Covina City Council
February 6, 2024

September, 2013
40 between Contractors and Homeowner during the contract period.

Additional monitoring responsibilities are as follows:
(1) Mediate disputes occurring between the Contractor and the Homeowner during the contract period. CITY shall be appraised, by means of a Homeowner generated memo to
file, as to the character of the dispute and its resolution. (2) Insure that the Contractor, prior to the beginning of the rehabilitation work, pulls all pertinent permits.
(3) Insure that all Contractors have proof of current California B licenses, worker's compensation and liability insurance.

If any Contractor is working without a current license or with lapsed worker's compensation or liability insurance, the Homeowner is obligated to pull the Contractor off all jobs in progress until the Contractor can supply the CITY with proof that the above is current.

D. Rehabilitation Final Payment
When the rehabilitation is completed, the Contractor obtains Final sign-off from Building and Safety, and the CITY inspector performs a Final inspection of the rehabilitation to assure that the work has been completed as set forth in this Policy and the Covina Municipal Code. If the completed work is satisfactory and the Homeowner has signed the Owner’s Completion Notice, a Request for Final Payment may be submitted to CITY by the Contractor. The Request for Final Payment includes:

1. Invoice/request for payment.

2. Bid Work Write Up - Inspection form signed by CITY Inspector.

3. Certificate and Unconditional Release of Lien form signed by the Contractor. Certificate and Release of Lien and any applicable work permits evidencing that the job has been inspected by the appropriate agency and "signed off" or “finaled”.

Certificate of Unconditional Release of Lien will set forth the undisputed balance due from City and Homeowner, if applicable, under the Contract and Change Orders; a certification that the work under the Contract and Change Orders has been performed in accordance with the terms thereof, and that there are no unpaid claims for materials, supplies or equipment, and no claims of laborers or mechanics for unpaid wages arising out of the performance of the contract; and a statement that in consideration of the contract, Contractor releases the Homeowner from any and all such claims arising under or by virtue of the Contract. If the Homeowner has a balance due, Contractor shall identify on the

September, 2013
41 Certificate of Release of Lien the amount remaining outstanding, and provide a lien release to the Homeowner upon payoff.

4. List of Subcontract and/or Material-Men form accompanied by material and labor releases from all sub-Contractors and material suppliers, i.e., lumber companies, home improvement centers, etc.

5. Certification and Warranties, if applicable.

6. Copy of City/HCD issued Inspection Card.

7. Signed Owner Completion Notice (Obtained by CITYpersonnel).

E. CITY Inspection at Final
CITY personnel shall make an independent inspection of the job site upon the completion of the project. This inspection shall be coordinated with the Homeowner, which arranges access to the job site for CITY personnel. Pictures will be taken of items completed and Owner Completion Notice will be obtained.

If there are any items that need to be corrected by the Contractor, CITY personnel will be responsible for coordinating the communication with the Homeowner and Contractor on these items.

IV. CLOSEOUT OF THE PROJECT
A. Disbursement Printout Sheet
The CITY will prepare a detailed disbursement sheet which will reside in each Homeowner’s file. This will detail each payment made for the project and total the amount paid by the CITY on behalf of the Homeowner.

B. Close Out Letter
Once CITY is satisfied with Contractor’s performance and has the Owner Completion Notice letters signed by the Homeowner, CITY will mail a cover letter to the Homeowner along with document copies of the rehabilitation grant/loan. These documents include all recorded documents, warranties and guaranties, releases and other pertinent documents.

C. Close Out in LACDC.org
Once CITY has made all payments on Homeowner project, the Contractors and payment amounts are entered into the LACDC.org system. This will then forward the projects to the LACDC for inclusion as a completed project for the Quarterly Performance Report prepared.

September, 2013
42 SECTION 4

TABLE OF CONTENTS

REPORTING PROCEDURES
PAGE
SECTION 4 – CITY REPORTING PROCEDURES................ .......... .......... ..... 42 I. FUNDING REQUEST.. .......... .......... .................... .......... .......... ..... 43 A. Preparation........ .......... .......... .................... .......... .......... ..... 43 B. Submission........ .......... .......... .................... .......... .......... ..... 43 C. Receipt of reimbursed fund by LACDC ........ .......... .......... ..... 43 II. REMITTANCE OF REPAID LOANS AND INTEREST AMOUNTS ..... 43 III. QUARTERLY PERFORMANCE REPORTS TO LACDC .. .......... ..... 43 IV. TRACKING OF ADMINISTATIVE COSTS............. .......... .......... ..... 43 V. TRACKING OF OUTSTANDING LOANS ............... .......... .......... ..... 43

September, 2013
43 SECTION 4

CITY FUNDING REQUEST/REPORTING PROCEDURES
I. CITY FUNDING REQUEST
A. Preparation
Financial system reports will be used for preparation of monthly funding requests. Copies of all invoices and payment checks will be maintained in project file behind each month’s funding request copy.

B. Submission
CITY funding requests are to be submitted a minimum of once a month.

C. Receipt of reimbursed funds by LACDC to CITY
When funds are electronically deposited, Finance Manager will forward notice and Management Analyst over CDBG program will prepare a cash receipt with account numbers to be given to CITY cashier for entry into financial system.

II. Remittance of Repaid Loans and Interest Amounts
Return Funds Transmittal Form will be completed for any payments being returned to LACDC. A copy of the Transmittal form will be enclosed with payment check. Upon receipt, LACDC will credit the CITY’s CDBG funds. Remittance will be completed at least once a month, using CDBG Bulletin 13-0014, if there is anything to return.

III. Quarterly Performance Reports to LACDC
Once a quarter, a description of what has transpired during the quarter will be entered into the LACDC QPR automated system.

IV. Tracking administrative costs
As personnel and non-personnel costs are charged to the program, the “Admin Percentage Calculation” Worksheet will be used to determine the percentage of administrative costs incurred to date. This worksheet is updated each month when Funding Requests are prepared. Should the administrative costs exceed 20% of program, administrative costs will be monitored closely and if at the end of the year it still exceeds 20%, administrative costs will be moved to another funding source.

V. Tracking of the Outstanding Loans
Homeowner files are kept upstairs as long as there is an amount outstanding. Annual letters are sent to each homeowner to notify them of any interest that has accrued and what their loan current balance is.

September, 2013
44 APPENDICES

TABLE OF CONTENTS
PAGE
APPENDICES ........ .......... ......... .......... .......... .................... .......... .......... ..... 44

1. MARKETING RESIDENTIAL REHABILITATION PROGRAM ..... .........

2. PRELIMINARY APPLICATION......... .................... .......... .......... .........

3. APPLICATION COVER LETTER...... .................... .......... .......... .........

4. APPLICATION.. ......... .......... .......... .................... .......... .......... .........

5. CERTIFICATION – INCOME TAX RETURN NOT FILED .......... .........

6. ACKNOWLEDGEMENT LBP/ACM... .................... .......... .......... .........

7. A CONSUMER GUIDE TO ASBESTOS................ .......... .......... .........

8. PROTECT YOUR FAMILY FROM LEAD IN YOUR HOME......... .........

9. WATCH OUT FOR LEAD-BASED PAINT POISONING... .......... .........

10. CDBG BULLETIN 2013 INCOME GUIDELINES ... .......... .......... .........

11. WHAT TO EXPECT AND WHAT NOT TO EXPECT........ .......... .........

12. PRELIMINARY EQUITY ESTIMATION ................. .......... .......... .........

13. CHECKLIST FOR CDBG HOUSING REHABILITATION. .......... .........

14. APPROVAL LETTER. .......... .......... .................... .......... .......... .........

15. CDBG BULLETING 07-0002 ELIGIBILITY GUIDELINES .......... .........

16. PRE-INSPECTION REQUEST FORM ................. .......... .......... .........

17. PHOTOGRAPHY PERMISSION FORM............... .......... .......... .........

18. BID WORK WRITE UP......... .......... .................... .......... .......... .........

19. NOTICE OF ASBESTOS/LEAD HAZARD EVALUATION .......... .........

20. SAMPLE LBP/ACM REPORTS FROM BARR & CLARK .......... .........

21. DEED OF TRUST...... .......... .......... .................... .......... .......... .........

22. PROMISSORY NOTE .......... .......... .................... .......... .......... .........

23. RESIDENTIAL GRANT & LOAN AGREEMENT... .......... .......... .........

24. CHOICE OF CONTRACTOR .......... .................... .......... .......... .........

25. CONTRACT & COVER LETTERS... .................... .......... .......... .........

26. COUNTY LOBBYIST CERTIFICATION................ .......... .......... .........

27. ASBESTOS SAMPLING DISCLOSURE FORM ... .......... .......... .........

28. LIST OF SUB-CONTRACTORS AND/OR MATERIAL-MEN ...... .........

29. CERTIFICATE AND RELEASE OF LIEN ............. .......... .......... .........

30. BID WORK WRITE UP - INSPECTION ............... .......... .......... .........

31. INSPECTION CARD.. .......... .......... .................... .......... .......... .........

32. COMPLETION NOTICE ....... .......... .................... .......... .......... .........

33. CLOSE OUT LETTER .......... .......... .................... .......... .......... .........

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 7
Meeting: February 6, 2024
Title: Resolution CC 2024-03 Accepting the Public Improvements Associated with Parcel Map No. 82493 Located at 667 E. Puente Street
Presented by: Andy Bullington, Director of Public Works Rafael M. Fajardo, Deputy Director of Public Works/City Engineer Recommendation: Adopt Resolution CC 2024-03 accepting the public improvements associated with Parcel Map No. 82493 located at 667 E. Puente Street.

EXECUTIVE SUMMARY:

Resolution CC 2024-03 (Attachment A) is presented for the City Council’s consideration to accept public improvements associated with Parcel Map No. 82493 located at 667 E. Puente Street. The City Engineer has determined that all public improvements required with the Parcel Map’s conditions of approval have been constructed in compliance with the improvement plans and City standards. The developer has also provided the required warranty bond related to these public improvements.

BACKGROUND:

In 2019, the developer submitted to the City an application for approval of a Tentative Parcel Map that consisted of a 0.48-acre development containing two (2) residential parcels. The Covina City Council conditionally approved the Tentative Parcel Map on November 5, 2019.

On September 1, 2020, the City Council adopted Resolution CC 2020-77 approving the recordation of Parcel Map No. 82493. Prior to recordation of the Parcel Map, a Subdivision Improvement Agreement was executed and surety bonds were provided to secure the construction of the required public improvements.

DISCUSSION:

The City Engineer has determined that all public improvements required as conditions of approval for Parcel Map No. 82493 have been constructed in substantial compliance with the improvement plans and all applicable City standards. The developer has provided a Warranty Bond in the amount of 20% of the cost of the public improvements to cover a one-year warranty period in which defects must be corrected. The City Engineer will release the warranty security in accordance with Section 12.0 of the Subdivision Improvement Agreement after the warranty requirements are satisfied.

FISCAL IMPACT:

The Public Works Department will assume the maintenance costs for the public improvements that were constructed by Parcel Map No. 82493. Maintenance of the parkway landscaping and all private improvements outside of the public right-of-way are the responsibility of the individual property owners.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

During the review process, the City Council adopted Resolution No. 19-107, determining that the proposed project is categorically exempt in accordance with Section 15315 of the California Environmental Quality Act (CEQA).

Respectfully submitted,

ATTACHMENT A
RESOLUTION CC 2024-03

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA,

CALIFORNIA, ACCEPTING THE PUBLIC IMPROVEMENTS
ASSOCIATED WITH PARCEL MAP NO. 82493 LOCATED AT 667 E.

PUENTE STREET
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, On September 1, 2020, the City Council adopted Resolution CC 2020-77 approving the recordation of Parcel Map No. 82493 located at 667 E. Puente Street; and WHEREAS, the City Council and Susan Vanderpool (“Applicant”) entered into a Subdivision Improvement Agreement which as recorded on September 17, 2020 as Instrument No. 20201133624 in the Official Records of Los Angeles County; and WHEREAS, the Agreement requires the Applicant to construct certain public Improvements for Parcel Map No. 82493; and
WHEREAS, in accordance with Section 13.0 of the Agreement, the Applicant posted surety bonds to guarantee construction of the required public improvements; and WHEREAS, all public improvements required as conditions of approval for Parcel Map No. 82493 have been constructed in substantial compliance with the improvement plans and all applicable City standards, and the City Engineer has recommended to the City Council the acceptance of such improvements; and
WHEREAS, the Applicant has provided the required warranty security for Parcel Map No. 82493 and has requested that the City authorize the release of improvement securities.

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

SECTION 1. Pursuant to Section 11.0 of the Subdivision Improvement Agreement between the City and the Applicant, the City Council hereby accepts the public improvements constructed by the Applicant.

SECTION 2. All securities furnished by the Applicant to guarantee the construction of the public improvements shall be returned as the project is complete and accepted by the City.

SECTION 3. This resolution shall constitute the starting day for computing the one-year warranty provisions per Section 13.3 of the Agreement. After one year, the City Engineer may release the warranty security upon completion of all corrective items.

Resolution CC 2024-03 Page 2 of 2
SECTION 4. The Applicant shall file with the Recorder’s office of the County of Los Angeles a Notice of Completion for the accepted public improvements in accordance with California Civil Code Section 8182.

SECTION 5. 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 6
th day of February, 2024.

City of Covina, California
BY:

WALTER ALLEN, III, Mayor
ATTEST:
______________________________________
FABIAN VELEZ, Chief Deputy City Clerk

CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2024-03 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 6
th day of February, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dated:
______________________________________
FABIAN VELEZ, Chief Deputy City Clerk

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 8
Meeting: February 6, 2024
Title: Traffic Signal Improvements Project – Barranca Avenue and Covina Boulevard (Project No. P2308) – Final Acceptance and Filing Notice of Completion Presented by: Andy Bullington, Director of Public Works Rafael M. Fajardo, Deputy Director of Public Works/City Engineer Recommendation: 1. Accept the work performed by PTM General Engineering Services, Inc.; and

2. Authorize the City Clerk to file a Notice of Completion for the Traffic Signal Improvements Project at Barranca Avenue and Covina Boulevard (Project No. P2308).

EXECUTIVE SUMMARY:

Accept the work performed by PTM General Engineering Services, Inc. and authorize the City Clerk to file a Notice of Completion (Attachment A) for the Traffic Signal Improvements Project at Barranca Avenue and Covina Boulevard (Project No. P2308).

