending Title 13 of the Covina Municipal Code Pertaining to Water Services Provided by the City and Water Conservation.”
Agenda Report - NB 2 - Pdf

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, July 5, 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 the agenda for the Jun 21 2022, meeting was posted on the City’s website and near the front entrances of: Covina City Hall, 125 East College Street, Covina, in accordance with California Government Code Section 54954.2(a).

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.

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COUNCIL/CSA/CPFA/CHA MINUTES Page 1 of 6 Tuesday, May 17, 2022 MINUTES OF MAY 17, 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 7:30 p.m. with all councilmembers present.

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

Councilmembers Absent: None.

Elected Members Present: City Clerk Mary Lou Walczak and City Treasurer Geoffrey Cobbett.

Elected Members Absent: None.

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, Acting Assistant Fire Chief Carl Flores, and Chief Deputy City Clerk Nicole Alvarez.

PLEDGE OF ALLEGIANCE
Led by Councilmember Marquez

INVOCATION
Given by Covina Police Chaplain David Truax

PRESENTATIONS
A. National Police Week Proclamation
ITEM NO. CC 1
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COUNCIL/CSA/CPFA/CHA MINUTES Page 2 of 6 Tuesday, May 17, 2022 In honor of Peace Officer’s Memorial Day, Mayor Cortez recognized and honored the surviving families of Police Sergeant Scott Hanson and Police Officer Jordan Corder. A proclamation declaring May 15 – 21, 2022, as National Police Week was read into record by Mayor Cortez and presented to Police Chief Povero.

PUBLIC COMMENTS
Azusa Mayor, Robert Gonzales, introduced himself as the official Water Quality Authority representative for the city and expressed his excitement for a bowling tournament against the City Council.

Toni G. stated her concerns regarding the increased noise and traffic on Cypress Street due to a food truck. In response to an inquiry by Councilmember King, Police Chief Povero commented on the need to work with the Los Angeles County Sheriff’s Department as the truck is located in the unincorporated area of the city.

COUNCIL AGENCY AUTHORITY COMMENTS
Councilmember King commented on honoring the memories of Police Sergeant Scott Hanson and Police Officer Jordan Corder. Councilmember King wished everyone a wonderful Memorial Day.

Councilmember Linares commented on his attendance at a fundraising event hosted by the Covina Sunrise Rotary Club and the return of local events around the city.

Councilmember Marquez commented on his attendance at the fundraising event hosted by the Covina Sunrise Rotary Club and an email he received from Hilda Solis regarding programs to assist people experiencing homelessness.

Mayor Pro Tem Allen reported on his attendance at the League of California Cities meeting and executive board votes including: Opposition of AB 2053, by Assemblyman Lee, creating the California Housing Authority; conditional support to AB 2295, by Assemblyman Bloom regarding housing development - if proposed amendments are accepted; a split vote on SB 1326 regarding interstate cannabis trafficking; opposition to the single use plastic bill regarding plastic straws while monitoring bill updates; and opposition to a bill allowing ADUs to be up to 25 feet.

Mayor Cortez announced the following:
 Businesses who were negatively impacted by COVID-19 will be eligible to apply for up to $2,000 in eligible fee forgiveness. Preapplications will be accepted by the city’s Business License and Fee Forgiveness Program beginning Wednesday, June 15, 2022. For more information visit the city’s website, social media accounts, or e-mail [email protected].
 The summer issue for Covina Today is now available. For more information or to register for programs please visit the city’s website or call the Parks & Recreations Department.  City Hall, Public Works and Parks & Recreation Offices will be closed on Monday, May 30, 2022, in observance of Memorial Day. The Covina Police Department operates 24 hours per day, 7 days per week for emergency response. For after-hours Police or Public Works assistance, please call 626-384-5808.

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COUNCIL/CSA/CPFA/CHA MINUTES Page 3 of 6 Tuesday, May 17, 2022  Family Play Day and the reopening of Covina Park will take place on Saturday, May 21, 2022, with a 9:00 a.m. ribbon cutting. In addition, the Kiwanis Covina South Hills Club will be having a Pancake Breakfast from 7:30 a.m. to 12:00 p.m.

CITY MANAGER COMMENTS
City Manager Marcarello reminded the community of the rules regarding the installation of temporary signs on private property and the public right-of-way as election day approaches.

CONSENT CALENDAR
Councilmember King pulled Consent Calendar item CC 4 for separate discussion.

A motion was made by Councilmember Linares, seconded by Councilmember King, to approve Consent Calendar items CC 1 – 3, and 5 – 12 as presented. Councilmember Marquez voted aye, but announced that he would be voting no on Consent Calendar item CC 11.

Motion approved by roll call vote for Consent Calendar items CC 1 – 3, 5 – 10 and 12 as follows:

AYES: KING, LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
Motion approved by roll call vote for Consent Calendar item CC 11 as follows:

AYES: KING, LINARES, ALLEN, CORTEZ
NOES: MARQUEZ
ABSTAIN: NONE
ABSENT: NONE
CC 1. City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Covina Housing Authority approved the Minutes of the May 3, 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/Covina Public Financing Authority/Covina Housing Authority approved 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 as amended.

CC 3. City Council/Successor Agency to the Covina Redevelopment Agency approved Payment of Demands in the amount of $2,406,340.04.

CC 5. 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.

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COUNCIL/CSA/CPFA/CHA MINUTES Page 4 of 6 Tuesday, May 17, 2022 CC 6. City Council canceled the City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Covina Housing Authority regular scheduled Joint Meeting of June 7, 2022; and directed the City Clerk's Office to post the required notice of cancelation.

CC 7. City Council adopted on second reading Ordinance 22-06 entitled, “An Ordinance of the City of Covina, California, amending various sections of the zoning code (Title 17 of the Covina Municipal Code) regarding accessory dwelling units and junior accessory dwelling units, and making a determination of exemption under the California Environmental Quality Act (“CEQA”).

CC 8. City Council:

1. Approved Amendment No. 2 to the Amended and Restated Exclusive Franchise Agreement for Solid Waste Collection Services to comply with State-mandated organics recycling requirements (Senate Bill 1383) and to adopt other proposed changes to the existing franchise agreement;

2. Adopted Resolution CC 2022-51 approving Amendment No. 2 to the Franchise Agreement with Arakelian dba Athens Services and authorizing an increase in the maximum permitted solid waste and recycling collection service rates charged by Athens for solid waste collection services; and

3. Authorized the City Manager to execute the amendment to the franchise agreement.

CC 9. City Council:

1. Approved the Fiscal Year 2023 water supply strategy outlined in this report;

2. Authorized the City Manager or his designee to negotiate a temporary lease assignment of Fiscal Years 2022 through 2024 Water Production Rights (equal to 359.69-acre feet per year), or execute a temporary assignment of water rights to assign 359.69-acre feet of FY 2023 Water Production Rights from the City of Covina to the Covina Irrigating Company;

3. Authorized the City to lease up to 500 shares of Covina Irrigating Company stock for Fiscal Year 2023 in an amount not-to-exceed $187,500, and execute an Offer Letter, a Lease Agreement, and an Order for Delivery with interested shareholders; and

4. Authorized the City to participate in the Fiscal Year 2023 Covina Irrigating Company lease pool to the level needed to enable the City to achieve its water supply target.

CC 10. City Council adopted Resolution CC 2022-52 establishing the Fiscal Year 2022-2023 Article XIIIB Appropriation Limit for the City of Covina.

CC 11. City Council authorized the City Manager to execute the First Amendment to the Professional Services Agreement with American Traffic Solutions Inc. (ATS) to extend Red-Light photo enforcement service.

CC 12. City Council authorized the City Manager to execute the First Amendment to the Professional Service Agreement with Clifton Larson Allen, LLP, to provide audit services.

CONSENT CALENDAR ITEM PULLED FOR SEPARATE DISCUSSION
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COUNCIL/CSA/CPFA/CHA MINUTES Page 5 of 6 Tuesday, May 17, 2022 CC 4. City Council/Successor Agency to the Covina Redevelopment Agency received and filed the Monthly Investment Report of the Treasurer to the City Council and Successor Agency to the Covina Redevelopment Agency for April 2022.

City Treasurer Cobbett provided a brief report on the city’s investments and financial standing.

A motion was made by Councilmember King, seconded by Councilmember Linares, to approve Consent Calendar item CC 4.

Motion approved by roll call vote for Consent Calendar item CC 4 as follows:

AYES: KING, LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
CONTINUED PUBLIC HEARINGS – None.

PUBLIC HEARINGS
PH 1. Adoption of the Fiscal Year 2022-23 Budget, Fiscal Year 2023-2027 Capital Improvement Program (CIP) and Fiscal Year 2022-23 CIP Budget Mayor Cortez opened the public hearing.

City Manager Marcarello provided a brief overview of the agenda report. A PowerPoint presentation and further detail of the budget were presented by Administrative Services Director Agramonte.

Mayor Pro Tem Allen requested that staff market successes of the city to the community.

Questions, discussion, and comments followed regarding the budget, kudos to staff, employee growth, quality of life issues, and city reserves.

There were no public comments, therefore, Mayor Cortez closed the public hearing.

A motion was made by Councilmember King, seconded by Councilmember Marquez, to:

1. Adopt Resolution CC 2022-53 adopting the City of Covina budget for July 1, 2022 through June 30, 2023;

2. Adopt Resolution SA 2022-01 adopting the operating budget for the City of Covina Successor Agency for July 1, 2022 through June 30, 2023; and

3. Adopt Resolution CC 2022-54 adopting the Fiscal Year 2023-2027 Capital Improvement Program and the Fiscal Year 2022-23 Capital Improvement Program Budget.

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
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COUNCIL/CSA/CPFA/CHA MINUTES Page 6 of 6 Tuesday, May 17, 2022 CONTINUED BUSINESS – None.

NEW BUSINESS
NB 1. Ordinance 22-07, An Urgency Ordinance Establishing Regulations Pertaining to Two-Unit Residential Developments and Urban Lot Splits in Single Family Residential Zones
The agenda report was provided by Community Development Director Lee.

There were no public comments.

In response to an inquiry by Councilmember Marquez, Community Development Director Lee informed the City Council that the urgency ordinance may be extended up to a year after the initial 45-day period.

Councilmember King and Mayor Pro Tem Allen expressed their frustration regarding this issue.

A motion was made by Councilmember King, seconded by Councilmember Marquez, to adopt Ordinance 22-07 entitled, "An Urgency Ordinance of the City of Covina, California, Establishing Regulations 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 Public Hearing item NB 1 as follows:

AYES: KING, LINARES, MARQUEZ, ALLEN, CORTEZ
NOES: NONE
ABSTAIN: NONE
ABSENT: NONE
City Attorney Lee read the title of Ordinance 22-07 into record.

ADJOURNMENT
At 8:46 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, June 21, 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:
__________________________________________
Fabian Velez
Deputy City Clerk
Approved this 21st day of June, 2022:
_____________________________________
Patricia Cortez, Mayor/Chair
CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 2
Meeting: CC Regular Meeting - Jun 21 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 $5,768,129.84 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 April 29, 2022 - June 2, 2022 CITY checks/EFTs $ 3,898,762.37
CITY payroll $ 1,831,482.26
CITY voids $ -
Worker's Comp $ 26,145.74
$ 5,756,390.37
SACRA checks/EFTs $ 3,175.03
SACRA payroll $ 8,564.44
$ 11,739.47
TOTAL checks/EFTs $ 5,768,129.84
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 April 29, 2022 - May 2, 2022 Respectfully submitted,

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
5794 04/28/2022 477 STATE OF CA 457.00
5795 04/28/2022 3280 INTERNAL REVENUE SERVICE 1,216.77
5796 05/12/2022 4160 ICMA RETIREMENT TRUST-IRA 30.00
5797 05/12/2022 1405 ICMA RETIREMENT TRUST-457 5,880.94 5798 05/12/2022 4003 MidAmerica 2,229.95
5799 05/12/2022 2033 NATIONWIDE RETIREMENT SOLUTIONS 13,509.00 5800 04/06/2022 283 BANK OF THE WEST 22,369.19
5801 04/27/2022 1075 WEX BANK 451.28
5802 05/26/2022 4160 ICMA RETIREMENT TRUST-IRA 30.00
5803 05/26/2022 1405 ICMA RETIREMENT TRUST-457 5,658.13 5804 05/26/2022 4003 MidAmerica 2,150.33
5805 05/26/2022 2033 NATIONWIDE RETIREMENT SOLUTIONS 13,409.00 20516 05/01/2022 487 CalPERS 83,499.68
20517 05/01/2022 487 CalPERS 7,854.11
20521 05/01/2022 487 CalPERS 79,927.14
20522 05/12/2022 788 COVINA, CITY OF 44,616.23
20523 05/12/2022 789 COVINA-FSA, CITY OF 868.18
20524 05/12/2022 1247 GREAT WEST LIFE & ANNUITY 4,400.00 20525 05/12/2022 788 COVINA, CITY OF 25.98
20526 05/12/2022 789 COVINA-FSA, CITY OF 458.34
20527 06/01/2022 487 CalPERS 83,194.01
20528 06/01/2022 487 CalPERS 7,394.83
20529 05/26/2022 788 COVINA, CITY OF 44,594.42
20530 05/26/2022 789 COVINA-FSA, CITY OF 868.18
20531 05/26/2022 1247 GREAT WEST LIFE & ANNUITY 4,400.00 20532 06/01/2022 487 CalPERS 81,788.52
subtotal EFT/wires/direct deposits $511,281.21
104380 01/20/2021 99999 SHEUNGYI CHAN (33.80)
104574 02/03/2021 99999 SPENCER HAYES (16.45)
105523 04/08/2021 99999 KATERIN BARAJAS (45.55)
105809 04/29/2021 99999 CARTER RAY VINCENT (45.59)
111038 05/04/2022 4379 789, Inc. 5,376.09
111039 05/04/2022 4188 ACCO ENGINEERED SYSTEMS 2,638.59 111040 05/04/2022 30 ACE PELIZON PLUMBING INC 8,995.00
111041 05/04/2022 32 ACE-1 AUTO SERVICE 1,767.29
111042 05/04/2022 44 ADAMSON INDUSTRIES 4,779.68
111043 05/04/2022 82 AIR-BREE HEATING 2,190.00
111044 05/04/2022 84 AIRGAS-WEST 714.92
111045 05/04/2022 113 ALL CITY MANAGEMENT SVC 7,203.06
111046 05/04/2022 116 ALL STAR GLASS 611.53
111047 05/04/2022 3789 SYNCB/AMAZON 553.57
111048 05/04/2022 4938 ArchiveSocial, Inc. 1,800.00
111049 05/04/2022 255 AZUSA PLUMBING & HEATNG SUPPLY 188.01 111050 05/04/2022 304 BAXTER'S FRAME WORKS 59.26
111051 05/04/2022 4643 Bear Electrical Solutions, Inc. 17,486.60 111052 05/04/2022 5195 A3 COMMUNICATIONS, INC. 49,661.72 111053 05/04/2022 430 BUILDING ELECTRONIC CONTROLS 213.75 111054 05/04/2022 437 BURRO CANYON ENT INC 90.00
111055 05/04/2022 471 CALBO 175.00

Page 2 of 12 ends

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
111056 05/04/2022 536 CARQUEST AUTO PARTS 364.65
111057 05/04/2022 568 CAT SPECIALTIES INC 799.82
111058 05/04/2022 600 CERTIFIED UNDERCAR PARTS 109.92
111059 05/04/2022 4714 CIR, Inc. 17,343.75
111060 05/04/2022 664 CIVILTEC ENGINEERING INC. 4,635.00 111061 05/04/2022 5209 Claudia Vargas 140.00
111062 05/04/2022 749 THE COUNSELING TEAM 1,400.00
111063 05/04/2022 766 COVINA DISPOSAL CO 16,446.83
111064 05/04/2022 783 CITY OF COVINA WATER 65.92
111065 05/04/2022 4960 Data Ticket, Inc. 216.05
111066 05/04/2022 947 DUNN EDWARDS CORP 254.80
111067 05/04/2022 970 EDISON CO 8,194.43
111068 05/04/2022 4885 ELIE FARAH 2,300.00
111069 05/04/2022 4682 Evan Brooks Associates, Inc. 5,320.00 111070 05/04/2022 3911 FACTORY MOTOR PARTS 236.14
111071 05/04/2022 4455 FRONTIER 290.55
111072 05/04/2022 3300 SOUTHERN COUNTIES FUELS 1,244.18 111073 05/04/2022 4883 Glendora Employment Agency, Inc 6,401.57 111074 05/04/2022 1204 GOLDEN STATE WATER COMPANY 140.78 111075 05/04/2022 1235 GRAINGER 299.73
111076 05/04/2022 1275 HAAKER EQUIPMENT CO 2,280.61
111077 05/04/2022 1361 HOLLIDAY ROCK CO INC 1,497.20
111078 05/04/2022 1364 HOME DEPOT CREDIT SERVICES 3,122.42 111079 05/04/2022 4925 Humane Society of Pomona Valley, Inc. 24,992.50 111080 05/04/2022 3988 LANDSCAPE WAREHOUSE III 399.06
111081 05/04/2022 1417 IMS COMMERCIAL ICE SYSTEM REGRIGERATION 671.30 111082 05/04/2022 3823 JEEPERS CREEPERS EXTERMINATING 249.00 111083 05/04/2022 1614 LA CNTY FIRE DEPARTMENT 994,334.00 111084 05/04/2022 1617 LA CNTY REGISTRAR RECORDER 75.00 111085 05/04/2022 1617 REGISTRAR-RECORDER, COUNTY CLERK 20.00 111086 05/04/2022 1707 LIEBERT CASSIDY WHITMORE 3,659.80 111087 05/04/2022 1754 LOWE'S COMPANIES INC 329.79
111088 05/04/2022 4717 Merchants Landscape Services, Inc. 600.00 111089 05/04/2022 4930 Michael Baker International, Inc. 10,876.98 111090 05/04/2022 4687 Mighty Oak Technnology 16,667.00 111091 05/04/2022 1933 MISSION LINEN SUPPLY 13.20
111092 05/04/2022 4360 MOORE IACOFANO GOLTSMAN, INC. 5,940.00 111093 05/04/2022 2004 MUNICIPAL MGMT ASSOC OF SOCAL 60.00 111094 05/04/2022 2027 NAPA AUTO PARTS 198.75
111095 05/04/2022 4564 NATIONAL UNION FIRE INSURANCE COMPANY 765.00 111096 05/04/2022 5096 NexTech Systems, Inc 2,637.18
111097 05/04/2022 2091 O REILLY AUTO PARTS 202.45
111098 05/04/2022 4824 Occu-Med, Ltd. 1,812.00
111099 05/04/2022 5169 Occupational Health Centers of California 142.00 111100 05/04/2022 2104 OFFICE DEPOT 47.93
111101 05/04/2022 99999 CHRISTINA TAYLOR 30.00
111102 05/04/2022 99999 CONRAD CARINO 3,926.18
111103 05/04/2022 99999 EDGARDO ANGELES 101.00
111104 05/04/2022 99999 GREGG PETERSON 2,100.00

Page 3 of 12 ends

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
111105 05/04/2022 99999 RCL CONSTRUCTION 500.00
111106 05/04/2022 99999 THELMA GONZAGA 45.00
111107 05/04/2022 2238 PEST OPTIONS INC 360.00
111108 05/04/2022 2329 PUENTE READY MIX INC 744.19
111109 05/04/2022 3796 RICHARDS, WATSON & GERSHON 4,804.80 111110 05/04/2022 4350 RKA Consulting Group 17,087.80
111111 05/04/2022 5109 SITEREP CONSTRUCTION SERVICES, INC. 25,000.00 111112 05/04/2022 2676 SMART AND FINAL IRIS CORP 736.46 111113 05/04/2022 2752 STEPHEN DORECK EQUIPMENT RENTALS INC 95,391.40 111114 05/04/2022 3729 SUNBELT RENTALS INC 328.23
111115 05/04/2022 5134 Tolar Manufacturing Company Inc. 11,499.08 111116 05/04/2022 5208 S&S TOOL & SUPPLY, INC. 5,206.63 111117 05/04/2022 2903 TRI-XECUTEX CORP 85.00
111118 05/04/2022 4813 JOHNSON CONTROLS FIRE PROTECTION LP 198.64 111119 05/04/2022 2926 TYLER TECHNOLOGIES INC. 5,172.06 111120 05/04/2022 4764 UniFirst Corporation 523.26
111121 05/04/2022 2958 US POSTMASTER 4,788.00
111122 05/04/2022 3004 VICTORY EXTERMINATING INC 65.00
111123 05/04/2022 3023 VULCAN MATERIALS COMPANY 1,381.65 111124 05/04/2022 5174 Walter's Wholesale Electric Co. 13,738.25 111125 05/04/2022 3070 WEST COAST ARBORISTS INC 20,296.00 111126 05/04/2022 3134 XEROX CORPORATION 745.29
111127 05/04/2022 3137 Y TIRE SALES 1,698.26
111128 05/04/2022 3152 YWCA 3,155.87
111129 05/11/2022 30 ACE PELIZON PLUMBING INC 2,390.00
111130 05/11/2022 32 ACE-1 AUTO SERVICE 2,552.67
111131 05/11/2022 4209 ADLERHORST INTERNATIONAL 577.50
111132 05/11/2022 4765 Advanced Microcomputing Concepts, Inc. 2,735.31 111133 05/11/2022 82 AIR-BREE HEATING 477.00
111134 05/11/2022 84 AIRGAS-WEST 189.74
111135 05/11/2022 3789 SYNCB/AMAZON 1,604.66
111136 05/11/2022 160 AMERICAN WEST COAST SECURITY 50.00 111137 05/11/2022 219 AT&T 774.15
111138 05/11/2022 221 AT&T 300.00
111139 05/11/2022 255 AZUSA PLUMBING & HEATNG SUPPLY 90.70 111140 05/11/2022 260 B & K ELECTRIC WHOLESALE 401.89
111141 05/11/2022 269 BAKER AND TAYLOR INC 2,789.65
111142 05/11/2022 493 CWE 14,669.34
111143 05/11/2022 568 CAT SPECIALTIES INC 206.92
111144 05/11/2022 572 CATHOLIC CHARITIES OF LOS ANGELES 10,282.00 111145 05/11/2022 649 CINTAS CORP #693 560.92
111146 05/11/2022 4714 CIR, Inc. 32,143.30
111147 05/11/2022 654 CITRUS CAR WASH 297.00
111148 05/11/2022 5099 CliftonLarsonAllen LLP 2,987.00
111149 05/11/2022 692 CODE PUBLISHING COMPANY 108.00
111150 05/11/2022 749 THE COUNSELING TEAM 300.00
111151 05/11/2022 767 COVINA DOWNTOWN ASSOCIATION 3,914.57 111152 05/11/2022 771 COVINA IRRIGATING CO 211,204.67
111153 05/11/2022 875 DELL MARKETING L.P. 4,593.05

Page 4 of 12 ends

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
111154 05/11/2022 3269 E.C. CONSTRUCTION CO 4,200.00
111155 05/11/2022 970 EDISON CO 85,316.09
111156 05/11/2022 4608 EMC CORPORATION 13,927.20
111157 05/11/2022 4977 Enterprise FM Trust 3,683.53
111158 05/11/2022 4977 Enterprise FM Trust 594.39
111159 05/11/2022 4332 ERIC ARROYO 3,000.00
111160 05/11/2022 1055 FEDEX 61.34
111161 05/11/2022 1075 WEX BANK 230.30
111162 05/11/2022 1119 UC REGENTS 1,614.24
111163 05/11/2022 4455 FRONTIER 3,902.68
111164 05/11/2022 1156 THE GAS COMPANY 3,132.21
111165 05/11/2022 1190 GLENDORA DODGE 1,363.30
111166 05/11/2022 1235 GRAINGER 931.78
111167 05/11/2022 1361 HOLLIDAY ROCK CO INC 189.63
111168 05/11/2022 1364 HOME DEPOT CREDIT SERVICES 3,086.12 111169 05/11/2022 1428 INGRAM DIST GROUP 111.17
111170 05/11/2022 3749 JCL BARRICADE COMPANY 3,441.73
111171 05/11/2022 1547 KELLY PAPER CO 2,483.38
111172 05/11/2022 1604 LA CNTY AGRIC COMMR/WTS MEAS 354.43 111173 05/11/2022 1605 COUNTY OF LOS ANGELES 67.00
111174 05/11/2022 1612 LA CNTY DEPT OF PUBLIC WORKS 3,573.00 111175 05/11/2022 1617 REGISTRAR-RECORDER, COUNTY CLERK 50.00 111176 05/11/2022 1646 LANGUAGE LINE SERVICES INC 257.56 111177 05/11/2022 1754 LOWE'S COMPANIES INC 381.05
111178 05/11/2022 5137 MasterCorp Commercial Services LLC 3,926.67 111179 05/11/2022 1895 MERRIMAC ENERGY GROUP 42,891.91
111180 05/11/2022 4833 Michael R. Hillmann 3,055.00
111181 05/11/2022 4360 MOORE IACOFANO GOLTSMAN, INC. 250.00 111182 05/11/2022 4406 MORITA, DUANE A 1,375.00
111183 05/11/2022 2091 O REILLY AUTO PARTS 133.19
111184 05/11/2022 2101 OCLC 1,534.24
111185 05/11/2022 99999 AKBAR SIDDIQUI 104.26
111186 05/11/2022 99999 BRIAN FICKEL 72.02
111187 05/11/2022 99999 CRAVE CAKES & PASTRIES 135.06
111188 05/11/2022 99999 DIEGO CHIRAULO 126.09
111189 05/11/2022 99999 GENTRY BROTHERS INC 444.15
111190 05/11/2022 99999 HARDWARE FACTORY STORE, INC. 59.50 111191 05/11/2022 99999 JENNIFER JUNG FUCHS 61.36
111192 05/11/2022 99999 JOANNE ZHANG 50.90
111193 05/11/2022 99999 KATERIN BARAJAS 45.55
111194 05/11/2022 99999 LAW OFFICE OF REGINA RATNER 275.00 111195 05/11/2022 99999 MIRNA KASSEM 275.00
111196 05/11/2022 99999 SHEUNGYI CHAN 33.80
111197 05/11/2022 99999 SPENCER HAYES 16.45
111198 05/11/2022 2275 POIRIER, ROBERT 140.00
111199 05/11/2022 2415 REPUBLIC MASTER CHEFS 587.16
111200 05/11/2022 4958 Richard Thomas Copeland 1,200.00 111201 05/11/2022 3796 RICHARDS, WATSON & GERSHON 6,328.18 111202 05/11/2022 2646 SHOWCASES 270.00

