CITY COUNCIL/SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY/COVINA PUBLIC FINANCING
AUTHORITY/COVINA HOUSING AUTHORITY JOINT MEETING
AGENDA
Tuesday, February 20, 2024, 7:30 p.m.
125 E. College Street, Covina, California
Council Chamber of City Hall
Members of the public may view the meeting live on the City’s website at www.covinaca.gov or on local cable television, Spectrum channel 29 and Frontier Channel 42. To view from the website, hover over the Departments & Services tab until the drop-down menu appears and click on City Council Video Library under the City Council header. A live banner will appear at the start of the meeting.
Public Comments: During the meeting, there will be an opportunity for the public to speak. Public testimony is limited to five (5) minutes per speaker, unless, for good cause, the Mayor/Chairperson amends the time limit; a speaker’s time may not be transferred to another speaker. State Law prohibits the Council/Agency/Authority Members from taking action on any item not on the agenda. Those wishing to speak on a LISTED AGENDA ITEM will be heard when that item is addressed.
To address the Council/Agency/Authority please complete a yellow speaker request card located at the entrance of the Council Chamber and give it to the City Clerk. Your name will be called when it is your turn to speak.
Meeting Assistance Information: In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk’s Office at [email protected] or 626-384-5430. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.
Pages
CLOSED SESSION
CLOSED SESSION - WILL NOT BE HELD
RECESS
JOINT MEETING—OPEN SESSION 7:30 PM
CALL TO ORDER
ROLL CALL
PLEDGE OF ALLEGIANCE
Led by Councilmember Delgado.
INVOCATION
Given by Police Chaplain Chuck Cannizzaro.
PRESENTATIONS - NONE
PUBLIC COMMENTS
To address the Council/Agency/Authority please complete a yellow speaker request card located at the entrance and give it to the City Clerk. Your name will be called when it is your turn to speak. Those wishing to speak on a LISTED AGENDA ITEM will be heard when that item is addressed. Those wishing to speak on an item NOT ON THE AGENDA will be heard at this time. State Law prohibits the Council/Agency/Authority Members from taking action on any item not on the agenda. Individual speakers are limited to five minutes each, unless, for good cause, the Mayor/Chairperson amends the time limit.
COUNCIL/AGENCY/AUTHORITY COMMENTS
Council/Agency/Authority Members wishing to make any announcements of public interest or to request that specific items be added to future Council/Agency/Authority agendas may do so at this time.
CITY MANAGER COMMENTS
CONSENT CALENDAR
All matters listed under consent calendar are considered routine, and will be enacted by one motion. There will be no separate discussion on these items prior to the time the Council/Agency/Authority votes on them, unless a member of the Council/Agency/Authority requests a specific item be removed from the consent calendar for discussion.
CC 1. Minutes 7
Staff Recommendation:
Approve the Minutes of the February 6, 2024, Regular Meeting of the City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Housing Authority.
CC 2. Payment of Demands 15
Staff Recommendation:
Approve Payment of Demands in the amount of $6,109,080.53 CC 3. City of Covina Investment Report for Month Ended January 31, 2024 25 Staff Recommendation:
Receive and File.
CC 4. Consideration of a Land Lease Agreement between the City of Covina and New Cingular Wireless PCS, LLC, to Install a Wireless Communication Facility at 735 N. Glendora Avenue, Covina - Wingate Park 41 Staff Recommendation:
Authorize the City Manager to execute the attached Land Lease Agreement between the City of Covina and New Cingular Wireless PCS, LLC, a Delaware limited liability company.
CC 5. Agreement between the City of Covina and SiteRep Construction Services, Inc. for Tenant Improvements at 401 N. Citrus Avenue 71 Staff Recommendation:
Authorize the City Manager to enter into a Minor Construction Agreement with SiteRep Construction Services, Inc. and execute all related documents.
CC 6. Approval of Department of Water Resources Grant Funding SubAgreement between the City of Covina and Three Valleys Municipal Water District
113
Staff Recommendation:
Authorize the City Manager to execute all documents associated with the Department of Water Resources Grant Funding Sub-Agreement between the City of Covina and Three Valleys Municipal Water District.
CC 7. Approval of a Second Amendment to Agreement Between the City of Covina and Clifton Larson Allen, LLP for Measure W Audit Services 123
Staff Recommendation:
Authorize City Manager to execute the Second Amendment to the Professional Service Agreement with Clifton Larson Allen to perform a program/compliance audit as required by Los Angeles County’s Safe, Clean Water Program (Measure W).
CC 8. Adoption of Ordinance 24-01 139
Staff Recommendation:
Adopt Ordinance 24-01 entitled, “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”.
CC 9. Request to Cancel the Regular City Council Meeting of March 5, 2024 145 Staff Recommendation:
That the City Council consider canceling the City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Covina Housing Authority regular scheduled joint meeting of March 5, 2024; and direct the City Clerk’s Office to post the required Notice of Cancellation.
CC 10. Award Professional Services Agreement to Review and Update the City’s Comprehensive User Fee Study
147
Staff Recommendation:
Authorize the City Manager to execute a Professional Services Contract with Willdan for an amount not to exceed $27,410 to perform and conduct a Comprehensive User Fee Study.
CC 11. Approve the Legal Services Agreement with Manning & Kass, Ellrod, Ramirez, Trester, LLP
169
Staff Recommendation:
Approve the Legal Services Agreement with Manning & Kass, Ellrod, Ramirez, Trester, LLP and authorize the City Manager to execute the Agreement on behalf of the City.
CC 12. Resolution CC 2024-08 to Amend the Fiscal Year 2023/2024 Capital Improvement Program to Increase Funding for the Covina Skate Park Project in the Amount of $200,000
177
Staff Recommendation:
Amend the Contract for the Covina Skate Park Project with Spohn Ranch, Inc. in the amount of $195,000 for a new not-to-exceed amount
1.
of $1,631,350;
Amend the Professional Services Agreement with Siterep Construction Services, Inc for Inspection Services in the amount of $5,000 for a new, not-to-exceed amount of $55,160; and
2. Adopt Resolution CC 2024-08 to appropriate $200,000 from available Measure W – Municipal Fund Balance to the Covina Skate Park Project (Account No. 2510-3400-55200-P2207) to provide the additional funding necessary to complete the Covina Skate Park Project.
3. CC 13. Covina Police Department Locker Room Renovation Project – Award of Contract for McMurray Stern Inc. to Furnish and Install New Lockers at the Police Department Women and Men Locker Rooms
187
Staff Recommendation:
Award a contract for the Covina Police Department Locker Room Renovation Project to McMurray Stern Inc. as the lowest responsible bidder to furnish and install new lockers in the men and women locker rooms in a not-to-exceed amount of $321,974.11 and authorize the City Manager to execute the contract.
CC 14. Covina Police Department Locker Room Renovation Project – Award of Contract for Construction Services to BBS Construction, Inc. in the Amount of $695,000
221
Staff Recommendation:
Award a contract for the Covina Police Department Locker Room Renovation Project – Construction Services to BBS Construction, Inc. as the lowest responsive, responsible bidder in the amount of $695,000 and authorize the City Manager to execute the contract;
1. Establish a contingency allowance of $69,500 (10% of contract amount) for unforeseen conditions or additional construction services, if needed; and
2. Adopt Resolution CC 2024-09 amending the FY 2023-24 Capital Improvement Program Budget and appropriating an additional $629,778.65 from the Police Department Community Facilities District Fund, Police Department Impact Fees Fund, and Measure CC Fund to be transferred into the Building Maintenance Fund for completion of the Covina Police Department Locker Room Renovation Project.
3. CC 15. Fiscal Year 2023-24 Mid-Year Budget Update and Adjustments Resolution CC 2024-10
261
Staff Recommendation:
Adopt Resolution CC 2024-10 authorizing Fiscal Year 2023-2024 midyear budget adjustments; and1.
2. Receive and file the Fiscal Year 2023-24 Mid-Year Budget Update.
PUBLIC HEARINGS
PH 1. Ordinance 24-XX, Adding a Utility/Trench Cut Fees Section to the City’s Municipal Code and Establishing Utility/Trench Cut Fees in the City-Wide Fee Schedule
279
Staff Recommendation:
Continue the Public Hearing to a date uncertain.
CONTINUED BUSINESS - NONE
NEW BUSINESS - NONE
ADJOURNMENT
The Covina City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Covina Housing Authority will adjourn to its next regular meeting of the Council/Agency/Authority scheduled for March 19, 2024, at 6:30 p.m. for closed session and at 7:30 p.m. for open session inside the Council Chamber at City Hall, located at 125 East College Street, Covina, California, 91723.
1 CITY COUNCIL/SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT
AGENCY/COVINA PUBLIC FINANCING AUTHORITY/COVINA HOUSING
AUTHORITY JOINT MEETING
MINUTES
February 6, 2024, 6:30 p.m.
125 E. College Street, Covina, California
Council Chamber of City Hall
Councilmembers Present: Councilmember Hector Delgado
Councilmember Victor Linares
Mayor Pro Tem/Vice-Chair John C. King
Mayor/Chair Walter Allen, III
Councilmembers Absent: Councilmember Patricia Cortez
Staff Present: City Clerk Drew Aleman (Elected Member)
City Treasurer Neil Polzin (Elected Member)
City Manager Chris Marcarello
City Attorney Candice K. Lee
Police Chief David Povero
Community Development Director Brian Lee
Parks & Recreation/Library Services Director Lisa Evans Public Works Director Andy Bullington
Deputy City Manager Angel Carrillo
Chief Deputy City Clerk Fabian Velez
Staff Absent: Administrative Services Director Anita Agramonte _____________________________________________________________________
2 CLOSED SESSION
CALL TO ORDER
Mayor Allen called the Council/Agency/Authority meeting to order at 6:34 p.m. with all Councilmembers present except Councilmember Cortez.
PUBLIC COMMENTS
There were no public comments.
CLOSED SESSION
A. Government Code § 54957.6 – CONFERENCE WITH LABOR NEGOTIATORS Agency Designated Representative:
Christopher Marcarello, City Manager, Anita Agramonte, Administrative Services Director and Suzanne Stone, Deputy Director of Administrative Services-HR Update on ongoing negotiations with the various Employee Organizations:
American Federation of State, County and Municipal Employees (AFSCME); Police Association of Covina (PAC); Police Management Group (PMG); and Police Supervisors of Covina (PSC), and discussions with Unrepresented Employees: MidManagement, Supervisory and Professional, and Confidential and Technical Employees
B. Government Code § 54956.9(d)(4) – CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION
Initiation of litigation pursuant to Government Code section 54956.9(d)(4): One Matter
RECESS
Mayor Allen recessed the Council to Closed Session at 6:35 p.m.
JOINT MEETING—OPEN SESSION 7:30 PM
RECONVENE AND CALL TO ORDER
Mayor Allen called the Council/Agency/Authority meeting to order at 7:34 p.m. with all Councilmembers present except Councilmember Cortez.
ROLL CALL
PLEDGE OF ALLEGIANCE
Led by Mr. Bradshaw of the American Legion Hall,18th district, Post 755.
INVOCATION
Given by Covina Police Chaplain Chuck Cannizzaro.
3 CLOSED SESSION REPORT
City Attorney Lee reported that for Closed Session Item A, there was no reportable action and direction was given to staff. For Closed Session Item B, direction was given to initiate and if necessary, intervene in an action. Once the action has been formally commenced, the particulars of the action will be disclosed to any person upon inquiry, unless to do so would jeopardize the City’s ability to effectuate service of process on one or more unserved parties, or to do so would jeopardize its ability to conclude existing settlement negotiations to the City’s advantage.
PRESENTATIONS
City Clerk Aleman provided information regarding mail in ballots and registration for the March 5, 2024, Presidential Primary Election.
PUBLIC COMMENTS
Jack Evanilla, of the American Legion, provided information about the services provided by the American Legion including Boys and Girls State, sports programs, flag protection and retirement ceremonies, and more.
Mike Aguilar commented regarding parking enforcement, street food vendors, and communication for services provided by vendors working with the City.
COUNCIL/AGENCY/AUTHORITY COMMENTS
Mayor Pro Tem King stated he was glad everyone stayed safe during the rain.
Mayor Allen noted the great news in the agenda including Consent Calendar Items CC 4, the Annual Comprehensive Financial Report showing strong fiscal health; CC 5, setting fees related to sidewalk vendors, food trucks, and sidewalk vending permits; CC 8, accepting the completion of traffic signal improvements at the Barranca Ave. and Covina Blvd. intersection; and CC 10, approving the purchase of 10 mobile data computers and 11 radios for the Covina Police Department. He also stated he was happy to see Mayor Pro Tem King and Councilmember Delgado in attendance.
CITY MANAGER COMMENTS
None.
CONSENT CALENDAR
CC 1. Minutes
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
Approve the Minutes of the December 19, 2023, Regular Meeting of the City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Housing Authority.
Approved (4 to 0); Cortez Absent
4 CC 2. Minutes
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
Approve the Minutes of the January 16, 2024, Regular Meeting of the City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Housing Authority.
Approved (4 to 0); Cortez Absent
CC 3. Payment of Demands
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
Approve Payment of Demands in the amount of $4,132,091.10.
Approved (4 to 0); Cortez Absent
CC 4. Annual Comprehensive Financial Report (ACFR) for Fiscal Year Ended June 30, 2023
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
Receive and file the following reports for Fiscal Year ended June 30, 2023: (1) Annual Comprehensive Financial Report (ACFR) and related Auditor Communications, (2) Independent Accountants’ Report on Agreed-Upon Procedures Applied to Appropriations Limit, and (3) the Single Audit of Federally Assisted Grant Programs.
Approved (4 to 0); Cortez Absent
CC 5. Resolution CC 2024-04 – A Resolution of the City Council of the City of Covina, California, Setting Fees Relating to Sidewalk Vendors, Food Trucks, and Sidewalk Vending Permits
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
Adopt Resolution CC 2024-04.
Approved (4 to 0); Cortez Absent
CC 6. Request to approve revisions to the Covina Residential Rehabilitation Grant/Loan Program Handbook for participants of the Community Development Block Grant (CDBG) Residential Rehabilitation Program Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
Approve revisions to the Covina Residential Rehabilitation Grant/Loan Program Handbook for participants of the Community Development Block Grant (CDBG) Residential Rehabilitation Program.
Approved (4 to 0); Cortez Absent
5 CC 7. Resolution CC 2024-03 Accepting the Public Improvements Associated with Parcel Map No. 82493 Located at 667 E. Puente Street
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
Adopt Resolution CC 2024-03 accepting the public improvements associated with Parcel Map No. 82493 located at 667 E. Puente Street.
Approved (4 to 0); Cortez Absent
CC 8. Traffic Signal Improvements Project – Barranca Avenue and Covina Boulevard (Project No. P2308) – Final Acceptance and Filing Notice of Completion
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
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).
Approved (4 to 0); Cortez Absent
CC 9. 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 Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
Authorize the City Manager to execute an Amendment to the Inspection and Confidentiality Agreement.
Approved (4 to 0); Cortez Absent
CC 10. Purchase of Mobile Data Computers
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
Approve Purchase of ten (10) Mobile Data Computers (MDCs) from DuraTech USA, Inc. in the amount of $55,303.19.
Approved (4 to 0); Cortez Absent
6 CC 11. 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
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
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.
Approved (4 to 0); Cortez Absent
CC 12. Resolution Accepting $100,000 in State Funding to Purchase Portable Radios
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
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.
Approved (4 to 0); Cortez Absent
CC 13. One Year Extension of the Agreement with Professional Account Management LLC
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
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.
Approved (4 to 0); Cortez Absent
CC 14. Agreement between the City of Covina and Converse Consultants for Environmental Testing at 176 E. Badillo Street
Motion made by: Mayor Pro Tem King
Seconded by: Councilmember Delgado
Authorize the City Manager to enter into a Professional Services Agreement with Converse Consultants and execute all related documents.
Approved (4 to 0); Cortez Absent
PUBLIC HEARINGS – NONE.
CONTINUED BUSINESS – NONE.
7 NEW BUSINESS
NB 1. 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 The agenda report and presentation were provided by City Manager Marcarello.
In response to a question by Councilmember Linares, City Manager Marcarello informed the City Council that Planning Commission compensation would not be affected.
Neil Polzin expressed his support for the item and encouraged the City Council take the action further and increase compensation of the elected City Clerk and City Treasurer to the level of City Council.
Motion made by: Councilmember Linares
Seconded by: Councilmember Delgado
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.
Approved (4 to 0); Cortez Absent
ADJOURNMENT
At 8:01 p.m., the Covina City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Covina Housing Authority adjourned to its next regular meeting of the Council/Agency/Authority scheduled for Tuesday, February 20, 2024, at 6:30 p.m., for closed session and 7:30 p.m., for open session in the Council Chamber located inside of City Hall, 125 East College Street, Covina, California, 91723. _________________________
Fabian Velez, Chief Deputy City Clerk
_________________________
Walter Allen III, Mayor/Chair
CITY OF COVINA AND
SUCCESSOR AGENCY TO THE
COVINA REDEVELOPMENT AGENCY
AGENDA ITEM REPORT
ITEM NO. CC 2
Meeting: February 20, 2024
Title: Payment of Demands
Presented by: Anita Agramonte, Administrative Services Director Recommendation: Approve Payment of Demands in the amount of $6,109,080.53 EXECUTIVE SUMMARY/BACKGROUND:
Attached is a list of warrants and demands which are being presented for approval and are summarized as follows:
Accounts Payable Warrants January 12, 2024 – February 1, 2024 CITY checks/EFTs $ 4,075,170.27
CITY payroll $ 1,995,422.54
CITY voids $ (16.26)
Worker’s Comp $ 18,969.66
$ 6,089,546.21
SACRA checks/EFTs $ 8,409.04
SACRA payroll $ 11,125.28
$ 19,534.32
TOTAL checks/EFTs $ 6,109,080.53
DISCUSSION:
The attached reports have been reviewed by the Administrative Services Director.
FISCAL IMPACT:
Sufficient funding is available and the related costs are included in the Fiscal Year 23/24 Budget.
