additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.
C. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s personnel practices. or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section
6. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
7. PERS Compliance and Indemnification.
A. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform the services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law, commencing at Government Code Section 20000, the regulations of PERS, and the Public Employees’ Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.
B. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 7. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
8. Confidentiality. All data, documents, discussion, or other information (collectively “data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential. Consultant shall keep all data confidential and shall not disclose any data to any person or entity without City’s prior written consent. City shall grant such consent if
disclosure is legally required. Consultant shall return all data to City upon the expiration or termination of this Agreement. Consultant’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.
9. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including the Political Reform Act (Gov.
Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.
10. Indemnification.
A. Indemnities for Third Party Claims.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liability with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.
City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph A. 2).
3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties.
B. Workers’ Compensation Acts not Limiting. Consultant’s indemnifications and obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section 10 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Consultant’s indemnifications and obligations under this Section 10 shall survive the expiration or termination of this Agreement.
11. Insurance.
A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Four Million Dollars ($4,000,000) per project or location.
If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of Two Million Dollars ($2,000,000) per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11.
3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Consultant has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Consultant shall provide an executed declaration that it has no employees. 4) Professional Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per claim and in aggregate.
B. Acceptability of Insurers. The insurance policies required under this Section 11 shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self-insurance shall not be considered to comply with the insurance requirements under this Section 11.
C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming the City, its officers, employees, agents and volunteers as additional insureds.
D. Primary and Non-Contributing. The insurance policies required under this Section 11 shall apply on a primary non-contributing basis in relation to any other insurance or selfinsurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) calendar days’ prior written notice to City. If any insurance policy required under this Section 11 is canceled or reduced in coverage or limits, Consultant shall, within two (2) business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section 11, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at
Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance. Prior to the performance of services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 11. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 10 of this Agreement.
K. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 11.
12. Mutual Cooperation.
A. City’s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant’s proper performance of the services required under this Agreement.
B. Consultant’s Cooperation. In the event any claim or action is brought against the City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.
13. Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of five (5) years. Consultant shall, without charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.
14. Termination or Suspension of Agreement.
A. Right to Terminate or Suspend. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least seven (7) calendar days before the termination or suspension is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.
B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by
Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.
15. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.
16. Notices. Any notices, consents, requests, demands, bills, invoices, reports or other communications which either party may desire to give to the other party under this Agreement must be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by reputable document delivery service or courier service during Consultant’s and City's regular business hours, or (c) five business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the party to be notified as set forth below:
If to City: If to Consultant:
Attn: Public Works, Engineering Attn: Andre Ortiz
City of Covina Siterep Construction Services, Inc.
125 E. College Street 301 E. Arrow Highway, Suite 105
Covina, California 91723 San Dimas, CA 91773
17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law.
Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
18. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
19. No Third-Party Beneficiaries Intended. Except as otherwise provided in Section 10, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
20. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
21. Exhibits. Exhibits A, & B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.
22. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.
23. Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties. The City Manager is authorized to sign an amendment to this Agreement on the City Council’s behalf and without the City Council’s prior approval to make the following nonsubstantive modifications to the Agreement: (a) name changes; (b) extensions of time; (c) nonmonetary changes in the scope of work; and (d) termination of the Agreement.
24. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement.
25. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
26. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.
27. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Covina.
28. Attorneys’ Fees. In any litigation or other proceeding by which on party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be shall be awarded reasonable attorneys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
29. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
30. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
[SIGNATURE PAGE FOLLOWS]
The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.
City:
City of Covina,
a California municipal corporation
By:
Name:
Title:
ATTEST:
By:
Name: Fabian Velez
Title: Chief Deputy City Clerk
Consultant:
Siterep Construction Services, Inc.
a California corporation
By:
Name: Andre Ortiz
Title: President
By:
Name: Andre Ortiz
Title: Secretary
(Two signatures of corporate officers required
for corporations under Corporations Code
Section 313, unless corporate documents
authorize only one person to sign this
Agreement on behalf of the corporation.)
EXHIBIT A
APPROVED FEE SCHEDULE/SCOPE OF SERVICE
September 10, 2024
City of Covina
Michael Flores
125 East College St.
Covina, CA 91723
RE: Badillo Street Water Services Replacement Project
Dear Mr. Flores,
Thank you for the opportunity to provide this proposal for inspection services as they pertain to the above mentioned project. Please see our price below to perform full time oversight/inspection for a duration of 5-6 weeks. Please feel free to contact me should you have any questions.
TOTAL: $25,200.00
Sincerely,
Andre Ortiz
President
Siterep Construction Services, Inc.
City of Covina
Public Works Department - Engineering DivisionBadillo Street Water Services Replacement ProjectFrom Rimsdale Avenue and Lark Ellen Avenue Item Description Quantity Unit Unit Price Total Unit Price Total Unit Price Total Unit Price Total 1 Clearing and Grubbing LS 5,000.00 2 $ 10,000.00 $ 91,498.00 $ 182,996.00 $ 500.00 $ 1,000.00 $ 10,000.00 $ 20,000.00 $ 2 Install 4" Service Lateral, meter mainfold type and connect to existing downstream piping and install vault per Std W 203. Remove conflicting portion of existing water service and meter vault (See 2a. Below) LF 1,235.82 60 $ 74,149.20 $ 900.00 $ 54,000.00 $ 1,500.00 $ 90,000.00 $ 1,700.00 $ 102,000.00 $ 2a
Remove conflicting portion of existing water service, box and install (6) 1" water services per Covina Std. Dwg. No. W-101. Short side service, approx. 5 feet long.
EA 2,500.00 6 $ 15,000.00 $ 4,500.00 $ 27,000.00 $ 4,100.00 $ 24,600.00 $ 6,000.00 $ 36,000.00 $ 3 Remove existing fire hydrant and conflicting portions and install Jones Triton 4060-R Commercial Fire Hydrant per Covina Standard Drawing No. W-110 & W-180 Complete.
EA 41,524.00 4 $ 166,096.00 $ 22,000.00 $ 88,000.00 $ 46,000.00 $ 184,000.00 $ 46,500.00 $ 186,000.00 $ 4 Install 6" PVC C-900, PC 305 (DR 14) Water Main Line Including Trenching per Covina Standard Drawing No. W-180. LF 503.00 160 $ 80,480.00 $ 160.00 $ 25,600.00 $ 565.00 $ 90,400.00 $ 585.00 $ 93,600.00 $ 5 Install 6" 45-degree bends per std W-170 Complete. EA 1,491.00 12 $ 17,892.00 $ 1,000.00 $ 12,000.00 $ 1,250.00 $ 15,000.00 $ 2,500.00 $ 30,000.00 $ 6 Abandon and seal existing water system in place and cut, plug, and cement existing pipe end per Covina Std. Dwg. No. W-020. EA 2,982.00 2 $ 5,964.00 $ 2,500.00 $ 5,000.00 $ 4,000.00 $ 8,000.00 $ 2,500.00 $ 5,000.00 $ 7 Remove and Construct PCC Driveway approach per SPPWC Std.
Plan 110-2, Type B or C per plan, including all incidentals complete in place per plans, details, and specifications.
SF 40.00 250 $ 10,000.00 $ 30.00 $ 7,500.00 $ 75.00 $ 18,750.00 $ 96.00 $ 24,000.00 $ Total $ 402,096.00 379,581.20 $ 431,750.00 $ 496,600.00 $ Dominguez General Engineering, Inc.
Bid Opening - Tuesday, September 10, 2024 - 10:00AM Base Bid GRBCON, Inc. Gentry Brothers, Inc. Big Ben Engineering, Inc.
ATTACHMENT D
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 9
Meeting: September 17, 2024
Title: Agreement between Covina and Irwindale Employees Regarding Cooperative Dispatching Services
Presented by: David Povero, Chief of Police
Recommendation: Approve Agreement between Covina and Irwindale employees regarding cooperative dispatching services and Authorize the City Manager or his designee execute the agreement.
EXECUTIVE SUMMARY:
This agreement intends to provide additional personnel resources for critical dispatch positions which can be difficult to fill and require months of training. This agreement will be mutually beneficial to both agencies similar to the previous 2020 agreement between Covina and La Verne which allowed trained dispatch staff to fill vacant shifts in both jurisdictions
Public safety dispatchers are highly trained employees who are an essential element of any modern law enforcement operation. Recruiting, training, and maintaining personnel with the skills to perform this work is a challenge for many police agencies. The necessity to staff 911 call centers twenty-four hours per day requires each unfilled position to be staffed by others on overtime. During periods of staffing shortages, the fatigue on existing employees is compounded by the mandatory overtime and everyday job stress experienced as part of the profession. From experience, staffing shortages were partially mitigated by collaborating with other agencies such as La Verne and allowing personnel to work in each other's communications centers when mutually beneficial.
DISCUSSION:
Covina and Irwindale operate communications centers that are substantially similar in terms of technology and standard operating procedures. Common computer-aided dispatch/records management systems and common police radio equipment are used by each agency. Allowing personnel from each department to work in the other communication center can be easily accomplished successfully in both agencies.
The agreement included in this agenda item would allow Covina dispatchers to work in Irwindale and Irwindale dispatchers to work in Covina on an overtime basis at a rate agreed upon by both cities. This agreement would allow the terms to be extended for two additional one-year terms upon mutual agreement of both cities.
FISCAL IMPACT:
This MOU limits the amount reimbursed for services to $25,000/yr. Any reimbursement would come from the existing Communications operating budget.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
None.
Respectfully submitted,
ATTACHMENT A
AGREEMENT
FOR SUPPLEMENTAL LAW ENFORCEMENT SERVICES
Parties: City of Irwindale and City of Covina
This Agreement for supplemental Law Enforcement services ("Agreement"), entered into this 17th day of September , 2024 ("Execution Date"), by and between the City of Irwindale, a California municipal corporation ("Irwindale") and the City of Covina, a California municipal corporation ("Covina"), is made with reference to the following:
RECITALS
WHEREAS, Irwindale is desirous of contracting with Covina for the performance of supplemental law enforcement functions relating to police dispatching services ("Police Dispatch”), this agreement is reciprocating; and
WHEREAS, Covina is desirous of contracting with Irwindale for the performance of supplemental law enforcement functions relating to police dispatching services ("Police Dispatch"), and
WHEREAS, Irwindale is agreeable to rendering such services on the terms and conditions set forth in this Agreement, and
WHEREAS, Covina is agreeable to rendering such services on the terms and conditions set forth in this Agreement,
NOW THEREFORE, in consideration of mutual covenants contained herein, and for good and valuable consideration, the parties mutually agree as follows:
1. Term.
This Agreement shall have a term ("Term") that begins on the Execution Date and shall remain in effect through January 1, 2026, unless sooner terminated or extended in whole or in part as provided herein.
2. Scope of Services.
2.1 Covina agrees, through its Police Department, to provide supplemental law enforcement services to Irwindale for Police Dispatch as requested by Irwindale. The amount of supplemental law enforcement services provided by Covina to Irwindale shall be subject to availability as determined by Covina in its sole and absolute discretion. Irwindale acknowledges, understands and agrees that Covina may decline to provide supplemental law enforcement services for Police Dispatch based on such determinations of availability. Irwindale shall notify Covina of its anticipated supplemental law enforcement needs for Police Dispatch at least twenty-four (24) hours prior to the date of the Police Dispatch need. Thereafter, Covina will notify Irwindale indicating the amount of supplemental law enforcement services Covina will provide for Police Dispatch along with any other parameters established by the Covina Chief of Police. Covina shall be under no obligation to consider requests for services that have not been requested by Irwindale in a timely manner. Notices provided by Irwindale indicating the type and
Agreement for Supplementary Law Enforcement Services
Cities of Irwindale and Covina
amount of supplemental services that will be provided by Covina for Police Dispatch must be authorized by the Chief of Police in order to be valid and binding on Covina.
2.1a Irwindale agrees, through its Police Department, to provide supplemental law enforcement services to Covina for Police Dispatch as requested by Covina. The amount and of supplemental law enforcement services provided by Irwindale to Covina shall be subject to availability as determined by Irwindale in its sole and absolute discretion. Covina acknowledges, understands and agrees that Irwindale may decline to provide supplemental law enforcement services for Police Dispatch based on such determinations of availability. Covina shall notify Irwindale of its anticipated supplemental law enforcement needs for Police Dispatch at least twenty-four (24) hours prior to the date of the Police Dispatch need. Thereafter, Irwindale will notify Covina indicating the amount of supplemental law Enforcement services Irwindale will provide for Police Dispatch along with any other parameters established by the Irwindale Chief of Police. Irwindale shall be under no obligation to consider requests for services that have not been requested by Covina in a timely manner. Notices provided by Covina indicating the type and amount of supplemental services that will be provided by Irwindale for Police Dispatch must be authorized by the Chief of Police in order to be valid and binding on Irwindale.
2.2 Irwindale hereby grants to Covina and its personnel the right to transmit and broadcast communications to the Irwindale Police Department's units via the Irwindale Police Department’s primary dispatch frequency and/or any other law enforcement frequency for which Irwindale is licensed by the Federal Communications Commission.
2.2a Covina hereby grants to Irwindale and its personnel the right to transmit and broadcast communications to the Covina Police Department's units via the Covina Police Department’s primary dispatch frequency and/or any other- law enforcement frequency for which Covina is licensed by the Federal communications commission.
2.3 Under no circumstances shall Irwindale’s inability or failure to provide supplemental law enforcement services because of an emergency, disaster, or other incident constitute a breach of this Agreement.
2.3a Under no circumstances shall Covina’s inability or failure to provide supplemental law enforcement services because of an emergency, disaster, or other incident constitute a breach of this Agreement.
2.4 Irwindale shall furnish and supply all necessary labor, personnel, equipment and supplies necessary to provide supplemental law enforcement services for Police Dispatching. Notwithstanding the foregoing, the services performed by Irwindale, the discipline of Irwindale dispatchers, and other matters incident to the performance of services, including the control of personnel so employed shall remain with Irwindale and shall be performed pursuant to Irwindale Police Department’s policies and procedures.
2.4a Covina shall furnish and supply all necessary labor, personnel, equipment and supplies necessary to provide supplemental law enforcement services for Police
Agreement for Supplementary Law Enforcement Services
Cities of Irwindale and Covina
Dispatching. Notwithstanding the foregoing, the services performed by Covina, the discipline of Covina dispatchers, and other matters incident to the performance of services, including the control of personnel so employed shall remain with Covina and shall be performed pursuant to Covina Police Department’s policies and procedures.
2.5 All services shall be performed to the satisfaction of Irwindale.
2.5a All services shall be performed to the satisfaction of Covina.
2.5b Compensation for personnel from Irwindale and Covina will begin the time they arrive at their respective assignment.
3. Personnel.
The classification, approximate numbers of personnel and number of hours shall be determined and mutually agreed upon by the Parties prior to the provision of the requested supplemental law enforcement services.
4. Compensation.
Irwindale will compensate Covina for the services performed in an amount not to exceed Twenty Five Thousand Dollars ($25,000.00) during the Term of this Agreement, and at the billing rate set forth below:
Communications Officer - $58.50 per hour
Covina will compensate Irwindale for the services performed in an amount not to Exceed Twenty Five Thousand Dollars ($25,000.00) during the Term of this Agreement, and at the billing rate set forth below:
Communications Officer - $58.50 Per hour
5. Administration of Personnel.
Irwindale shall not be liable or legally responsible for the direct payment to any of Covina's personnel for salaries, wages, or other compensation for services performed pursuant to this Agreement or for any claims made by Covina’s personnel for personal injuries, including but not limited to Workers' Compensation claims or benefits, arising in connection with services rendered pursuant to this Agreement. All Covina employees who work in conjunction with Irwindale pursuant to this Agreement shall remain employees of Covina and shall not have any claim or right to employment, civil service protection, salary, or benefits or claims of any kind from Irwindale based on this Agreement. No Covina employees shall become employees of Irwindale.
Covina shall not be liable or legally responsible for the direct payment to any of Irwindale’s personnel for salaries, wages, or other compensation for services performed pursuant to this Agreement
Agreement for Supplementary Law Enforcement Services
Cities of Irwindale and Covina
or for any claims made by Irwindale’s personnel for personal injuries, including but not limited to Workers' Compensation claims or benefits, arising in connection with services rendered pursuant to this Agreement. All Irwindale employees who work in conjunction with Covina pursuant to this Agreement shall remain employees of Irwindale and shall not have any claim or right to employment, civil service protection, salary, or benefits or claims of any kind from Covina based on this Agreement. No Irwindale employees shall become employees of Covina.
6. Maximum Cost.
The maximum cost for Irwindale’s supplemental law enforcement services must not exceed Twenty five Thousand Dollars ($25,000.00.) during the term of this Agreement.
The maximum cost for Covina’s supplemental law enforcement services must not exceed Twenty five Thousand Dollars ($25,000.00.) during the term of this Agreement.
7. Indemnification.
7.1 Covina Indemnification and Hold Harmless
To the fullest extent permitted by law, Covina shall indemnify, defend, and hold harmless Irwindale, its governing body, its elected and appointed officers, employees, and agents from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including attorney and expert witness fees), arising from or connected with the Covina’s acts and/or omissions arising from and/or relating to this Agreement.
7.2 Irwindale Indemnification and Hold Harmless
To the fullest extent permitted by law, Irwindale shall indemnify, defend, and hold harmless Covina, its governing body, its elected and appointed officers, employees, and agents from and against any and all liability, including but not limited to demands. claims, actions, fees, costs, and expenses (including attorney and expert witness fees), arising from or connected with Irwindale’s acts and/or omissions arising from and/or relating to this Agreement.
7.3 Limitation
The Indemnification and Hold Harmless provisions above shall be limited in duration to the Term of this Agreement. However, each entity's obligation to indemnify, defend, and hold harmless shall apply to any and all injuries, losses, or damages which occur or accrue during the date(s) of service provided for Police Dispatch, but which are reported after this Agreement's ending date.