Page 5 of 12 ends

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
111203 05/11/2022 2651 SIGN A RAMA COVINA 386.82
111204 05/11/2022 5205 ANTHRO INTERNATIONAL 435.26
111205 05/11/2022 5052 SKY JTC CORPORATION 21,981.10
111206 05/11/2022 4389 SOCIAL VOCATIONAL SERVICES, INC. 2,167.00 111207 05/11/2022 2705 SOUTH COAST AQMD 143.88
111208 05/11/2022 2711 SOUTHEAST CONSTRUCTION INC 13.47 111209 05/11/2022 2736 STAPLES BUSINESS ADVANTAGE 1,391.97 111210 05/11/2022 4738 Support Solutions, Inc. 8,530.53 111211 05/11/2022 2800 T MOBILE USA 564.00
111212 05/11/2022 5087 Tamrin Olden 3,500.00
111213 05/11/2022 2852 THREE VALLEY MUN WATER DISTR 1,579.67 111214 05/11/2022 2855 CHARTER COMMUNICATION 380.13
111215 05/11/2022 3185 TOSHIBA FINANCIAL SERVICES 1,216.30 111216 05/11/2022 4764 UniFirst Corporation 426.97
111217 05/11/2022 4247 UNITED WATER WORKS INC 2,219.87
111218 05/11/2022 2958 USPS - POC ACCOUNT #8098154 502.75 111219 05/11/2022 2966 V & V MANUFACTURING 278.77
111220 05/11/2022 3004 VICTORY EXTERMINATING INC 65.00
111221 05/11/2022 3052 WATERLINE TECHNOLOGIES INC 1,618.36 111222 05/11/2022 3078 THOMSON REUTERS - WEST PAYMENT CENTER 435.41 111223 05/11/2022 3082 WESTERN WATER WORKS SUPPLY 1,521.45 111224 05/12/2022 68 AFLAC ACCT# YQ792 WORLDWIDE HEADQUARTERS 3,918.33 111225 05/12/2022 69 AFSCME District Council 36 676.73
111226 05/12/2022 3846 CLEA 796.25
111227 05/12/2022 775 COVINA POLICE ASSOCIATION 2,750.00 111228 05/12/2022 878 DELTA DENTAL OF CALIFORNIA 8,419.38 111229 05/12/2022 4710 Fidelity Security Life Insurance Company 918.00 111230 05/12/2022 1106 FRANCHISE TAX BOARD 283.33
111231 05/12/2022 3795 PRE-PAID LEGAL SERVICES, INC 139.52 111232 05/12/2022 2235 PERS LONG TERM CARE PROGRAM 191.04 111233 05/12/2022 4255 RELIASTAR LIFE INSURANCE COMPANY 4,191.18 111234 05/12/2022 3045 WASHINGTON NATIONAL INSURANCE COMPANY 33.38 111235 05/18/2022 4374 ADMINSURE, INC 6,686.70
111236 05/18/2022 5000 Advanced Applied Engineering, Inc. 11,436.50 111237 05/18/2022 58 ADVANTAGE 7,987.45
111238 05/18/2022 84 AIRGAS-WEST 356.04
111239 05/18/2022 4829 Alicia A. Flores 282.00
111240 05/18/2022 5075 Amalia Q. Seresinghe 1,986.60
111241 05/18/2022 219 AT&T 116.65
111242 05/18/2022 219 AT&T 72.83
111243 05/18/2022 219 AT&T 48.84
111244 05/18/2022 254 AZUSA LIGHT & WATER 4,136.81
111245 05/18/2022 4475 BLUERAY MANAGEMENT 26,242.95
111246 05/18/2022 4279 BOSS JANITORIAL SERVICES 8,657.58 111247 05/18/2022 477 STATE OF CA 3,043.00
111248 05/18/2022 568 CAT SPECIALTIES INC 528.28
111249 05/18/2022 617 CHARTER OAK GYMNASTICS INC 2,234.40 111250 05/18/2022 700 COLLEY FORD 1,160.48
111251 05/18/2022 703 COMBINED GRAPHICS 2,020.88

Page 6 of 12 ends

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
111252 05/18/2022 3235 COOK, SHAWNA 1,511.35
111253 05/18/2022 749 THE COUNSELING TEAM 560.00
111254 05/18/2022 762 COVINA CHAMBER OF COMMERCE 175.00 111255 05/18/2022 5139 Crown Castle Fiber LLC 925.00
111256 05/18/2022 4960 Data Ticket, Inc. 354.74
111257 05/18/2022 962 SUPERIOR COURT OF CALIFORNIA, CNTY OF LOS ANGELES 207.00 111258 05/18/2022 962 SUPERIOR COURT OF CALIFORNIA, CNTY OF LOS ANGELES 17,637.50 111259 05/18/2022 970 EDISON CO 32.88
111260 05/18/2022 5053 ENVIRONMENTAL SCIENCE ASSOCIATES 34,421.50 111261 05/18/2022 4246 FERGUSON WATERWORKS #1083 2,613.82 111262 05/18/2022 4332 ERIC ARROYO 3,000.00
111263 05/18/2022 4682 Evan Brooks Associates, Inc. 9,950.00 111264 05/18/2022 5216 EVERYTHING2GO.COM LLC 5,157.51
111265 05/18/2022 1055 FEDEX 8.06
111266 05/18/2022 4713 Fisher Integrated, Inc. 1,200.00 111267 05/18/2022 4455 FRONTIER 5,017.98
111268 05/18/2022 3163 GENTRY BROTHERS INC 281,218.43
111269 05/18/2022 1204 GOLDEN STATE WATER COMPANY 846.57 111270 05/18/2022 1215 GONZALES, RICHARD 403.20
111271 05/18/2022 4432 GONZALEZ GOODALE ARCHITECTS 52,373.75 111272 05/18/2022 4766 HASA, INC. 359.56
111273 05/18/2022 1387 HUNTER, JOHN L. 5,552.75
111274 05/18/2022 1612 LA CNTY DEPT OF PUBLIC WORKS 9,475.69 111275 05/18/2022 1663 LAW ENFORCEMENT MEDICAL 1,065.00 111276 05/18/2022 3190 LAYNE, JONATHAN DANIEL 518.00
111277 05/18/2022 1788 MAMMOTH AUDIO SYSTEMS 200.00
111278 05/18/2022 1792 MANNING & MARDER KASS, 15,887.83 111279 05/18/2022 3932 ARLENE D. MAR 294.00
111280 05/18/2022 4874 MARIA E. VELOSCO BEDRAN 3,152.71 111281 05/18/2022 4089 MEASOM, DEVIN THOMAS 2,043.30
111282 05/18/2022 4930 Michael Baker International, Inc. 7,684.64 111283 05/18/2022 4833 Michael R. Hillmann 3,250.00
111284 05/18/2022 1924 MILLERS & ISHAMS 93.71
111285 05/18/2022 4806 Mobile Zoo of Southern California, Inc. 823.00 111286 05/18/2022 3718 NADENE VALDEZ 627.20
111287 05/18/2022 4564 NATIONAL UNION FIRE INSURANCE COMPANY 765.00 111288 05/18/2022 99999 BEATRICE SANTIAGO 64.00
111289 05/18/2022 99999 DON LASKOWSKI 70.00
111290 05/18/2022 99999 ERIK BELL 26.64
111291 05/18/2022 99999 LETICIA QUINN 33.00
111292 05/18/2022 99999 LINDA HARRELL 14.00
111293 05/18/2022 99999 LISA VIZCARRA 45.00
111294 05/18/2022 99999 LOGAN'S RUN LLC 500.00
111295 05/18/2022 99999 RICHARD ROSEWITZ 49.00
111296 05/18/2022 99999 SANDRA CRUZ 35.00
111297 05/18/2022 99999 STACY RAMOS 47.50
111298 05/18/2022 4535 OSWALDO MONROY 7,795.20
111299 05/18/2022 5112 Procure America, Inc 1,224.88
111300 05/18/2022 2426 REYNOLDS BUICK INC 2,144.78

Page 7 of 12 ends

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
111301 05/18/2022 5138 Ricoh USA, Inc. 299.63
111302 05/18/2022 4350 RKA Consulting Group 75,587.50
111303 05/18/2022 5214 SESAC RIGHTS MANAGEMENT INC 1,055.76 111304 05/18/2022 2619 SGV EXAMINER 1,584.00
111305 05/18/2022 2714 SOUTHERN CA GAS CO ML711D 500.00 111306 05/18/2022 2719 SPARKLETTS 67.36
111307 05/18/2022 2737 STAPLES INC 1,640.62
111308 05/18/2022 4738 Support Solutions, Inc. 4,894.17 111309 05/18/2022 2800 T MOBILE USA 111.00
111310 05/18/2022 2818 TAVANNA 252.00
111311 05/18/2022 2846 THOMAS, TERRI 2,472.08
111312 05/18/2022 2855 CHARTER COMMUNICATION 251.23
111313 05/18/2022 2908 CHRISTINA TRUJILLO WORDEN-MEACHAM 98.00 111314 05/18/2022 4764 UniFirst Corporation 399.24
111315 05/18/2022 2954 URBAN GRAFFITI ENTERPRISES INC 10,910.00 111316 05/18/2022 4065 VERIZON WIRELESS 2,037.94
111317 05/18/2022 3001 VERIZON WIRELESS 3,827.94
111318 05/18/2022 4804 Vihulu L. Villagran 911.94
111319 05/18/2022 3187 WAGONER, PAMELA 1,598.80
111320 05/18/2022 3102 WILLDAN FINANCIAL SERVICES 3,000.00 111321 05/18/2022 3775 WILLIAM SHUTTIC 257.60
111322 05/25/2022 32 ACE-1 AUTO SERVICE 543.06
111323 05/25/2022 4983 Ad Valorem Records,Inc. 15,825.57 111324 05/25/2022 113 ALL CITY MANAGEMENT SVC 8,130.07
111325 05/25/2022 116 ALL STAR GLASS 318.94
111326 05/25/2022 219 AT&T 350.28
111327 05/25/2022 4643 Bear Electrical Solutions, Inc. 12,247.00 111328 05/25/2022 3771 BLACK & WHITE EMERGENCY VEHICLES 900.00 111329 05/25/2022 437 BURRO CANYON ENT INC 150.00
111330 05/25/2022 649 CINTAS CORP #693 280.46
111331 05/25/2022 653 CITRUS AUTO UPHOLSTERY 285.00
111332 05/25/2022 664 CIVILTEC ENGINEERING INC. 27,557.50 111333 05/25/2022 749 THE COUNSELING TEAM 375.00
111334 05/25/2022 4268 S&K POWER EQUIPMENT 158.76
111335 05/25/2022 783 CITY OF COVINA WATER 292.92
111336 05/25/2022 3701 DEPARTMENT OF JUSTICE 501.00
111337 05/25/2022 957 E.G. BRENNAN & CO. LLC 333.68
111338 05/25/2022 970 EDISON CO 3,599.89
111339 05/25/2022 4246 FERGUSON WATERWORKS #1083 1,103.89 111340 05/25/2022 4455 FRONTIER 288.02
111341 05/25/2022 4805 Fuel Equipment Services, Inc. 1,159.75 111342 05/25/2022 1156 THE GAS COMPANY 4,851.93
111343 05/25/2022 4883 Glendora Employment Agency, Inc 2,951.80 111344 05/25/2022 4338 ROBERT GOKOO 6,794.16
111345 05/25/2022 4650 GOLDEN BELL PRODUCTS, INC. 40,687.50 111346 05/25/2022 1204 GOLDEN STATE WATER COMPANY 64.26 111347 05/25/2022 1235 GRAINGER 2,677.96
111348 05/25/2022 1241 GRAND PRINTING 377.06
111349 05/25/2022 1277 CYNTHIA ESTRADA HAEBE 3,355.00

Page 8 of 12 ends

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
111350 05/25/2022 4925 Humane Society of Pomona Valley, Inc. 25,307.00 111351 05/25/2022 1387 HUNTER, JOHN L. 17,661.75
111352 05/25/2022 3988 LANDSCAPE WAREHOUSE III 132.63
111353 05/25/2022 5221 GPS VEHICLE TRACKING SOLUTIONS 2,000.16 111354 05/25/2022 1437 INTER-CON SECURITY SYSTEMS INC 13,877.02 111355 05/25/2022 4433 JAIME YAMASHITA 8,645.00
111356 05/25/2022 3749 JCL BARRICADE COMPANY 8,842.36
111357 05/25/2022 1505 JOHNNY'S POOL SERVICE 104.94
111358 05/25/2022 1561 KEYSTONE UNIFORM DEPOT 1,809.70
111359 05/25/2022 1612 LA CNTY DEPT OF PUBLIC WORKS 212.08 111360 05/25/2022 1612 LA CNTY DEPT OF PUBLIC WORKS 266.08 111361 05/25/2022 1612 LA CNTY DEPT OF PUBLIC WORKS 1,330.14 111362 05/25/2022 1612 LA CNTY DEPT OF PUBLIC WORKS 1,684.84 111363 05/25/2022 1612 LA CNTY DEPT OF PUBLIC WORKS 2,544.86 111364 05/25/2022 1615 REGIONAL TAP SERVICE CENTER 80.00 111365 05/25/2022 1617 REGISTRAR-RECORDER, COUNTY CLERK 20.00 111366 05/25/2022 1619 LA CNTY SHERIFF'S DEPT 252.28
111367 05/25/2022 1707 LIEBERT CASSIDY WHITMORE 150.00
111368 05/25/2022 1858 MCMASTER CARR SUPPLY CO 183.50
111369 05/25/2022 4717 Merchants Landscape Services, Inc. 20,444.38 111370 05/25/2022 1887 MERCURY FENCE CO INC 5,050.00
111371 05/25/2022 1933 MISSION LINEN SUPPLY 26.40
111372 05/25/2022 1991 MOTOROLA SOLUTIONS, INC. 1,000.00 111373 05/25/2022 2091 O REILLY AUTO PARTS 194.41
111374 05/25/2022 2104 OFFICE DEPOT 257.36
111375 05/25/2022 99999 ANNA HSU 70.68
111376 05/25/2022 99999 APT ONE LLC 36.21
111377 05/25/2022 99999 APT ONE LLC 52.90
111378 05/25/2022 99999 ARUN ASHER 68.02
111379 05/25/2022 99999 AUGUSTINE MARTINEZ 113.07
111380 05/25/2022 99999 BOUDREAU PIPELINE 106.84
111381 05/25/2022 99999 BRECKENRIDGE PROPERTY FUND 201 171.30 111382 05/25/2022 99999 CHRISTIAN LOPEZ 980.00
111383 05/25/2022 99999 DOMINIQUE ELIZONDO 722.63
111384 05/25/2022 99999 ELIZABETH GARCIA 59.14
111385 05/25/2022 99999 FAITH 29,303.69
111386 05/25/2022 99999 FALIN NEIL 1,500.00
111387 05/25/2022 99999 HAO HONG CHEN 23.70
111388 05/25/2022 99999 HELEN CHEN 48.14
111389 05/25/2022 99999 JAN JANCZAK 16.61
111390 05/25/2022 99999 JEFFREY PANG 67.15
111391 05/25/2022 99999 JESSICA JIMENEZ 32.26
111392 05/25/2022 99999 KENN GANT 1,155.00
111393 05/25/2022 99999 KENNETH WOODS 194.36
111394 05/25/2022 99999 MASOUD FALATOONZADEH 67.43
111395 05/25/2022 99999 MOHAMMAD TABRIZIZADEH 67.02
111396 05/25/2022 99999 NEW WAY REALTY LLC 76.01
111397 05/25/2022 99999 NICKOLAS REALTY 47.34
111398 05/25/2022 99999 SAMIR LASHIN 1,950.00

Page 9 of 12 ends

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
111399 05/25/2022 99999 SC MANAGEMENT INC 70.68
111400 05/25/2022 99999 SC MANAGEMENT INC 399.63
111401 05/25/2022 99999 VERONICA DIAZ 37.34
111402 05/25/2022 99999 VIVIAN LAM 120.82
111403 05/25/2022 2277 POLLARD WATER 805.30
111404 05/25/2022 4571 POWER SECURITY GROUP INC 81,117.50 111405 05/25/2022 2294 PR DIAMOND PRODUCTS INC 3,782.00 111406 05/25/2022 2309 PROFESSIONAL ACCOUNT MANAGEMENT LLC 6,264.64 111407 05/25/2022 2345 QUILL 22.20
111408 05/25/2022 2407 REGIONAL TAP SERVICE CENTER 437.00 111409 05/25/2022 2415 REPUBLIC MASTER CHEFS 290.60
111410 05/25/2022 2487 RSG, Inc. 1,345.00
111411 05/25/2022 5205 ANTHRO INTERNATIONAL 1,253.70
111412 05/25/2022 5052 SKY JTC CORPORATION 19,706.80
111413 05/25/2022 2778 SUPERIOR PAVEMENT MARKING INC 3,850.00 111414 05/25/2022 4738 Support Solutions, Inc. 1,032.90 111415 05/25/2022 2800 T MOBILE USA 30.00
111416 05/25/2022 2804 TAG AMS INC 91.00
111417 05/25/2022 5045 CONVERSE CONSULTANTS 10,221.70
111418 05/25/2022 2852 THREE VALLEY MUN WATER DISTR 1,917.77 111419 05/25/2022 2855 CHARTER COMMUNICATION 397.04
111420 05/25/2022 5218 WILLIAM L BONGLE 9,230.00
111421 05/25/2022 4813 JOHNSON CONTROLS FIRE PROTECTION LP 2,778.00 111422 05/25/2022 2929 ULINE 43.97
111423 05/25/2022 3691 VALLEY COLLECTION SERVICE LLC 18.33 111424 05/25/2022 4065 VERIZON BUSINESS SERVICES 813.60 111425 05/25/2022 3004 VICTORY EXTERMINATING INC 65.00
111426 05/25/2022 3052 WATERLINE TECHNOLOGIES INC 1,468.36 111427 05/25/2022 4974 Wells Tapping Service, Inc. 15,650.00 111428 05/25/2022 3070 WEST COAST ARBORISTS INC 19,920.00 111429 05/25/2022 3078 THOMSON REUTERS - WEST 403.35
111430 05/25/2022 3274 WILLDAN ENGINEERING 2,570.00
111431 05/25/2022 3137 Y TIRE SALES 5,861.54
111432 05/26/2022 68 AFLAC ACCT# YQ792 WORLDWIDE HEADQUARTERS 3,918.33 111433 05/26/2022 69 AFSCME District Council 36 676.42
111434 05/26/2022 3846 CLEA 869.75
111435 05/26/2022 775 COVINA POLICE ASSOCIATION 3,050.00 111436 05/26/2022 878 DELTA DENTAL OF CALIFORNIA 8,541.40 111437 05/26/2022 4710 Fidelity Security Life Insurance Company 935.24 111438 05/26/2022 1106 FRANCHISE TAX BOARD 283.33
111439 05/26/2022 1106 FRANCHISE TAX BOARD 610.53
111440 05/26/2022 3795 PRE-PAID LEGAL SERVICES, INC 139.48 111441 05/26/2022 2235 PERS LONG TERM CARE PROGRAM 191.04 111442 05/26/2022 4255 RELIASTAR LIFE INSURANCE COMPANY 4,183.63 111443 05/26/2022 3045 WASHINGTON NATIONAL INSURANCE COMPANY 33.38 111444 05/31/2022 4654 4Imprint, Inc 1,137.70
111445 05/31/2022 32 ACE-1 AUTO SERVICE 697.07
111446 05/31/2022 84 AIRGAS-WEST 712.14
111447 05/31/2022 269 BAKER AND TAYLOR INC 282.54

Page 10 of 12 ends

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
111448 05/31/2022 370 BOB BARKER CO INC 299.24
111449 05/31/2022 411 BRODART CO 110.64
111450 05/31/2022 536 CARQUEST AUTO PARTS 57.45
111451 05/31/2022 568 CAT SPECIALTIES INC 27.56
111452 05/31/2022 600 CERTIFIED UNDERCAR PARTS 313.31
111453 05/31/2022 649 CINTAS CORP #693 280.46
111454 05/31/2022 654 CITRUS CAR WASH 63.97
111455 05/31/2022 682 CLINICAL LAB OF SAN BERNARDINO 525.00 111456 05/31/2022 703 COMBINED GRAPHICS 105.84
111457 05/31/2022 849 DAPEER ROSENBLIT & LITVAK LLP 5,590.22 111458 05/31/2022 880 DEMCO INC 325.81
111459 05/31/2022 5053 ENVIRONMENTAL SCIENCE ASSOCIATES 11,157.25 111460 05/31/2022 4246 FERGUSON WATERWORKS #1083 2,831.87 111461 05/31/2022 4682 Evan Brooks Associates, Inc. 4,620.00 111462 05/31/2022 1055 FEDEX 16.13
111463 05/31/2022 3988 LANDSCAPE WAREHOUSE III 448.86
111464 05/31/2022 1397 HYNES, MELODY 78.78
111465 05/31/2022 1429 INLAND EMPIRE STAGES 1,186.56
111466 05/31/2022 1067 INTEGRATED SOFTWARE SOLUTIONS 722.14 111467 05/31/2022 1603 COUNTY OF LOS ANGELES 672.00
111468 05/31/2022 4824 Occu-Med, Ltd. 2,253.00
111469 05/31/2022 99999 MIKE MELINTE 71.97
111470 05/31/2022 99999 SHARON GALLANT 40.50
111471 05/31/2022 4688 PCAM, LLC 37,663.71
111472 05/31/2022 2444 RIO HONDO COLLEGE 125.00
111473 05/31/2022 2683 SMITH, KRYSTAL 138.72
111474 05/31/2022 2711 SOUTHEAST CONSTRUCTION INC 69.99 111475 05/31/2022 2855 CHARTER COMMUNICATION 380.13
111476 05/31/2022 3001 VERIZON WIRELESS 4,383.55
111477 05/31/2022 3004 VICTORY EXTERMINATING INC 65.00
111478 05/31/2022 3052 WATERLINE TECHNOLOGIES INC 1,278.57 111479 05/31/2022 3152 YWCA 3,369.90
111480 05/31/2022 4343 ZUMAR INDUSTRIES 9,028.64
111481 06/01/2022 4835 ABBA TERMITE & PEST CONTROL, INC 125.00 111482 06/01/2022 4188 ACCO ENGINEERED SYSTEMS 2,638.59 111483 06/01/2022 5090 ARLINGTON COMPUTER PRODUCTS 79.93 111484 06/01/2022 4236 ADT SECURITY SERVICES 897.00
111485 06/01/2022 4364 AM CONSERVATION GROUP, INC. 1,866.81 111486 06/01/2022 3789 SYNCB/AMAZON 300.58
111487 06/01/2022 1728 AQUARIUM OF THE PACIFIC 300.00
111488 06/01/2022 255 AZUSA PLUMBING & HEATNG SUPPLY 52.05 111489 06/01/2022 5211 BELSON OUTDOORS, LLC 2,672.63
111490 06/01/2022 493 CWE 6,501.00
111491 06/01/2022 536 CARQUEST AUTO PARTS 16.22
111492 06/01/2022 5225 FITNESS REPAIR SHOP INC 250.00
111493 06/01/2022 5022 Colantuono, Highsmith & Whatley, PC 246.63 111494 06/01/2022 765 COVINA CONCERT BAND 3,000.00
111495 06/01/2022 783 CITY OF COVINA WATER 62.55
111496 06/01/2022 5184 Danny Ryan Precision Contracting, Inc. 38,342.00

Page 11 of 12 ends

CITY OF COVINA
Check Register
Apr 29, 2022 - Jun 2, 2022
Check # Check Date Vendor Name Amount
111497 06/01/2022 912 DISCOUNT SCHOOL SUPPLY 236.00
111498 06/01/2022 947 DUNN EDWARDS CORP 48.68
111499 06/01/2022 962 SUPERIOR COURT OF CALIFORNIA, CNTY OF LOS ANGELES 276.00 111500 06/01/2022 962 SUPERIOR COURT OF CALIFORNIA, CNTY OF LOS ANGELES 12,895.00 111501 06/01/2022 970 EDISON CO 6,891.06
111502 06/01/2022 5226 SARAH SKEBBA 45.00
111503 06/01/2022 4900 G2 Wraps 716.63
111504 06/01/2022 1156 THE GAS COMPANY 26.00
111505 06/01/2022 4883 Glendora Employment Agency, Inc 1,052.00 111506 06/01/2022 1241 GRAND PRINTING 108.05
111507 06/01/2022 1275 HAAKER EQUIPMENT CO 1,953.87
111508 06/01/2022 1352 HINDERLITER DELLAMAS & ASSOC 2,520.99 111509 06/01/2022 1361 HOLLIDAY ROCK CO INC 660.40
111510 06/01/2022 3988 LANDSCAPE WAREHOUSE III 147.74
111511 06/01/2022 1429 INLAND EMPIRE STAGES 1,660.77
111512 06/01/2022 1498 JNL CREATIONS 490.06
111513 06/01/2022 1612 LA CNTY DEPT OF PUBLIC WORKS 486.55 111514 06/01/2022 1663 LAW ENFORCEMENT MEDICAL 650.00
111515 06/01/2022 1933 MISSION LINEN SUPPLY 26.40
111516 06/01/2022 1993 MPLC 621.19
111517 06/01/2022 5222 NATIONAL INCLUSION PROJECT, INC 450.00 111518 06/01/2022 2091 O REILLY AUTO PARTS 390.87
111519 06/01/2022 99999 DOT AND DOUGH 1,950.00
111520 06/01/2022 2134 ORKIN PEST CONTROL 141.00
111521 06/01/2022 2329 PUENTE READY MIX INC 764.19
111522 06/01/2022 2415 REPUBLIC MASTER CHEFS 549.28
111523 06/01/2022 2510 S & S WORLDWIDE INC 142.22
111524 06/01/2022 2651 SIGN A RAMA COVINA 318.40
111525 06/01/2022 2711 SOUTHEAST CONSTRUCTION INC 15.55 111526 06/01/2022 2903 TRI-XECUTEX CORP 85.00
111527 06/01/2022 2914 TUCKER TIRE 300.00
111528 06/01/2022 2935 UNDERGROUND SERVICE ALERT 232.72 111529 06/01/2022 3004 VICTORY EXTERMINATING INC 70.00
111530 06/01/2022 3023 VULCAN MATERIALS COMPANY 1,340.20 111531 06/01/2022 3102 WILLDAN FINANCIAL SERVICES 4,000.00 subtotal checks $ 3,390,656.19
voids (prior to current mo.) $ -
payroll (05/12/22 & 05/26/22) $ 1,840,046.70
workers' compensation $ 26,145.74
TOTAL checks/EFTs $5,768,129.84

Page 12 of 12 ends

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 3
Meeting: CC Regular Meeting - Jun 21 2022
Title: Monthly Investment Report of the Treasurer to the City Council and Successor Agency to the Covina Redevelopment Agency for May 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, a monthly investment report must be provided to the City Council and City Manager, containing detailed information of all securities, investments of the City.

