Agenda packet — Covina City Council, September 17, 2024 (part 1 of 2)

CITY COUNCIL/SUCCESSOR AGENCY TO THE COVINA

REDEVELOPMENT AGENCY/COVINA PUBLIC FINANCING

AUTHORITY/COVINA HOUSING AUTHORITY JOINT MEETING
AGENDA

Tuesday, September 17, 2024, 6:30 p.m.
125 E. College Street, Covina, California
Council Chamber of City Hall

IMPORTANT NOTICE
Members of the public may view the meeting live on the City’s website at www.covinaca.gov or on local cable television, Spectrum Channel 29 and Frontier Channel 42. To view from the website, click here or scroll down on the home page and click "City Meetings", once on the page, click the highlighted word next to Video Library under the City Council Meeting Agendas and Minutes header. A live banner will appear at the start of the meeting.

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

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

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

Pages

CLOSED SESSION

CALL TO ORDER
Council/Agency/Authority Members: Walter Allen, III, Patricia Cortez, Hector Delgado, Mayor Pro Tem/Vice Chair Victor Linares, and Mayor/Chair John C. King

PUBLIC COMMENTS
The public is invited to comment on Closed Session items only at this time. To address the Council/Agency/Authority please complete a yellow speaker request card located at the entrance and give it to the City Clerk. Your name will be called when it is your turn to speak. Individual speakers are limited to five minutes each, unless, for good cause, the Mayor/Chairperson amends the time limit.

CLOSED SESSION
The City Council/Successor Agency to the Covina Redevelopment Agency/Covina Public Financing Authority/Covina Housing Authority will adjourn to closed session for the following:

A. Government Code § 54957.6 – CONFERENCE WITH LABOR

NEGOTIATORS
Update on negotiations with the various Employee Organizations:

American Federation of State, County and Municipal Employees (AFSCME); Police Association of Covina (PAC); Police Management Group (PMG); and Police Supervisors of Covina (PSC), and Unrepresented Employees: MidManagement, Supervisory and Professional, and Confidential and Technical Employees
B. Government Code § 54956.9(d)(1) – CONFERENCE WITH LEGAL COUNSEL - Existing Litigation
Duran v. City of Covina; Case No. CV23-06507-ODW(AGRx)
RECESS
JOINT MEETING—OPEN SESSION 7:30 PM

RECONVENE AND CALL TO ORDER

ROLL CALL
Council/Agency/Authority Members: Walter Allen, III, Patricia Cortez, Hector Delgado, Mayor Pro Tem/Vice Chair Victor Linares, and Mayor/Chair John C. King

PLEDGE OF ALLEGIANCE
Led by Mayor Pro Tem Linares.

INVOCATION
Given by Police Chaplain Steve Martinez.

PRESENTATIONS
A. Charter Oak School District Update
B. DAR Constitution Week
C. National Night Out Presentation

CLOSED SESSION REPORT

PUBLIC COMMENTS
To address the Council/Agency/Authority please complete a yellow speaker request card located at the entrance and give it to the City Clerk. Your name will be called when it is your turn to speak. Those wishing to speak on a LISTED AGENDA ITEM will be heard when that item is addressed. Those wishing to speak on an item NOT ON THE AGENDA will be heard at this time. State Law prohibits the Council/Agency/Authority

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Members from taking action on any item not on the agenda. Individual speakers are limited to five minutes each, unless, for good cause, the Mayor/Chairperson amends the time limit.

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

CITY MANAGER COMMENTS

CONSENT CALENDAR PUBLIC COMMENTS
The public is invited to comment on Consent Calendar items only at this time. To address the Council/Agency/Authority please complete a yellow speaker request card located at the entrance and give it to the City Clerk. Your name will be called when it is your turn to speak. Individual speakers are limited to five minutes each, unless, for good cause, the Mayor/Chairperson amends the time limit.

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

CC 1. Payment of Demands 7
Staff Recommendation:

Approve Payment of Demands in the amount of $8,370,812.67.