8. Invoices.
Agreement for Supplementary Law Enforcement Services
Cities of Irwindale and Covina
Within forty-five (45) calendar days from each scheduled Police Dispatch event, Irwindale will deliver to Covina an invoice for the services and Covina will pay any undisputed amount within thirty (30) calendar days from the date of Irwindale’s invoice. The invoice and payment shall each be delivered pursuant to the Notice requirements in Section 9.
Within forty-five (45) calendar days from each scheduled Police Dispatch event, Covina will deliver to Irwindale an invoice for the services and Irwindale will pay any undisputed amount within thirty (30) calendar days from the date of Covina’s invoice. The invoice and payment shall each be delivered pursuant to the Notice requirements in Section 9.
9. Notice.
All notices, invoices, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
All notices, demands, requests or approvals to Covina:
City of Covina Police Department
Attention: Capt. Ric Walczak
444 N. Citrus Avenue
Covina, California 91723
All notices, demands, requests or approvals to Irwindale:
City of Irwindale Police Department
Attention: Capt. John Fraijo
5050 N. Irwindale Ave.
Irwindale, CA 91706
10. Integrated Contract.
This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by Irwindale and Covina and approved as to form by the City Attorneys for both cities.
11. Insurance.
Each party agrees to either self-insure in an amount not less than specified below or insure against damages or injuries which may arise from the activities contemplated by this Agreement by purchasing and maintaining for the term of this Agreement a commercial general liability insurance policy, and automobile policy, both with a combined single limit of not less than two million dollars ($2,000,000), which policy shall include or be endorsed to include the other party as an additional insured. The Parties agree to provide evidence of such insurance upon request. Each party shall also carry Worker’s Compensation Insurance for its own employees as required by law.
Agreement for Supplementary Law Enforcement Services
Cities of Irwindale and Covina
12. Waiver.
A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
13. Default and Termination.
13.1 Failure to Perform
If Irwindale fails or refuses to perform any of the provisions of this Agreement, Covina may immediately terminate this Agreement by written notice to Irwindale.
If Covina fails or refuses to perform any of the provisions of this Agreement, Irwindale may immediately terminate this Agreement by written notice to Covina.
13.2 Option to Terminate for Convenience
A Party to this Agreement may, at its sole discretion and without cause, terminate this Agreement for convenience by giving ten (10) calendar days’ prior written notice to the other Party. Upon termination of this Agreement, Covina will pay Irwindale any compensation earned and unpaid up to the effective date of termination.
Equally, upon termination of this Agreement, Irwindale will pay Covina any compensation earned and unpaid up to the effective date of termination.
14. Governing Law.
This Agreement will be interpreted and governed according to the laws of the State of California.
15. Venue and Jurisdiction.
Irwindale and Covina agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, as appropriate. The parties agree that venue exists in either court and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
16. Survival of Provisions and Obligations.
Agreement for Supplementary Law Enforcement Services
Cities of Irwindale and Covina
Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
This Agreement may be signed in counterpart by each party.
CITY OF IRWINDALE, a Municipal Corporation
By: ____________________________________
Julian A. Miranda
City Manager
Date: ____________________________________
APPROVED AS TO FORM:
By: ____________________________________
Adrian Guerra
City Attorney
CITY OF COVINA, a Municipal Corporation
By: ____________________________________
Chris Marcarello
City Manager
Date: ____________________________________
APPROVED AS TO FORM:
By: ____________________________________
X
City Attorney
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 10
Meeting: September 17, 2024
Title: Award of Contract to Siterep Construction Services for the 114 E. Italia Street Restaurant Remodel/Expansion Project – Project No. F2501
Presented by: Chris Marcarello, City Manager
Brian K. Lee, Director of Community Development
Rafael Fajardo, Interim Director of Public Works/City Engineer Recommendation: 1. Authorize the City Manager to execute all necessary contracts and documents with Siterep Construction Services, Inc. to perform remodel/expansion construction work at the existing City of Covina owned restaurant space located at 114 E. Italia Street;
2. Adopt Resolution CC 2024-88 to amend the FY 2024-2025 Capital Improvement Program and Capital Improvement Program Budget appropriating $198,000 from available General Fund – Fund Balance to be transferred into the General CIP Fund for use towards the 114 E. Italia Street Restaurant Remodel/Expansion Project; and
3. Authorize a project contingency amount of $33,000 (approximately 20%) for any unforeseen construction expenses.
EXECUTIVE SUMMARY/BACKGROUND
On August 20, 2024, the Covina City Council selected the Union Restaurant Group as the preferred operator for the City-owned restaurant located at 114 E. Italia Street. The restaurant lease/operating agreement including several landlord (City) required site improvements to the existing restaurant space. The necessary site improvements include creating a new enclosed outdoor garden lounge, converting the existing covered patio space into an enclosed dining space, and corresponding upgrades in HVAC, water, electrical, and similar features. The tenant is responsible for the fixturing of the kitchen, bar area, and existing dining room space.
DISCUSSION:
The Department of Public Works, solicited bids from qualified contractors to facilitate the construction of the aforementioned site improvements. All proposals were required to provide the City with a lump sum cost for construction. On September 10, 2024, project construction cost proposals were to be submitted to the Department of Public Works. Staff received bids from one (1) reputable construction company with the following result:
Contractor Amount
Siterep Construction Services, Inc. $165,000
Green Giant Landscape, Inc. Non-responsive
FS Contractors, Inc Non-responsive
Only one (1) construction bid was received, which was submitted by Siterep Construction Services, Inc. After a comprehensive review of the proposal, the City Engineer and Building Official determined the construction bid proposal submitted by Siterep Construction Services, Inc. is consistent with industry standards and therefore Siterep Construction Services, Inc. was determined to be the lowest, responsive and responsible bidder for this project.
The proposed construction cost for the 114 E. Italia Street Restaurant Remodel/Expansion project is $165,000; which includes the construction of a new enclosed outdoor lounge, installation of new windows and doors, the
conversion of the existing covered patio space into an enclosed dining space, and corresponding upgrades to the HVAC, water, electrical and similar features. The project is proposing a 20% contingency for any unforeseen tenant improvement construction expenses that should arise. The 114 E. Italia Street Restaurant Remodel/Expansion Project is set to be completed by November 2024.
FISCAL IMPACT:
The adoption of Resolution CC 2024-88 will amend the FY 2024-2025 Capital Improvement Program and Capital Improvement Program Budget appropriating $198,000 from General Fund – Fund Balance to be transferred into the General CIP Fund for use towards the 114 E. Italia Street Restaurant Remodel/Expansion Project. The following is a summary of project funding as well as associated project expenditures:
PROJECT FUNDING
Source Funds Amount Account
General CIP $198,000 4010-4000-55100-F2501
PROJECT EXPENDITURES
Description Amount
Contract Base Bid (Siterep Construction Services, Inc.) $165,000 Contingency Allowance (20%) $33,000
Total Fiscal Impact $198,000
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,
ATTACHMENT A
RESOLUTION CC 2024-88
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, AMENDING THE FISCAL YEAR 2024-2025 CAPITAL
IMPROVEMENT PROGRAM AND CAPITAL IMPROVEMENT
PROGRAM BUDGET APPROPRIATING $198,000 FROM AVAILABLE
GENERAL FUND - FUND BALANCE TO BE TRANSFERRED INTO THE
GENERAL CIP FUND FOR USE TOWARDS THE 114 E. ITALIA STREET RESTAURANT REMODEL/EXPANSION PROJECT – PROJECT NO.
F2501
WHEREAS, the City of Covina (“City”) is a municipal corporation duly organized and existing pursuant to the Constitution and laws of the State of California; and WHEREAS, the budget for the City of Covina for fiscal year commencing July 1, 2024, and ending on June 30, 2025 was approved on June 4, 2024; and WHEREAS, the approved budget is in accordance with all applicable ordinance of the City and all applicable statues of the State; and
WHEREAS, on occasion, the City Council will deem it necessary to amend the Capital Improvement Program Budget to create a budget allocation to facilitate a project the City Council deems necessary and important; and
WHEREAS, those amendments (allocations) to the Budget shall be by approval and memorialized by Resolution of the City Council; and
WHEREAS, The City Council of the City of Covina desires to amend the FY 2024-25 Capital Improvement Program and Capital Improvement Program Budget appropriating $198,000 from available General Fund – Fund Balance to be transferred into the General CIP Fund for use towards the 114 E. Italia Street Restaurant Remodel/Expansion Project.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Amend the Fiscal Year 2024-2025 General Fund and Capital Improvement Program Budgets as follows:
Account No. Account Description Amount ($) Increase/Decrease 1010-4000-
59140-F2501
GF-Comm Dev AdminTransfers Out-ITALIA$198,000 Increase 4010-4000-
49110-F2501
General CIP-Comm Dev
Admin-Transfer InITALIA
$198,000 Increase
4010-4000-
55100-F2501
General CIP-Comm Dev
Admin-Buildings and
Structures-ITALIA
$198,000 Increase
Resolution CC 2024-88 Page 2 of 3
SECTION 2. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.
APPROVED and PASSED this 17
th day of September, 2024.
City of Covina, California
BY:
JOHN KING, Mayor
ATTEST:
_________________________________________
FABIAN VELEZ, Chief Deputy City Clerk
CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2024-88 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 17
th day of September, 2024, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Dated:
____________________________________________
FABIAN VELEZ, Chief Deputy City Clerk
Resolution CC 202
4-88 Page 3 of 3
ATTACHMENT B
CONTRACT
CITY OF COVINA CONTRACT FOR
ITALIA STREET RESTAURANT IMPROVEMENTS PROJECT –
PROJECT NO. F2501
THIS CONTRACT (“Contract”) is made and entered this 17TH DAY OF SEPTEMBER, 2024 (“Effective Date”), by and between the CITY OF COVINA, a California municipal corporation (“City”) and Siterep Construction Services, Inc, a California corporation (“Contractor”).
Contractor’s California State Contractor’s license number is 1094220; Class A, B, C-34.
Contractor’s DIR registration number is 1000729663.
In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
1. Contract Documents. The Contract Documents consist of this Contract, the Notice Inviting Bids, Instructions to Bidders, Bid (including documentation accompanying the Bid and any postBid documentation submitted before the Notice of Award), the Bonds, permits from regulatory agencies with jurisdiction, General Provisions, Special Provisions, Plans, Standard Plans, Standard Specifications, Reference Specifications, Addenda, Change Orders, and Supplemental Agreements. The Contract Documents are attached hereto and incorporated herein by reference.
In the event of any conflict between the terms of this Contract and any incorporated documents, the terms of this Contract shall control.
2. Scope of Services. Contractor shall perform the Work in a good and workmanlike manner for the project identified as Italia Street Restaurant Improvements Project (“Project”), as described in this Contract and in the Contract Documents.
3. Compensation. In consideration of the services rendered hereunder, City shall pay Contractor an amount not to exceed One Hundred and Sixty Five Thousand Dollars ($165,000) in accordance with the prices as submitted in the Bid, attached hereto as Exhibit “A” and incorporated herein by this reference.
4. Incorporation by Reference. All of the following documents are attached hereto and incorporated herein by this reference: Workers’ Compensation Certificate of Insurance, Additional Insured Endorsement (Comprehensive General Liability), Additional Insured Endorsement (Automobile Liability), and Additional Insured Endorsement (Excess Liability).
5. Antitrust Claims. In entering into this Contract, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. § 15) or under the Cartwright Act (Cal. Bus. & Prof. Code, § 16700 et seq.) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time City tenders final payment to Contractor without further acknowledgment by the parties.
6. Prevailing Wages. City and Contractor acknowledge that the Project is a public work to which prevailing wages apply.
7. Workers’ Compensation. 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, by signing this Contract,
ATTACHMENT B
the Contractor 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 Contract.”
8. Trenches and Other Excavations. If this Project involves the digging trenches or other excavations that will extend deeper than four (4) feet below the surface, Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to proposers prior to the deadline for submitting proposals; and (3) unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract.
9. Titles. The titles used in this Contract are for convenience only and shall in no way define, limit or describe the scope or intent of this Contract or any part of it.
10. Authority. Any person executing this Contract on behalf of Contractor warrants and represents that he or she has the authority to execute this Contract on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations hereunder.
11. Entire Agreement. This Contract, including the Contract Documents and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Contractor. This Contract supersedes all prior oral or written negotiations, representations or agreements. This Contract may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties that expressly refers to this Contract.
12. Counterparts. This Contract may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed the Contract the day and year first above written.
[SIGNATURE PAGE FOLLOWS]
ATTACHMENT B
CITY OF COVINA
By:
City Manager
ATTEST: APPROVED AS TO FORM:
By: By:
Chief Deputy City Clerk City Attorney
Dated:
(“CONTRACTOR”)
By:
Printed Name:
Title:
By:
Printed Name:
Title:
ATTACHMENT B
EXHIBIT A
ATTACHMENT B
EXHIBIT B
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:
ITALIA STREET IMPROVEMENTS PROJECT – PROJECT NO. F2501
(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.
ATTACHMENT B
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.
ATTACHMENT B
EXHIBIT C
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:
ITALIA STREET IMPROVEMENTS PROJECT – PROJECT NO. F2501
(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
ATTACHMENT B
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.
ATTACHMENT C
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 11
Meeting: September 17, 2024
Title: Purchase Order Authorization – Demolition Work Related to the City Owned Property Located at 114 E. Italia Street
Presented by: Chris Marcarello, City Manager
Brian K. Lee, Director of Community Development
Recommendation: 1. Authorize the City Manager, or his designee, to approve a Purchase Order in the amount of $24,999 with Siterep Construction Services, Inc for demolition work related to the City owned property located at 114 E. Italia Street; and
2. Adopt Resolution CC 2024-89 amending the 2024-2025 Capital Improvement Program Budget and appropriating $24,999 from available Measure CC – Fund Balance to be transferred into the General CIP Fund for use towards this project.
EXECUTIVE SUMMARY:
In August 20, 2024, the Covina City Council selected the Union Restaurant Group as the preferred operator for the City-owned restaurant located at 114 E. Italia Street. The restaurant lease/operating agreement including several landlord (City) required site improvements to the existing restaurant space. Briefly, the necessary site improvements include the creation of a new enclosed outdoor garden lounge, the conversion of the existing covered patio space into an enclosed dining space, and corresponding upgrades in HVAC, water, electrical and similar features. The tenant is responsible for the fixturing of the kitchen, bar area and existing dining room space.
DISCUSSION:
Preliminary to the actual remodel/expansion effort for the 114 E. Italia Street restaurant site, initial demolition and site preparation is necessary. The aforementioned construction effort includes the removal/demolition of existing asphalt of a portion of the existing parking lot immediately adjacent to the 114 E. Italia Street site. The parking lot demolition and demolition to portions of the existing patio would allow for construction of the new restaurant concept to commence upon approval of the construction contract.
Informal quotes were obtained to secure demolition services for the City owned property located at 114 E. Italia Street and conveyed the following results:
Rank Company Name Location Amount
1 Siterep Construction Services,
Inc.
San Dimas, CA $24,999
2 I Build Construction
Corporation
Walnut, CA No response
3 Gentry Brothers, Inc. Irwindale, CA No response
Upon review of the proposed quote, City staff recommends that a purchase order be awarded to Siterep Construction Services, Inc. Siterep Construction Services, Inc has previously completed other projects in the City including the Hollenbeck Park Pickleball Court Construction Project and the Covina Theater Seating Rail/Restaurant Construction Project.
FISCAL IMPACT:
The adoption of Resolution CC 2024-89 will appropriate $24,999 from available Measure CC – Fund Balance to be transferred into the General CIP Fund account number 4010-4000-55150 for use towards the demolition work related to the City owned property located at 114 E. Italia Street.
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,
ATTACHMENT A
RESOLUTION CC 2024-89
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, AMENDING THE FISCAL YEAR 2024-2025 CAPITAL
IMPROVEMENT PROGRAM BUDGET AND APPROPRIATING $24,999
FROM THE MEASURE CC FUND BALANCE TO BE TRANSFERRED
INTO THE GENERAL CIP FUND FOR USE TOWARDS THE
DEMOLITION WORK RELATED TO THE CITY OWNED PROPERTY
AT 114 E. ITALIA STREET
WHEREAS, the City of Covina (“City”) is a municipal corporation duly organized and existing pursuant to the Constitution and laws of the State of California; and WHEREAS, the budget for the City of Covina for fiscal year commencing July 1, 2024, and ending on June 30, 2025 was approved on June 4, 2024; and WHEREAS, the approved budget is in accordance with all applicable ordinance of the City and all applicable statues of the State; and
WHEREAS, on occasion, the City Council will deem it necessary to amend the Operating Budget to create a budget allocation to facilitate a project the City Council deems necessary and important; and
WHEREAS, those amendments (allocations) to the Budget shall be by approval and memorialized by Resolution of the City Council; and
WHEREAS, The City Council of the City of Covina desires to amend the FY 2024-2025 Capital Improvement Program Budget and appropriate $24,999 from Measure CC – Fund Balance to be transferred into the General CIP for use towards the demolition work related to the City owned property located at 114 E. Italia Street.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Amend the Fiscal Year 2024-2025 Capital Improvement Program Budget as follows:
Account No. Account Description Amount ($) Increase/Decrease 1095-0000-
59110
Measure CC-Transfers
Out
$24,999 Increase
4010-4000-
49110
General CIP-Comm Dev
Admin-Transfer In
$24,999 Increase
4010-4000-
55150
General CIP-Comm
Dev-Demolition
$24,999 Increase
Resolution CC 2024-89 Page 2 of 2
SECTION 2. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.
APPROVED and PASSED this 17
th day of September, 2024.