DISCUSSION:

The attached monthly report for the City reflects the portfolio balances for the month ended May 31, 2022. The report is in conformity with the City’s Investment Policy as well as Government Code 53607. 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 - Monthly Investment Report
Attachment A-1 - Total Investment Portfolio
Attachment A-2 - Investment Transaction Summary
Attachment A-3 - City LAIF Statement
Attachment A-4 - Successor Agency LAIF Statement
Respectfully submitted,

MONTHLY INVESTMENT REPORT REPORT TO THE CITY COUNCIL
FOR THE MONTH ENDED May 31, 2022
TOTAL INVESTMENT BALANCE AS OF 4/30/2022 $7l,S94,525.84 TRANSFERS IN 1.400,000.00

TRANSFERS OUT
INTEREST 20,053.08
ACCRUED INTEREST ON PURCHASED ASSETS (1,500.15)
GAIN OR (LOSS) ON SALE OF INVESTMENTS (5,080.08)
CASH BALANCE 5/3|/2022 $73,007,998.69
ANALYSIS OF CASH AND INVESTMENT BALANCE — BOOK VALUE
INVESTMENT PORTFOLIO ATTACHMENT A-1 21,466,50l.00
LOCA-LAGENCY INVESTMENT FUND - CITY ATTACHMENT A-3 51,012,664.65 LOCAL AGENCY INVESTMENT FUND - SACRA ATTACHMENT A-4 528,833.04 TOTAL INVESTMENT BALANCE $73,007,998.69
Respectfully submitted,
Geoffrey Co belt
City Treasurer
Attachment A

Page 2 of 6 ends

Trustee Purch date Dated Qty
Market Price Per
Share
Total Original Cost
Value Total Market Value Coupon CUSIP Maturity Issuer
U.S. Bank 08/28/19 7,750 100.038000 781,629.88 775,294.50 1.7500 9128286Y1 6/15/2022 US Treasury U.S. Bank 02/15/19 9,500 100.101000 937,902.34 950,959.50 2.1250 912828XG0 6/30/2022 US Treasury U.S. Bank 10/30/19 4,850 100.091000 486,212.50 485,441.35 1.7500 9128287C8 7/15/2022 US Treasury U.S. Bank 09/12/19 4,250 100.078000 423,804.69 425,331.50 1.5000 912828YA2 8/15/2022 US Treasury U.S. Bank 11/27/19 6,250 100.108000 625,488.28 625,675.00 1.6250 912828TJ9 8/15/2022 US Treasury U.S. Bank 11/27/19 6,250 100.152000 629,809.57 625,950.00 1.8750 912828M49 10/31/2022 US Treasury U.S. Bank 03/04/20 1,600 99.828000 162,918.75 159,724.80 1.5000 912828Z29 1/15/2023 US Treasury U.S. Bank 08/28/19 7,750 99.977000 783,143.55 774,821.75 1.6250 912828P38 1/31/2023 US Treasury U.S. Bank 03/04/20 2,850 99.637000 289,408.59 283,965.45 1.3750 912828Z86 2/15/2023 US Treasury U.S. Bank 02/21/20 5,250 99.629000 524,034.00 523,052.25 1.3750 3130AJ7E3 2/17/2023 Federal Home Loan U.S. Bank 04/21/20 6,100 98.530000 608,475.00 601,033.00 0.3750 3137EAEQ8 4/20/2023 FHLMC U.S. Bank 05/07/20 6,100 98.372000 609,743.80 600,069.20 0.3750 3137EAER6 5/5/2023 FHLMC U.S. Bank 06/09/20 6,000 98.160000 598,044.00 588,960.00 0.3000 3133ELG81 6/8/2023 Federal Farm Credit BKs Stifel 02/02/22 20,000 97.801000 1,990,871.52 1,956,020.00 0.9000 3133ENLF5 1/18/2024 FEDL Farm Credit Bank Bond Stifel 05/24/22 2,450 100.011000 245,000.00 245,026.95 2.8500 465076TQ0 5/28/2024 Isreal Discount BK of NYNew York NY CD
Stifel 02/02/22 10,000 96.548000 998,647.01 965,480.00 1.3200 3133ENLU2 1/21/2025 FEDL Farm Credit Bank Bond Stifel 03/03/22 2,490 97.022000 248,751.00 241,584.78 1.8500 538036HW7 2/14/2025 Live Oak Bkg Co -
Wilmington NC CD
Stifel 03/01/22 2,450 96.815000 245,000.00 237,196.75 1.8000 05580AK37 3/4/2025 BMW Bank North America -
Salt Lake City UT CD
Stifel 03/01/22 2,450 96.787000 245,000.00 237,128.15 1.8000 02589ABP6 3/10/2025 American Express Natl BK -
Salt Lake City UT CD
Stifel 05/24/22 2,450 99.800000 245,000.00 244,510.00 3.0500 06740KQS9 6/2/2025 Barclays Bank DEWilmington DE CD
Stifel 05/16/22 2,450 99.657000 245,000.00 244,159.65 3.0000 32110YXE0 11/28/2025 First Natl Bank of Amer- East
Lansing MI CE
Stifel 02/02/22 10,000 99.145000 1,039,792.48 991,450.00 2.6250 3130A6ZQ3 12/12/2025 FEDL Home Loan Bank Bond Stifel 04/27/22 2,450 98.919000 245,000.00 242,351.55 2.8500 02007GQQ9 5/5/2026 Ally Bank -
Midvale UT CD
Stifel 04/07/22 10,000 100.450000 1,012,387.99 1,004,500.00 3.0000 3130A2VE3 9/11/2026 FEDL Home Loan Bank Bond Stifel 02/02/22 10,000 93.981000 996,151.59 939,810.00 1.5000 3133ENKV1 1/13/2027 FEDL Farm Credit Bank Bond Stifel 02/01/22 2,450 93.643000 245,000.00 229,425.35 1.7500 856285G21 2/9/2027 State Bank of India -
New York NY CD
Stifel 02/02/22 2,450 93.348000 245,000.00 228,702.60 1.7000 70962LBE1 2/18/2027 Pentagon Federal CR UN -
Tysons Corner VA
Stifel 02/16/22 2,450 95.538000 245,000.00 234,068.10 2.2000 795451BH5 2/23/2027 Sallie Mae Bank -
Salt Lake City UT CD
Stifel 03/01/22 2,450 94.842000 245,000.00 232,362.90 2.0500 07371AZQ9 3/3/2027 Beal Bank -
Plano TX CD
Stifel 03/01/22 2,450 94.842000 245,000.00 232,362.90 2.0500 07371CK81 3/3/2027 Beal Bank -
Las Vegas NV CD
Stifel 03/01/22 2,450 94.801000 245,000.00 232,262.45 2.0500 58404DNG2 3/8/2027 Medallion Bank -
Salt Lake City UT CD
Stifel 04/07/22 10,000 101.322000 1,019,443.77 1,013,220.00 3.1500 3133EJDV8 3/22/2027 Federal Farm Credit Bank Bond Stifel 04/07/22 2,450 97.595000 245,000.00 239,107.75 2.7000 14042TFJ1 4/13/2027 Cpital One Bank USA NA -
Glen Allen VA CD
Stifel 04/07/22 2,450 97.592000 245,000.00 239,100.40 2.7000 87165FK45 4/14/2027 Synchrony Bank -
Draper UT CD
Stifel 04/27/22 2,450 99.126000 245,000.00 242,858.70 3.0500 14042RRA1 5/4/2027 Capital One NA -
Mclean VA CD
Stifel 04/27/22 2,450 99.115000 245,000.00 242,831.75 3.0500 38149M6Y4 5/11/2027 Goldman Sachs Bank USA -
New York NY CD
Stifel 05/09/22 2,450 99.788000 245,000.00 244,480.60 3.2000 89235MNH0 5/17/2027 Toyota Finl Svgs BankHenderson NV CD
Stifel 05/16/22 2,450 100.014000 245,000.00 245,034.30 3.2500 61690UJ68 5/19/2027 Morgan Stanley Bank NA- Salt
Lake City UT CD
Stifel 05/16/22 2,450 100.014000 245,000.00 245,034.30 3.2500 61768EJR5 5/19/2027 Morgan Stanley PVT BK NAPurchase NY CD
Stifel 05/20/22 2,450 99.779000 245,000.00 244,458.55 3.2000 254673E36 5/24/2027 Discover BankGreenwood DE CD
19,314,806.78 19,666,660.31
U.S. Bank Securities $ 7,420,278.30 7,460,614.95 $
U.S. Bank Mmkt $ 1,797,201.37 1,797,201.37 $
U.S. Bank Total Value of Portfolio 9,257,816.32 $ 9,217,479.67 $ Stifel Securities $ 11,894,528.48 12,206,045.36 $
Stifel Cash $ 2,639.32 2,639.32 $
Stifel Total Value of Portfolio 12,208,684.68 $ 11,897,167.80 $ - - Total Value of Portfolio 21,466,501.00 $ 21,114,647.47 $

CITY OF COVINA
U.S. Bank and Stifel
Investment Portfolio as of
May 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\Monthly Inve Page 3 of 6 stment Reports\21-22\May 2022\May 2022 Investment Report Attachment A-1 Qty Purch Date Maturity
Share Price at
Purch Date
Net Trade
Amount
Cost Basis
Value Market Value
Accrued
Interest Issuer CUSIP Held by
05/09/22 5/17/ 2,450 2027 99.788000 245,000.00 245,000.00 - 244,480.60 Toyota Finl Svgs Bank- Henderson NV CD 89235MNH0 Stifel 05/16/22 11/28/ 2,450 2025 99.657000 245,000.00 245,000.00 - 244,159.65 First Natl Bank of Amer- East Lansing MI 32110YXE0 Stifel 05/16/22 5/19/ 2,450 2027 100.014000 245,000.00 245,000.00 - 245,034.30 Morgan Stanley Bank NA- Salt Lake City UT 61690UJ68 Stifel 05/16/22 5/19/ 2,450 2027 100.014000 245,000.00 245,000.00 - 245,034.30 Morgan Stanley PVT BK NA- Purchase NY C 61768EJR5 Stifel 05/20/22 5/24/ 2,450 2027 99.779000 245,000.00 245,000.00 - 244,458.55 Discover Bank- Greenwoo 254673E36 Stifel 05/24/22 6/2/ 2,450 2025 99.800000 245,000.00 245,000.00 - 244,510.00 Barclays Bank DE- Wilmington DE CD 06740KQS9 Stifel 05/24/22 5/28/ 2,450 2024 100.011000 245,000.00 245,000.00 - 245,026.95 Isreal Discount BK of NY- New York NY CD 465076TQ0 Stifel Total 1,715,000.00 ######### 1,712,704.35 -
Qty Purch Date Maturity
Sale /
Maturity Date
Share Price at Sale
/ Maturity Date
Original Cost
Value
Par Value at
Sale/Maturity
Gain / (Loss)
on Sale /
Redemption
Interest
Earnings Since
Purchase Issuer CUSIP Held by
09/12/19 4/30/ 3,550 2022 4/30/2022 100.000000 356,234.18 (1, 355,000.00 16, 234.18) US Treas 358.46 ury 912828WZ9 U.S. Bank 10/30/19 4/30/ 4,850 2022 4/30/2022 100.000000 487,595.51 (2, 485,000.00 22, 595.51) US Treas 759.12 ury 912828X47 U.S. Bank 10/30/19 5/31/ 4,850 2022 5/31/2022 100.000000 486,250.39 (1, 485,000.00 21, 250.39) US Treas 937.64 ury 912828XR6 U.S. Bank Total 1,330,080.08 ######### (5,080.08) 61,055.22

CITY OF COVINA
Investment Transaction Summary
for the Month Ended May 31, 2022
Purchased Investments
Sold/Matured Investments
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\21-22\May 2022\May 2022 Investment Report Attachment A-2

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 4
Meeting: CC Regular Meeting - Jun 21 2022
Title: A Ground Lease ("Lease") between the City of Covina ("City"), as landlord, and the Covina Housing Authority ("Authority"), as tenant, of 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
Presented By: Brian K. Lee, AICP, Director of Community Development Recommendation: Authorize the City Manager/Executive Director to execute and deliver the Lease between the City and the Authority in substantially the form attached as Attachment ”A” with such changes therein as the City Manager/Executive Director may approve, and all related documents for the lease of City-owned property to the Authority located at the Southeast Corner of the Combined Parcels of 601 East San Bernardino Road and 534 North Barranca Avenue for the potential use as a future Navigation Center; and to take such actions as they deem necessary or proper to effectuate the purpose of the Lease.

EXECUTIVE SUMMARY:

The City owns certain property consisting of approximately 20,000 square-feet of property located at the southeast corner of the combined parcels of 601 East San Bernardino Road and 534 North Barranca Avenue in the City, which is depicted in the Lease (Attachment “A”) as Exhibit “A” (“Property”). At this time, the City Council and Authority Board are being asked to consider only the Lease of the Property from the City to the Authority for a proposed Navigation Center. The Authority, as the housing successor to the former Covina Redevelopment Agency (“RDA”), has approximately $1.4 million in its Low and Moderate Income House Asset Fund (“LMIHAF”) available to commit to the prepayment of rent under the Lease, as discussed below. At future meetings the Authority Board would consider all aspects of the design, construction, maintenance and operation of the proposed Navigation Center and involve public outreach and feedback.

BACKGROUND:

Emergency Shelter Overlay/ZCA
In November 2020, the City Council adopted Resolution CC 2020-100, which amended the Covina Municipal Code (“CMC”) to create Chapter 17.33, allowing the City to comply with California Government Code Section 65583. State Law required local agencies to identify within their Housing Elements a zone where emergency shelters are allowed as a permitted use without discretionary approval. CMC Chapter 17.33 establishes the requirements for the establishment and operation of low barrier navigation centers and sets forth the requirements for the emergency shelter overlay district. The City subsequently adopted Ordinance 20-11, which added an Emergency Shelter Overlay District for the properties located at 534 North Barranca Avenue and 601 East San Bernardino Road ("City Yard") and approved Zone Change (“ZCH”) 20-003. The Property, which is to be leased to the Authority pursuant to the proposed Lease, falls within the adopted Emergency Shelter Overlay District and the proposed use is consistent with those allowed in the M-1 Zone pursuant to ZHC 20-003.

The Housing Successor and Available Funding
The Authority was activated by the City of Covina on January 25, 2011, in response to the pending dissolution of the former RDA. The former RDA was dissolved in 2012 pursuant to AB X1 26, and pursuant to Health and Safety Code Section 34176(b), the Authority became the housing successor to the former RDA (“Housing Successor”). The Authority, as the Housing Successor, has all of the rights, powers, liabilities, duties and obligations associated with the housing activities of the former RDA. The Housing Successor established the LMIHAF into which the Authority deposits all funds generated from housing assets, such as the repayment of housing loans made by the former RDA. The LMIHAF currently has a balance of approximately $3,811,461.61.

Funds in the LMIHAF may be used for monitoring and administrative expenses, homeless prevention and rapid rehousing services, and the development of affordable housing for households earning 80% or less of the area median income, including paying rent pursuant to the Lease.

Surplus Land Act
The City is a local agency within the meaning of the Surplus Land Act (California Government Code Sections 54220-54234), and must comply with the Surplus Land Act prior to taking any action to dispose of property that is not necessary for the City’s use. However, the Surplus Land Act does not apply to the disposition of exempt surplus land. The City Council previously adopted Resolution No. CC 2022-40, declaring that the Property is exempt surplus land because the City intends to lease the Property to the Authority for the potential future development of a Navigation Center, thereby advancing the Authority’s low-income housing objectives. The California Department of Housing and Community Development (“HCD”), which is the entity that enforces compliance with the Surplus Land Act, has reviewed the City Council’s determination that the Property is exempt surplus land. On May 5, 2022, HCD informed the City that HCD agrees with the City Council’s determination.

DISCUSSION:

The proposed Navigation Center would assist those experiencing homelessness and will include wrap around services. The proposed Lease provides for the Authority to lease the Property from the City, and for the Authority to construct the Navigation Center on the Property and operate and maintain the Navigation Center. By developing the Navigation Center, the Authority would provide housing and services to individuals and families who are extremely low income, reduce the use of other public areas as temporary dwelling spaces, reduce the burdens on the City of policing and cleaning such public areas, encourage new investment, and otherwise improve the economic and physical conditions in the City.

The term of the Lease ends 55 years after the commencement of the Lease. The Lease requires the Authority to pay rent to the City in the amount of $64,000 per year, payable monthly, subject to annual increases of 3%. The obligation to pay rent commences on the earlier of the date when a Navigation Center is completed or the deadline in the Lease for the completion of a Navigation Center (December 1, 2024), unless the deadline is extended in accordance with the Lease. The Lease also requires the Authority to prepay rent for the first 18 years after the rent commencement date in the amount of $1,414,777.81, which is the present value of the rent for such years.

The Lease provides that if the Authority is unable, despite good faith efforts, to obtain adequate financing by June 1, 2024, to complete a Navigation Center, the City will make a forgivable loan to the Authority, from the rent paid by the Authority, up to entire amount of such rent, to the extent needed to finance the completion of the Navigation Center. Any loan will bear interest at the rate of 3% per annum, have a maturity date that is the same as the expiration or earlier termination of the Lease, and be payable from “residual receipts”, being the amount by which income from the Property exceeds the costs of operating the Property and providing services to the residents.

If the City terminates the Lease because the Authority breaches its obligation to develop the Navigation Center, the Lease requires the City to use the rent paid by the Authority (and not loaned to the Authority) to complete the Navigation Center or for other affordable housing purposes.

Page 2 of 55 ends

At the expiration or earlier termination of the Lease, the Authority must surrender the Property and all improvements on the Property to the City. At the City’s option, the City may require the Authority to demolish and remove the improvements.

FISCAL IMPACT:

The Authority will prepay 18 years of rent to the City in the amount of $1,414,777.81, which is a budgeted expenditure under account 2020-4700-52990, using LMIHAF funds. In addition, over the remaining term of the Lease, the Lease requires the Authority to pay rent to the City in the amount of $64,000 per year, subject to annual increases of 3%. It is anticipated that such rental payments will be paid using funds in the LMIAHF and grant funds. After paying the prepaid rent amount, the remaining balance in the LMIHAF will be approximately $2,396,683. Rent received by the City will be deposited into account 1010-4000-43600. The Lease provides that the prepaid rent is due on the earlier of the date when the Navigation Center is completed or the deadline in the Lease for the completion of the Navigation Center (December 1, 2024), unless the deadline is extended in accordance with the Lease.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

The proposed action of authorizing the City Manager/ Executive Director to execute the Lease on behalf of the City and Authority is Categorically Exempt per Section 15332, Class 32, of the State of California Environmental Quality Act (“CEQA”) Guidelines because any future considered development will be infill development consistent with the requirements set forth in CEQA Guidelines Section 15332. The proposed action is also exempt per CEQA Guidelines Section 15061(b)(3) and because this is an administrative activity of government which will not result in direct or indirect physical changes to the environment.