BACKGROUND/DISCUSSION:

On November 1, 2022, the City Council approved a contract for PTM General Engineering Services, Inc. to construct a new traffic signal at the intersection of Barranca Avenue and Covina Boulevard in an amount not-toexceed $541,041. The scope of the project was to upgrade the traffic signal located at Barranca Avenue and Covina Boulevard by adding left turn pockets at the four legs of the intersection, new poles, a camera system and other appurtenances.

During construction, the need for additional work not included in the original scope of work was identified by the City. As a result, the City Engineer reviewed and approved the following change order which increased the overall contract amount by $36,370.75:
 Change Order No. 1:
o Deletion of Omni Software
o Pole Mast Arm
o Conduit Trench for SCE Plan Compliance
o Additional Sidewalk PCC
o SCE Invoice
FISCAL IMPACT:

The Traffic Signal Improvements Project at Barranca Avenue and Covina Boulevard was included in the adopted FY 2022-2023 Capital Improvement Program with a total allocation of $500,000 from Traffic Impact Fees Account No. GL 4705-2200-55310-P2308. Additionally, Resolution CC 2022-118 appropriated $140,000 in additional funding from the available Proposition C Fund Balance to Proposition C Account No. 2405-2200- 55310-P2308, for a cumulative project budget of $640,000. Project funding was subsequently rolled over to FY 2023-2024 due to supply chain challenges impacting the project schedule.

The following table represents the final project summary:

Item Actual
Project Appropriations $640,000
PTM General Engineering Services Inc. – Contract
Amount plus Change Orders ($577,441.75)
Siterep Construction Services, Inc (Construction
Management and Inspection Services)
($25,000)
Design Engineering Services (RKA Consulting
Group) ($21,783.95)
Advertising (SGV Examiner) ($550.00)
Bear Electrical Charges ($2,000)
Total Expenditures ($626,775.70)
Total (UNDER)/OVER BUDGET $13,224.30
The $13,224.30 savings from the Traffic Signal Improvements Project at Barranca Avenue and Covina Boulevard will be reallocated to the Proposition C Fund Balance for future projects.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

This project was determined to be categorically exempt under CEQA in accordance with Title 14, Chapter 3, Class 1, Sections 15301 and 15302. This exemption included the minor alteration of existing public facilities involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination.

The project involves negligible or no expansion of an existing use.

Respectfully submitted,

ATTACHMENT A

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME City of Covina
STREET ADDRESS 125 E College Street
CITY Covina

STATE CA
ZIP CODE 91723
SPACE ABOVE THIS LINE FOR RECORDER’S USE

NOTICE OF COMPLETION
Notice pursuant to Civil Code Section 3093, must be filed within 10 days after completion. (See reverse side for complete requirements.) Notice is hereby given that:

1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described:

2. The full name of the owner is The City of Covina .

3. The full address of the owner is 125 E College Street, Covina, CA 91723 .

4. The nature of the interest or estate of the owner is: In fee. (If other than Fee, strike “in fee” and insert, for example, “purchaser under contract of purchase”, or “Lessee”)

5. The full names and full addresses of all persons, if any, who hold title with the undersigned as joint tenants or as tenants in common are:

NAMES ADDRESSES

6. The full names and full addresses of all the predecessors in interest of the undersigned, if the property was transferred subsequent to the commencement of the work or improvements herein referred to:

NAMES ADDRESSES

7. A work of improvement on the property hereinafter described was completed on: January 5, 2024 . The work done was:

Traffic Signal Improvements Project – Barranca Avenue and Covina Boulevard

8. The names of the contractor, if any, for such work improvement was:

PTM General Engineering Services, Inc. November 1, 2022 (If no contractor for work of improvement as a whole, insert “None”) (Date of Contract)

9. The property on which said work of improvement was completed in the City of: Covina County of Los Angeles , State of CA , and is described as follows:

Traffic Signal Improvements Project – Barranca Avenue and Covina Boulevard

10. The street address of said property is Barranca Avenue and Covina Boulevard (If no street address has been officially signed, insert “None”.) Dated February 6, 2024
Fabian Velez, Chief Deputy City Clerk, City of Covina

VERIFICATION
I, the undersigned, say: I am the City Engineer The declarant of the foregoing Notice of Completion; (President of, Manager of, Partner of, Owner of)
I have read said Notice of Completion and know the contents thereof; the same is true to my own knowledge. I declare under penalty of perjury that the foregoing is true and correct.

Executed on February 6 , 2024 at Covina , California .
(Personal signature of the individual of the individual who is swearing that the contents of the Notice of Completion are true.)

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 9
Meeting: February 6, 2024
Title: Amendment to the Inspection and Confidentiality Agreement between Frontier California Inc. and the City of Covina Relating to the Properties Located at 175 E. Center Street and 176 E. Badillo Street
Presented by: Brian K. Lee, Director of Community Development Recommendation: Authorize the City Manager to execute an Amendment to the Inspection and Confidentiality Agreement.

Frontier Communications owns property located at the southwest corner of Badillo Street and Second Avenue (175 E. Center Street and 176 E. Badillo Street). The property is developed with a communication “switch” station, administrative offices, storage, retail store space, and a parking lot. Frontier Communications has expressed a desire to sell a portion of the aforementioned property while maintaining the “switch” station portion of the structure and a small portion of the parking lot (the portion containing the emergency generator and electrical transformer).

The City of Covina has been evaluating if the portions of the Frontier Communications property that Frontier desire to sell could be utilized by the City for city purposes. As part of that due-diligence consideration, City staff needs to conduct studies and investigate the property, as well as evaluate the current building plans.

DISCUSSION:

On August 1, 2023, an Inspection and Confidentiality Agreement was approved by the City Council. The original Agreement stipulates the following actions:
 Allow for City staff and its authorized consultants to access technical studies, reports, and plans of the “as-built” condition of the property;
 Allow for City staff and its authorized consultants to perform necessary investigations and assessments of the property (for example soil samples, asbestos, and lead paint assessment) with the prior approval of Frontier;
 Requires the City to maintain the aforementioned reports, plans, and studies as confidential and to furnish Frontier with copies of the aforementioned investigations and assessments of the Frontier property; and,  Provides an exclusive time period where Frontier will not solicit or negotiate with any other party for the purchase of the property, and during this time period, the City and Frontier will negotiate a Purchase Agreement.

The proposed amendment would extend the review and inspection time period to March 31, 2024 and reduces the insurance requirements borne onto authorized consultants. It additionally allows more data and photos to be collected by the consultants in their performance of technical studies. More time is needed to perform the building investigation, and approval of the amendment would allow for the necessary due diligence to commence.

FISCAL IMPACT:

None. No General Fund expenditure is necessary to fulfill the terms of this Inspection and Confidentiality Agreement.

BACKGROUND:

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

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

Respectfully submitted,

11

182595362

FIRST AMENDMENT TO INSPECTION AND CONFIDENTIALITY AGREEMENT This First Amendment to Inspection and Confidentiality Agreement (“Amendment”) dated effective as of October 31, 2023 for reference purposes only, is made by and between Frontier California Inc. and its affiliates (“Frontier”), and City of Covina (“Prospective Purchaser”), with reference to the following facts:

A. Frontier and Prospective Purchaser have previously entered into that certain Inspection and Confidentiality Agreement dated as of September 11, 2023 (“Agreement”) to allow Prospective Purchaser to begin its review and investigations of that certain property located at 175 E Center St and 176 E Badillo St., Covina, CA (“Property”).

B. Frontier and Prospective Purchaser desire to amend the Agreement as hereinafter set forth.

THEREFORE, FOR VALUABLE CONSIDERATION, the parties agree as follows:

1. Extension of Expiration Date. Paragraph 7 of the Agreement is hereby amended to provide that the Expiration Date shall be March 31, 2024, subject to rights to further extend as set forth in the Agreement.

2. Amendment of Section 3 to Permit Samples and Photographs. Section 3 of the Agreement is hereby amended to: (i) permit the City through its consultant(s) to take reasonable soils samples (to be split samples, shared with Frontier) and to take reasonable samples of accessible interior and exterior improvements (for testing for asbestos and possibly other hazardous materials); and (ii) permit the City and its consultants to take photographs of improvements and equipment to assist City in identifying improvements and equipment proposed to be purchased by City from Frontier and alterations by City that might be necessary. Prospective Purchaser shall repair all damages not repaired by its testing consultant(s), at Prospective Purchaser’s cost, unless Prospective Purchaser buys the applicable Property damaged (from Frontier).

3. Insurance Required of Third Parties. Section 6.1 of the Agreement is hereby amended to change the amounts of insurance required of “Related Parties” to One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate.

4. Miscellaneous.

4.1 Full Force and Effect. All terms and provisions of the Agreement shall remain in full force and effect, except as expressly amended or modified herein, and are hereby ratified and reaffirmed. In the event of any conflict or discrepancy between the Agreement and this Amendment, the provisions of this Amendment shall control.

4.2 Counterparts. This Amendment may be executed in several counterparts each of which shall be an original, but all of such counterparts shall constitute one such

182595362
amendment/agreement. An executed counterpart of this Amendment may be delivered by e-mail or mail and such manner of delivery shall be binding on the undersigned.

4.3 Electronic Signatures. This Amendment may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. For these purposes, “electronic signature” shall mean electronically scanned and transmitted versions (e.g., via pdf file) of an original signature, signatures electronically inserted and verified by software such as Adobe Sign, or faxed versions of an original signature.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

182595362
Executed as of the date first above written.

FRONTIER:

Frontier California Inc., a California corporation
By:

Name:

Title:

182595362
PROSPECTIVE PURCHASER:

City of Covina
By:

Name:

Title:

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 10
Meeting: February 6, 2024
Title: Purchase of Mobile Data Computers
Presented by: David Povero, Chief of Police
Recommendation: Approve Purchase of ten (10) Mobile Data Computers (MDCs) from DuraTech USA, Inc. in the amount of $55,303.19.

EXECUTIVE SUMMARY:

This purchase is for ten (10) Getac mobile data computers to replace those that have reached the end of their service life in patrol vehicles. Some of those in this purchase will be installed in new patrol vehicles that will be delivered and deployed in the next few months.

DISCUSSION:

A mobile data computer is considered vital equipment in any modern-day police patrol vehicle. MDCs are critical to patrol operations because they provide real time data and incident information to police officers through the CAD/RMS dispatch system. They are critical to officer safety and emergency response as they connect the police officer to the department network and the internet through wireless connections. In the past, older MDCs were simply reused/transferred to new or converted patrol vehicles. However, there are no more available spare MDCs that can be reassigned.

It is requested that competitive bid requirements be waived per Covina Municipal Code 2.20.210 Sections A. This section states that a formal bid procedure may be waived by the City Manager if purchase is made in cooperation with other governmental entities or associations. This purchase will be made as part of Sourcewell Contract #090122-GET which is a cooperative purchase contract.

FISCAL IMPACT:

No new funding is being requested. Funding for this project was approved as part of the FY 2023-24 supplemental budget request and is available in the Information Technology budget in 7200-IT10-55700.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

None.

Respectfully submitted,

ATTACHMENT A

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 11
Meeting: February 06, 2024
Title: Resolution CC 2024-06 Authorizing Acceptance of Grant Funds, and Award of Professional Services Contracts for Facilitation of the Royal Oak Middle School Greening and Forestry Planning Grant Project
Presented by: Brian K. Lee, AICP, Director of Community Development Recommendation: Adopt Resolution CC 2024-06 and approve Professional Services Agreements with Active SGV, Five Point Design, and CEJ Engineers for the facilitation of the project.

EXECUTIVE SUMMARY:

On November 16, 2022, the City entered into a Memorandum of Understanding (MOU) with Charter Oak Unified School District (COUSD) regarding a shared interest in improving the Royal Oak Middle School field and sports facilities located at 303 S. Glendora Avenue (Attachment A). The MOU set protocols for the joint application and administration of grant applications and memorialized the intent to prepare a joint-use agreement for the City’s use of the facilities during off-school hours, thereby increasing park access to Covina residents while also enhancing facilities for Royal Oak Middle School students. The City has been actively pursuing grant funding and considering strategies to facilitate the project.

One such funding opportunity was for the Green Schoolyards Program, administered by the California Department of Forestry and Fire Protection (CalFIRE). The City applied for and received a grant award for the Royal Oak Middle School Greening and Forestry Plan totaling $198,000, to design a plan for the Royal Oak Middle School property. The City of Covina is one of 15 awardees from the Green Schoolyards Program awards list (Attachment B), which is the first program of its kind in California. Some of the primary objectives of the grant are to reduce greenhouse gas emissions, mitigate extreme heat, enhance outdoor learning environments, increase water supply, improve access to outdoor recreation, and improve public health.

The planning project will include community outreach and engagement strategies and integrate community feedback into the design concept at an early stage, while also including environmental benefits such as water conservation and extreme heat mitigation. City staff and COUSD envision a redesign that will support existing uses, such as the soccer and softball fields, while also meeting the grant objectives, which may include design elements such as the inclusion of native vegetation, shade trees, shrubs, bioswales, educational components, and stormwater retention systems (Attachment C - Contract)
The CalFIRE grant award requires a $50,000 local match which will be equally divided between the City and COUSD, as per the MOU. Resolution CC 2024-06 (Attachment D) would authorize the acceptance of Grant funds and COUSD funds as reimbursements, and authorize an appropriation of $25,000 from the general fund to satisfy the City’s local match requirement. The project budget and funding sources are shown in Tables 1 and 2.

Table 1. Project Budget
Concept Design Plans: Design Engineering and Landscape Architect (CEJ Engineers, Five Point Design) $70,000.00 Preliminary Engineering: Contract Design and Engineering (CEJ Engineers) $60,000.00 PSE Construction Drawings: Design and Engineering (CEJ Engineers/Five Point Design) $70,000.00 Arborist Review and Approval $10,000.00
Outreach and Education Consultants (Active SGV) $28,000.00 Division of State Architecture Consultant $10,000.00
Total Budget: $248,000.00

Table 2. Funding Sources
CalFIRE Urban Greening and Forestry Grant $198,000.00
City of Covina Local Match $25,000.00
Charter Oak Unified School District Local Match $25,000.00 Total Funding: $248,000.00
This project includes planning activities only, up to “construction-ready” document preparation. The projectscope includes preparing cost estimates for construction but does not include construction or implementation-related activities. City staff will further research and apply grant opportunities for the project, as well as investigate the possibility of leveraging QUIMBY fees towards project implementation, which would require that a joint-use agreement exists for the property.