City of Covina, California
BY:
JOHN C. KING, Mayor
ATTEST:
_________________________________________
FABIAN VELEZ, Chief Deputy City Clerk
CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2024-89 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 17
th day of September, 2024, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Dated:
____________________________________________
FABIAN VELEZ, Chief Deputy City Clerk
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 12
Meeting: September 17, 2024
Title: Carryover of Encumbrances and Continuing Appropriations from Fiscal Year 2023-24 to Fiscal Year 2024-25
Presented by: Theresa Franke, Interim Finance Director
Charles Russom, Senior Management Analyst
Recommendation: Adopt Resolution CC 2024-90 and Resolution SA 2024-04 approving the Carryover of Encumbrances and Continuing Appropriations from Fiscal Year 2023-24 to Fiscal Year 2024-25.
EXECUTIVE SUMMARY:
The carryover of continuing appropriations is necessary when appropriation and encumbrance balances from a fiscal year that has ended remain unspent. These amounts are required to be carried forward into the next fiscal year to facilitate the completion of projects, contracts or activities for which the funds were originally awarded.
BACKGROUND:
Covina’s Municipal Code Section 2.08.160 states that the City Manager shall be responsible for the administration of the budget after its final adoption. The City Manager shall be authorized to amend the budget between cost centers within each fund. City Council authorization shall be required for increases in total fund appropriations.
Continuing appropriations for year-end encumbrances, contractual commitments, and capital projects shall be automatically carried forward. All other appropriations shall lapse at year-end unless carried forward by City Council action. The City Manager shall keep the City Council informed with respect thereto. (Ord. 00-1872, 2000; Ord. 1232 § 1, 1973; 1964 Code § 2.26.)
DISCUSSION:
As part of the year-end process, the Finance Department collaborates with all departments to analyze outstanding purchase orders, contracts, and remaining budget balances to determine which purchase orders and unspent appropriations should be carried over into the new fiscal year. Exhibit A of Resolution CC 2024-90 and Exhibit A of Resolution SA 2024-04 is the proposed Schedule of Encumbrance and Continuing Appropriation Carryovers which staff recommends for City Council and Successor Agency approval. These appropriations primarily relate to grant funds and capital improvement projects that were budgeted in Fiscal Year 2023-24 that were not completed before the end of the fiscal year, making it necessary to carry over the available budget balances to Fiscal Year 2024-25 to facilitate completion of the projects.
FISCAL IMPACT:
The city’s fiscal impact is an increase in appropriations in Fiscal Year 2024-25 in the amounts of the necessary available carryover balances totaling $28,908,919.46 in revenues and $59,110,549.18 in expenditures.
Additionally, there is increase in appropriations in Fiscal Year 2024-25 of $5,110,000 for the Successor Agency.
The majority of these funds are committed to Capital Improvement Programs. The impact to each fund is detailed in Exhibit A of Resolution CC 2024-90 and in Exhibit A of Resolution SA 2024-04.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
Respectfully submitted,
RESOLUTION CC 2024-90
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA,
CALIFORNIA, APPROVING THE CARRYOVER OF ENCUMBRANCES
AND CONTINUING APPROPRIATIONS FROM FISCAL YEAR 2023-2024 TO FISCAL YEAR 2024-25
WHEREAS, the City of Covina has certain operations and projects initiated prior to the fiscal year commencing July 1, 2024, which remain incomplete and will carryover from the previous fiscal year to the current fiscal year; and
WHEREAS, the City Council desires to appropriate the necessary carryover funds for the continuation and completion of certain City operations and projects and to set forth and appropriate certain expenses.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Certain Encumbrance and Appropriations (listed in Exhibit A) are carried over from Fiscal Year 2023-24 to Fiscal Year 2024-25 and the City Manager is authorized to implement the same.
SECTION 2. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.
APPROVED and PASSED this 17
th
day of September 2024.
City of Covina, California
BY:
JOHN C. KING, Mayor
ATTEST:
FABAIN VELEZ, Chief Deputy City Clerk
Resolution CC 2024-90 Page 2 of 2
CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2024-90 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 17th day of September, 2024, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Dated:
FABIAN VELEZ, Chief Deputy City Clerk
ATTACHMENT B
RESOLUTION SA 2024-04
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY OF THE CITY OF COVINA,
CALIFORNIA, APPROVING THE CARRYOVER OF ENCUMBRANCES
AND CONTINUING APPROPRIATIONS FROM FISCAL YEAR 2023-2024 TO FISCAL YEAR 2024-25
WHEREAS, the Successor Agency has certain operations and projects initiated prior to the fiscal year commencing July 1, 2024, which remain incomplete and will carryover from the previous fiscal year to the current fiscal year; and
WHEREAS, the Successor Agency desires to appropriate the necessary carryover funds for the continuation and completion of certain agency operations and projects and to set forth and appropriate certain expenses.
NOW, THEREFORE, THE SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Certain Encumbrance and Appropriations (listed in Exhibit A) are carried over from Fiscal Year 2023-24 to Fiscal Year 2024-25 and the Executive Director is authorized to implement the same.
SECTION 2. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.
APPROVED and PASSED this 17thday of September 2024.
Successor Agency to the Covina
Redevelopment Agency of Covina,
California
BY:
JOHN C KING, Chair
ATTEST:
FABIAN VELEZ, Agency Secretary
Resolution SA 2024-04 Page 2 of 2
CERTIFICATION
I, Fabian Velez, Secretary of the Successor Agency to the Covina Redevelopment Agency, do hereby certify that Resolution SA 2024-04, was duly adopted by the Successor Agency to the Covina Redevelopment Agency at a regular meeting held on the 17thday of September, 2024, by the following vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
Dated:
FABIAN VELEZ, Agency Secretary
City of Covina
Schedule of Encumbrance and Continuing Appropriation Carryovers From FY 2023-24 to FY 2024-25
EncumbrancesFund Account Number PO# Department Requested Amount Description 1010 -General Fund 1010-01-0400-0000-51200- 20240775 City Manager $ 3,431.32 Ongoing Litigation 1010-01-0500-0000-51005- 20240889 Finance 4,000.00 Munis Employee Access Upgrade 1010-01-0500-0000-51005- 20240882 Finance 10,965.00 Fee Study Project 1010-10-1130-0000-54430- 20240742 Police Administration 5,706.81 Police Department Portable Radios1010-10-1450-0000-52480- 20240157 Police Administration 35,736.54 Retrofits for Police Department Vehicles 1010-10-1450-0000-52480- 20240380 Police Administration 3,650.00 Police Department Cameras Project 1010-20-2100-0000-51990- 20240750 Engineering 7,817.25 Utility Impact Fee Study 1010-30-3500-0000-52400- 20241033 Parks and Rec Admin 1,415.55 Senior Center Front Counter Unit Project 1010-30-3500-0000-55100- 20241033 Parks and Rec Admin 19,050.27 Senior Center Front Counter Unit Project 1010-48-4750-0000-53787- 20240745 Community Dev Admin 5,500.00 Business Capital Improvement 1010-40-4000-0000-51005- 20240845 Community Dev Admin 4,250.00 Front Street Apprasial Project 1010-40-4000-0000-51005-THETR 20240847 Community Dev Admin 2,043.71 Theater Restaurant Consulting 1010-40-4000-0000-51005- 20240917 Community Dev Admin 5,850.00 Front Street Apprasial Project 1010-40-4000-0000-51005- 20220844 Building Inspection 3,883.51 NBS Development Impact Fee Study 1010-40-4200-0000-51990- 20240902 Community Dev Admin 27,562.93 LA County Unlicensed Street Vending Project 1010-48-4750-0000-53787- 20240322 Community Dev Admin 3,684.13 Business Assistance Program $ 144,547.02
2020- Housing Bond Proceeds 2020-00-0000-0000-22250-* 20230565 Community Dev Admin 122.50 $ Compliance Monitoring *Not appropriated expenditure (is a liability) 2020-45-4700-0000-52990- 20230155 Redev and Hsg Admin 1,414,777.81 Nav Center Lease Lump Payment 2020-45-4700-0000-52990- 20241039 Community Dev Admin 515,057.41 Nav Center Lease 2020-45-4700-0000-51205- 20240330 Community Dev Admin 803.74 Ongoing Litigation 2020-45-4700-0000-51205-HMLS 20240957 Community Dev Admin 33,883.56 Homelessness Program Litigation 2020-45-4700-0000-51005- 20240660 Community Dev Admin 5,600.00 Traffiic Signal & Driveway Relocation Improvement $ 1,970,245.02
2230- Other State Grants 2230-10-1130-0000-54430- 20240742 Police Administration 100,000.00 $ Police Department Portable Radios 2230-40-4100-0000-51005-SOLAR 20240765 Community Dev Admin 3,500.00 Online Solar Plan Checking Project $ 103,500.00
2400- Prop A 2400-43-4300-0000-55310- 20240748 Streets 15,043.61 $ Replacement Bus Shelter 2400-43-4350-TO01-51990- 20220594 Engineering 74,274.85 Quiet Zone Implementation Project - In Progress $ 89,318.46
City of Covina
Schedule of Encumbrance and Continuing Appropriation Carryovers From FY 2023-24 to FY 2024-25
EncumbrancesFund Account Number PO# Department Requested Amount Description2405- Prop C 2405-43-2200-0000-55340-P2408 20240497 Engineering 22,037.90 $ Traffic Signal Improvements Project - Design 2405-43-2200-0000-55310-P2311 20230764 Engineering 21,284.00 Design - Barranca Ave/Cienega Rehab Project $ 43,321.90
2420- Measure M 2420-43-2200-0000-55310-P2405 20240337 Engineering 36,187.82 $ Street Residential Resurfacing Project - Design $ 36,187.82
2510- Measure W 2510-56-5600-0000-55330-WM211 20210310 Environmental Services 121,323.23 $ Wingate Park Regional EWMP Project 2510-56-5600-0000-55330-WM211 20210311 Environmental Services 940.79 Wingate Park Regional EWMP Project 2510-56-5600-0000-55330-WM211 20220545 Environmental Services 73,014.06 Wingate Park Regional EWMP Project $ 195,278.08
2990- ARPA 2990-40-4000-0000-55700- 20230751 Building Inspection 106,773.19 $ Clariti Permitting Software Project 2990-10-1130-0000-55700- 20241013 Police Administration 25,063.32 PD Telecommunication Hardware/Software $ 131,836.51
4050*- Development Project Deposit 4050-22409-CEQA 20220769 Community Dev Admin 7,992.06 $ AVID Hotel. Project is still active. *Not appropriated expenditure (is a liability) 4050-22416-CEQA 20240488 Community Dev Admin 2,666.38 Vitapakt Phase II CEQA $ 10,658.44
4600- Parks & Recreation CIP 4600-40-2250-0000-51005- 20240848 Community Dev Admin 10,110.00 $ Royal Oak - Civic Engagement Active SGV 4600-30-3400-0000-55200-P2403 20240967 Engineering 55,710.00 Cons Mgmt & Insp Svcs - Hollenbeck Park Urban Greening Revitalizatio 4600-30-3400-0000-55200-P2403 20240844 Engineering 1,308,875.19 Hollenbeck Park Urban Greening Revitalization Project $ 1,374,695.19
6010- Water Utility 6010-50-5000-0000-51005- 20240263 Streets 12,000.00 $ Water Quality Audit 6010-50-5060-0000-52425- 20240472 Streets 24,998.36 Rehabilitation of Pump for Roycove $ 36,998.36
6011- Water CIP 6011-50-5080-0000-55410-W2401 20240691 Engineering 950,214.00 $ Covina Heights Water Improvement Project 6011-50-5080-0000-55410-W2401 20240338 Engineering 10,778.25 Covina Heights Water Main Replacement Project - Design 6011-50-5080-0000-55410-W2304 20240616 Engineering 17,032.00 Hurst Ave Water Line Replacement Project - Design 6011-50-5080-0000-55410-W2402 20240386 Engineering 25,080.00 Inspection Services - Badillo / Azuza Ave Water Main 6011-50-5080-0000-55410-W2401 20240901 Engineering 24,640.00 Inspection - Covina Heights Water Main Replacement Project 6011-50-5080-0000-55410-W2402 20240385 Engineering 299,899.05 Badillo St/Azusa Ave Water Main Replacement Project $ 1,327,643.30
6300- Sewer Utility 6300-57-2700-0000-52420- 20240927 Engineering 7,425.00 $ Sewer Manhole Sidewalk Upgrades $ 7,425.00
6400-30-3800-0000-51005- 20240847 Community Dev Admin 912.58 Theater Restaurant Consulting $ 912.58
7010- Central Equipment Operations 7010-60-6010-0000-55550- 20230663 Streets 27,663.46 $ Vehicle Upfitting for PD 7010-60-6010-0000-55550- 20240965 Police Administration 160,000.00 Retrofit for Police Department Vehicles 7010-60-6010-0000-55550- 20240474 Cent Yard Equip Admin 153,219.51 3 Police Department Vehicles $ 340,882.97
City of Covina
Schedule of Encumbrance and Continuing Appropriation Carryovers From FY 2023-24 to FY 2024-25
EncumbrancesFund Account Number PO# Department Requested Amount Description7020- Building Maintenance 7020-61-6100-0000-55100- 20240874 Streets 5,390.00 $ Gym Flooring - Parks 7020-61-6100-0000-55100- 20240992 Engineering 20,929.98 Carpet Replacement - In Progress 7020-61-6100-0000-55100- 20241012 Engineering 23,315.65 Cubicle/Desk Replacement - In Progress7020-61-6100-0000-52400- 20241025 IT Administration 3,300.00 Public Works Servers & Cameras Project7020-61-6100-0000-55100-F2301 20240769 Engineering 193,184.47 PD Locker Room Renovation Project7020-61-6100-0000-55100-F2301 20240843 Engineering 232,866.00 PD Locker Room Renovation Project7020-61-6100-0000-52400- 20240828 Engineering 43,673.15 Covina Park- Training Pool, Pool Heater Replacemet7020-61-6100-0000-52400- 20240939 Engineering 164,993.00 PW Yard Roof Repairs - In Progress $ 687,652.25
7200- Information Technology 7200-62-6200-0000-51795- 20240997 IT Administration 1,350.00 $ ES New Server Integration Project 7200-62-6200-0000-55700- 20240641 IT Administration 23,722.11 Microsoft 365 Migration 7200-62-6200-0000-51005- 20230049 IT Administration 9,575.00 Ongoing Server Replacement 7200-62-6200-0000-55700- 20240951 IT Administration 45,000.00 Microsoft 365 Migration $ 79,647.11
7370- Public Liability 7370-00-0870-0000-51200- 20240719 Community Dev Admin 2,477.50 $ Ongoing Litigation $ 2,477.50
Total Encumbrance Carryover 6,583,227.51 $
City of Covina
Schedule of Encumbrance and Continuing Appropriation Carryovers From FY 2023-24 to FY 2024-25
AppropriationsFund Account Number
Requested
Amount Description
1010- General Fund
10104000-51005-COWRK 21,797.75 $ Consulting Fees COWRK. 10104010-55100 56,043.32 Buildings & Structures. This is earmarked for CRV Mural 10102250-59140 24,900.00 Transfer Out - Local Match for Grant 1010CP20-50030 42,679.00 AB109 Youth10104000-55010 5,110,000.00 KIA Land Purchase10104750-53788 200,000.00 Business Assistance Job Creation Program 10104750-53787 61,980.02 Business Capital Improvement
General Fund Expenditure Total $ 5,517,400.09
2100- Community Development Block Grant
21004750-42050-23620 10,000.00 $ Microenterprise Co-Work Program Community Development Block Grant Revenue Total $ 10,000.00 21004750-53750-23620 10,000.00 $ Microenterprise Co-Work Program Community Development Block Grant Expenditure Total $ 10,000.00 2120- Permanent Local Housing Allocation
21204700-42290 1,445,313.00 $ Grant Awards PLHA
Permanent Local Housing Allocation Revenue Total $ 1,445,313.00 21204700-53750 1,445,313.00 $ Grant Awards PLHA
Permanent Local Housing Allocation Expenditure Total $ 1,445,313.00 2230- Other State Grants
22304100-42190-SOLAR 60,000.00 $ Reimbursement (CEC)
Other State Grant Revenue Total $ 60,000.00
22304100-50010-SOLAR 44,958.75 $ Staff Time- SOLAR Project22304100-51005-SOLAR 3,000.00 Consulting Fees COWRK22304100-53990-SOLAR 5,000.00 Other (Outreach) SOLAR22301130-54990-OWMHG 13,909.17 Officer Health/Wellness Grant Other State Grant Expenditure Total $ 66,867.92
City of Covina
Schedule of Encumbrance and Continuing Appropriation Carryovers From FY 2023-24 to FY 2024-25
AppropriationsFund Account Number
Requested
Amount Description
2246- Supplemental Law
22461130-54420 8,456.27 $ Tactical equipment
Supplemental Law Expenditure Total $ 8,456.27
2270- Other Federal Grants
22704000-42090 113,100.00 $ Micro Transit Program
Other Federal Grant Revenue Total $ 113,100.00
22704000-55550 113,100.00 $ Motor Vehicles Micro Transit Program Other Federal Grant Expenditure Total $ 113,100.00
2278- Homeland Security Grant
22781130-42035-SHP22 45,577.00 $ State Homeland Security Grant Homeland Security Grant Revenue Total $ 45,577.00
22781130-55700-SHP22 45,577.00 $ State Homeland Security Grant Homeland Security Grant Expenditure Total $ 45,577.00
2285- COPS Grant
22851130-42030 250,000.00 $ COPS 23 Grant
COPS Grant Revenue Total $ 250,000.00
22851130-50010 250,000.00 $ COPS 23 Grant
COPS Grant Expenditure Total $ 250,000.00
2300- State Gas Tax
23002200-55310 $ 276,718.00 Covina Heights Water Main Replacement & Paving Project Gas Tax Expenditure Total $ 276,718.00
2310- Road Maintenance & Rehab
23102200-55310 $ 1,268,519.00 Barranca Avenue Street Resurfacing Project 23102200-55310 262,159.00 Cienega Avenue Resurfacing Project Road Maintenance & Rehab Expenditure Total $ 1,530,678.00 2400- Prop A
24004300-55310 84,956.39 $ Glendora/Grand Sustainable Multimodal Improvement Project 2400TO01-55100 500,000.00 Quiet Zone Implementation Project Prop A Expenditure Total $ 584,956.39
City of Covina
Schedule of Encumbrance and Continuing Appropriation Carryovers From FY 2023-24 to FY 2024-25
AppropriationsFund Account Number
Requested
Amount Description
2405- Prop C