CC 2. City of Covina Investment Report for Month Ended August 31, 2024 13 Staff Recommendation:

Receive and File.

CC 3. 2024 Conflict of Interest Code Biennial Update 31 Staff Recommendation:

Adopt Resolution CC 2024-85.

CC 4. Approval of the Transfer Agreement between Los Angeles County Flood Control District and City of Covina for the Safe, Clean Water Municipal Program
47 Staff Recommendation:

Adopt Resolution CC 2024-84 authorizing the City Manager to enter into the Transfer Agreement between Los Angeles County Flood Control District and City of Covina for the Safe, Clean Water Municipal Program.

CC 5. Purchase Order Authorization – Purchase of New Trash Receptacles for City Parks
65 Staff Recommendation:

Authorize the City Manager, or his designee, to approve a Purchase Order in the amount of $34,959.09 with TreeTop Products, LLC and purchase New Trash Receptacles for City Parks.

CC 6. Third Amendment to the Ground Lease between the City of Covina and the Covina Housing Authority for Property Owned by the City Located at the Southeast Corner of the Combined Parcels of 601 E. San Bernardino Road and 69

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534 North Barranca Avenue
Staff Recommendation:

Authorize the City Manager/Executive Director to execute the third amendment to the Ground Lease (“Lease”) between the City of Covina (“City”), as landlord, and the Covina Housing Authority (“Authority”), as tenant, in substantially the form attached as Attachment “B” with such changes therein as the City Manager/Executive Director may approve, and all related documents, and to take such actions as they deem necessary or proper to effectuate the purpose of the Lease.

CC 7. Purchase of Five Vehicles for the Police Department 119 Staff Recommendation:

Approve the purchase of five (5) Dodge Durango and approve Resolution CC 2024-87 appropriating $73,624.01 for vehicle purchase and retrofit for the K-9 program.

CC 8. Badillo Street Water Services Replacement Project – Project No. W2501 – Award of Contract to GRBCON, Inc. for a Not-to-Exceed Amount of $379,581.20.
125
Staff Recommendation:

Approve plans and specifications for the Badillo Street Water Services Replacement Project;

1. Award a contract for the Badillo Street Water Services Replacement Project to GRBCON, Inc. as the lowest responsive and responsible bidder for a not-to-exceed amount of $379,581.20 and authorize the City Manager to execute the contract;

2. Authorize a project contingency amount of $37,958.12 (approximately 10%) for any unforeseen construction expenses; and

3. Award a Professional Services Agreement to Siterep Construction Services, Inc for Inspection Services for an amount not-to-exceed $25,200 and authorize the City Manager to execute the contract.

4. CC 9. Agreement between Covina and Irwindale Employees Regarding Cooperative Dispatching Services
207
Staff Recommendation:

Approve Agreement between Covina and Irwindale employees regarding cooperative dispatching services and Authorize the City Manager or his designee execute the agreement.

CC 10. Award of Contract to Siterep Construction Services for the 114 E. Italia Street Restaurant Remodel/Expansion Project – Project No. F2501 217
Staff Recommendation:

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;

1. 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

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be transferred into the General CIP Fund for use towards the 114 E.

Italia Street Restaurant Remodel/Expansion Project; and Authorize a project contingency amount of $33,000 (approximately 20%) for any unforeseen construction expenses.

3. CC 11. Purchase Order Authorization – Demolition Work Related to the City Owned Property Located at 114 E. Italia Street
235
Staff Recommendation:

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

1. 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.

2. CC 12. Carryover of Encumbrances and Continuing Appropriations from Fiscal Year 2023-24 to Fiscal Year 2024-25
239
Staff 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.

CC 13. Request to Cancel the Regular City Council Meeting of October 1, 2024 257 Staff Recommendation:

That the City Council consider cancelling the regular scheduled City Council Meeting of October 1, 2024.

CC 14. Confirm and Approve City Council’s Appointments to the Parks & Recreation Commission and Finance Advisory Commission
259
Staff Recommendation:

Approve the City Council’s appointments to the Parks & Recreation Commission and Finance Advisory Commission.