The grant requires projects under the planning award category to be completed within one year of the award. The Royal Oak Greening and Forestry Planning Project is expected to be completed by December 2024 (Table 4).

Staff is recommending the approval of Resolution CC 2024-06 to begin work immediately and ensure timely completion of the plan. This item will be returned to the City Council in the form of a project update and for formal consideration of the conceptual plans.

Table 3. Estimated Project Timeline (2024)

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
Contracts/Project Set up
CEQA Exemption/Filing
Project Administration
Community Engagement
Concept Design Plans
Preliminary Engineering
PSE Construction Documents
Arborist Review and Approval
DSA Approval
City Council Approval/Completion
Staff also recommends the approval of three Professional Services Agreements to facilitate the project (Attachments E-G), consisting of Five Point Design for landscape design, CEJ Engineers for preliminary and PSE engineering design for the project, and Active SGV, a non-profit that will assist the city and COUSD with community outreach efforts. The remaining outside consultant scope includes obtaining Division of State Architecture permits, and Arborist review and approval, which have not yet been selected and only require administrative approval.

FISCAL IMPACT:

The Project cost is $248,000.00, consisting of a $198,000.00 Grant award, and a $50,000 local match requirement.

Charter Oak Unified School District is to contribute 50% of the local match, or $25,0000, as per an existing MOU.

Resolution CC 2024-06 would authorize the acceptance and appropriation of reimbursable grant award monies totaling $198,000.00, authorize the acceptance of $25,000.00 in reimbursable local match funds from Charter Oak Unified School District, and authorize the appropriation of $25,000.00 in local match funds from the City of Covina towards the project as noted in table 3.

Table 4. Proposed Amendment to the Fiscal Year 2023-2024 Operating Budget GL Description Account Original Budget Increase Amended Budget Other State Grants-Street Trees-Consulting 46002250-51005 $0 $248,000 $248,000 Other State Grants-Street Trees-Other State Grants 46002250-42190 $0 $198,000 $198,000 Parks CIP-Street Trees-Other Gov’t Units 46002250-42990 $0 $25,000 $25,000 Parks CIP-Street Trees-Transfer In General 46002250-49110 $0 $25,000 $25,000 General Fund-Street Trees-Transfer Out Cap Proj 10102250-59140 $0 $25,000 $25,000

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

Not applicable.

Respectfully submitted,

t

MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF

COVINA AND CHARTER OAK UNIFIED SCHOOL DISTRICT FOR THE

JOINT APPLICATION OF GRANT FUNDING FOR IMPROVEMENTS OF

SCHOOL FACILITIES AT ROYAL OAK MIDDLE SCHOOL
THIS MOU is made and entered into as of November 16, 2022 and between the City of Covina, a municipal corporation(" City"), and the Charter Oak Unified School District(" District").

In consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

1. Recitals. This MOU is entered into with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the parties:
a. It is the desire of the City and the District to memorialize the protocol for joint application and administration of grant applications for the improvement and maintenance of existing athletic fields at Royal Oak Middle School and other District properties (" School Facilities") and the joint use and maintenance of School Facilities, where practicable. b. As part of the joint effort, it is the intent of the parties to jointly and cooperatively prepare and submit grant applications for funding to install synthetic turf surfaces in the athletic fields and drought tolerant landscaping in passive spaces surrounding the athletic fields at Royal Oak Middle School( the" Project") to promote the City' s and District' s efforts to conserve water and to enable both the District and the City to jointly use the School Facilities for the benefit of both District students and City residents.
c. The parties also desire to share in the costs of preparing the grant applications for the Project.
d. The parties also intend to prepare a separate joint use agreement to set forth the parameters for the City' s use of District' s School Facilities and other District-owned recreational, athletic and other school facilities when school is not in session during Winter Break, Summer Break and non- school hours, including evenings on Monday through Friday and all- day Saturday and Sunday.

2. Term of Agreement. The term of this MOU shall commence on the date of this MOU and shall terminate on November 15, 2027, unless sooner terminated pursuant to this MOU.

3. Responsibilities.
a. Shared Costs. The parties agree to equally split( 50/ 50) the costs of:
a. Preparation, legal review and consultant costs relating to any joint grant applications for the Project;
b. Design of the Project;
A- 1
12 92 3- 0001\ 273 6699v 1. doc
Attachment A - MOU

c. Preparation of Project construction documents ( i.e., plans, specifications, and estimates);
d. Project contract administration;
e. Project construction management for the term of this MOU; and f. Any necessary and related special studies and related due diligence work, legal review, engineering work, design work, and other consultant work required for the Project.
b. Parties shall meet/ confer and provide written authorization to issue a noticeto- proceed prior to the execution of any agreement for grant preparation, project design or related services.
c. The City shall establish an account to fund the preparation of grant applications ( with conceptual design illustrations and special studies and related due diligence as necessary) and related legal review, engineering work, design work, and other necessary consultant work ( collectively " Grant Application Work"). The City shall invoice the School District for shared project expenses.
d. The City shall invoice the District on a monthly basis, and the District shall reimburse the City fifty percent ( 50%) of all costs incurred by the City on a monthly basis in connection with the Grant Application Work.
e. On behalf of the parties, the City shall administer the preparation and submission of joint applications for grant funding to pay for or off-set the costs of the Project; f. Once grant funding is obtained, the parties shall use said grant funding to construct and install the Project at Royal Oak Middle School to promote the City' s and District' s efforts to conserve water. District shall serve as lead agency for any successful grant awards, with City participating as a project co- sponsor.
d. District shall administer the Project competitive bid process for construction and installation of the Project, award the Project contract, and manage the contractor to complete the Project.
e. District and City shall work cooperatively to maintain the Project in good working condition after the Project is completed.
g. In exchange for the City' s staff time, investment of City funds and overall participation in the Project and the related grant application preparation process, District agrees to allow the City joint use of the School Facilities pursuant to the terms ofthe forthcoming Joint Use Agreement for use of the School Facilities.
g. As part of the Joint Use Agreement, City and District agree to further analyze the provision of long- term maintenance activities and costs at School Facilities, including the potential development of a cost-sharing mechanism for each parties proportionate use.

A- 2

4. Termination Clause. This Agreement may be terminated at any time, with or without cause, by either of the Parties upon thirty (30) days written notice to the other party as provided in this Agreement.

5. Agreement Contingent on Governing Board/Council Approval. The City nor District shall not be bound by the terms of this MOU or any joint grant application for School Improvements until this MOU and any joint application has been formally approved or ratified by, respectively, the City Council and the District' s Board.

6. Notices to Parties. Written notices, demands and communications among the District and City, shall be sufficiently given by personal service or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the District or City as follows:

District: Charter Oak Unified School District
20240 E. Cienega Avenue
Covina, CA 91724
Attention: Superintendent
City: City of Covina
125 E. College Street
Covina, California 91723
Attention: City Manager
Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section.

7. Assignment. Neither Party shall assign or transfer this MOU or any portion thereof without the prior written consent of the other party.

8. Severability. Any provision of this MOU which proves to be invalid, void, or illegal, shall in no way affect, impair or invalidate any other provision, and such other provisions shall remain in full force and effect.

9. Counterparts. This MOU and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one document, and all such executed counterparts shall constitute the same MOU, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

10. Annual Review. The parties agree to any annual review of this MOU, commencing in December 2023.

11. Entire Agreement and Amendments. This MOU and all exhibits referred to in this MOU constitute the final, complete and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this MOU and supersede all other prior or A- 3
12923- 0001\ 2736699v 1. doc Page 385 of 518
contemporaneous oral or written understandings and agreements of the Parties. This MOU may not be amended, nor any provision or breach hereof waived, except in a writing signed by representatives of both Parties.

IN WITNESS WHEREOF this MOU has been executed by the authorized representatives ofthe parties hereto.

CITY OF COVINA CHARTER OAK UNIFIED SCHOOL

DISTRICT
Jeffrey D. Jordan, Ed. D.

Superintendent and Secretary to the Board
Attest: Attest:
fO,biar, City Clerk Secre ary to - . •• 1 : oar 4
P&Puht
A-4

Date: July 12, 2023
2022/2023 Green Schoolyards Grants: 1st Round Grant Awards Applicant Name Implementation Grant Project Name
Los Angeles Neighborhood Land Trust Trees, Communities, and Climate Resilience in Central and South Los Angeles Hollywood Beautification Team A Place for Play, Learning and Exercise: Green, Cooling Elementary Schoolyards in the San Fernand...

Santa Paula Unified School District Santa Paula Unified School District Green Schoolyards TreePeople Creating Cool Schools in Southern CA
Amigos de los Rios Natural Infrastructure - Watershed Discovery Campuses Pasadena Unified School District San Francisco Unified School District San Francisco Unified School District Applicant Name Planning Grant: Project Name
Sonoma Ecology Center Pittsburg USD Green Schoolyards Planning Project Urban Tilth Making Verde Elementary School Bloom!
Sonoma Ecology Center Bellevue USD Green Schoolyards Planning Project Watsonville Wetlands Watch Designing Climate Reslient School Campuses in the Pajaro Valley Council for Watershed Health Designing Healthy Schoolyards For Los Angeles Unified School District Our City Forest Green Schoolyards for Santa Clara County City of Covina Royal Oak Middle School Greening and Forestry Plan Oakland Unified School District Oakland Living Schoolyards Planning Project Santa Clara County of Education Green Schoolyard Planning Grant for SCCOE's South County Annex & Sunol Campuses

ATTACHMENT B

ATTACHMENT C

ATTACHMENT D
RESOLUTION CC 2024-06

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, AMENDING THE FISCAL YEAR 2023-2024 OPERATING BUDGET TO ACCEPT AND APPROPRIATE $198,000 IN GRANT
REIMBURSEMENT FUNDS, $25,000 IN LOCAL MATCH
REIMBURSEMENT FUNDS (COUSD), AND $25,0000 IN LOCAL MATCH

FUNDS (GENERAL FUND), TO FACILITATE THE ROYAL OAK

MIDDLE SCHOOL GREENING AND FORESTRY PLAN (PLANNING
GRANT)
WHEREAS, the City of Covina is a municipal corporation duly organized and existing pursuant to the Constitution and laws of the State of California; and WHEREAS, on November 16, 2022, the City of Covina and Charter Oak Unified School District (COUSD) entered into a Memorandum of Understanding, regarding a joint effort to improve existing recreational facilities at Royal Oak Middle School located at 303 S. Glendora Avenue; and
WHEREAS, the Green Schoolyards Grant Program, administered by the California Department of Forestry and Fire Protection (CalFIRE), is a grant program designed to boost nature-based designs on school campuses to promote children’s outdoor learning, mitigate heat extremes on school campuses, and improve connection to nature; and WHEREAS, the City of Covina applied for a grant award under the Green Schoolyards Grant Program, Fiscal Year 2022-2023 for the purposes of planning facility improvements at Royal Oak Middle School; and
WHEREAS, the City of Covina received a CalFIRE grant award, totaling a maximum of One hundred and Ninety-Eight Thousand Dollars ($198,000) in reimbursable funds for the City to develop a Greening and Forestry Plan for the Royal Oak Middle School Property; and WHEREAS, the budget for the City of Covina for fiscal year commencing July 1, 2023, and ending June 30, 2024, was approved on May 16, 2023; and WHEREAS, the approved budget is in accordance with all applicable ordinances of the City and all applicable statutes of the State; and
WHEREAS, on occasion, the City Council will deem it necessary to amend the Operating Budget to facilitate a project the City Council deems necessary and important; and WHEREAS, those amendments to the Budget shall be by approval and memorialized by Resolution of the City Council.

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

Resolution CC 2023-06 Page 2 of 2
SECTION 1. Amend the fiscal year 2023-2024 Operating Budget as follows:

Table 4. Proposed Amendment to the Fiscal Year 2023-2024 Operating Budget GL Description Account Original Budget Increase Amended Budget
Other State Grants-Street Trees-Consulting 46002250-51005 $0 $248,000 $248,000 Other State Grants-Street Trees-Other State Grants 46002250-42190 $0 $198,000 $198,000 Parks CIP-Street Trees-Other Gov’t Units 46002250-42990 $0 $25,000 $25,000 Parks CIP-Street Trees-Transfer In General 46002250-49110 $0 $25,000 $25,000 General Fund-Street Trees-Transfer Out Cap Proj 10102250-59140 $0 $25,000 $25,000 SECTION 2. The City Clerk shall certify as to the adoption of this resolution.

APPROVED and PASSED this 6th day of February 2024.

City of Covina, California
BY:

WALTER ALLEN, III, Mayor
ATTEST:
______________________________________
FABIAN VELEZ, Chief Deputy City Clerk

CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2024-06 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 6th day of February, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dated:
____________________________________
FABIAN VELEZ, Chief Deputy City Clerk

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated February 6, 2024 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”), and Active San Gabriel Valley, a California Tax-Exempt Entity (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to Provide community outreach and engagement services for the Royal Oak Middle School Urban Greening and Forestry Grant Project.

B. Consultant 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 Consultant and Consultant 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 December 31, 2024, unless sooner terminated as provided in Section 14 of this Agreement. The City may, upon mutual agreement, extend the contract for one (2 )additional one year terms. In no event shall the contract be extended beyond December

2. Compensation.

A. Compensation. As full compensation for Consultant’s services provided under this Agreement, City shall pay Consultant the total flat sum of Twenty Seven Thousand Seven Hundred and Fifty Dollars ($27,750.00) (the “maximum compensation”), 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, 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.

A. Additional Services. City shall not allow any claims for additional services performed by Consultant, unless the City Council and the Consultant Representative authorize the additional services in writing prior to Consultant’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.

3. Consultant’s Services.

ATTACHMENT E

A. Scope of Services. Consultant 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 Consultant Representative shall be David Diaz, Executive Director (the “Consultant Representative”). The Consultant Representative shall directly manage the Consultant’s services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.

C. Time for Performance. Consultant 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.

C. Standard of Performance. Consultant 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.

D. Personnel. Consultant 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 Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant shall determine the means, methods, and details by which Consultant’s personnel will perform the services under this Agreement. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards.

E. Compliance with Laws. The Consultant 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 Consultant 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 Consultant to comply with this section.