24052200-55310 500,000.00 $ Sunflower Avenue Street Rehabilitation Project 24052200-55310-P2311 139,796.81 Barranca Avenue Street Resurfacing Project24052200-55340-P2408 47,320.00 Traffic Signal Improvement Project, San Bernardio Rd/Grand Ave & Cypress Ave/Citru Prop C Expenditure Total $ 687,116.81
2410- Measure R
24102200-55310 841,698.00 $ Covina Heights Water Main Replacement & Paving Project Measure R Expenditure Total $ 841,698.00
2420- Measure M
24204300-48431 1,000,000.00 $ Glendora/Grand Sustainable Multimodal Improvement Project Measure M Revenue Total $ 1,000,000.00
24202200-55310 237,841.00 $ Cienega Avenue Resurfacing Project24202200-55310-P2008 31,806.15 Traffic Calming Improvements Project Measure M Expenditure Total $ 269,647.15
2510- Measure W
25105600-55320 100,000.00 $ Barranca Avenue Street Resurfacing Project25105600-55320 100,000.00 Cienega Avenue Resurfacing Project25105600-55200-P2202 300,000.00 Covina Recreation Village Project25105600-55330-WM211 14,449,129.90 Wingate Park Regional EWMP Project Measure W Expenditure Total $ 14,949,129.90
2800- Literacy Grant 28003900-50015 5,000.00 $ PT Salaries Literacy Grant 28003900-54100 2,000.00 Book Funds Literacy Grant
Literacy Grant Expenditure Total $ 7,000.00
2810-Equipment Reserve Fund 28103900-54030 2,600.00 $ Broadband Reimbursement Program Equipment Reserve Expenditure Total $ 2,600.00
2830- Other Library Grant 28303900-54100 6,759.67 $ Rec & Read Grant funds for Books 28303900-54350 7,954.18 Rec & Read Grant funds for Recreational Supplies28303900-55550 4,172.17 Rec & Read Grant funds for Vehicle Customization Other Library Grant Expenditure Total $ 18,886.02
2927- Police Explorer Donations
29271110-53100 1,500.00 $ Explorer Program Dues
29271110-54430 1,397.28 Explorer Program Equipment
Police Explorer Donations Expenditures Total $ 2,897.28
City of Covina
Schedule of Encumbrance and Continuing Appropriation Carryovers From FY 2023-24 to FY 2024-25
AppropriationsFund Account Number
Requested
Amount Description
2990- ARPA
29901130 51795 3,001.71 $ Software29901130 55700 19,707.79 Computer Hardware29905080-55410-W2402 5,795.00 Badillo St/Azusa Avenue Water Main Replacement Project ARPA Expenditure Total $ 28,504.50
4010- General CIP
40104000-49110-COWRK $ 436,893.30 Cowork Incubator space General CIP Revenue Total $ 436,893.30
4010- General CIP
40104000-55100-COWRK $ 436,893.30 Cowork Incubator space General CIP Expenditure Total $ 436,893.30
4200- Public Works CIP
42002200-48990-P2405 260,241.80 $ Street Residential Resurfacing Project Public Works CIP Revenue Total $ 260,241.80
42002200-55310-P2405 260,241.80 $ Street Residential Resurfacing Project Public Works CIP Expenditure Total $ 260,241.80
4300- Transportation CIP
43002200-42222-P2010 72,261.53 $ Citrus Avenue Rehabilitation Project43002200-42090 3,500,000.00 Metrolink Pedestiran Bridge Project Transportiation CIP Revenue Total $ 3,572,261.53
43002200-55310 3,500,000.00 $ Metrolink Pedestiran Bridge Project Transportiation CIP Expenditure Total $ 3,500,000.00
City of Covina
Schedule of Encumbrance and Continuing Appropriation Carryovers From FY 2023-24 to FY 2024-25
AppropriationsFund Account Number
Requested
Amount Description
4600- Parks CIP
46002250-42190 175,310.00 $ Reimbursement account for Royal Oak CalFIRE Grant Funded Project (CalFIRE) 46002250-42990 25,000.00 Reimbursement Account for Royal Oak CalFIRE Grant Funded Project (COUSD) 46002250-49110 24,900.00 Transfer In - Park Impact Fund (Covina) for Royal Oak CalFIRE Grant Funded Project 46003400-42240-P2101 40,000.00 Covina Park Walking/Bike Trail46003400-42240-P2103 125,000.00 Cougar Park Improvement Project 46003400-49110-P2202 329,806.48 Covina Recreation Village Project46003400-42600-P2403 1,955,179.99 Hollenbeck Park Urban Greening Revitalization Project 460039CM-49110-P2202 2,688,510.00 Covina Recreation Village Project 460039ST-42190-P2202 5,377,020.00 Covina Recreation Village Project4600CNRG-42177-P2202 2,500,000.00 Covina Recreation Village Project4600OMNI-42090-P2202 3,000,000.00 Covina Recreation Village Project4600PR68-42177-P2202 4,845,299.00 Covina Recreation Village Project4600PR68-42177-P2303 200,000.00 Cougar Park Parking Lot Improvement Project Parks CIP Revenue Total $ 21,286,025.47
46002250-51005 205,269.00 $ Royal Oak CalFIRE Grant Funded Project 46003400-55100-P2202 315,436.48 Covina Recreation Village Project46003400-55200-P2403 235,340.00 Hollenbeck Park Urban Greening Revitalization Project460039CM-55100-P2202 2,688,510.00 Covina Recreation Village Project460039ST-55100-P2202 5,377,020.00 Covina Recreation Village Project4600CNRG-55100-P2202 2,500,000.00 Covina Recreation Village Project4600OMNI-55100-P2202 3,000,000.00 Covina Recreation Village Project46003400-55200-P2202 14,370.00 Covina Recreation Village Project4600PR68-55100-P2202 4,816,111.00 Covina Recreation Village Project Parks CIP Expenditure Total $ 19,152,056.48
4704- Impact Fees - Park Facilities Admin
47043400-51005 39,000.00 $ Covina Park Master Plan Update Impact Fees - Park Facilities Admin Expenditure Total $ 39,000.00 4707- Stormwater CFD
47075600-51005 6,796.04 $ Stormwater CFD - Consulting Fees Stormwater CFD Expenditure Total $ 6,796.04
6011- Water Capital
60115080-55410-W2304 50,440.00 $ Hurst Tract Water Main Replacement Project 60115080-55410-W2401 681,888.71 Covina Heights Water Main Replacement & Paving Project 60115080-55410-W2402 749.57 Badillo St/Azusa Avenue Water Main Replacement Project Water Capital Expenditure Total $ 733,078.28
City of Covina
Schedule of Encumbrance and Continuing Appropriation Carryovers From FY 2023-24 to FY 2024-25
AppropriationsFund Account Number
Requested
Amount Description
6200- Environmental
62005540-55310-P2013 56,505.86 $ Street Sweeping Sign Pilot Project - Phase II Environmental Expenditure Total $ 56,505.86
6300- Sewer Utility
63002700-55310 100,000.00 $ Cienega Avenue Resurfacing Project 63002700-55350 200,000.00 Covina Heights Water Main Replacement & Paving Project 63002700-55350 100,000.00 Sewer Main Replacement Project 63002700-55350-S2401 750,000.00 CCTV Inspection Project Sanitary Sewer Expenditure Total $ 1,150,000.00
6400- Covina Theater
64003800-55100 380,857.11 $ Covina Theater Improvement Project Covina Theater Expenditure Total $ 380,857.11
7010- Central Equipment Operations
70106010-55550 64,020.73 $ PD Vehicle Purchase Unit P16 Central Equipment Operations Expenditure Total $ 64,020.73 7020- Building Maintenance
70206100-49110 $ PD Locker 429,507.36 Room Renovation
Building Maintenance Revenue Total $ 429,507.36
70206100-55100-F2301 2,192.22 $ PD Locker Room Renovation Project70206100-55100-F2403 1,264.67 Police Department Flooring Building Maintenance Expenditure Total $ 3,456.89
7200- Information Technology
72006200-55700 70,000.00 $ M365, Licensing, VMWare Licensing/Migration 7200IT10-55700 17,868.85 Computer Hardware/MDC printer/citation handheld devices Information Technology Expenditure Total $ 87,868.85
Total Revenues Carryover $ 28,908,919.46
Total Expenditures Carryover 52,527,321.67
Total Encumbrance Carryover 6,583,227.51
Total Expenditure Encumbrance and Continuing Appropriation Carryover 59,110,549.18
City of Covina Successor Agency
Continuing Appropriation Carryover
From FY 2023-24 to FY 2024-25
Appropriations
Fund Account Number
Requested
Amount Description
S531- SACRA Land Proceeds
S5314450-53990 $ 5,110,000.00 KIA Proceeds to County
SACRA Land Proceeds Expenditure Total $ 5,110,000.00
Total Continuing Appropriation Carryover 5,110,000.00
1 Exhibit A
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 13
Meeting: September 17, 2024
Title: Request to Cancel the Regular City Council Meeting of October 1, 2024 Presented by: Chris Marcarello, City Manager
Recommendation: That the City Council consider cancelling the regular scheduled City Council Meeting of October 1, 2024.
DISCUSSION:
The City Council has legal authority to establish meeting dates and times and to cancel or reschedule such meetings with proper and timely public notice. On the evening of October 1, 2024, the Police Department will be hosting its National Night Out event with the community. As such, it is recommended that the City Council consider cancelling its regularly scheduled meeting on October 1, 2024, and direct the City Clerk’s Office to post the required notice of cancellation.
FISCAL IMPACT:
None.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
Respectfully submitted,
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 14
Meeting: September 17, 2024
Title: Confirm and Approve City Council’s Appointments to the Parks & Recreation Commission and Finance Advisory Commission
Presented by: Chris Marcarello, City Manager
Fabian Velez, Chief Deputy City Clerk
Recommendation: Approve the City Council’s appointments to the Parks & Recreation Commission and Finance Advisory Commission.
EXECUTIVE SUMMARY/ BACKGROUND:
Public involvement is crucial to the City’s decision-making process, and appointed advisory bodies are an important and valued part of City government. There are particular areas of decision-making which benefit from the advice and counsel of qualified residents. By advising the City Council and staff, bringing new ideas to the table, and representing all of the diverse elements of our community, advisory bodies assist the City Council in making the best, most informed decisions possible, for the benefit of the entire Covina community. The Covina Municipal Code provides for the establishment of advisory bodies including commissions, committees, and boards to advise the City Council and provide ongoing citizen input into policies and issues affecting the Covina community.
DISCUSSION:
Appointed members of boards and commissions serve at the pleasure of the City Council, pursuant to Government Code Section 36506. The City Council shall have the authority to appoint, reappoint, and/or make changes to existing positions.
The following actions are being considered for approval:
Reappointment of Lynda Noriega to the Finance Advisory Commission for a 4-year term ending June 30, 2028.
Reappointment of Denaee Amaya to the Parks & Recreation Commission for a 4-year term ending June 30, 2028.
FISCAL IMPACT:
None.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
Respectfully submitted,
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 15
Meeting: September 17, 2024
Title: Recognition of Congresswoman Grace F. Napolitano Recommendation: That the City Council will consider approving a resolution recognizing Congresswoman Grace F. Napolitano.
EXECUTIVE SUMMARY:
The City Council will consider approving a resolution recognizing Congresswoman Grace F. Napolitano for her decades of service to the Covina community and residents in the 31st District of California.
FISCAL IMPACT:
None.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
ATTACHMENT A
RESOLUTION CC 2024-86
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA,
CALIFORNIA, HONORING THE RETIREMENT OF
CONGRESSWOMAN GRACE F. NAPOLITANO
WHEREAS, The Honorable Congresswoman Grace F. Napolitano, began her political career in 1986 as a member of the Norwalk City Council, serving until 1992, when she was elected to the California Assembly, and has honorably served as a distinguished Member of the House of Representatives in the United States Congress since 1998, representing the people of Los Angeles County; and
WHEREAS, Congresswoman Napolitano, was the highest-ranking California member and Hispanic member of the U.S. House Committee on Transportation and Infrastructure where she served as Ranking Member on the Subcommittee on Water Resources and Environment, which oversees EPA’s Clean Water Act and U.S. Corps of Engineers water programs; and WHEREAS, Congresswoman Napolitano, has honorably served the 31st District of California throughout her 26 years in Congress and has earned the reputation and respect of her colleagues and the public she served for being a hard worker and a policy champion for veterans and families, mental health, water, environmental protection, immigration, international trade and economic expansion, and women’s issues.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council hereby acknowledges and honors Congresswoman Grace F. Napolitano for her 28 years of distinguished public service as a Norwalk City Councilmember, California State Assemblymember and Member of the House of Representatives in the United States Congress.
SECTION 2. The City Council commemorates the legacy that Congresswoman Grace F.
Napolitano leaves in California politics as a leader and advocate for water, transportation, mental health, veterans and women’s issues.
SECTION 3. The City Council hereby expresses its gratitude and esteem for Congresswoman Grace F. Napolitano and wishes her good health and a fulfilling retirement from the United States House of Representatives.
APPROVED and PASSED this 17th day of September, 2024
City of Covina, California
BY:
JOHN C. KING, Mayor
ATTACHMENT A
ATTEST:
FABAIN VELEZ, Chief Deputy City Clerk
CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2024-86 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 17th day of September, 2024, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Dated:
FABIAN VELEZ, Chief Deputy City Clerk
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. NB 1
Meeting: September 17, 2024
Title: Covina Irrigating Company – Board of Directors Nominee Selection Process Presented by: Chris Marcarello, City Manager
Recommendation: 1. Nominate Covina Irrigating Company Board of Directors to Represent the City of Covina; and
2. Designate the City Manager or his appointee to represent the City at the Annual Shareholder’s meeting on Thursday, October 24, 2024.
BACKGROUND:
The City of Covina owns 4,219 shares of the Covina Irrigating Company (CIC) stock and the total shares of CIC amount to 10, 000 shares. As a shareholder, the City derives the majority of its water from the CIC and as a major shareholder of CIC stock, the City may nominate and hold four seats on the CIC Board of Directors. Each year, CIC holds an annual meeting of shareholders to select its Board; this year the meeting will be held on October 24, 2024. At that meeting or by proxy vote beforehand the City needs to vote its shares for the nine (9) directors' seats.
The 2023-24 Board of Directors are currently comprised of four (4) Directors nominated by the City: Jorge Marquez, Lynda Noriega, Kevin Stapleton, and Michael Touhey. The remaining five (5) Directors are comprised of Andrew McIntyre, William McIntyre Jr., Steven Renders, Michael Quinn and Richard Rich.
DISCUSSION:
The next annual meeting of shareholders to elect Directors to the CIC Board is slated for October 24, 2024, at 12:
00 PM and will be held at the CIC offices. Prior to the annual meeting CIC staff asks the City if there will be any changes to their respective Directors so CIC can send out a correct version of the proxy document for printing, mailing, and voting.
The City Council has the authority to appoint individuals to a board or commission. Appointed members of boards and commissions serve at the pleasure of the City Council, pursuant to Government Code Section 36506. As such, there are several options for the City Council to consider:
1. Keep the existing City representatives on the CIC board.
2. Solicit applications from interested parties (including existing Directors) for the CIC Board of Directors.
Applications must be submitted to the City Clerk's Office and provided to the City Council for consideration of an appointment.
3. City Council reviews applications and nominates Directors at its regular City Council on October 15, 2024 so the approved nominations may be transmitted to CIC staff and they may, in turn, produce materials necessary to conduct their election process.
As it relates to the election process, the City may vote for Directors in two ways; either by (1) submittal of a proxy ballot in advance of the meeting or (2) designating the City Manager or his appointee to represent the City at the Annual Shareholders meeting on October 24, 2023. The staff at CIC recommends that the proxy slips be
completed and returned prior to the shareholders meeting even if its representative intends to attend the meeting.
This is to ensure the presence of a quorum and, in the event that the City' s designated representative is unable to attend the actual meeting, the City' shares would be voted in the manner that the Council intends.
FISCAL IMPACT:
There is no fiscal impact in voting City’s shares for the CIC Board of Directors.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
Respectfully submitted,
Articles of Incorporation
AND -
BY- LAWS
Most recently amended to August 12, 2015)
of the
Covina Irrigating Company
Formerly known as Azusa Water Development
and Irrigation Company)
AND THE
Compromise Agreement
Signed January 26, 1889
Recorded November 2, 1889,
Book 607, Pg. 138 Deeds
Los Angeles County
1
Restated
Articles of Incorporation
of -
Covina Irrigating Company
First: The name of this Corporation shall be COVINA IRRIGATING COMPANY ( formerly known as Azusa Water Development and Irrigation Company):
Second: The Corporation' s only purpose shall be to develop, distribute, supply or deliver water for irrigation and domestic uses to or for the benefit of its shareholders, at cost plus necessary expenses, in proportion to the number of shares of stock held by them respectively.