CC 15. Recognition of Congresswoman Grace F. Napolitano 261 Staff Recommendation:

That the City Council will consider approving a resolution recognizing Congresswoman Grace F. Napolitano.

NEW BUSINESS
NB 1. Covina Irrigating Company – Board of Directors Nominee Selection Process
265
Staff Recommendation:

Nominate Covina Irrigating Company Board of Directors to Represent the City of Covina; and

1. Designate the City Manager or his appointee to represent the City at the Annual Shareholder’s meeting on Thursday, October 24, 2024.

2. ADJOURNMENT
The Covina City Council/Successor Agency to the Covina Redevelopment

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Agency/Covina Public Financing Authority/Covina Housing Authority will adjourn to its next regular meeting of the Council/Agency/Authority scheduled for October 15, 2024, at 6:30 p.m. for closed session and at 7:30 p.m. for open session inside the Council Chamber at City Hall, located at 125 East College Street, Covina, California, 91723.

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CITY OF COVINA AND

SUCCESSOR AGENCY TO THE

COVINA REDEVELOPMENT AGENCY

AGENDA ITEM REPORT
ITEM NO. CC 1
Meeting: September 17, 2024
Title: Payment of Demands
Presented by: Theresa Franke, Interim Director of Finance Recommendation: Approve Payment of Demands in the amount of $8,370,812.67.

EXECUTIVE SUMMARY/BACKGROUND:

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

Accounts Payable Warrants August 16, 2024 – August 29, 2024 CITY checks/EFTs $ 2,152,378.57
CITY payroll $ 1,049,774.46
CITY voids $ -
Worker’s Comp $ 65,660.19
$ 3,267,813.22
SACRA checks/EFTs $ 5,102,779.53
SACRA payroll $ 219.92
$ 5,102,999.45
TOTAL checks/EFTs $ 8,370,812.67
DISCUSSION:

The attached reports have been reviewed by the Interim Director of Finance.

FISCAL IMPACT:

Sufficient funding is available and the related costs are included in the Fiscal Year 23/24 and Fiscal Year 24/25 budgets.