F. Permits and Licenses. Consultant 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.

4. Method of Payment.

A. Invoices. Consultant 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 Consultant's fees, it shall give written notice to Consultant 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 Consultant. For all reimbursements authorized by this Agreement, Consultant 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. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this agreement available during Consultant’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 Consultant. With respect to computer files containing data generated for the work, Consultant 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. Consultant 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 Consultant.

6. Independent Contractor.

A. Consultant 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 Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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 Consultant or any of Consultant’s employees. Consultant 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. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’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 Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Consultant shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Consultant’s personnel require to perform any of the services required by this Agreement. Consultant shall perform the services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’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 Consultant from time to time for Consultant’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 Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of the services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

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.

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 Consultant or provided for performance of this Agreement are deemed confidential. Consultant 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. Consultant shall return all data to City upon the expiration or termination of this Agreement. Consultant’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.

9. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’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, Consultant may perform similar services for other clients, but Consultant 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 Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant 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, Consultant 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 Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant 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. Consultant 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. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant 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. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.

City may 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 Subparagraph A. 2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant 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 Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’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. Consultant’s indemnifications and obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant 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 Consultant 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 10 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. Consultant’s indemnifications and obligations under this Section 10 shall survive the expiration or termination of this Agreement.

11. Insurance.

A. Minimum Scope and Limits of Insurance. Consultant 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 Four Million Dollars ($4,000,000) per project or location.

If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant 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 Consultant does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11. 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 Consultant has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Consultant shall provide an executed declaration that it has no employees. 4) Professional Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per claim and in aggregate.

B. Acceptability of Insurers. The insurance policies required under this Section 11 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 11.

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 11 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 Consultant’s insurance and shall not contribute with it.

E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant 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, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.

G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 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 11 is canceled or reduced in coverage or limits, Consultant 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 Consultant does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section 11, 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 Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

I. Evidence of Insurance. Prior to the performance of services under this Agreement, Consultant 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 11. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant 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. Consultant 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 Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 10 of this Agreement.

K. Subcontractor Insurance Requirements. Consultant 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 11.

12. Mutual Cooperation.

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

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

13. Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of four (4) years. Consultant 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. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least seven (7) calendar days before the termination or suspension is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.

B. Obligations upon Termination. Consultant 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 Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.

15. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant 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 Consultant’s reasonable control and not due to any act by Consultant.

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 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 Consultant’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 Consultant:

Attn: Daniella Andrade David Diaz

City of Covina Executive Director
125 E. College Street| 10900 Mulhall Street
Covina, California 91723 El Monte, CA 91731

17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant 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.

Consultant 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. Consultant 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 Consultant 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 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “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 10, 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 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 constitutes 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.

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 Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
[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: Chris Marcarello
Title: City Manager
ATTEST:

By:

Name: Fabian Velez
Title: Chief Deputy City Clerk
Consultant:

Active San Gabriel Valley
a California Non-profit 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 SCOPE & FEE SCHEDULE

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ATTACHMENT F

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated February 6, 2024 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”), and Five Point Design, a Sole Proprietor (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City desires to utilize the services of a Consultant as an independent contractor to perform professional landscape architect services for the Royal Oak Middle School Greening and Forestry Plan Project.

B. Consultant 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 Consultant and Consultant 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 December 31, 2024, unless sooner terminated as provided in Section 14 of this Agreement. The City may, upon mutual agreement, extend the contract for two (2) additional one-year terms. In no event shall the contract be extended beyond December 31, 2026

2. Compensation.

A. Compensation. As full compensation for Consultant’s services provided under this Agreement, City shall pay Consultant the total flat sum of One Hundred and Five Thousand Dollars ($105,000.00) (the “maximum compensation”), 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, 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.

A. Additional Services. City shall not allow any claims for additional services performed by Consultant, unless the City Council and the Consultant Representative authorize the additional services in writing prior to Consultant’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.

3. Consultant’s Services.

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A. Scope of Services. Consultant 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 Consultant Representative shall be Jaime Yamashita, RLA (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.

C. Time for Performance. Consultant 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.

C. Standard of Performance. Consultant 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.

D. Personnel. Consultant 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 Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant shall determine the means, methods, and details by which Consultant’s personnel will perform the services under this Agreement. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards.

E. Compliance with Laws. The Consultant 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 Consultant 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 Consultant to comply with this section.

F. Permits and Licenses. Consultant 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.

4. Method of Payment.

A. Invoices. Consultant 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 Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.

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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 Consultant. For all reimbursements authorized by this Agreement, Consultant 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. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this agreement available during Consultant’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 Consultant. With respect to computer files containing data generated for the work, Consultant 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. Consultant 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 Consultant.

6. Independent Contractor.

A. Consultant 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 Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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 Consultant or any of Consultant’s employees. Consultant 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. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’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 Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Consultant shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Consultant’s personnel require to perform any of the services required by this Agreement. Consultant shall perform the services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’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 Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the services under this Agreement.

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B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of the services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

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.

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

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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 Consultant or provided for performance of this Agreement are deemed confidential. Consultant 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. Consultant shall return all data to City upon the expiration or termination of this Agreement. Consultant’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.

9. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’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, Consultant may perform similar services for other clients, but Consultant 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 Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.

10. Indemnification.

A. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless 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, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and reimbursement of attorney’s fees and costs of defense (collectively “Liabilities”), whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, agents, servants, employees, subcontractors, material men, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code Section 2782.8(c)(2).

B. Other Indemnities.
1) Other than in the performance of design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless

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and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, 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 “Claims”), 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 Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims 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. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claim 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. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.
2) Consultant shall pay all required taxes on amounts paid to Consultant 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. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.

City may 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 Subparagraph B. 2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims 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 Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims 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.

C. Workers’ Compensation Acts not Limiting. Consultant’s obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

D. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City,

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of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provisions in this Section 10 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability, Claim, tax, assessment, penalty or interest asserted against City.

E. Survival of Terms. The indemnification in this Section 10 shall survive the expiration or termination of this Agreement.

11. Insurance.

A. Minimum Scope and Limits of Insurance. Consultant 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 Four Million Dollars ($4,000,000) per project or location.

If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant 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 Consultant does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11. 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 Consultant has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Consultant shall provide an executed declaration that it has no employees. 4) Professional Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per claim and in aggregate.

B. Acceptability of Insurers. The insurance policies required under this Section 11 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 11.

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 11 shall apply on a primary non-contributing basis in relation to any other insurance or selfPage 439 of 518

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insurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant 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, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.

G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 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 11 is canceled or reduced in coverage or limits, Consultant 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 Consultant does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section 11, 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 Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

I. Evidence of Insurance. Prior to the performance of services under this Agreement, Consultant 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 11. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant 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. Consultant 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 Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 10 of this Agreement.

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K. Subcontractor Insurance Requirements. Consultant 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 11.

12. Mutual Cooperation.

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

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

13. Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of four (4) years. Consultant 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. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least seven (7) calendar days before the termination or suspension is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.

B. Obligations upon Termination. Consultant 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 Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.

15. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant 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 Consultant’s reasonable control and not due to any act by Consultant.

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 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 Consultant’s and City's

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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 Consultant:

Attn: Daniella Andrade Jaime Yamashita, RLA
City of Covina Five Point Design
125 E. College Street| 510 S Normandie Avenue, #108
Covina, California 91723 Los Angeles, CA 90020

17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant 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.

Consultant 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. Consultant 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 Consultant 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 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “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 10, 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 breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

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21. Exhibits. Exhibits A, B, C and D 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.

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.

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30. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
[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: Chris Marcarello
Title: City Manager
ATTEST:

By:

Name: Fabian Velez
Title: Chief Deputy City Clerk
APPROVED AS TO FORM:

By:

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

Five Point Design,
A Sole Proprietor
By:

Name: Jaime Yamashita, RLA
Title: Primary Landscape Architect
(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.)

EXHIBIT A

APPROVED SCOPE AND FEE SCHEDULE

ATTACHMENT G

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated February 6, 2024 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”) and CEJ Engineers, Inc., a California Corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to provide professional engineering services for the Royal Oak Middle School Greening and Forestry Plan project.

B. Consultant 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 Consultant and Consultant 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 December 31, 2024, unless sooner terminated as provided in Section 14 of this Agreement. The City may, upon mutual agreement, extend the contract for two (2) additional one-year terms. In no event shall the contract be extended beyond December 31, 2026

2. Compensation.

A. Compensation. As full compensation for Consultant’s services provided under this Agreement, City shall pay Consultant the total flat sum of Ninety Thousand Dollars ($90,000) (the “maximum compensation”), 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, 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.

A. Additional Services. City shall not allow any claims for additional services performed by Consultant, unless the City Council and the Consultant Representative authorize the additional services in writing prior to Consultant’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.

3. Consultant’s Services.

A. Scope of Services. Consultant 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 Consultant Representative shall be Joaquin Cervantes, President (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.

C. Time for Performance. Consultant 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.

C. Standard of Performance. Consultant 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.

D. Personnel. Consultant 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 Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant shall determine the means, methods, and details by which Consultant’s personnel will perform the services under this Agreement. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards.

F. Compliance with Laws. The Consultant 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 Consultant 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 Consultant to comply with this section. This Agreement may call for services that, in whole or in part, constitute “public works,” as defined in the California Labor Code. Therefore, as to those services that may be “public works”, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B.

E. Permits and Licenses. Consultant 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.

4. Method of Payment.

A. Invoices. Consultant 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 Consultant's fees, it shall give written notice to Consultant 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 Consultant. For all reimbursements authorized by this Agreement, Consultant 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. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this agreement available during Consultant’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 Consultant. With respect to computer files containing data generated for the work, Consultant 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. Consultant 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 Consultant.

6. Independent Contractor.

A. Consultant 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 Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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 Consultant or any of Consultant’s employees. Consultant 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. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’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 Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Consultant shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Consultant’s personnel require to perform any of the services required by this Agreement. Consultant shall perform the services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver

any work product related to Consultant’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 Consultant from time to time for Consultant’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 Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of the services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

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.

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 Consultant or provided for performance of this Agreement are deemed confidential. Consultant 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. Consultant shall return all data to City upon the expiration or termination of this Agreement. Consultant’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.

9. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’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, Consultant may perform similar services for other clients, but Consultant 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 Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.

10. Indemnification.

A. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless 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, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and reimbursement of attorney’s fees and costs of defense (collectively “Liabilities”), whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, agents, servants, employees, subcontractors, material men, contractors or their officers,

agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code Section 2782.8(c)(2).

B. Other Indemnities.
1) Other than in the performance of design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, 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 “Claims”), 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 Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims 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. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claim 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. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.
2) Consultant shall pay all required taxes on amounts paid to Consultant 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. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.

City may 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 Subparagraph B. 2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims 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 Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive

negligence, except for Claims 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.

C. Workers’ Compensation Acts not Limiting. Consultant’s obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

D. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provisions in this Section 10 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability, Claim, tax, assessment, penalty or interest asserted against City.

E. Survival of Terms. The indemnification in this Section 10 shall survive the expiration or termination of this Agreement.

11. Insurance.

A. Minimum Scope and Limits of Insurance. Consultant 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 Four Million Dollars ($4,000,000) per project or location.

If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant 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 Consultant does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11. 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 Consultant has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Consultant shall provide an executed declaration that it has no employees. 4) Professional Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per claim and in aggregate.

B. Acceptability of Insurers. The insurance policies required under this Section 11 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 11.

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 11 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 Consultant’s insurance and shall not contribute with it.

E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant 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, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.

G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 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 11 is canceled or reduced in coverage or limits, Consultant 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 Consultant does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section 11, 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 Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

I. Evidence of Insurance. Prior to the performance of services under this Agreement, Consultant 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 11. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant 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. Consultant 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 Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 10 of this Agreement.

K. Subcontractor Insurance Requirements. Consultant 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 11.

12. Mutual Cooperation.

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

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

13. Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of four (4) years. Consultant 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. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least seven (7) calendar days before the termination or suspension is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.

B. Obligations upon Termination. Consultant 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 Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.

15. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant 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 Consultant’s reasonable control and not due to any act by Consultant.

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 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 Consultant’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 Consultant:

Attn: Daniella Andrade Attn: Joaquin Cervantes
City of Covina CEJ Engineers, Inc.
125 E. College Street| 1880 Amar Road, Suite B 13
Covina, California 91723 Walnut, CA 91789

17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant 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.

Consultant 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. Consultant 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 Consultant 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 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “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 10, 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 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, B, C and D 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.

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 Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
[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: Chris Marcarello
Title: City Manager
ATTEST:

By:

Name: Fabian Velez
Title: Chief Deputy City Clerk
APPROVED AS TO FORM:

By:

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

CEJ Engineers, Inc.,
a California Corporation
By:

Name: Joaquin Cervantes
Title: President
(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.)

EXHIBIT A

APPROVED SCOPE OF SERVICES AND FEE SCHEDULE

EXHIBIT B

CALIFORNIA LABOR CODE COMPLIANCE
(Labor Code §§ 1720 et seq., 1813, 1860, 1861, 3700)
If this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, then:

1. This Agreement is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“City”) and Consultant agrees to be bound by all the provisions thereof as though set forth in full herein.

2. Consultant shall be registered with the Department of Industrial Relations (“DIR”) in accordance with California Labor Code Section 1725.5 and has provided proof of registration to City prior to the Effective Date of this Agreement.

3. Consultant shall comply with the provisions of California Labor Code Sections 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The applicable prevailing wage determination(s) may be obtained at (http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm), are on file with City, and are available to any interested party upon request. Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under this Agreement by Consultant or by any subcontractor.

4. Pursuant to California Labor Code Section 1771.4, Consultant’s services are subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Consultant shall post job site notices as prescribed by DIR regulations and agrees to furnish the records specified in California Labor Code Section 1776 directly to the Labor Commissioner in the manner prescribed by California Labor Code Section 1771.4(a)(3) and (c)(2).

5. Consultant shall comply with the provisions of California Labor Code Section 1776 which, among other things, require Consultant and each subcontractor to: (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform City of the location of the records. Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors.

6. Consultant shall comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Consultant is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.

7. Consultant shall comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to

City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.

8. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
Date _______________ Signature ____________________________________

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 12
Meeting: February 6, 2024
Title: Resolution Accepting $100,000 in State Funding to Purchase Portable Radios Presented by: David Povero, Chief of Police
Recommendation: 1. Adopt Resolution CC 2024-05 accepting $100,000 in State Assembly Funding and increase the Police Department’s 2023-24 budget appropriation by same amount; and

2. Approve the purchase of Motorola radio equipment in the amount of $105,707.

EXECUTIVE SUMMARY:

For the past ten years, the Covina Police Department has been aggressively searching for funding sources to gradually modernize our portable/hand-held radios to be compatible with the County and other agencies in the East San Gabriel Valley. The department is in constant need of replacing aging radios/equipment. This $100,000 funding is a significant contribution for the purchase of eleven radios. This funding was secured for Covina by State Assembly Member Blanca Rubio.

This specialized equipment will enhance event and incident management and strengthen the ability to respond to 911 emergencies. Equipment approved for purchase under this appropriation includes all-spectrum portable radios, programming cables and multi-radio bank charger(s).

DISCUSSION:

The police department will be purchasing all-spectrum portable radios, programming cables and one multi-radio bank charger(s). The number of radios and equipment purchased will depend on the discount rate offered by Motorola Solutions, Inc. At the current pricing we estimate being able to purchase ten to eleven portable radios and associated equipment. The Motorola equipment will be purchased from Motorola Solutions, Inc.

It is requested that the City Council consider waiving competitive bid requirements per Municipal Code 2.20.080 Sections B. This section states that non-competitive proposals may be made only when at least one of the following circumstances applies: 1) The supply, service or equipment is available from only one source; 2) The public exigency or emergency for the supply, service or equipment will not permit a delay resulting from competitive solicitation; and 3) After solicitation of a number of sources, competition is determined inadequate.

Section B1 appliesin this situation. There is only one Motorola authorized distributor in all of Los Angeles County and the current radio network system used by Covina and surrounding agencies only use Motorola for the sake of interoperability.

FISCAL IMPACT:

The $100,000 in State appropriation will used to fund this purchase. An additional $6,000 may be needed to cover overage however this is amount can be purchased from existing budget appropriations.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

None.

Respectfully submitted,

ATTACHMENT A
RESOLUTION CC 2024-05

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, TO ACCEPT
STATE FUNDING IN THE AMOUNT OF $100,000 FOR THE COVINA

POLICE DEPARTMENT AND INCEASE THE POLICE DEPARTMENT
2023-24 BUDGET BY $100,000 AND APPROPRIATE SAME DOLLAR
AMOUNT
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 City of Covina has been appropriated $100,000 from State Assembly Member Blanca Rubio for the purchase of portable radios; and WHEREAS, utilizing these funds will increase the Police Department’s appropriation by $100,000 and revenue accounts by the same amount; and
WHEREAS, the reallocation of appropriations may be made by the City Manager, amendments (increases/decreases) to the Budget shall be by approval and Resolution of the City Council.

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

SECTION 1. Amend the fiscal year 2023-24 Police Department Budget as follows:

Revenue Account
Increase 2230-1130-42190 Other State Grants by $100,000 Appropriation Account
Increase 2230-1130-54430 Other State Grants-Patrol Equipment by $100,000

SECTION 2. 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 6
th day of February 2024.

City of Covina, California
BY:

WALTER ALLEN, III, Mayor

Resolution CC 2024-05 Page 2 of 2
ATTEST:
______________________________________
FABIAN VELEZ, Chief Deputy City Clerk

CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2024-05 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 6th day of February, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dated:
______________________________________
FABIAN VELEZ, Chief Deputy City Clerk

ATTACHMENT B

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 13
Meeting: February 6, 2024
Title: One Year Extension of the Agreement with Professional Account Management LLC Presented by: David Povero, Chief of Police
Recommendation: Approve the Third Amendment to the agreement with Professional Account Management LLC for a one (1) year extension to provide parking citation processing and collections services; and authorize the City Manager to execute the amendment.

EXECUTIVE SUMMARY:

Prior to 2017, the City of Covina contracted with the City of Inglewood to provide parking citation processing and collection services under the name "Inglewood Citation Management Services" (ICMS). The City of Covina has contracted with the City of Inglewood since April 2001 for data processing, preparation and mailing of notices, payment processing and other administrative parking citation support services. In April 2007, the City of Inglewood contracted with Professional Account Management LLC (PAM) a Duncan Solutions Company, to provide a new citation processing system, technical support services and expanded collection services to support the City's internal and external client agencies. In 2017, the City of Inglewood notified their government clients, such as Covina, that they were discontinuing this outsource service program and authorized PAM to present each client with a proposal and agreement to continue these services.

DISCUSSION:

Since March 1, 2017, PAM has been directly providing citation processing and collection services to the City of Covina under a new 5-year agreement with the option to extend the agreement for five (5) additional one-year terms. Under this agreement the Police Department has been utilizing the following services:
• Hosted AutoProcess Parking Citation System
• Preparing and mailing courtesy/delinquent notices
• Telephone customer service system with payment by credit/debit cards • On-line payment system
• Lock-box payment processing
• Obtaining State/DMV registered owner information
• Providing hosted document management system for administrative reviews • Providing comprehensive delinquent citation collection services with DMV registration holds and Franchise Tax Board intercept liens
Continuing citation processing and collection services with PAM will ensure the City does not experience any disruption of service or delays in receiving parking citation revenues.

FISCAL IMPACT:

For calendar year 2023, the City issued 11,987 parking citations resulting in approximately $500,000 in revenue.

The annual cost of service provided by PAM is approximately $140,000.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

None.

Respectfully submitted,

ATTACHMENT A
1 12923/0001/1924106-1

THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF COVINA

AND PROFESSIONAL ACCOUNT MANAGEMENT, LLC (PAM)
THIS THIRD AMENDMENT to the Agreement to provide parking citation processing and collection services (Agreement) is made and entered into as of February 28, 2024 by and between the City of Covina, a California municipal corporation (hereinafter referred to as “City”), and Professional Account Management, a Wisconsin limited liability corporation (“PAM"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. This Third Amendment is made with respect to the following facts and purposes.

A. The parties entered into that certain Professional Services Agreement for processing and collection of the City’s parking citation accounts with a term of March 1, 2017 through February 28, 2022 with the option to extend the agreement for five (5) additional one-year terms upon mutual agreement.

B. On February 28, 2022 the parties agreed to extend the term of the agreement for one year ending on February 28, 2023.

C. On February 28, 2023 the parties agreed to extend the term of the agreement for one year ending on February 28, 2024.

D. The parties now desire to extend the term of the agreement to February 28, 2025 and to amend the Agreement as set forth in this Amendment.

2. Section 1 of the Agreement entitled “Term of Agreement” is hereby amended to read as follows:

“The term of this Agreement shall be from the Effective Date through February 28, 2025, unless sooner terminated as provided in Section 20 of this Agreement. The City may, upon mutual agreement, extend the contract for two (2) additional one- year terms. In no event shall the contract be extended beyond February 28, 2027.”

3. Except for the changes specifically set forth herein, all other terms and conditions of this Agreement shall remain in full force and effect.

The parties, through their duly authorized representatives, are signing this Third Amendment on the date stated in the introductory clause.

ATTACHMENT A
2 12923/0001/1924106-1

ATTACHMENT A
Attached hereto and incorporated herein is the additional scope of work and associated cost as provided by the Consultant.

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 14
Meeting: February 6, 2024
Title: Agreement between the City of Covina and Converse Consultants for Environmental Testing at 176 E. Badillo Street
Presented by: Brian K. Lee, Director of Community Development Recommendation: Authorize the City Manager to enter into a Professional Services Agreement with Converse Consultants and execute all related documents.

EXECUTIVE SUMMARY:

Frontier Communications owns property located at the southwest corner of Badillo Street and Second Avenue (175 E. Center Street and 176 E. Badillo Street). The property is developed with a communication “switch” station, administrative offices, storage, retail store space, and a parking lot. Frontier Communications has expressed a desire to sell a portion of the aforementioned property while maintaining the “switch” station portion of the structure and a small portion of the parking lot (the portion containing the emergency generator and electrical transformer).

The City of Covina has been evaluating if the portions of the Frontier Communications property that Frontier desire to sell could be utilized by the City for city purposes. As part of that due-diligence consideration, City staff needs to conduct studies and investigate the property, as well as evaluate the current building plans.

Part of the due diligence required is analysis of potential environmental hazards. Converse Consultants has prepared a proposal for an Asbestos, Lead-Based Paint, and other hazardous materials survey. The proposal also includes services for a Phase II Environmental Site Assessment. Staff recommends that the Professional Services Agreement with Converse Consultants be approved in order to begin the environmental testing process.

FISCAL IMPACT:

The cost for services under the Agreement is $25,900, which will be paid out of General Fund account 1010- 4000-51005.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

Not applicable.

Respectfully submitted,

12923-0001\1917425v3.doc

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated February 6, 2024 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”) and Converse Consultants, a California corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to perform an Asbestos and Lead Based Paint survey as well as a Phase II Environmental Site Assessment at 175 E. Center Street and 176 E. Badillo Street.

B. Consultant 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 Consultant and Consultant 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, 2024 unless sooner terminated as provided in Section 14 of this Agreement. The City may, upon mutual agreement, extend the contract for one (1) additional one-year term. In no event shall the contract be extended beyond June 30, 2025.

2. Compensation.:

A. Compensation. As full compensation for Consultant’s services provided under this Agreement, City shall pay Consultant the total flat sum of Twenty-Five Thousand Nine Hundred Dollars ($25,900) (the “maximum compensation”), 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, 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.

A. Additional Services. City shall not allow any claims for additional services performed by Consultant, unless the City Council and the Consultant Representative authorize the additional services in writing prior to Consultant’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.

ATTACHMENT A

12923-0001\1917425v3.doc

3. Consultant’s Services.

A. Scope of Services. Consultant 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.

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 Consultant Representative shall be Laura Tanaka, CDPH Lead Inspector/Assessor, Principal Environmental Scientist (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.

C. Time for Performance. Consultant 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.

C. Standard of Performance. Consultant 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.

D. Personnel. Consultant 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 Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant shall determine the means, methods, and details by which Consultant’s personnel will perform the services under this Agreement. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards.

E. Compliance with Laws. The Consultant 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 Consultant 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 Consultant to comply with this section.

F. Permits and Licenses. Consultant 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.

4. Method of Payment.

12923-0001\1917425v3.doc
A. Invoices. Consultant 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 Consultant's fees, it shall give written notice to Consultant 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 Consultant. For all reimbursements authorized by this Agreement, Consultant 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. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this agreement available during Consultant’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 Consultant. With respect to computer files containing data generated for the work, Consultant 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. Consultant 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 Consultant.

6. Independent Contractor.

A. Consultant 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 Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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 Consultant or any of Consultant’s employees. Consultant 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. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’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 Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Consultant shall acquire and maintain, at its sole cost and expense, such

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vehicles, equipment, and supplies as Consultant’s personnel require to perform any of the services required by this Agreement. Consultant shall perform the services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’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 Consultant from time to time for Consultant’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 Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of the services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

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.

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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.

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 Consultant or provided for performance of this Agreement are deemed confidential. Consultant 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. Consultant shall return all data to City upon the expiration or termination of this Agreement. Consultant’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.

9. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’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, Consultant may perform similar services for other clients, but Consultant 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 Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.

10. Indemnification.

A. Indemnities for Third Party Claims.

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1) To the fullest extent permitted by law, Consultant 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 Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant 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. Consultant 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. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant 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. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.

City may 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 Subparagraph A. 2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant 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 Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’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.

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B. Workers’ Compensation Acts not Limiting. Consultant’s indemnifications and obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant 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 Consultant 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 10 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. Consultant’s indemnifications and obligations under this Section 10 shall survive the expiration or termination of this Agreement.

11. Insurance.

A. Minimum Scope and Limits of Insurance. Consultant 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 One Million Dollars ($1,000,000) 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 Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant 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 Consultant does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11. 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 Consultant has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Consultant shall provide an executed declaration that it has no employees. 4) Errors and Omissions Insurance with minimum limits of Two Million Dollars ($2,000,000) per claim and in aggregate.

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B. Acceptability of Insurers. The insurance policies required under this Section 11 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 11.

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 11 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 Consultant’s insurance and shall not contribute with it.

E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant 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, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.

G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 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 11 is canceled or reduced in coverage or limits, Consultant 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 Consultant does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section 11, 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 Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

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I. Evidence of Insurance. Prior to the performance of services under this Agreement, Consultant 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 11. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant 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. Consultant 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 Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 10 of this Agreement.

K. Subcontractor Insurance Requirements. Consultant 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 11.

12. Mutual Cooperation.

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

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

13. Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of five (5) years. Consultant 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. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least seven (7) calendar days before the termination or suspension is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.

B. Obligations upon Termination. Consultant 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

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Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.

15. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant 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 Consultant’s reasonable control and not due to any act by Consultant.

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 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 Consultant’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 Consultant:

Attn:__Brian K. Lee_____ Attn: Laura Tanaka
City of Covina Converse Consultants
125 E. College Street| 717 S. Myrtle Avenue
Covina, California 91723 Monrovia, CA 91016

17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant 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.

Consultant 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. Consultant 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 Consultant 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 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or

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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 10, 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 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, B, C and D 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.

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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.

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 Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
[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: Chris Marcarello
Title: City Manager
Consultant:

Converse Consultants,
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

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ATTEST:

By:

Name: Fabian Velez
Title: Chief Deputy City Clerk
authorize only one person to sign this
Agreement on behalf of the corporation.)

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EXHIBIT A

APPROVED FEE SCHEDULE

Proposal –Asbestos, LBP & Other Hazardous Materials Survey & Phase II ESA 176 E Badillo Street, Covina, California
November 30, 2023
Converse Consultants
\\CC-MONROVIA3\COMMON\41-Enviro\21-41-190-00 (-06) City of Covina-Frontier\PSL 6 Time Frame/Schedule
It is anticipated that the time frame to complete the proposed Scope of Services is as follows:

Task Number of
Business Days
Asbestos, LBP and Other Hazardous Materials Survey 20
Phase II ESA 25
The analytical turnaround time is five (5) business days for the bulk asbestos samples and seven (7) business days for the soil samples.

Conditions and Fees
Converse services will be performed in accordance with the enclosed General Conditions (GC99-1), which form part of this proposal. Our services are for the sole benefit and exclusive use of the City of Covina and Frontier California Inc. in accordance with the General Conditions under which these services have been provided.