Respectfully submitted,
CITY OF COVINA
Check Register
Jan 12, 2024 - Feb 1, 2024
Check # Check Date Vendor Name Amount
5928 01/04/2024 5438 BMO 19,430.10
5929 01/18/2024 4003 MidAmerica 1,883.36
5930 01/16/2024 487 CALIFORNIA PUBLIC EMPLOYEES' 6.04
5931 01/29/2024 3280 INTERNAL REVENUE SERVICE 944.83
5932 01/29/2024 477 STATE OF CA 559.00
5933 01/29/2024 477 STATE OF CA 38.00
5934 02/01/2024 4003 MidAmerica 2,616.14
20772 01/18/2024 788 COVINA, CITY OF 48,690.63
20773 01/18/2024 789 COVINA-FSA, CITY OF 829.17
20774 01/18/2024 2033 NATIONWIDE RETIREMENT SOLUTIONS 27,512.41 20775 01/18/2024 487 CalPERS 94,232.15
20776 02/01/2024 788 COVINA, CITY OF 27.07
20777 02/01/2024 2033 NATIONWIDE RETIREMENT SOLUTIONS 7,050.00 20778 02/01/2024 788 COVINA, CITY OF 45,584.01
20779 02/01/2024 789 COVINA-FSA, CITY OF 829.17
20780 02/01/2024 2033 NATIONWIDE RETIREMENT SOLUTIONS 27,076.28 20781 02/01/2024 487 CalPERS 7,348.05
20782 02/01/2024 487 CalPERS 101,703.88
subtotal EFT/wires/direct deposits $ 386,360.29
119661 01/17/2024 14 A1 RENTALS 584.04
119662 01/17/2024 173 ANDY'S WELDING 841.00
119663 01/17/2024 219 AT&T 316.50
119664 01/17/2024 219 AT&T 67.69
119665 01/17/2024 219 AT&T 54.47
119666 01/17/2024 221 AT&T MOBILITY 4.35
119667 01/17/2024 381 BOOMERANG BLUEPRINT 666.08
119668 01/17/2024 411 BRODART CO 85.74
119669 01/17/2024 477 STATE OF CALIFORNIA 23,755.50
119670 01/17/2024 700 COLLEY FORD 570.71
119671 01/17/2024 749 BOHL PH.D., NANCY K. 325.00
119672 01/17/2024 766 COVINA DISPOSAL CO 133.04
119673 01/17/2024 783 CITY OF COVINA WATER 182.58
119674 01/17/2024 970 EDISON CO 2,284.35
119675 01/17/2024 1204 GOLDEN STATE WATER COMPANY 386.31 119676 01/17/2024 1241 GRAND PRINTING 80.92
119677 01/17/2024 1364 HOME DEPOT CREDIT SERVICES 8,751.14 119678 01/17/2024 1498 JNL CREATIONS 379.26
119679 01/17/2024 1531 JW LOCK CO INC 180.00
119680 01/17/2024 1680 LEAGUE OF CALIF CITIES 20,135.00 119681 01/17/2024 1924 MILLERS & ISHAMS 2,702.95
119682 01/17/2024 2027 NAPA AUTO PARTS 13.90
119683 01/17/2024 2163 PACIFIC PARKING SYS INC 1,600.00 119684 01/17/2024 2444 RIO HONDO COLLEGE 125.00
119685 01/17/2024 2719 SPARKLETTS 6.99
119686 01/17/2024 2736 STAPLES BUSINESS ADVANTAGE 221.62 119687 01/17/2024 2795 STATE WATER RESOURCES CONTROL BOARD 45,584.08 119688 01/17/2024 2855 CHARTER COMMUNICATION 141.10
119689 01/17/2024 2935 UNDERGROUND SERVICE ALERT 140.82 119690 01/17/2024 2954 URBAN GRAFFITI ENTERPRISES INC 11,135.00 119691 01/17/2024 3001 VERIZON WIRELESS 5,287.38
119692 01/17/2024 3185 TOSHIBA FINANCIAL SERVICES 1,837.66 119693 01/17/2024 3735 QUADIENT LEASING USA, INC. 851.29 Attachment A Page 1 of 7
CITY OF COVINA
Check Register
Jan 12, 2024 - Feb 1, 2024
Check # Check Date Vendor Name Amount
119694 01/17/2024 3796 RICHARDS, WATSON & GERSHON 13,068.50 119695 01/17/2024 4156 LEVERAGE INFORMATION SYSTEMS, INC. 2,305.15 119696 01/17/2024 4225 CORELOGIC SOLUTIONS, LLC 231.75
119697 01/17/2024 4350 RKA Consulting Group 42,711.10
119698 01/17/2024 4455 FRONTIER 411.81
119699 01/17/2024 4509 Norman A Traub 2,870.28
119700 01/17/2024 4537 BEAR COMMUNICATIONS INC. 638.35
119701 01/17/2024 4569 Adjudicate Inc. 660.00
119702 01/17/2024 4654 4Imprint, Inc 2,362.75
119703 01/17/2024 4686 COLLISION AND INJURY DYNAMICS INC. 6,097.45 119704 01/17/2024 4687 Mighty Oak Technnology 775.00
119705 01/17/2024 4716 Nearmap US, Inc. 6,250.00
119706 01/17/2024 4817 Weck Analytical Environmental Services, Inc. 50.00 119707 01/17/2024 4885 ELIE FARAH 600.00
119708 01/17/2024 4959 Boost Consulting LLC 341.26
119709 01/17/2024 4977 Enterprise FM Trust 4,319.47
119710 01/17/2024 4983 Ad Valorem Records,Inc. 11,094.46 119711 01/17/2024 5045 CONVERSE CONSULTANTS 225.00
119712 01/17/2024 5080 Spohn Ranch, Inc. 145,278.75
119713 01/17/2024 5112 Procure America, Inc 447.32
119714 01/17/2024 5138 Ricoh USA, Inc. 233.12
119715 01/17/2024 5139 Crown Castle Fiber LLC 925.00
119716 01/17/2024 5169 Occupational Health Centers of California 197.00 119717 01/17/2024 5203 FEHR & PEERS 8,108.26
119718 01/17/2024 5228 ODP BUSINESS SOLUTIONS, LLC 67.24 119719 01/17/2024 5229 3D PARTNERS GROUP, INC 1,323.00
119720 01/17/2024 5291 AMAZON CAPITAL SERVICES, INC 408.96 119721 01/17/2024 5326 AMERICAN AED LLC 1,675.00
119722 01/17/2024 5336 ABI DOCUMENT SUPPORT SERVICES LLC 360.32 119723 01/17/2024 5341 U.S. LEGAL SUPPORT INC 907.03
119724 01/17/2024 5342 EAGLE SIGNS INC 21,543.68
119725 01/17/2024 5350 TESS ELECTRIC INC 930.00
119726 01/17/2024 5376 BLUEBEAM INC 900.00
119727 01/17/2024 5398 CPACINC.COM 3,311.00
119728 01/17/2024 5433 BOWMAN INFRASTRUCTURE ENGINEERS LTD 7,202.50 119729 01/17/2024 5435 CORE & MAIN LP 1,125.34
119730 01/17/2024 5466 DAVID VOLZ DESIGN LANDSCAPE ARCHITECTS INC 14,387.28 119731 01/17/2024 5483 ANGI ENERGY SYSTEMS LLC 3,859.43 119732 01/17/2024 99999 ALANA SPECTOR 185.36
119733 01/17/2024 99999 DAN RAY 16.26
119734 01/17/2024 99999 EVCS PRODUCTIONS 890.00
119735 01/18/2024 68 AFLAC ACCT# YQ792 WORLDWIDE HEADQUARTERS 4,243.75 119736 01/18/2024 69 AFSCME District Council 36 828.80
119737 01/18/2024 775 COVINA POLICE ASSOCIATION 2,900.00 119738 01/18/2024 878 DELTA DENTAL OF CALIFORNIA 9,029.48 119739 01/18/2024 1106 FRANCHISE TAX BOARD 1,105.05
119740 01/18/2024 3795 PRE-PAID LEGAL SERVICES, INC 155.48 119741 01/18/2024 3846 CLEA 1,574.50
119742 01/18/2024 4255 RELIASTAR LIFE INSURANCE COMPANY 4,471.27 119743 01/18/2024 4710 Fidelity Security Life Insurance Company 1,001.18 119744 01/24/2024 84 AIRGAS-WEST 720.10
119745 01/24/2024 84 AIRGAS-WEST 232.22
Attachment A Page 2 of 7
CITY OF COVINA
Check Register
Jan 12, 2024 - Feb 1, 2024
Check # Check Date Vendor Name Amount
119746 01/24/2024 85 AJAX SIGN GRAPHICS INC 26.46
119747 01/24/2024 113 ALL CITY MANAGEMENT SVC 28,011.39 119748 01/24/2024 158 AMERICAN TRAFFIC SOLUTIONS 17,228.21 119749 01/24/2024 160 AMERICAN WEST COAST SECURITY 25.00 119750 01/24/2024 254 AZUSA LIGHT & WATER 1,247.75
119751 01/24/2024 568 CAT SPECIALTIES INC 299.84
119752 01/24/2024 649 CINTAS CORP #693 702.18
119753 01/24/2024 664 CIVILTEC ENGINEERING INC. 401.25
119754 01/24/2024 734 CONTROL AUTOMATION DESIGN INC 3,870.27 119755 01/24/2024 749 BOHL PH.D., NANCY K. 95.00
119756 01/24/2024 849 DAPEER ROSENBLIT & LITVAK LLP 5,787.98 119757 01/24/2024 895 DFM ASSOCIATES 150.15
119758 01/24/2024 962 SUPERIOR COURT OF CALIFORNIA, CNTY OF LOS ANGELES 69.00 119759 01/24/2024 962 SUPERIOR COURT OF CALIFORNIA, CNTY OF LOS ANGELES 6,765.00 119760 01/24/2024 970 EDISON CO 441.65
119761 01/24/2024 970 EDISON CO 1,165.40
119762 01/24/2024 1075 WEX BANK 253.61
119763 01/24/2024 1156 THE GAS COMPANY 1,390.78
119764 01/24/2024 1204 GOLDEN STATE WATER COMPANY 80.57 119765 01/24/2024 1235 GRAINGER 973.71
119766 01/24/2024 1241 GRAND PRINTING 200.88
119767 01/24/2024 1255 GRISWOLD INDUSTRIES 13,198.92
119768 01/24/2024 1275 HAAKER EQUIPMENT CO 10,635.45
119769 01/24/2024 1361 HOLLIDAY ROCK CO INC 1,220.81
119770 01/24/2024 1437 INTER-CON SECURITY SYSTEMS INC 8,911.68 119771 01/24/2024 1547 KELLY PAPER CO 2,775.54
119772 01/24/2024 1646 LANGUAGE LINE SERVICES INC 56.40 119773 01/24/2024 1694 LEWIS ENGRAVING INC 22.05
119774 01/24/2024 1933 MISSION LINEN SUPPLY 37.92
119775 01/24/2024 2091 O REILLY AUTO PARTS 1,240.36
119776 01/24/2024 2134 ORKIN PEST CONTROL 150.99
119777 01/24/2024 2163 PACIFIC PARKING SYS INC 1,100.00 119778 01/24/2024 2309 PROFESSIONAL ACCOUNT MANAGEMENT LLC 8,792.77 119779 01/24/2024 2345 QUILL 454.61
119780 01/24/2024 2415 REPUBLIC MASTER CHEFS 529.78
119781 01/24/2024 2426 REYNOLDS BUICK INC 3,987.44
119782 01/24/2024 2444 RIO HONDO COLLEGE 125.00
119783 01/24/2024 2506 RYDIN DECAL 434.44
119784 01/24/2024 2619 SGV EXAMINER 1,193.50
119785 01/24/2024 2711 SOUTHEAST CONSTRUCTION INC 406.62 119786 01/24/2024 2736 STAPLES BUSINESS ADVANTAGE 3,968.48 119787 01/24/2024 2800 T MOBILE USA 100.00
119788 01/24/2024 2855 CHARTER COMMUNICATION 122.62
119789 01/24/2024 2926 TYLER TECHNOLOGIES INC. 7,626.69 119790 01/24/2024 2954 URBAN GRAFFITI ENTERPRISES INC 3,935.00 119791 01/24/2024 3001 VERIZON WIRELESS 1,552.64
119792 01/24/2024 3004 VICTORY EXTERMINATING INC 150.00 119793 01/24/2024 3023 VULCAN MATERIALS COMPANY 899.19
119794 01/24/2024 3052 WATERLINE TECHNOLOGIES INC 7,430.91 119795 01/24/2024 3070 WEST COAST ARBORISTS INC 20,974.00 119796 01/24/2024 3134 XEROX CORPORATION 745.29
119797 01/24/2024 3729 SUNBELT RENTALS INC 832.50
Attachment A Page 3 of 7
CITY OF COVINA
Check Register
Jan 12, 2024 - Feb 1, 2024
Check # Check Date Vendor Name Amount
119798 01/24/2024 3771 BLACK & WHITE EMERGENCY VEHICLES 200.00 119799 01/24/2024 3796 RICHARDS, WATSON & GERSHON 9,646.50 119800 01/24/2024 3988 LANDSCAPE WAREHOUSE III 33.87
119801 01/24/2024 4123 RUDY CARDENAS 175.00
119802 01/24/2024 4247 UNITED WATER WORKS INC 2,626.51
119803 01/24/2024 4265 EVERBRIDGE, INC 19,537.07
119804 01/24/2024 4350 RKA Consulting Group 13,850.00
119805 01/24/2024 4374 ADMINSURE, INC 7,093.92
119806 01/24/2024 4429 PROFORCE TEMPORARIES 942.00
119807 01/24/2024 4438 CALIFORNIA COMPUTER SCHOOLS, INC 105.00 119808 01/24/2024 4448 FS CONTRACTORS, INC. 22,107.92
119809 01/24/2024 4455 FRONTIER 574.94
119810 01/24/2024 4469 FOUNTAIN VALLEY MUSIC CENTER, INC. 1,842.06 119811 01/24/2024 4519 Foothill Communications, LLC 432.68 119812 01/24/2024 4571 POWER SECURITY GROUP INC 12,248.00 119813 01/24/2024 4582 USABLUEBOOK 773.50
119814 01/24/2024 4688 PCAM, LLC 37,487.06
119815 01/24/2024 4713 Fisher Integrated, Inc. 2,400.00 119816 01/24/2024 4764 UniFirst Corporation 2,660.53
119817 01/24/2024 4765 AMC Modern IT 2,735.31
119818 01/24/2024 4817 Weck Analytical Environmental Services, Inc. 767.00 119819 01/24/2024 4824 Occu-Med, Ltd. 1,629.40
119820 01/24/2024 4833 Michael R. Hillmann 2,080.00
119821 01/24/2024 4945 WS Pave, Inc. 12,850.00
119822 01/24/2024 4960 Data Ticket, Inc. 365.50
119823 01/24/2024 4965 Environment Planning Development Solutions, Inc. 11,511.50 119824 01/24/2024 4968 Semper Scientific, Inc 3,905.00
119825 01/24/2024 5099 CliftonLarsonAllen LLP 10,300.00 119826 01/24/2024 5137 MasterCorp Commercial Services LLC 4,578.79 119827 01/24/2024 5138 Ricoh USA, Inc. 299.63
119828 01/24/2024 5186 DAYSMART SOFTWARE 364.36
119829 01/24/2024 5280 ALDERMAN & HILGERS LLP 31,037.97 119830 01/24/2024 5283 Y TIRE PERFORMANCE 961.90
119831 01/24/2024 5336 ABI DOCUMENT SUPPORT SERVICES LLC 18,666.35 119832 01/24/2024 5341 U.S. LEGAL SUPPORT INC 1,723.13
119833 01/24/2024 5354 MALLORY SAFETY & SUPPLY LLC 1,404.80 119834 01/24/2024 5373 PUBLIC RISK MANAGEMENT ASSOCIATION INC 425.00 119835 01/24/2024 5398 CPACINC.COM 12,725.40
119836 01/24/2024 5439 PARKWOOD LANDSCAPE MAINTENANCE INC 21,239.93 119837 01/24/2024 5473 EL OASIS FISHERIA INC 2,709.71
119838 01/24/2024 5485 VAN MART INC 17,050.64
119839 01/24/2024 99999 ALEXANDER CASTANEDA 170.60
119840 01/24/2024 99999 BRIEANNA DAVIS 400.00
119841 01/24/2024 99999 CHENG-WEI SUN 365.02
119842 01/24/2024 99999 CHENG-WEI SUN 108.31
119843 01/24/2024 99999 DAVID MEADOWS 104.52
119844 01/24/2024 99999 DESIREE JIMENEZ 55.02
119845 01/24/2024 99999 DORALINDA DE CORSE 29.49
119846 01/24/2024 99999 FABIAN VALDEZ 27.51
119847 01/24/2024 99999 FEIFAN KNEEN 39.86
119848 01/24/2024 99999 JACOB TUCKER 50.63
119849 01/24/2024 99999 JIANGXIA ZHOU 46.26
Attachment A Page 4 of 7
CITY OF COVINA
Check Register
Jan 12, 2024 - Feb 1, 2024
Check # Check Date Vendor Name Amount
119850 01/24/2024 99999 JOHN NEVARES 50.92
119851 01/24/2024 99999 KEISHA MACON 78.69
119852 01/24/2024 99999 LAN DOAN 60.62
119853 01/24/2024 99999 MARK ANDERSEN & ASSOCIATES 67.54 119854 01/24/2024 99999 MICHAEL J PEREZ 106.45
119855 01/24/2024 99999 PATRICK WU 63.70
119856 01/24/2024 99999 ROSA A BARRIOS ESCOBAR 58.95
119857 01/24/2024 99999 RYAN DAVIS 309.32
119858 01/24/2024 99999 RYAN RASMUSSEN 158.54
119859 01/24/2024 99999 SOPHIA HERRERA 10.00
119860 01/24/2024 99999 VICTOR LANDERO 110.66
119861 01/31/2024 82 AIR-BREE HEATING 1,633.92
119862 01/31/2024 219 AT&T 532.02
119863 01/31/2024 255 AZUSA PLUMBING & HEATNG SUPPLY 872.92 119864 01/31/2024 381 BOOMERANG BLUEPRINT 145.82
119865 01/31/2024 430 BUILDING ELECTRONIC CONTROLS 213.75 119866 01/31/2024 457 CA PARKS AND REC SOCIETY 2,360.00 119867 01/31/2024 457 CA PARKS AND REC SOCIETY 170.00
119868 01/31/2024 457 CA PARKS AND REC SOCIETY 170.00
119869 01/31/2024 649 CINTAS CORP #693 702.18
119870 01/31/2024 654 CITRUS CAR WASH 257.37
119871 01/31/2024 664 CIVILTEC ENGINEERING INC. 997.50
119872 01/31/2024 700 COLLEY FORD 1,125.56
119873 01/31/2024 703 UNIQUE PRINTING 529.20
119874 01/31/2024 707 COMMERCIAL ELECTRIC SYSTEMS 1,587.28 119875 01/31/2024 783 CITY OF COVINA WATER 548.59
119876 01/31/2024 849 DAPEER ROSENBLIT & LITVAK LLP 45.00 119877 01/31/2024 927 DOOLEY ENTERPRISES INC 2,881.24
119878 01/31/2024 970 EDISON CO 3,063.30
119879 01/31/2024 1156 THE GAS COMPANY 607.53
119880 01/31/2024 1235 GRAINGER 1,237.90
119881 01/31/2024 1361 HOLLIDAY ROCK CO INC 438.54
119882 01/31/2024 1505 JOHNNY'S POOL SERVICE 12.12
119883 01/31/2024 1615 REGIONAL TAP SERVICE CENTER 20.00 119884 01/31/2024 1619 LA CNTY SHERIFF'S DEPT 736.00
119885 01/31/2024 1694 LEWIS ENGRAVING INC 156.56
119886 01/31/2024 1707 LIEBERT CASSIDY WHITMORE 1,001.00 119887 01/31/2024 1792 MANNING & MARDER KASS, 2,872.50
119888 01/31/2024 1895 MERRIMAC ENERGY GROUP 32,409.14
119889 01/31/2024 1933 MISSION LINEN SUPPLY 56.88
119890 01/31/2024 1991 MOTOROLA 2,670.66
119891 01/31/2024 2027 NAPA AUTO PARTS 908.43
119892 01/31/2024 2091 O REILLY AUTO PARTS 88.23
119893 01/31/2024 2238 PEST OPTIONS INC 845.00
119894 01/31/2024 2309 PROFESSIONAL ACCOUNT MANAGEMENT LLC 6,065.29 119895 01/31/2024 2329 PUENTE READY MIX INC 829.39
119896 01/31/2024 2407 REGIONAL TAP SERVICE CENTER 173.80 119897 01/31/2024 2415 REPUBLIC MASTER CHEFS 551.58
119898 01/31/2024 2444 RIO HONDO COLLEGE 350.00
119899 01/31/2024 2542 SAN GABRIEL VALLEY WATER ASSOCIATION 25.00 119900 01/31/2024 2651 SIGN A RAMA COVINA 619.69
119901 01/31/2024 2711 SOUTHEAST CONSTRUCTION INC 246.94 Attachment A Page 5 of 7
CITY OF COVINA
Check Register
Jan 12, 2024 - Feb 1, 2024
Check # Check Date Vendor Name Amount
119902 01/31/2024 2711 SOUTHEAST CONSTRUCTION PRODUCTS - COVINA 326.45 119903 01/31/2024 2769 SULLY-MILLER CONTRACTING CO 314,730.25 119904 01/31/2024 2800 T MOBILE USA 377.07
119905 01/31/2024 2804 TAG AMS INC 175.00
119906 01/31/2024 2852 THREE VALLEY MUN WATER DISTR 5,080.01 119907 01/31/2024 2855 CHARTER COMMUNICATION 374.41
119908 01/31/2024 3023 VULCAN MATERIALS COMPANY 4,448.07 119909 01/31/2024 3052 WATERLINE TECHNOLOGIES INC 1,905.21 119910 01/31/2024 3070 WEST COAST ARBORISTS INC 13,044.00 119911 01/31/2024 3080 WESTERN EMULSIONS INC 430.66
119912 01/31/2024 3082 WESTERN WATER WORKS SUPPLY 255.00 119913 01/31/2024 3102 WILLDAN FINANCIAL SERVICES 2,400.00 119914 01/31/2024 3621 WAXIE ENTERPRISES INC 1,090.37
119915 01/31/2024 3729 SUNBELT RENTALS INC 357.55
119916 01/31/2024 3749 JCL TRAFFIC SERVICES 1,416.71
119917 01/31/2024 3796 RICHARDS, WATSON & GERSHON 31,529.16 119918 01/31/2024 3839 DOANE AND HARTWIG WATER SYSTEMS, INC. 1,493.76 119919 01/31/2024 3988 LANDSCAPE WAREHOUSE III 262.92
119920 01/31/2024 4065 VERIZON BUSINESS SERVICES 837.62 119921 01/31/2024 4065 VERIZON WIRELESS 267.60
119922 01/31/2024 4247 UNITED WATER WORKS INC 466.36
119923 01/31/2024 4268 S&K POWER EQUIPMENT 30.00
119924 01/31/2024 4279 BOSS JANITORIAL SERVICES 16,736.63 119925 01/31/2024 4292 DUDEK 3,108.75
119926 01/31/2024 4332 ERIC ARROYO 4,305.00
119927 01/31/2024 4389 EMPLOY AMERICA 2,322.00
119928 01/31/2024 4448 FS CONTRACTORS, INC. 12,263.80
119929 01/31/2024 4455 FRONTIER 509.05
119930 01/31/2024 4509 Norman A Traub 3,595.28
119931 01/31/2024 4569 Adjudicate Inc. 3,895.00
119932 01/31/2024 4676 Hill Brothers Chemical Company 2,457.20 119933 01/31/2024 4682 Evan Brooks Associates, Inc. 1,960.00 119934 01/31/2024 4704 S & J Supply Company, Inc. 23.39 119935 01/31/2024 4743 TREMCO/WEATHERPROOFING TECHNOLOGIES, INC. 24,848.22 119936 01/31/2024 4764 UniFirst Corporation 567.11
119937 01/31/2024 4766 HASA, INC. 812.60
119938 01/31/2024 4814 PTM General Engineering Services, Inc. 324,924.86 119939 01/31/2024 4817 Weck Analytical Environmental Services, Inc. 179.00 119940 01/31/2024 4863 La Verne Power Equipment 95.89
119941 01/31/2024 4863 La Verne Power Equipment 443.89
119942 01/31/2024 4894 Bureau Veritas Technical Assessments LLC 4,800.00 119943 01/31/2024 4925 Humane Society of Pomona Valley, Inc. 25,421.67 119944 01/31/2024 4928 Springstead & Associates, Inc. 4,000.00 119945 01/31/2024 4952 Next Level Elevator 5,400.00
119946 01/31/2024 4965 Environment Planning Development Solutions, Inc. 6,409.28 119947 01/31/2024 4968 Semper Scientific, Inc 2,189.00
119948 01/31/2024 4983 Ad Valorem Records,Inc. 9,406.44 119949 01/31/2024 5080 Spohn Ranch, Inc. 241,497.60
119950 01/31/2024 5087 Tamrin Olden 3,500.00
119951 01/31/2024 5109 SITEREP CONSTRUCTION SERVICES, INC. 1,562.50 119952 01/31/2024 5112 Procure America, Inc 265.08
119953 01/31/2024 5117 Steam It All LLC 590.00
Attachment A Page 6 of 7
CITY OF COVINA
Check Register
Jan 12, 2024 - Feb 1, 2024
Check # Check Date Vendor Name Amount
119954 01/31/2024 5138 Ricoh USA, Inc. 237.31
119955 01/31/2024 5203 FEHR & PEERS 16,091.26
119956 01/31/2024 5233 RODENT PEST TECHNOLOGIES 131.25
119957 01/31/2024 5269 CONTROL AIR ENTERPRISES LLC. 5,275.00 119958 01/31/2024 5283 Y TIRE PERFORMANCE 1,587.83
119959 01/31/2024 5284 MEDICAL SUPPLIES & EQUIPMENT CO. LLC 1,199.95 119960 01/31/2024 5291 AMAZON CAPITAL SERVICES, INC 110.78 119961 01/31/2024 5313 FIORE LEGAL INC TRUST ACCOUNT 1,128,939.12 119962 01/31/2024 5336 ABI DOCUMENT SUPPORT SERVICES LLC 273.63 119963 01/31/2024 5350 TESS ELECTRIC INC 2,726.64
119964 01/31/2024 5393 ROYAL COMMUNICATIONS INTERNATIONAL INC 8,875.00 119965 01/31/2024 5394 SIERRA PLUMBING & DRAIN CLEANING 1,142.67 119966 01/31/2024 5404 SAN FERNANDO VALLEY ALARM CO. 396.00 119967 01/31/2024 5460 NATHAN E. LAVID MD 3,500.00
119968 01/31/2024 5464 ADVANCE STORES COMPANY INC 240.35 119969 01/31/2024 5487 COVINA VALLEY KIA 32,778.76
119970 01/31/2024 5488 MICHAEL E. GOLD, M.D. INC 3,000.00 119971 01/31/2024 99999 DEPARMENT OF HEALTH CARE SERVICES 683.66 119972 01/31/2024 99999 STATE DISBURSEMENT UNIT 370,377.22 119973 02/01/2024 68 AFLAC ACCT# YQ792 WORLDWIDE HEADQUARTERS 4,305.64 119974 02/01/2024 69 AFSCME District Council 36 757.43
119975 02/01/2024 775 COVINA POLICE ASSOCIATION 3,000.00 119976 02/01/2024 878 DELTA DENTAL OF CALIFORNIA 9,517.56 119977 02/01/2024 1106 FRANCHISE TAX BOARD 776.48
119978 02/01/2024 3795 PRE-PAID LEGAL SERVICES, INC 155.48 119979 02/01/2024 3846 CLEA 1,120.00
119980 02/01/2024 4255 RELIASTAR LIFE INSURANCE COMPANY 4,539.73 119981 02/01/2024 4710 Fidelity Security Life Insurance Company 1,009.37 subtotal checks $ 3,697,219.02
119234 12/06/2023 99999 DAN RAY (16.26)
voids $ (16.26)
payroll (01/18/24) $ 1,022,206.14
payroll ( ) $ 984,341.68
workers' compensation $ 18,969.66
TOTAL checks/EFTs $ 6,109,080.53
Attachment A Page 7 of 7
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 3
Meeting: February 20, 2024
Title: City of Covina Investment Report for Month Ended January 31, 2024 Presented by: Anita Agramonte, Administrative Services Director Recommendation: Receive and File.
EXECUTIVE SUMMARY:
Pursuant to Government Code Section 53600 et seq. and Section 4.0 of the City of Covina’s Investment Policy, a monthly investment report must be provided to the City Council and City Manager, containing detailed information of all securities, investments and monies of the City.
DISCUSSION:
The attached report for the City and Successor Agency reflects the portfolio balances for the month ended January 31, 2024. The report is in conformity with the City’s Investment Policy as well as Government Code 53601. In accordance with the City's Investment Policy, the City Council authorizes staff to continue investing the City's idle funds in similar securities as those presented in these reports attached hereto. There are sufficient funds to meet the pooled expenditure requirements for all City funds for the next 6 months.
FISCAL IMPACT:
None to receive and file.
Respectfully submitted,
CASH AND INVESTMENT BALANCE 12/31/2023 $92,420,118.44
RECEIPTS 1/1/24-1/31/24 28,378,030.05
DISBURSEMENTS 1/1/24-1/31/24 (23,944,871.32)
CASH AND INVESTMENT BALANCE 1/31/2024 $96,853,277.17
ANALYSIS OF CASH AND INVESTMENT BALANCE - BOOK VALUE
INVESTMENT PORTFOLIO Attachment A-2 $58,075,262.92
LOCAL AGENCY INVESTMENT FUND Attachment A-4 30,619,619.80 TOTAL PUBLIC INVESTMENTS 88,694,882.72
CHECKING / PETTY / STIFEL CASH BALANCES 8,158,394.45
CASH AND INVESTMENT BALANCE 1/31/2024 96,853,277.17
CASH HELD BY BOND TRUSTEES 3,671,303.09
TOTAL CASH AND INVESTMENT / BOND TRUSTEE CASH BALANCE 1/31/2024 $100,524,580.26
CITY OF COVINA INVESTMENT REPORT
FOR THE MONTH ENDED JANUARY 31, 2024
The purpose of this report is to provide readers with the overall cash position of the City. There is sufficient investment liquidity to meet the pooled expenditures of all City’s funds for the next 6 months.
Attachment A -City
BOOK ACQUISITION MATURITY MARKET
TYPE OF INVESTMENT ISSUER VALUE DATE DATE VALUE
City of Covina:
Drawer & Petty Cash N/A $7,347.45 N/A N/A $7,347.45
General - Checking Account BMO 5,358,515.75 N/A Demand 5,358,515.75 Public Agency Saving - Parking Fines BMO 41,159.02 N/A Demand 41,159.02 Utility Billing Account BMO 111,029.43 N/A Demand 111,029.43 Workers' Compensation - Checking Account BMO 63,188.20 N/A Demand 63,188.20 Payroll - Checking Account BMO 1,159,449.30 N/A Demand 1,159,449.30 Money Market BMO 1,027,519.55 N/A Demand 1,027,519.55
AFLAC Flexible Spending Account BMO 22,985.37 N/A Demand 22,985.37 STIFEL Cash Per GL Various 367,200.38 Various Various 367,200.38 STIFEL Investment Portfolio Various 58,075,262.92 Various Various 57,730,147.65 Local Agency Investment Fund State of California 30,619,619.80 N/A Demand 30,619,619.80 Subtotal (A) $96,853,277.17 $96,508,161.90
Cash Held With 3rd Party Administrator:
TRIP 2017A Covina Wilmington Trust $342.75 N/A Demand $342.75 LA County Loan Agreement U.S. Bank 1,750,044.77 N/A Demand 1,750,044.77 Other Post-Employment Benefits U.S. Bank 1,261,301.98 N/A Demand 1,261,301.98 2021 Taxable Pension Obligation Bonds U.S. Bank 659,613.46 N/A Demand 659,613.46 2019 Wastewater Refunding Bonds U.S. Bank 0.13 N/A Demand 0.13 Subtotal (B) $3,671,303.09 $3,671,303.09
TOTAL (A+B) $100,524,580.26 $100,179,464.99
CITY OF COVINA
CASH AND INVESTMENT SUMMARY
FOR THE MONTH ENDED JANUARY 31, 2024
The purpose of this schedule is to show the total cash and investments held by the City of Covina by account.