ATTACHMENTS:

Attachment A - Lease Agreement
Respectfully submitted,

Page 3 of 55 ends

12926-0001\2677251v4.doc

GROUND LEASE
between

CITY OF COVINA,
a California municipal corporation
(“Landlord”)
and

COVINA HOUSING AUTHORITY,
a California public entity
(“Tenant”)
June 21, 2022

Page 4 of 55 ends

TABLE OF CONTENTS
Page
-i12926-0001\2677251v4.doc

1. Lease of Property ..............................................................................................................1

2. Term of Lease; Possession................................................................................................1

2.1 Term......................................................................................................................1

2.2 Possession .............................................................................................................1

3. Rent; Use of Rent by Landlord Upon Failure to Complete Project; Possible Loan by City of Prepaid Rent for Construction of Project.................................2

3.1 Rent.......................................................................................................................2

3.2 Completion/Operation of Project by Landlord Using Prepaid Rent.......................................................................................................................2

3.3 Contingent Secured Construction Loan by Landlord from Prepaid Rent………………………………………………………………..……2

3.4 Place for Payment………………………………………………………………..3

4. Utilities..............................................................................................................................3

5. Net Lease ..........................................................................................................................3

6. Use; Hazardous Materials; Compliance with Laws; Inspection .......................................3

6.1 Use of Property .....................................................................................................3

6.2 Hazardous Materials .............................................................................................4

6.3 Compliance with Applicable Requirements………………………………….…5

6.4 Inspection..............................................................................................................5

7. Construction and Installation of Improvements................................................................6

7.1 Improvements .......................................................................................................6

7.2 Construction Contracts..........................................................................................6

7.3 Review of Plans and Permits ................................................................................6

7.4 Compliance with Law and Quality .......................................................................6

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TABLE OF CONTENTS (cont.)
Page
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7.5 Notices of Nonresponsibility ................................................................................7

7.6 Mechanics’ Liens..................................................................................................7

7.7 Ownership of Improvements.................................................................................7

8. Maintenance and Repairs..................................................................................................7

8.1 Maintenance by Tenant.........................................................................................7

8.2 Requirements of Governmental Agencies............................................................8

8.3 Tenant’s Duty to Restore Property .......................................................................8

8.4 Landlord’s Rights of Entry ...................................................................................9

9. Indemnity and Insurance...................................................................................................9

9.1 Exculpation of Landlord .......................................................................................9

9.2 Indemnity ..............................................................................................................9

9.3 Liability Insurance ..............................................................................................10

9.4 Broader Coverage; Increase in Insurance Coverage...........................................10

9.5 Fire and Casualty Insurance................................................................................10

9.6 Specific Perils to Be Insured...............................................................................11

9.7 Evidence of Insurance.........................................................................................11

9.8 Additional Insured Status………………………………………........................11

9.9 Primary Coverage……………………………………………………………...12

9.10 Notice of Cancellation of Insurance……………………………………….…..12

9.11 Waiver of Subrogation…………………………………………….…………..12

9.12 Verification of Coverage……………………………………………………...12

9.13 Unavailability of Coverage……………………………………………….…..12

9.14 Self-Insured Retentions………………………………………………………12

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TABLE OF CONTENTS (cont.)
Page
-iii12926-0001\2677251v4.doc

9.15 Special Risks or Circumstances…………………………………………….…12

10. Intentionally Omitted.....................................................................................................13

11. Assignment and Subletting .............................................................................................13

11.1 Landlord’s Consent Required .............................................................................13

11.2 Additional Provisions Regarding Assignment and Transfer ..............................13

12. Encumbrance of Leasehold Estate ..................................................................................15

12.1 Tenant’s Right to Encumber...............................................................................15

12.2 Notice to and Service on Mortgagee...................................................................16

12.3 Rights of Mortgagee ...........................................................................................16

12.4 Right of Mortgagee to Cure Defaults..................................................................17

12.5 No Merger of Leasehold and Fee Estates...........................................................17

12.6 Mortgagee as Assignee of Lease.........................................................................17

12.7 Mortgagee as Including Subsequent Security Holders.......................................17

12.8 Estoppel Certificates by Landlord ......................................................................18

12.9 New Lease to Mortgagee ....................................................................................18

12.10 Surrender or Amendment....................................................................................18

12.11 Subordination......................................................................................................19

13. Default and Remedies.....................................................................................................19

13.1 Events of Default ................................................................................................19

13.2 Remedies.............................................................................................................19

13.3 Landlord’s Performance of Tenant’s Obligations...............................................20

13.4 Remedies Cumulative .........................................................................................21

13.5 Waiver of Breach ................................................................................................21

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TABLE OF CONTENTS (cont.)
Page
-iv12926-0001\2677251v4.doc

14. Miscellaneous .................................................................................................................21

14.1 Tenant’s Duty to Surrender Property..................................................................21

14.2 Holding Over ......................................................................................................21

14.3 Survival...............................................................................................................21

14.4 Force Majeure Delays.........................................................................................22

14.5 Interest on Overdue Payments............................................................................22

14.6 Attorneys’ Fees...................................................................................................22

14.7 Estoppel Certificates by Tenant..........................................................................22

14.8 Limitation on Landlord’s Liability .....................................................................23

14.9 Subordination; Attornment; Non-Disturbance....................................................23

14.10 Consents..............................................................................................................23

14.11 Reservations by Landlord ...................................................................................24

14.12 Authority.............................................................................................................24

14.13 Quiet Enjoyment .................................................................................................24

14.14 Notices ................................................................................................................24

14.15 Successors and Assigns………………………………………………………..25

14.16 Time of Essence..................................................................................................25

14.17 Memorandum of Lease; Notice of Affordability Covenants..............................25

14.18 Counterparts…………………………………………………………………....25

14.19 Partial Invalidity………………………………………………………….……25

14.20 Entire Agreement……………………………………………………………...25

14.21 Amendments…………………………………………………………………..25

14.22 Construction of Lease…………………………………………………………26

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TABLE OF CONTENTS (cont.)
Page
-v12926-0001\2677251v4.doc

14.23 Effect of Delivery ...............................................................................................26

14.24 Effect on Landlord Governmental Capacity.......................................................26

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-i12926-0001\2677251v4.doc

TABLE OF EXHIBITS
EXHIBIT "A" DESCRIPTION OF LAND
EXHIBIT “B” SCOPE OF DEVELOPMENT (DESCRIPTION OF IMPROVEMENTS) EXHIBIT “C” SCHEDULE OF PERFORMANCE
EXHIBIT "D" PERMITTED HAZARDOUS MATERIALS
EXHIBIT "E" FORM OF MEMORANDUM OF GROUND LEASE, AND USE

RESTRICTIONS
EXHIBIT “F” FORM OF NOTICE OF AFFORDABILITY COVENANTS

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-1-
12926-0001\2677251v4.doc

GROUND LEASE
THIS GROUND LEASE (the “Lease”) is dated for reference purposes and entered into as of June 21, 2022, by and between the CITY OF COVINA, a California municipal corporation (“Landlord”), and the COVINA HOUSING AUTHORITY, a California public entity (“Tenant”).

Recitals
A. Landlord owns the land more particularly described in Exhibit “A” attached hereto and any improvements thereon (“Property”).

B. Tenant desires to lease the Property from Landlord, and complete the construction of the improvements described on Exhibit “B” (“Improvements” or “Project”) in accordance with the schedule (deadlines, subject to Force Majeure delays) set forth on Exhibit “C”, and Landlord desires to lease the Property to Tenant, and require Tenant to timely complete the construction of such Improvements upon and subject to the terms and conditions set forth in this Lease, and thereafter maintain and operate them as a homeless “navigation center” providing free housing and services to homeless individuals and families who are extremely low income.

C. Construction and operation of the Improvements on the Property and providing homeless services will provide housing to homeless individuals and families, reduce the use by such individuals and families of other public areas as temporary dwelling space, reduce the burdens on the City of policing and cleaning such public areas, encourage new investment, and otherwise improve the economic and physical conditions in the City.

NOW THEREFORE, in consideration of the mutual promises contained herein, Landlord and Tenant agree as follows:

1. Lease of Property.

1.1 Landlord hereby leases the Property to Tenant, and Tenant hereby leases the Property from Landlord, upon and subject to the terms hereinafter set forth.

2. Term of Lease; Possession.

2.1 Term. The term of this Lease (the “Term”) shall commence on the date hereof and shall continue until the date that is fifty-five (55) years thereafter; however, the extremely low income affordable housing restrictions herein shall survive the expiration of the Term, and continue until the date that is 55 years after the completion of the Project.

2.2 Possession. Tenant shall be entitled to take possession of the Property upon the later of (i) the commencement of the Term; or (ii) when Tenant provides reasonable evidence to Landlord (such as insurance certificates) that Tenant has obtained and is maintaining the insurance required of Tenant under Section 9 below. Tenant acknowledges that Tenant has inspected the Property and a title report for the Property, and Tenant accepts the Property in its existing condition, “AS IS”, without representation or warranty (express or implied) and subject to all matters of record and all defects and conditions, whether patent or latent, and subject further to all legal requirements such as taxes, assessments, zoning, use permit requirements and

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-2-
12926-0001\2677251v4.doc
building codes, based solely on Tenant’s own inspection, analysis and evaluation and not in reliance on any information provided by or on behalf of Landlord.

3. Rent; Prepayment of Rent; Use of Rent by Landlord Upon Failure to Complete Project; Possible Loan by City of Prepaid Rent for Construction of Project.

3.1 Rent. Commencing on the earlier of: (i) the date on which the Project is completed, or (ii) the deadline for completion of the Project in Exhibit “C” as extended pursuant to Section 14.4 if applicable (such earlier date being hereinafter referred to as the “Rent Commencement Date”), Tenant shall pay rent to Landlord for the Property at the rate of Sixty Four Thousand Dollars ($64,000.00) per year, increased on each anniversary of the Rent Commencement Date by three percent (3%), which shall be prepaid for the first 18 years after the Rent Commencement Date by Tenant prior to the Rent Commencement Date (such prepayment amount being $1,414,777.81, which was calculated as a present value amount using a discount rate equal to the current LAIF interest rate that Landlord could obtain by investing such funds), and shall be payable for the period after the 18 year prepayment period in equal monthly installments, on the first business day of each calendar month, without notice, deduction or offset.

Tenant may also prepay additional rent at any time by paying the present value of the rent prepaid, using such discount/interest rate then applicable to funds invested by Landlord.

3.2 Completion/Operation of Project by Landlord Using Prepaid Rent. If this Lease is terminated by Landlord due to Tenant’s breach of its obligation under Section 7.1 below to timely complete and operate the Improvements, or due to any other uncured Tenant default prior to completion and operation of such Improvements, then except to the extent such rent has been disbursed to Tenant as a construction loan under Section 3.3 below, Landlord shall use the rent paid to Landlord to complete the Improvements itself, or shall use the rent for other affordable housing purposes permitted by California Health and Safety Code Section 34176.1 and shall comply with applicable laws in connection therewith.

3.3 Contingent Secured Construction Loan by Landlord from Prepaid Rent. If Tenant is unable, despite good faith efforts, to obtain adequate grant, conditional grant or forgivable loan funds/financing on or before June 1, 2024 to complete the Improvements, then Landlord hereby commits and covenants to make Tenant a conditional secured grant (or forgivable secured loan) from the rent paid by Tenant to Landlord, up to the entire amount of such rent, to the extent needed to finance the completion of the Improvements. Such construction loan shall be disbursed in increments, not more often that once every thirty days, after receipt of a written draw request from Tenant stating the amount of the disbursement requested and including reasonable evidence of the costs to be paid, and subject to other reasonable construction loan disbursement conditions.

Such loan shall be secured by the Tenant’s interest under this Lease, and shall be evidenced by a promissory note and leasehold deed of trust reasonably acceptable to Landlord.

The promissory note shall have an interest rate of three percent (3%) per annum and a maturity date that is the expiration or earlier termination of this Lease, and will provide that the loan principal and accrued interest shall be repaid in annual installments from 100% of the annual

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-3-
12926-0001\2677251v4.doc
“residual receipts” (as defined in the promissory note, but consisting of the amount by which income from the Property exceeds costs of operating the Property and providing services to residents), but that principal outstanding on the maturity date will be forgiven.

The leasehold deed of trust shall be recorded and shall be a first lien on the Property, except that Landlord’s City Manager shall have the authority to execute and record reasonable subordination agreements subordinating the Landlord’s leasehold deed of trust to leasehold deeds of trust securing other financing for the Improvements.

3.4 Place for Payment. All rent and other sums that become payable to Landlord under this Lease (collectively, “Rent”) shall be paid to Landlord on or before the due date in lawful currency of the United States at Landlord’s offices located at 125 E. College Street Covina, CA 91723, Attn: City Manager, or at any other place that Landlord may designate by written notice to Tenant.

4. Utilities. Tenant shall obtain, at Tenant’s expense, all electricity, gas, potable water, fire suppression water, sewer, waste water services and other services and utilities needed to operate the Improvements during the Term.

5. Net Lease. This Lease is a “triple-net” lease; all Rent shall be paid to Landlord absolutely net of all costs and expenses, except to the extent otherwise expressly provided in this Lease. Without limiting the generality of the foregoing, Tenant shall be responsible for all aspects of maintaining and operating the Property, including the payment when and as due of all real property assessments from time to time assessed against the Property, and for all charges for gas, electricity, telephone service, water, sewer service, trash removal and other utilities and services furnished to the Property during the Term; provided, however, that Landlord may at any time, in its discretion, pay any such assessments and charges that Tenant fails to pay when and as due, including, in Landlord’s discretion, any fees, penalties and charges assessed by reason of Tenant’s failure to make timely payment, in which case Tenant shall reimburse Landlord within five (5) business days after Landlord delivers written request for reimbursement. Tenant shall indemnify and hold Landlord’s property, including the Property and any improvements now or hereafter on the Property, free and harmless from any liability, loss, or damage resulting from any taxes, assessments, or other charges required by this Lease to be paid by Tenant and from all interest, penalties, and other sums imposed thereon and from any sales or other proceedings to enforce collection of any such taxes, assessments, or other charges.

LANDLORD HEREBY GIVES TENANT NOTICE, AND TENANT

ACKNOWLEDGES RECEIPT OF SUCH NOTICE, AS REQUIRED PURSUANT TO CALIFORNIA REVENUE AND TAXATION CODE SECTION 107.6, THAT THE

LEASEHOLD INTEREST CREATED BY THIS LEASE MAY RESULT IN A POSSESSORY INTEREST TAX BEING LEVIED AGAINST THE PROPERTY AND/OR TENANT’S

LEASEHOLD INTEREST, AND THAT, UNLESS TENANT IS EXEMPT, TENANT SHALL BE OBLIGATED TO PAY SUCH TAX.

6. Use; Hazardous Materials; Compliance with Laws; Inspection.

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12926-0001\2677251v4.doc

6.1 Use of Property. Tenant shall use the Property for the development, construction, operation and maintenance of the Improvements described in Section 7.1 below as a “navigation center”, which shall include housing (for no rent), and ancillary services to homeless individuals and families who are extremely low income (as described in California Health and Safety Code Section 50106), and Tenant shall use reasonable efforts to obtain evidence of their income and shall retain such records to the extent required by law. Tenant shall include at least six (6) units of housing, and all housing shall comply with the preceding sentence. Tenant shall not use or permit the Property or any portion of the Property to be improved, developed, used, or occupied in any manner or for any purpose that is in any way in violation of any federal, state or local law, ordinance, or regulation; and Tenant shall not maintain, commit or permit the maintenance or commission of any fire or health hazards, or any nuisance, as now or hereafter defined by any statutory or decisional law applicable to the Property, on the Property or any part of the Property.

6.2 Hazardous Materials.
(a) Definitions.
“Hazardous Materials” shall mean any substance that now or in the future requires investigation or remediation under, or is regulated or defined as a hazardous waste or hazardous substance by, any governmental authority or instrumentality or any law, regulation, rule or order, or any amendment thereto, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601 et seq. and the Resource Conservation and Recovery Act, 42 U.S.C. § 9601 et seq., or that is otherwise toxic, explosive, corrosive, flammable, infectious, mutagenic, radioactive, carcinogenic, a pollutant or a contaminant, including gasoline, diesel, petroleum hydrocarbons, polychlorinated biphenyls (PCBs), asbestos, radon and urea formaldehyde foam insulation. “Environmental Requirements” shall mean all present and future governmental laws, regulations, rules, orders, permits, licenses, approvals, authorizations and other requirements of any kind applicable to Hazardous Materials, including common law tort principles (such as public and private nuisance and strict liability for conducting abnormally dangerous activities). “Handle,” “Handled” or “Handling” shall mean any installation, handling, generation, storing, treatment, use, disposal, discharge, release, manufacture, refinement, emission, abatement, removal, transportation, presence or migration of any Hazardous Materials brought on the Property by Tenant or Tenant’s Representatives, or any other activity or any type in connection with or involving Hazardous Materials.
“Tenant’s Representatives” shall mean all Tenant’s officers, employees, contractors, representatives, assignees, sublessees, licensees, agents, invitees, and any trespassers on the Property.
(b) Indemnification by Tenant. In addition to, and not in derogation of any other indemnification contained in this Lease, Tenant agrees to indemnify, defend and hold harmless Landlord, its successors and assigns, and its and their directors, officers, shareholders, employees, agents and affiliates from all costs, expenses, damages, liabilities, claims, fines,

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penalties, interest, judgments, and losses of any kind arising from or in any way related to Tenant’s or Tenant’s Representatives’ Handling of Hazardous Materials during the Term or failure to comply in full with this Section 6.2 (collectively, “Environmental Losses”), including consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Property, encumbrances, liens, costs and expenses of investigations, monitoring, clean up, removal or remediation of Hazardous Materials, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, attorneys’ and consultants’ fees and costs, and losses attributable to the diminution of value, loss or use or adverse effects on marketability or use of any portion of the Property, whether or not such Environmental Losses are contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. If Landlord is ever made a party to any action or proceeding by reason of a matter for which Tenant is obligated to indemnify Landlord, then Tenant, upon notice from Landlord, shall, at Landlord's option, either defend that action or proceeding on behalf of Landlord at Tenant's expense with counsel satisfactory to Landlord or reimburse Landlord for all defense costs Landlord actually incurs in defending against such action or proceeding, whether or not the action or proceeding is ultimately defeated. This indemnity is intended by the parties to be as broad and comprehensive as possible under law and shall apply regardless of the fault (including active or passive negligence) of either Tenant or Landlord. (c) Landlord’s Consent to Handling of Limited Hazardous Materials.

Except for Hazardous Materials described on Exhibit “D”, Tenant and Tenant’s Representatives shall not Handle any Hazardous Materials at or about the Property without Landlord’s prior written consent, which consent may be granted, denied, or conditioned upon compliance with Landlord’s requirements, all in Landlord’s absolute discretion. (d) Release of Hazardous Materials. In the event of any release, discharge or other event caused or contributed to by the acts or omissions of the Tenant or Tenant’s Representatives which poses a threat of damage or contamination to the Property or the environment, whether discovered by Landlord or Tenant, Tenant shall fully document the facts relating to the event, including the circumstances existing prior to and after the occurrence of the event, the precise nature of the release, discharge or event, including specific compounds and quantities involved, and all actions Tenant has taken and will take to remediate the release, discharge or event. Tenant shall provide such documentation to Landlord promptly after the occurrence in question. Tenant shall pay the reasonable costs and fees charged by Landlord’s environmental consultants to review such documentation and provide peer review confirming the adequacy of the measures, past and future, taken by Tenant to remediate the problem.

6.3 Compliance with Applicable Requirements. Tenant, shall, at Tenant's sole expense, fully, diligently and in a timely manner, comply with all applicable laws, building codes, regulations, ordinances, rules, directives, covenants, or restrictions of record (collectively, “Applicable Requirements”), without regard to whether such Applicable Requirements are now in effect or become effective hereafter. Tenant shall, within ten (10) days after Landlord delivers written request to Tenant, provide Landlord with copies of all permits and other documents, and other information evidencing Tenant's compliance with any Applicable Requirements specified by Landlord. Tenant shall immediately notify Landlord in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report

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pertaining to or involving the failure of Tenant or the Property to comply with any Applicable Requirements.

6.4 Inspection. Landlord's consultants shall have the right, but not the obligation, to enter into the Property at any time in the case of an emergency, and otherwise at reasonable times upon at least 48 hours advance notice, for the purpose of (a) inspecting the condition of the Property and reviewing all permits, reports, plans and other documents regarding the Handling of Hazardous Materials, (b) verifying compliance by Tenant with this Lease and (c) performing Tenant's obligations under Section 6.2 if Tenant has failed to timely do so. The cost of any such inspections shall be paid by Landlord, unless a significant and material violation of Applicable Requirements or a contamination is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority other than Landlord. In such case, Tenant shall upon request reimburse Landlord for the reasonable cost of such inspections, so long as such inspections are reasonably related to the significant and material violation or contamination. Tenant shall pay, in any case, all such costs incurred pursuant to clause (c) above.

7. Construction and Installation of Improvements.

7.1 Improvements. At no cost to Landlord, Tenant shall cause to be performed all construction, alterations, additions and installations, required to complete the work described in the Scope of Development attached hereto as Exhibit “B” (the “Improvements”), and shall comply with the schedule set forth in the Schedule of Performance attached hereto as Exhibit “C”. Tenant’s failure to meet any of the deadlines in the Schedule of Performance, as the same may be extended in accordance with Section 14.4 of this Lease, shall constitute an “Event of Default” (as defined in Section 13.1). Material alterations to the completed Improvements shall require Landlord’s prior written consent, not to be unreasonably withheld.

7.2 Construction Contracts. All Improvements and any alterations thereto (“Work”) shall be performed only by competent and qualified contractors duly licensed under the laws of the State of California pursuant to written contracts with such contractors. Tenant shall enter into a general construction contract for any Work (the “General Construction Contract”) with a contractor reasonably acceptable to Landlord requiring the contractor to cause the Work to be performed in a manner and timeframe consistent with the terms of this Lease.

Without limiting the conditions on which Landlord may grant its consent to any contractor, Landlord may require that such contractor furnish performance and payment bonds issued by a licensed corporate surety on terms and conditions and in amounts satisfactory to Landlord.

7.3 Review of Plans and Permits. Landlord shall not be deemed to have reviewed any plans, drawings or specifications from an engineering or technical standpoint, and Landlord shall have no liability whatsoever to Tenant or any third party based on or arising out of any patent or latent defect in the design or construction of the Work, whether or not such defect is actually known or apparent to Landlord.

7.4 Compliance with Law and Quality. Tenant shall cause all Work to be completed: (a) in a workmanlike manner with only new and high quality building materials, (b) in compliance with all applicable building codes and other applicable laws, ordinances,

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regulations, and orders of all federal, state, county, and local governmental agencies or entities having jurisdiction over the Property (including Landlord in its governmental capacity), and (c) in compliance with all applicable insurance requirements. Without limiting the generality of the foregoing provisions, Tenant shall not permit any component of any Work to be commenced until all building permits and other governmental permits, licenses and approvals required in connection with such component of the Work have been issued.

7.5 Notices of Non-responsibility. Landlord shall, at any and all times during the Term, have the right to post and maintain on the Property and to record as required by law any notice or notices of non-responsibility provided for by the mechanics’ lien laws of the State of California. Tenant shall give Landlord not less than thirty (30) days’ written notice prior to the commencement of any Work (including site preparation work) or the delivery of building materials to the Property.

7.6 Mechanics’ Liens. At all times during the Term, Tenant shall keep the Property and all building and improvements now or hereafter located on the Property free and clear of all liens and claims of liens for labor, services, materials, supplies, or equipment performed on or furnished to the Property. Should Tenant fail to pay and discharge or cause the Property to be released from any such lien or claim of lien within thirty (30) days after service on Tenant of written request from Landlord to do so, Landlord may pay, adjust, compromise and discharge any such lien or claim of lien on such terms and manner as Landlord may deem appropriate. In such event, Tenant shall, on or before the first day of the next calendar month following any such payment by Landlord, reimburse Landlord for the full amount paid by Landlord in paying, adjusting, comprising, and discharging such lien or claim of lien, including any attorneys’ fees and other costs expended by Landlord, together with interest as provided in Section 14.5 from the date of payment by Landlord to the date of repayment by Tenant.

7.7 Ownership of Improvements. Any and all buildings and improvements placed or erected on the Property as well as any and all other alterations, additions, improvements and fixtures made or placed in or on the Property by Tenant (except for Tenant’s furniture and trade fixtures, and any modular improvements or similar improvements that may be removed without substantial damage to the land---and all such items may be removed and relocated by Tenant upon the expiration or earlier termination of this Lease) shall be owned by Tenant only until the expiration or any earlier termination of this Lease, shall be considered part of the real property of the Property, and shall remain on the Property and, without compensation to Tenant, on the expiration or any earlier termination of this Lease shall become the sole property of Landlord or, if Landlord so elects and upon written notice to Tenant, shall be demolished and removed by Tenant from the Property at Tenant’s sole expense. Tenant shall not remove any improvements from the Property, commit or permit any waste, or destroy or modify any improvements on the Property except as expressly permitted by this Lease.

8. Maintenance and Repairs.

8.1 Maintenance by Tenant. At all times during the Term, Tenant shall, at Tenant’s own cost and expense, keep and maintain the Property (including all structural, nonstructural, interior, exterior, landscaped areas, systems, equipment, facilities, driveways, parking lots, fences, and signs) in good order, condition and repair (whether or not the portion of the

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Property requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Tenant, and whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of such portion of the Property). Tenant's maintenance obligations shall include restorations, replacements and renewals when necessary to keep the Property and all improvements thereon in good order, condition and repair. Tenant shall, during the Term, keep the exterior appearance of all improvements on the Property in a first-class condition consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, exterior repainting. In keeping the Property in good order, condition and repair, Tenant shall exercise and perform good maintenance practices, specifically including the procurement and maintenance at Tenant’s expense of service contracts for HVAC equipment, any boiler and pressure vessels, fire protection systems, landscaping and irrigation systems, the roof and drains, and asphalt and parking lots, each with a contractor specializing and experienced in the maintenance of the applicable equipment or improvements. Upon the request of Landlord, Tenant shall provide Landlord with a complete and correct copy of each such service contract and any amendments thereto. Tenant’s maintenance obligations under this Section shall not be construed as limiting any right or requirement expressly provided for elsewhere in this Lease for Tenant to alter, modify, demolish, remove or replace any improvement. No deprivation, impairment or limitation of use resulting from any event or work contemplated by this Section shall entitle Tenant to any offset, abatement or reduction in rent nor to any termination or extension of the Term.

8.2 Requirements of Governmental Agencies. At all times during the Term, Tenant shall, at Tenant’s own cost and expense:
(a) make all alterations, additions, or repairs to the Property (including the improvements and facilities on the Property) required by any law, ordinance, statute, order, or regulation now or hereafter made or issued by any federal, county, local, or other governmental agency or entity;
(b) observe and comply with all laws, ordinances, statutes, orders, and regulations now or hereafter made or issued respecting the Property by any federal, county, local, or other governmental agency or entity; and
(c) indemnify, defend and hold Landlord and the Property free and harmless from any and all liabilities, losses, damages, fines, penalties, claims, and actions resulting from Tenant’s failure to comply with the requirements of this Section 8.

8.3 Tenant’s Duty to Restore Property. Should, at any time during the Term, any buildings or improvements now or hereafter on the Property be destroyed in whole or in part by fire or other casualty, Tenant, at Tenant’s own cost and expense, shall promptly proceed to obtain insurance proceeds and take all steps necessary to begin reconstruction and promptly and diligently commence the repair or replacement of the damaged or destroyed buildings or improvements according to the original final plans and specifications therefore or according to any modified plans and specifications that provide for improvements consistent in terms of size, design and quality with the original buildings and improvements. The Parties agree that events or conditions may preclude in some instances delay the immediate making of permanent repairs.

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The Parties agree that in those instances Tenant shall make interim repairs that will protect the improvements from further deterioration and permit the continued use of the Property to the extent possible for the purposes for which they were demised, until repairs and replacements can be completed. In such event Tenant, upon demand, shall provide Landlord sufficient information for Landlord to satisfy itself that the time for making permanent repairs must be extended as reasonable beyond the time limits specified hereinbefore. In all other respects, the work of repair and restoration shall be done in accordance with the requirements for the original Improvements set forth in Section 7; provided that Tenant may reconstruct such other improvements on the Property as are consistent with applicable land use regulations and which are: (i) approved by the City in its governmental capacity, and all other governmental agency or agencies with jurisdiction, and (ii) approved by Landlord under this Lease in its reasonable discretion. No deprivation, impairment or limitation of use resulting from any event or work contemplated by this Section shall entitle Tenant to any offset, abatement or reduction in Rent or to any termination or extension of the Term.