The fee for the Scope of Services described will be as follows:

Asbestos, LBP & Other Hazardous Materials Survey $ 10,700.00 Phase II ESA $ 15,200.00
Total Cost $ 25,900.00
The project will be billed on a lump sum basis. Payment terms are net 30 days.

Written authorization will be required to initiate our services. Written authorization via electronic mail (email) is acceptable. This proposal expires 60 days from its issuance, if not accepted within that time.

If hard copies of the report are requested in addition to the PDF file there will be an additional charge of $300.00 for each report. Additional professional services, including revisions to the scope of services, meetings, consultation with other parties, composition of reliance letters or detailed cost estimates are not included in the standard fee. Requested additional services can be provided on a time-and-materials basis.

No bulk PCB caulk or paint samples are proposed herein.

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EXHIBIT B

SCOPE OF SERVICES

Converse Consultants
Geotechnical Engineering, Environmental & Groundwater Science, Inspection & Testing Services 717 South Myrtle Avenue, Monrovia, CA 91016
Telephone: (626) 930-1200 ♦ Facsimile: (626) 930-1212 ♦ www.converseconsultants.com November 30, 2023
Mr. Rafael Fajardo
City of Covina
Department of Public Works
125 East College Street
Covina, California 91723-2199
Subject: PROPOSAL –
Asbestos, Lead Base Paint & Other Hazardous Materials Survey and Phase II Environmental Site Assessment
Eastern Portion of Former Frontier Building
176 E Badillo Street, Covina, California
Converse Project No. 21-41-190-00 (-06)
Mr. Fajardo:

Converse Consultants (Converse) appreciates the opportunity to present this proposal for an Asbestos, Lead-Base Paint (LBP) and Other Hazardous Materials Survey and a Phase II Environmental Site Assessment (ESA) at the referenced site.

Based on the information provided by the City of Covina (herein referred to as Client), it is Converse’s understanding that the City is considering acquiring the eastern portion of the building along with the majority of the associated parking lot (see attached map). referenced site.

If the City does acquire the site, the interior of the building will be renovated, and the parking lot will be redeveloped into residential housing. A Phase II ESA is being proposed in the area of an existing underground storage tank (UST) and associated generator building, which will be retained by Frontier. The City of Covina is proposing to redevelop the area surrounding the UST/generator building.

Scope of Services
Asbestos Survey
The Asbestos Survey will be limited to the predominant style of accessible materials that are present at the building. Based on Converse’s understanding of the property, and the client’s needs, budget and schedule as presented, the following Scope of Services is proposed:

Proposal –Asbestos, LBP & Other Hazardous Materials Survey & Phase II ESA 176 E Badillo Street, Covina, California
November 30, 2023
Converse Consultants
\\CC-MONROVIA3\COMMON\41-Enviro\21-41-190-00 (-06) City of Covina-Frontier\PSL 2

1. Visual survey of the structure(s) on-site for suspect asbestos-containing materials and homogeneous areas (areas that have uniform color, texture, and appearance). In addition, if construction plans and/or specifications are available, Converse can review these items to help in the identification of potential asbestos-containing materials (ACMs). Suspect materials will be divided into friable and non-friable materials. The homogenous materials will be placed in one of the following Environmental Protection Agency (EPA) categories:
• Surfacing Materials (sprayed or troweled-on materials) • Thermal Systems Insulations (materials generally applied to various mechanical systems)
• Miscellaneous Materials (any materials which do not fit in the above categories) Accessible interior and exterior areas (as noted below) will be sampled for the presence of asbestos. Samples of general building components (i.e., visually identical flooring material and ceiling tiles) will be assumed to be representative of materials used throughout the building. Converse will not make a second effort to survey buildings, or portions of buildings, not accessible during the field reconnaissance.

2. Suspect hardscapes materials such as concrete, mortars and asphalt will be sampled.

However, sample locations will not be patched.

3. Suspect buried items underneath soil or foundations, such as vapor barriers, liners, mastics and pipes, are excluded from the proposed Scope of Services.

4. No destructive sampling methods will be employed during this survey. Therefore, the following items, including but not limited to, will not be sampled during the survey.

These items will only be inventoried.
• Mirror mastics • Paneling adhesives
• Ceiling tile mastics (concealed spline) • Tile grout & underlayment materials • Fire doors • Sink/sink piping gaskets
• Void spaces between walls, floors and ceilings

5. Collect samples of suspect ACMs in representative homogenous areas determined by visual examination and review of plans. Up to 113 bulk samples will be collected following accepted EPA procedures and will be analyzed for asbestos content. If additional sampling is necessary, City of Covina will be notified of all additional costs.

The additional sampling will not be completed without prior authorization of the Client.

Proposal –Asbestos, LBP & Other Hazardous Materials Survey & Phase II ESA 176 E Badillo Street, Covina, California
November 30, 2023
Converse Consultants
\\CC-MONROVIA3\COMMON\41-Enviro\21-41-190-00 (-06) City of Covina-Frontier\PSL 3 The strategy for the collection of asbestos samples will be in general accordance with EPA guidance document “Asbestos in Buildings: Simplified Sampling Scheme for Friable Surfacing Materials", EPA 560/5-85-030a, October 1985, 40 CFR 763 (AHERA), and appropriate air pollution control district regulations. According to OSHA Regulation 29 CFR 1926.1101, a minimum of three samples must be collected of each suspect ACM.

6. During the collection of bulk samples, damage to the materials sampled is often necessary to obtain representative samples. Converse will attempt to collect the bulk samples in inconspicuous locations (behind doors, in closets, in corners); however, it will not always be possible, and sample locations will be visible to the owner/occupant/tenant.

Converse will patch interior plaster/drywall sample locations and exterior stucco walls with caulk/patching materials. However, Converse will not be held responsible for the quality or usefulness of the patching repairs.

Samples of vinyl flooring materials, baseboards and carpeting will be encapsulated with spray adhesive or lacquer, but holes and cuts in the materials will be present.

Typically, the bulk samples that will be collected are approximately 1.5-inches in diameter or a 1-inch square, and it would be collected to the substrate. Mastics from carpet and baseboards will be scraped from underneath/behind the materials; however, cuts and holes will be present.

7. Samples collected will be processed for shipment to an accredited laboratory following EPA protocol and chain-of-custody procedures. Samples at the laboratory will be analyzed, on a normal turnaround basis (5 business days), for asbestos content using polarized light microscopy (PLM). Laboratory results which indicate a trace amount of asbestos (less than one percent) will be reported as ACMs unless supplemental point count analysis is approved by Client at an additional cost.

The results of the survey will be evaluated to determine if asbestos-containing building materials are present in the collected and analyzed samples. The analytical test results will be presented together with the sample locations, a list of materials surveyed found to contain asbestos, and a field generated sample location map. An electronic file (PDF format) of the final document will be provided to the Client.

LBP Survey
The LBP Survey will be limited to the predominant style of accessible painted components that are present at the building. The survey will be performed using a direct reading x-ray fluorescent (XRF) device. No bulk paint chips samples will be collected during the survey.

Based on Converse’s understanding of the property, and the client’s needs, budget and schedule as presented, the following Scope of Services is proposed:

Proposal –Asbestos, LBP & Other Hazardous Materials Survey & Phase II ESA 176 E Badillo Street, Covina, California
November 30, 2023
Converse Consultants
\\CC-MONROVIA3\COMMON\41-Enviro\21-41-190-00 (-06) City of Covina-Frontier\PSL 4

1. Visual survey of the building on-site for representative painted surfaces. Accessible areas will be sampled for the presence of LBPs. Samples of general building components (i.e., visually identical surface paints) will be assumed to be representative of materials used throughout the building.

2. The limited survey is intended to identify representative painted surfaces. The survey is not intended to identify all painted surfaces or comply with Housing and Urban Development (HUD) Guidelines.

The results of the survey will be evaluated to determine if lead is present in the surveyed paints. The XRF logs will be provided in the final report. The logs will contain the following information: paint color of component tested, type of substrate, lead concentration, and condition of paint. The results of the LBP Survey will be incorporated into the Asbestos Survey report.

Inventory of Other Hazardous Materials
Converse will inventory the following within the building:
• Fluorescent Light Fixtures and light tubes
• Thermostats
• Illuminated fire exit signs
• Drums and/or containers of Hazardous Materials
The fluorescent light fixtures, thermostats and fire exit signs will not be disassembled. These items will only be inventoried.

Converse will assume one ballast is located within each florescent light fixture.

All homogenous light fixtures will be assumed to be the same through the building.

Drums and/or containers of chemicals or hazardous materials will also be inventoried. Unlabeled drums or containers will not be opened by Converse.

The inventory will be provided in a section of the Asbestos and LBP Survey Report.

Phase II ESA
The objective of the Phase II ESA is to evaluate if any soil contamination is present that has impacted the proposed new City parcels. The UST and associated generator building are to be retained by Frontier and are not a part of the proposed City acquisition.

Proposal –Asbestos, LBP & Other Hazardous Materials Survey & Phase II ESA 176 E Badillo Street, Covina, California
November 30, 2023
Converse Consultants
\\CC-MONROVIA3\COMMON\41-Enviro\21-41-190-00 (-06) City of Covina-Frontier\PSL 5 • Project Set Up:

Underground Service Alert (USA) will be notified at least 48 hours prior to completing borings. Prior to advancing each boring, locations of nearby underground (UG) utilities and other UG structures will be evaluated by surface observation of the proposed boring locations for features such as nearby manholes, utility vaults, or surface features served by UG utilities. • Field Activities:

Three (3) borings will be advanced to maximum depths of 25-feet below ground surface (bgs) using direct push (Geoprobe) technology. The boring locations will be placed as close as possible to the UST but within the proposed City parcels. Soil samples will be collected from each of the borings at depths of 5, 10, 15, 20, and 25 feet bgs in acetate sleeves. A portion of each sample will be placed into a sealable bag for lithologic evaluation and screened with a photoionization detector (PID).

Split samples will be provided to the Frontier representative. The Frontier representative must be present on the day of the sampling as Converse will not be preparing the spilt samples.
• Laboratory Analyses:

Three (3) soil samples per boring (9 total) will be analyzed for total petroleum hydrocarbons (TPH) by EPA Method 8015M; and two (2) samples per boring (6 total) will be analyzed for metals by EPA Method 6010/7470. • Report Preparation:

The results will be presented in a Phase II ESA Report. Included in the report will be a summary of the fieldwork and methodologies, as well as a discussion and summary of the analytical results.

Converse will also present our conclusions and recommendations for further assessment, potential mitigation measures, or remedial activities, if any.

Copies of boring location maps, summary tables of sample analytical results, and laboratory analytical reports with chain of custody documentation will be provided in the report. An electronic file (PDF format) of the final report will be provided to the Client.

Our services will be completed under the responsible charge of a California Professional Geologist (PG) or Professional Engineer (PE).

Proposal –Asbestos, LBP & Other Hazardous Materials Survey & Phase II ESA 176 E Badillo Street, Covina, California
November 30, 2023
Converse Consultants
\\CC-MONROVIA3\COMMON\41-Enviro\21-41-190-00 (-06) City of Covina-Frontier\PSL 6 Time Frame/Schedule
It is anticipated that the time frame to complete the proposed Scope of Services is as follows:

Task Number of
Business Days
Asbestos, LBP and Other Hazardous Materials Survey 20
Phase II ESA 25
The analytical turnaround time is five (5) business days for the bulk asbestos samples and seven (7) business days for the soil samples.

Conditions and Fees
Converse services will be performed in accordance with the enclosed General Conditions (GC99-1), which form part of this proposal. Our services are for the sole benefit and exclusive use of the City of Covina and Frontier California Inc. in accordance with the General Conditions under which these services have been provided.

The fee for the Scope of Services described will be as follows:

Asbestos, LBP & Other Hazardous Materials Survey $ 10,700.00 Phase II ESA $ 15,200.00
Total Cost $ 25,900.00
The project will be billed on a lump sum basis. Payment terms are net 30 days.

Written authorization will be required to initiate our services. Written authorization via electronic mail (email) is acceptable. This proposal expires 60 days from its issuance, if not accepted within that time.

If hard copies of the report are requested in addition to the PDF file there will be an additional charge of $300.00 for each report. Additional professional services, including revisions to the scope of services, meetings, consultation with other parties, composition of reliance letters or detailed cost estimates are not included in the standard fee. Requested additional services can be provided on a time-and-materials basis.

No bulk PCB caulk or paint samples are proposed herein.

Proposal –Asbestos, LBP & Other Hazardous Materials Survey & Phase II ESA 176 E Badillo Street, Covina, California
November 30, 2023
Converse Consultants
\\CC-MONROVIA3\COMMON\41-Enviro\21-41-190-00 (-06) City of Covina-Frontier\PSL 7 Converse’s services are performed in a professional manner with the best interest of our Client in mind. Work is performed with care, exercising the customary thoroughness and competence of consulting professionals in the relevant disciplines, in accordance with the standard for professional services at the time and location those services are rendered.

The most comprehensive scope of services may fail to detect asbestos-containing materials, LBPs or other forms of contamination on a particular site. Therefore, Converse cannot act as an insurer or “certify” that a site is free of asbestos-containing materials or LBPs or contamination.

Supplemental analyses to evaluate asbestos content at low percentages, such as 1,000- point count analysis, may be necessary to distinguish between ACMs, asbestos-containing construction materials (ACCMs) and non-ACMs. Converse has not included a cost estimate for point-counting as a part of the proposed Scope of Services. Laboratory results which indicate a trace amount of asbestos (less than one percent) will be reported as ACMs unless supplemental point count analysis is approved by Client. Supplemental 1,000-point count analysis can be completed. Costs and turnaround times will be provided as necessary.

Analysis by Transmission Electron Microscopy (TEM) can be used to further evaluate asbestos content in bound matrices. No bulk TEM analysis is budgeted in the proposed Scope of Services. Supplemental qualitative TEM analysis can be completed. Costs and turnaround times will be provided as necessary.

The soil boring locations and actual samples to be analyzed may differ than what is stated in the Scope of Services depending on field conditions. In the event that conditions are encountered that are significantly different than those anticipated, services not specifically proposed herein may be required in order to achieve the objective of this assessment.

Converse will not proceed with these unanticipated services without receipt of a written authorization and agreement to the additional services. In the event that the scheduled Scope of Services cannot be performed due to circumstances beyond our reasonable control, the Client will be responsible for the labor and equipment cost incurred.