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\23-24\January 2024\Jan 2024 Investment Report\CITY -ATTACH A-1 Attachment A-1 CITY Page 28 of 279 Issuer Purchase Date
Market Price Per
Share Qty
Total Original Cost
Value Coupon CUSIP Maturity Trustee
FEDL Agric MTG CorpMedium Term Note 06/30/22 91.847000 1,000,000 915,357.70 0.9400 31422XGQ9 10/26/2026 Stifel FEDL Agric MTG CorpMedium Term Note 10/12/22 99.637000 1,000,000 1,000,000.00 5.1000 3134GX4R2 10/28/2025 Stifel FEDL AGRIC MTG CorpMedium Term Note 03/06/23 99.866000 1,000,000 1,000,000.00 5.9000 31422XY30 3/8/2028 Stifel Total Agricultural Mortgage 3,000,000 2,915,357.70
FEDL Farm Credit Bank Bond 02/02/22 96.784000 1,000,000 998,647.01 1.3200 3133ENLU2 1/21/2025 Stifel FEDL Farm Credit Bank Bond 02/02/22 92.930000 1,000,000 996,151.59 1.5000 3133ENKV1 1/13/2027 Stifel Federal Farm Credit Bank Bond 04/07/22 97.363000 1,000,000 1,012,990.47 3.1500 3133EJDV8 3/22/2027 Stifel FEDL Farm Credit Bank Bond 01/10/23 99.711000 1,000,000 1,000,000.00 5.1400 3133EN6C9 1/18/2028 Stifel Total Federal Farm Credit 4,000,000 4,007,789.07
FEDL Home Loan Bank Bond 02/02/22 97.028000 1,000,000 1,021,259.76 2.6250 3130A6ZQ3 12/12/2025 Stifel FEDL Home Loan Bank Bond 04/07/22 97.323000 1,000,000 1,007,733.69 3.0000 3130A2VE3 9/11/2026 Stifel FEDL Home Loan Bank Bond 06/30/22 99.244000 1,000,000 1,000,488.76 3.1250 3130ASHK8 6/14/2024 Stifel FEDL Home Loan Bank Bond 06/30/22 96.706000 1,000,000 952,708.25 1.0000 3130AQF40 12/20/2024 Stifel FEDL Home Loan Bank Bond 10/12/22 99.634000 1,000,000 1,000,000.00 5.4100 3130ATN94 10/18/2027 Stifel FEDL Home Loan Bank Bond 10/12/22 99.643000 1,080,000 1,079,730.00 5.5000 3130ATMD6 10/27/2027 Stifel FEDL Home Loan Bank Bond 01/09/23 99.965000 2,000,000 2,000,000.00 5.0000 3130AUGG3 1/24/2025 Stifel FEDL Home Loan Bank Bond 02/06/23 99.660000 1,000,000 1,000,000.00 5.5000 3130AUTV6 2/24/2028 Stifel FEDL Home Loan Bank Bond 02/07/23 99.981000 1,000,000 1,000,000.00 5.0000 3130AUUN2 2/14/2025 Stifel FEDL Home Loan Bank Bond 02/13/23 100.047000 1,000,000 1,000,000.00 5.6000 3130AUXK5 3/9/2026 Stifel FEDL Home Loan Bank Bond 02/21/23 99.882000 1,000,000 1,000,000.00 5.3500 3130AV3C4 3/7/2025 Stifel FEDL Home Loan Bank Bond 02/22/23 99.575000 1,000,000 1,000,000.00 5.3000 3130AV4C3 3/9/2028 Stifel FEDL Home Loan Bank Bond 02/23/23 99.804000 1,000,000 1,000,000.00 5.3000 3130AV4Y5 3/13/2028 Stifel FEDL Home Loan MTG Corp - FEDL Home Loan Bank Bond 04/10/23 99.572000 1,000,000 1,000,000.00 5.5000 3130AVMT6 4/28/2028 Stifel Medium Term Note 04/24/23 99.645000 1,000,000 1,000,000.00 5.1500 3134GYQT2 5/1/2026 Stifel FEDL Home Loan Bank Bond 05/09/23 99.185000 1,000,000 1,000,000.00 5.0500 3130AVZG0 5/15/2028 Stifel FEDL Home Loan Bank Bond FEDL Home Loan MTG Corp 05/17/23 99.693000 1,000,000 1,000,000.00 5.6000 3130AW5P1 5/25/2028 Stifel Medium Term Note 06/01/23 99.815000 1,000,000 1,000,000.00 5.8500 3134GYTL6 12/14/2027 Stifel FEDL Home Loan MTG Corp- FEDL Home Loan Bank Bond 06/06/23 99.903000 1,000,000 1,000,000.00 5.5000 3130AWD80 6/12/2026 Stifel FEDL Home Loan MTG Corp- Medium Term Note 07/27/23 99.951000 1,000,000 1,000,000.00 6.0500 3134GYY71 8/10/2028 Stifel Medium Term Note 07/31/23 99.902000 1,000,000 1,000,000.00 6.0000 3134GYYJ5 8/16/2027 Stifel FEDL Home Loan MTG Corp -
Medium Term Note 10/23/23 100.630000 1,000,000 1,000,000.00 6.0000 3134H1HY2 10/30/2028 Stifel Federal Home Loan Mtg Corp 11/06/23 99.868000 1,000,000 1,000,000.00 6.0000 3134H1KD4 11/27/2028 Stifel FEDL Home Loan MTG CorpPool #WN2479 12/04/23 100.177400 1,000,000 993,437.50 4.9400 3132XGXH4 5/1/2028 Stifel FEDL Home Loan Bank Bond 01/11/24 99.698000 1,000,000 1,000,000.00 5.6000 3130AYFM3 1/12/2029 Stifel FEDL Home Loan Bank Bond 01/29/24 99.999000 1,000,000 1,000,000.00 5.5000 3130AYJX5 1/23/2029 Stifel FEDL Home Loan Bank Bond 01/29/24 99.962000 1,000,000 1,000,000.00 5.4000 3130AYM86 1/24/2029 Stifel Total Federal Home Loan 28,080,000 28,055,357.96
CITY OF COVINA
Exhibit A-2
January 2024
Investment Detail as of
January 2024
Investment Portfolio as of
Stifel
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\23-24\January 2024\Jan 2024 Investment Report Attachment A-2 City
Issuer Purchase Date
Market Price Per
Share Qty
Total Original Cost
Value Coupon CUSIP Maturity Trustee
January 2024
Investment Detail as of
State Bank of India -
New York NY CD 02/01/22 93.229000 245,000 245,000.00 1.7500 856285G21 2/9/2027 Stifel Pentagon Federal CR UN -
Tysons Corner VA 02/02/22 92.998000 245,000 245,000.00 1.7000 70962LBE1 2/18/2027 Stifel Sallie Mae Bank -
Salt Lake City UT CD 02/16/22 94.431000 245,000 245,000.00 2.2000 795451BH5 2/23/2027 Stifel American Express Natl BK -
Salt Lake City UT CD 03/01/22 96.798000 245,000 245,000.00 1.8000 02589ABP6 3/10/2025 Stifel Beal Bank -
Las Vegas NV CD 03/01/22 93.980000 245,000 245,000.00 2.0500 07371CK81 3/3/2027 Stifel Beal Bank -
Plano TX CD 03/01/22 93.980000 245,000 245,000.00 2.0500 07371AZQ9 3/3/2027 Stifel BMW Bank North America -
Salt Lake City UT CD 03/01/22 96.834000 245,000 245,000.00 1.8000 05580AK37 3/4/2025 Stifel Medallion Bank -
Salt Lake City UT CD 03/01/22 93.907000 245,000 245,000.00 2.0500 58404DNG2 3/8/2027 Stifel Live Oak Bkg Co -
Wilmington NC CD 03/03/22 96.982000 249,000 248,751.00 1.8500 538036HW7 2/14/2025 Stifel Cpital One Bank USA NA -
Glen Allen VA CD 04/07/22 95.711000 245,000 245,000.00 2.7000 14042TFJ1 4/13/2027 Stifel Synchrony Bank -
Draper UT CD 04/07/22 95.708000 245,000 245,000.00 2.7000 87165FK45 4/14/2027 Stifel Ally Bank -
Midvale UT CD 04/27/22 96.670000 245,000 245,000.00 2.8500 02007GQQ9 5/5/2026 Stifel Capital One NA -
Mclean VA CD 04/27/22 96.713000 245,000 245,000.00 3.0500 14042RRA1 5/4/2027 Stifel Goldman Sachs Bank USA -
New York NY CD 04/27/22 96.700000 245,000 245,000.00 3.0500 38149M6Y4 5/11/2027 Stifel Toyota Finl Svgs BankHenderson NV CD 05/09/22 97.145000 245,000 245,000.00 3.2000 89235MNH0 5/17/2027 Stifel First Natl Bank of Amer- East
Lansing MI CE 05/16/22 97.286000 245,000 245,000.00 3.0000 32110YXE0 11/28/2025 Stifel Morgan Stanley Bank NA- Salt
Lake City UT CD 05/16/22 97.294000 245,000 245,000.00 3.2500 61690UJ68 5/19/2027 Stifel Morgan Stanley PVT BK NAPurchase NY CD 05/16/22 97.294000 245,000 245,000.00 3.2500 61768EJR5 5/19/2027 Stifel Discover BankGreenwood DE CD 05/20/22 97.134000 245,000 245,000.00 3.2000 254673E36 5/24/2027 Stifel Barclays Bank DEWilmington DE CD 05/24/22 97.829000 245,000 245,000.00 3.0500 06740KQS9 6/2/2025 Stifel Isreal Discount BK of NYNew York NY CD 05/24/22 99.272000 245,000 245,000.00 2.8500 465076TQ0 5/28/2024 Stifel BMO Harris Bank NAChicago IL CD 06/23/22 97.962000 245,000 245,000.00 3.2000 05600XGK0 6/24/2025 Stifel Oceanfirst Bank NAToms River NJ CD 06/23/22 99.255000 245,000 245,000.00 3.2500 67523TBE2 7/1/2024 Stifel Pinnacle Bank -
Nashville TN CD 06/23/22 99.200000 245,000 245,000.00 3.0500 72345SLE9 6/28/2024 Stifel Synovus BankColumbus GA CD 06/23/22 98.973000 245,000 245,000.00 3.2000 87164DTM2 8/30/2024 Stifel UBS Bank USASalt Lake City UT CD 06/27/22 99.235000 245,000 245,000.00 3.2000 90348J4B3 7/1/2024 Stifel American First CR UNBrea CA SHS CTF 06/30/22 97.984000 245,000 245,000.00 3.2500 02616ABJ7 7/15/2025 Stifel First Technology FCUMountain View CA SHS CTF 06/30/22 99.602000 245,000 245,000.00 3.2500 33715LEA4 4/15/2024 Stifel Tennessee Valley AuthPWR Bond 1995 SER E 06/30/22 103.769000 1,000,000 1,063,135.92 6.7500 880591CJ9 11/1/2025 Stifel Austin Telco Fed CR UN- Austin
TX SHS CTF 11/14/22 102.220000 245,000 245,000.00 5.0500 052392CC9 11/27/2026 Stifel Baxter CR UNVernon Hills IL SHS CTF 11/14/22 102.113000 245,000 245,000.00 5.0000 07181JAV6 11/30/2026 Stifel Greenwood Credit UnionWarwick RI SHS CTF 11/14/22 99.949000 245,000 245,000.00 4.9500 397129AJ6 5/28/2024 Stifel Kemba FINL CR UNKemba OH SHS CTF 11/14/22 100.059000 245,000 245,000.00 5.2500 48836LAW2 11/23/2027 Stifel Mountain Amer Fed CR UNWest Jordan UT SHS CTF 11/14/22 99.965000 245,000 245,000.00 5.0000 62384RAS5 5/28/2024 Stifel Oklahoma Fedl CR UNOklahoma City OK CD 11/14/22 99.992000 245,000 245,000.00 5.0000 67886WAB3 11/22/2024 Stifel Rogue Credit UnionMedford OR SHS CTF 11/14/22 100.062000 245,000 245,000.00 5.2000 77535MAE3 11/26/2027 Stifel USAlliance FCURye NY SHS CTF 11/14/22 100.103000 245,000 245,000.00 5.0000 90352RCW3 11/29/2024 Stifel All in FED CR UnionDaleville AL SHS CTF 12/07/22 100.702000 245,000 245,000.00 4.4500 01664MAA4 12/21/2026 Stifel Ideal Credit Union- Woodbury
MN SHS CTF 12/07/22 101.507000 245,000 245,000.00 4.5000 45157PAZ3 12/29/2027 Stifel Workers Credit UnionLittleton MA SHS CTF 12/07/22 99.992000 245,000 245,000.00 5.0500 98138MAZ3 6/17/2024 Stifel Community West CR UNKentwood MI CD 12/12/22 100.395000 245,000 245,000.00 5.0000 20416JAC8 6/23/2025 Stifel Alliant Credit UnionChicago IL SHS CTF 12/20/22 102.776000 245,000 245,000.00 4.8500 01882MAA0 12/30/2027 Stifel Valley Strong CR UNBakersfield CA SHS CTF 01/04/23 100.007000 245,000 245,000.00 5.1000 920133AL9 7/18/2025 Stifel Technology CR UNSan Jose CA SH CTF 01/09/23 100.079000 245,000 245,000.00 5.1000 87868YAH6 7/21/2025 Stifel True Sky FEDL CR UNOklahoma City OK SHS CTF 01/26/23 98.537000 248,000 233,596.16 0.3500 89786MAA2 5/20/2024 Stifel Sound CR UNTacoma WA ShS CTF 02/06/23 100.296000 245,000 245,000.00 5.1000 83616HAC8 2/21/2025 Stifel S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\23-24\January 2024\Jan 2024 Investment Report Attachment A-2 City
Issuer Purchase Date
Market Price Per
Share Qty
Total Original Cost
Value Coupon CUSIP Maturity Trustee
January 2024
Investment Detail as of
Coop Choice Network CUPeoria IL CD 02/13/23 99.986000 245,000 245,000.00 5.1000 21686QAE9 2/23/2024 Stifel Grow FNL FED CR UNTampa FL SHS CTF 02/14/23 99.981000 245,000 245,000.00 5.0500 39981MAB8 2/26/2024 Stifel First NATL BankDamariscotta ME CD 03/09/23 101.809000 245,000 245,000.00 5.0000 32117BFR4 9/23/2026 Stifel KodabankDrayton ND CD 03/09/23 101.805000 245,000 245,000.00 5.0000 50007DAC3 9/22/2026 Stifel Truliant FEDL CR UNWinston Salem NC SHS CTF 03/09/23 101.406000 245,000 245,000.00 5.1500 89789AAH0 3/23/2026 Stifel Pacific Western BankSan Diego CA CD 03/23/23 100.229000 245,000 245,000.00 5.6500 69506YYD5 4/5/2028 Stifel Knoxville TVA Employees -
Credit Union 04/13/23 97.288000 249,000 236,275.11 1.9500 499724AL6 1/16/2025 Stifel Cornerstone Bank-Fargo ND CD 05/01/23 103.972100 245,000 245,000.00 - 219232CR4 5/10/2028 Stifel Local Govt FEDL CR UnRaleigh NC SHS CTF 05/04/23 99.953000 245,000 245,000.00 5.1500 53955LAC1 5/17/2024 Stifel Bank of BarodaNew York NY CD 05/09/23 100.078000 245,000 245,000.00 5.0500 06063HQL0 11/15/2024 Stifel Centris FEDL CR UNOmaha NE SHS CTF 05/09/23 100.344000 245,000 245,000.00 5.0000 15643VAB8 5/24/2025 Stifel NexBank Dallas TX CD Credit Union of Texas- 05/09/23 100.013000 245,000 245,000.00 5.0500 653344CD1 5/15/2025 Stifel Allen TX SHS CTF 05/11/23 100.130000 245,000 245,000.00 5.1500 22551KAZ5 5/27/2025 Stifel Greenstate Credit UnionNorth Liberty IA SH CTF 05/11/23 100.182000 245,000 245,000.00 5.1500 39573LEA2 11/18/2024 Stifel Raiz FCUEL Paso TX CD 05/11/23 99.970000 245,000 245,000.00 5.2000 75102EAN8 5/24/2024 Stifel Tech Credit UnionCrown Point in CD CTF 05/15/23 100.192000 245,000 245,000.00 5.1500 87823TAD0 11/25/2024 Stifel First Choice FEDL CR UNNew Castle PA SHS CTF 05/17/23 100.343000 245,000 245,000.00 5.0000 31949HAA9 5/27/2025 Stifel I H MISS VLY CR UNMoline IL SHS CTF 05/17/23 100.000000 245,000 245,000.00 5.2000 44963KAE8 5/29/2024 Stifel Connexus Credit UnionWausau WI SHS CTF 06/05/23 100.488000 245,000 245,000.00 5.4000 20825WBN9 3/15/2025 Stifel Cross River BankTeaneck NJ CD 06/06/23 100.313000 245,000 245,000.00 5.2500 227563CS0 12/16/2024 Stifel First Source FED CR UNNew Hartford NY SHS CTF 06/06/23 100.077000 245,000 245,000.00 5.4500 33651FAJ8 6/17/2024 Stifel Global Federal CR UNAnchorage AK SHS CTG 06/06/23 100.647000 245,000 245,000.00 5.2000 37892MAL8 6/16/2025 Stifel Americu CR UNRome NY SHS CTF 06/13/23 100.433000 245,000 245,000.00 5.3500 03065QAP3 12/23/2024 Stifel Oregon CMNTY CR UNEugene OR SHS CTF 06/16/23 100.611000 245,000 245,000.00 5.1500 68584JAE9 6/23/2025 Stifel Jefferson Finl FCUMetirie LA SHS CTF CY Fair FCU- 06/21/23 100.335000 245,000 245,000.00 5.2500 474067CH6 12/30/2024 Stifel Houston TX SHS CTF 06/26/23 101.762000 245,000 245,000.00 5.3000 23248UAC1 7/14/2028 Stifel Southwest Heritage CU- Odessa
TX SHS CTF 06/26/23 101.073000 245,000 245,000.00 5.1000 84503PAF7 1/7/2026 Stifel Western Alliance BankPhoenix AZ CD 06/26/23 100.328000 245,000 245,000.00 5.2500 95763PPD7 1/7/2025 Stifel Inspire FEDL CR UN- Bristol
PA SHS CTF 06/29/23 101.487000 245,000 245,000.00 5.0000 457731AQ0 6/30/2026 Stifel Liberty Fed CR UNEvansville IN SHS CTF 07/01/23 100.865000 245,000 245,000.00 5.3000 53052LAW9 7/14/2025 Stifel TTCU Federal CR UnionTulsa OK CD 07/10/23 100.964000 245,000 245,000.00 5.3500 89854LAE3 7/25/2025 Stifel Numerica Credit Union-Spokane
VLY WA SHS CTF 07/12/23 104.366000 245,000 245,000.00 5.1000 67054NBK8 7/31/2028 Stifel GESA CR UNRichland WA CD 07/19/23 102.198000 245,000 245,000.00 5.2500 37424PAH7 7/31/2026 Stifel GHS FED CR UN- Binghamton
NY SHS CTF 08/02/23 101.588000 245,000 245,000.00 5.6000 36266LAB2 8/17/2028 Stifel Pima FEDL CR UNTucson AZ SHS CTF 08/02/23 102.381000 245,000 245,000.00 5.3000 722000AC0 8/17/2026 Stifel Communitywide FEDL CR UNSouth Bend IN SHS CTF 08/04/23 100.933000 245,000 245,000.00 5.2000 20416TBD3 8/29/2025 Stifel Signature Federal Cred U 08/16/23 102.434000 245,000 245,000.00 5.3000 82671DAG2 8/28/2026 Stifel Advantage FEDL CR UNRochester NY SHS CTF 08/24/23 101.431000 245,000 245,000.00 5.3000 00790JAD4 12/31/2025 Stifel Money One FCULargo MD SHS CTF 09/01/23 104.078000 245,000 245,000.00 5.0000 60936TAL3 9/14/2028 Stifel Tucson FEDL CR UNTucson AZ CD 09/01/23 104.060000 245,000 245,000.00 5.0000 898812AC6 9/8/2028 Stifel Lafayette FEDL CR UNRockville MD SHS CTF 11/22/23 101.069000 245,000 245,000.00 5.5500 50625LBP7 5/30/2025 Stifel Keypoint CR UNSan Jose CA SHS CTF 12/13/23 100.000000 245,000 245,000.00 5.4000 49332PAC4 12/27/2024 Stifel SCE FCUIrwindale CA SHS CTF 12/13/23 100.389000 245,000 245,000.00 5.0000 78413RAJ6 6/20/2025 Stifel Dannemora FED CR UNPlattsburgh NY CD 12/20/23 100.808000 245,000 245,000.00 5.3000 236334AD0 12/28/2028 Stifel Total Certificates of Deposit 22,816,000 23,096,758.19
-
57,896,000 $ 58,075,262.92
$ 367,200.38
Stifel Total Value of Portfolio 57,896,000 $ 58,442,463.30 Stifel Cash per GL
Stifel Securities
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\23-24\January 2024\Jan 2024 Investment Report Attachment A-2 City
Qty Purch Date Maturity Sale Date
Share Price at
Purchase Date Net Trade Amount Cost Basis Value Market Value Accrued Interest Issuer CUSIP Held by 10,000 01/11/24 1/12/2029 99.698000 1,000,000 1,000,000 996,980.00 FEDL Home Loan Bank Bond 3130AYFM3 Stifel 10,000 01/29/24 1/23/2029 99.999900 1,000,000.00 1,000,000.00 999,999.00 FEDL Home Loan Bank Bond 3130AYJX5 Stifel 10,000 01/29/24 1/24/2029 99.962000 1,000,000.00 1,000,000.00 999,620.00 FEDL Home Loan Bank Bond 3130AYM86 Stifel Total $3,000,000.00 $3,000,000.00 $2,996,599.00 -
Qty Purch Date Maturity Sale Date
Share Price at Sale /
Maturity Date Original Cost Value
Par Value at
Sale/Maturity
Gain / (Loss) on
Sale / Redemption
Interest Earnings
Since Purchase Issuer CUSIP Held by
20,000 02/02/22 01/18/24 01/18/24 100.000000 $1,990,871.52 $2,000,000.00 -$9,128.48 $36,000.00 FEDL Farm Credit Bank Bond 3133ENLF5 Stifel 2,450 01/10/23 1/25/2024 1/25/2024 100.000000 245,000 245,000 0.00 12,250.00 Uncle Credit UnionLivermore CA SHS CTF 90307LAB0 Stifel 10,000 07/24/23 4/26/2027 1/26/2024 100.000000 1,000,000 1,000,000 0.00 28,430.56 FEDL Home Loan MTG CorpMedium Term Note 3134GYY55 Stifel 10,000 07/27/23 7/27/2028 1/29/2024 100.000000 1,000,000 1,000,000 0.00 29,833.33 FEDL Home Loan MTG CorpMedium Term Note 3134GYXS6 Stifel Total $4,235,871.52 $4,245,000.00 -$9,128.48 $106,513.89 Period Interest Revenue
Previous Month $216,349.42
Previous 12 mos. $1,818,071.72
CITY OF COVINA
Investment Transaction Summary
for the Month Ended January 31, 2024
Purchased Investments
Net Revenue Analysis - for Period Ending Jan 31, 2024
Sold/Matured Investments
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\23-24\January 2024\Jan 2024 Investment Report Attachment A-3 City
2/12/24, 11:43 AM LAIF Regular Monthly Statement
https://laifms.treasurer.ca.gov/RegularStatement.aspx 1/1 Local Agency Investment Fund
P.O. Box 942809
Sacramento, CA 94209-0001
(916) 653-3001
February 12, 2024
LAIF Home
PMIA Average Monthly
Yields
CITY OF COVINA
CITY TREASURER
125 E. COLLEGE STREET
COVINA, CA 91723-2199
Account Number: 98-19-219
January 2024 Statement
Tran Type Definitions
Effective
Date
Transaction
Date
Tran
Type Confirm
Number
Web
Confirm
Number Authorized Caller Amount
1/4/2024 1/4/2024 RD 1744538 1704940 THERESA FRANKE 1,700,000.00 1/11/2024 1/10/2024 RW 1744768 1705177 THERESA FRANKE -1,000,000.00 1/12/2024 1/11/2024 QRD 1746670 N/A SYSTEM 266,755.92
1/16/2024 1/11/2024 RW 1744806 1705217 THERESA FRANKE -2,200,000.00 1/23/2024 1/22/2024 RD 1747415 1707828 THERESA FRANKE 4,000,000.00 Account Summary
Total Deposit: 5,966,755.92 Beginning Balance: 27,852,863.90 Total Withdrawal: -3,200,000.00 Ending Balance: 30,619,619.82
Attachment A-4
Statement Total
Balance Percentage
Cash Balances $8,158,394 8.12%
Local Agency Investment Fund 30,619,620 30.46%
Treasury / Agency 34,978,505 34.80%
Certificate of Deposits 23,096,758 22.98%
Funds Held by Bond Trustees 3,671,303 3.65%
Total $100,524,580 100.00%
CITY OF COVINA
Cash & Investment Holdings by Type as of January 31, 2024 *Average Investment coupon rate: 4.56% (based on weighted average of Original Cost Value) Cash Balances, 8.12%
Local Agency Investment
Fund, 30.46%
Treasury / Agency, 34.80%
Certificate of Deposits,
22.98%
Funds Held by Bond
Trustees, 3.65%
HOLDINGS BY TYPE
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\23-24\January 2024\Investment Holdings by Sector - Jan 24 Attachment A-5 City
CASH AND INVESTMENT BALANCE 12/31/2023 $584,761.15
RECEIPTS 1/1/24-1/31/24 38,901.44
DISBURSEMENTS 1/1/24-1/31/24 0.00
CASH AND INVESTMENT BALANCE 1/31/2024 $623,662.59
ANALYSIS OF CASH AND INVESTMENT BALANCE
CHECKING ACCOUNT $71,047.64
LOCAL AGENCY INVESTMENT FUND Attachment A-6 552,614.95
AVAILABLE CASH BALANCES 623,662.59
CASH HELD BY BOND TRUSTEES 0.00
TOTAL CASH AND INVESTMENT / BOND TRUSTEE CASH BALANCE 1/31/2024 $623,662.59 FOR THE MONTH ENDED JANUARY 31, 2024
The purpose of this report is to provide readers with the overall cash position of the Successor Agency to the Covina Redevelopment Agency (Agency). There is sufficient investment liquidity to meet the pooled expenditures of all Agency's funds for the next 6 months.
SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY INVESTMENT REPORT Attachment A- Agency
BANK ACQUISITION MARKET
TYPE OF INVESTMENT ISSUER VALUE DATE DATE VALUE
Successor Agency to the Covina Redevelopment Agency:
Checking Account BMO $71,047.64 N/A Demand $71,047.64
Local Agency Investment Fund State of California 552,614.95 Demand 552,614.95 Subtotal (A) $623,662.59 $623,662.59
Cash Held With 3rd Party Administrator:
(1) 2013 Series A Tax Allocation Bonds U.S. Bank* $0.00 N/A Demand ($0.00) Fiscal Agent: U.S. Bank
(2) 2014 Series A Tax Allocation Bonds U.S. Bank* 0.00 N/A Demand 0.00 Fiscal Agent: U.S. Bank
(3) 2004 Series B Tax Allocation Bonds U.S. Bank* 0.00 N/A Demand 0.00 Fiscal Agent: U.S. Bank
Subtotal (B) ($0.00) ($0.00)
TOTAL (A+B) $623,662.59 $623,662.59
* Formerly BNY Mellon
SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY
CASH AND INVESTMENT SUMMARY
FOR THE MONTH ENDED JANUARY 31, 2024
The purpose of this schedule is to show the total cash and investments held by the Successor Agency to the Covina Redevelopment Agency by account.
2/12/24, 11:47 AM LAIF Regular Monthly Statement
https://laifms.treasurer.ca.gov/RegularStatement.aspx 1/1 Local Agency Investment Fund
P.O. Box 942809
Sacramento, CA 94209-0001
(916) 653-3001
February 12, 2024
LAIF Home
PMIA Average Monthly
Yields
S/A CITY OF COVINA FOR COVINA
REDEVELOPMENT AGENCY
FINANCE DIRECTOR
125 EAST COLLEGE STREET
COVINA, CA 91723-2199
Account Number: 65-19-007
January 2024 Statement
Tran Type Definitions
Effective
Date
Transaction
Date
Tran
Type Confirm
Number
Web
Confirm
Number Authorized Caller Amount
1/12/2024 1/11/2024 QRD 1745741 N/A SYSTEM 5,496.44
Account Summary
Total Deposit: 5,496.44 Beginning Balance: 547,118.51
Total Withdrawal: 0.00 Ending Balance: 552,614.95
Attachment A-6
Quarter
Ending City Agency*
1/31/2022 $75,824,885 $4,672,130
1/31/2023 $87,605,975 $3,610,391
1/31/2024. $100,524,580 $623,663
CITY OF COVINA AND SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY Cash and Investments Three Year Comparison as of January 31, 2024 The purpose of this schedule is to show, for comparison purposes, the total cash and investment values for the last 3 years. *Successor Agency to Covina Redevelopment Agency
$0
$20,000,000
$40,000,000
$60,000,000
$80,000,000
$100,000,000
$120,000,000
1/31/2022 1/31/2023 1/31/2024.
$75,824,885
$87,605,975
$100,524,580
$4,672,130 $3,610,391 $623,663
MONTH ENDING JAN 31, 2024
City of Covina & Agency* Total Cash & Investments
Three Year Comparison
City Agency*
sdsdad
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\23-24\January 2024\Cash Comparison Jan 2024 Attachment A-7 City and Agency
Carrying Cost Plus
Description Accrued Interest Purch. Fair Value Accrued Interest United States Treasury:
Bills 29,367,637,177.93 $ 29,746,267,500.00 $ NA
Notes $ 68,276,645,745.76 $ 67,500,136,000.00 $ 415,432,964.50 Federal Agency:
SBA $ 270,714,210.78 $ 270,529,128.36 $ 1,311,522.42
MBS-REMICs $ 2,112,857.95 $ 2,081,896.18 $ 9,257.45
Debentures $ 8,483,252,104.13 $ 8,416,872,600.00 $ 75,957,014.20 Debentures FR $ - $ - $ -
Debentures CL $ 650,000,000.00 $ 638,906,500.00 $ 4,456,111.50 Discount Notes $ 25,131,550,958.30 $ 25,469,401,000.00 NA Supranational Debentures $ 2,819,512,700.14 $ 2,788,653,300.00 $ 22,478,612.60 Supranational Debentures FR $ - $ - $ -
CDs and YCDs FR $ - $ - $ -
Bank Notes
CDs and YCDs $ 14,900,000,000.00 $ 14,906,763,784.05 $ 205,689,986.08 Commercial Paper $ 9,797,910,569.35 $ 9,924,275,555.56 NA Corporate:
Bonds FR - $ $ - $ -
Bonds $ 621,664,002.54 $ 607,310,760.00 $ 4,602,340.63
Repurchase Agreements $ - $ - $ -
Reverse Repurchase $ - $ - $ -
Time Deposits $ 5,188,000,000.00 $ 5,188,000,000.00 NA
PMIA & GF Loans $ 325,717,000.00 $ 325,717,000.00 NA
TOTAL $ 165,834,717,326.88 $ 165,784,915,024.15 $ 729,937,809.38 Fair Value Including Accrued Interest $ 166,514,852,833.53 Repurchase Agreements, Time Deposits, PMIA & General Fund loans, and Reverse Repurchase agreements are carried at portfolio book value (carrying cost).
State of California
Pooled Money Investment Account
Market Valuation
1/31/2024
Attachment A-8
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 4
Meeting: February 20, 2024
Title: Consideration of a Land Lease Agreement between the City of Covina and New Cingular Wireless PCS, LLC, to Install a Wireless Communication Facility at 735 N. Glendora Avenue, Covina - Wingate Park
Presented by: Andy Bullington, Director of Public Works Recommendation: Authorize the City Manager to execute the attached Land Lease Agreement between the City of Covina and New Cingular Wireless PCS, LLC, a Delaware limited liability company.
EXECUTIVE SUMMARY:
The City currently has land lease agreements with several wireless communication companies at various Cityowned properties. The City was approached several months ago by New Cingular Wireless (NCW) with a request to construct and operate an unmanned stealth wireless communication facility (WCF) at the parking lot closest to the easterly and northerly property boundary adjacent to the railroad tracks of the Wingate Park property as depicted in exhibit “B” of the lease agreement. This project is projected to provide the City with $1,143,487 over the course of the 20-year lease agreement and could be set aside for Capital Improvement Projects to repair Park Facilities or Park Improvements.
DISCUSSION:
The City Attorney and staff from the Public Works Department have been working with NCW business representatives over the past several months to develop an acceptable agreement that preserves all City uses at the site, provides vital connectivity for the City with priority communication for our first responders and emergency continuity with other emergency agencies while allowing NCW to expand their coverage area, and will return revenues to the City.
In a parallel process, Public Works staff has routed site plans with various departments (Community Development, Police and Fire Departments) to insure compliance with each department’s requirements.
Additionally, NCW will be submitting construction plans to the Community Development Department for the review and approvals necessary to issue a building permit for constructing the facility and pay all required development fees.
The proposed facility will generate revenue for the City and provide significant direct benefits to City of Covina public safety operations by increasing cellular 9-1-1 effectiveness and prioritizing services for first responders in the event of an emergency should the cellular system become overloaded. Engaging in this activity supports the City Council's ongoing priorities of public safety and maintaining fiscal responsibility FISCAL IMPACT:
The City has reached tentative agreement on the potential lease terms providing the City Council approves the terms and authorizes the City Manager to execute the land lease agreement (Attachment “A”). The lease will generate $1,143,487 in revenue over the 20-year term of the lease. The revenues from the land lease will be applied to the General Fund. Use of these revenues would be via General Fund Balance appropriations set aside for Capital Improvement Projects to repair Park Facilities or Park Improvements.
The proposed terms of the Agreement are summarized below. The Agreement has been reviewed by the City Attorney’s Office and has been approved as to form.
Five-year initial term, with four five-year extension options, unless terminated earlier as provided in the Agreement.
Monthly Rent of $3,200.
Annual Fixed Escalator of 4%.
$5,000 Administrative Fee
New Cingular Wireless PCS shall be responsible for all installation, maintenance and repair associated with the Telecommunication Facilities, including all related costs and expenses. All plan checking, building permits and inspections services for this project will be paid by New Cingular Wireless PCS once the lease is signed and plans are submitted.
ZONING:
Typically, use permits are required for the installation of wireless telecommunications facilities. Since the installation is located on city-owned property, a use permit shall not apply to sites where the construction, installation or modification or a wireless communications facility is subject to a lease, license or other agreement with the city (Attachment “B” Covina Municipal Code Section 17.65.030.B.).
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
This project has been determined to be categorically exempt under CEQA in accordance with Section 15301 Existing Facilities (Class 1). The project involves negligible or no expansion of an existing use.
Respectfully submitted,
1 COMMUNICATIONS FACILITY LEASE
THIS COMMUNICATIONS FACILITY LEASE ("Lease"), effective as of the date of the latter signature below (the "Effective Date") is made by and between the City of Covina, a municipal corporation (hereinafter referred to as "LANDLORD") and New Cingular Wireless PCS, LLC, a Delaware limited liability company (hereinafter referred to as "TENANT").
Section 1. Premises. LANDLORD hereby agrees to lease to TENANT space for TENANT’s antenna support structure, antennas and antenna mounts, as well as cable trays or conduits to connect TENANT’s antenna equipment to the base station equipment as defined in EXHIBIT “A” (Premises) of the real property located at 735 N. Glendora Avenue, Covina, CA 91724 as described in EXHIBIT “B” (the “Property”). This Lease is subject to the terms, covenants, and conditions hereinafter set forth, and TENANT covenants, as a material part of the consideration for this Lease, to keep and perform each and every term, covenant, and condition of the Lease. The parties agree to execute a Memorandum of Lease for recording.
Section 2. Access. Access to the Property and Premises will be controlled by LANDLORD. Following construction, TENANT and its agents will be required to provide LANDLORD 72-hours advanced notice to access the Premises for non-emergency work Monday through Thursday from 6:00 a.m. to 4:30 p.m. at (626) 384-5220. For all work afterhours, holidays or weekends the TENANT shall contact LANDLORD’s after-hour emergency call back telephone number (626-945-6093) and an employee will respond within 90 minutes or sooner for all emergency work access. TENANT agrees to reimburse LANDLORD for its actual costs of providing access to the Property at the fully burdened compensation rate of the employees of LANDLORD who provide TENANT’s access, which compensation shall be addition to TENANT’s monthly rent and any other moneys TENANT owes to LANDLORD under this Lease.
Section 3. Term of Lease.
A. The initial term of this Lease shall be for FIVE (5) year(s) (“Initial Term”), subject to three (3) separate Five-year (5-year) extensions, as provided in paragraph Section 3.B below, commencing upon the Effective Date.
B. In the event that TENANT shall not be in default in the performance of any term or condition under this Lease (with all cure periods having lapsed), then, TENANT shall have the option to renew this Lease in THREE (3) separate Five-year (5-year) increments (each 5-year increment being defined as a “Renewal Term”) for a total of TWENTY (20) year(s), unless terminated as provided in this Lease, by providing LANDLORD prior written notice no less than ninety (90) days before the expiration of the Initial Term or the then current Renewal Term of TENANT’S intention to renew the Lease. During any such renewal period, all of the terms and conditions of this Lease shall remain in full force and effect. Commencing with the first day of the first month of the respective Renewal Term, the Rent for the Premises shall be increased in accordance with the provisions set forth in Section 5. Said option(s) shall be exercised by personal delivery or by certified mail, postage prepaid, of such notice of exercise of option to LANDLORD at the address set forth herein for notices. Such exercise of the option(s) granted hereunder shall automatically extend the term of this Lease upon the terms and DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
ATTACHMENT A
2 conditions set forth herein, and no further writing need be executed by TENANT or LANDLORD. In the event that any option specified herein is not exercised as provided, within the time period provided, then said option and remaining options, if any, shall expire, and TENANT shall not have any right to renew said Lease.
C. Upon expiration or termination of this Lease, both parties shall be relieved of any further obligations under this Lease, although each shall continue to have available all remedies for any breach of this Lease occurring prior to the date of termination. Within sixty (60) days following the expiration or termination of this Lease, TENANT shall remove its personal property and fixtures, and restore the Premises to its original condition, reasonable wear and tear excepted and further excepting landscaping and related irrigation equipment, or other aesthetic improvements made by TENANT to the Premises.
Section 4. Administrative Fee. Subject to the provisions of this Section, and for purposes of offsetting costs to LANDLORD in negotiating and administering this Lease, and not as additional rent, TENANT shall pay LANDLORD, at issuance of building permit, a one-time administrative fee in the total amount of FIVE THOUSAND DOLLARS and NO CENTS ($5,000) (the “Administrative Fee”).
Section 5. Rent.
A. TENANT agrees to pay to LANDLORD rent, without prior notice or demand by LANDLORD, the sum of THREE THOUSAND TWO HUNDRED DOLLARS and NO CENTS ($3,200.00) per month (“Rent”) beginning the first day of the month following issuance of building permit (the “Rent Commencement Date”). Said Rent shall be paid to LANDLORD, without deduction or offset, in lawful money of the United States of America, by electronic transfer or at 125 E. College Street, Covina, California 91723, Attn: Finance Department, or at such other place as LANDLORD may designate in writing.
B. Commencing on the anniversary of the Rent Commencement Date during the Initial Term and any Renewal Terms hereof, Rent shall be increased on each anniversary of the Rent Commencement Date by an amount equal to four percent (4%) of the Rent for the previous year.
Section 6. Use.
A. TENANT may use the Premises for the sole purpose of constructing, maintaining, securing and operating a communication service facility, including the installation of required utilities, antennas and related communications equipment, including telephone equipment, electrical equipment, fiber optic cables, telephone lines, antenna and support structures as depicted in the site plan and related drawings approved by LANDLORD, a copy of which is attached hereto as Exhibit "A" and hereby incorporated by reference. Each such antenna or antenna support structure may be configured as required by TENANT, provided TENANT obtains all permits and approvals required by the City of Covina and/or any other public agency having jurisdiction over TENANT’S use of the Premises. No additional equipment or antennas that would be visible to the public may be installed without LANDLORD's prior written consent, but TENANT may replace, repair, add or modify its equipment or any portion DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
3 thereof, whether the equipment is specified or not on any exhibit attached hereto, during the Term of this Lease, subject to LANDLORD's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that LANDLORD shall not be entitled to any additional consideration in connection with the giving of its approval or consent as required herein, excepting the necessary entitlement and permit fees if applicable. Furthermore, LANDLORD and TENANT may agree to increase the square footage of space occupied by TENANT, by no more than ten percent (10%) by letter agreement, subject so long as such replacements do not increase the loading on the water tank and TENANT paying additional rent on a pro-rata basis.
B. At all times throughout the Term of this Lease, TENANT's use of the Premises shall be in conformance with, and subject to all conditions contained in, any and all permits or approvals required by the City of Covina and/or any other agency having jurisdiction over TENANT's operations.
C. LANDLORD agrees that TENANT's ability to use the Premises is dependent upon TENANT's obtaining all necessary insurance, certificates, permits and/or other approvals which may be required from any federal, state or local authority. LANDLORD agrees to cooperate with TENANT as to TENANT's obtaining such certificates, permits or other approvals. In the event TENANT is unable to obtain or maintain any necessary certificate, permit or other approval in order to operate its communications facility, or if due to technological reasons, including but not limited to signal interference, TENANT, in its sole discretion, determines that it will be unable to use the Premises for TENANT's intended purposes, TENANT may terminate this Lease as provided herein, upon thirty (30) days prior written notice.
D. TENANT shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will cause cancellation of any insurance policy covering the Premises or part thereof or portion of its contents. TENANT agrees to pay any increase in the rate of fire or other insurance policy covering the Premises which is due to TENANT's leasing of the Premises. TENANT shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other parties or injure them or use or allow or permit the Premises to be used for any unlawful purpose. Nor shall TENANT cause, maintain or permit any nuisance in or about the Premises. TENANT shall not commit or suffer to be committed any waste in or upon the Premises.
E. TENANT agrees at all times to maintain its levels of electromagnetic radiation within all applicable standards established by the Federal Communications Commission (“FCC”) and/or any other governmental authority having jurisdiction. TENANT agrees at all times to conduct its communication service operations in such a manner so as to not cause interference with any of LANDLORD's existing communications operations. A failure to cure any such interference within five (5) business days of the LANDLORD’s providing written notice of such interference shall constitute a default hereunder. In the event any of TENANT's operations interfere with LANDLORD's emergency communications, LANDLORD may provide telephonic notice to TENANT of such interference and TENANT shall, within twenty-four (24) hours, cease all communications operations on the Premises that interfere with LANDLORD's emergency communications, until the condition causing the interference is remedied to LANDLORD's reasonable satisfaction. LANDLORD agrees that DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
4 LANDLORD and/or any other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such radio equipment that is of the type and frequency which will not cause measurable interference to the then existing equipment of TENANT. The parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this paragraph and therefore, TENANT shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance.
Section 7. Compliance with Law. TENANT shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any applicable law, statute, ordinance or other governmental rule or regulation now in force or which may hereinafter be enacted or promulgated. Subject to TENANT's right to terminate as provided, TENANT shall, at its sole cost and expense, promptly comply with all applicable laws, statutes, ordinances and other governmental rules, regulations or requirements now in force or which may hereinafter be enacted or promulgated, relating to, or affecting the condition, use or occupancy of the Premises, excluding structural changes or the removal of any hazardous materials not related to or affected by TENANT's improvements and acts. The final, nonappealable judgment of a court of competent jurisdiction or the admission by TENANT in any action against TENANT, whether LANDLORD be a party thereto or not, that TENANT has violated any law, statute, ordinance or any other governmental rule or regulation shall be conclusive of that fact as between LANDLORD and TENANT.
Section 8. Alterations and Additions. Other than as expressly required or permitted herein, TENANT shall not make or suffer to be made any alterations, additions or improvements in or to or about the Premises or any part thereof without the prior written consent of LANDLORD. Excepting only the communications related equipment of TENANT, which equipment is Tenant’s personal property and is not a fixture, any alterations, additions or improvements in, to or about the Premises, shall on the expiration of this Lease become a part of the realty and belong to LANDLORD and shall be surrendered with the Premises, unless otherwise agreed to by LANDLORD and TENANT. Any alterations, additions or improvements to the Premises desired by TENANT, other than those expressly required or permitted herein, shall require LANDLORD's prior written consent, and shall be made by TENANT at TENANT' s sole cost and expense, and any contractor or person selected by TENANT to make the same must first be approved of, in writing, by LANDLORD. The foregoing notwithstanding, TENANT shall be allowed to upgrade the existing equipment as depicted on Exhibit A upon the Rent Commencement Date of this Lease, which will have been deemed approved by the LANDLORD upon full execution of this Lease.
Section 9. Physical Condition ofPremises; Waiver.
A. By taking possession of the Premises, TENANT shall be deemed to have accepted the Premises as being in good sanitary order, condition and repair. TENANT shall, at TENANT's sole cost and expense, keep the Premises and any part thereof in good condition and repair. LANDLORD shall have no obligation whatsoever to alter, improve or repair the Premises, or any part thereof, and the parties hereto affirm that LANDLORD has made no representations to TENANT respecting the condition of the Premises except as specifically set forth herein. Subject to paragraph 6.A above, TENANT further agrees DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
5 that it shall submit to LANDLORD, prior to applying for any permits to renovate, reconstruct, improve, alter or in any way modify the Premises, plans and specifications for LANDLORD's approval.
B. LANDLORD shall not be liable for any failure to make any repairs or to perform any maintenance except as specifically provided herein. Except as may otherwise be provided herein, there shall be no abatement of Rent and no liability of LANDLORD by reason of any injury to or interference with TENANT's business arising from LANDLORD or TENANT making of any repairs, alterations or improvements in or to any portion of the Premises or in or to any fixtures, appurtenances and equipment therein. TENANT hereby specifically waives the right to make repairs at LANDLORD's expense under any law, statute or ordinance now or hereafter in effect. Notwithstanding the foregoing, LANDLORD shall not be responsible for any damage to TENANT's equipment or facilities caused by LANDLORD's activities, unless caused by the negligence or willful misconduct of LANDLORD to the extent required in order for TENANT to operate at the Property as intended, LANDLORD agrees that it shall maintain the Property in compliance with all governmental laws, codes and regulations C. Except as expressly provided herein, TENANT shall accept possession of the Premises, in an "as is" physical condition with no warranty, express or implied, by LANDLORD as to the condition of the soil, its geology, the presence of known or unknown faults, its suitability for the use intended by the TENANT, any onsite soils contamination or any similar matters. Itshall be the sole responsibility and obligation of TENANT to investigate and correct any adverse soil, surface or subsurface conditions of the Premises necessary in order to place the Premises in a condition entirely suitable for the use intended by TENANT and agreed to by LANDLORD as is set forth herein. TENANT shall have the right to enter the Property upon no less than forty-eight (48) hours’ notice to conduct tests to determine suitability of the Premises. If determined to be unsuitable for TENANT's purposes, then at TENANT's discretion, TENANT may terminate this Lease on thirty (30) days’ notice to LANDLORD and in which case TENANT would have no further obligations under this Lease except as expressly provided otherwise. Notwithstanding the foregoing, LANDLORD represents that to the best of its knowledge, no activities of LANDLORD have resulted in any soils contamination.