In carrying out said purpose; it shall have no obligation to construct any delivery facilities nor to deliver any water, for whatever purpose, to share holders or their designees, outside the area or territory described as follows, to wit:
BEGINNING at a point on the main " Covina Cement Ditch" at the intersection of said " Covina Ditch" with North Citrus Avenue or the extension thereof, thence following the line of said " Covina Ditch," in a southeasterly direction to its intersection with Dawson Avenue; thence east along the center line of Dawson Avenue to the center line of Glendora Avenue in Rancho Addition to San Jose; thence south following the center line of Glendora Avenue to the center line of Gladstone Avenue; thence west on the centerline of Gladstone Avenue to its intersection with the said " Covina Ditch"; thence along said " Covina Ditch" in a southeasterly direction to its intersection with the Covina San Jose pipe line just south of Juanita Avenue; thence southeasterly following the Covina San Jose pipe line to its intersection with the center line of Banna Street; thence southerly along the center line of Banna Street to the northerly line of Lot 3, Block 3, Hollenbeck Ranch Partition; thence easterly along said northerly line of Lot 3, Block 3, to the easterly line of said lot; thence southerly along said easterly line of said Lot 3, Block 3, to the center ofBadillo Avenue; thence easterly following the center fine of Badillo Avenue to the east line of Lot 7, Block 2, of the Hollenbeck Ranch Partition Tract, in the Rancho La Puente; thence southerly along said easterly line of Lot 7, Block 2, to the southeast comer of said Lot 7 thence 20 feet west from the southeast comer of Lot 7, Block 2, to the southeast comer of said Lot 7; thence 20 feet west from the southeast comer of Lot 7, Block 2; thence south 310 20' West, 250. 39 feet; thence following the eastern boundary line of the " Masonic Homes for Children" properties on a curve concave to the south 332. 7 feet; thence on a curve concave to the west 66. 98 feet; thence south 74. 2 feet to the north line of Puente Street; thence south across Puente Street to the northeasterly comer of Lot 4, Block 1, Shouse and Chapman Tract, Rancho La Puente; thence southerly along the easterly line of said Lot 4, Block 1, Shouse and Chapman Tract to its intersection with the northeast boundary line of Lots 3 and 5 of the Chaffey Tract; thence following along said northeasterly boundary of the Chaffey Tract to the point farthest east in said Lot 5 of the said Chaffey Tract; thence in a southerly and southwesterly direction following the easterly boundary line of said Lot 5 of the said Chaffey Tract to its intersection with the center line of a road known as the " Pomona and Covina Road", also known as Covina Hills Road; thence northwesterly and westerly along the center line of said " Pomona and Covina Road" to its intersection with the east line, or the northerly prolongation thereof, of Lot 21, McCarthy Co.' s subdivision of Block 1, Hollenbeck Tract, in the Rancho La Puente; thence south along said easterly line of Lot 21 to its intersection with the southerly line of said Lot 2 1; thence westerly along said southerly line of said Lots 21, 20, 19, 18, Block 1, McCarthy Co.' s subdivision and the southerly line of Lot 8, Block 25, Phillips Tract, Rancho La Puente, to its intersection with the easterly line of Lot 11 of Tract No. 2371; thence southerly along said east line of Lot 11 and Lot 12, Tract No. 23 7 1, to its intersection with the center line of Virginia Avenue; thence Westerly and Northwesterly along the center line of Virginia Avenue until it intersects with Barranca Avenue; thence northerly along the center line ofBarranca Avenue 2
to its intersection with Walnut Creek Wash; thence along and following the center line of the stream bed of the said Walnut Creek Wash in a southwesterly direction until said Walnut Creek Wash intersects with the center line of Glendora Avenue, Rancho La Puente; thence along the center line of Glendora Avenue in a northeasterly direction to its intersection with the center line of Arroyo Avenue, also known as the San Bernardino Freeway; thence northerly across Arroyo Avenue to the southwest comer of Block 30, Phillips Tract; thence northerly following the westerly boundary lines, or prolongation thereof, of Lot 7 and Lot 2, Block 30; Lot 7 and Lot 2, Block 19; Lot 7 and Lot 2, Block 18; Lot 7 and Lot 1, Block 7; and Lot 1, Block 6, all of the Phillips Tract, Rancho La Puente, to their intersection with Covina Boulevard, sometimes known as San Bernardino Road; thence easterly following the center line of San Bernardino Road to its intersection with the center line of Azusa Avenue; thence along the center line of Azusa Avenue in a northerly direction to its intersection with the south line of the branch line of the Southern Pacific Railroad tracks; thence along said southerly line of the said Southern Pacific Railroad tracks in an easterly direction until it intersects with the southerly prolongation of the westerly line of the N. E. 1/ 2 of the W. 1/ 2 of the southeast 1/ 4 of the southeast 1/ 4 of Sec. 11, Township I South, Range 10 West; thence along said westerly line in a northerly direction to its intersection with the center line of Cypress Avenue; thence along the center line of Cypress Avenue in a westerly direction to its intersection with Azusa Avenue; thence northerly along the center line of Azusa Avenue until it would intersect with the easterly prolongation of the southerly line of the northeast 1/ 4 of the southeast 1/ 4 of Section 10; thence following the southerly and westerly boundary lines of the said northeast 1/ 4 of the southeast 1/ 4 of Section 10 to the northwest comer of said property; thence along the northerly line of said property and its prolongation in an easterly direction until it intersects with the center of Citrus Avenue at Section Center Avenue, now known as New Covina Boulevard, thence north along the center line of Citrus Avenue to the center line of Bonita Avenue, also known as Arrow Highway; thence along the center line of Bonita Avenue to the center line of Cerritos Avenue; thence northerly along the center line of Cerritos Avenue to the northwest comer of the west 1/ 2 of the southwest 1/ 4 of the southwest 1/ 4 of Section 2, Township I South, Range 10 West, S. B.. & M.; thence easterly along said north line of the said property to the southwest corner of the northeast 1/ 4 of the southwest 1/ 4 of the southeast 1/ 4 of said Section 2; thence north along said westerly boundary line of said property to the northwest corner of said property; thence east along the north line of said property and its prolongation to an intersection with the center line of Citrus Avenue; thence south along the center line of Citrus Avenue to the center line of Bonita Avenue; thence east along the center fine of Bonita Avenue to its intersection with Ben Lomond Avenue and the main " Azusa Ditch"; thence following the said " Azusa Ditch" in a northerly and northwesterly direction until it intersects with the center line of Citrus Avenue; thence north along the center line of Citrus Avenue to the said " Covina Ditch," the point of beginning; all in the County of Los Angeles, State of California; and said company shall not be required to furnish water to any stockholder from any of its ditches, pipe lines or conduits outside of the said area; PROVIDED, that wheresoever any stockholder shall have heretofore been receiving and using water from this Company upon lands outside of said area, such stock may continue to receive and use such water on the same lands in the future.
The boundaries of and the property to be included within said area may be changed at any annual shareholders' meeting or special shareholders' meeting called for that purpose.
Third: Unless and until changed by the By -Laws, as hereinafter provided, the number of directors shall be Nine ( 9); and authority is hereby conferred upon and reserved to the shareholders to adopt, repeal and amend the By -Laws, wherein and whereby the number of directors of the Corporation at any time shall be as fixed and provided in the By -Laws then in force, and such number may be changed from time to time by a By -Law adopted by the shareholders as other By -Laws are adopted. 3
Fourth: The corporation is authorized to issue 10, 000 shares of capital stock, all of one class, of the par value of $40. 00, to be designated " Common Stock."
Fifth: The Board of Directors may, in its discretion, levy and collect assessments upon all issued shares of the corporation. Such assessments shall be a lien upon the shares assessed from the time of the levy. The levies of assessments and assessments shall be in conformity with Corporations Code Section 423. In the event of non- payment of any assessment, the Corporation may sell or forfeit the shares against which the assessment was levied, in the manner now, or as may be hereafter provided by the laws of the State of California. The Board of Directors may levy and collect from the shareholders water tolls and charges, and withhold delivery of water while any such tolls or charges are delinquent; and make such tolls and charges a lien against the shares; and withhold transfer of any shares while subject to the lien of any unpaid tolls, assessments or charges. The Board of Directors may adopt, repeal, modify, from time to time change, and enforce all rules and regulations which it may deem advisable for carrying out any and/ or all of the foregoing purposes and powers, including the right to provide and determine when, where and in what manner delivery of water is to be made, and also the right to provide for and enforce the imposition of penalties for violation of such rules and regulations, as well as to discontinue the delivery of water for such violation or for failure to pay any charges, tolls or assessments.
The foregoing purposes and powers are subject to the express limitation and condition that the Corporation shall carry on its business without the distribution of any gains, profits or dividends to its shareholders except upon dissolution.
Sixth: Notwithstanding any other provisions in these Articles, fifty percent ( 50%) of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders.
By -Laws
4
Of
Covina Irrigating Company
ARTICLE I
California General Corporation Law Applicable
The term " General Corporation Law" is used in these By -Laws with the same meaning as defined in Section 100 of the Corporations Code of the State of California; and words, phrases and terms are used in these By -Laws with the same meaning as used or defined in the General Corporation Law.
ARTICLE II
By -Law Amendments
These By -Laws may be repealed or amended or new By -Laws adopted by ( a) the vote of a majority of a quorum of shareholders, represented in person or by proxy, at a shareholders' meeting, at which such meeting fifty percent ( 50%) of the issued shares of the Company shall constitute a quorum, or, (b) the
written assent of shareholders entitled to exercise a majority of the voting power, filed with the Secretary; or ( c) by a two-hirds (2/ 3) vote of the Board of Directors.
2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders to adopt, amend or repeal Bylaws as provided in Section 1 of this Article II, Bylaws, other than a Bylaws amendement changing the authorized number of directors, may be adopted, amended or repealed by the board of directors.
ARTICLE III
Meetings of Shareholders
Section 1. Provisions of the General Corporation Law Applicable. Except in those particulars and to the extent hereinafter expressly provided for, all of the provisions ( whether mandatory or permissive) of the General Corporation Law of the State of California, as now or hereafter existing, are approved, adopted, and made applicable to the Company; and whenever no express provision is contained herein with respect to any matter authorized to be regulated, fixed, or established by or in the By -Laws, it is intended to adopt and approve the statutory provisions pertaining thereto and regulating or providing for the same.
Section 2. Annual Meeting. A meeting of shareholders to be known as the " annual meeting," shall be held each year on a day and time to be determined by board action. The vote of a majority of the shares represented at the meeting, in person or by proxy, shall be the act of the shareholders. 1 Section 3. Special Meetings. Special meetings of the shareholders, for any purpose whatever, may be held at any time upon call, which shall be made by the Chairman, or by the Board of Directors, by resolution adopted by majority vote, or by the written assent of a majority of all the acting directors filed with the Secretary, or by one or more shareholders holding not less than one - tenth of the voting power of the Company.
Section 4. Place of Meetings. Unless some other place shall be appointed in any instance or instances, as hereinafter provided, meetings of shareholders, both annual and special, shall be held at the principal office of the Company.
5
Authority is hereby conferred upon the Board of Directors, by resolution adopted by majority vote of all its members, or by written assent of a majority of such members, filed with the Secretary, to fix or designate and from time to time change) the place for any shareholders' meeting, or meetings, one, or more, or all, whether annual or special. Any place so designated shall be within the County where the principal office is situated, and in such instance said meeting, or meetings, shall be held at the place so fixed or designated.
Section 5. Notice of Meeting. Written notice of each meeting of shareholders, whether annual or special, shall be given to each shareholder entitled to notice, not more than sixty ( 60) days, nor less than ten ( 10) days, before the meeting, in any of the following ways:
First: By delivering such notice personally; or,
Second: By mailing such notice, charges prepaid, addressed to such shareholder at his address appearing on the books of the Company. If no address appears on the books of the Company, then the notice shall be addressed to the shareholder at the place where the principal office of the Company is situated.
Section 6. Form of Notice and Statement of Purpose. Notice of the meeting shall specify the place, the day and the hour of the meeting, In the case of special meetings, the general nature of the business to be transacted shall be stated in the notice, but in the case of the annual meeting need not be stated; provided, however, the provisions of Section 601 of the Corporations Code requiring notice to the shareholders of special proposals to be submitted at a meeting, whether annual or special, shall always be observed.
Section 7. Shareholders Entitled to Notice. All notices of any meeting shall be mailed on the same day and at the same time. Where notice of any shareholders' meeting is to be mailed, notice shall be given to those who appear from the stock records as record holders at 12 o' clock, Noon, on the day immediately preceding the day of mailing; and 12 o' clock Noon on the day immediately preceding the day of mailing is the record date and time for the determination of shareholders entitled to notice of the meeting.
Section 8. Proxies. Every shareholder entitled to vote or execute consents or assents shall have the right to do so either in person by an agent or agents authorized by written proxy executed by the shareholder, or by the duly authorized agent of such shareholder, filed with the Secretary of the Company on or before the date of the meeting for which such proxy is being submitted. Proxy blanks shall be sent to each shareholder along with notice of meeting. All proxies which appoint the Secretary or Assistant Secretary of the Company as the holder thereof shall be used for quorum purposes only, unless the maker of such proxy shall in writing instruct otherwise; in which event it shall be voted by the Secretary or Assistant Secretary in accordance with such written instructions, and this provision as to the Secretary voting proxies shall be noted on the blank proxies sent to the shareholders.
Section 9. Shareholders Entitled to Vote. 12 o' clock Noon on the day next preceding the day first appointed for a shareholders' meeting is hereby fixed as the time for the close of the stock books and the determination of those entitled to vote at the meeting, and, subject to the provisions of law, only persons in whose names and the shares stand on the stock records of the Company, at the close of. stock books, as aforesaid, shall be entitled to vote at that meeting, or any adjournment thereof.
No transfer of shares shall be made on the stock records of the Company during the period elapsing between said close of stock books and adjournment of the meeting on the day first appointed therefor. If a 6
meeting be adjourned to a subsequent date, the stock books shall open upon adjournment so as to permit transfer, but not so as to affect the right of voting, determined as above provided.
Section 10. Business to Be Transacted. At the annual meeting, directors to the number authorized shall be elected, reports of the affairs of the company shall be considered, and any other business may be transacted which is within the powers of the shareholders, including the amendment, repeal and adoption ofBy -Laws, the approval and ratification of amendments of the Articles of Incorporation, and action upon or with respect to any or all questions and matters requiring the vote, consent or approval of the shareholders, or with respect to which the shareholders are permitted to act, subject, however, to the provisions of Section 601 of the Corporations Code, requiring notice to the shareholders of special proposals. At a special meeting, any business may be transacted of the general nature specified in the notice thereof, but not otherwise.
Section 11. Manner of Voting at Shareholders' Meetings. At meetings of shareholders, all questions, other than an election of directors, or except as otherwise expressly provided by statute, or by these By -Laws, shall be determined by majority vote of the shares represented at the meeting, and all voting shall be viva voce, unless a majority in voting power of the shares represented shall demand a vote by written ballot
Section 12. Election of Directors and Cumulative Voting. In an election of directors, the entire number to be elected shall be elected at the same time and upon a single vote or ballot, and directors shall not be elected separately or in any number less than the entire number to be elected.
At such election cumulative voting shall obtain, and a shareholder shall have a number of votes equal to the number of shares held by him multiplied by the number to be elected, and may cast all of his votes in favor of one or more candidates not exceeding the number to be elected.
If there has been nominated for the office of director more than the number to be elected, or upon the demand of any shareholder represented at the meeting, or if voting by mail has been provided for, the election shall be by written ballot, otherwise, it shall be viva vote.
Section 13. Directors Elected at Special Meeting. Whenever, for any reason, no election of directors has been had for more than one year a Board of Directors may be elected at a special meeting of the shareholders called for that ( in addition to any other) purpose, by the person or persons, in the manner and upon the notice in these By -Laws provided for calling and noticing special meetings of shareholders.
The terms of directors elected at a special meeting shall expire at the same time as though they had been elected at the annual meeting next preceding such special meeting.
Section 14. Inspectors of Elections. Inspectors or an Inspector, of Elections may be appointed and shall have and exercise the powers and authority provided by provisions of law and these By -Laws.
Section 15. Quorum of Shareholders. The presence in person or by proxy of the holders of fifty percent 50%) of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business including the election of directors; provided, if at any time a larger percentage shall be required by law to
constitute a quorum, then a quorum shall consist of the smallest percentage permissible by law at that time.
ARTICLE IV
Directors
7
Section 1. Provisions of the General Corporation Law. Except in those particulars and to the extent hereinafter expressly provided for, all provisions ( whether mandatory or permissive) of the General Corporation Law, as now or hereafter existing, are approved, adopted and made applicable to the Company; and whenever no express provision is contained herein with respect to any matter authorized or permitted to be regulated, fixed or established by or in the By -Laws, it is intended to adopt and approve the statutory provisions pertaining thereto and regulating or providing for the same.
Section 2. Qualifications and Term. No person shall be eligible for election as a member of the Board of Directors unless he is a bona fide owner of at least one share of the Capital Stock of the Company; provided that any business entity or public agency shareholder may assign at least one share of Capital Stock of the Company to any person designated by such business entity or public agency to enable such designated person to serve on the Board of Directors.
2 No regular employee of the Company who receives
a salary shall serve on the Board of Directors. The term of office of a director shall begin immediately upon his election or appointment; and each director so elected or appointed and qualifies, or until he resigns or is removed from office, whichever shall first occur.
Section 3. Organization Meeting. A meeting of the Board of Directors ( to be known as the " Organization Meeting") shall be held within one month following the adjournment of the shareholders' meeting at which directors are elected. 3
Section 4. Regular Meetings. Meetings of the Board of Directors, to be known as " Regular Meetings," shall be held at such date and time as the Board of Directors shall determine from time to time. 4 Ifthe date
appointed for aregular meeting falls upon a
legal holiday, it shall be held at the same hour on the next succeeding business day.