The soil borings will be backfilled with hydrated bentonite chips. As a result, the surface may settle or bulge over time. We recommend the owner monitor the boring sites and address any mounding or settlement depressions that might occur to prevent trip and fall injuries from occurring near the backfilled boring locations.

The above Scope of Services assumes that any utilities existing in the general area of the proposed work will not limit or be affected by investigative activities. Please note that performing the borings and moving exploration equipment to the test boring locations may cause damage to existing lawns, pavements and vegetation. Converse will make every reasonable effort to limit damage. However, this proposal does not include any services for work required to restore the Property to its original condition,

Proposal –Asbestos, LBP & Other Hazardous Materials Survey & Phase II ESA 176 E Badillo Street, Covina, California
November 30, 2023
Converse Consultants
\\CC-MONROVIA3\COMMON\41-Enviro\21-41-190-00 (-06) City of Covina-Frontier\PSL 8 including backfilling of settled area, seeding, sodding, landscaping, repaving, or repair of underground piping and utilities.

It should be recognized that this proposal and its Scope of Services are proprietary in nature, and as such, may not be used as a specification or bidding document for and/or by others without the express prior written consent of Converse Consultants.

Converse understands that the Client is the only intended user of the document. If it is the intent to have other parties rely on this report, they must be identified on the Acceptance of Agreement and Authorization to Proceed form. If third party reliance requirements change, Client agrees with Converse Consultants that, to be valid, such request must be received within 180 days of the date of submission indicated on the title page of referenced report. Client and Converse Consultants also agree to the following:
• Reliance must be authorized through Converse Consultants’ standard reliance agreement.
• The party seeking reliance must agree to accept the same terms and conditions Client accepted.
• The third party must agree to abide by the same qualifications and limitation contained in any of Converse Consultants’ instruments of professional service. • Client and/or third party must pay a reliance fee of $1,000 (one thousand dollars) that considers the additional administrative burdens, increased costs incurred and risk assumed by Converse.

Closure
Thank you for this opportunity to be of service. Should you have questions regarding this proposal, please contact Laura Tanaka at (626) 930-1261.

Sincerely,

CONVERSE CONSULTANTS
Michael Van Fleet, PG Laura Tanaka, CAC, Lead Certified Senior Geologist Principal Environmental Scientist
Encl: General Conditions (GC 99-1)
Map
Dist: 1/Addressee via Electronic Mail

Converse Consultants GC99-1

CONVERSE CONSULTANTS
General Conditions –
Right of Entry
Client warrants to Converse that it has full legal right to authorize Converse's entry upon the real property where Converse's services are to be performed ("Site" herein) and upon all property, if any, required for ingress and egress to the Site.

Client authorizes Converse to enter upon the Site and such adjoining property as is necessary to allow Converse to perform its services.

Converse will take reasonable precautions to minimize any damage to the Site; however, Client acknowledges that during the normal course of the performance of Converse's services, some damage to the Site may occur. The correction of any damage to the Site (surface or subterranean) shall be the obligation of the Client.

Information Supplied by Client
Client warrants the accuracy of any information supplied by it to Converse, acknowledges that Converse will not verify the accuracy of such information, and agrees that Converse is entitled to rely upon any such information.

Client shall immediately notify Converse in writing of any data, information or knowledge in the possession of or known to Client relating to conditions existing at the Site and shall provide Converse with the location, size and depth of any and all underground tanks, piping or structures existing upon the Site.

Client shall defend, indemnify and save harmless Converse, its officers, agents and employees from and against any and all claims, costs, suits and damages, including attorneys' fees, arising out of errors, omissions and inaccuracies in documents and information provided to Converse by Client.

Ownership of Data and Documents; Samples
All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates and other documents prepared by Converse shall remain the sole property of Converse.

Client shall have the right to the use of all data, recommendations, proposals, reports, design criteria and similar information provided to it by Converse ("information" herein); provided, however, that the information shall not be used or relied upon by any party other than Client, save and except as may be required by the design and licensing requirements of the project for which the information is provided; further, such use shall be limited to the particular site and project for which the information is provided. To the extent Client utilizes Converse’s information by providing or making the same available to any third party (a) Client agrees to give written notice to any such third party that it may not utilize or rely on any aspect of Converse’s information and (b) Client agrees to defend, indemnify and hold Converse harmless against any and all claims, demands, costs, losses, damages and expenses, including attorneys fees, that may be asserted against or sought from Converse by any such third party.

Client's right to the use of the information is expressly conditioned upon Client's prompt payment to Converse of all sums due under the Client/Converse agreement. In the event of Client's nonpayment or partial payment of said amounts, Client agrees that it shall not use any of the information for any purpose whatsoever and shall return the same to Converse within 2 business days upon demand.

Converse will retain all samples of soil, rock or other materials obtained in the course of performing its services for a period of thirty (30) days. Thereafter, further storage or transfer of samples to Client may be made at Client's expense upon written request from Client to Converse received by Converse prior to the expiration of the 30-day period.

Converse shall retain permanent records relating to the Converse services for a period of five (5) years following submittal of Converse's report, during which period the records will be made available to Client upon reasonable notice given by Client and upon payment to Converse of an amount sufficient to reimburse Converse for its necessary and reasonable expenses in making said records available.

Standard of Care and Professional Responsibility
Client acknowledges that the services to be performed by Converse involve the use of tests, calculations, analyses and procedures which are in a constant state of development, improvement and refinement and that, as such, improvements, changes in methods, and modifications of procedures have been made in the past, are now being made, and are expected to continue to be made in the future.

Further, Client recognizes that, while necessary for investigations, commonly used exploration methods, such as drilling borings or excavating trenches, involve an inherent risk. For example, exploration on a site containing contaminated materials may result in inducing crosscontamination, the prevention of which may not be complete using presently recognized sealing methods.

Client recognizes that the state of practice, including but not limited to the practice relating to contamination or hazardous waste conditions, is changing and evolving and that standards existing at the present time may subsequently change as knowledge increases and the state of the practice continues to improve.

Client recognizes that projects containing contaminated materials may not perform as anticipated by Client, even though Converse's services are performed in accordance with the level of care and skill required of it. Further, certain governmental regulations relating to hazardous waste sites may purport to require achievement of results which cannot be accomplished in an absolute sense. It is recognized that a satisfactorily designed, constructed and maintained monitoring system may assist in the early detection of environmental changes allowing for early correction of problems. Unless it is specifically included in the scope of services to be performed by Converse, Client understands that Converse shall not perform such monitoring.

The services to be provided by Converse pursuant to the agreement to which these General Conditions are a part shall be provided in accordance with generally accepted professional engineering, environmental, and geologic practice in the area where these services are to be rendered and at the time that services are rendered. Client acknowledges that the present standard in the engineering and environmental professions does not include, and Converse does not extend to Client, a guarantee of perfection of the work contemplated hereby; further, that even in the exercise of normal and reasonable care, errors or omissions may from time to time occur. Except as expressly set forth in these General Conditions, no other warranty, express or implied, is extended by Converse.

Converse shall have no duty to supervise, coordinate or otherwise be involved in the performance of services or work by any third party consultant, contractor or subcontractor.

Where Converse's services involve field observation of grading, filling and compaction (or any of them), it is agreed:
a. That Converse shall in no way be responsible for the manner in which such work is performed by any third party.
b. That in the event Converse is to provide periodic observation, Client acknowledges that Converse cannot be responsible for any work performed at a time or times when Converse was not performing its observation services.

Converse will not provide an opinion concerning the performance of any third party, save and except to the extent that said work was in fact observed and tested by Converse during the course of construction.
c. That where Converse's services include continuous observation, Client agrees not to allow grading, filling or compaction to be performed at any time or times when Converse is not physically present upon the Site and shall restrict the amount and extent of such grading, filling and compaction to that which can be properly observed by Converse personnel present on the Site. d. That in the event Converse is to conduct test borings for Client, Client acknowledges that the accuracy of said test borings relates only to the specific location in which the boring itself was performed and that the nature of many sites is such that differing subsurface soil characteristics can be experienced within a small distance. As such, Client acknowledges that greater accuracy is obtained when the number of test borings is increased.

Technical Limitations
Client acknowledges and agrees that: (1) it is unreasonable to expect Converse to be able to completely evaluate subsurface conditions, even after the most comprehensive exploratory program; (2) site conditions change frequently due to the passage of time, human activities, and climatic conditions and uncertainties are therefore inherent in the nature of Converse’s services and impossible to avoid; (3) the identification of geotechnical and environmental conditions and the prediction of future or concealed conditions is an inexact scientific endeavor; (4) the state of the art of geotechnical and environmental practice is such that Converse cannot guarantee that its recommendations will prove adequate on this project and the Client assumes the risk of any such failure, except as otherwise provided in these General Conditions and that (5) these General Conditions contains specific LIMITATIONS OF LIABILITY.

Indemnity of Client and Limitation of Liability
Converse shall indemnify Client, its officers, directors, agents or employees from any claim, demand or liability arising from personal injury or property loss or damage caused by the sole negligence or willful misconduct of Converse.

Anything to the contrary in the agreement to which these General Conditions are attached or in these General Conditions notwithstanding, Converse's liability shall be limited to the lesser of the fees charged to Client by Converse for the services performed for Client, or the sum of fifty thousand dollars. Client may, at its option, increase the maximum amount for which Converse shall be liable by payment of an additional fee.

For the maximum liability sum of one hundred thousand dollars, the additional amount to be paid shall be four percent of the total Converse fee charged hereunder; for the maximum liability sum of one million dollars, the additional amount to be paid shall be five percent of the total Converse fees charged hereunder Client acknowledges and agrees that its recovery, if any, shall be satisfied, in the first instance, from the proceeds of Converse’s insurance, and to the extent of any deficiency in the available insurance proceeds, then and only then, by Converse.

Client acknowledges that Converse has agreed to charge Client a reduced fee for services in exchange for the above limitation of liability and that said reduction in fees is consideration for said limitation.

Client shall defend and save harmless Converse, its officers, directors, agents and employees from all liability, claims and demands, including expenses of suit and

Converse Consultants GC99-1
reasonable attorneys' fees arising from personal injuries, including disease and death, property loss or damage, injury to others (including personnel of Client, Converse or subcontractors performing work hereunder), and air or ground pollution or environmental impairment arising out of or in any manner connected with or related to the performance of Converse's services, except where there is a judicial determination that such injury, loss or damage shall have been caused by the sole negligence or willful misconduct of Converse. Client acknowledges that Converse has charged Client a reduced fee for services to be performed by it in exchange for this hold harmless and that the reduction in fees is consideration for said hold harmless provision.

Converse will not be liable for consequential damages of any kind, nature or description.

Hazardous Waste, Pollution and Health Hazard Projects ("Hazardous Projects" Herein) Prior to the commencement of services by Converse on any hazardous project, Client agrees to advise Converse in writing of any known hazardous waste or materials existing on or near the Site or if any of said services are to be performed in an area where dust, fumes, gas, noise, vibrations or other particulate or nonparticulate matter is in the atmosphere where it raises a potential or possible health hazard or nuisance to anyone working within the area.

Anything in these General Conditions notwithstanding, Client shall indemnify and hold Converse, its officers, directors, agents, servants and employees, harmless from any claim, demand or action brought by any party whomsoever, including employees of Converse which claim, demand or action is based upon injury or damage caused or alleged to have been caused by hazardous wastes or hazardous materials whether or not such waste or materials were known to exist prior to the commencement of services.

Client agrees to be responsible for the removal and disposal of any hazardous waste uncovered as a result of the site investigation, including drill cuttings, unless specifically included within the scope of work
It is agreed that the discovery of unanticipated hazardous materials constitutes a changed condition mandating an immediate renegotiation of the scope of services or termination of services. Converse will at all times endeavor to perform in a faithful and trustworthy manner.

Client understands that Client or Converse may be required by local and/or state and/or federal statute to report the discovery of hazardous materials to a government agency. Client also understands that Converse may be required by local and/or state and/or federal statute to report the discovery of hazardous materials to a government agency, and that Converse, when practical, will do so only after notifying Client. In the event Converse discovers hazardous material that we believe poses an immediate threat to public health and safety, Converse will use its best judgment to notify appropriate emergency personnel for immediate containment.

Client agrees to take no action of any kind against Converse when Converse makes a goodfaith effort to fulfill its obligations.

Client's Responsibilities
Client shall immediately provide Converse with full information in writing as to Client's requirements for the services to be provided by Converse and shall designate in writing within five (5) days of the effective date of the agreement to which these General Conditions are a part, a representative to act on Client's behalf in conjunction with the services to be provided hereunder. Client shall promptly review all documents, reports, data and recommendations submitted by Converse and shall communicate with Converse concerning such reviews for the purpose of avoiding delay in the performance of the services to be rendered by Converse.

Client shall notify any third party who may perform on the Site of the standard of care being undertaken by Converse pursuant hereto and of the limitations of liability contained herein.

Client shall require as a condition to the performance of any such third party a like indemnity and limitation of liability on their part against Converse.

Confidentiality
Converse shall hold all information provided to it by Client and the results of the work performed by it confidential and shall not disclose the same to any third party except where required by Governmental regulatory agencies or as otherwise required by law.

Disputes
Converse shall have the right to bring a legal action in a state or federal court against Client for any sums due or alleged to be due to it or for services rendered. Except for this right, Converse and Client agree that as an express condition to the right of either party to bring a legal action against the other, they shall first submit any dispute to mediation by a neutral person acceptable to both parties.

Each party shall bear its own attorneys' fees, costs and other expenses, except that each party shall be responsible and pay for one-half of the costs and expenses of the mediator.

In the event that legal action is required, the prevailing party shall be entitled to recover all of its costs incurred in connection therewith including, without limitation, staff time, court costs, attorneys' fees, consultant and expert witness fees and any other related expenses. In this regard, in order to make the prevailing party whole, the parties acknowledge and agree that the prevailing party shall be entitled to recover all of its costs incurred in connection with the legal action and shall not be limited to “reasonable attorneys fees” as defined in any statute or rule of court.