8.4 Landlord’s Rights of Entry. Landlord and Landlord’s agents shall have the right to enter at reasonable hours after prior notice of the time and place of entry into and upon said portions of the Property as necessary for the purpose of ascertaining that the improvements on the Property are kept and maintained in good condition and repair as provided for in this Section 8 and that the terms of this Lease are observed.

9. Indemnity and Insurance.

9.1 Exculpation of Landlord. Landlord shall not be liable to Tenant for any damage to Tenant or Tenant’s property for any cause, except for any damage to Tenant or Tenant’s property resulting from the negligence and/or willful misconduct of Landlord or its employees, officers, agents or authorized representatives; however, in no event shall Landlord be liable for consequential damages consisting of lost profits or other damages in the nature of lost profits. Tenant waives all claims against Landlord except as provided in the previous sentence.

Subject to the foregoing provisions, Landlord agrees to, defend, indemnify and hold Tenant and its officers, directors, employees, agents and affiliates and their respective assets free and harmless against and from any and all liabilities, claims, losses, damages, and expenses (including attorneys’ fees and court costs) resulting from or arising out of Landlord’s failure to perform any of Landlord’s obligations under this Lease when and as required by the terms hereof.

9.2 Indemnity. Tenant agrees to, and does hereby defend, indemnify and hold Landlord and its officers, directors, employees, agents and affiliates and their respective assets, including the Property and all improvements now or hereafter on the Property, free and harmless against and from any and all liabilities, claims, losses, damages, and expenses (including attorneys’ fees and court costs) resulting from or arising out of Tenant’s occupation and use of the Property, and activities of Tenant and its contractors, specifically including any liability, claim, loss, damage, or expense arising by reason of:
(a) The death or injury of any person, including any person who is an employee or agent of Tenant, or the damage to or destruction of any property, including property

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owned by Tenant or by any person who is an employee or agent of Tenant, from any cause whatsoever while such person or property is on the Property; (b) Any work performed on the Property or materials furnished to the Property at the instance or request of Tenant or any person or entity acting for or on behalf of Tenant; or
(c) Tenant’s failure to comply with any requirement of law or any requirement imposed on Tenant or the Property by any governmental agency or authority; (d) Tenant’s failure to perform any of Tenant’s obligations under this Lease when and as required by the terms hereof; or
(e) The inaccuracy of any representation made by Tenant to Landlord in this Lease.

9.3 Liability Insurance. Tenant shall, at Tenant’s own cost and expense, secure promptly after execution of this Lease and maintain during the entire Term of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Tenant’s operation and use of the leased premises. The cost of such insurance shall be borne by the Tenant. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A:

VII, unless otherwise acceptable to the Entity, insuring Tenant and Landlord against loss or liability caused by or connected with Tenant’s occupation, use, disuse, or condition of the Property under this Lease in amounts not less that:
(a) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; and (b) Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage (c) Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision.

9.4 Broader Coverage; Increases in Insurance Coverage. If the Tenant maintains broader coverage and/or higher limits than the minimums shown above, Landlord shall be entitled to the broader coverage and/or the higher limits maintained by the Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Landlord. Not more frequently than each three years, if, in the reasonable opinion of Landlord, the amount of public liability and property insurance coverage at that time is not adequate, Tenant shall increase the insurance coverage as reasonably required by Landlord.

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9.5 Fire and Casualty Insurance. Tenant shall, at Tenant’s own cost and expense, at all times during the Term, keep all buildings, improvements, Tenant’s personal property and other structures on the Property, as well as any and all additions thereto, insured for their actual cash, full replacement value (as defined below), by insurance companies authorized to issue such insurance in the State of California and having a rating of not less than “A-13” as set forth in the then current Best’s Insurance Guide, against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in the geographic area in which the Property are located. Each insurance policy shall be issued in the names of Landlord, Tenant and any Mortgagee, as their interests may appear. Each insurance policy shall provide that any loss payable under such insurance shall be payable in Trust to Landlord and Mortgagee as loss payees.

9.6 Specific Perils to Be Insured. Notwithstanding anything to the contrary contained in Section 9.4, the insurance required by Section 9.4 shall, whether or not included in the standard extended coverage endorsement mentioned in Section 9.4, insure all buildings, improvements, and other structures on the Property, as well as any and all additions thereto, against loss or destruction by windstorm, typhoon, tidal wave, explosion, riot, riot attending a strike, civil commotion, acts of terrorism, sabotage or other warlike acts, malicious mischief, vandalism, aircraft, fire, smoke damage and sprinkler leakage. Furthermore, the insurance required by Section 9.4 during the performance of the Work shall have course of construction, vandalism, and malicious mischief clauses attached insuring the Work during construction and all materials delivered to the Property for their actual cash full replacement value. For purposes of this Section 9.5, the “full replacement value” of any building or other improvements to be insured shall be determined by the company issuing the insurance policy at the time the policy is initially obtained. Every two years thereafter, either party hereto shall have the right to notify the other party hereto that it elects to have the replacement value re-determined by any insurance company. The redetermination shall be made promptly in accordance with the rules and practices of the Board of Fire Underwriters, or a like board recognized and generally accepted by the insurance company, and each party shall be promptly notified of the results by such company. The insurance policy or policies shall be adjusted accordingly to reflect the redetermined value.

9.7 Evidence of Insurance. Prior to entering the Premises for any purpose, Tenant shall deliver to Landlord insurance certificates showing that Tenant has obtained and is maintaining the insurance required by this Section 9. Upon written request of Landlord, Tenant shall deliver to Landlord a complete and correct copy of each insurance policy required by this Section 9. All insurance policies required by express provisions of this Lease shall be nonassessable and shall contain language to the effect that (a) any loss shall be payable notwithstanding any act or negligence of Landlord that might otherwise result in the forfeiture of the insurance, (b) that the insurer waives the right of subrogation against Landlord, and (c) the policies are primary and non-contributing with any insurance that may be carried by Landlord.

9.8 Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Tenant including materials, parts, or equipment furnished in connection with such work or operations. General liability

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coverage can be provided in the form of an endorsement to the Tenant’s insurance (at least as broad as ISO Form CG 20 10).

9.9 Primary Coverage. For any claims related to this contract, the Tenant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Tenant’s insurance and shall not contribute with it.

9.10 Notice of Cancellation of Insurance. Each insurance policy required by this Section 9 shall contain a provision that it cannot be cancelled or materially changed for any reason unless 30 days’ prior written notice of such cancellation or change is given to Landlord in the manner required by this Lease for service of notices on Landlord by Tenant.

9.11 Waiver of Subrogation. Tenant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Tenant may acquire against Landlord by virtue of the payment of any loss under such insurance. Tenant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Landlord has received a waiver of subrogation endorsement from the insurer.

9.12 Verification of Coverage. Tenant shall furnish Landlord with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Landlord before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Tenant’s obligation to provide them. Landlord reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

9.13 Unavailability of Coverage. Notwithstanding anything to the contrary contained in this Section 9, should insurance coverage meeting all the requirements set forth in this Section 9 be unavailable due to circumstances beyond the control of Tenant, Tenant and Landlord shall agree as to substitute coverage which shall to the greatest extent possible meet the requirements set forth in this Section 9, provided that any substitute coverage shall not be less than insurance coverage available to and actually obtained for comparable industrial facilities in the State of California.

9.14 Self-Insured Retentions. Self-insured retentions must be declared to and approved by Landlord. At the option of Landlord, either: The Tenant shall obtain coverage to reduce or eliminate such self-insured retentions as respects Landlord, its officers, officials, employees, and volunteers; or the Tenant shall provide a financial guarantee satisfactory to Landlord guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the selfinsured retention may be satisfied by either the named insured or Landlord.

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9.15 Special Risks or Circumstances. Landlord shall have the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

10. [INTENTIONALLY OMITTED]

11. Assignment and Subletting.

11.1 Landlord’s Consent Required. Except as expressly provided within Section 11.1 or in Section 12 below, Tenant shall not voluntarily or by operation of law assign, encumber or otherwise transfer this Lease or any right or interest in, under or to this Lease or the Property, or except for extremely low income homeless individuals and families housed at the Property without charge to them and as needed to provide ancillary services to them, permit all or any portion of the Property to be occupied by anyone other than Tenant, without the express prior written consent of Landlord in Landlord’s sole and absolute discretion. Tenant shall promptly deliver copies of all proposed subleases to Landlord. A change in the control of Tenant shall be deemed to constitute an assignment requiring Landlord’s consent. The transfer, on a cumulative basis during the Term, of a majority of the voting control of Tenant shall constitute a change in control for this purpose. Any such assignment without the prior written consent of Landlord, whether voluntary or involuntary, by operation of law or otherwise, shall be void and shall constitute an Event of Default. A consent by Landlord to any one assignment or other transfer shall not be deemed to be a consent to any subsequent assignment or transfer. Without limiting the matters that may be considered by Landlord in determining whether to consent to any requested assignment or transfer, Landlord may take into account the proposed assignee’s or transferee’s financial strength and ability to perform all of the obligations of Tenant under this Lease.

11.2 Additional Provisions Regarding Assignment and Transfer. (a) Each request for consent to an assignment, subletting or transfer shall be in writing, accompanied by information relevant to Landlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or transferee, including the intended use and/or required modification of the Property, if any, together with a fee of $1,000.00 (increased by three percent (3%) on each anniversary of the date of this Lease) to compensate Landlord for considering and processing such request. Tenant shall also reimburse Landlord for Landlord’s reasonable attorneys’ fees incurred in connection with any such assignment or subletting for which Landlord’s consent is required. Tenant agrees to provide Landlord with such other or additional information and documentation as may be reasonably requested.
(b) Landlord's consent to any assignment, subletting or transfer shall not constitute a consent to any subsequent assignment, subletting or transfer. (c) Any assignee of this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed

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or performed by Tenant during the term of said assignment, other than such obligations as are contrary to or inconsistent with provisions of an assignment to which Landlord has specifically consented to in writing.
(d) No assignee shall have a right further to assign or sublet without complying with this Section 11.
(e) If an assignment is approved by Landlord, then the assigning Tenant shall pay to Landlord one hundred percent (100%) of the amount of any payments and other economic consideration received by Tenant (whether before or after the date of such adjustment) as a result of any assignment, less actual, documented brokerage commissions and reasonable attorneys’ fees incurred and paid in connection with the assignment and all reasonable, documented out-of-pocket costs incurred by the assigning Tenant in the design or construction of the Improvements provided all relevant contracts, plans and improvements are assigned and conveyed to the assignee in writing and a copy of the assignment is delivered to Landlord. Such remittance shall be payable to Landlord as additional Rent under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) The term of any sublease shall not extend beyond the Term. (g) Each sublease shall by its own terms be expressly subject to all of the terms, covenants and conditions of this Lease, and Tenant shall remain fully liable to Landlord for the payment of rents and performance of all other obligations under this Lease. (h) Each sublease shall contain a provision, satisfactory to Landlord, that upon the termination of this Lease for any reason, at Landlord’s election either (i) the sublease shall terminate or (ii) the sublessee shall attorn to Landlord and pay rent and perform all of the other obligations of the sublessee under its sublease directly to Landlord. (i) Each sublease shall contain a provision, satisfactory to Landlord, prohibiting the payment of rent more than one month in advance. (j) Each sublease shall contain a provision, satisfactory to Landlord, that if Tenant defaults under this Lease and fails to deliver to Landlord any security deposit or prepaid rent paid to Tenant by a subtenant under such sublease, then (i) Landlord shall have no obligation or liability to such subtenant for the return of any security deposit or prepaid rent paid to Tenant, (ii) such subtenant shall be solely responsible to pursue its rights and remedies against Tenant for recovery of any security deposit or prepaid rent paid to Tenant, and (iii) such subtenant shall deliver to Landlord, within thirty (30) days after demand by Landlord, a security deposit in the same amount as set forth in such sublease, and notwithstanding any prepayment by such subtenant of rent to Tenant, shall be obligated to pay to Landlord rent set forth in such sublease commencing upon termination of this Lease and notice thereof to such subtenant by Landlord.
(k) Promptly after execution of any sublease or an amendment to any sublease, Tenant shall deliver to Landlord a complete and correct copy of the fully executed and effective sublease or amendment, including all exhibits and attachments.

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(l) Tenant shall not charge rent to homeless individuals or families housed at the Property. Subject to the foregoing, Tenant hereby assigns and transfers to Landlord all of Tenant’s interest in all rent payable to Tenant under any sublease, and Landlord may collect such rent and apply same toward Tenant’s obligations under this Lease; provided, however, that until an Event of Default shall have occurred under this Lease, Tenant may collect such rent, subject to Section 11.2(g). Landlord shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of any rent thereunder, be deemed liable to the sublessee for any failure of Tenant to perform and comply with any of Tenant’s obligations to such sublessee. Tenant hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Landlord stating that an Event of Default exists under this Lease, to pay to Landlord all rent due and to become due under the sublease. The sublessee shall rely upon any such notice from Landlord and shall pay such rent to Landlord without any obligation or right to inquire as to whether such Event of Default exists, notwithstanding any claim from Tenant to the contrary.
(m) Upon the occurrence of any Event of Default under this Lease, Landlord may, at its option, require sublessee to attorn to Landlord, in which event Landlord shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, that Landlord shall not be liable for any prepaid rent or security deposit paid by such sublessee (except to the extent actually paid over to Landlord) or for any prior defaults of such sublessor.

12. Encumbrance of Lease.

12.1 Tenant’s Right to Encumber. Tenant may, at any time and from time to time during the Term, encumber to any bank, insurance company, governmental entity or other institutional lender or maker of a so-called “conditional grant” or forgivable loan”, herein called “Mortgagee,” by deed of trust (the “Security Instrument”), all of Tenant’s interest under this Lease and the leasehold estate hereby created (the “Leasehold Estate”) for any purpose or purposes without the consent of Landlord, provided that:
(a) the Security Instrument and all rights acquired under it shall, by its express terms, be subject to each and all of the covenants, conditions and restrictions stated in this Lease and to all rights and interests of Landlord; (b) Tenant shall deliver to Landlord: (i) a complete and correct copy of the Security Instrument and all related promissory notes, loan agreements, security agreements, indemnity agreements, guarantees, financing statements and other loan documents executed by Tenant or for Tenant’s benefit in connection therewith (the “Loan Documents”), each as fully executed and delivered, within five business days after the execution thereof, and (ii) a complete and correct of the recorded Security Instrument, conformed by the recorder to show the date or recordation and other recording information, within five business days after the date of recordation;
(c) the Security Instrument shall expressly provide that any proceeds from fire or extended coverage insurance shall be used to repair or rebuild the damaged or destroyed improvements on the Property;

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(d) the Security Instrument shall contain a provision that all notices of default under the Loan Documents must be sent to Landlord and Tenant and that Landlord shall have ten (10) business days in which to cure any default after the time for Tenant to cure it has expired (provided that if Landlord requires possession of the Property in order to cure the default, then Landlord shall have, in addition to such ten (10) business day period, such further time as is needed to terminate Tenant’s right to possession of the Property), and neither Landlord’s right to cure any default nor any exercise of such right shall constitute an assumption of liability under any Loan Document;
(e) Tenant shall immediately reimburse Landlord for the cost of any default cured by Landlord with interest thereon as provided in Section 14.5; and (f) no encumbrance incurred by Tenant pursuant to this Section or otherwise shall, and Tenant shall not have power to incur any encumbrance that will, constitute in any way a lien or encumbrance on Landlord’s fee title to the Property or on any other interest of Landlord in the Property.

12.2 Notice to and Service on Mortgagee. If Tenant executes any Security Instrument in accordance with Section 12.1, Landlord shall mail to Mortgagee a duplicate copy of any and all notices Landlord may from time to time give to or serve on Tenant pursuant to or relating to this Lease. Tenant shall at all times keep Landlord informed in writing of the name and mailing address of Mortgagee and any changes in Mortgagee’s mailing address. Any notices or other communications permitted by this or any other Section of this Lease or by law to be served on or given to Mortgagee by Landlord shall be deemed duly served on or given to Mortgagee when deposited in the United States certified or registered mail, first-class postage prepaid, addressed to Mortgagee at the last mailing address for Mortgagee furnished in writing to Landlord by Tenant or Mortgagee.

12.3 Rights of Mortgagee. If Tenant executes any Security Instrument in accordance with Section 12.1 and then defaults under the related Loan Documents, Mortgagee shall have the right during the Term to the extent permitted by the Loan Documents to realize on the security afforded by the Security Instrument by instituting judicial or nonjudicial foreclosure proceedings and pursuing all other remedies available at law or in equity or under the Loan Documents, subject to the following provisions:
(a) Mortgagee shall not acquire or thereafter assign to any third party less than Tenant’s entire interest in this Lease;
(b) Mortgagee’s acquisition of Tenant’s interest under this Lease by purchase at Mortgagee’s foreclosure sale, or the acquisition of Tenant’s interest under this Lease by mortgagee or an affiliate of Mortgagee (such affiliation to be material and shown by reasonable evidence delivered to Landlord) by acceptance of an assignment in lieu of foreclosure, and Mortgagee’s or such affiliate’s transfer of such interest to another person or entity after such acquisition, shall not be considered an assignment of this Lease and therefore shall not be subject to any of the conditions and restrictions applicable to assignments contained in Section 11, but from and after the date of such acquisition, Mortgagee and any transferee shall

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be bound by all of the terms and conditions of this Lease except as otherwise expressly provided in Section 12.6;
(c) The acquisition of Tenant’s interest under this Lease by any person or entity other than Mortgagee by purchase at Mortgagee’s foreclosure sale, and the acquisition of Tenant’s interest under this Lease by Mortgagee or an affiliate of Mortgagee by acceptance of an assignment in lieu of foreclosure, shall not be considered an assignment of this Lease and therefore shall not be subject to all of the conditions and restrictions applicable to assignments contained in Section 11; and
(d) An acquisition of Tenant’s interest under this Lease described in clause (c) above may be financed by such person or entity by encumbering to any new Mortgagee by a new Security Instrument encumbering Tenant’s entire Leasehold Estate, provided that such encumbrance and such Mortgagee shall be subject to all of the terms and conditions of this Section 12.

12.4 Right of Mortgagee to Cure Defaults. If Tenant executes any Security Instrument in accordance with Section 12.1, then before Landlord may terminate this Lease because of any default under this Lease by Tenant, Landlord must give written notice of the default to Mortgagee and afford Mortgagee the opportunity after service of the notice to cure the default within (a) five (5) business days after date of notice where the default can be cured by the payment of money to Landlord or some other person or (b) the minimum period of time reasonably required to effect a cure (but in no event more than 90 days) where the default cannot, by its nature, be cured solely by the payment of money. Upon the full performance by Mortgagee of the obligation or obligations the nonperformance of which was the subject of the notice of default given to Mortgagee pursuant to this Section, such default shall be deemed cured and shall no longer give rise to any rights and remedies of Landlord; provided, however, that Mortgagee’s cure of any default under this Lease by Tenant shall not excuse or waive any future default under this Lease by Tenant or preclude or limit the exercise of any rights or remedies afforded Landlord under this Lease as a result of such future default.

12.5 No Merger of Leasehold and Fee Estates. While any Security Instrument remains in effect, there shall be no merger without the consent of Mortgagee of the Leasehold Estate and the fee estate in the Property merely because both estates have been acquired or become vested in the same person or entity.

12.6 Mortgagee as Assignee of Lease. No Mortgagee shall be liable to Landlord as the successor to the rights and obligations of Tenant under this Lease unless and until such Mortgagee acquires the Leasehold Estate through foreclosure or other proceedings in the nature of foreclosure or as a result of an assignment in lieu of foreclosure or other action or remedy. Notwithstanding any provision to the contrary contained elsewhere in this Lease, Mortgagee shall not be liable for any Event of Default that may occur after the effective date of any such further assignment.

12.7 Mortgagee as Including Subsequent Security Holders. No transfer by Mortgagee of its lien or security interest on or in the Leasehold Estate shall be valid or effective as against Landlord until Mortgagee shall have given Landlord written notice of the name,

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address, telephone number and email address (for notices) of the transferee. The term “Mortgagee” as used in this Lease shall mean not only the initial institutional lender named as beneficiary, mortgagee, or secured party in the Security Instrument, but also any institutional lenders that may subsequently acquire the lien or security interest created by the Security Instrument.

12.8 Estoppel Certificates by Landlord. Landlord from time to time and within ten (10) days the written request of Tenant or any Mortgagee, shall furnish a written statement that this Lease is in full force and effect and that there is no default hereunder by Tenant, or if there is a default, such statement shall specify the default which Landlord claims to exist, provided that Landlord shall not be required to deliver more than three such statements during any 12-month period.

12.9 New Lease to Mortgagee. If, while any Security Instrument is in effect, this Lease shall be terminated prior to the stated expiration hereof for any reason not related to damage or condemnation (including, without limitation, termination in any bankruptcy of the Tenant), then Landlord upon request by Mortgagee will enter into a new lease with Mortgagee for the remainder of the Term, effective as of the date of such termination, at the Rent and on the terms specified in this Lease, subject to the following conditions:
(a) Mortgagee shall make written request to Landlord for such new lease within thirty (30) days after the date of such termination and such written request shall be accompanied by a payment to Landlord of all sums then due to Landlord under this Lease; (b) Mortgagee shall pay to Landlord, at the time of the execution and delivery of such new lease, any and all sums which would at the time of the execution and delivery thereof be due under this Lease but for its termination, and in addition thereto, any reasonable expenses, including attorneys’ fees and court costs, to which Landlord shall have been subject by reason of any default by Tenant;
(c) Mortgagee shall perform all other obligations required to have been performed under this Lease by Tenant to the extent that Tenant shall have failed to perform such obligations;
(d) Upon the execution and delivery of such new lease, any subleases which may have theretofore been assigned and transferred to Landlord shall thereupon be assigned and transferred by Landlord to the new Tenant, without recourse to Landlord; and (e) The new lease shall commence and rent and all obligations shall accrue as of the date of termination of this Lease. The new lease shall be superior to and have priority over all encumbrances, liens, conveyances and interests upon and in the Property, other than those of record to which this Lease may be subject as of the date hereof. (f) This Section 12.9 shall survive the termination of this Lease.

12.10 Surrender or Amendment. There shall not be any cancellation, mutual termination, surrender, or acceptance of surrender of this Lease, or any or amendment of this Lease that is materially adverse to Tenant, without the prior written consent of Mortgagee, which

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consent shall not be unreasonably withheld and shall be deemed granted if contrary notice is not received by Landlord within five business days after Mortgagee’s consent is requested.

12.11 Subordination. Landlord’s rights under this Lease with respect to fire or other property insurance proceeds that become payable because of damage to or destruction of any improvements on the Property and with respect to compensation or damages awarded or payable because of the taking of any improvements on the Property by eminent domain shall be subject and subordinate to the rights of Mortgagee under the Security Instrument; provided, however, that nothing in this Section 12.11 shall be construed as a subordination of or encumbrance on Landlord’s fee title to the Property.

13. Default and Remedies.

13.1 Events of Default. Any of the following events shall constitute an “Event of Default” under this Lease:
(a) Tenant fails to timely pay rent;
(b) Tenant fails to pay any other sums due Landlord within five (5) business days after written notice from Landlord that the same is due and payable; (c) Tenant fails to timely construct the Improvements in accordance with the terms of Section 7.1;
(d) Tenant assigns this Lease or sublets in violation of Section 11; or (e) Tenant fails to perform fully and when due any of its other covenants, conditions or obligations under this Lease and after written notice from Landlord specifying the nature of such failure of Tenant, Tenant: (i) does not promptly commence taking all necessary and appropriate actions to remedy such failure, or (ii) does not thereafter diligently and continuously pursue all such remedial actions, or (iii) does not fully cure such failure within the minimum period of time reasonably required under the circumstances to achieve a cure, but in any event within ninety (90) days after Landlord’s written notice of such failure, time being strictly of the essence; provided, however, that Tenant shall not be entitled to cure the breach of any covenant that is “non-curable”.

13.2 Remedies. Upon the occurrence of any Event of Default, and without the giving of any additional notice not otherwise required hereunder or by law, Landlord may exercise the following rights and remedies in addition to all other rights and remedies provided by law or equity, either cumulatively or in the alternative:
(a) Maintain this Lease and Tenant's right to possession of the Property in effect and continue to enforce all of Landlord's rights and remedies hereunder, including the remedy described in California Civil Code Section 1951.4 (granting the landlord the right to continue a lease in effect after a tenant's breach and abandonment and to recover all rent as it becomes due if the tenant has the right to sublet or assign, subject only to reasonable limitations) provided that upon Landlord’s election of such remedy, Landlord may not unreasonably withhold its consent to any assignment or subletting. Acts of maintenance or

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preservation or efforts to re-let the Property or the appointment of a receiver upon initiative of Landlord to protect Landlord's interest under this Lease shall not constitute a termination of this Lease or Tenant’s right to possession unless written notice of termination is given by Landlord to Tenant.
(b) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the State of California. The expiration or termination of this Lease and/or the termination of Tenant’s right to possession shall not relieve Tenant from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the Term or by reason of Tenant’s occupancy of the Property.
(c) Upon an Event of Default by Tenant, in addition to the foregoing remedies, City shall also be entitled to terminate Tenant’s right to possession of the Property by written notice to Tenant, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Property to Landlord. In such event Landlord shall be entitled to recover from Tenant: (i) the unpaid Rent that had been earned at the time of termination; plus (ii) the worth at the time of award of the amount by which the unpaid Rent that would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could 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 Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (iv) any other amounts necessary to compensate Landlord for all the detriment caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including the cost of recovering possession of the Property, expenses of re-letting, including necessary renovation and alteration of the Property, reasonable attorneys' fees. The worth at the time of award of the amount referred to in clause (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Landlord shall have the right to recover in such proceeding any unpaid Base Rent and damages as are recoverable therein, or Landlord may reserve the right to recover all or any part thereof in a separate suit. If any notice required under Section 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Tenant under the unlawful detainer statute shall also be deemed to constitute the notice required by Section 13.1. In such case, any applicable grace period required by Section 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Tenant to cure the Event of Default within the greater of the two such grace periods shall constitute both an unlawful detainer and an Event of Default entitling Landlord to the remedies provided for in this Lease and/or by said statute. If a notice is required under Section 13.1 is given, Tenant expressly agrees that it shall satisfy the notice requirements of the unlawful detainer statutes and laws.