Section 5. Special Meetings; Emergency Meetings. Special meetings of the Board of Directors may be held from time to time, in accordance with the notice provisions of Section 6, below, upon call by the Chairman or if he be absent or be unable or refuse to act, by any Vice Chairman; and it shall be the duty of the Chairman, of, if he be absent or be unable or refuse to act, then of any Vice Chairman, to call a special meeting upon the written request of two directors, specifying the purpose; and in the event neither the Chairman nor Vice Chairman shall call such meeting upon said request, then the same may be called by said two directors. The call, in any instance, shall be delivered to the Secretary or person whose duty it is to give notice. An emergency meeting of the Board may be called by the Chairman, or by any two directors other than the Chairman, if there are circumstances that could not have been reasonably foreseen which require immediate attention and possible action by the Board, and which of necessity make it impracticable to provide notice as required by Section 6. 5
Section 6. Notice of Board Meetings; Open Board Meetings; Executive Sessions. All Board of Directors' meetings shall be open to attendance by Eligible Persons (" Eligible Persons" shall mean shareholders, except for executive sessions of the Board to discuss ( a) litigation; (b) contracts to be formed with third parties; (c) shareholder discipline; provided that the shareholder that is the subject of any fine, penalty or other discipline has the right to attend the executive session; (d) personnel matters; or ( e) a shareholder' s
payment of assessments where the shareholder requests to meet in executive session. Any matters discussed in executive session of a Board meeting must be generally noted in the minutes of the 8
immediately following meeting. Any Eligible Person who desires to attend a Board of Directors' meeting must provide at least twenty- four (24) hours' prior written notice of his or her intent to attend that meeting.
Any Eligible Person who attends a Board meeting must be allowed to speak at the meeting, although the Board can establish a reasonable time limit for such comments.
Notice of the time and place of all Board meetings must be provided, as specified in this paragraph, to all Eligible Persons at least four (4) days before the meeting; provided, that ifthe Board meeting only consists of an executive session, the notice must be given at least two ( 2) days before the meeting. Notice of the meeting must specify the time and place of the meeting and must include an agenda for the meeting, specifying the items to potentially be discussed and upon which action may be taken . Notice of the meeting shall be posted at the outside of the Company' soffice, may be provided by e-mail to any Eligible Person if the Eligible Persons consents, and must be provided by mail to any Eligible Person who has requested mailed notice of the meetings; provided that the Company may recover from the recipient the reproduction and mailing costs for that requested notice.
Notices of meetings shall be delivered at least four (4) days before the meeting to directors personally, by facsimile, by electronic mail or by telephone to each director or sent by first- class mail, charges prepaid, addressed to each director at that director' saddress as it is shown on the records of the Company, or as may have been given to the Company by the director for purposes of notice, or, if such address is not shown on such records or is not readily ascertainable, at the place where the meetings of the directors are regularly held. 6
Section 7. Place of Directors' Meetings; Meetings by Telephone or Electronic Transmission. Meetings of the Board of Directors, whether regular or special, shall be held at such place within the State of California as has been designated from time to time by motion or resolution of the Board; and, in the absence of such designation, shall be held at the principal office of the Company. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as notice of the teleconferenced meeting is provided ( including identifying at least one physical location where Eligible Persons, as defined in Section 6, above, may attend) and all directors participating in the meeting, and any Eligible Person attending the meeting, can hear one another. All directors participating by teleconference shall be deemedto be present in person at the meeting. The Board may not conduct a meeting by a series of electronic transmissions, except in the event of an emergency meeting, as described in Section 5, above, where all directors consent in writing to the action. 7 Section 8. Limitation on Board Action and Discussion. Other than for the exceptions listed in subdivision ( i) of Corporations Code Section 14305, the Board of Directors may not discuss or take action on any item at a non -emergency Board meeting that is not placed on the agenda included in the notice for that meeting. Directors are also prohibited from taking action on any items outside of a Board meeting unless the item has been delegated by the Board to another person. 8 Section 9. Vacancies. Any vacancy in the office of director, however created or arising, may be filled by a majority of the remaining directors, though less than a quorum; and the shareholders may fill any vacancy
existing at any time and not filled by the directors.
9
Section 10. Quorum. A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business; and, unless otherwise required by law or these By -Laws, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.
Section 11. Performance of Duties by Director; Liability. a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the Company and its shareholders and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
b) In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
1) One or more officers or employees of the Company whom the director believes to be reliable and competent in the matters presented. 2) Counsel, independent accountants or other persons as to matters which the director believes to be within such person' sprofessional or expert competence. 3) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
c) A person who performs the duties of a director in accordance with subdivisions ( a) and ( b) shall have no liability based upon any alleged failure to discharge the person' s obligations as a director. 9 Section 12. Compensation of Directors. Directors shall receive no stated salary for their services as directors, but each director shall be paid for each regular or special meeting attended by him such sum as may be fixed by the shareholders or fixed by the Board of Directors, from time to time, at any meeting thereof. In the event a director cannot attend an assigned outside committee meeting as the voting representative the appointed voting alternate shall be compensated in his place, receiving the same amount of compensation.
1°
A director shall also be allowed his reasonable expenses ( which includes transportation, meals and lodging) when actually engaged in the business of the Company, to be audited, allowed and paid as other claims against the Company.
Each Director of the corporation shall be paid the amount fixed as compensation for attendance at regular meetings of the Board and the annual meeting even though he may be absent from such meeting; provided, however, that such compensation shall be paid for a maximum of two absences from such meetings during any one fiscal year of the corporation.
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ARTICLE V
Notices
Section 1. Applies to All Notices. Except as in conflict with law, or other provisions of these By -Laws, including Section 6 of Article IV with respect to notice of Board of Directors' meetings, the provisions of this Article are intended to, and shall apply to, all notices required, or permitted, to be given, including notices of shareholders' meetings and assessments.
Section 2. By Whom Given, Method of Making, and Signing. Notices shall be given by the Secretary, or by an Assistant Secretary, if such assistant be so directed by either the Secretary, the President, or the directors. If the person whose duty it is to give any notice shall fail or refuse so to do, then it shall be given by any person thereto directed by the Chairman or the directors; or in the event of a called meeting, it may be given ( in the event of such refusal by the one directed so to do) by the person or persons calling the meeting. Whenever a written notice is required to be given, or is given, under these By -Laws, or pursuant to any provision of law, it may be made by any method appropriate for such purpose, including longhand writing, printing, stamping, multigraphing, mimeographing, typing, sent by e-mail transmission in accordance with applicable law, or by one or more or all of such methods, or in part by one method and in other parts by another or other methods. 12
No notice need be actually signed or subscribed by the hand of the person giving it, and in lieu of actual signing, the name of such person may be made by the method used in making any other portion of the notice, or by any method by which any portion of the notice might be made as hereinbefore provided.
Section 3. Where Notice Is to Be Mailed. When resort is had to giving any notice by mail, such notice shall be deposited in the United States Post Office in the city or community in which the principal office of the Company is situated, or in a United States Post Office within not more than fifty miles from said principal office, with postage thereon prepaid, and directed to the person to be served at the address of such person, if such address appears on the records of the Company; and if same does not appear on such records, then addressed to such person at the Post Office at or from which delivery of mail is made at the principal office of the Company. The notice shall be deemed to have been deposited in said Post Office, when deposited in a letterbox, or other mail receptacle from which mail is regularly collected for said Post Office.
Section 4. Method, Publication and Form. The Board of Directors shall have power, subject to provisions of law, or of these By -Laws specifically regulating the matter, from time to time and at any time, to determine and order, with respect to notices, or any notice, as follows:
a) Where two or more methods are available, which method shall be used, and use of one method as to one or more persons to be served, and another method, or methods, as to others; b) The newspaper in which publication is to be made;
c) The date, or dates, ofpublication;
d) The form and contents of the notice; and
e) The date of mailing of the notice.
If the time has arrived when the person charged with the duty desires to give notice, and the board has failed to determine any of the above, the same shall then be determined by such person; and the power 11
reserved to, and conferred upon the Board, as above stated, shall be exercised, and the determination made, by the person giving the notice.
ARTICLE VI
Officers
Section 1. Number of Officers. The officers of the Company ( herein called " regular officers") shall be elected by the directors, and shall consist of a Chairman of the Board, a Vice -Chairman of the Board, a President, a Chief Financial Officer, a Secretary and a Treasurer. The Company shall also have, at the discretion of the Board of Directors, one or more additional Vice Chairmen' s, one or more Assistant Secretaries, one or more assistant Financial Officers, and such other officers as they deem desirable for the transaction of the business ofthe Company.
The Chairman of the Board and the Vice -Chairman of the Board must be members of the Board of Directors. 13
Any two or more of said officers, except the Chairman of the Board and Secretary, may be held by the same person. Regular officers shall be elected at the organizations meeting of the Board. Unless sooner removed by the Board of Directors, or unless they resign or become or be disqualified, all of the officers shall hold office until their successors, are chosen and qualified. The Chairman of the Board, Vice - Chairman of the board and any other officer, whether elected or appointed by the Board of Directors, may be removed at any time by the affirmative vote of a majority of the whole Board of Directors, and the Chairman of the Board, Vice -Chairman of the Board and each other regular officer shall take and hold office subject to the right of removal by the Board of directors. 14 Section 2. Chairman of the Board. The Chairman of the Board shall, ifpresent:
a) Preside at all meetings of the Board and at all Shareholder meetings. Such shall not prevent him from voting, either at shareholders' meetings or as a director at directors' meetings upon any question.
b) Unless otherwise directed by the Board of Directors, sign as Chairman of the Board all deeds and all other instruments in writing which have been first approved or authorized by the Board of Directors.
c) Have, subject to the advice of the directors, general and active supervision of the business and affairs of the corporation, and shall have power to cause the orders and resolutions of the Board to be carried into effect, and exercise and perform such other powers and duties as may from time to time be assigned to him or her by the Board or prescribed bylaw or by these By- Laws.' 5 Section 3. Vice -Chairman of the Board. The Vice -Chairman of the board shall, in the absence or disability of the Chairman of the Board, perform the duties exercise the powers of the Chairman of the Board, and shall perform such other duties as the board of Directors. 16 Section 4. President. Subject to the supervisory powers of the Chairman of the Board and/ or the Vice - Chairman of the Board, if there be such an officer, the President shall have ( 1) general supervision, 12
direction, and control of the day to day business and affairs of the Company, including the supervision and direction of other employees of the Company; ( 2) the power to enter into contracts on behalf of the Company as may from time to time be authorized by the Board of Directors; ( 3) subject to the prior approval of the Chairman of the Board or the Directors, the power to employ and discharge all agents and employees of the Company other than the duly appointed officers, and the Chairman and Vice -Chairman of the Company; and ( 4) such other powers and duties as may be prescribed by the Board or by these By - Laws. Within this authority and in the course of his duties, he shall: 17 a) Be ex officio a member of all Board committees unless appointed by the Board as a regular
member.
b) As from time to time directed by the Board of Directors, sign contracts and all other instruments in writing which have been first approved or authorized by the Board of Directors. 18 Section 5. Secretary. The Secretary shall: 19
a) Attend all sessions of the Board, and all meetings of the shareholders, and record all votes and minutes of all proceedings in a book to be kept for that purpose, and perform like duties for the standing committees when required;
b) Keep the corporate seal of the Company and books of blank certificates of stock, fill up and countersign all certificates issued, and affix the corporate seal to all papers requiring a seal; and c) Keep proper account books and such records and books pertaining to the issuance and transfer of shares as may be required by law, or these By -Laws, or as the Board of Directors shall prescribe, and discharge such other duties as pertain to his office, or which may be required by law, or by these By -Laws, or by the Board ofDirectors.
Section 6. Chief Financial Officer. The Chief Financial Officer shall:
a) Have custody of the corporate funds and securities and keep full and accurate accounts of receipts and disbursements in books belonging to the Company and deposit all moneys and other valuable effects, in the name and to the credit of the Company, in such depositories as may be designated by the Board of Directors;
b) Disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and render to the Chairman of the Board and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Chief Financial Officer and of the financial condition of the Company; provided, the Board may prescribe the manner in which funds shall be withdrawn from and paid out by any depository; and
c) Give the Company a bond ifrequired by the Board of Directors in a sum, and with one or more
sureties satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration to the Company, in case of death, resignation, retirement, or removal from office, of all 13
books, papers, vouchers, money and other property of what ever kind in his possession or under his control belonging to the Company. 2°
Section 7. Duties of Officers May Be Delegated. In case of the absence of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer, to any other officer, or to any director, provided a majority of the entire Board concur therein. 21
ARTICLE VII
Certificates and Transfers of Shares
Section 1. By Whom Signed. Certificates for shares shall be signed by the Chairman ofthe Board or Vice - Chairman of the Board and the Secretary, or by the President, if such assistant be thereto authorized by the Board of Directors. 22
Section 2. Form. Subject to the provisions of law, and these By -Laws, certificates for shares shall be of such form and device as the Board of Directors may direct.
The person to whom issued shall be denominated therein as the " record holder," or by such other designation as shall be ordered by the Board pursuant to any provision of law.
The person in whose name a pledge of shares may be registered on the certificate ( and on the stock records of the Company) shall be known as the " registered pledgee." Each certificate shall be issued and held upon and subject to all of the conditions and provisions thereon stated, all of which shall be binding upon the record holder, and registered pledgee ( if any) and any transferee or person claiming any interest in the shares, or any of them, evidenced thereby.
Section 3. Registration of Pledge. Upon surrender to the Secretary of a certificate, accompanied by proper and satisfactory evidence of an assignment in pledge, the Company shall issue a new certificate stating therein the name of the record holder, and also the name of the one registered as pledgee, and cancel the old certificate, and record the transaction ( with the name of the pledgee) on its books. More than one pledgee may be registered, their priority being indicated by the expressions " first pledgee," " second pledgee," and so forth.
Section 4. Charges Are Liens on Shares. Each charge or toll for water delivered to or for the record holder of any shares by virtue of or in respect of ownership of such shares is a lien against said shares from the time when furnished until paid. Said lien may be foreclosed in the manner now or as may be hereafter provided by law of the State of California for foreclosure ofpledge. Notice of the time and place appointed for the sale of any shares upon foreclosure of such lien shall be mailed to the record holder of said shares at the address of such record holder as it then appears upon the books of the Company, and if no address appears, then mailed to said record holder at the city or community where the principal office is situate. No demand for payment or other notice of sale to the record or to any person appearing by the records of the Company to have an interest in said shares need be given other than as provided by law or as herein before provided. At any such sale or sales the Company may bid and purchase. 14
Section 5. No Transfer While Unpaid Liens. No transfer of the shares of the Company can or will be made on the books ofthe Company while any assessment, charge or toll there against remains or is unpaid.
Section 6. Assessments and Liens. An assessment shall be a lien upon the shares assessed from the time of the levy. Subject to provisions of law applicable thereto, there shall be on the face of each certificate a statement in form, meaning and effect, substantially as follows:
Shares evidenced by this certificate are Assessable. No shares are transferable when:
a) An assessment currently due and payable is unpaid; or b) When aregistered holder is indebted to the Corporation.
If an assessment is payable in installments over a period of time, no shares subject to that assessment will be transferable until the installments which will become due and payable in the then current fiscal year of the Corporation are paid." 23 Section 7. Penalties, Interest and Collection Costs. Each shareholder shall be liable for payment of and shall pay to the Company, upon its demand, all expenses incurred by the Company in collecting or enforcing payment from such shareholder of any delinquent assessment, charge, toll or other indebtedness.
Included in such expenses are attorney' sfees in any proceeding for the enforcement of any lien herein provided for, or the collection of such indebtedness, whether by court action or otherwise, and all expenses of any sale.
If payment is made after a stock assessment has become delinquent and before the sale of such stock, the shareholder shall pay a penalty of five percent ( 5%) of the amount of the assessment on the shares in addition to the assessment. All penalties on delinquent assessments, interest on overdue charges, tolls or other indebtedness, and expenses of collection, as above provided for, shall be added to the principal debt, and shall become and be a lien upon and against the shares, and be secured thereby and enforced in the same manner and with the same effect as the principal debt.
Whenever elsewhere in these By -Laws or in the share certificates, the terms assessment, charge, toll, or any of them, shall be used, such terms shall be deemed to include, in each and every instance whenever such construction is possible or permissible, all penalties, interest and collection expenses pertaining to such assessment, charge or toll, or attaching, accruing or resulting from the nonpayment thereof when due.
Section 8. Record Holder Liable for Tolls and Charges. The record holder of any shares shall be entitled to the delivery of all water apportioned to such shares within the area described in the Articles of Incorporation, subject to suspension or discontinuance, as herein provided, and shall be personally liable for the payment of all tolls, charges, interest, costs and penalties in respect of or on account of such shares during the time the same are registered in his name on the books of the Company.
ARTICLE VIII
Powers of Board of Directors
The Board of Directors, subject to restrictions laws, the Articles of Incorporation, of these By -Laws, shall exercise all of the powers of the Company, and without prejudice to or limitation upon their general 15
powers, it is hereby expressly provided that the Board of Directors shall have, and they are hereby given, full power and authority, in their unlimited discretion ( to be exercised by motion or resolution adopted by majority vote of all the members of the Board whether denominated a rule or regulation, or otherwise), in respect other matters, and as hereinafter set forth, to -wit
1. Seal. To adopt, use and at will alter, a corporate seal of form and device approved by the Board; provided, there shall be set forth on said seal, the name of the Company and the State and date of incorporation. Said seal shall be affixed to the share certificates and such other instruments as the Board shall direct.
2. Share Register. To prescribe the form and provide for keeping a share register and records pertaining to the issuance, registration and transfer of shares.
3. Financial Reports; Annual Review; Budget. To prescribe the form, and provide for making and giving financial statements and reports to the shareholders. No balance sheet with statement of income and profit and loss, or other report need be sent to the shareholders. The Board shall cause the Company to engage a certified public accountant or public accountant to conduct an annual review in accordance with generally accepted accounting principles of the Company' sfinancial statements and financial reports. The Board shall adopt a budget prior to the commencement of the Company' sfiscal year. 24 4. Rules and Regulations. To adopt, repeal, modify, from time to time change, and enforce, all rules and regulations not inconsistent with the laws of the State of California, or with the Articles of Incorporation, or with these By -Laws, by them deemed essential or desirable for the management or conduct of the Company' sbusiness and affairs, or the exercise of their powers. Said rules and regulations may, in addition to any other things, provide for and regulate any of the matters in this Article referred to, and authorized to be determined by the Board of Directors.
5. Transfer Fee. To provide for the payment of a transfer fee, to be fixed by the Board ofDirectors, for the transfer of shares upon the books of the Company.