The obligations, responsibilities, warranties and liabilities of the parties shall be solely those expressly set forth herein. Remedies and limitations of liability shall apply regardless of whether an action is brought in contract, or is based on either party’s negligence, or another theory of law. All of the rights, remedies, obligations, terms, conditions and limitations of liability stated herein shall extend collectively to and be binding upon the parties’ partners, joint ventures, licensors, successors, assigns, insurers, and affiliates. Client and Converse agree that any legal action with respect to the services to be performed under these General Conditions shall be brought against the parties, and not against individual officers, employees or former employees of the parties. All legal actions by either party against the other for breach of these General Conditions or for the failure to perform in accordance with the applicable standard of care, however framed, that are essentially based upon such breach or failure shall be barred two (2) years from the time claimant knew or should have known of its right to make a claim, but, in any event, not later than four (4) years from substantial completion of Converse’s services.

Jobsite Safety
Converse shall be responsible for its activity and that of its employees on the Site. This shall not be construed to relieve the Client, its general contractor or any subcontractor of their obligation to maintain a safe jobsite.

Neither the professional activities nor the presence of Converse or its employees and subcontractors shall be understood to control the operations of others, nor shall it be construed to be an acceptance of the responsibility for jobsite safety.

Converse will not direct, supervise or lay out the work of the Client, contractor, or any subcontractors. Converse's services will not include a review or evaluation of the adequacy of the contractor's safety measures on or near the Site.

Schedules
Unless otherwise specified in the agreement, Converse shall be obligated to perform within a reasonable period of time. Converse shall not be responsible for delays in the completion of its services created by reason of any unforeseeable cause or causes beyond the control and/or without the fault or negligence of Converse, including but not restricted to acts of God or the public enemy, acts of the Government of the United States or of the several states, or any foreign country, or any of them acting in their sovereign capacity, acts of other contractors with Client, fire, floods, epidemics, riots, quarantine restrictions, strikes, civil insurrections, freight embargoes, and unusually severe weather.

Should completion of any portion of the services to be rendered by Converse be delayed beyond the estimated date of completion for any reason which is beyond the control of or without default or negligence of Converse, then and in that event Client and Converse shall mutually agree on the terms and conditions upon which the services may be continued or terminated.

Invoices
Converse shall submit monthly progress invoices to Client, and a final bill shall be submitted upon completion of the services. Within thirty (30) days after receipt of an invoice, Client shall pay the full amount of the invoice. If Client objects to all or any portion of any invoice, it shall so notify Converse of the same within fifteen (15) days from the date of receipt of said invoice and shall pay that portion of the invoice not in dispute, and the parties shall immediately make every effort to settle the disputed portion of the invoice.

If Client fails to make payment within thirty (30) days after receipt of an invoice, then Client shall pay an additional monthly service charge of one and one-half percent (1½ %) on all such amounts outstanding. The additional charge shall not apply to any disputed portion of any invoice resolved in favor of Client. In the event Client fails to pay any undisputed amount to Converse when due, Converse may immediately cease work until said payment together with a service charge at the rate of 1½ % per month, as specified above, from the due date has been received. Further, Converse may, at its sole option and discretion, refuse to perform any further work irrespective of payment from Client.

In the event that all or any portion of the 1½ % service charge provided for herein is deemed to be an interest charge, then and in that event said interest charge shall be limited to the maximum amount legally allowed by law.

Client acknowledges Converse’s fee schedules are revised annually and agrees that the fee schedule in effect at the time the services are performed shall apply to such services.

Insurance
Converse represents that it now carries, and will continue to carry during the term of the contract to which these General Conditions are a part, Workers Compensation insurance and that, if requested, Converse shall provide to Client certificates as evidence of the aforementioned insurance.

Assignments
Client shall not assign this contract or any portion thereof to any other person or entity without the express written consent of Converse. Nothing contained in this contract or any part thereof shall be construed to create a right in any third party whomsoever, and nothing herein shall inure to the benefit of any third party.

Severability
If any provision of these General Conditions is finally determined to be contrary to, prohibited by, or invalid under applicable laws or regulations, such provision will be renegotiated so as to give effect to the intent of the parties to the maximum possible extent. Such determination and renegotiation shall not affect of invalidate the remaining provisions or these General Conditions.

Governing Law
These General Conditions shall be governed by and construed under the laws of the State of California.

Best,
Alana
From: Laura A. Tanaka <[email protected]> Sent: Tuesday, November 28, 2023 11:15 AM
To: Alana Spector <[email protected]>

CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. NB 1
Meeting: February 6, 2024
Title: Consideration to Amend Covina Municipal Code Section 2.04 Related to City Council Compensation and Adopt Resolution CC 2024-07 Related to Elected Officials Compensation Pursuant to Senate Bill 329
Presented by: Chris Marcarello, City Manager
Candice Lee, City Attorney
Recommendation: Waive full reading and introduce Ordinance 24-01, entitled An Ordinance of the City Council of the City of Covina, California, Amending Chapter 2.04 of the Covina Municipal Code to Add a New Section Pertaining to Compensation of the Mayor and City Councilmembers pursuant to Senate Bill 329 and Adopt Resolution CC 2024-07, Related to Elected Officials Compensation.

EXECUTIVE SUMMARY:

In June 2023, the Governor signed SB 329, which amends California Government Code section 36516, effective January 1, 2024, to increase the maximum salaries set forth in Section 36516 to adjust for inflation since 1984.

Recognizing that the statutory compensation levels had not been adjusted for nearly forty (40) years, the Legislature’s stated purpose of the bill seeks to reduce economic barriers for service on a City Council, helping to attract individuals from varying income levels and encouraging greater diversity among City Council members throughout the State. The City’s current compensation for City Council members was established in 1988 in the amount of $400 per month and any adjustments to compensation would take effect after the results are certified for the next City Council election, which is expected to take place in March 2024 and be certified in April 2024.

DISCUSSION:

The maximum monthly city council compensation for general law cities must be approved by ordinance, pursuant to the Government Code. As such, the City’s current compensation for City Council members was established in 1988 in the amount of $400 per month (Ordinance No 88-1667). Pursuant to SB 329, general law cities may adjust salaries according to their population as follows:
 Cities up to and including 35,000 in population, up to and including $950 per month;  Cities up to and including 35,000 up to and including 50,000 in population, up to and including $1,275 per month;
 Cities over 50,000 up to and including 75,000 in population, up to and including $1,600 per month;  Cities over 75,000 up to and including 150,000 in population, up to and including $1,900 per month;  Cities over 150,000 up to and including 250,000 in population, up to and including $2,550 per month;  Cities over 250,000 population, up to and including $3,200 per month.

Additionally, Government Code 36516 states that the population of a City shall be determined by the last preceding federal census, a subsequent census, or an estimate validated by the California Department of Finance.

Accordingly, it was determined that the City of Covina’s population is as follows:

U.S. Census Bureau
COUNTY/CITY 2020
Covina 51,268
https://data.census.gov
California Department of Finance
COUNTY/CITY 4/1/2020 1/1/2021 1/1/2022 1/1/2023
Covina 51,315 51,279 50,690 50,350
https://dof.ca.gov/forecasting/demographics/estimates
Based on this information, a general law city with a population of between 50,000 and 75,000 may pay city councilmembers compensation of up to $1,600 per month. Given that the City of Covina’s population now exceeds 50,000 people, the draft ordinance proposed to amend Chapter 2.04 of the Covina Municipal Code (“City Council”) to add a new section – 2.04.050 (“Compensation”) – to provide councilmembers a salary of $1,600 per month, consistent with SB 329. In subsequent years, the salary may be adjusted further based on inflation, or 5% annually from the last operative date. An ordinance cannot provide for automatic increases or adjustments, and all future adjustments must be made by ordinance. Compensation changes may be effective only when one or more city councilmembers start a new term.

Other Elected Officials
SB 329 does not include any similar provisions regarding compensation for other elected officials, such as the City Clerk or the City Treasurer. However, Government Code Section 36517 permits the City Council to set such compensation by resolution. As such, the City Council may desire to consider a proportionate adjustment of the City Clerk and City Treasurer compensation amounts. Resolution CC 2024-07 has been drafted for the City Council’s consideration, and as drafted, would increase monthly compensation from $200 per month to $600 per month. Although not specifically required by law, as drafted, the proposed adjustment in compensation for the City Clerk and City Treasurer would take effect at the same time as the City Council compensation changes.

FISCAL IMPACT:

The financial impact of the proposed compensation adjustments is $18,000 for the remainder of Fiscal Year 2023-

24. If adopted, the City Council would consider an appropriation in conjunction with the mid-year budget review scheduled at an upcoming meeting.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

The introduction of this ordinance is not a “project” as defined in Public Resources Code Section 21065 and not subject to CEQA review.

ATTACHMENT A
ORDINANCE 24-01

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, AMENDING CHAPTER 2.04 (CITY COUNCIL) OF THE COVINA MUNICIPAL CODE TO ADD A NEW SECTION 2.04.050
(COMPENSATION) PERTAINING TO COMPENSATION OF THE

MAYOR AND CITY COUNCILMEMBERS

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

The City Council finds and declares that:

A. Effective January 1, 2024, SB 329 revised Government Code Section 36516 to permit general law cities, such as the City of Covina, to increase the maximum compensation amounts payable to members of the City Council up to a statutory limit based on city population; B. SB 329 was adopted to “reset” city council salaries to take into account that the salary amounts listed in the Government Code had not been revised in 40 years (i.e., since 1984) and thus had not kept pace with inflation. Moreover, in adopting SB 329, the State Legislature found and declared that allowing cities to adjust council member salaries would help city councils become more diverse and would encourage more persons to consider public service as council members because the increased compensation could help individuals from across different income levels receive sufficient income to help ensure that they can continue to serve and support their families;
C. Compensation paid to the Covina Mayor and Members of the City Council has not been changed since 1988, which is a period of 36 years; and D. Increasing the compensation paid to the Mayor and Members of the City Council also may help remove economic barriers to service in City office and help to encourage more individuals to run for office; and
E. The City Council hereby specifically finds that all of the facts set forth in the recitals of this Ordinance are true and correct and are incorporated herein as if set forth in full.

Pursuant to Government Code Section 36516(g)(2), the City Council makes the following findings demonstrating the need for the increased compensation as follows: (i) the statewide compensation schedule for city council members of general law cities, which includes the City of Covina, has not been adjusted since 1984, meaning that city council compensation has not kept pace with inflation; (ii) California has had an approximate 300% increase in the cost of living since 1984; (iii) the privilege to serve on the city council requires the expenditure of significant time during weekdays and weekends to attend meetings of the City as well as other meeting assignments as well as attend events in the community; (iv) city council service also involves time and work in reviewing staff reports, other agenda reports, legal documents, and state legislation that would impact the city; attending to representative assignments at regional government body meetings; staying informed on current local and state issues; and reviewing financial materials, budgets and reports among the many duties of a council member; and (v)

Ordinance 24-01 Page 2 of 3
increasing city council compensation will reflect the time and work being performed by members of the city council but more importantly, will create opportunities to assist the city in encouraging that its council become more diverse as stated by the findings of Senate Bill 329 and that increased compensation can help individuals from across different income levels receive sufficient income from their service to help ensure that they can continue to serve the public and support themselves and their families.

Chapter 2.04 (City Council) of the Covina Municipal Code is hereby amended to add a new Section 2.04.050 (Compensation) to read as follows:
“2.04.050 Compensation.

Pursuant to Government Code Section 36516 or any successor statute, the Mayor and each member of the City Council shall receive a salary of $1,600 per month. The salary of the Mayor and members of the City Council may be changed in the manner provided by law.” The adoption of this Ordinance is not a “project” as defined in Public Resources Code Section 21065 and not subject to CEQA review.

If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance or the application thereof to any person or place, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remainder of this ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each and every section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional.

Pursuant to Government Code Section 36516.5, the adjustment in compensation for all City Council members provided by this Ordinance shall not take effect until the commencement of the terms of any new City Council members or re-elected City Council members following the general municipal election to be held in March 2024. When such adjustment takes effect, Ordinance No. 88-1667 shall be repealed.

The City Clerk shall certify to the passage of this Ordinance and shall cause the same to be entered in the book of original ordinances of said City; shall make a minute passage and adoption thereof in the records of the meeting at which time the same is passed and adopted; and shall, within fifteen (15) days after the passage and adoption thereof, cause the same to be published as required by law, in a local weekly newspaper of general circulation and which is hereby designated for that purpose.

PASSED, APPROVED and ADOPTED this __ day of _______, 2024.

City of Covina, California
BY:

WALTER ALLEN, III, Mayor

Ordinance 24-01 Page 3 of 3
ATTEST:
____________
FABIAN VELEZ, Chief Deputy City Clerk
APPROVED AS TO FORM:
__________________
CANDICE K. LEE, City Attorney

CERTIFICATION

CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Ordinance 24-01 was introduced for first reading at a regular meeting on the __ day of _______, 2024.

Thereafter, said Ordinance was duly approved and adopted at a regular meeting of said City Council on the __ day of _______, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dated:

FABIAN VELEZ, Chief Deputy City Clerk

ATTACHMENT A
RESOLUTION CC 2024-07

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA,

CALIFORNIA, AMENDING THE COMPENSATION FOR CITY CLERK

AND CITY TREASURER
WHEREAS, Section 36517 of the Government Code provides that compensation for the City Clerk and City Treasurer may be set by resolution; and WHEREAS, on June 23, 1980, the Covina City Council adopted Resolutions 3851 and 3852, establishing the salary for City Clerk and City Treasurer at $200 per month; and WHEREAS, it has been determined that California has had an approximate 300% increase in the cost of living since 1984 and compensation for the City Clerk and City Treasurer has not been amended since 1980; and
WHEREAS, increasing compensation for the City Clerk and City Treasurer will create opportunities to assist the City in encouraging that its elected officials become more diverse and can help individuals from across different income levels receive sufficient income from their service to help ensure that they can continue to serve the public and support themselves and their families.

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

SECTION 1. Effective April 2024, the compensation for City Clerk and City Treasurer shall be fixed at $600 per month.

SECTION 2. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.

SECTION 3. Council Resolutions 3851 (1980) and 3852 (1980) shall hereby be repealed effective April 1, 2024.

APPROVED and PASSED this 6
th day of February, 2024
City of Covina, California
BY:

WALTER ALLEN, III, Mayor
ATTEST:
______________________________________
FABIAN VELEZ, Chief Deputy City Clerk

Resolution CC 2024-07 Page 2 of 2

CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2024-07 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 6th day of February, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dated:
______________________________________
FABIAN VELEZ, Chief Deputy City Clerk