D. Except as otherwise provided in this paragraph, TENANT hereby specifically waives any rights TENANT may have against LANDLORD with regard to the condition of the Premises, including, but not limited to, soils, toxic or hazardous materials, fill material, compaction, geologic constraints, and faults. (1) TENANT also further agrees to indemnify, defend, and hold harmless LANDLORD from and against any and all claims, losses, liabilities, damages, demands, actions, judgments, causes of action, assessments, penalties, costs and expenses (including without limitation, the reasonable fees and disbursements of legal counsel, expert witnesses and accountants) and all foreseeable and unforeseeable consequential damages which might arise or be asserted against LANDLORD, following TENANT’s commencement of use of the Premises, as a result of an alleged violation by TENANT of any present or future federal, state or local law (whether under common law, statute, rule, regulation or otherwise) relating to the environment or to any hazardous substance, activity, or material connected with the condition of the Premises, including, but not limited to, the Comprehensive Environmental Response, Compensation, and DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
6 Liability Act of 1980 (CERCLA), 42 U.S.C. §§ 9601 through 9657, inclusive; Transportation of Hazardous Materials and Wastes (HMTA), 49U.S.C. App. §§ 1801 through 1813, inclusive; the Federal Resource Conservation and Recovery Act (RCRA), 42 U.S.C. §§ 6901 through 6992, inclusive; 40 C.F.R. Parts 260 through 271, inclusive; the California Hazardous Substance Account Act (HSAA), California Health and Safety Code §§ 25300 through 25395, inclusive; the California Hazardous Waste Control Act (HWCA), California Health and Safety Code §§ 25100 through 25249, inclusive; the Porter- Cologne Water Quality Control Act, California Water Code §§ 13000 through 13999.16, inclusive; and the Underground Storage Tank Act (USTA), California Health and Safety Code§§ 24280 through 24299.7, inclusive, all as the same may be amended from time to time. TENANT shall be entitled to be reimbursed by LANDLORD for its documented costs of Claims paid by TENANT as to violations of any of the foregoing statutes, acts, or regulations determined in any final court proceeding, or to LANDLORD's satisfaction, to be attributable to the acts or omissions of LANDLORD. LANDLORD shall reimburse TENANT for those corresponding clean-up costs expended by TENANT for which LANDLORD has agreed in advance and in writing to reimburse TENANT. This environmental indemnity shall survive the expiration or termination of this Lease as to activities taking place or occurring on or about the Premises prior to such expiration or termination. (2) LANDLORD shall, upon request and at TENANT's cost, provide to TENANT copies of all reports, studies, surveys and other data and information on the Premises which is now available to LANDLORD. LANDLORD represents that it has no information disclosable pursuant to California Health and Safety Code § 25359(a).
Section 10. Claims Against Premises. TENANT shall not suffer or permit to be enforced against the Premises, or any part thereof, any mechanic's, materialman's, contractor's or subcontractor's liens arising from, or any claim for any work of construction, repair, restoration, replacement orimprovement of orto the Premises on the behalf ofTENANT or any other similar claim or demand howsoever the same may arise, but TENANT shall pay or cause to be paid any and all such claims or demands before any action is brought to enforce the same against the Premises. TENANT agrees to indemnify and hold LANDLORD and the Premises free and harmless of all liability for any and all such claims and demands, together with payment of LANDLORD's reasonable attorneys' fees and all costs and expenses in connection therewith.
Section 11. Utilities. TENANT shall pay the cost of any and all water, electrical, gas or other utility services utilized by TENANT upon the Premises during the Term hereof and shall have such utilities installed underground and maintained at TENANT's sole cost and expense, subject to plans and specifications approved in writing by LANDLORD. LANDLORD shall approve or disapprove of same within fourteen (14) days.
Section 12. Taxes. TENANT shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed and which become payable during the Term hereof upon all of TENANT's possessory interest in and to the Premises, leasehold improvements, equipment, fixtures and personal property located in or about the Premises. TENANT agrees that, without prior demand or notice by LANDLORD, TENANT shall, not less than five (5) days prior to the day upon which any such possessory interest or other such tax is due, provide LANDLORD with proof of payment of such tax.
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
7 Section 13. Holding Over. If TENANT, with LANDLORD’s written consent, remains in possession of the Premises after expiration or termination of the Lease Term, such possession by TENANT shall be deemed to be a month-to-month tenancy, terminable on thirty (30) days’ notice given at any time by either party, at a monthly rental equal to one hundred fifty percent (150%) of the monthly Rent in effect immediately prior to expiration or termination. All provisions of this Lease except those pertaining to monthly Rent and Term shall apply to the month-to-month tenancy.
Section 14. Entry by LANDLORD. TENANT hereby agrees that representatives of the LANDLORD, as designated by LANDLORD's City Manager, shall, during normal business hours, have the right to enter the Premises with a representative of TENANT to inspect and determine if same complies with each and every term and condition of this Lease and with all applicable City, County, State and Federal laws, rules, ordinances and regulations relating to building occupancy and the conduct of TENANT's business, provided LANDLORD gives TENANT no less than forty-eight (48) hours prior written notice. TENANT hereby waives any claim for damages or for any injury or inconvenience to or interference with TENANT's business, any loss of occupancy or quiet enjoyment of the Premises, and any loss occasioned thereby, except to the extent of LANDLORD's or its agents and employees negligence or intentional misconduct. LANDLORD shall at all times have and retain a key with which to unlock, in the event of emergency, any entrances to any perimeter enclosures (fencing, etc.) surrounding TENANT's facilities. It is expressly agreed that LANDLORD shall not have a key to TENANT's facilities, except as provided above, and TENANT expressly waives any and all damages which might occur to TENANT's facilities including, but not limited to, damages arising from fire, vandalism, explosion or earthquake, as a result thereof, except to the extent of LANDLORD's or its agents and employees negligence or intentional misconduct. Any entry to the Premises obtained by LANDLORD, as provided above, shall not, under any circumstances, be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of TENANT from the Premises or any portion thereof.
Section 15. Default. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease:
A. Vacating or Abandonment of the Premises by TENANT as provided under California state law;
B. The failure by TENANT to make any payment of Rent or any other payment required to be made by TENANT hereunder, as and when due, where such failure shall continue for a period of seven (7) days after mailed written notice thereof by LANDLORD to TENANT, return receipt requested;
C. A failure by TENANT to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by TENANT, other than as described in the preceding paragraph Section 15.A, where such failure shall continue for a period of thirty (30) days after the date of mailing written notice thereof by LANDLORD to TENANT, return receipt requested; provided, however, that if the nature of the default involved does not consist of radio interference, and is such that more than thirty (30) days are reasonably required for its cure, then TENANT shall not be deemed to be in default if TENANT commences such DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
8 cure within such thirty (30) day period and thereafter diligently prosecutes said cure to completion.
D. The making by TENANT of any general assignment or general arrangement for the benefit of creditors; or the filing by or against TENANT of a petition to have TENANT adjudged a bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against TENANT, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of TENANT's assets located in or about the Premises or of TENANT's interest in this Lease, where possession is not restored to TENANT within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of TENANT's assets located in or about the Premises or of TENANT's interest in this Lease, where such seizure is not discharged in thirty (30) days.
E. A failure by LANDLORD to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by LANDLORD, where such failure shall continue for a period of thirty (30) days after the date of mailing written notice thereof by TENANT to LANDLORD, return receipt requested; provided, however, that if the nature of the default involved does not consist of radio interference, and is such that more than thirty (30) days are reasonably required for its cure, then LANDLORD shall not be deemed to be in default if LANDLORD commences such cure within such thirty (30) day period and thereafter diligently prosecutes said cure to completion.
Section 16. Remedies in Default. In the event of any such material default or breach by LANDLORD, TENANT may at any time thereafter and without notice or demand and, without limiting TENANT in the exercise of a right or remedy TENANT may have by reason of such default or breach, terminate this Lease and exercise any and all rights and remedies available to it under law and equity. In the event of any such material default or breach by TENANT, LANDLORD may at any time thereafter and without notice or demand and, without limiting LANDLORD in the exercise of a right or remedy LANDLORD may have by reason of such default or breach:
A. Terminate TENANT's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and TENANT shall immediately surrender possession of the Premises to LANDLORD. In such event, LANDLORD shall be entitled to recover from TENANT all damages incurred by LANDLORD by reason of TENANT's default including, but not limited to, the cost of recovering possession of the Premises, including necessary renovation and alteration of the Premises, for reasonable attorneys' fees and costs, and the amount by which the unpaid Rent for the balance of the term, after the time of court award, exceeds the amount of such rental loss for the same period that TENANT proves could be reasonably avoided. Unpaid installments of Rent or other sums shall bear interest from due date thereof at the rate of eighteen percent (18%) per annum or at the maximum legal rate then in effect in California, whichever is higher. In the event TENANT shall have abandoned the Premises, LANDLORD shall have the option of (1) taking possession of the Premises and recovering from TENANT the amount specified in this paragraph or (2) proceedings under the remaining paragraphs of this Section 16.
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
9 B. Maintain TENANT's right to possession, in which case this Lease shall continue in effect whether or not TENANT shall have abandoned the Premises. In such event, LANDLORD shall be entitled to enforce all of LANDLORD's rights and remedies under this Lease, including the right to recover Rent as it becomes due hereunder.
C. Pursue any other remedy now or hereafter available to LANDLORD under the laws or judicial decisions of the State of California. Furthermore, TENANT agrees that no election by LANDLORD as to any rights or remedies available hereunder or under or pursuant to any law or judicial decisions of the State of California shall be binding upon LANDLORD until the time of trial of any such action or proceeding. Notwithstanding the provisions of Section 16.A, above, if an event of default by TENANT occurs, LANDLORD shall not have the right, prior to the termination of this Lease by a court of competent jurisdiction, to re-enter the Premises and/or remove persons or property therefrom.
D. Notwithstanding any provision herein to the contrary, a revocation of any regulatory approval, shall not constitute an electable remedy for purposes of this Section 16.
Section 17. Eminent Domain. If more than fifty percent (50%) of the Premises, or such portion of the Premises necessary for TENANT to operate at the Premises as intended, shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto shall have the right, at its option, to terminate this Lease, and LANDLORD shall be entitled to any and all income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such public or quasi-public use or purpose, and TENANT shall have no claim against LANDLORD for the value of any unexpired Term of this Lease. However, Tenant may file a separate claim against the condemning authority for moving expenses and/or relocation costs. If either less than or more than fifty percent (50%) of the Premises is taken, and neither party elects to terminate as herein provided, the rental thereafter to be paid shall be equitably reduced.
Section 18. Offset Statement. TENANT shall, at any time and from time to time upon not less than twenty (20) days' prior written notice from LANDLORD, execute, acknowledge and deliver to LANDLORD a statement in writing (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any, and (b) acknowledging that there are not, to TENANT's knowledge, any uncured defaults on the part of LANDLORD hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of which the Premises are a part.
Section 19. Assignment and Subletting.
A. TENANT shall not sublet all or any portion of the Premises to any other party or parties. TENANT shall not assign this Lease or any right hereunder to any other party or parties without first obtaining the written consent of LANDLORD, which consent shall not be unreasonably withheld, conditioned or delayed. Any assignment of this Lease without such prior written consent shall be void for all purposes and LANDLORD may, at its option, declare a forfeiture of the same in any manner provided by law.
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
10 B. Notwithstanding the foregoing, TENANT may assign this Lease without the consent of LANDLORD to TENANT's principal, subsidiaries of its principal or to any entity which acquires all or substantially all of TENANT's assets in the market defined by the Federal Communications Commission in which the Property islocated by reason of a merger, acquisition or other business reorganization; provided such assignee executes a document satisfactory to LANDLORD evidencing assignee's consent to be bound by all terms of this Lease.
C. LANDLORD shall not charge TENANT as a condition of approving such document, unless otherwise required by this Lease or law.
Section 20. Attorney's Fees. In the event that any action or proceeding is brought by either party to enforce any term or provision of this Lease, the prevailing party shall recover its reasonable attorneys' fees and costs incurred with respect thereto.
Section 21. Fixtures. All trade fixtures and/or temporary facilities installed in or on the Premises by TENANT may be removed by TENANT at any time during the Term of this Lease so long asthe same may be removed without permanent damage to the Premises. TENANT shall repair all damage, which may result therefrom to the reasonable satisfaction of LANDLORD.
Section 22. Indemnification.
A. To the maximum extent permitted by law, TENANT shall defend, indemnify and hold LANDLORD and each of LANDLORD's elected officials, officers, agents and employees (collectively “Indemnitees”) free and harmless from all claims and liabilities for death, personal injury or other damage to persons or property by reason of TENANT's negligence or TENANT's acts or omissions or those of TENANT's employees, contractors, agents, guests or invitees in connection with TENANT's use and occupancy of the Premises, except to the extent caused by Landlord or its employees' or agents' negligent acts or omissions.
B. Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against TENANT because of the acceptance by LANDLORD, or the deposit with LANDLORD, of any certificate of insurance required pursuant to this Lease.
C. Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, TENANT, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the TENANT.
D. Survival. The provisions of this Section 22 shallsurvive the termination of the Lease and are inaddition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against TENANT shall be conclusive in favor ofthe Indemnitee's right to recover under thisindemnity provision.
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
11 Section 23. Insurance.
A. TENANT's Duty to Keep Improvements. Insured. Throughout the term hereof, at TENANT's sole cost and expense, TENANT shall keep insured or self-insure, all of TENANT’s improvements located on or appurtenant to the Premises against loss or damage by fire and such other risks as are now or hereafter included in an extended coverage endorsement in common use for such structures, including vandalism and malicious mischief. The amount of insurance shall be the then replacement cost, excluding costs of replacing excavations and foundations for full replacement value. AT&T self insures this risk. LANDLORD shall not carry any insurance the effect of which would be to reduce the protection or payment to TENANT under any insurance that this Lease obligates TENANT to carry.
B. Commercial General Liability Insurance. Throughout the term hereof, at TENANT's sole cost and expense, TENANT shall keep in effect, for the benefit of TENANT, and including LANDLORD as an additional insured by endorsement as their interest may appear, commercial general liability insurance on ISO CG 00 01 or its equivalent in the amount of Two Million Dollars ($2,000,000) per occurrence for bodily injury and property damage and Four Million Dollars ($4,000,000) general aggregate insuring against claims for bodily injury (including death), or property damage arising from the use, occupancy, disuse, or condition of the Premises.
C. Policy Form, Contents and Insurer. All insurance required by express provision of this Lease shall be carried only in responsible insurance companies eligible to do business in the State of California with a current A.M. Best rating of no less than A-:VII. All such policies shall contain language to the effect that (1) the policies are primary and noncontributing with any insurance that may be carried by LANDLORD; (2) any failure by TENANT to comply with reporting or other provisions of the policies including breaches of warranties shall not affect the required coverage; and (3) the required insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. LANDLORD and each of LANDLORD's elected officials, officers and employees are included as an additional insured as their interest may appear under this Agreement on the general liability policy; TENANT shall furnish LANDLORD with copies of all certificates of insurance and additional insured endorsement(s) evidencing the insurance.
TENANT may effect for its own account any insurance not required under this Lease.
D. Failure to Maintain Insurance; Proof of Compliance. TENANT shall deliver to LANDLORD, in the manner required for notices, copies of certificates of insurance and additional insured endorsements as to commercial general liability insurance policy required by this Lease, within the following time limits: (1) For insurance required at the commencement of this Lease, within ten ( 10) days after execution of this Lease and prior to TENANT's occupancy of the Premises; (2) For insurance renewals, within thirty (30) days of the expiration or renewal of such policy.
Section 24. Authority of Parties. Each individual executing this Lease on behalf of each party represents and warrants that he or she is fully authorized to execute and deliver this Lease on behalf of such party and that this Lease is binding upon such party in accordance with its terms.
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
12 Section 25. Waiver. The waiver by LANDLORD or TENANT of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent hereunder by LANDLORD shall not be deemed to be a waiver of any preceding breach by TENANT of any term, covenant or condition of this Lease, other than the failure of the TENANT to pay the particular rental so accepted, regardless of LANDLORD's knowledge of such preceding breach at the time of acceptance of such Rent.
Section 26. Time. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor.
Section 27. Late Charges. TENANT hereby acknowledges that late payment by TENANT to LANDLORD of Rent or other sums due hereunder will cause LANDLORD to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges.
Accordingly, if any installment of Rent or of a sum due from TENANT shall not be received by LANDLORD or LANDLORD's designee within ten (10) days after written notice that said amount is past due, then TENANT shall pay to LANDLORD a late charge equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that LANDLORD will incur by reason of the late payment by TENANT. Acceptance of such late charges by LANDLORD shall in no event constitute a waiver of TENANT's default with respect to such overdue amount, nor prevent LANDLORD from exercising any of the other rights and remedies granted hereunder.
Section 28. Inability to Perform. This Lease and the obligations of each party hereunder (other than the payment of Rent by Tenant) shall not be affected or impaired because such party is unable to fulfill any of obligations hereunder or is delayed in doing so, unless such inability or delay is caused by reason of strike, war, civil insurrection, terrorism, acts of God, or any other cause beyond the reasonable control of such party.
Section 29. Sale of Premises bv LANDLORD. In the event of any sale or conveyance of the Premises, LANDLORD shall be and hereby is entirely freed and relieved of all liability under any and all of the covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale or conveyance. The purchaser, at such sale or any subsequent sale of the Premises, or other subsequent owner of the Premises, shall be deemed, without any further agreements between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out each and all of the covenants and obligations of LANDLORD under this Lease.
Section 30. Signs and Lights. Except as required by any law or regulation, TENANT shall not place any sign upon the Premises without LANDLORD's prior written consent and approval thereof. TENANT shall not illuminate any communications tower or antenna unless required by law or as may be approved in writing by LANDLORD.
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
13 Section 31. Successors. Subject to the provisions of this Lease with respect to assignment and subletting, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the successors of the respective parties.
Section 32. Notices. Except where otherwise required herein, any notice required or permitted under the terms of this Lease shall be deemed served when personally served on TENANT or LANDLORD or when the same has been placed in the United States mail, postage prepaid and addressed as follows:
If to LANDLORD: City of Covina
125 E. College Street
Covina, CA 91723
Attention: City Manager
If to TENANT: New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
Re: Cell Site #: CLL04193; Cell Site Name: CLL04193 –
CA. Fixed Asset #: 12844589
1025 Lenox Park BLVD. NE, 3rd Floor
Atlanta, Georgia 30319
With a copy to: New Cingular Wireless PCS, LLC
Attn.: Legal Dept – Network Operations
Re: Cell Site #: CLL04193; Cell Site Name: CLL04193 –
CA. Fixed Asset #: 12844589
208 S. Akard Street
Dallas, TX 75202-4206
The copy sent to the Legal Department is an administrative step which alone does not constitute legal notice.
Section 33. Execution by LANDLORD Not a Waiver. TENANT understands and agrees that LANDLORD, by entering into and executing this Lease, shall not have waived any right, duty, privilege, obligation or authority vested in the City of Covina to approve, disapprove or conditionally approve any application which TENANT may be required to make under any laws, rules, ordinances or regulations now or hereafter in effect which the City of Covina may be empowered to apply, including, but not limited to any use permit, wireless permit or approval, whether similar in nature or not.
Section 34. Entire Agreement. This Lease contains the entire agreement between the parties. No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party. Each party has relied on its own examination of this Lease, the counsel of its own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the Premises or improvements, to read the Lease or other documents or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice.
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
14 Section 35. Applicable Law and Venue. Any action brought to enforce any provision of this Lease shall be brought in the County of Los Angeles, and the same shall be governed, except to the extent within the exclusive jurisdiction of the Federal Communications Commission, by the laws of the State of California.
Section 36. Termination. Notwithstanding anything to the contrary contained herein, provided TENANT is not in default hereunder and shall have paid all Rent and sums due and payable to the LANDLORD by TENANT, TENANT shall have the right to terminate this Lease upon the annual anniversary of this Lease provided that two (2) month's prior notice is given the LANDLORD. In connection with such termination by TENANT, TENANT shall pay a termination fee equal to the lesser of six (6) monthly installments of annual rent due or the balance of the annual rent due for the remaining Term of the Lease.
Section 37. Memorandum of Agreement. Upon TENANT’s request, LANDLORD agrees to execute and deliver to TENANT a recordable Memorandum of Agreement, which TENANT may record at its own expense.
[Signatures appear on next page]
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
15 IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Lease hereto effective as of the date last written below. "LANDLORD"
CITY OF COVINA,
a municipal corporation
By ____________________________
Christopher Marcarello
City Manager
ATTEST
By ____________________________
Andrew Aleman
City Clerk
APPROVED AS TO CONTENT
By ____________________________
Anita Agramonte
Director of Administrative
Services
APPROVED AS TO FORM
By ____________________________
Candice K. Lee
City Attorney
"TENANT"
New Cingular Wireless PCS, LLC, a
Delaware limited liability company
By: AT&T Mobility Corporation
Its: Manager
By _________________________
Tax I.D. No: _____________
By ___________________________
(Print)
Title ___________________________
(Print)
Sign ___________________________
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9 Assoc Director Network Design Eng
74-2955068
16 Exhibit A
THE PREMISES
SEE ATTACHED
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
DRAWN BY:
CHECKED BY:
AS
AG
REV DATE DESCRIPTION
REVISIONS:
LICENSEE:
PROJECT INFORMATION:
SHEET TITLE:
SHEET NUMBER:
735 N. GLENDORA AVE.
COVINA, CA 91724
10/20/22 90% ZONING DRAWING A
APPLICANT:
ENGINEER:
Eukon
65 POST, SUITE 1000
www.eukongroup.com
IRVINE, CA 92618
TEL: (949) 553-8566
an SFC Communications, Inc. Company
THIS PAGE CONTAINS CONFIDENTIAL, PROPRIETARY
OR TRADE SECRET INFORMATION EXEMPT FROM
DISCLOSURE UNDER APPLICABLE LAW.
NOT FOR CONSTRUCTION
11/03/22 DRM COMMENTS B11/18/22 0 100% ZONING DRAWING
08/31/23 1 DESIGN UPDATE
10/24/23 2 RF REDLINES11/14/23 3 JX COMMENTS
VICINITY MAP
SITE INFORMATION
GENERAL NOTES
PROJECT TEAM DRIVING DIRECTIONS
AERIAL MAP
DO NOT SCALE DRAWINGS
CODE COMPLIANCE
ZONING DRAWING
SITE
N.T.S
SITE
LEASING: ZONING:
Call before you dig.
below. Know what's
R
TO OBTAIN LOCATION OF PARTICIPANTS
UNDERGROUND FACILITIES BEFORE
YOU DIG IN CALIFORNIA (SOUTH), CALL
DIG ALERT
TOLL FREE: 1-800-422-4133 OR
www.digalert.org
CALIFORNIA STATUTE
REQUIRES MIN OF 2
WORKING DAYS NOTICE
BEFORE YOU EXCAVATE
PROJECT DESCRIPTION
APPROVALS
SHEET DESCRIPTION
T-1 TITLE SHEET
SHEET INDEX
REV
000
LS-1 TOPOGRAPHIC SURVEY
A-1 SITE PLANA-2 ENLARGED SITE PLANA-3 PROPOSED EQUIPMENT LAYOUTA-4 PROPOSED ANTENNA PLAN / ANTENNA AND RRU SCHEDULE A-5 PROPOSED SOUTH AND WEST ELEVATIONS
TITLE SHEET
0 PROJECT: NSB + C-BAND
SITE TYPE: RAWLAND
SITE ADDRESS:
735 N. GLENDORA AVE,
COVINA, CA 91724
SITE NUMBER: CLL04193
PACE#: MRLOS094278
FA#: 12844589
USID#: 324404
AT&T WIRELESS PROPOSES TO CONSTRUCT A WIRELESS INSTALLATION. THE SCOPE WILL CONSIST OF THEFOLLOWING:
OUTDOOR EQUIPMENT
INSTALL 60' HIGH FAUX-EUCALYPTUS INSTALL (12) AT&T PANEL ANTENNAS INSTALL (36) AT&T REMOTE RADIO UNITS (RRU) INSTALL (6) AT&T DC9 SURGE SUPPRESSORS INSTALL (1) AT&T DC50 SURGE SUPPRESSORS INSTALL (1) AT&T PPC/ATS w. CAMLOCK INSTALL (1) AT&T CIENA INSTALL (1) TELCO BOX INSTALL (1) AT&T SERVICE METER INSTALL (1) WALK UP CABINET (WUC) INSTALL (5) AT&T DC12 SURGE SUPPRESSORS INSTALL (1) AT&T POLAR 20kW DC GENERATOR w/ 54 gal DIESEL TANK INSTALL (2) AT&T GPS ANTENNAS INSTALL (1) AT&T 15'-4" x 24'-8" x 8'-0" HIGH SPLIT FACED CMU BLOCK WALL ENCLOSURE LS-2 TOPOGRAPHIC SURVEY
00303
LS-3 TOPOGRAPHIC SURVEY
A-6 EQUIPMENT DETAILS 0
A-7 EQUIPMENT DETAILS 3
GEN-1 GENERATOR SPECIFICATIONS 0GEN-2 GENERATOR SPECIFICATIONS 0GEN-3 GENERATOR SPECIFICATIONS 00 LS-4 TOPOGRAPHIC SURVEY
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
www.eukongroup.com
TEL: (949) 553-8566
IRVINE, CA 92618
65 POST, SUITE 1000
Eukon
an SFC Communications, Inc. Company
LS-1
VICINITY MAP
LEGENDS
E. COLVER PL.
E . W I N G A T E S T .
S O U T H E R N P A C I F I C R A I L R O A D
.
E
V
A
D
N
A
R
G
.
N
APN
842-801-5902
G L E N D O R A A V E .