25 6. Compulsory Exchange of Certificates. To require the respective holders of outstanding share certificates, or of any of such certificates, to surrender and exchange them for new certificates within a period to be fixed by the Board, not less than thirty ( 30) days from the giving of notice, whenever the Articles of Incorporation have been amended in any way affecting the statements contained in the outstanding share certificates, or whenever it becomes desirable for any reason, in the discretion of the board, to cancel any outstanding share certificate and issue a new certificate therefor conforming to law or to the rights of the holder. In any order requiring such surrender and exchange, the Board may provide that no holder of any such certificate ordered to be surrendered shall be entitled to vote or to receive any water or exercise any of the other rights of the shareholders of record until he shall have complied with such order, but such order shall only operate to suspend such rights after notice and until compliance. Notice of such order shall be given in the manner prescribed in these By -Laws for notice of meetings of shareholders, provided that mailing of notice shall in any instance be sufficient and no publication thereof need be made. Such duty of surrender may also be enforced by action at law and any shareholder having the ability, or other person having the possession and control, refusing or failing to surrender and exchange any certificate in accordance with the order of the Board of Directors shall be liable to the Company for all damages incurred 16
by it from such refusal or failure, including reasonable attorney' sfees incurred by the Company, in enforcing such duty.
7. Committees. The Board of Directors, by action approved by a majority of the authorized number of directors, may designate one or more committees, including an Audit Committee, each consisting of two or more directors, to be appointed by the Chairman to serve on any committee. The Chairman also shall designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the Board' saction, shall have all the authority ofthe Board, except with respect to:
a) The approval of any action which, under the General Corporation Law of California, also requires shareholders' approval or approval of the outstanding shares; b) The filling of vacancies on the Board of Directors or in any committee; c) The fixing of compensation of the directors for serving on the Board or on any committee; d) The amendment or repeal ofBy- laws or the adoption of new By- laws; e) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not amendable or repealable;
f) A distribution to the shareholders of the Company, except at a rate or in a periodic amount or within a price range set forth in the articles of incorporation or determined by the Board of Directors; or
g) The appointment of any other committees of the Board of Directors or the members of these committees.
The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, the committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or the committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provision of Article IV applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee. 26
8. Delegation of Powers. To delegate to the Chairman, President, any superintendent or other employee or agent of the Company, the enforcement of the rules and regulations of the Company, and the determination of all matters of a ministerial nature. 27
9. Tolls and Assessments. To fix and from time to time change the charges or tolls payable for water furnished, or other service rendered; and to levy, collect and enforce assessments against the shares of stock.
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It shall lie within the discretion of the Board of Directors to determine what part of the -revenue of the Company shall be raised by assessments, and what part by tolls or rates, and what amount or items shall be charged to current operating expense, and what to permanent additions or betterments.
10. Delinquency and Interest. To provide the time when tolls, charges and accounts shall be due, and when delinquent, and, for the payment of interest on past due tolls, charges and accounts at the rate of not to, exceed two percent ( 2%) per month.
11. Suspension of Services. To provide for the suspension of water service and for discontinuance of water delivery for violation of the rules and regulations, or for failure to pay any charges, tolls, assessments, costs, interest, penalties or other sums payable to the Company, and the time when the conditions upon which such delivery or service shall be resumed. Such discontinuance may be solely with respect to the delinquent shares, or with respect to all shares of the shareholder, whether delinquent or not.
12. Measuring and Diversion Devices. To provide for, determine and fix the location and installation of the measuring gates, hydrants, weirs and meters for turning out or measuring the water to which the respective share holders may be entitled, and that no gate, hydrant, weir or meter shall be installed or changed without the consent and approval of the Board, and that each new installation of such gate, hydrant, weir or meter shall be installed by the Company at the expense of the shareholder or share holders using the same. Any such appliance shall be owned by, be under the control of the Company, and be deemed a part of the Company' sdistribution system.
No shareholder, by virtue of the ownership of shares, shall be entitled to connect with the distributing system, used by the Company for delivery of water, or to take water therefrom, except with the consent, and upon and subject to the rules and regulations of the Company pertaining thereto; and the Company reserves and shall have full control over all storing, distributing, measuring and diversion appliances, and over all water until it shall have been actually released or delivered for or to the shareholder.
13. Regulations of Water Service. To provide, determine and fix, at such time or times, and in such manner as the Board shall determine, and to change, any or all of the following with respect to delivery of water, to -wit:
a) The amount of water available for distribution to the shareholders, and the amount apportioned for and to be delivered for or to each share for any season, year or period of time. In making such determination the Board shall take into consideration all factors by them deemed relevant, and their determination, in good faith shall be conclusive upon each and every shareholder. 28
14. Extension of Distribution System. To provide and determine the place or places where, and the points to which the water distributing system or any other system, service, or appliances of the Company shall be located or extended. The holding of shares of the Company shall confer no right upon the shareholder to have any pipeline, water conduit, or other appliance of the Company enlarged or extended without the consent of the Board of Directors, and the Board of Directors shall at all times, be the exclusive judge of the necessity and expediency of constructing, enlarging, changing and extending the water distribution system or other appliances of the Company, and such expediency and necessity shall, at all times, be determined by and subject to the sole and uncontrolled discretion of the Board of Directors. Provided, however, that irrespective of where used, water is to be delivered by the Company, for whatever purpose, to shareholders solely within the area or territory described in the Company' s Articles of Incorporation and
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no extension of Company delivery facilities shall be provided for an extension of water service or delivery of water outside said area.
ARTICLE IX
Miscellaneous
Section 1. Fractional Shares Prohibited. Shares may not be divided, and certificates for fractional shares shall not be issued or permitted, except in cases where fractional shares have heretofore been issued and are still outstanding. Shares sold or forfeited to the Company for nonpayment of an assessment and any penalty thereon shall also be for full shares, except for outstanding fractional shares.
Section 2. Company Fiscal Year. The Company' sfiscal year for allocating its water among shareholders and for accounting purposes shall be the period July I
through the following June 30. The Board of
Directors by Resolution may change the Company' sfiscal year at any time and from time to time.
Section 3. Shareholders' Right Of First Refusal To Company Owned Water. The Company has been adjudicated to be the owner of a
right to annually produce water from the Main San Gabriel Groundwater Basin and its relevant watershed. The quantitative right of such production depends upon rainfall and other relevant factors prescribed by the Court in said adjudication action and by the Main San Gabriel Basin Watermaster appointed by said Court. For each fiscal year, the said Watermaster establishes the Operating Safe Yield of the Basin and the share thereof of each Basin producer, including the Company.
Each Company shareholder is entitled to the delivery of his individual proportionate share of the Company' s
owned water, based upon such shareholder' s
percentage of ownership of Company capital
stock. All Company shareholders shall have a. right of first refusal to all Company owned water and water entitlement, as hereinafter set forth.
Each year, pursuant to an operational calendar established by the Board of Directors and after the Main San Gabriel Basin Watermaster has notified the Company of the quantitative amount of its entitlement to water from said Basin during the next fiscal year, the Company shall notify each of its shareholders of the amount of his proportional entitlement to Company water during said fiscal year. Such Company notification to its shareholders shall include a questionnaire requiring each shareholder to timely advise the Company of his intention to use more than ( designating the amount), all, some ( designating the amount), or none of his said share of Company water from his said Company entitlement. Each shareholder shall complete said questionnaire and return it to the Company within 30 days of its receipt. Failure of a shareholder to timely return said questionnaire to the Company shall be deemed a designation by such shareholder that he will temporarily lease all of his company owned shares of stock through the " Pooled -Water" program established and maintained by the Company and not use any of his company entitlement water during the next fiscal year.
All Company allocated water which is designated as not to be used by the original shareholders entitled thereto, shall be classified as " Pooled -Water" and first made available, proportionately, for temporary lease of the shares of said original shareholder as " Pooled Water" and the water entitlement use thereof by other Company shareholders, as herein provided.
Any Company shareholder desiring delivery of more than his original proportionate and allocated share of Company water in the next fiscal year shall be entitled to temporarily lease non -user shares of stock and purchase his proportionate share of Pooled -Water, to the whole of shareholders' allocated but currently not to be used water.
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Such non -user stock and Pooled -Water shall be so available to other Company shareholders at a price to be reviewed and determined annually based on the Main San Gabriel Basin Watermaster' scost of Replacement Water during the then current fiscal year and, in addition thereto, the Company' scharge for water delivery at the time of such delivery.
29 The purchase price paid by Company shareholders for such leased shares and Pooled -Water shall be allocated between the offering shareholders and the Company whereby the Company' s delivery charge shall be retained by the Company and the balance paid proportionately to or for the benefit of the shareholders making such stock and additional water available to the other shareholders by way of the Company' s
Pooled -Water program.
In the event of over -subscription of Pooled -Water whereby more water is requested by Company shareholders from Pooled - Water than is available from the pool, Pooled -Water shall be made available to requesting shareholders in the proportion that each requesting shareholders' stock ownership bears to the total of the shares requesting delivery from the Pooled -Water.
Both requesting and releasing shareholders shall be notified by the Company, within thirty (30) days of its receipt of the above mentioned questionnaire, whether the Pooled -Water is over or under -subscribed and the effect thereof, individually, upon each requesting and releasing shareholder.
In the event of under -subscription of Pooled -Water whereby more water is made available by non -user shareholders that is requested by other Company shareholder' s, the Pooled -Water requested to be delivered by the Company ( and the said shares therefor, minus Company delivery charges,) shall be appointed among the releasing or non -using shareholders in the fraction of an individual shareholders' released amount over the total so released, multiplied by the total requested temporary stock leases and Pooled -Water purchased.
The proportionate balance of a shareholders' un- subscribed but offered to release amount of water, if any, shall be available to him for other disposition, through his own temporary lease of his Company stock and the Company' stemporary transfer of its water rights, at such shareholder' srequest to the Company, to his own negotiated stock leasee- water purchase, at his own negotiated price and conditions and without any additional Company incurred non -reimbursable expense.
In the event a shareholders' total water needs are not met through his individual entitlement and his request for Pooled -Water, such additional amount of water shall be delivered by the Company at a cost to such shareholder of the Main San Gabriel Basin Watermaster' sReplacement Water Assessment for over production during the then current fiscal year plus the Company' sthen current charge for water delivery.
Any and all Pooled -Water which has been subscribed for by Company shareholder( s) but which has not been delivered by the Company to such subscribing shareholder( s) in the requested fiscal year, for any reason not occasioned by the aside subscribing shareholder, shall be carried over to the credit of the said shareholder( s) for delivery by the Company in the next fiscal year at the price charged by the Company on to its users in the year in which the water is delivered. 3° In the event a shareholder does not take deliver or otherwise makes use* of all or part of his remaining proportionate and allocated share of subscribed Company Pooled -Water for a particular fiscal year, as 20
herein provided, such remaining an unused amount of water shall accrue to the general benefit of the Company and all of its shareholders. * The word " use" as used in the foregoing paragraph shall be understood to include use of a shareholder' sshare of Company water by any person or entity leasing said stock. 31
Nothing in these By -Laws shall be deemed to prohibit any shareholder from independently leasing all or any portion of his stock in the Company and the accompanying right to the delivery of his pro -rata share of Company water to any other person or entity that is a shareholder within the Company for such price and upon such conditions as he shall determine. 32
ARTICLE X
INDEMNIFICATION OF AGENTS
Section 1. Agents, Proceedings, and Expenses. For the purposes of this Article, "agent" means any person who is or was a director, officer, employee, or other agent of this Company, or is or was serving at the request of this Company as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; " proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to
indemnification under Section 4 or Section 5( c) of this Article.
Section 2. Actions other than by the Company. This Company shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding ( other than an action by or in the right of this Company) by reason of the fact that such person is or was an agent of the Company, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of this Company and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Company or that the person had reasonable cause to believe that the person' sconduct was unlawful.
Section 3. Actions by the Company. The Company shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Company to procure a
judgment in its favor by reason of the fact that such person is or was an agent of this Company, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of that action if such person acted in good faith, in a manner such person believed to be in the best interests of the Company and its shareholders. No indemnification shall be made under this Section for any of the following:
a) In respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to this Company in the performance of that person' sduty to the Company and to its shareholders, unless and only to the extent that the court in which that action was brought shall determine upon application that, in view of all the circumstances of the case, that person is 21
fairly and reasonably entitled to indemnity for expenses and then only to the extent which the court shall determine;
b) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or
c) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.
Section 4. Successful Defense by Agent. To the extent that an agent of the Company has been successful in the merits in defense of any proceeding referred to in Section 2 or 3 of this Article, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
Section 5. Required Approval. Except as provided in Section 4 of this Article, any indemnification under this Article shall be made by this Company only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article, by any of the following:
a) A majority vote of a
quorum consisting of directors who are not parties to the proceeding; b) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion;
c) Approval by the affirmative vote of a majority of the shares of the Company entitled to vote represented at a duly held meeting at which a
quorum is present or by the written consent of
holders of a majority of the outstanding shares entitled to vote. For this purpose, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon; or
d) The court in which the proceeding is or was pending, on application made by the Company or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this Company.
Section 6. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Company before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay such amount of the advance if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Article.
Section 7. Other Contractual Rights. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the articles of incorporation. The rights to indemnity hereunder shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this Company may be entitled by contract or otherwise.
Section 8. Limitations. No indemnification or advance shall be made under this Article, except as provided in Section 4 or Section 5(d), in any circumstance where it appears:
22
a) That it would be inconsistent with a provision of the Articles, the Bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 9. Insurance. Upon and in the event of a determination by the Board of Directors to purchase such insurance, the Company shall purchase and maintain insurance on behalf of any agent of the Company against any liability asserted against or incurred by the agent in such capacity or arising out of the agent' s status as such whether or not the Company would have the power to indemnify the agent against that 1 liability under the provisions ofthis section. 33
Compromise
This Agreement between the Azusa Irrigating Company, a corporation duly organized and existing under the laws of the State of California, party of the first part, and the Azusa Water Development and Irrigation Company, a like corporation, party of the second part, The Duarte Mutual Irrigation and Canal Company, and The Beardslee Water Ditch Company, like corporations, parties of the third part, and the Azusa Land and Water Company and the Azusa Agricultural Water Company, like corporations, and Kate S. Vosburg and Louise S. Macneil, parties ofthe fourth part, and E. P- Thompson, J. W. Marshall, George E. Gard and other parties hereto signing this agreement individually and known as old users, parties of the fifth part; Witnesseth:
That Whereas the aforesaid parties own or claim waters of the San Gabriel Canyon, developed or hereafter to be developed above the upper end of the tunnel of parties of the first and third part as well as that flowing on the surface in the San Gabriel Canyon, in the County of Los Angeles, and whereas the party of the second part has instituted a suit in the Superior Court of, Los Angeles County, Cal., vs. some of the parties hereto and others, wherein it is alleged that the defendants therein have appropriated and used waters from the San Gabriel river, and whereby it is sought to limit the use by defendants of the waters of 23
said river and establish the rights of the plaintiff in water collected and brought out in its tunnel as well as in the surface flow; and whereas disputes exist as to the extent of the respective rights of the parties hereto in said waters; and whereas it is desired to settle all disputes, and, to a certain extent, pipe the water and divert it in a common aqueduct for amicable division and use:
Now, Therefore, it is hereby mutually agreed that out of all the waters of the San Gabriel river, including the water now or hereafter coming from or through the tunnel, run under the bed of the San Gabriel river by the party of the second part, and all waters now or hereafter taken by or in the interest of or used by either of the parties hereto, taken from any point above the tunnel of the said parties of first and third part, from said canon or river or its tributaries by any works, means or methods, the aforesaid parties shall take for and on account of their claims to the waters aforesaid, water in the following proportions: So long as there may be an amount equal to the flow of 1700 inches, miners' measurement under four -inch pressure, or any lesser amount at the point of division between the party of the third part and the other parties hereto, then seventy- two, seven hundred and twentieths ( 72- 720) shall be taken by the party of the second part. Two hundred and sixteen, seven hundred and twentieths ( 216- 720) shall be taken by the party of the third part.
Forty- five, seven hundred and twentieths ( 45- 720) shall be taken by the Azusa Land and Water Company.
Fifty- four, seven hundred and twentieths ( 54- 720) shall be taken by the Azusa Agricultural Water Company. Twenty- seven, seven hundred and twentieths ( 27- 720) shall be taken by Kate S. Vosburg and Louise S. Macneil. Three hundred and six, seven hundred and twentieths ( 306- 720) shall be divided into as many parts as there are acres in the tract hereafter agreed to be known as " The Azusa Water District" and taken by parties of the fifth part and by the parties of the first and second parts pro rata in proportion to acreage represented therein by said first, second and fifth parties. Said parties of the first and second parts shall each represent all the acreage and take the water of an lands of the so- called old users who have turned over to such corporation the management and control of the water to which they are entitled. Parties of the first, second and fifth parties hereto agree among themselves that the following are the boundaries of such acreage: Beginning at the N. W. comer of Section 36, T. I N., K 16 and west center line of Section 2, T. I S., K 10 W., S. B. M.; thence west through the center of Sections 2 and 3 to the west line of Section 3; thence south to N. E. comer of Section 9, same township and range; thence west along north line of said Section 9, twenty chains; thence south forty chains; thence west twenty chains, to center of Section 9; thence south twenty chains; thence west twenty chains; thence south twenty chains to south line of Section 9; thence due west thirty chains to a point due north of a sycamore tree, the N. W. comer of the land of Humphries; thence south to the southwest comer of Humphries' land; thence east along the south line of the land of Humphries and the land formerly known as the Bonebrake tract to the S. E. comer of said tract; thence north a little east to the San Bemardino road at the northeast comer of the Bonebrake tract; thence east by north along said road to where it is crossed by the east line of Section 13, same township and range; thence north along said east line and continuing north on east line of section 12, to point of intersection with the west boundary line of the San Jose Addition; thence north by west along said boundary line to the northwest comer of said ranch; thence north by east along said ranch to point of intersection with east and west center line of Section 1; thence west to center of Section 1; thence north twenty chains; thence east twenty chains; thence north twenty chains; thence east twenty chains; thence south to the intersection with the north line of the San Jose Addition; thence east by north along said line to the point of intersection with the cement ditch; thence north by west along the cement ditch to point of intersection with the east and west fine through the center of Section 3 1, T. I N., R. 9 W., S. B. M.; thence west thirty chains; thence north fifteen chains; thence west ten chains; thence north to the point of intersection with the east and west line through the center of the south half of Section 25; thence west along said line to the west line of said Section 25; thence south along said west line to point of beginning; said tract being the Azusa Water District It is further agreed that all said waters shall be run through the upper tunnel and to the point of division between the party of the third part and the other parties hereto, and 3/ l0ths of said first 1, 700 inches of said water or of a less amount if there is less at said point, turned out to party of third part. The 24
remaining 7- l0ths of said first 1700 inches of said water shall run in the ditch, tunnels and flumes of the said party of the second part as herein provided. When said waters at said point of division between the party of the third part and the other parties are in excess of said 1700 inches such excess shall be divided as follows:
241- 720ths of such excess to party of second part.