13.3 Landlord’s Performance of Tenant’s Obligations. If Tenant fails to perform any affirmative duty or obligation under this Lease within ten (10) days after written notice (or in case of an emergency, without notice), the Landlord may, at its option, perform such duty or obligation on Tenant’s behalf, including the obtaining of reasonably required bonds, insurance policies, or governmental permits, licenses and approvals. The costs and expenses of any such performance by Landlord shall be due and payable by Tenant upon Landlord’s written

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demand. If any check given to Landlord by Tenant shall not be honored by the bank upon which it is drawn, Landlord, at its option, may require that all future payments by Tenant to Landlord be made by bank cashier's check.

13.4 Remedies Cumulative. The remedies given to Landlord in this Section shall not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter allowed by law and elsewhere provided in this Lease.

13.5 Waiver of Breach. The waiver by Landlord of any breach of Tenant of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Tenant either of the same or a different provision of this Lease. No waiver, benefit, privilege or service voluntarily given or performed by either party shall give the other any contractual right by custom, estoppel or otherwise. The subsequent acceptance of rent pursuant to this Lease shall not constitute a waiver of any preceding default by Tenant other than default in the payment of the particular rental payment so accepted, regardless of Landlord’s knowledge of the preceding breach at the time of accepting the rent, nor shall acceptance of rent or any other payment after termination constitute a reinstatement, extension or renewal of the Term or revocation of any notice or other act by Landlord.

14. Miscellaneous.

14.1 Tenant’s Duty to Surrender Property. At the expiration or any earlier termination of the Term, Tenant shall surrender to Landlord the possession of the Property and all improvements and fixtures installed or constructed by or for Tenant thereon free and clear of all claims to or against them by Tenant or any third person or party. Subject to the provisions of Section 7.7, Tenant shall leave the surrendered property in good, safe and broom-clean condition. All property that Tenant is required to surrender shall become Landlord’s property at termination of this Lease, or, if Landlord so elects and upon written notice to Tenant, shall be demolished and removed by Tenant at Tenant’s sole expense, and all property that Tenant is not required to surrender but that Tenant does not remove shall become Landlord’s property at termination of this Lease, or, if Landlord so elects and upon written notice to Tenant, shall be demolished and removed by Tenant at Tenant’s sole expense. If Tenant fails to surrender the Property at the expiration or earlier termination of this Lease, Tenant shall defend and indemnify Landlord from all liability and expense resulting from the delay or failure to surrender, including claims made by any succeeding tenant or any purchaser or prospective purchaser founded on or resulting from Tenant’s failure to surrender.

14.2 Holding Over. This Lease shall terminate without further notice at the expiration of the Term. Notwithstanding Landlord’s acceptance of Rent after expiration or any earlier termination of the Term, any holding over by Tenant shall not constitute a renewal or extension of the Term or give Tenant any rights in or to the Property. Nothing contained herein shall be construed as a consent by Landlord to any holding over by Tenant.

14.3 Survival. Each obligation of Tenant’s obligations under this Lease that, by its nature, is to be, or may need to be, performed after the expiration or any earlier termination of this Lease shall survive such expiration or termination.

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14.4 Force Majeure Delays. Except as otherwise expressly provided in this Lease, should the performance of any act required by this Lease to be performed by either Landlord or Tenant be prevented or delayed by reason of any act of God, strike, war, lockout, labor trouble, or inability to secure materials (but not by reason of delay in the issuance of any required governmental permit, license or approval unless the delay is unusual and unjustified under the circumstances), the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that that nothing contained in this Section shall excuse the full payment when due of any Rent payable by Tenant or the performance of any act rendered difficult or impossible solely because of the financial condition of the party required to perform the act; and provided further that any such extension of the time for performance shall not affect the commencement or expiration of the Term.

14.5 Interest on Overdue Payments. All Rent and other sums of any nature that Tenant fails to pay to Landlord when due under any provision of this Lease or that Landlord pays to any third party on behalf of Tenant pursuant to any provision of this Lease shall bear interest from the date due to Landlord or paid by Landlord, as applicable (the “Due Date”), at the lesser of the maximum rate permitted by law or rate of ten percent (10%) per annum, accruing daily but not compounded. Such interest shall be payable immediately and without the necessity of any demand by Landlord. The fact that Landlord is entitled to interest under this Section shall not be construed to excuse or mitigate any default by Tenant.

14.6 Attorneys’ Fees. In the event either party brings a suit, action or other proceeding against the other party that in any way relates to or arises out of this Lease, the prevailing party (meaning the party that obtains substantially the relief sought by it) shall be entitled to have and recover from the other party all costs and expenses of the suit, action or proceeding, including attorneys' fees, from the commencement of the suit, action or proceeding through the entry of judgment. The trial court shall determine which party is the prevailing party as well as the amount of attorneys' fees and costs to be awarded immediately following the entry of judgment (and without awaiting any appeal) in a post-trial proceeding such as is conducted when a cost bill is submitted. If an appeal is timely filed and if the awarding or amount of attorneys' fees and costs is at issue in the appeal, then the appellate court (or the trial court, acting pursuant to an order of the appellate court) shall determine such issue, and the recoverable attorneys' fees and costs shall include those incurred through the entry of final judgment following the appeal.

14.7 Estoppel Certificates by Tenant. Tenant shall within ten (10) days after written notice from Landlord execute, acknowledge and deliver to Landlord an estoppel certificate in writing, in form similar to the then most current "Tenancy Statement" form published by the American Industrial Real Estate Association, plus such additional information, confirmation and statements as may be reasonably requested by Landlord. Any such statement by Tenant may be given by Landlord to any prospective purchaser or encumbrancer of the Property. Such purchaser or encumbrancer may rely conclusively upon such statement as true and correct. If Tenant does not deliver such statement to Landlord within such 10-day period, Landlord and any prospective purchaser or encumbrancer may conclusively presume that: (a) the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (b) this Lease has not been canceled or terminated except as otherwise represented by

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Landlord; (c) not more than one month’s Base Rent has been paid in advance; and (d) Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of any such presumption. If Landlord desires to finance, refinance, or sell the Property or any part thereof, Tenant shall deliver to any potential lender or purchaser designated by Landlord such financial statements as may be reasonably required by such lender or purchaser, including Tenant’s financial statements for the past three years. All such financial statements shall be received by Landlord and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

14.8 Limitation on Landlord’s Liability. The obligations of Landlord under this Lease shall not constitute personal obligations of Landlord’s councilmembers, officers, employees or affiliates, and Tenant shall not seek recourse against Landlord’s individual councilmembers, officers, employees or affiliates, or any of their personal assets for such satisfaction.

14.9 Subordination; Attornment; Non-Disturbance.
(a) Subordination. Subject to paragraph (c) below, this Lease shall be subject and subordinate to any deed of trust or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed by Landlord upon the Property, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Tenant agrees that the holders of any such Security Devices shall have no liability or obligation to perform any of the obligations of Landlord under this Lease. (b) Attornment. Subject to paragraph (c) below, Tenant agrees to attorn to any lender or any other party who acquires ownership of the Property by reason of a foreclosure of a Security Device, and in the event of such foreclosure, such new owner shall not (i) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership, (ii) be subject to any offsets or defenses that Tenant might have against any prior lessor, or (iii) be bound by any prepayment of more than one calendar month’s Base Rent.
(c) Non-Disturbance. Tenant’s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the lender to the effect that Tenant’s possession of the Property shall not be disturbed so long as Tenant is not in default hereunder and attorns to the record owner of the Property.
(d) Self-Executing. The agreements contained in this Section shall be effective without the execution of any further documents; provided, however, that, upon the written request of Landlord or any lender in connection with a sale, financing or refinancing of the Property, Tenant and Landlord shall execute such further writings as may be reasonably required to separately document the subordination, attornment and non-disturbance agreement provided for herein.

14.10 Consents. Whenever the consent, approval, judgment or determination of Landlord is required or permitted under any provision of this Lease, Landlord’s City Manager

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may give the same provided it is in writing. Landlord’s actual reasonable costs and expenses (including architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response to, a request by Tenant for any Landlord consent, including consents to an assignment, a subletting or the presence or use of a Hazardous Materials, shall be paid by Tenant upon receipt of an invoice and supporting documentation therefor. Landlord's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Event of Default by Tenant of this Lease exists, nor shall such consent be deemed a waiver of any then-existing Event of Default, except for any waiver as may be otherwise specifically stated in writing by Landlord at the time of such consent. The failure to specify herein any particular condition to Landlord’s consent shall not preclude the imposition by Landlord at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. The review or approval by Landlord of any item to be reviewed or approved by Landlord under the terms of this Lease shall not impose upon Landlord any liability for accuracy or sufficiency of any such item or the quality or suitability of such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord’s interest in the Property or under this Lease, and no third parties, including Tenant or the representatives and visitors or Tenant or any person or entity claiming by, through or under Tenant, shall have any rights hereunder.

14.11 Reservations by Landlord. Landlord reserves to itself the right, from time to time and without the consent or joinder of Tenant, to grant such easements, rights and dedications as Landlord may deem necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Property by Tenant. Tenant agrees to sign any documents reasonably requested by Landlord to effectuate any such easement rights, dedication, map or restrictions.

14.12 Authority. Each individual executing this Lease on behalf of Landlord or Tenant represents and warrants that he or she is duly authorized to execute and deliver this Lease on such party’s behalf. Each party shall, within thirty (30) days after written request, deliver to the other party satisfactory evidence of such authority.

14.13 Quiet Enjoyment. Tenant shall and may peacefully and quietly have, hold and enjoy the Property hereby demised, for the Term, on the terms and subject to the conditions contained in this Lease.

14.14 Notices. All notices required or permitted by this Lease shall be in writing and may be delivered by personal delivery, or overnight courier or may be sent by certified mail, with postage prepaid, and shall be deemed sufficiently given if served in a manner specified in this Section. Until changed by a notice given in accordance with the provisions of this Section, the respective addresses of Landlord and Tenant for the purpose of receiving notices required or permitted by this Lease are as follows:

Landlord: City of Covina
125 E. College Street
Covina, CA 91723
Attention: City Manager

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Tenant: Covina Housing Authority
125 E. College Street
Covina, CA 91723
Attention: Executive Director
Any notice sent by certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon.

Notices delivered by overnight courier that guarantee next day delivery shall be deemed given on the next business day after delivery of the same to the courier. Notices personally delivered shall be deemed delivered upon actual delivery/receipt, as shown by reasonable evidence (such as affidavit of the person who is delivering or receiving on behalf of a party). If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

14.15 Successors and Assigns. This Lease shall be binding on and enforceable by, and shall inure to the benefit of, Landlord and Tenant and their respective successors, and assigns, subject to the provisions of Section 11.

14.16 Time of Essence. Time is of the essence of each provision of this Lease in which time is a factor.

14.17 Memorandum of Lease; Notice of Affordability Covenants. Concurrently with their execution of this Lease, Landlord and Tenant shall execute and acknowledge a memorandum of this Lease in the form of Exhibit “E”, and a Notice of Affordability Covenants in the form attached hereto as Exhibit “F”, and shall record them in the Official Records of Los Angeles County.

14.18 Counterparts. This Lease may be executed in counterparts, all of which together shall constitute one and the same document.

14.19 Partial Invalidity. Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding.

14.20 Entire Agreement. This Lease constitutes the sole and complete agreement between Landlord and Tenant regarding the subject matter hereof.

14.21 Amendments. This Lease may be modified only by a written instrument signed by the parties in interest at the time of the modification. Tenant agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a lender in connection with any financing or refinancing of the Property, provided that such modifications do not materially change Tenant’s obligations hereunder. Landlord agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by Tenant’s lender in connection with any financing or refinancing of the Improvements or any Work (including, without limitation, a reasonable additional cure period based on the lender’s need to obtain possession by receiver or foreclosure in order to cure non-monetary defaults), provided

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that such modifications do not materially increase Landlord’s obligations hereunder or materially decrease Landlord’s rights.

14.22 Construction of Lease. This Lease shall be construed fairly as to all parties and not in favor of or against any party, regardless of which party prepared this Lease.

Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the sections and paragraphs of this Lease are for convenience only and do not define or limit any terms or provisions. Unless otherwise specifically provided, references in this Lease to sections, paragraphs and exhibits shall be to sections, paragraphs and exhibits of or to this Lease.

All exhibits hereto are incorporated herein by the references thereto in this Lease. The use in this Lease of the word “include” or any derivative thereof shall be construed as providing examples or illustration only and shall not limited the generality of any provision in which it is used. As used in this Lease, the term "business day" means any day on which commercial banks are open for business in the State of California, and the term "day" means a calendar day when not expressly stated to be a business day. If any period or deadline specified in this Lease ends or falls on a day that is not a business day, such period or deadline shall be extended to end or fall on the next succeeding business day. Wherever used in this Lease, the symbol "$" refers to dollars in currency of the United States of America.

14.23 Effect of Delivery. The delivery of any unexecuted draft of this Lease shall not constitute an offer by the delivering party or otherwise bind the delivering party or create any enforceable rights in favor of the other party. This Lease shall not be binding or enforceable unless and until it is executed and delivered by both Landlord and Tenant.

14.24 Effect on Landlord Governmental Capacity. Although Landlord is a governmental entity, none of Landlord’s consents, approvals or performance of obligations under this Lease shall constitute consents, approvals or acts in the Landlord’s governmental capacity, but shall only constitute consents, approvals and acts by Landlord in its proprietary capacity as the landlord under this Lease.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date first above written.

LANDLORD:

CITY OF COVINA,
a municipal corporation
By:

Print Name:

Title: __________________
ATTEST:

TENANT:

COVINA HOUSING AUTHORITY
By:

Print Name:

Title:

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, City Clerk

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EXHIBIT "A"

DESCRIPTION OF LAND
THAT PORTION OF LOT 53 OF TRACT NO. 14799, IN THE CITY OF

COVINA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS
PER MAP RECORDED IN BOOK 313, PAGES 9, 10 AND 11, INCLUSIVE OF MAPS AND THAT PORTION OF LOT 2 IN SECTION 13, TOWNSHIP 1 SOUTH, RANGE 10 WEST, SAN BERNARDINO MERIDIAN, IN THE

CITY OF COVINA, COUNTY OF LOS ANGELES, STATE OF

CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY

OF SAID LAND ON FILE IN THE BUREAU OF LAND MANAGEMENT,
WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 53;
THENCE ALONG THE EASTERLY LINE OF SAID LOT 53 AND ITS NORTHERLY PROLONGATION, NORTH 00° 13' 48" WEST, 292.00 FEET;

THENCE DEPARTING SAID NORTHERLY PROLONGATION,
SOUTH 89°45'52" WEST, 87.00 FEET;
THENCE SOUTH 00° 13' 48" EAST, 167.67 FEET;
THENCE SOUTH 40° 33' 36" EAST, 60.00 FEET;
THENCE SOUTH 01° 13' 48" EAST, 82.24 FEET TO THE SOUTHERLY LINE OF SAID LOT 53 AND THE NORTHERLY RIGHT-OF-WAY LINE OF SAN BERNARDINO RD. (33.00' NORTHERLY HALF WIDTH);
THENCE ALONG SAID SOUTHERLY LINE OF LOT 53 AND THE
NORTHERLY RIGHT-OF-WAY LINE OF SAN BERNARDINO RD., NORTH 85° 25' 51" EAST, 48.31 FEET TO THE POINT OF BEGINNING.

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EXHIBIT "B"

SCOPE OF DEVELOPMENT/DESCRIPTION OF IMPROVEMENTS/PROJECT The City of Covina Navigation Center will consist of the following major development features:

1. Perimeter fencing of not less than 6 feet in height and not more than 10 feet in height. The perimeter fencing would consist of decorative metal, wood (or synthetic wood), masonry block and/or a combination of all those materials.

2. Administrative Center building consisting of administrative offices, meeting rooms, restrooms, small classroom(s) and computer lab/work stations.

3. Restroom/shower facilities (either permanent or modular).

4. Laundry facility (modular).

5. Warming kitchen (modular).

6. Storage lockers (modular).

7. Modular living quarters---at least 6 units of housing (but all housing built shall be subject to the extremely low income and affordability requirements of the Lease, and such requirements shall survive the expiration of the term of the Lease to the extent provided in the Lease).

8. Dog run.

9. Outdoor dining area.

10. Surface parking/loading area.

11. Utility service (electricity, water, sewage).

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EXHIBIT "C"

SCHEDULE OF PERFORMANCE (DEADLINES)

1. December 1, 2023. Construction of new driveway entrance from San Bernardino Road into the City of Covina Public Works Yard (with new surface parking lot).

2. June 1, 2024. Installation of perimeter fencing, modular facilities, administrative facilities, utilities and similar features.

3. December 1, 2024. Completion; begin Navigation Center operations.

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EXHIBIT "D"

PERMITTED HAZARDOUS MATERIALS

1. Hazardous materials normally and customarily used in the development, construction and operation of developments similar to the project described in this Lease that are used, stored, transported and disposed of in accordance with all applicable laws.

2. Minor quantities of hazardous materials normally and customarily used by tenants/subtenants of developments similar to the Property that are used, stored, transported and disposed of in accordance with all applicable laws.

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EXHIBIT "E"

FORM OF MEMORANDUM OF GROUND LEASE AND USE RESTRICTIONS (Attached.)

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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Covina
125 East College Street
Covina, CA 91723
Attention: City Clerk
with a copy to:

Covina Housing Authority
125 East College Street
Covina, CA 91723
Attn: __________________________
[Space Above For Recorder’s Use Only]
The undersigned Lessor declares that this Memorandum of Ground Lease is exempt from Recording Fees pursuant to California Government Code Section 27383.

Documentary Transfer Tax is $0.00; conveyance to a California public entity (City of Covina, County of Los Angeles).

MEMORANDUM OF GROUND LEASE, AND RESTRICTION TO USE AS

AFFORDABLE EXTREMELY LOW INCOME HOUSING (AND ANCILLARY USES)

THIS MEMORANDUM OF GROUND LEASE, AND RESTRICTION TO USE AS AFFORDABLE EXTREMELY LOW INCOME HOUSING (AND ANCILLARY USES) (this “Memorandum”) is dated as of _______________, 202__ and is entered into by and between the CITY OF COVINA, a municipal corporation (“Landlord”) and the COVINA HOUSING AUTHORITY, a California public entity (“Tenant”).

R E C I T A L S
A. Landlord and Tenant executed that certain Ground Lease dated June 21, 2022 (the “Lease”) affecting the land described on Exhibit “A” (the Property).

B. Landlord and Tenant now desire to record this Memorandum in order to, among other things, comply with law requiring recorded restrictions on use of the Property and that municipal leases be recorded, and give constructive notice of the existence of the Lease and such restrictions.

A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

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1. Ground Lease. Landlord has leased the Property to Tenant, and Tenant has leased the Property from Landlord, upon and subject to the terms and conditions set forth in the Lease, which include the requirement that at least 6 units of extremely low income affordable housing and related ancillary uses be constructed and that all housing units constructed shall be extremely low income affordable housing. The Lease is hereby incorporated herein by this reference.

2. Term. The term of the Lease continues for 55 years, commencing on the date of the Lease, and expiring 55 years after the date of the Lease; however, the restrictions on use of all housing units for extremely low income affordable housing shall survive the expiration of the term, and continue until the date that is 55 years after completion of the Project described in the Lease.

3. Non-Discrimination. The Tenant covenants by and for itself and any successors in interest that there shall be no discrimination against, or segregation of, any persons, or group of persons, on account of sex, race, color, creed, marital status, religion, handicap, national origin, or ancestry in the enjoyment of the Site, nor shall the Tenant itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Site, all as further set forth in California Health and Safety Code Section 33436. The foregoing covenants shall run with the land and shall remain in effect in perpetuity.

All subleases and contracts entered into by Tenant, its successors and assigns, or any successor-in-interest to all or any portion of or interest in the land shall contain or be subject to substantially the following nondiscrimination or non-segregation clauses:
a. In subleases: “The sublessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this sublease is made and accepted upon and subject to the following conditions:

That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased.

Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4,

51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior

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citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph.”
b. In contracts: “There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land.

51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph.”
IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of the date and year first above written.

LANDLORD: CITY OF COVINA,
a municipal corporation
By:

Print Name: ________________
Title: ____________________
ATTEST:
, City Clerk
TENANT: COVINA HOUSING AUTHORITY
By: ________________________
Print Name: __________________

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Title: ________________________
ATTEST:
________________, Secretary

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EXHIBIT A

DESCRIPTION OF LAND
THAT PORTION OF LOT 53 OF TRACT NO. 14799, IN THE CITY OF

CITY OF COVINA, COUNTY OF LOS ANGELES, STATE OF

CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY

OF SAID LAND ON FILE IN THE BUREAU OF LAND MANAGEMENT,
WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 53;
THENCE ALONG THE EASTERLY LINE OF SAID LOT 53 AND ITS NORTHERLY PROLONGATION, NORTH 00° 13' 48" WEST, 292.00 FEET;

THENCE DEPARTING SAID NORTHERLY PROLONGATION,
SOUTH 89°45'52" WEST, 87.00 FEET;
THENCE SOUTH 00° 13' 48" EAST, 167.67 FEET;
THENCE SOUTH 40° 33' 36" EAST, 60.00 FEET;
THENCE SOUTH 01° 13' 48" EAST, 82.24 FEET TO THE SOUTHERLY LINE OF SAID LOT 53 AND THE NORTHERLY RIGHT-OF-WAY LINE OF SAN BERNARDINO RD. (33.00' NORTHERLY HALF
WIDTH);THENCE ALONG SAID SOUTHERLY LINE OF LOT 53 AND THE NORTHERLY RIGHT-OF-WAY LINE OF SAN BERNARDINO RD., NORTH 85° 25' 51" EAST, 48.31 FEET TO THE POINT OF BEGINNING.

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A notary public or other officer completing this
certificate verifies 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.

STATE OF CALIFORNIA
COUNTY OF _______________
On before me, ________________________________________ Notary Public, personally appeared ________________________________________, who proved to 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/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) 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.

Place Notary Seal Above
Signature of Notary Public

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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.

Place Notary Seal Above
Signature of Notary Public

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EXHIBIT "F"

FORM OF NOTICE OF AFFORDABILITY COVENANTS
(Attached.)

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RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

City of Covina
125 East College Street
Covina, CA 91723
Attention: City Clerk
with a copy to:

Covina Housing Authority
125 East College Street
Covina, CA 91723
Attn: Executive Director
APNs: 8429-009-900; and portion of 8429-
009-024
Exempt From Recording Fee Pursuant to Government Code § 27383

NOTICE OF AFFORDABILITY RESTRICTIONS

ON TRANSFER (RENTAL) OF PROPERTY
Important notice to owners, purchasers, tenants, lenders, brokers, escrow and title companies, and other persons, regarding affordable housing restrictions on the real property described in this Notice: Affordable housing restrictions have been recorded with respect to the property described below (referred to in this Notice as the “Site”) which require that the Site be developed and used as an affordable rental housing development (the “Project”) and that all of the residential units be rented to and occupied by persons and households of limited income at affordable rents.

Title of Document Containing Affordable Housing Restrictions: Ground Lease dated June 21_, 2022, and recorded “Memorandum of Ground Lease, And Restrictions to Use as Affordable Extremely Low Income Housing (And Ancillary Uses)” dated __________, 2022, recorded on ____________, 2022 as Document No. ___________ in the Official Records of Los Angeles County (collectively, the “Agreement”).

Parties to Agreement: Covina Housing Authority (“Developer”) and the City of Covina (“City”).

The Memorandum that is part of the Agreement is recorded in the Official Records of Los Angeles County, as described above.

Legal Description of Site: See Exhibit “A” attached hereto and incorporated herein by this reference.

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Site Location: 601 East San Bernardino Road and 543 North Barranca Avenue, Covina, CA
Assessor’s Parcel Number(s) of Site: 8429-009-900; and portion of 8429-009-024 Summary of Agreement:
o The Agreement requires Developer to develop at least six (6) units (each, a “Unit”) of rental housing on property being ground leased by Developer from the City (pursuant to the Agreement).
o The Agreement restricts the rental of all housing units to Extremely Low Income Households as defined in California Health and Safety Code 50106 at no rent. o The Agreement permits limited ancillary homeless services to be provided.