N D O D S W O R T H
A V E .
LOT 5
LOT 4
APN
SEE LS3
APN
842-801-5902
LOT 5
FLOODZONEBENCHMARKBASIS OF BEARINGTITLE REPORTSITE ADDRESS SEE LS2
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
www.eukongroup.com
TEL: (949) 553-8566
IRVINE, CA 92618
65 POST, SUITE 1000
Eukon
an SFC Communications, Inc. Company
LS-2
MONUMENTLEGENDS
S
O U T H E R
N P A
C I F I C
R
A I L R
O A
D
E. COLVER PL.
G L E N D O R A A V E .
LOT 5
APN
842-801-5902
COORDINATES
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
X X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
OH/P
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
PWR PWR
P/F
E
E
E
E
E
E
E E
GGGG
GG
GGGG
GG
WS
WSWS
WS
WSWS SD SD SD SD SD SD SD SD SD SD SD SD W W W W W W WW WW WW WW WW WW S S S S
S
T
T
T
T
T
W
W
WW
W
S
WW
W
W
DRAWN BY:
CHECKED BY:
AS
AG
REV DATE DESCRIPTION
REVISIONS:
LICENSEE:
PROJECT INFORMATION:
SHEET TITLE:
SHEET NUMBER:
735 N. GLENDORA AVE.
COVINA, CA 91724
10/20/22 90% ZONING DRAWING A
APPLICANT:
ENGINEER:
Eukon
65 POST, SUITE 1000
www.eukongroup.com
IRVINE, CA 92618
TEL: (949) 553-8566
an SFC Communications, Inc. Company
THIS PAGE CONTAINS CONFIDENTIAL, PROPRIETARY
OR TRADE SECRET INFORMATION EXEMPT FROM
DISCLOSURE UNDER APPLICABLE LAW.
NOT FOR CONSTRUCTION
11/03/22 DRM COMMENTS B11/18/22 0 100% ZONING DRAWING
08/31/23 1 DESIGN UPDATE
10/24/23 2 RF REDLINES11/14/23 3 JX COMMENTS
90°
135°
45°
270°
225°
180°
315°
0°
NOTES:
1. THIS SITE PLAN NOT INTENDED
TO BE A LAND SURVEY.
1 SITE PLAN
SITE PLAN
SECTOR "C" AZIMUTH: 30°
SECTOR "A" AZIMUTH: 120°
SECTOR "B" AZIMUTH: 290°
PROPERTY LINE
PROPERTY LINE PROPERTY LINE PROPERTY LINE
PROPERTY LINE
PROPERTY LINE
PROPERTY LINE
PROPERTY LINE PROPERTY LINE
PROPERTY LINE
A.P.N. 842-801-5902
(E) HOCKEY COURT
(E) TENNIS COURT
(E) PARKING
PROPOSED AT&T
NON-EXCLUSIVE VEHICULAR
ACCESS FROM THE PUBLIC
RIGHT OF WAY
(E) EASEMENT [9] SEE LS-1
(E) EASEMENT [5] SEE LS-1(E) EASEMENT [5] SEE LS-1
(E) EASEMENT [10]
[11] [12] SEE LS-1
(E) EASEMENT [10]
[11] [12] SEE LS-1
(E) EASEMENT [10]
[11] [12] SEE LS-1
(E) EASEMENT [10]
[11] [12] SEE LS-1
(E) EASEMENT [8] SEE LS-1
EXISTING 43' HIGH UTILITY POLE
PROPOSED AT&T LEASE
AREA (521.1 SQ.FT.)
PLANNED WATER BASIN
PROPOSED AT&T SITE AREA.
SEE ENLARGED SITE PLAN
1 A-2
(E) EASEMENT [9] SEE LS-1
(E) EASEMENT [6]
SEE LS-1
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P
OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P
OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P OH/P
X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X
X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X
PWR PWR PWR PWR
PWR
FBR FBR FBR PWR PWR PWR PWR PWR PWR PWR PWR PWR PWR PWR PWR PWR P/F P/F P/F P/F P/F P/F P/F
E E E E E E E E
E E E
E E E
E E E E E E E E E
E E E E E
E E E E E
E E E E
G G G G G G G G G G G G G G G
G G G G G G G G G G G G G G G
W W W W W W W W W W W W W W W W
S S S S S S S S S S S S S S S S
SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD
SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD
W W W W W W W W W W W W W W W W
W W W W W W W W W W W W W W W W
W W W W W W W W W W W W W W W W
S S S S S S S S S S S S S S
T T T T T T T T T T T T T T
W W W W W W W W W W
W W W W W W W W W W W W W W W W
S S S S S S S S
W W W W W W W W W
W W W W W W W W
DRAWN BY:
CHECKED BY:
AS
AG
REV DATE DESCRIPTION
REVISIONS:
LICENSEE:
PROJECT INFORMATION:
SHEET TITLE:
SHEET NUMBER:
735 N. GLENDORA AVE.
COVINA, CA 91724
10/20/22 90% ZONING DRAWING A
APPLICANT:
ENGINEER:
Eukon
65 POST, SUITE 1000
www.eukongroup.com
IRVINE, CA 92618
TEL: (949) 553-8566
an SFC Communications, Inc. Company
THIS PAGE CONTAINS CONFIDENTIAL, PROPRIETARY
OR TRADE SECRET INFORMATION EXEMPT FROM
DISCLOSURE UNDER APPLICABLE LAW.
NOT FOR
CONSTRUCTION
11/03/22 DRM COMMENTS B11/18/22 0 100% ZONING DRAWING
08/31/23 1 DESIGN UPDATE
10/24/23 2 RF REDLINES11/14/23 3 JX COMMENTS
90°
135°
45°
270°
225°
180°
315°
0°
1 ENLARGED SITE PLAN
ENLARGED
SITE PLAN
SCALE NOTE:
IF DIMENSIONS SHOWN ON PLAN DO
NOT SCALE CORRECTLY, CHECK FOR
REDUCTION OR ENLARGEMENT FROM
ORIGINAL PLANS.
CONCRETE SIDEWALK
TELCO LINE APPROX.
[14'-6"] S. FROM CL
~EXISTING PARKING LOT~
PROPERTY LINE
PROPERTY LINE
EXISTING UTILITY POLE
#1385174E PROPOSED
AT&T POWER POC
PROPOSED AT&T 2'X3'
FIBER MMP BOX
PROPOSED AT&T FIBER
TRENCH [APPROX. 184']
EXISTING SEWER LINE
12" IRRIGATION WATER LINE
APROX [67'-4"] W. FROM CL
12" (ABND) IRRIGATING COMPANY WATER
LINE APPROX [44'-4"] W. FROM CL
12" (ABND) IRRIGATING COMPANY WATER
LINE APPROX [34'-3"] W. FROM CL
12" WATER CITY OF COVINA LINE
APPROX [30'-0"] W. FROM CL
6" GAS LINE APPROX [19'-10"] W. FROM CL
2" GAS LINE APPROX [15'-10"] W. FROM CL24" STORM DRAIN
APPROX [10'-0"] W. FROM CL
48" STORM DRAIN
APPROX ON CL
8" WATER LINE
APPROX [7-9"] E. FROM CL
8" SEWER LINE
APPROX [10-10"] E. FROM CL
PROPOSED AT&T POWER
TRENCH [APPROX. 432']
EXISTING UTILITY POLE
#1385312E PROPOSED
AT&T POWER POC
PROPOSED AT&T NON-EXCLUSIVE
VEHICULAR ACCESS FROM
THE PUBLIC RIGHT OF WAY
PROPOSED AT&T POWER
METER PEDESTAL
PROPOSED AT&T POWER
RELIEF HANDHOLE
EXISTING IRRIGATION LINE
EXISTING
IRRIGATION LINE
EXISTING ELECTRICAL LINES
EXISTING WATER LINE
PROPOSED AT&T LEASE
AREA (521.1 SQ.FT.)
SEWER LINE APPROX.
[28'-6"] S. FROM CL
PROPOSED AT&T ANTENNA LOCATION.
SEE PROPOSED ANTENNA PLAN
1 A-4
PROPOSED AT&T EQUIPMENT
AREA, SEE EQUIPMENT LAYOUT.
1 A-3
(E) EASEMENT [8] SEE LS-1
EXISTING ACCESS GATE
EXITING WATER VALVEEXITING FIRE HYDRANTEXITING GUY WIREEXITING UTILITY POLE #1385313E
EXISTING TELCO PEDESTALEXISTING WATER METEREXISTING GTE MANHOLE DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
DRAWN BY:
CHECKED BY:
AS
AG
REV DATE DESCRIPTION
REVISIONS:
LICENSEE:
PROJECT INFORMATION:
SHEET TITLE:
SHEET NUMBER:
735 N. GLENDORA AVE.
COVINA, CA 91724
10/20/22 90% ZONING DRAWING A
APPLICANT:
ENGINEER:
Eukon
65 POST, SUITE 1000
www.eukongroup.com
IRVINE, CA 92618
TEL: (949) 553-8566
an SFC Communications, Inc. Company
THIS PAGE CONTAINS CONFIDENTIAL, PROPRIETARY
OR TRADE SECRET INFORMATION EXEMPT FROM
DISCLOSURE UNDER APPLICABLE LAW.
NOT FOR CONSTRUCTION
11/03/22 DRM COMMENTS B11/18/22 0 100% ZONING DRAWING
08/31/23 1 DESIGN UPDATE
10/24/23 2 RF REDLINES11/14/23 3 JX COMMENTS
PROPOSED SOUTH AND
WEST ELEVATIONS
1 2 PROPOSED SOUTH ELEVATION PROPOSED WEST ELEVATION
SCALE NOTE:
IF DIMENSIONS SHOWN ON PLAN DO
NOT SCALE CORRECTLY, CHECK FOR
REDUCTION OR ENLARGEMENT FROM
ORIGINAL PLANS.
ELEV. 0'-0" (REF)
(652.73' AMSL)
GROUND LEVEL
ELEV. 8'-0"
TOP OF (E) AND PROPOSED AT&T
CMU WALL ENCLOSURE
ELEV. 56'-0"
RAD CENTER OF PROPOSED AT&T ANTENNAS
ELEV. 60'-0"
TOP OF PROPOSED FAUX-EUCALYPTUS AND ANTENNAS
PROPOSED AT&T RRU
(TYP.-12 PER SECTOR, TOTAL OF 36)
PROPOSED AT&T PANEL ANTENNA
(TYP.-4 PER SECTOR, TOTAL OF 12)
PROPOSED AT&T 60' HIGH
FAUX-EUCALYPTUS
PROPOSED AT&T DC9 SURGE
SUPPRESSOR (TYP.-6)
PROPOSED AT&T 8'-0" SPLIT FACED
CMU BLOCK WALL ENCLOSURE
TREATED W/ ANTI-GRAFFITI COATING
ELEV. 0'-0" (REF)
(652.73' AMSL)
GROUND LEVEL
ELEV. 8'-0"
TOP OF (E) AND PROPOSED AT&T
CMU WALL ENCLOSURE
PROPOSED AT&T RRU
(TYP.-12 PER SECTOR, TOTAL OF 36)
PROPOSED AT&T PANEL ANTENNA
(TYP.-4 PER SECTOR, TOTAL OF 12)
PROPOSED AT&T DC9 SURGE
SUPPRESSOR (TYP.-6)
PROPOSED AT&T 8'-0" SPLIT FACED
CMU BLOCK WALL ENCLOSURE
TREATED W/ ANTI-GRAFFITI COATING
PROPOSED AT&T 4' WIDE
STEEL ACCESS GATE
ELEV. 52'-0"
BOTTOM OF PROPOSED ANTENNAS
ELEV. 58'-9"
RAD CENTER OF PROPOSED AT&T ANTENNAS
ELEV. 19'-0"
BOTTOM OF FOLIAGE
RAD CENTER OF PROPOSED AT&T ANTENNAS
TOP OF PROPOSED FAUX-EUCALYPTUS AND ANTENNAS
BOTTOM OF PROPOSED ANTENNAS
RAD CENTER OF PROPOSED AT&T ANTENNAS
ELEV. 14'-0"
BOTTOM OF FOLIAGE
ELEV. 60'-0"ELEV. 58'-9"ELEV. 56'-0"ELEV. 52'-0"
PROPOSED AT&T 60' HIGH
FAUX-EUCALYPTUS
ELEV. 49'-0"
TOP OF PROPOSED MICROWAVE
ELEV. 45'-0"
BOTTOM OF PROPOSED MICROWAVE
PROPOSED AT&T
MICROWAVE
NOTES:
INSTALL FAUX EUCALYPTUS BRANCHES ON TOWER SIMULATED EUCALYPTUS BARK ON THE TOWER PANEL ANTENNAS AND ANTENNA MOUNTS PAINTED TO
MATCH THE TOWER
3 3
3 ELEV. 6'-10"
TOP PROPOSED AT&T CABINET
3 ELEV. 6'-10"
TOP PROPOSED AT&T CABINET
PROPOSED AT&T WALK-UP-CABINET
(W.U.C.) ON CONCRETE PAD
3 PROPOSED AT&T WALK-UP-CABINET
(W.U.C.) ON CONCRETE PAD
3 PROPOSED AT&T POLAR 20kW DIESELDC GENERATOR W/ 54 gal DIESEL TANK 3 PROPOSED AT&T POLAR 20kW DIESELDC GENERATOR W/ 54 gal DIESEL TANK 3 DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
17 Exhibit B
THE PROPERTY
DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
18 DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
19 DocuSign Envelope ID: 683B7514-CE38-4D1D-9AEA-BB60818CC4B9
Attachment B
Covina Municipal Code Section 17.65.030.
17.65.030 Applicability.
A. Except as set forth in subsection (B) of this section, the procedures and rules set forth in this chapter are applicable to all wireless communication facilities built, installed or modified within all zones of the city of Covina after the date the ordinance codified in this chapter is effective, including all wireless communication facilities built, installed or modified within all city public rights-of-way.
B. This chapter shall not apply to the following:
1. Sites where the construction, installation or modification of a wireless communication facility is subject to a lease, license or other agreement with the city; or
2. Public safety communications facilities owned or operated by the city or any other public agency (e.g., sheriff, fire, federal or state safety authorities). (Ord. 11-1996 § 2, 2011.)
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 5
Meeting: February 20, 2024
Title: Agreement between the City of Covina and SiteRep Construction Services, Inc. for Tenant Improvements at 401 N. Citrus Avenue
Presented by: Brian K. Lee, Director of Community Development Recommendation: Authorize the City Manager to enter into a Minor Construction Agreement with SiteRep Construction Services, Inc. and execute all related documents.
EXECUTIVE SUMMARY:
As part of the City’s Capital Improvement Program (“CIP”) budget, a project was included to create a shared workspace in the City’s downtown shopping district. Such effort is expected to enhance economic activity in the area and help to attract start-ups and small businesses and other entrepreneurs into the community. The project includes minor tenant improvements and the purchase of office furniture/equipment to convert a commercial building located at 401 N. Citrus Avenue into a 4,265 square foot shared office facility.
On April 19, 2022, the City Council approved an exchange agreement with Bently Real Estate to secure a no-cost eight (8) years, two (2) month lease for the subject property. The agreement was amended on September 5, 2023 to extend the performance period. In exchange, Bently Real Estate will receive approximately 416.9 lineal feet of Geneva Place to use as part of a larger mixed-use development project. Bently Real Estate is responsible for completing certain improvements at 401 N. Citrus to deliver the City a “warm shell”, which will then trigger the dedication of the Geneva Place right of way. This includes installation of an elevator and an HVAC system among other items.
In April of 2022, the City published a Request for Qualifications (RFQ) seeking operational services for a coworking facility at 401 N. Citrus and evaluated the qualifications of respondents. The most qualified respondent was FoundrSpace LLC (“Operator”), and on August 1, 2023, the City Council approved a Management Agreement (“Agreement”) between the City and FoundrSpace LLC for their operation of a co-working facility.
The Agreement detailed certain improvements that will be made by the City to the warm shell, which will bring the facility to a level of usability and habitability that will enable the Operator to begin operations.
To facilitate these improvements, staff recommends that SiteRep Construction Services, Inc. be awarded a minor construction contract (Attachment B) for the build out of the warm shell.
DISCUSSION:
The Management Agreement (Attachment A) stipulates that the City will perform certain improvements to the building on a tiered system and within the allocated budget. Should there be additional funding after the City completes the physical building improvements from the Tier I category, funding may be used to pay for additional build out assistance, up to the amount set aside through the CIP. As proposed, SiteRep will perform the following duties:
Installation of mop closet
Build out of kitchenette
Creation of small offices referred to as “phone booths” Installation of carpet tile
Installation of polished concrete flooring
Creation and installation of area to be used as a podcast studio Creation and installation of large conference rooms
The total price for completion of these items is $171,065 which includes a 3% bond. Staff recommends a not to exceed amount of $180,000 to allow for contingencies. If approved, construction will begin once Bently Real Estate completes their construction of the warm shell, which is scheduled to be completed no later than midMarch. Following SiteRep’s completion of the build out, the Operator will outfit the building to support their operation and the co-working space will open for business.
FISCAL IMPACT:
There is no impact to the General Fund. Funds are budgeted under account 4010-4000-55100-COWRK.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
Respectfully submitted,
-1-
12923-0001\2712420v3.doc
BUSINESS CO-WORK MANAGEMENT AGREEMENT
THIS BUSINESS CO-WORK MANAGEMENT AGREEMENT (the “Agreement”) is dated as of August 1, 2023 and is entered into by and between the CITY OF COVINA, a California municipal corporation (“City”) and FoundrSpace LLC (“Manager”).
RECITALS
A. City intends to obtain possession of the property described as Exhibit “A” (“Property”) by virtue of a Lease (the “Lease”) between City, as tenant, and Bentley Real Estate, LLC, a California limited liability company, as landlord (“Landlord”), which has not yet been executed.
B. City is leasing the Property from Landlord in order to create a City business cowork program at the Property (“Program”).
C. City intends to improve the Property with the improvements described on Exhibit “B” (“City Improvements”), which have been approved by the Landlord, and desires to engage Manager to then install the furniture, fixtures, equipment and personal property described on Exhibit “C” (“Manager Improvements”) within a specified period of time, and then provide onsite management of the Program, as set forth in the Manager Scope of Work attached hereto as Exhibit “D” at the Property.
D. Manager has received, reviewed and approved a copy of the form of the Lease, and has inspected and approved the Property, and has also approved, the City Improvements, the Manager Improvements, and the Manager Scope of Work.
In consideration of the foregoing recitals, the mutual covenants and agreements hereafter set forth, and other consideration, the adequacy of which is hereby acknowledged, City and Manager hereby agree as follows:
AGREEMENT
1. Property. Manager represents that Manager has inspected the Property and accepts the Property for purposes of the Program in its current “AS IS” condition, with the City Improvements, and without representation or warranty, express or implied, subject to City’s obligation to complete the City Improvements.
2. Manager Improvements, Duties and Scope of Work.
A. Manager Improvements. Manager shall, at its sole cost and expense and subject to delays beyond Manager’s control (excluding delays in obtaining the funds to do so) install in the Property the fixtures, furnishings and equipment described on Exhibit “C” (“Manager Improvements”) within six (6) calendar months after the date on which the City tenders possession of the Property to Manager (which date shall be established by written notice by City to Manager tendering possession).
ATTACHMENT A
-2-
12923-0001\2712420v3.doc
B. Scope of Work. Manager shall diligently and continuously operate and manage the Program and perform the services described in the Manager Scope of Work, attached as Exhibit D. City may request, in writing, changes in the Manager Scope of Work 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.
C. 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 Manager Representative(s) shall be CP Phan, Kenneth Roberson, and/or Edwin Guembes (the “Manager Representative”). The Manager Representative shall directly manage Consultant’s services under this Agreement.
Manager shall not change the Manager Representative without City’s prior written consent.
D. Time for Performance. Manager 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.
E. Standard of Performance. Manager 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.
F. Personnel. Manager 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 Manager or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Manager shall determine the means, methods, and details by which Manager’s personnel will perform the services under this Agreement.
Manager shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards.
G. Compliance with Laws. The Manager 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 Manager 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 Manager to comply with this section.
H. Permits and Licenses. Manager 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.
I. In no event shall the Manager have the authority to bind the City to any contracts or enter into any subleases of any of the Property.
J. Upon the expiration or earlier termination of this Agreement, Manager may remove any personal property owned by Manager that is in the Property, provided Manager does so prior to the scheduled expiration of this Agreement, and promptly after any early termination
-3-
12923-0001\2712420v3.doc
of this Agreement. Manager waives any and all claims against Landlord regarding such personal property, and any and all statutes and other laws regarding such personal property, to the extent such personal property is not timely removed, and City shall be entitled to retain or dispose of the same, without payment or liability to Manager.
3. Authority of City Manager. The City Manager of the City shall have the authority to issue all approvals hereunder on behalf of the City, and may enter into amendments of this Agreement on behalf of City to effectuate the intent of this Agreement provided they are consistent with the Manager Scope of Work.
4. Condition Precedent; Term; Termination Upon Uncured Default.
A. It is a condition to the effectiveness of this Agreement that the City and Landlord execute the Lease on or before January 15, 2024 and that City deliver a copy of the executed Lease to Manager. B. This Agreement shall commence on the date such Lease is executed, and shall expire upon the earlier of: (i) the expiration of the Initial Term of the Lease (as such capitalized term is used and defined in the Lease); (ii) termination of this Agreement in accordance with the terms hereof.
5. Termination or Suspension of Agreement.
A. Right to Terminate or Suspend Upon Default. The City Manager, on behalf of City, may terminate this Agreement upon a default by the Tenant which is not cured within thirty (30) days after written notice by the City Manager to Manager.
B. Right to Terminate or Suspend without Cause. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Manager at least one hundred eighty (180) calendar days before the termination or suspension is to be effective. Manager may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least one hundred eighty (180) calendar days before the termination is to be effective.
C. Obligations upon Termination. Manager shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination.
6. Assignment of Lease. Unless this Agreement is terminated in accordance with the terms hereof, City shall--- prior to the expiration of the Initial Term of the Lease---endeavor to (i) obtain the written consent of the Landlord to the assignment of the Lease by City to Manager (such assignment to be conditioned upon the extension of the Initial Term of the Lease by City in accordance with the terms of the Lease), and (ii) concurrently with such assignment, extend the Initial Term of the Lease pursuant to the terms of the Lease relating to such extension.
7. Revenues from Program Participants. Except as expressly provided below, Manager may retain any and all fees paid by participants in the Program, provided that City shall have approved the fee schedule for such fees in writing in advance, and such fees are charged in accordance with such approved fee schedule. Commencing on the first anniversary of the date on which Manager begins the Program at the Property (which shall occur not later than the date on which Manager substantially completes the Manager Work, as determined by the City Manager),
-4-
12923-0001\2712420v3.doc
Manager shall deliver to City, on a monthly basis, by the 15th day of each calendar month, the sum of $0 per month from the fees collected by Manager for the previous calendar month, and such monthly sum shall increase to One Thousand Dollars ($1,000) upon the first anniversary of such date. Such monthly sum shall increase to One Thousand Five Hundred Dollars ($1,500) upon the second anniversary of such date, on which Manager begins the Program at the Property. Any past due payments shall bear interest at the highest rate permitted by law.
8. Costs. Manager shall be responsible for costs of all waste collection/disposal, sewer services, phone and Wi-Fi charges, utilities, insurance, maintenance, fire alarm and burglar alarm charges, security video system charges, entertainment permit and other governmental permit charges (including any business license charges), property taxes and assessments, and costs of repair and/or cleaning of or in connection with the Property and/or Program.
9. Lease Compliance. Manager shall promptly notify City of any communications between Manager and the Landlord, and shall at all times comply with and not violate the Lease.
Manager shall, upon Landlord’s or City’s request, provide a list of the persons occupying the Property at any given time and such other information as Landlord or City may reasonably request, including, without limitation, the nature of the business of any such person and the names of contact persons.
10. Employees/Independent Contractors.
A. Manager 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 Manager shall also not be employees of City and shall at all times be under Manager's exclusive direction and control. Manager 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 Manager or any of Manager's employees. Manager 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. Manager and Manager's personnel shall not supervise any of City's employees; and City's employees shall not supervise Manager's personnel. Manager'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 Manager'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. Manager shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Manager's personnel require to perform any of the services required by this Agreement. Manager shall perform the services off of City premises at locations of Manager's choice, except as otherwise may from time to time be necessary in order for Manager's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Manager'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 Manager from time to time for Manager'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 Manager in connection with the performance of this Agreement. Except for the fees paid to Manager as provided in the Agreement,
-5-
12923-0001\2712420v3.doc
City shall not pay salaries, wages, or other compensation to Manager for performing services hereunder for City. City shall not be liable for compensation or indemnification to Manager for injury or sickness arising out of performing services hereunder. Manager shall be responsible for and pay all wages, salaries, benefits and other amounts due to Manager's personnel in connection with their performance of the services under this Agreement and as required by law. Manager 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, Manager 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. Manager 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 Manager's personnel practices. or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section 10. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Manager under this Agreement any amount due to City from Manager as a result of Manager's failure to promptly pay to City any reimbursement or indemnification arising under this Section 10. This duty of indemnification is in addition to Manager's duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
11. Records and Documents. Manager shall maintain complete and accurate records of all fees charged and collected, and any uncollectible fees and the reasons they are uncollectible, and any other transactions relating to the Program or Property, including without limitation, copies of all contracts, invoices, receipts, and other documents relating thereto. Such records and documents shall be available for inspection by the City at the Property and shall be maintained for a period of three (3) years following the end of the Agreement.