160- 720ths of such excess to party of third part.
33- 720ths of such excess to Azusa Land and Water Company. 40- 720ths of such excess to Azusa Agricultural Water Company. 226- 720ths of such excess to fifth party and to the parties of first and second parts, divided between said parties of the first, second and fifth parts pro rata, as the 306- 720ths of the aforesaid 1700 inches, are divided among said parties, and said water above 1700 inches shall be conveyed by the same means by which said first 1700 inches is conveyed, except as herein otherwise provided. The said Azusa Land and Water Company and Azusa Agricultural Water. Company of the fourth part, may take their parts of the water at four places, or any one or more of them between the point of division with the Duarte and the part of the long flume immediately over the greatest depression of the Arroyo, one of said four places for division, being at said point over said Arroyo, and also at any two places on the old main ditch, such places to be designated by the said parties of the fourth part within six months from the date hereof. That said Kate S. Vosburg and Louise S. Macneil can take any portion of their proportions of water from the cement ditch at a separate gate for each, between said long flume and the east line of said ranch, or at one of the places established for the corporations of the fourth part on the cement ditch, at or west of said long flume, or at one place, for each on the old ma ditch. Parties hereto agree that the water belonging to parties west of the east line of Section 3 and west of its due south extension, and all water represented and controlled as herein apportioned by party of the first part and by old users not under contract, if so requested and without reference to location of land may be dropped from the cement ditch from said main flume into the old main ditch, subject to right of the Azusa Land and Water Company to use and control for water power as herein after provided. That such use and control of the water for water power shall be such that when so used for water power by the Azusa Land and Water Company, it shall be dropped by the said company at such point, that it can be taken up by the parties in interest and used by them in the old main ditch, the squatters' ditch, and the pipe line provided for on Cerritos Avenue and from said old main ditch, such part as the parties are entitled to and may be desired may be dropped from the old main ditch into and run in the natural water course south by west, to within about 260 yards of the center of the track of the Santa Fe Railroad; thence south to within twenty- fivefeet of the said center line; thence west parallel to said line to the intersection with the squatters' ditch, said water hereafter to be used as part of the water power hereinafter provided for, and for irrigation had from the old main ditch, and for three years as much as may be desired by parties not exceeding their proportions in the squatters' ditch. Said Azusa Land and Water Company further grants a
right of way for a pipe of capacity sufficient to carry, not exceeding 500 inches of water, measured under four inch pressure from the point on the old main ditch where the forth prolongation of Cerritos Avenue intersects said ditch, thence south along said prolongation through said Avenue to the south line of the Azusa Ranch, the top of said pipe to be buried at least fifteen inches below the general surface of the ground, and completed within three years from the date hereof, and from and after said three years from the date he of all the parties hereto abandon to said 25
Azusa Land and Water Company all right of way for what is known as the squatters' ditch, and for that part of the old main ditch lying west of the drop for water power.
And it is further agreed and mutually understood between the parties that for the purpose of water power and mechanical purposed to be owned and enjoyed by the Azusa Land and Water Company, the said company may, as soon as it is prepared to use the said power, take from said cement ditch at a gate in the main long flume, an amount of water which added to the quantity of water belonging to the party of the fourth part and to that herein specially provided to be dropped from the cement to the old main ditch for use of other parties for irrigation, shall not, when so computed exceed in amount two-hirds of the water belonging to and at such time possessed by the east side of the river out of said first 1700 inches, and convey the same into the old main ditch, and during the fall and transfer, the Azusa Land and Water Company shall control and use the same for power and mechanical purposes as it may desire, but said company shall not deteriorate the quality, or diminish the quantity in said use. The water in excess of the 7- 10ths of the said first 1700 inches of the water, unless in the judgment of the owner, or the company with. which he is associated, is required for irrigation by the owner or the irrigation company with which he is associated, shall flow by the east line of the Azusa Ranch in the ditch of the Azusa Water Development and Irrigation Company. That such portion of said water so dropped belonging to said parties of the fourth part as may not be desired for any purpose on said Azusa Ranch, may flow past the line of said ranch, in said old main ditch, or in the squatters' ditch for the next three years, said Azusa Land and Water Company and Azusa Agricultural Water Company having the right to divert any portion of its part of such water at any two points on said ranch, on the said main ditch, or during the transfer between the cement ditch, and the old main ditch.
The parties of the fourth part grant to the other parties hereto, the right of way for all purposes of this contract above the point of division with the third party, and also the parties of the fourth part grant to the parties hereto, other than the third party, the right of way for said cement ditch, tunnels and flumes, subject to any right of way heretofore given, and subject to and reserving to said party of the fourth part, the right for road crossings and water conduits, across said cement ditch wherever desired to run the portion of water belonging to said party as herein before stated, through and - take out the same therefrom as above set out.
Parties of the first and third parts grant to each of the other parties the right of enjoyment and use with themselves of their tunnel and approaches, and said second party grants to the other parties hereto the use and enjoyment and with itself, of its tunnels, ditches and flumes to the gate provided for in the long flume of said party of the second part, and to the party of the fourth part said right to the east line of the Azusa Ranch for conveying water as provided in this agreement, but the 724ths interest now owned in said ditch by said party ofthe fourth part shall to that extent be used in the conveyance of said water.
The cost of protecting and defending the tide and possession of all said waters from this day forward, including the litigation now pending with parties claiming adversely to the water rights herein adjusted, and the expense of development in the canyon to the extent of $10, 000, and of constructing a pipe line of about two miles in length of sufficient capacity to carry twenty- eight hundred and eighty inches of water, miners' measurement under four -inch pressure, said pipe line not to cost exceeding twenty- sven thousand dollars, and work of development and piping to be done within two years of this date, and the expense of keeping dams, tunnels, flumes and ditches in repair to the said point of division, between the party of the third part and the other parties hereto, and the general expense incurred above the point of division, shall be paid by all the parties hereto, in the following proportions: by party of the second part, 165 parts; by party of the third part, 180 parts; by party of the fourth part, to -wit Azusa Land and Water Company, 39 parts; Azusa Agricultural Water Company, 47 parts; Kate S. Vosburg and Louise S. Macneil, 23 parts; and by old users, 266 parts, one- half the said 266 parts to be apportioned between said old users in the same proportion that 26
the first 1700 inches of water is divided among them, and the other half in the same proportion that the excess of water over 1700 inches is divided among them, and the cost of repairs below the first division to the gate in the long flume shall be paid in the same proportion, except that the party of the third part does not contribute thereto, and each of said parties mutually agrees with the others to pay its respective proportion of said expenditures, to and on demand of the committee of nine, selected as follows: party of the first part shall elect two members, party of the second part shall elect one member, party of the third part shall elect two members, party of the fourth part shall elect two members, and the old users under contract, with the party of the second part, as well as those not at time of election under contract, shall voting by acreage and with aright of cumulative voting elect the remaining two members. The said election of said nine members, shall, within thirty days, from the date hereof, be severally made by the respective parties, and such members' names certified to John Scott of Duarte, when- a day shall be appointed by said Scott, for the meeting and organization of the committee, and five days' notice thereof given by him by mail to each member and to any member of any party hereto for whom no representative has been certified.
Said committee shall organize and shall provide for regular meetings, at least once a month, and make such regulations and provisions as it deems necessary to carry into effect, and maintain this agreement, and subsequently members of the committee shall be elected annually on the second Tuesday of January in each year thereafter.
Six members shall constitute a quorum, but no business shall be transacted that does not receive the concurrent vote of at least five members of said committee; and each party hereto shall be bound by the acts of said committee, to the extent of the work hereinbefore provided to be done by said committee, whether represented or not Said committee shall keep regular minutes of the proceedings, and regular account of all receipts and disbursements, subject to inspection of any party in interest, and shall have charge of all work of the parties hereto, in reference to water from the Duarte division box, to the source of supply, and especially of the character, construction and location of the pipe line, and of all work in the canyon and general repairs above the division with the parties of the third part, and of all litigation affecting the water, other than litigation that may arise between the parties hereto, and of all future developments, it being agreed that none of the parties hereto will enter at any point above the tunnel of the parties of the first and third parts into any independent development in said canon. It is further agreed that any of the parties hereto may free itself from assessments for the cost of development and piping, to wit: $ 10, 000 and 27, 000 by an assignment to other parties hereto, or td one of them, of the interest in said water in excess of said 1700 inches, the assignee assuring said cost, and all who fail to pay said amount assessed by said committee for developments and pipe line in 60 days after due, shall be held to have assigned the interest of s aid party in the water in excess of 1700 inches, to whomsoever of the parties hereto, who may pay said amounts so in default, even though part of the expenditure had been previously paid by the party in default.
Said committee shall not have the power to bind any party to this agreement for any sum beyond the proportions fixed herein, nor for future developments beyond the amount fixed herein; and in contracting for said pipe line or lines, the contract shall be so drawn that each party shall be liable only for the proportions established herein; and the contractor and material man shall waive all lien and claim upon said pipe line or lines. Said committee shall provide and maintain correct division works at the lower end of the tunnel of the party of the first and third parts, so constructed as to measure to the party of the third part, the proportion of the water provided' to be taken by it. Water gates shall be constructed on the Azusa Ranch to accurately measure the water diverted at any point of diversion under this contract. The action of said committee in the measurement of the water shall not be conclusive, but either party, upon showing error in this respect, shall have the right to have the means of measurement corrected by the committee; and if for the purpose of correcting the measurement any party hereto shall employ skilled labor, or engineers, and succeed in showing error, then the cost of such investigation shall be borne by all the parties in proportion as the other expenses are borne. Each party hereto shall pay any committee man representing it, and no claim for services shall be made by any member of said committee against any of the parties hereto, other 27
than the party hereto which he represents. All suits between the parties hereto relative to said water rights shall be dismissed, each party paying his own cost The parties hereto respectively acknowledge the right of either party to further separate 4nd divide its or their portion of said water according to their respective rights in this contract. And nothing herein shall be construed as depriving any of the parties hereto of the right to maintain a suit or action in any of the parties hereto of the right to maintain a suit or action in any court of competent jurisdiction for the enforcement or protection of his right under this agreement. This agreement shall bind the heirs, assigns and successors of the respective parties hereto.
In witness whereof, etc.
In Witness Whereof, the parties hereto have hereunto caused to be set their names and seals, this 26th day of January, 1889.
Azusa Land and Water Company,
By J. S. Slauson, President, and James Slauson, Secretary.
Azusa Agricultural Water Company,
By J. S. Slauson, President, and
James Slauson, Secretary.
Louise S. Macneil. (Seal)
Kate S. Vosburg. (Seal)
Beardslee Water Ditch Company,
By Thomas Wardall, President, and
A. T. Taylor, Secretary.
Duarte Mutual Irrigation and Canal Company,
By Jno. Scott, President. (Seal) and Wm. Chippendale, Secretary.
I certify that said Company has no formal Seal.
Azusa Irrigating Company,
By E. F. Badger, Vice -President, and H. D. Briggs, Secretary.
Azusa Water Development and Irrigation Company,
By M. Baldridge, President, and Chas. E. Bemis, Secretary.
W. B. Kemper, W. E. Parker, Henry Bohannan, T. B. Goodnight, J. Loder, J. D. Bradford, Guadalupe Ruelas, J. M. Trujillo, Samuel Willits, J. P. Hanes, L. M. McNish, C. C. Bohannan, F. M.
Bohannan, Lucy Bohannan, J. C. Jones, D. A. Ames, E. S. Harris, George Wright, C. R. Gatton, Jessie Justice, J. B. Beardslee, W. T. Barker, R. J. Pollard, Joshua King, J. B. Reichard, Jose G.
Padilla, F. L. Hostetler, C. M. L. Hostetler, Warner L. Keller, J. Corrello, William T. Keller, Mary A. Marshall, L. Lestrade, James M. Riley, Walter Thomason, Elmer Thomason, L. C. Pollard, by J.
W. Marshall, E. R. Thompson, George E. Gard, as attorneys in fact of said thirty- sevensigners J. W. Marshall,
Samuel McCurdy,
H. D. Briggs,
Fred I. Smith,
William Forbes,
W. J. DeShields,
Allen Poe,
John Bohannan,
28
S. D. Woodworth,
Alfred Spruce,
M. Larkin,
Daniel Houser,
T. F. Griswold,
C. Vaughn,
S. Huges,
T. R. Monje,
A. M. Park,
E. R. Thompson, J
P. Bohannan,
Geo. E. Gard,
James Cleminson,
Thos. A. Smith, his Conrad A. X Smith, Mark Witness S. P. Rees, N. P.
Wm. Y. Earle, E. R. Coffman,
Geo. T. Ott,
O. Streshly,
Geo. C. Egan,
J. R. Elliott,
M. Wakefield,
G. N. Lewis, his Rafael X Montallo, Mark S. P. Rees, Witness J. P. Wade,
Anna E. Logan.
The execution is acknowledged by the parties to the agreement.
Recorded at the request of James Slauson, November 2nd, 1889, in Book 607, page 138 of Deeds, County Recorder' soffice of Los Angeles County.
Footnotes
1 This recommendation to add language to Article III, Section 2 was approved by Board action at the August 12, 2015 Board Meeting
2 This recommendation to Article IV, Section 2 to add language was approved by Board action at the August 12, 2015 Board Meeting.
3 This recommendation to amend language in Article IV, Section 3 was approved by Board action at the August 12, 2015 Board Meeting
4 This recommendation to amend language in Article IV, Section 4 was approved by Board action at the August 12, 2015 Board Meeting.
5 This recommendation to add language in Article IV, Section 5 was approved by Board action at the August 12, 2015 Board Meeting.
6 Amendment to all language in Article IV, Section 6, to be AB240 compliant, approved by Board action at the August 12, 2015 Board Meeting.
7 Amendment to language in Article IV, Section 7, to be AB240 compliant was approved by Board action at the August 12, 2015 Board Meeting.
8 Amendment to all language in Article IV, Section 8, to be compliant with AB240 was approved by Board action at the August 12, 2015 Board Meeting.
9 Amendment to all language in Article IV, Section 11, to be compliant with AB240 was approved by Board action at the August 12, 2015 Board Meeting.
29
10 This recommendation to add language in Article IV, Section 12 was approved by Board action at the October 14, 2015 Board Meeting.
11 This resolution was adopted at the September 14,995 Board Meeting 12 This recommendation to add language in Article V, Section 2 was approved by board action "at the August 12, 2015 Board Meeting.
13 This recommendation to add language in Article VI, Section 1 was approved by board action at the August 12, 2015 Board Meeting.
14 Amendment proposed at the October 10, 2002 Board Meeting. Approved at the November 14, 2002 Board Meeting.
15Amendment proposed at the October 10, 2002 Board Meeting. Approved at the November 14, 2002 Board Meeting.
16 Amendment proposed at the October 10, 2002 Board Meeting. Approved at the November 14, 2002 Board Meeting.
17 This recommendation to amend language in Article VI, Section 4 was approved at the August 12, 2015 Board Meeting.
18 New Section proposed at the October 10, 2002 Board Meeting. Approved at the November 14, 2002 Board Meeting.
19 Section 4 changed to Section 5 due to the action taken at the October 10, 2002 Board Meeting.
Amendment made at the November 14, 2002 Board Meeting.
20 Section 5 changed to Section 6 due to the action taken at the October 10, 2002 Board Meeting.
Amendment made at the November 14, 2002 Board Meeting.
21 Section 6 changed to Section 7 due to the action taken at the October 10, 2002 Board Meeting.
Amendment made at the November 14, 2002 Board Meeting.
22 Proposed and made effective at the October 10, 2002 Board Meeting. Amendment made at the November 14, 2002 Board Meeting.
23 Article VII, Section 6 was amended at the August 15, 1995 Board Meeting. 24 Amendment to add language to Article VIII, Section 3, to be AB240 compliant, approved by Board action at the August 12, 2015 Board Meeting.
25 Article VIII, Section 5 was amended at the August 12, 2015 Board Meeting. 26 Article VIII, Section 7 titled " Dismissal of Employees" was removed in its entirety due to language added in VI Section 3. The new section Committees was incorporated in order to be compliant with AB240, and approved at the September 8, 2015 Board Meeting. 27 Article, VII, 8 amendment proposed at the October 10, 2002 Board Meeting. Approved at the November 14, 2002 Board Meeting.
28 Article VIII, Section 13 was amended, taking out section (b) at the September 8, 2015 Board Meeting 29 Article IX, Section 3 was amended an approved at the August 12, 2015 Board Meeting. 30 Article IX, Section 3 was amended and approved at the May 12, 1994 31 Article IX, Section 3 was amended and approved at the May 14, 1991 32 Article IX, Section 3 additional language was added at the August 12, 2015 Board Meeting 33Article X, all sections were amended and approved to incorporate AB240 at the August 12, 2015 Board Meeting
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