This Notice does not contain a full description of the details of all of the terms and conditions of the Agreement. You will need to obtain and read the Agreement to fully understand the restrictions and requirements which apply to the Site.

This Notice is being recorded and filed in compliance with Health and Safety Code Section 33334.3(f)(3) and (4), and shall be indexed against Developer.

Date: _____________, 2022
CITY:

CITY OF COVINA
By:

Print Name:

City Manager
DEVELOPER:

COVINA HOUSING AUTHORITY
By:

Print Name:

Executive Director

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CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies 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.

STATE OF CALIFORNIA
COUNTY OF ____________________
On before me, ________________________________________ Notary Public, personally appeared ________________________________________, who proved to 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/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) 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.

Place Notary Seal Above
Signature of Notary Public

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STATE OF CALIFORNIA
COUNTY OF _________________
On before me, ________________________________________ Notary Public, personally appeared ________________________________________, who proved to 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/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) 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.

Place Notary Seal Above
Signature of Notary Public

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EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY/SITE
THAT PORTION OF LOT 53 OF TRACT NO. 14799, IN THE CITY OF

CITY OF COVINA, COUNTY OF LOS ANGELES, STATE OF

CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF THE SURVEY

OF SAID LAND ON FILE IN THE BUREAU OF LAND MANAGEMENT,
WHICH IS DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 53;
THENCE ALONG THE EASTERLY LINE OF SAID LOT 53 AND ITS NORTHERLY PROLONGATION, NORTH 00° 13' 48" WEST, 292.00 FEET;

THENCE DEPARTING SAID NORTHERLY PROLONGATION,
SOUTH 89°45'52" WEST, 87.00 FEET;
THENCE SOUTH 00° 13' 48" EAST, 167.67 FEET;
THENCE SOUTH 40° 33' 36" EAST, 60.00 FEET;
THENCE SOUTH 01° 13' 48" EAST, 82.24 FEET TO THE SOUTHERLY LINE OF SAID LOT 53 AND THE NORTHERLY RIGHT-OF-WAY LINE OF SAN BERNARDINO RD. (33.00' NORTHERLY HALF WIDTH);
THENCE ALONG SAID SOUTHERLY LINE OF LOT 53 AND THE NORTHERLY RIGHT-OF-WAY LINE OF SAN BERNARDINO RD., NORTH 85° 25' 51" EAST,

48.31 FEET TO THE POINT OF BEGINNING.

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 5
Meeting: CC Regular Meeting - Jun 21 2022
Title: Award of Contract for City-Wide Janitorial Maintenance Services at City Hall, City Yard, Library, and Various Parks and Recreation Department Facilities Presented By: Andy Bullington, Director of Public Works Recommendation: 1. Award contract to Boss Janitorial Services Inc. for City-Wide Janitorial Maintenance Services at City Hall, City Yard, Library, and various Parks and Recreation Department facilities; and

EXECUTIVE SUMMARY:

Award contract for City-Wide Janitorial Maintenance Services at City Hall, City Yard, Library, and various Parks and Recreation Department facilities to Boss Janitorial Services Inc. in an amount not-to-exceed $159,881.40 per fiscal year, for a total amount not-to-exceed $479,644.20 over the three-year term of the agreement between July 1, 2022 and June 30, 2025.

BACKGROUND:

On May 2, 2017, following the completion of a formal bid process, the City Council awarded a three-year contract to Boss Janitorial Services Inc. for City-Wide Janitorial Maintenance Services with an option to extend the contract for two additional 12-month terms by written amendment in an amount not-to-exceed $377,474.22 for the three-year contract.

On November 7, 2017, the City Council approved the First Amendment to the contract for City-Wide Janitorial Maintenance Services with Boss Janitorial Services Inc. to provide the Covina Police Department with a Saturday Day-Porter Service and increase the compensation in the amount of $5,940.00 for a new total Agreement amount not-to-exceed $383,414.22.

On September 3, 2019, the City Council approved the Second Amendment to the contract for City-Wide Janitorial Maintenance Services with Boss Janitorial Services Inc. to add the Covina Senior and Community Center to the scope of work and increase the compensation in the amount of $29,484.00 for a new total Agreement amount notto-exceed $412,898.22.

On June 16, 2020, the City Council approved the Third Amendment to the contract for City-Wide Janitorial Maintenance Services with Boss Janitorial Services Inc. to amend the original contract and extend the end date to June 30, 2022 and increase the not-to-exceed amount to $769,994.97.

DISCUSSION:

The Department of Public Works prepared a bid package to solicit bids for City-Wide Janitorial Maintenance Services for various City facilities in accordance with Covina Municipal Code (CMC) Section 2.20.100 (Notice Inviting Bids). City facilities included City Hall, City Yard, Covina Public Library, Covina Police Department, Cougar Park, Parks and Recreation Administrative Office, Covina Park Recreation Hall, Covina Park Aquatic Center (Seasonal), Covina Teen Center, and the Covina Senior and Community Center Building.

The Notice Inviting Bids (NIB) was advertised in the San Gabriel Valley Examiner on March 31, 2022, and again on April 7, 2022, pursuant to CMC Section 2.20.090 (Formal bid procedure – Generally). In addition, the Notice Inviting Bids was advertised on the City’s website.

There were two addenda issued by the City in regards to the Notice Inviting Bids for City-Wide Janitorial Maintenance Services. Addendum #1 was issued on April 20, 2022 to include the Saturday Day-Porter Service at the Covina Police Department as well as adding services at the Covina Senior and Community Center Building.

Addendum #2 was issued on May 2, 2022, which included answers to the questions/inquiries received. Copies of Addendum #1 were given to all prospective bidders who attended the non-mandatory pre-bid proposal job walk which was held on Monday, April 25, 2022, as well as posted on the City’s website. Addendum #2 was emailed out to all prospective bidders who attended the non-mandatory pre-bid proposal job walk as well as posted on the City’s website.

In accordance with the May 10, 2022 bid submission deadline, four sealed bids were received by the Covina City Clerk’s Office in response to the NIB for City-Wide Janitorial Maintenance Services for various City facilities.

The bid results are summarized below:

Omni Enterprise, Inc. has subsequently been listed as non-responsive given the proposer did not bid on the additional items outlined in Addendum #1. Bidders were required to submit bid proposals for all services to be considered responsive (addenda included).

Additionally, after reviewing the remaining respective bids, it was determined by the Covina Police Department that they would stay with their current janitorial maintenance service provider and not be included in the overall scope of work for the City-Wide Janitorial Maintenance Services bid. Due to this decision, the total not-to-exceed annual bid amount decreased from $229,861.40 to $159,881.40, for a total amount not-to-exceed $479,644.20 over the three-year term of the agreement between July 1, 2022 and June 30, 2025 as stated in the Executive Summary.

The Department of Public Works recommends that Boss Janitorial Services Inc. be awarded the contract for this project as the firm was the lowest responsive and responsible bidder. Boss Janitorial Services Inc. has provided janitorial maintenance services for the City of Covina since June 2006, formally known as Bell Building Maintenance up until June 2015 where the renaming to Boss Janitorial Services Inc. occurred.

FISCAL IMPACT:

The fiscal impact associated with entering into the Professional Services Agreement with Boss Janitorial Services Inc. for City-Wide Janitorial Maintenance Services at various City facilities, is an amount not-to-exceed $479,644.20 for the three-year term of the agreement between July 1, 2022 through June 30, 2022. FY 2023 costs are estimated to be $159,881.40. At the time of the development of the FY 2023 Budget, a budget was developed knowing the City was on the final year of the contract, as such, only $114,481.00 was allocated for janitorial maintenance services. Once the bid process was completed, costs for services increased. Therefore, an

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appropriation of $45,400.40 is needed from the Building Maintenance Fund Balance. Resolution CC 2022-55 appropriates the $45,400.40 additional funding needed for the contract for FY 2023. In future years, the full contract amount will be budgeted in the Building Maintenance - Janitorial Services account line item. Summary table is below:

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

The project has been reviewed for compliance with the California Environmental Quality Act (CEQA) and is exempt per Section 15061 (b) (3). The project is covered by the General Rule that CEQA only applies to projects that have the potential for causing a significant effect on the environment. The proposed Professional Services Agreement for City-Wide Janitorial Maintenance Services with Boss Janitorial Services Inc. for the various City facilities will not result in any significant effect on the environment.

ATTACHMENTS:

Attachment A - Professional Service Agreement with Boss Janitorial Services Inc.

Attachment B - Bid Package - Boss Janitorial Services Inc.

Attachment C - Resolution CC 2022-55
Respectfully submitted,

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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated July 1, 2022 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”) and Boss Janitorial Services Inc., a California corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City desires to utilize the services of Contractor as an independent contractor to satisfactorily perform City-Wide Janitorial Maintenance Services at various City locations.

B. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

C. City desires to retain Contractor and Contractor desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.

The parties therefore agree as follows:

1. Term of Agreement. The term of this Agreement shall be from the Effective Date through June 30, 2025, unless sooner terminated as provided in Section 13 of this Agreement. The City may, upon mutual agreement, extend the contract for two (2) additional one-year terms. In no event shall this Agreement be extended beyond June 30, 2027.

2. Compensation.

A. Compensation. As full compensation for Contractor’s services provided under this Agreement, City shall pay Contractor a sum not-to-exceed One Hundred Fifty-Nine Thousand, Eight Hundred and Eighty-One Dollars and Forty Cents ($159,881.40) for FY’s 2023, 2024, and 2025 based on based on monthly, quarterly, and annual charges with product as outlined in the Scope of Services, attached hereto as Exhibit A. The aforementioned amount does not include services proposed at the Covina Police Department as agreed upon by the mutual parties. Any terms in Exhibit A, monthly, quarterly, and annual charges for Fiscal Years 2023, 2024, and 2025 are null and void.

B. Expenses. The amount set forth in paragraph A shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement.

C. Additional Services. City shall not allow any claims for additional services performed by Contractor, unless the City Council and the Contractor Representative authorize the additional services in writing prior to Contractor’s performance of the additional services or incurrence of additional expenses. Any additional services or expenses authorized by the City Council shall be compensated at the rates set forth in Exhibit A, or, if not specified, at a rate mutually agreed to by the parties. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.

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3. Contractor’s Services.

A. Scope of Services. Contractor shall perform the services described in the Scope of Services, attached as Exhibit A. City may request, in writing, changes in the scope of services to be performed. Any changes mutually agreed upon by the parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Contractor Representative shall be Mario Cadenas, Vice President of Transportation (the “Contractor Representative”). The Contractor Representative shall directly manage Contractor’s services under this Agreement.

Contractor shall not change the Contractor Representative without City’s prior written consent.

C. Time for Performance. Contractor shall commence the services on the Effective Date and shall perform all services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.

D. Standard of Performance. Contractor shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

E. Personnel. Contractor has, or will secure at its own expense, all personnel required to perform the services required under this Agreement. All of the services required under this Agreement shall be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.

F. Compliance with Laws. The Contractor shall keep itself informed of all local, state and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such ordinances, laws and regulations. The City and its agents shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section.

G. Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

H. Best Management Practices. Contractor shall implement and maintain activity specific Best Management Practices (BMPs) to prevent pollutant loading from stormwater and non-stormwater discharges to receiving waters as required in Park VIII.A.3 (Municipal Employee and Contractor Training) and Park VIII.H.3.d (which also requires compliance with Part VIII.H.3.a and b) of the Municipal NPDES Permit No. CAS004004. Contractor’s staff whose primary job duties are related to implementation of BMPs shall be adequately trained to effectively implement, operate, and maintain such BMPs and must be versed in factors affecting BMP effectiveness. The Contractor shall annually certify they have received all applicable training to implement the

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requirements in Part VIII.A.3 and Part VIII.H.3.d of the Municipal NPDES Permit No.

CAS004004 and shall provide documentation to the City to that effect on an annual basis.

4. Method of Payment.

A. Invoices. Contractor shall submit to City an invoice, on a monthly basis or less frequently, for actual services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period, hourly rates charged, if applicable, and the amount due. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.

B. Payment. City shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth in Section 2 of this Agreement. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Contractor. For all reimbursements authorized by this Agreement, Contractor shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Finance Director.

C. Audit of Records. Contractor shall make all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this agreement available during Contractor’s regular working hours to City for review and audit by City.

5. Ownership of Documents. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed (“written products”) pursuant to this Agreement shall become the sole property of the City without restriction or limitation upon its use and may be used, reused, disseminated or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files containing data generated for the work, Contractor shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. Contractor may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Contractor.

6. Independent Contractor.

A. Contractor is, and shall at all times remain as to City, a wholly independent contractor and not an employee of City. The personnel performing the services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Contractor and Contractor’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Contractor’s personnel. Contractor’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Contractor’s personnel shall

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not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Contractor shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Contractor’s personnel require to perform any of the services required by this Agreement. Contractor shall perform the services off of City premises at locations of Contractor’s choice, except as otherwise may from time to time be necessary in order for Contractor’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor’s performance of the services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services.

City may make a computer available to Contractor from time to time for Contractor’s personnel to obtain information about or to check on the status of projects pertaining to the services under this Agreement.

B. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder.

C. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s personnel practices. or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section

6. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.

7. PERS Compliance and Indemnification.

A. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform the services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law, commencing at Government Code Section 20000, the regulations of PERS, and the Public Employees’ Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.

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B. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 7. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.

8. Confidentiality. All data, documents, discussion, or other information (collectively “data”) developed or received by Contractor or provided for performance of this Agreement are deemed confidential. Contractor shall keep all data confidential and shall not disclose any data to any person or entity without City’s prior written consent. City shall grant such consent if disclosure is legally required. Contractor shall return all data to City upon the expiration or termination of this Agreement. Contractor’s covenant under this Section 7 shall survive the expiration or termination of this Agreement.

9. Conflicts of Interest. Contractor and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Contractor’s services under this Agreement, including the Political Reform Act (Gov.

Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Contractor may perform similar services for other clients, but Contractor and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Contractor shall incorporate a clause substantially similar to this Section 8 into any subcontract that Contractor executes in connection with the performance of this Agreement.

10. Indemnification.

A. Indemnities for Third Party Claims.
1) To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole

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negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liability with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers’ compensation law regarding Contractor and Contractor’s employees. Contractor shall indemnify and hold City harmless from any failure of Contractor to comply with applicable workers’ compensation laws.

City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph A. 2). 3) Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 9 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity obligations, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties.

B. Workers’ Compensation Acts Not Limiting. Contractor’s indemnifications and obligations under this Section 9, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section 9 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability, tax, assessment, penalty or interest asserted against City.

D. Survival of Terms. Contractor’s indemnifications and obligations under this Section 9 shall survive the expiration or termination of this Agreement.

11. Insurance.

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A. Minimum Scope and Limits of Insurance. Contractor shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Two Million Dollars ($2,000,000) per project or location.

If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of Two Million Dollars ($2,000,000) per accident for bodily injury and property damage. If Contractor does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Contractor shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 10. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Contractor has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Contractor shall provide an executed declaration that it has no employees.

B. Acceptability of Insurers. The insurance policies required under this Section 10 shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self-insurance shall not be considered to comply with the insurance requirements under this Section 10.

C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming the City, its officers, employees, agents and volunteers as additional insureds.

D. Primary and Non-Contributing. The insurance policies required under this Section 10 shall apply on a primary non-contributing basis in relation to any other insurance or selfinsurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.

E. Contractor’s Waiver of Subrogation. The insurance policies required under this Section 10 shall not prohibit Contractor and Contractor’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against City.

F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be approved by City. At City’s option, Contractor shall either reduce or eliminate

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the deductibles or self-insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses.

G. Cancellations or Modifications to Coverage. Contractor shall not cancel, reduce or otherwise modify the insurance policies required by this Section 10 during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) calendar days’ prior written notice to City. If any insurance policy required under this Section 10 is canceled or reduced in coverage or limits, Contractor shall, within two (2) business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.

H. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section 10 in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section 10, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor’s expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

I. Evidence of Insurance. Prior to the performance of services under this Agreement, Contractor shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 10. The endorsements are subject to City’s approval. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City’s Risk Manager. Contractor shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.

J. Indemnity Requirements not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duty to indemnify City under Section 9 of this Agreement.

K. Subcontractor Insurance Requirements. Contractor shall require each of its subcontractors that perform services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 10.

12. Mutual Cooperation.

A. City’s Cooperation. City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for Contractor’s proper performance of the services required under this Agreement.

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B. Contractor’s Cooperation. In the event any claim or action is brought against the City relating to Contractor’s performance or services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires.

13. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of 3 years. Contractor shall, without charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.

14. Termination or Suspension of Agreement.

A. Right to Terminate or Suspend for Cause. If Contractor violates any of the provisions of this Agreement or fails to properly provide the services required by this Agreement to the satisfaction of the City, the City shall provide to the Contractor a written Notice to Cure the specific deficiencies and shall allow a reasonable cure period of sixty (60) calendar days (unless another cure period is otherwise agreed to in writing by both parties) to cure and correct these deficiencies to the City’s satisfaction. In the event Contractor fails to correct the deficiencies in the allotted cure period, the City shall have the right to terminate this Agreement with thirty (30) calendar days’ written notice to the Contractor. The effective date of the termination of the Agreement pursuant to this subsection A shall be the 31st day after the date of the written notice of termination.

B. Right to Terminate or Suspend due to Modernization. If the City chooses to modernize an elevator control system, this Agreement may be canceled with thirty (30) calendar days’ written notice.

C. Obligations upon Termination. Contractor shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Contractor, City shall pay Contractor based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement.

15. Force Majeure. Contractor shall not be liable for any failure to perform its obligations under this Agreement if Contractor presents acceptable evidence, in City’s sole judgment, that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Contractor’s reasonable control and not due to any act by Contractor.

16. Notices. Any notices, consents, requests, demands, bills, invoices, reports or other communications which either party may desire to give to the other party under this Agreement

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must be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by reputable document delivery service or courier service during Contractor’s and City's regular business hours, or (c) five business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the party to be notified as set forth below:

If to City: If to Contractor:

City of Covina - Department of Public Works Steve Han
Attn: Raphael Guillen CEO
Public Works Manager Boss Janitorial Services Inc.
125 E. College Street 1258 N San Dimas Canyon Rd
Covina, California 91723 San Dimas, CA 91773

17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law.

Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

18. Prohibition of Assignment and Delegation. Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Contractor from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 17 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 17, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

19. No Third-Party Beneficiaries Intended. Except as otherwise provided in Section 9, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

20. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other

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breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

21. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.

22. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.

23. Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties. The City Manager is authorized to sign an amendment to this Agreement on the City Council’s behalf and without the City Council’s prior approval to make the following nonsubstantive modifications to the Agreement: (a) name changes; (b) extensions of time; (c) nonmonetary changes in the scope of work; and (d) termination of the Agreement.

24. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement.

25. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.

26. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

27. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Covina.

28. Attorneys’ Fees. In any litigation or other proceeding by which on party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be shall be awarded reasonable attorneys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.

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29. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.

30. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder.

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[SIGNATURE PAGE FOLLOWS]
The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.

City:

City of Covina,
a California municipal corporation
By:

Name:

Title:

ATTEST:

By:

Name:

Title: City Clerk
APPROVED AS TO FORM:

By:

Name: Candice K. Lee
Title: City Attorney
Contractor:

Boss Janitorial Services Inc.
a California corporation
By:

Name:

Title:

By:

Name:

Title:
(Two signatures of corporate officers required
for corporations under Corporations Code
Section 313, unless corporate documents
authorize only one person to sign this
Agreement on behalf of the corporation.)

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EXHIBIT A

APPROVED FEE SCHEDULE/SCOPE OF SERVICES

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BOSSJANITORIAL SERVICES INC.
1258 NSan Dimas Canyon Rd.,San DimasCalifornia91773
(818)380 - 0455/[email protected] / https://www.bossjanitorialservices.com

MICHAEL FLORESIR

CITYOFGOIIINA
Submitted by: Steve Han

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Boss Janitorial Services would like to thank you for giving us the opportunity to bid for City of Covina. ourcustomers depend on us for top-qualityservices andworry-freejanitorialservices.Boss Janitorial’s team is committed to providingvalue, superior service, and cost-effectiveand responsive solutions. We pride ourselves on outperfonning our competition on all levels and building longterm relationships with our customers. Boss Janitorial provides the highest industry standards of professionalismin janitorial services for a fullrange of commercialbuildings, government facilities, electronic manufacturers, and other highlycomplex industries.

COMPANY PHILOSOPHY
We at Boss Janitorial Services believe that in our service industry, personal attention and responsiveness are the keys to success. In the competitive building maintenance industry, the contractor that is best equipped to design, implement, and properly supervise each individualjob, realizing the specific needs of each customer, is most likely to build lasting long-term relationships.

Achievethese long-term relationships with each customer is the primary goal of the management of Boss JanitorialServices.

WHATEVER ITTAKES
Boss JanitorialServicesis committedto doing “Whateverit Takes"to continue to be a leader in the Janitorial Industry. Leave the dirty workto us!

LOOKINGTOTHE FUTURE
Withthis re-bid, our goal is to increase quality by raising wages for all ourjanitorialstaff.With rising minimum wage,severe inflation, and an overall cost of living increase, it's harder than ever to be a janitor. Supply costs have also seen a dramatic cost increase of 40% or more in the last year. That's why we want to focus more of our resourcesthis year on staff as we believe that will have the best return on investment. Workerswillbe happier and more motivated, and we'll be able to giveyou our best possibleservice. Andfrankly, we think they deserve it.

Allinformation providedinthis document istrue, accurate, and current.

Steve Han, CEO
? (E13)269 - 7116
BossJanitorialServicesinc., (B18)380 - 0455

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GLEANING PROGRAM
Boss Janitorial has read and acknowledged the scope of work provided for each facility. We will continue to clean each facility according to the scope of work while improving in areas deemed unsatisfactory by us or the City of Covina. We willcontinue to work with city staffdirectly in order to accomplish this.
- Each facility will have a written checklist of daily, weekly, and monthly tasks based on the scope ofworkand other additions learned during our time cleaning the facility. - Every staff member assigned to the facility will be trained to know how to service each item on the checklists(with the exception ofmachine floor care, whichwillbe providedby specially trained staff).
- weekly and monthly tasks will be given a set day, with the crew given adequate time to prepare for each task. They may be scheduled on a weekend/off-day in order to better accomplish the task.
- Certain time-intensiveweekly or monthly tasks willbe staggered throughout the appropriate time period to ensure enough time is given to each area. For instance, monthly baseboard cleaning willbe done by area once a week, with the whole facility being done by the end of the month.

ENSURING QUALITY GON'|'R0l
- Every month, a supervisor or project manager will conduct a multi-point inspection of the facility's cleanliness.
- Staffwill be given a written or oral report detailing any ongoing issues and provided further training/guidance.
- If a staff member failsto improve, leadership will communicate with the staff member to see where potential roadblocks may have formed.These roadblocks will be solved together with the staff member so that both parties have a vested interest in finding a solution. - Continued failure willlead to termination and a replacement.

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- Well-performing staff willbe rewarded with cash bonuses and raises.

SUPERVISOR
- The supervisor willbe in charge of daily quality control.

They willbe an experienced and well-trained janitor with management skills.

The supervisor willconduct frequent multi-point inspections at their assigned facility. They willaddress quality issues with the staff,and track how often issues occur.

Missedtrash cans, lingeringodors, or dirt build-up on floors willbe some ofthe issuesthey will be looking for.

Ensure checklistsare being filledout.

FEEDBACK
Boss Janitorial considersthe feedback of the client to be the most valuable and insightfulway to improve our services.
- Eitherthe project manager or supervisorwill perform walkthroughs with city staff. - During this time, all necessary inspections willbe done and any feedback from the client will be incorporated into the next round of staff evaluations. New feedbackwill be written into our cleaning program,and recurring issues willbe noted.
- Boss Janitorialmay ask to send out surveysto appropriate city staff about the quality ofthe cleaning. We will only do this with city approval.
- Boss Janitorial is also considering adding a public ticket system, where any member of city staff can submit feedback or issues.

TIMETRACKING
Boss Janitorial uses the latest in time tracking hardware and apps that ensure proper identification and location tracking. Workers will be required to punch in using a smartphone app that requires geolocation at each oftheir assigned positions. Allowingus to ensure everyone is where they should be and be aware of any missedwork right away.

UNIFORMS ANIIIDS
Ergonomic matching uniforms with collars will be provided to all staff and the dress code will be enforced by management. Picture IDswillalso be issued by us in a standardplastic sleeve attached to a lanyard.

EQUIPMENT
- Every facility willbe providedwith the necessary equipment (mops, buckets, vacuums, towels, etc.). Additionally, all chemicalsand paper products willalso be provided by Boss Janitorial.

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- Equipment will be maintained on a set schedule to ensure everything is in proper working order.
- Supplies willbe checked on a weekly interval with orders placed monthly. - Special equipment willalso be consideredifitwillaid in the speed or ef?ciency of certain tasks (such as portable spot cleaners, or 12-inchorbitalscrubbers).

FLOORGARE
Facilitiesthat require frequent ?oor care will have a dedicated machine stored on-site or in a nearby area. One willbe kept inthe city yard and one willbe provided to the policedepartment for bathroom scrubbing.