12. Compliance with Law. Manager shall, at Manager’s expense, comply with all applicable laws and permits (including any required business license/permit) in connection with performing its obligations or exercising its rights under this Agreement. If Manager desires to serve alcohol on the Property, Manager must first have obtained applicable permit(s) from the City (such as a Conditional Use Permit) and any permits required by the California Department of Alcohol and Beveridge Control, and shall have delivered copies of any required ABC permits or approvals to City. Additionally, Manager acknowledges that any evening or weekend “events” shall require an event permit from the Police Department of the City.
13. Indemnification by Manager.
-6-
12923-0001\2712420v3.doc
A. Indemnities for Third Party Claims.
1) To the fullest extent permitted by law, Manager 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: (a) the acts or omissions of Manager, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees or any entity or individual that Manager shall bear the legal liability thereof (collectively “Manager Agents”) in the performance of this Agreement; (b) violations of this Agreement or the Lease by Manager Agents; (c) mechanics liens or other liens arising as a result of the Manager Agents; or (d) use of the Property by Program participants, or any invitees, contractors, or licensees of Manager, 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. Manager 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. Manager shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
2) Manager shall pay all required taxes on amounts paid to Manager 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. Manager shall fully comply with the workers’ compensation law regarding Manager and Manager’s employees. Manager shall indemnify and hold City harmless from any failure of Manager to comply with applicable workers’ compensation laws. City may offset against the amount of any fees due to Manager under this Agreement any amount due to City from Manager as a result of Manager’s failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph A. 2).
3) Manager shall obtain executed indemnity agreements with provisions identical to those in this Section 13 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Manager in the performance of this Agreement. If Manager fails to obtain such indemnity obligations, Manager 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 Manager’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Manager’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
-7-
12923-0001\2712420v3.doc
the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties.
B. Workers’ Compensation Acts not Limiting. Manager’s indemnifications and obligations under this Section 13, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Manager 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 Manager 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 13 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. Manager’s indemnifications and obligations under this Section 13 shall survive the expiration or termination of this Agreement.
14. Insurance.
A. Minimum Scope and Limits of Insurance. Prior to Manager’s entry onto the Property, Manager 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 Manager is a limited liability company, the commercial general liability coverage shall be amended so that Manager 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 One Million Dollars ($1,000,000) per accident for bodily injury and property damage. If Manager does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Manager shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 14. 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 Manager has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Manager shall provide an executed declaration that it has no employees.
4) All Perils Premises Insurance covering 100% of the replacement cost of all improvements on the Property
-8-
12923-0001\2712420v3.doc
B. Acceptability of Insurers. The insurance policies required under this Section 14 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 14.
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 14 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 Manager’s insurance and shall not contribute with it.
E. Manager’s Waiver of Subrogation. The insurance policies required under this Section 14 shall not prohibit Manager and Manager’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Manager 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, Manager shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Manager shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Manager shall not cancel, reduce or otherwise modify the insurance policies required by this Section 14 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 14 is canceled or reduced in coverage or limits, Manager 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 Manager does not maintain the policies of insurance required under this Section 14 in full force and effect during the term of this Agreement, or in the event any of Manager’s policies do not comply with the requirements under this Section 14, 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 Manager’s expense, the premium thereon. Manager shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Manager.
I. Evidence of Insurance. Prior to the performance of services under this Agreement, Manager 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 14. The
-9-
12923-0001\2712420v3.doc
endorsements are subject to City’s approval. Manager may provide complete, certified copies of all required insurance policies to City. Manager shall maintain current endorsements on file with City’s Risk Manager. Manager 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. Manager 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 Manager shall not be construed as a limitation of Manager’s liability or as full performance of Manager’s duty to indemnify City under Section 13 of this Agreement.
K. Subcontractor Insurance Requirements. Manager 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 14.
15. Assignment Prohibited. Manager acknowledges that City is relying upon the expertise and ability of the Manager to provide the services set forth in this Agreement; consequently, this Agreement may not be assigned by or assumed by any Manager without the prior written consent of City in its sole and absolute discretion
16. 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. Manager agrees that, in providing its employees and any other personnel to City to perform the services under this Agreement, Manager 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, Manager 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. Manager 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 Manager's violation of any provisions of this Section 16. This duty of indemnification is in addition to Manager's duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Manager 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.
-10-
12923-0001\2712420v3.doc
Manager 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. No Third Party Beneficiaries Intended. Except as otherwise provided in Section 18, 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.
19. 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.
20. Enforceability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remaining terms or provisions shall be valid and be enforced to the fullest extent permitted by law.
21. Time of Essence. Time is of the essence of every provision hereof in which time is a factor.
22. Notices. Any notice, demand, request, consent, approval or communication hereunder shall be in writing; shall be delivered by certified mail (deemed delivered on date of delivery or attempted delivery on the return receipt) or reputable overnight delivery service (deemed delivered one business day after being given to the service for overnight delivery), and shall be addressed as set forth below (however, either party may change its address for notices by a notice given under this Section).
If to Manager, to: FoundrSpace LLC
11799 Sebastian Way, Suite 103
Rancho Cucamonga, CA 91730
CP Phan
If to City, to:
City of Covina
125 E. College Street
Covina, CA 91723
Attn: Brian K. Lee
23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. Furthermore, executed counterparts of this Agreement may be delivered by emails of
-11-
12923-0001\2712420v3.doc
pdf documents, and such electronic transmissions shall be valid and binding for all purposes when transmitted to and actually received by the other party.
24. Entire Agreement. The parties intend that the terms of this Agreement including the attached exhibits shall be the final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding involving this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
CITY:
CITY OF COVINA
By:
Chris Marcarello, City Manager
APPROVED AS TO FORM:
_______________________________
Candice Lee, City Attorney
MANAGER:
FoundrSpace,
a Limited Liability Corporation
By:
Name: Huy Cuong Phan, LLC Member
Title: Partner
12923-0001\2712420v3.doc
EXHIBIT “A”
DESCRIPTION OF PROPERTY
12923-0001\2712420v3.doc
EXHIBIT “B”
CITY IMPROVEMENTS
1) Initial Improvements and Capital Expenditures. City and Manager agree that certain fixed improvements and capital expenditures are necessary to prepare the building for use by the Manager and to generate incremental economic activity in the Co-Working Space and surrounding areas. City shall, at its sole cost and expense and subject to delays beyond City’s control, make certain fixed improvements and install in the Property the fixtures, furnishings and equipment described in Table 1 below. City has allocated up to $400,000 to use towards the start-up and tenant improvement costs of the space and is the ultimate authority regarding the use of funds. No further tenant improvement funds will be offered or available. 2) Future Fixed Improvements and Capital Expenditures. City and Manager agree that funding shall be prioritized to complete the initial City improvements in Table 1 below. Should funds remain after the improvements described in Table 1 are completed, purchases, with City approval, may be made based on the priority level described in Table 2. a. Prior to procuring capital expenditures described in Table 2, parties agree to the following process:
i. Parties meet/confer to review purchase of desired items in order of priority, or in special circumstances as is feasible.
ii. Manager obtains pricing quotes for improvements and/or capital equipment and presents to City.
iii. Parties provide approval of selected improvements/equipment, in writing. iv. City lets contract for improvements and/or capital equipment. v. Upon termination of the Agreement, the capital expenditures will remain the property of the City, and will be subject to annual inventory checks throughout the life of the Agreement.
Table 1 – Initial Improvements and Estimated Capital Expenses Description Estimated Budget
Installation of broadband internet infrastructure $5,000 Installation of a “kitchenette”, including sink
(water and sewer connection), backsplash, and
floor and wall-mounted cabinetry
$27,500
Interior electrical outlets (wall-mounted and
“drop-down” ceiling)
$30,000
12923-0001\2712420v3.doc
Flooring installation $5,000
Interior wall finishing, with finishes which may
include paint, art wraps, wall art, and
accompanying interior decor
$35,000
Installation of builder-grade lighting $2,000
Installation of mutually agreeable security
systems, including alarm and CCTV
$5,000
Installation of electronic keypad and/or “fob”
entry system
$5,000
Installation of illuminated, exterior wall-mounted
identification signage
$16,000
Installation of exterior wall-mounted information
signage
$6,000
Installation of service counter(s) $10,000
Installation of modular office furnishings and
privacy panels, including:
• Enclosed private work-stations
• Enclosed conference/meeting rooms
• Semi private work stations
$170,000
Table 2 – Secondary Capital Expenditures, Priority I
Description Estimated Budget
Seating for work stations $8,500.00
Tables for work stations $31,000.00
Furniture for lounge/kitchenette area $5,000.00
Storage $5,000.00
Outdoor Furniture $600.00
Priority Level II
AV Equipment $15,000
12923-0001\2712420v3.doc
EXHIBIT “C”
MANAGER IMPROVEMENTS
The Manager will be responsible for furnishing all items not furnished by the City as needed to create and operate a fully functioning and well-run co-working facility, at an operational level equal to or greater than that of their other facilities. The Manager will obtain, at a minimum, the following items:
Construction & Renovations:
• Carpentry and custom fabrications
• Additional plumbing extensions
• Additional electrical work
Technology:
• Laptops and computers
• Monitors
• iPads
• Smart phone
• Projector
• Front door keyless system (integrates with coworking software) • Software subscriptions
Appliances:
• Refrigerator(s)
• Water filters and/or machines
• Dishwasher
• Coffee Machines
• Additional miscellaneous kitchen appliances
• Kitchen furnishings (mugs, glasses, utensils, plates, etc.) Podcast Room Equipment:
• Podcast microphones
• Headphones
• Microphone arms
• Mixer
• Studio monitors
• Wires, cables, extenders
• Acoustic treatment
• Rug(s)
• Accents and decor
• Additional furniture
General Interior Decor:
• Plants & greenery
12923-0001\2712420v3.doc
Furniture:
• Accent furniture
• Additional exterior furniture
Live Sound & Audio:
• Wireless mic system
• Portable Bluetooth speakers
• Analog mixer for live sound
• Stage speakers
12923-0001\2712420v3.doc
EXHIBIT “D”
MANAGER SCOPE OF WORK
Subject to the terms of the Co-Work Management Agreement to which this Exhibit is attached, the Manager shall be responsible for the daily management and operation of the space. It is estimated that some level of membership and operations will be available in the third month of the City’s lease term, with the goal of full operations of the co-working space by the Manager in the sixth month. Without limiting the foregoing, the Manager shall be responsible for the following:
• Marketing of the “FoundrSpace” co-working facility to the Covina community, as well as the general San Gabriel Valley region;
• Managing the financial business and maintains and reports as required by the Management Agreement with the City of Covina.
• Organizing and retaining all financial records and receipts for inspection by the City of Covina as necessary and/or as stipulated in the Management Agreement. • Ensuring all required payment are made to the City of Covina pursuant to the provisions of the Management Agreement.
• Oversee, manage and operate the Covina co-working location, with appropriate staffing available during business hours and as needed to sufficiently operate the space. • Fulfill and provide all the standard co-working amenities, technologies, and services that align with the industry standard and the standards set forth by FoundrSpace’s other location(s) and be responsible for the necessary maintenance and repairs of these items, including those notated within the Management Agreement. • Providing customers daily, reliable access to the co-working facilities. • Maintain, schedule, and oversee use of meeting and conference rooms. • Maintain, schedule, and oversee use of a “podcast” studio. • Maintain, operate, and oversee use of business support machines and services, such as printers, mailbox services, internet, etc.
• Provide for and maintain in well and working order fixtures, furnishings and décor. • Programming of ancillary activities, such as business education presentations, technical/specialized “how-to” presentations and seminars (i.e. podcast production, video production/editing, social media production, etc.), networking mixers, and other similar and related on-site activities.
• Maintain an active Covina Business License.
• Maintain any and all City, Los Angeles County and/or State of California licenses and permits as required by City, Los Angeles County and/or State of California law. • Provide general and daily custodial maintenance of the facility. • Maintain responsibility for payment of all utility invoices, such as electricity, water, telephone, internet, trash, etc.
• Maintain required insurance, pursuant to the Management Agreement. • Coordination with the City of Covina on the implementation of a “Co-Working Access Scholarship” program for qualified Covina residents (terms of the “Co-Working Access Scholarship” program to be determined jointly)
12923-0001\2712420v3.doc
• Meet with City of Covina at a minimum of each quarter to discuss the operation of the “FoundrSpace” co-working facility.
• Make available to City of Covina officials and staff for facility tours, and provide for the mutually agreed upon use of conference meeting rooms.
• Where the “FoundrSpace” logo is located on interior signage and within the courtyard area, provide placement of additional signage/language which notes the joint partnership between the City and Manager, such as language which states, “In cooperation with the City of Covina” (with Covina logo), adjacent to the “FoundrSpace” logo. • Agree to host community events with the purpose of activating the downtown corridor and providing for novel and artistic entertainment and seminars on occasion, ensuring appropriate subject matter for the partnership is hosted.
CITY OF COVINA AGREEMENT FOR
MINOR CONSTRUCTION AND MAINTENANCE SERVICES
This Agreement (“Agreement”) is dated February 20, 2024 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”) and SiteRep Construction Services, Inc., a California corporation. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City desires to utilize the services of Contractor as an independent contractor to complete tenant improvements at 401 N. Citrus Avenue.
B. Contractor represents that it is fully qualified to perform such work by virtue of its experience and the training, education and expertise of its principals and employees.
C. City desires to retain Contractor and Contractor desires to serve City to perform this work 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 (1) additional one-year term. In no event shall the contract be extended beyond December 31, 2025.
2. Compensation.
A. Cost of Work. For the Work described in Section 3 of this Agreement, Contractor shall receive the sum of exceed One Hundred Eighty Thousand Dollars ($180,000) payable in accordance with the Schedule of Payments, attached hereto and incorporated herein as Exhibit A (Scope of Work). Any terms other than a description of the work to be performed and costs of the work contained in Exhibit A is null and void and not a part of this Agreement.
B. Expenses. The amount set forth in paragraph A shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement.
C. Additional Services. City shall not allow any claims for additional services performed by Contractor, unless the City Council and the Contractor Representative authorize the additional services in writing prior to Contractor’s performance of the additional services or incurrence of additional expenses. Any additional services or expenses authorized by the City Council shall be compensated at the rates set forth in Exhibit A (Scope of Work), 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. Contractor’s Work.
ATTACHMENT B
A. Scope of Services. Contractor shall construct and install all of the work described in the Scope of Work, attached hereto and incorporated herein as Exhibit A (Scope of Work) and shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the Work. All of said Work to be performed and materials to be furnished for the Work shall be in strict accordance with the specifications set forth in the Scope of Work. The Work shall be completed within the time set forth in the Scope of Work. Contractor shall not commence the Work until such time as directed in writing by the City.
City may request, in writing, changes in the Scope of Work to be performed. Any changes mutually agreed upon by the parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.
B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Contractor Representative shall be Andre Ortiz, Vice President (the “Contractor Representative”). The Contractor Representative shall directly manage Contractor’s Work under this Agreement. Contractor shall not change the Contractor Representative without City’s prior written consent.
C. Time for Performance. Contractor shall commence the Work on the Effective Date and shall perform all Work by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Contractor shall perform all Work under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
E. Personnel. Contractor has, or will secure at its own expense, all personnel required to perform the Work required under this Agreement. All of the Work required under this Agreement shall be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such Work. Contractor shall determine the means, methods, and details by which Contractor’s personnel will perform the Work under this Agreement. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work and compliance with the customary professional standards.
F. Compliance with Laws. The Contractor shall keep itself informed of all local, state and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such ordinances, laws and regulations. The City and its agents shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section. 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”, including construction services. Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B.
G. Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
H. City Approval. All labor, materials, tools, equipment, and services shall be furnished and work performed and completed subject to the approval of City or its authorized representatives, and the quality of the workmanship shall be guaranteed for one year from date of acceptance.
I. Performance and Labor and Material Bonds. Within ten (10) business days from the execution of this Agreement, Contractor shall provide the City with: (1) a Performance Bond, which shall be maintained until the end of the warranty period set forth in subsection O of this Section 3, to assure faithful performance of this Agreement in regard to the work required to be constructed pursuant to this Agreement in the amount of the Contract; and (2) a Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment, or furnishing labor or materials for the work required to be constructed or installed pursuant to this Agreement in the additional amount of the Contract. The bonds shall be in substantially the form attached hereto as Exhibits C and D, incorporated herein by this reference, and approved by the City Attorney. The surety shall be a surety admitted in the State of California and approved by the City.
J. Contractor's Independent Investigation. No plea of ignorance of conditions that exist or that may hereafter exist or of conditions of difficulties that may be encountered in the execution of the work under this Contract, as a result of failure to make the necessary independent examinations and investigations, and no plea of reliance on initial investigations or reports prepared by City for purposes of letting this Contract out to proposal will be accepted as an excuse for any failure or omission on the part of the Contractor to fulfill in every detail all requirements of this Contract. Nor will such reasons be accepted as a basis for any claims whatsoever for extra compensation or for an extension of time.
K. Contractor's Affidavit. After the completion of the Work contemplated by this Agreement, Contractor shall file with the City Manager his affidavit stating that all workmen and persons employed, all firms supplying materials, and all subcontractors on the Work have been paid in full, and that there are no claims outstanding against the project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice which has been filed under the provisions of the laws of the State of California.
L. Utility Location. City acknowledges its responsibilities with respect to locating utility facilities pursuant to California Government Code Section 4215.
M. Regional Notification Centers. Contractor agrees to contact the appropriate regional notification center in accordance with Government Code Section 4215.
N. Inspection. The Work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including without limitation, the plans of Contractor and any of its suppliers. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the Work. The Work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the Work.
O. Warranty. Contractor shall guarantee or warranty the work done pursuant to this Agreement for a period of one year following acceptance thereof by City against any defective work or labor done or defective materials furnished.
P. Liquidated Damages; Extension Of Time. In accordance with Government Code Section 53069.85, Contractor agrees to forfeit and pay to City the sum of one Thousand Dollars ($1,000.00) per day for each calendar day completion is delayed beyond the time allowed pursuant to Section 3 of this Agreement. Such sum shall be deducted from any payments due to or to become due to Contractor. Contractor will be granted an extension of time and will not be assessed liquidated damages far unforeseeable delays beyond the control of, and without the fault or negligence of, the Contractor including delays caused by City. Within ten (10) calendar days of the occurrence of such delay, Contractor shall give written notice to City. Within thirty (30) calendar days of the occurrence of the delay, Contractor shall provide written documentation sufficient to support its delay claim to City. Contractor's failure to provide such notice and documentation shall constitute Contractor's waiver, discharge, and release of such delay claims against City.
4. Method of Payment.
A. Invoices. Contractor shall submit to City an invoice, on a monthly basis or less frequently, for actual services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period, hourly rates charged, if applicable, and the amount due. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.
B. Payment. City shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth in Section 2 of this Agreement. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Contractor. For all reimbursements authorized by this Agreement, Contractor shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Finance Director.
C. Audit of Records. Contractor shall make all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this agreement available during Contractor’s regular working hours to City for review and audit by City.
D. Waiver of Claims. On or before making final request for payment under Paragraph B, above, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement; the acceptance by Contractor of the final payment shall constitute a waiver of all claims against City under or arising out of this Contract except those previously made in writing and request for payment. Contractor shall be required to execute an affidavit, release and indemnify agreement with each claim for payment.
5. Ownership of Documents. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed (“written products”) pursuant to this Agreement shall become the sole property of the City without restriction or limitation upon its use and may
be used, reused, disseminated or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files containing data generated for the work, Contractor shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. Contractor may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Contractor.
6. Independent Contractor.
A. Contractor is, and shall at all times remain as to City, a wholly independent contractor and not an employee of City. The personnel performing the services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Contractor and Contractor’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Contractor’s personnel. Contractor’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Contractor’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Contractor shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Contractor’s personnel require to perform any of the services required by this Agreement. Contractor shall perform the services off of City premises at locations of Contractor’s choice, except as otherwise may from time to time be necessary in order for Contractor’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor’s performance of the Work under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services.
City may make a computer available to Contractor from time to time for Contractor’s personnel to obtain information about or to check on the status of projects pertaining to the services under this Agreement.
B. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing Work hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing Work hereunder. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor’s personnel in connection with their performance of the Work under this Agreement and as required by law. Contractor 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, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Work 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. Contractor 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 Contractor’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 Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. This duty of indemnification is in addition to Contractor’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. Contractor agrees that, in providing its employees and any other personnel to City to perform the Work under this Agreement, Contractor 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, Contractor 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. Contractor 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 Contractor’s violation of any provisions of this Section 7. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
8. Confidentiality. All data, documents, discussion, or other information (collectively “data”) developed or received by Contractor or provided for performance of this Agreement are deemed confidential. Contractor shall keep all data confidential and shall not disclose any data to any person or entity without City’s prior written consent. City shall grant such consent if disclosure is legally required. Contractor shall return all data to City upon the expiration or termination of this Agreement. Contractor’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.
9. Conflicts of Interest. Contractor and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Contractor’s Work under this Agreement, including the Political Reform Act (Gov.
Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Contractor may perform similar services for other clients, but Contractor and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Contractor shall incorporate a clause substantially similar to this Section 9 into any subcontract that Contractor executes in connection with the performance of this Agreement.
10. Indemnification.
A. Indemnities for Third Party Claims.
1) To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liability with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers’ compensation law regarding Contractor and Contractor’s employees. Contractor shall indemnify and hold City harmless from any failure of Contractor to comply with applicable workers’ compensation laws.
City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph A. 2). 3) Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity obligations, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in
law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties.
B. Workers’ Compensation Acts not Limiting. Contractor’s indemnifications and obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section 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. Contractor’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. Contractor shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Two Million Dollars ($4,000,000) per project or location.
If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of Two Million Dollars ($2,000,000) per accident for bodily injury and property damage. If Contractor does not use any owned, non-owned or hired vehicles in the performance of Work under this Agreement, Contractor shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of Two Million Dollars ($2,000,000) per accident for bodily injury or disease. If Contractor has no employees while performing Work under this Agreement, workers’ compensation policy is not required, but Contractor shall provide an executed declaration that it has no employees.
B. Acceptability of Insurers. The insurance policies required under this Section 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 Contractor’s insurance and shall not contribute with it.
E. Contractor’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Contractor and Contractor’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be approved by City. At City’s option, Contractor shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Contractor shall not cancel, reduce or otherwise modify the insurance policies required by this Section 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, Contractor shall, within two (2) business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section 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 Contractor’s expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.
I. Evidence of Insurance. Prior to the performance of Work under this Agreement, Contractor shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 11. The endorsements are subject to City’s approval. Contractor may provide complete, certified copies of
all required insurance policies to City. Contractor shall maintain current endorsements on file with City’s Risk Manager. Contractor shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duty to indemnify City under Section 10 of this Agreement.
K. Subcontractor Insurance Requirements. Contractor shall require each of its subcontractors that perform Work 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 Contractor with all pertinent data, documents and other requested information as is reasonably available for Contractor’s proper performance of the Work required under this Agreement.
B. Contractor’s Cooperation. In the event any claim or action is brought against the City relating to Contractor’s performance or Work rendered under this Agreement, Contractor shall render any reasonable assistance that City requires.
13. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of five (5) years. Contractor shall, without charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.
14. Termination or Suspension of Agreement.
A. Right to Terminate or Suspend. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Contractor at least seven (7) calendar days before the termination or suspension is to be effective. Contractor 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. Contractor shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Contractor, City shall pay Contractor based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Work required by this Agreement.
15. Force Majeure. Contractor shall not be liable for any failure to perform its obligations under this Agreement if Contractor presents acceptable evidence, in City’s sole judgment, that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Contractor’s reasonable control and not due to any act by Contractor.
16. Notices. Any notices, consents, requests, demands, bills, invoices, reports or other communications which either party may desire to give to the other party under this Agreement must be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by reputable document delivery service or courier service during Contractor’s and City's regular business hours, or (c) five business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the party to be notified as set forth below:
If to City: If to Contractor:
Attn: Attn: Andre Ortiz
City of Covina SiteRep Construction Services, Inc.
125 E. College Street 301 E. Arrow Highway
Covina, California 91723 San Dimas, CA 91773
17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law.
Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
18. Prohibition of Assignment and Delegation. Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Contractor from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 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. If the City Manager has entered into this Agreement on behalf of the City, the City Manager may approve an amendment to this Agreement and additional payment up to the amount of his contract authority. If this Agreement was originally approved by the City Council, then any amendments shall be approved by the City Council, except that the City Manager may approve amendments extending the time for performance, modifying the scope of work without any change to the maximum payment, approving a change in name of the Contractor, or terminating 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. Claim Dispute Resolution. In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance of the work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The disputed work will be categorized as an "unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court of law. The Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed matters. All claims arising out of or related to the Agreement or this Project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims.
All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein. Thus, the Contractor or any Subcontractor must file a claim in accordance with the Government Claims Act as a prerequisite to filing a construction claim in compliance with Section 9204 and Article 1.5 (if applicable), and must then adhere to Article 1.5 and Section 9204, as applicable, pursuant to the definition of "claim" as individually defined therein.
30. 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.
31. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder.
[SIGNATURE PAGE FOLLOWS]
The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.
City: Contractor:
City of Covina,
a California municipal corporation
By:
Name: Chris Marcarello
Title: City Manager
ATTEST:
By:
Name: Fabian Velez
Title: Chief Deputy City Clerk
SiteRep Construction Services, Inc.
a California corporation
By:
Name: Andre Ortiz
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
SCOPE OF WORK
ITEM # DESCRIPTION UNIT PRICE TOTAL
1 MOP CLOSET 1 LS $ 3,054.21 $ 3,054.21
2 KITCHENETTE 1 LS $ 23,155.42 $ 23,155.42
3 PHONE BOOTHS 5 EA $ 9,241.36 $ 46,206.82
4 CARPET TILES 1100 SF $ 11.48 $ 12,628.31
5 POLISHED CONCRETE 1800 SF $ 20.44 $ 36,783.36
6 PODCAST STUDIO 1 LS $ 12,061.56 $ 12,061.56
7 CONFERENCE ROOMS 1 LS $ 32,192.91 $ 32,192.91
8 BOND (3%) 1 LS $ 5,130.80 $ 4,982.48
TOTAL: $ 171,065.06
QTY
301 E Arrow Hwy.
Ste. 105
San Dimas, CA 91773
401 N. CITRUS ROM
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 Contractor agrees to be bound by all the provisions thereof as though set forth in full herein.
2. Contractor 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. Contractor 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. Contractor 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 Contractor or by any subcontractor.
4. Pursuant to California Labor Code Section 1771.4, Contractor’s services are subject to compliance monitoring and enforcement by the Department of Industrial Relations.
Contractor 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. Contractor shall comply with the provisions of California Labor Code Section 1776 which, among other things, require Contractor 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. Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors.
6. Contractor 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 Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.
7. Contractor shall comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Contractor or by any subcontractor for each calendar day during which such
worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.
8. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
Date _______________ Signature ____________________________________
EXHIBIT C
PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Covina (“City”), has awarded to -
_______________________________________________. (“Principal”) (Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:
401 N. Citrus Avenue Tenant Improvements
(Project Description/ Name)
WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract.
NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of Dollars ($ ), this
amount being not less than the total Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitations as it applies to an action on this Bond.
The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thereunder or the specifications
accompanying the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto.
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Principal”
By:
Its
By:
Its
(Seal)
“Surety”
By:
Its
By:
Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.
EXHIBIT D
PAYMENT BOND
(LABOR AND MATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Covina (“City”), State of California, has awarded to (“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:
401 N. Citrus Avenue Tenant Improvements
(Project Description/Name)
WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.
NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of Dollars
($ ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.
It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.
Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section
1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect.
The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration or addition.
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Principal”
By:
Its
By:
Its
(Seal)
“Surety”
By:
Its
By:
Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 6
Meeting: February 20, 2024
Title: Approval of Department of Water Resources Grant Funding Sub-Agreement between the City of Covina and Three Valleys Municipal Water District Presented by: Andy Bullington, Director of Public Works Recommendation: Authorize the City Manager to execute all documents associated with the Department of Water Resources Grant Funding Sub-Agreement between the City of Covina and Three Valleys Municipal Water District.
EXECUTIVE SUMMARY:
In 2023, Three Valleys Municipal Water District (TVMWD) received $400,000 from the State of California’s Fiscal Year 2023-24 Budget for implementation of the Feasibility/Design Phase of the Groundwater Reliability Project and Covina Water Use Efficiency Program (Projects). The funding included $100,000 for City of Covina’s Water Use Efficiency Program. As the lead agency for the Project, TVMWD entered into a funding agreement with the California Department of Water Resources in December 2023 and as a result, the City of Covina must enter into a Sub-Agreement with TVMWD to receive grant funding from Three Valleys for the City’s portion of the Project.
DISCUSSION:
The scope of work for Covina’s Water Use Efficiency Program in the Main San Gabriel Groundwater Basin includes the development of outreach, communication and education materials for the public with water conservation messages included on customer service trucks, electronic marquee display rentals, and use of staff time to investigate watering restriction compliance, education of offenders for compliance and enforcement of water restriction polices.
TVMWD, as the funding recipient for the State Budget, will receive grant funding for the Project and is required to submit reports with requisite documentation until Project completion. TVMWD will subsequently provide reimbursement to Covina for its portion of the Project. TVMWD will have the responsibility for collecting information from the City of Covina to review for compliance and submit to the DWR for compliance with the grant, including documents such as professional services agreements and vendor agreements, invoices and project performance reports. The Sub-Agreement was developed to define the roles and responsibilities for both parties to receive funding from the DWR, including all the terms and conditions of the DWR agreement as conveyed on Exhibit A.
FISCAL IMPACT:
There is no fiscal impact as all reimbursable funds will be included in the FY 25 Budget request and will be offset by grant funds coming from the State of California through the Three Valleys Municipal Water District.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
This project has been determined to be categorically exempt under CEQA in accordance with Title 14, Chapter 3, Class 1, Sections 15301 and 15302. This exemption includes 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.
1 FUNDING SUB-AGREEMENT
FOR WATER USE EFFICIENCY PROGRAM
THIS AGREEMENT is made this ____ day of _______________, 202_, by and between THREE VALLEYS MUNICIPAL WATER DISTRICT, a public agency (hereinafter “the District”), and the CITY OF COVINA, a public agency (hereinafter “the City”). The District and the City are sometimes referred to herein individually as “Party” and collectively as “Parties.”
RECITALS
A. On or about December 7, 2023, the District entered into Funding Agreement No. 4600015585 with the State of California Department of Water Resources, a true and correct copy of which is attached hereto as Exhibit “A” and incorporated herein by this reference (“DWR Agreement”), wherein the District was awarded grant funding in the amount of $400,000 to assist in financing the Groundwater Reliability Project (“the GRP”).
B. The GRP includes a program designed to promote the preservation of groundwater supplies during drought conditions in the Main San Gabriel Groundwater Basin, particularly within the City, by increasing outreach, communication, and education of its public in accordance with “Task C.2.: Outreach” of the Work Plan attached as Exhibit A to the DWR Agreement (“the Project”).
C. The purpose of this Agreement is to set forth the terms and conditions under which the District will distribute certain funds it receives pursuant to the DWR Agreement to the City for the Project.
COVENANTS
NOW THEREFORE, in consideration of the preceding Recitals and the mutual Covenants contained herein, the parties hereto agree as follows:
Section 1. PROJECT
The City shall develop the Project and work plan to be approved by the District, including but not limited to the preparation of all planning and outreach materials for the Project, and the City shall perform such work in a manner fully consistent with the terms and conditions of the DWR Agreement, the applicable provisions of which are hereby expressly accepted by the City as a material part of the Project and incorporated herein as a material part of this Agreement. The City shall also furnish the District with all information, data, and materials necessary for the District to comply with its reporting and other requirements under the DWR Agreement.
Additionally, the City shall comply with all directions and instructions of District staff in implementing this Agreement to the complete satisfaction of the District.
2 Section 2. DWR FUNDING
Subject to the terms and conditions of this Agreement, the District will distribute to the City such funds received by the District from DWR pursuant to the DWR Agreement that are specifically attributable to the Project, up to a maximum sum of $100,000. The City shall maintain books, records, and other documents pertinent to their Project work in accordance with generally accepted accounting principles and practices. Under no circumstances shall the District be financially or legally responsible and/or liable, directly or indirectly, for any Project costs and/or expenses associated therewith.
The District shall reimburse the City for its eligible Project costs on a quarterly basis. The City shall submit quarterly progress reports consistent with the requirements of the DWR Agreement.
Section 3. LIABILITY FOR DAMAGES
The District shall not be held liable or responsible for any debts or claims that may arise from the operation of this Agreement and/or from any cause arising out of or in any way related to the City’s obligations hereunder.
The City hereby expressly waives and releases the District and its agents, officers, directors, and employees from any and all liability for the claims, actions, and/or losses set forth above and for any costs and expenses incurred in connection therewith. Notwithstanding the provisions of California Civil Code ' 1542, which provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party”
the City expressly waives and relinquishes all rights and benefits afforded to the City thereunder and under any and all similar laws of any state or territory of the United States with respect to the claims, actions, and/or losses referenced in the first paragraph of this section. This Agreement shall act as a release of future claims that may arise from the aforementioned whether such claims are currently known, unknown, foreseen, or unforeseen. The City understands and acknowledges the significance and consequences of such specific waiver of Civil Code ' 1542 and hereby assumes full responsibility for any injuries, damages, losses, or liability that may result from the claims identified above.
Section 4. HOLD HARMLESS
A. The Parties agree that the District, District’s governing Board of Directors and District’s elected and appointed officials, officers, employees, agents and volunteers
3 (hereinafter, the “District Indemnitees”) shall, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, attorneys’ fees, expert fees, litigation costs, or any other cost arising out of or in any way related to the Project and/or the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the District Indemnitees with the fullest protection possible under the law. The City acknowledges that the District would not enter into this Agreement in the absence of the City’s commitment to indemnify, defend and protect the District as set forth herein.
B. To the fullest extent permitted by law, the City shall indemnify, hold harmless and defend the District Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with the City’s performance under this Agreement, including but not limited to the acts or omissions of the City or City’s officers, employees, agents, contractors, subcontractors or sub-consultants or the failure of the same to comply with any of the duties, obligations or standards of care set forth herein. The duty to indemnify, defend and hold harmless under this Section shall not encompass a duty to indemnity, defend or hold harmless for liability, loss, suit, damage, expense, cost caused by the sole negligence or willful misconduct of any or all of the District Indemnitees.
C. The District shall have the right to offset against the amount of any payment due the City under this Agreement any amount due the District from the City as a result of the City’s failure to comply with this Agreement.
D. The obligations of the City under this Section will not be limited by the provisions of any workers’ compensation act or similar act. The City expressly waives its statutory immunity under such statutes or laws as to the District Indemnitees.
E. Both Parties shall name the State of California, the Parties, and their respective officers, agents, and employees as additional insureds on their respective liability insurance policies for each of their Project activities. Additionally, the City agrees to be fully responsible and indemnify, hold harmless and defend the District, the District’s governing Board of Directors and District’s elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of the City’s subcontractors or any other person or entity involved by, for, with or on behalf of the City in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees and costs incurred by counsel of the District’s choice.
4 F. This Section and all provisions contained herein (including but not limited to the duty to indemnify, defend and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the District may have at law or in equity.
Section 5. EXAMINATION OF RECORDS
All original drawings, specifications, reports, calculations, and other documents or electronic data developed by the City for the Project shall be furnished to the District. The City agrees that the District will have access to and the right to examine any directly pertinent books, documents, papers, and records of any and all of the transactions relating to this Agreement. The District shall not be limited in any way in its use of the work materials at any time. Records for the Project shall be maintained consistent with the requirements of the DWR Agreement, as included in Exhibit A Task C.2., particularly to be consistent with the State Audit Requirements and DWR’s requirements of inspection of books, records and reports.
Section 6. TERMINATION/SUSPENSION
The District may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice thereof to the City.
Section 7. NON-DISCRIMINATION
During the performance of this Agreement, the City shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), marital status, and denial of medical and family care leave or pregnancy disability leave. The City shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. The City shall comply with the provisions of the California Fair Employment and Housing Act (Government Code Section 12990), and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 11000 et seq.). The applicable regulations of the Fair Employment and Housing are incorporated into this Agreement by reference. The City shall give written notice of its obligations under this clause to labor organizations with which it has a collective bargaining or other agreement.
Section 8. EFFECT OF DISTRICT’S WAIVER
Any failure by the District to enforce any provision of this Agreement, or any waiver thereof by the District, shall not constitute a waiver of its right to enforce subsequent violations of the same or any other terms or conditions herein.
5 Section 9. ATTORNEYS’ FEES
If either the District or the City is the prevailing party in any legal dispute caused by the non-prevailing party, which said legal dispute arose out of, under, in connection with, or in relation to this Agreement, and any amendments thereto, or the breach thereof, the prevailing party shall be entitled to receive from the non-prevailing party all attorneys fees and costs actually incurred by the prevailing party in connection therewith. In any such action, arbitration, mediation, or other proceeding, the entitlement to recover attorneys fees and costs will be considered an element of costs and not of damages.
Section 10. NOTICE
All notices, demands, or other writing in this Agreement required to be given or made or sent, or which may be given or made or sent, by either Party hereto to the other, shall be deemed to have been fully given or made or sent when in writing and deposited in the United States mail, certified and postage prepaid, and addressed as follows:
To the District: Three Valleys Municipal Water District 1021 E. Miramar Avenue
Claremont, CA 91711
Attention: General Manager
To the City: City of Covina
125 E. College Street
Covina, CA 91723
Attention: Chris Marcarello, City Manager
The address to which any notice, demand, or other writing may be given or made or sent to any Party as above provided may be changed by written notice given by such Party as above provided.
Section 11. SUCCESSORS AND ASSIGNS
The City shall not assign this Agreement, or any part thereof, or any right or privilege connected therewith, to any other person or entity, without first obtaining the written consent of the District. Any such consent by the District shall not constitute consent to any subsequent assignment by the City or other persons or entities. The City’s unauthorized assignment shall be void and shall terminate this Agreement at the District’s option. The City’s interest in this Agreement is not assignable by operation of law, nor is any assignment of its interest herein, without the written consent of the District.
6 Section 12. INUREMENT
This Agreement and the covenants and conditions hereof apply to and are binding upon the heirs, successors, legal representatives, and assigns of the Parties hereto.
Section 13. INTEGRATION AND AMENDMENT
This Agreement constitutes the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, whether oral or written, between the Parties in connection therewith. This Agreement may not be amended unless in writing and signed by both Parties hereto.
Section 14. CAPTIONS
The captions of sections and subsections of this Agreement are for reference only and are not to be construed in any way as a part of this Agreement.
Section 15. INTERPRETATION AND ENFORCEMENT
This Agreement shall not be construed against the Party preparing it, but shall be construed as if both Parties jointly prepared this Agreement and any uncertainty or ambiguity contained herein shall not be interpreted against the Party responsible for the drafting thereof. This Agreement shall be enforced and governed by and under the laws of the State of California, and venue for any action brought to interpret and/or enforce any provision of this Agreement shall be in a state or federal court located in the County of Los Angeles, State of California, unless otherwise required by the DWR Agreement,
Section 16. TIME OF THE ESSENCE
Time is of the essence in this Agreement and each and every provision thereof.
Section 17. COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original irrespective of the date of execution, and said counterparts shall together constitute one and the same Agreement. Further, facsimile or .PDF copies of signatures shall be as effective as original signatures for evidencing execution of this Agreement.
Section 18. AUTHORITY
The persons executing this Agreement represent and warrant that they are fully and duly authorized and empowered to so execute on behalf of each of the respective Parties hereto.
7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the date first above written.
THREE VALLEYS MUNICIPAL WATER
DISTRICT
By:______________________________________
Jody Roberto, President
Board of Directors
CITY OF COVINA
By:_______________________________________
Chris Marcarello, City Manager
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 7
Meeting: February 20, 2024
Title: Approval of a Second Amendment to Agreement Between the City of Covina and Clifton Larson Allen, LLP for Measure W Audit Services
Presented by: Anita Agramonte, Administrative Services Director Theresa Franke, Administrative Services Deputy Director - Finance Recommendation: Authorize City Manager to execute the Second Amendment to the Professional Service Agreement with Clifton Larson Allen to perform a program/compliance audit as required by Los Angeles County’s Safe, Clean Water Program (Measure W).
The City of Covina, as a recipient of Safe, Clean Water Program (Measure W) funds, is required to engage independent auditors to perform a financial/compliance audit of the City’s related expenditure reporting, eligibility of expenditures, and compliance with all other applicable requirements. Clifton Larson Allen, LLP (CLA), is City’s contracted independent financial statement auditor and is able to perform the Measure W audit.
Because the Measure W program audit is outside of the scope of work in the existing CLA contract, an amendment to that contract reflecting these additional services is required.
DISCUSSION:
In 2018, property owners within the LA County Flood Control District approved Measure W, allowing the collection of a special parcel tax with the intent of providing funding for programs and projects to increase Stormwater and Urban Runoff capture and reduce Stormwater and Urban Runoff pollution. This includes projects and programs providing benefits to water supply, water quality, and community investment. Forty percent (40%) of the amounts collected are allocated to municipalities, with the requirement of a financial/compliance audit of recipient organizations under Government Auditing Standards. The required services increase the cost of the existing CLA contract by $7,000 for each year audited, for a total contract increase of $21,000.
FISCAL IMPACT:
This amendment does not require additional appropriations, as adequate budget exists in Fund 2510 (Measure W).
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
Respectfully submitted,
EXECUTIVE SUMMARY:
1 SECOND AMENDMENT TO AGREEMENT BETWEEN THE CITY OF COVINA AND CLIFTON LARSON ALLEN, LLP.
THIS SECOND AMENDMENT is made and entered into as of February 20, 2024 by and between the City of Covina, a California municipal corporation (hereinafter referred to as “City”), and Clifton Larson Allen, a Limited Liability Partnership (hereinafter referred to as "Consultant" or “CLA”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
1. This SECOND Amendment is made with respect to the following facts and purposes:
a. On March 19, 2019, the City and White Nelson Diehl Evans, a Limited Liability Partnership (hereinafter referred to as “WNDE”) entered into that certain Professional Services Agreement (“Agreement”) for professional financial auditing services in an amount not to exceed One-hundred-seventy-five-thousand-three-hundred-ten Dollars ($175,310) (the “maximum compensation”). The term of the Agreement was set to expire June 30, 2022 unless sooner terminated as provided in Section 13 of the Agreement. b. On February 2, 2021, the City, WNDE, and CLA entered into an Assignment, Assumption and Consent Agreement stating that WNDE assigns all rights, interests, duties and obligations of WNDE to CLA under the Agreement effective as of November 1, 2020. c. On July 1, 2022, the City and CLA agreed to the First Amendment which extended the effective date through June 30, 2024 and increased the compensation not to exceed Two-hundred-ninety-nine-thousand-nine-hundred-eight Dollars ($299,908). d. The parties now desire to increase the contract amount not to exceed Threehundred-twenty-nine-hundred-eight Dollars ($320,908), as set forth in this amendment.
2. Paragraph A of Section 2 of the Agreement entitled “COMPENSATION” is hereby amended to read as follows:
“A. Compensation. As full compensation for Consultant’s services provided under this Agreement, City shall pay Consultant a sum not to exceed Three-hundred-twenty-nine-hundred-eight Dollars ($320,908) (the “maximum compensation”), plus any additional fees for major programs subject to the single Audits, 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.”
3. Exhibit “A” to the Agreement is hereby amended by adding thereto the items set forth on Attachment “A” to this Amendment, which is attached hereto and incorporated herein as though set forth in full.
4. Exhibit “B” to the Agreement is hereby amended by adding thereto the items set forth on Attachment “B” to this Amendment, which is attached hereto and incorporated herein as though set forth in full.
ATTACHMENT A
2 5. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.
The parties, through their duly authorized representatives, are signing this SECOND Amendment 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:
CliftonLarsenAllen,
a Limited Liability Partnership
By:
Name:
Title:
By:
Name:
Title:
CliftonLarsonAllen,
a Limited Liability Partnership
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.)
Attachment A
Displayed below and incorporated herein is Exhibit A reflecting the amended cost as provided by the Consultant.
EXHIBIT A
APPROVED FEE SCHEDULE
Quoted Hourly
Rates
Quoted Hourly
Rates FY22*
Quoted Hourly
Rates FY23*
Partner $225/hr $232/hr $239/hr
Audit Manager $165/hr $170/hr $175/hr
Audit Supervisor $110/hr $113/hr $117/hr
Staff Accountants $95/hr $98/hr $101/hr
• 3% maximum increase for FY21/22 and FY22/23
Annual Maximum Compensation (1)
Audit Year 2018/19 2019/20 2020/21 2021/22 2022/23
Audit-City of Covina $49,660 $49,660 $51,150 $52,685 $54,266 Single Audit $ 3,890 $ 3,890 $ 4,000 $ 4,120 $ 4,244
Controllers Reports $ 4,310 $ 4,310 $ 4,440 $ 4,573 $ 4,710 Measure W Audit (2)
$21,000
Total Annual Maximum
Compensation $57,860 $57,860 $59,590 $61,378 $84,220
(1) The fee contemplates auditing one major program. Additional major programs will be audited for an additional cost of $1,750 (years 1-3), $1,803 (year 4), $1,857 (year 5). (2) CLA will perform audit services as required by the County of Los Angeles for expenditures related to Measure W for audit years 2020/21, 2021/22, and 2022/23. The maximum compensation for these services is $7,000 for each audit year, not to exceed $21,000 total.
!"#$%&'!(')* +
,
-./-0-1 2
34
4
56789:7;43
<
=
3
3 >
?@/-0?@/ 3
A
3
<
=
3
3B4C?/-0--/ 3
,C 3,
67
/77
/774
/7 374
7; 3C< 67C4/77C4
/7
7
C7;:
3A
4
43
3=
3,D
<
4
= =
3
4
3
<
<3
C
3
C
3
3 B4
10/-0-1 B
43
,
43
= =
EFGHIGJKLMNOPIQRNFIP :
43
A
C< >
4 :8
S
<
4
T436
T43; 3
3
A
3
C
3
3B4
10/-0-1 2
U<
4=8 3
3 V
36U
8V;
<3
W4
3
4
C
6S8X; C
CY
,
A
2
=S8X,
4,D
3
3
34 /,4,
43
3 Z> =
[
3
4
3 C
ZV43=
C
34
\G]KLMNOPIQRNFIP :
<3
= 43
<
^
C4
A
3
3
_LMNOG`aIFONRIP 2
,D
<
4
43
A
,
,
4
,4
A
/
34
43
/ 3
4 43
Y
43
4
,4
C4
A
C
3/
/
C 4=
=
C
3
b
38
6b8U
;S
,
4
=
<
4
,4
,
4
4
3
=4
4334
3
3
43=
3
3 =
??0
Attachment B
!
"
#
$
%
$
&'()*+,)+-./01-1+23-4+04*05
6
7
8
!
8
%
9
:;
<!
!
:;
!
$
!
!
9
$
!
:;
$
$
9
$
6
=
>>
>
?
;
$
! ;
!
$
!
$
$
$
#
!
$
9
!
!$
!
!
$
8
&'()*+,)+-./01-1+23-4+04*057
!$
@
!
!
?
A
&'()*+,)+-./01-1+23-4+04*05
?
7
;
#
8
!
$
&'()*+,)+-./01-1+23-4+04*05
!
8
BA@C
!" !#$%&'#'!()#*!&* &+
,
- .
/0
1
0
0
2
34
5
1
0
6
1
6 6
6
,
1
0
0
0
0
5
66
0 5
6
37
0
6
0
.
0
6
58
9 6
5
0
5
0
1
6
6
0
3:6
0
0
0
5
0
6 6
0
5
0
6
6
3;
6
6
6
00 0
5<
5
0
0
0
0
5
6
0
0
1=
>
02 3?
0
6
3@ 6
@ 0
,
6
1
0
5
6
0
5
!" !#$%&'#'!(
)#*!&* &+A
.
=B>
=C>
0=D>
=E>6
06
0
5
5
0
5
0
55
A
/ 6
!" !#$%&'#'!()#*!&* &+
-
5 .
6
F0 DBG
!"#$%&'$&()*+,(,&-.(/&+/%+
0
1
1
0230
!"#$%&'$&()*+,(,&-.(/&+/%+4
0
5
6
!"#$%&'$&()*+,(,&-.(/&+/%+4
!"#$%&'$&()*+,(,&-.(/&+/%+4
7898:;<;9=>;?@A9?BCBDB=B;?
E
F
1
G
HI
JIK003
L
5
M
3 N
OP
!"
#
#
$!%
$"%
$&%
#
#
#
$!%
'
$
% $"%
$&%
#
(
)*
+
,
-
.
/
!0