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SECURITY
Allstaffwillbe trained in proper security and safety measuresrequired by the City of Covina and Boss Janitorial.
- Keyswillbe attached with near-?eld tracking devices at all times to aid in recovery in case of a loss.
- If appropriate, only one person (generally the crew leader) will be responsible for the keys and alarm codes to minimize security risks.They willalso be responsible for dealing with false alarms.
- Lost keys willbe reported immediately and the responsible staff member willbe penalized. If they failto report the loss in a timely manner, they willbe immediately terminated. - Alldoors willbe checked to see ifthey are locked priorto exiting an area/facility. Preferably, by another team member who did not do the locking.
- Boss Janitorial policy is that all items not related to cleaning (such as client items on desks, files on top of a cabinet, etc) are not to be touched or moved unless required or explicitly requested.
- Any item not in a trash can, or explicitly marked as trash will not be thrown away so that any important or sensitive material will not he accidentally lost. Exceptions will be made for certain contexts such as leftover trash in kitchens, scraps of non-descript litter on the floor, etc. - Allstaff will be informed that private materials belonging to the City of Covina and its staff must not be read.
- Allstaff willbe subject to a LiveScan providedby the Covina PoliceDepartment. Anyone who does not comply or does not have a clean background will not be hiredor allowedto work on this contract.
- Any staff caught with possession or under the in?uence of alcohol or other illegalsubstances on-premise willbe asked to leave and terminatedimmediately.

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SAFETY
BossJanitorial isproudtoreporthatwehavehadzerosafetyincidentsinthelastsevenyears Boss Janitorial conducts a Safety Orientation for all our staffwhen they are first hired and review safe and healthy workpracticesforexisting staff.Once staffare fullytrained, the Safety Training instructor willsign offthat they’ve completed their training and willbe clearedto start working. ourtraining sessions address some of the most common hazards in thejanitorial industry. The topics are listed below:
- Safety Orientation
- Injuries on the Job
- Slips and Falls
- ErgonomicHazards
- ChemicalHazards
- Personal Protective Equipment (PPE)
- SexualHarassment Training

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Boss JanitorialServices,Inc.

BIDDER:

SIGNATURE: ( ?u TITLE: C130 DATE; /aw, (0 29;;

3. I formation Re uired of Bidder
Fill out all of the following information. Attach additionalsheets if necessary. (1)
(2)
(3)
(4)
(5)
(6)
(7)
(3)
(9)
(10)
(11)
(12)
BiddervsName: Boss Janitorial Services, Inc.
lfthe Bidder"s name is a fictitious name. who or what is the full name oftlie registered owner? If the Bidder’s name is not a fictitious name, write “N/A" in the response to this question. Ifyou are doing business under a fictitious name, providea copy of the ?led valid Fictitious Business Name Statement.

Boss Maintenance Service.Inc.
1258 N. San Dimas Canyon Rd. San Dimas, CA 91773 Business Address:

Telephone: (818) 380'0455 Facsimile: N/A
Type of ?rm - Individual, Partnership,LLCor Corporation: C°1'P01'all0" California Corporation organizedunder the laws of the State of:

California State Contractor’s License Number and Class:

Original Date Issued: Expiration Date:

DIR Contractor RegistrationNumber: PW'LR‘ l000884388
List the name and title of the person(s) who inspected the Project site for your ?nn:

Steve Han (CEO)
List the name and title of the person(s) who attendedthe non- mandatory pre—bidmeeting for your ?mi, including the non—mandatorysite visit, (if any): Ste“? 1'13" C130 Number of years of experiencethe company has as a contractor in janitorial services work: 7 years List the names, titles, addresses, and telephone numbers of all individuals, ?rm members, partners, joint ventures, and company or corporate of?cers having a principal interest in this Bid:

Seung Koo Han (CEO) (818) 380-0455
1258 N. San Dimas Canyon Rd. San Dimas.CA 91773
18

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(13) List all current and prior D.B.A.'s, aliases, and fictitious business names for any principal having interestin thisBid:

BossJanitorial Services.Inc.
(14) List the dates of any voluntary or involuntary bankruptcy judgments against any principal having an interest in this Bid:

Not Applicable
(15) For all arbitrations, lawsuits,settlementsand the like (in or out of court) that the company or any principal having an interest in this Bid has been involved with in the past five (5) years:
a. List the names, addresses and telephone numbers of contact persons for the parties:

Not Applicable
b. Briefly summarizethe parties’ claims and defenses:
c. State the tribunal (e.g., Superior Court, American Arbitration Association, etc.), the matter number, and the outcome:
19

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(16)
(17)
(18)
(19)
Has the company or any principal having an interestin this Bid ever had a contract terminated by the owner or agency? If yes, explain.

Yes. due to Covid-I9, ownership changes, and switchesto in-house cleaning.

Has the company or any principal having an interest in this Bid ever failed to complete a project? If yes, explain.

No.

Has the company or any principal having an interest in this Bid ever been tenninated for cause, even if it was converted to a “terminationofconvenience"? If yes, explain.

No.

For projects that the company or any principal having an interest in this Bid has been involved with in the last ?ve (5) years, did you have any claims or actions:

Yes
Yes
c. By any outside agency or individual for labor compliance? Circle one:

Yes
e. Are any of these claims or actions umesolvedor outstanding? Yes ®
If your answer is "yes" to any part or parts ofthis question. explain. a. By you against the owner? Circle one:
b. By the owner against you? Circle one:

Yes
d. By Subcontractors? Circle one:

Circle one:
20

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Upon request of the City, the Biddershall furnish evidence showing a notarized ?nancial statement, ?nancial data, experience, or other additional information.

Failure to provide truthful answers to the questions above or in the following References Form may result in the Bid being deemed non-responsive.

The Bidder certi?es under penalty of perjury under the laws of the State of California that the information provided above is true and correct.

Notary Public Company
Subscribed and sworn to me 5CLln9 Signature:
/
llélll Title: e :‘~
Signature: l/W/id Date: 1'61“; K0 ? 5 22.

This ll} day of M6151,2 _7_
Title: Signature:

Signature: Title:
(SEAL) uomuzsoDocument Date
ATT . mu: Q5-1 —20zz

4. References

REFERENCES FORM
For agencies that you are currently working with or have worked with in the past five (5) years, provide the following information:

Project 1 Name/ Number California Steel Industries.Inc.

Project Description Janitorial Services
Approximate Dates From: Febfuaf)’ ZOI7 T03 Present
Agency Name. California Steel Industries, lne.

Contact Perm“: Richard Conti Telephone; (909) 350-6428
Address, 14000 San Bernardino Ave. Fontana, CA 92335
Original Contract Amount: $ 18635 ~00 Final Contract Amount: $ 31-14512 21

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CFORNIAJURAT :y,—4- .—-—:<r : -.: ~:»::‘—~ -z.

A t blic th ?t Iti thl rtift ‘ft lhid if tr.2‘a’..%'.’v dualwi‘.‘o"s:gfa'e?r.rf§'¢‘.."¢'L‘.‘?.§..{‘t‘~i.wr§r§f..r.r§‘1?.%%'c;$r?2.¥§crfea§.".$J¥.8t the truthfulness, accuracy,or validityofthat document.

State of California
Countyof :

Subscribed and swornto (or affirmed) beforeme on this I0 2022 Icurfry mm
proved to me on the basisofsatisfactoryevidence to be thepersoryl) who appeared before me.

IKIANNACAILSVTAFOVA
“XI. 53290174
Notary nut: - sumac
sumaenumnmocomm
mycommExpi-u MAVas.am
-.u.-i _.t_t9na!r|nct9rm.at-9nd: A
Although the informationin this section is not required by law, it could prevent fraudufentremoval and reanachment of this jumt to an unauthorized document and may prove useful to persons reiymg on the attached document.

Description of Attached Document ,..m.;.,,.,..,,;.,.,...i....

Thiscerti?cate is attached to a document titled/forthe purpose of 5",°,"'l°i‘,°A‘m93e+"’e"‘”"“"°" —r— ~ — Proved to me on the basis of cat sfactory EV!dEf\C€'
_>Fnr-unis)Of1den[i?faE1C.\l'\ I Uedibla‘ wI(n€>sl?\'i
iwurvai event is detailed in notary |t:urrva) on.

I
Page K Entry ti
Nata-y contact.‘
other
W ____ __ __ _ _ A
‘_' A-rm:-,u m..mr»pnm:.: ‘_] D-?it‘rrl;P
containing _ _ ‘ pages, and dated .
"J
'4‘
o Looywizyx mo: 20') m.«,x.u, Ronni Pt:)Bc1 IIA-in Du Mamas, IA sum oaor an mgm Renewed Hem Nurnber m\as4 Piease maniac: yaw Aumoax-gd FIm.=ite-tn pmcrvas» P'JD--‘1D'l"-5Vof"‘-

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If ?nal amount is different fromoriginal amount, please explain (change orders, extra work, etc.).

Contract price has changedover the years due to rise in costs and added services.

Did you or any Subcontractor ?le any claims against the Agency? Circle one: Yes
Did the Agency ?le any claims against you?
Circle one: Yes
If you answeredyes to either of the abovetwo questions,please explain and indicateoutcome of claims.

Project 2 Name/ Number Emcore Corporation
Project Description JanitorialServices
ApproximateDates From: Febfuar)’ 3016 To: PFBSCHT
Agency Name, Emcore Corporation
Contact Person: SW“? D5 Sena Telephone: £6261293-3657
Address; 2015 W. ChestnutSt. Alhambra.CA 91803
Original Contract Amount: S 5403-63 Final Contract Amount: 8 6381-00 If ?nal amount is different fromoriginal amount, please explain (change orders, extra work, etc.).

Contract price has changedover the years due to rise in costs and added services.

Did you or any Subcontractor ?le any claims against the Agency? 22

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Circle one: Yes
Did the Agency ?le any claims against you?
Circle one: Yes
If you answeredyes to either of the above two questions, please explain and indicate outcome of claims. project 3 Name/ Number Turnberry Property Management
project Description Janitorial Services
Approximate Dates From: JU116 2015 To: Present
Agency Name: Turnberry Property Management
Contact person; Richard Aronoff Teiephone; (818) 343-1064 Address; 23586 Calabasas Rd. Calabasas.CA 91302
Original Contract Amount: $ 2 051.00 Final Contract Amount: 3 4-I58-00 If ?nal amount is different from original amount, please explain (change orders, extra work, etc.).

Contract price has changed over the years due to rise in costs and added services.

Did you or any Subcontractor ?le any claims against the Agency? Circle one: Yes
Did the Agency ?le any claims against you?
Circle one: Yes
If you answered yes to either of the above two questions, please explain and indicate outcome of claims. 23

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project 4 Name/ Number Securitas Security Services USA. Inc.

Project Description Janitorial Services
Approximate Dates From: Jlme 2015 To: Present
Agency Name; Securitas Security ServicesUSA, Inc.

Contact Person: Patrick Maher Telephone: £313) 451-8108 Add1‘es§; 4330 Park Terrace Dr. Westlake Village,CA 91361 Original Contract Amount: $ 7,963-13 Final Contract Amount: $ 10’]43~l8
If ?nal amount is different from original amount, please explain (change orders, extra work, etc.).

Contract price has changed over the years due to rise in costs and added services.

Did you or any Subcontractor file any claims against the Agency? Circle one: Yes
Did the Agency ?le any claimsagainst you?
Circle one: Yes
If you answeredyes to either of the above two questions,please explain and indicate outcome of claims.

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project 5 Name/ Number International Association of Plumbing and Mechanical Officials project Description Janitorial Services
Approximate Dates From: January 2020 To: Present
Agency Name; International Association of Plumbingand Mechanical Officials Contact Person: Rl°l1 51 Angel‘) Telephone: (909) 472-4100 Address; 4755 East PhiladelphiaSt. Ontario, CA 91761
Original Contract Amount: $ 7500-00 Final Contract Amount: $10300-00 If ?nal amount is different from original amount, please explain (change orders, extra work, etc.).

Contract price has changedover the years due to rise in costs and added services.

Did you or any Subcontractor ?le any claims against the Agency? Circle one: Yes 69
Did the Agency file any claims against you?
Circle one: Yes
If you answeredyes to either of the above two questions, please explain and indicate outcome of claims.

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$1 I E
..
(818)269 - 7116
16156 Sereno Ln
ChinoHills,CA91709
An experienced leader with a diverse background in
Ew programming, design, game development, and janitorial. Father to
Enucmou .".Zil,i’:Zi
£.fICf’.".’;}’f::'.l:’;‘”"”""i” BachelorofArts in Computer Science HMSMaintenance / Janitor / 2004 - 2009
Workedfor my fatherin hisjanltorlal business, learningthe trade and the ins and outs ofrunning your own business.

In?uxis / Head of WebDevelopment / 2012 - 2013
spearheaded the development of the ln?uxis web player. Major duties were programming, planning new features, and
managing a team. Itwas launchedsuccessfully withina year.

BigHuge Games / Programmer/ 2014 - 2016
Helped develop and launch the hit mobile game Dominations.

Was part of the general programmingteam where I worked on gameplay systems, development tools, and back-end server applicationsthat were vital to updating and maintaining a live service game.

Hearty Pet / Head of Web Deveiopment/ 201 7 - 2019
Developedand launched an ecommercewebsite for Hearty Pet running on the then—newShopify platform.oversawall frontend and back-end programmingand web design. The website was successfully launchedin 2018 and is the primary storefront for Hearty Pet.

Boss Janitorial Service/ CEO/2020- Present
Became CEOof Bass Janitorialtwo weeks before the Covld19 pandemic caused mass shutdowns. Kept the business pro?table despite losing a third of its clients due to the pandemic shutdown. Streamlined operations by utilizing new digital productivitytools allowing usto operate with less overhead, and have codi?ed new best practices while improving standards of cleaning and quality control.

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Bids subrnittal deadlineis 4:00 PM, Tuesday, May 10,2022.

Bids will be received at the Office of Cig Clerk, 125. E. College Street, Covina, CA 91723.

All Bids must be received by the City Clerk prior to the aforementioned deadline. Any bid received by the City Clerk a?er the deadline shall not be considered.

CONTACT INFORMATION
Direct questions or clari?cation requests regarding this bid proposal to:

Michael Flores Jr, Management Analyst
Department of Public Works
125 E. College Street, Covina, CA 91723
Email: m?ores(cDcovinaca.gov

2. Scope of Services
The City of Covina requests bid proposals for quali?ed janitorialservicesto be performedat various Citywide facilities in accordancewith the terms and conditionsset forth in this RFB. Bids must include the following:

Task 1 — Bid Schedule (Sections A through I) — Janitorial Maintenance Services A. BID SCHEDULE A — CITY HALL COMPLEX - Sunday through Thursday after 8:00 P.M. except Tuesdays after 11:00 P.M. — 22,600 Square Feet

MONTHLY CHARGES

DAILY WITH PRODUCT

1. Sweep all entryways, dust mop ceramic tile
?oor and stairways. S I g0

2. Clean glass doors inside and outside. $ E9

3. Clean and polish drinking fountains. $ ‘ °

4. Clean all cigarette sand urns. $ 5 °‘

5. Wipe all handrails. $ 5 “‘

6. Empty all trashreceptacles, offices, restrooms and
breakrooms, disinfect and reline. $ 143U

7. Clean counters with disinfectant spray. $ 5 0’

8. Vacuum all carpets including employee lounge and
City Council Chambers. l l
"

9. Sweep all outside entries.

10. Remove stains and heel marks on tile.

11. Spot clean carpet.

12. Dust all file cabinets, desktops, bookcases, dais in

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RESOLUTION CC 2022-55

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, TO AMEND THE FISCAL YEAR 2022-2023

DEPARTMENT OF PUBLIC WORKS OPERATING BUDGET AND
REFLECT AN APPROPRIATION OF $45,400.40 FROM THE BUILDING

MAINTENANCE FUND BALANCE FOR CITY-WIDE JANITORIAL

MAINTENANCE SERVICES
WHEREAS, the City of Covina is a municipal corporation duly organized and existing pursuant to the Constitution and laws of the State of California (“City”); and WHEREAS, the Fiscal Year 2023 Operating Budget was approved on May 17, 2022; and WHEREAS, the approved Operating Budget is in accordance with all applicable ordinances of the City and all applicable statutes of the State; and WHEREAS, the City of Covina wishes to appropriate funds from the Department of Public Works Building Maintenance Fund Balance for City-Wide Janitorial Maintenance Services.

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

SECTION 1. Amend the Fiscal Year 2022-2023 Department of Public Works Operating Budget to fund the City-Wide Janitorial Maintenance Services contract.

SECTION 2. Appropriate $45,400.40 from the Department of Public Works Building Maintenance Fund Balance to the Department of Public Works Building Maintenance Janitorial Budget (account no. 7020-6100-52300).

SECTION 3. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.

APPROVED and PASSED this 21st day of June, 2022.

City of Covina, California
BY:

PATRICIA CORTEZ, Mayor
ATTEST:
___________________________________________
FABIAN VELEZ, Deputy City Clerk

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Resolution CC 2022-60 Page 2 of 2

CERTIFICATION
I, Fabian Velez, Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2022-55 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 21st day of June, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dated:
__________________________________
FABIAN VELEZ, Deputy City Clerk

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 6
Meeting: CC Regular Meeting - Jun 21 2022
Title: Transit Operations Services – Proposed Professional Services Agreement with PCAM, LLC (dba Parking Company of America) for Transit Operations Services for Covina Dial-A-Ride Program
Presented By: Andy Bullington, Director of Public Works Recommendation: Authorize the City Manager to execute the attached Professional Services Agreement with PCAM, LLC (dba Parking Company of America), for Transit Operations Services for the Covina Dial-A-Ride Program, in an amount not-to-exceed $443,586 for FY 2023, $456,924 for FY 2024, and $470,574 for FY 2025, with an option for two additional oneyear terms upon the mutual agreement of both parties, subject to City Council authorization.

EXECUTIVE SUMMARY:

Following the completion of a Request for Proposals (RFP) process for operation of the Covina Dial-A-Ride (DAR) Program, the paratransit service for Covina residents who are 60 years of age or older and residents who are unable to independently use public transportation systems, the Department of Public Works recommends approval of the attached Professional Services Agreement (PSA) with PCAM, LLC (dba Parking Company of America) (PCA). The proposed PSA is for a total amount not-to-exceed $1,371,084 for FY 2023 through FY 2025.

BACKGROUND:

The City of Covina operates a paratransit service, known as the Covina Dial-A-Ride Program, which is funded by Proposition A funds administered by the Los Angeles County Metropolitan Transportation Authority (Metro).

The program is a shared-ride service managed by the Department of Public Works that serves Covina residents who are 60 years of age or older and residents who are unable to independently use public transportation systems.

The primary function of the Dial-A-Ride Program is to provide residents with assisted transportation to and from destinations within the City limits and selected destinations outside of the City for medical and recreational purposes.

DISCUSSION:

On April 7, 2022, the Department of Public Works issued an RFP to provide Transit Operations Services in anticipation of the current agreement expiring as of June 30, 2022. The RFP was posted onto the City’s website, as well as, published in the San Gabriel Valley Examiner on both April 7, 2022 and April 14, 2022. A nonmandatory pre-proposal conference was held at the Covina Public Works Yard on Tuesday, April 26, 2022 to which representatives of two firms attended. By 4:00PM on May 17, 2022, the Covina City Clerk’s Office had received responses from one transit service provider – PCAM, LLC.

PCAM, LLC is currently the incumbent and has been providing Transit Operations Services for the Covina DialA-Ride Program since July 2017. PCAM, LLC is a 100%, certified minority-owned company with over 58 years of transportation and parking management experience, providing a wide-range of services to clients in both the public and private sectors, including but not limited to, municipalities, the healthcare industry, commercial real estate entities, hospitality industry, movie/entertainment industry, and educational institutions. In addition, PCAM, LLC has an esteemed executive team with more than 200 combined years of industry management experience coupled with their premier personnel-training model.

PCAM, LLC has extensive experience in the provision of Transit Operations Services, including:
• Anaheim Transportation Networks
o Description of Services: Operation of fixed route and on-demand passenger transit services for routes servicing the Anaheim Resort area, including Disneyland. Electric vehicles are operated as a part of this fleet. Approximately 70 vehicles are a part of this fleet at any given time. o Annual Vehicle Service Hours (VSH): Approximately 120,000 o Annual Contract Value: Approximately $5,000,000
• City of San Fernando
o Description of Services: Operation of on-demand, dial-a-ride, and fixed route passenger transit services. Fleet consists of 5 vehicles.
o Annual Vehicle Service Hours (VSH): Approximately 36,000 o Annual Contract Value: $2,584,831.54
• City of Bell Gardens
o Description of Services: Operation of on-demand, dial-a-ride, and fixed-route passenger transit services. Fleet consists of 5 vehicles.
o Annual Vehicle Service Hours (VSH): 68,330
o Annual Contract Value: $3,815,395.55
• City of Cudahy
o Description of Services: Operation of on-demand fixed-route passenger transit services. Fleet consists of 1 vehicle.
o Annual Vehicle Service Hours (VSH): 9,687
o Annual Contract Value: $481,181.58
The proposed PSA is for up to 7,800 VSH/year including curb-to-curb and shared ride services to Covina residents from 7:00AM to 5:30PM, Monday through Friday. No less than two vehicles shall be in service during all weekday hours (8:00AM to 5:30PM) and up to four (4) vehicles may be required during peak periods (8:00AM to 12:00PM and 1:00PM to 3:00PM). Weekend service shall be provided by one vehicle from 7:00AM to 3:00PM, Saturdays and Sundays. Moreover, PCAM, LLC will complete all necessary NTD reporting in exchange for the parking and storage of up to five (5) transportation vehicles that are in use in the performance of transit operations services.

The submitted proposal included Passio Technologies – Connect Rider software application which allows registered riders to request a trip, select pickup and drop off locations, and be added to that day’s rider register.

Riders can request multiple trips within the application, which allows for better planning of the rider’s week, month, or year with trips in advance. Riders would be able to change their trip if they need to make updates at a touch of a button. Also, this new software application can allow mobility managers to make requests for riders who may not be able to do so or would rather have someone else secure their ride for them. Lastly, riders who utilize this application will be able to view where their driver is on a map in real-time, bringing them peace of mind and reassurance that a driver is on the way.

FISCAL IMPACT:

The fiscal impact associated with the proposed PSA with PCAM, LLC for Transit Operations Services for the Covina Dial-A-Ride (DAR) Program is a total amount not-to-exceed $1,371,084, comprised of $443,586 in FY 2022/23, $456,924 in FY 2023/24, and $470,574 in FY 2024/25, for the three-year term of the agreement, June 21, 2022 through June 30, 2025. The proposed PSA has the option for two additional one-year terms upon the

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mutual consent of both parties, subject to City Council authorization, in the amount of $484,692 in FY 2025/26 (Year 4) and $499,278 in FY 2026/27 (Year 5).

Sufficient funding is included in the adopted FY 2022/23 Department of Public Works budget (account no. 2400- 4350-53790), which will be funded by Proposition A funds administered by Metro. There is no General Fund impact associated with the proposed PSA for Transit Operations Services for the Covina Dial-A-Ride Program.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

The project has been reviewed for compliance with the California Environmental Quality Act (CEQA) and is exempt per Section 15061 (b) (3). The project is covered by the General Rule that CEQA only applies to projects that have the potential for causing a significant effect on the environment. The proposed Professional Services Agreement for Transit Operations Services with PCAM, LLC will not result in any significant effect on the environment.

ATTACHMENTS:

Attachment A - Professional Services Agreement with PCAM, LLC (dba Parking Company of America) Attachment B - RFP Proposal - PCAM, LLC
Respectfully submitted,

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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated June 21, 2022 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”) and PCAM, LLC (dba Parking Company of America), a limited liability company (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City desires to utilize the services of Contractor as an independent contractor to satisfactorily perform the transit operations services for the Covina Dial-A-Ride Program.

B. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

C. City desires to retain Contractor and Contractor desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.

The parties therefore agree as follows:

2. Compensation.

A. Compensation. As full compensation for Contractor’s services provided under this Agreement, City shall pay Contractor a sum not to exceed Four Hundred Forty-Three Thousand, Five Hundred and Eighty-Six Dollars ($443,586) for FY 2023, Four Hundred Fifty-Six Thousand, Nine Hundred and Twenty-Four Dollars ($456,924) for FY 2024, and Four Hundred Seventy Thousand, Five Hundred and Seventy-Four Dollars ($470,574) for FY 2025, based on vehicle service hours as set forth in the Approved Fee Schedule, attached hereto as Exhibit A. Any terms in Exhibit A, other than the payment rates and schedule of payment for Fiscal Years 2023, 2024, and 2025, and optional years for Fiscal Years 2026 and 2027, are null and void.

B. Expenses. The amount set forth in paragraph A shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement.

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3. Contractor’s Services.

A. Scope of Services. Contractor shall perform the services described in the Scope of Services, attached as Exhibit B. City may request, in writing, changes in the scope of services to be performed. Any changes mutually agreed upon by the parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

Contractor shall not change the Contractor Representative without City’s prior written consent.

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requirements in Part VIII.A.3 and Part VIII.H.3.d of the Municipal NPDES Permit No.

CAS004004 and shall provide documentation to the City to that effect on an annual basis.

4. Method of Payment.

6. Independent Contractor.

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Covina City CouncilJune 21, 2022

Covina City Council
June 21, 2022