Respectfully submitted,

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CITY OF COVINA
Check Register
Aug 16, 2024 - Aug 29, 2024
Check # Check Date Vendor Name Amount
5970 08/21/2024 1364 HOME DEPOT CREDIT SERVICES 3,154.77 5971 08/19/2024 487 CALIFORNIA PUBLIC EMPLOYEES' 1,050.00 5972 08/21/2024 1620 LA COUNTY TREASURER TAX COLLECTOR 5,102,770.00 5973 08/29/2024 4003 MidAmerica 2,272.17
20859 08/29/2024 788 COVINA, CITY OF 51,107.12
subtotal EFT/wires/direct deposits $ 5,160,354.06
122802 08/22/2024 82 AIR-BREE HEATING 13,870.00
122803 08/22/2024 84 AIRGAS-WEST 406.48
122804 08/22/2024 219 AT&T 67.69
122805 08/22/2024 381 BOOMERANG BLUEPRINT 102.50
122806 08/22/2024 477 STATE OF CA 5,316.00
122807 08/22/2024 477 DEPT OF INDUSTRIAL RELATIONS 675.00 122808 08/22/2024 572 CATHOLIC CHARITIES OF LOS ANGELES 49,521.00 122809 08/22/2024 649 CINTAS CORP #693 633.58
122810 08/22/2024 654 CITRUS CAR WASH 269.91
122811 08/22/2024 700 COLLEY FORD 3,002.34
122812 08/22/2024 783 CITY OF COVINA WATER 238.08
122813 08/22/2024 970 EDISON CO 3,831.22
122814 08/22/2024 1007 ENVISIONWARE, INC. 1,350.00
122815 08/22/2024 1055 FEDEX 8.78
122816 08/22/2024 1156 THE GAS COMPANY 752.42
122817 08/22/2024 1204 GOLDEN STATE WATER COMPANY 83.61 122818 08/22/2024 1235 GRAINGER 312.03
122819 08/22/2024 1277 CYNTHIA ESTRADA HAEBE 1,045.00
122820 08/22/2024 1429 INLAND EMPIRE STAGES 1,587.86
122821 08/22/2024 1615 REGIONAL TAP SERVICE CENTER 100.00 122822 08/22/2024 1646 LANGUAGE LINE SERVICES INC 2.82
122823 08/22/2024 1707 LIEBERT CASSIDY WHITMORE 31,232.15 122824 08/22/2024 1754 LOWE'S COMPANIES INC 605.30
122825 08/22/2024 1933 MISSION LINEN SUPPLY 18.96
122826 08/22/2024 2091 O REILLY AUTO PARTS 546.88
122827 08/22/2024 2329 PUENTE READY MIX INC 1,247.24
122828 08/22/2024 2335 PYRO-COMM SYSTEMS INC 380.00
122829 08/22/2024 2345 QUILL 122.66
122830 08/22/2024 2407 REGIONAL TAP SERVICE CENTER 432.50 122831 08/22/2024 2426 REYNOLDS MOTOR CORP. 100.95
122832 08/22/2024 2619 SGV EXAMINER 1,837.00
122833 08/22/2024 2736 STAPLES BUSINESS ADVANTAGE 424.10 122834 08/22/2024 2855 CHARTER COMMUNICATIONS 247.43
122835 08/22/2024 2926 TYLER TECHNOLOGIES INC. 800.00
122836 08/22/2024 2966 V & V MANUFACTURING 326.29
122837 08/22/2024 3004 VICTORY EXTERMINATING INC 80.00
122838 08/22/2024 3023 VULCAN MATERIALS COMPANY 1,892.76 122839 08/22/2024 3070 WEST COAST ARBORISTS INC 29,720.00 122840 08/22/2024 3102 WILLDAN FINANCIAL SERVICES 3,124.00 122841 08/22/2024 3134 XEROX CORPORATION 745.29
122842 08/22/2024 3163 GENTRY BROTHERS INC 368,049.00
122843 08/22/2024 3729 SUNBELT RENTALS INC 356.18
122844 08/22/2024 3771 BLACK & WHITE EMERGENCY VEHICLES 215.43 122845 08/22/2024 3988 LANDSCAPE WAREHOUSE III 356.95
122846 08/22/2024 4077 INTERWEST CONSULTING GROUP INC 7,800.00 122847 08/22/2024 4201 OFFICE TEAM - A ROBERT HALF COMPANY 8,701.05 Attachment A Page 1 of 3

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CITY OF COVINA
Check Register
Aug 16, 2024 - Aug 29, 2024
Check # Check Date Vendor Name Amount
122848 08/22/2024 4246 FERGUSON WATERWORKS #1083 9,134.52 122849 08/22/2024 4279 BOSS JANITORIAL SERVICES 13,068.45 122850 08/22/2024 4349 Intelli-Tech 43,878.43
122851 08/22/2024 4350 RKA Consulting Group 31,610.00
122852 08/22/2024 4374 ADMINSURE, INC 8,716.96
122853 08/22/2024 4455 FRONTIER 603.05
122854 08/22/2024 4488 WILCOX SUPPLY INC 484.97
122855 08/22/2024 4571 POWER SECURITY GROUP INC 12,122.50 122856 08/22/2024 4582 USABLUEBOOK 757.42
122857 08/22/2024 4650 GOLDEN BELL PRODUCTS, INC. 15,218.25 122858 08/22/2024 4667 Ocean Blue Environmental Services, Inc. 7,388.60 122859 08/22/2024 4682 Evan Brooks Associates, Inc. 7,985.00 122860 08/22/2024 4688 PCAM, LLC 39,214.50
122861 08/22/2024 4764 UniFirst Corporation 112.23
122862 08/22/2024 4766 HASA, INC. 1,713.34
122863 08/22/2024 4817 Weck Analytical Environmental Services, Inc. 288.00 122864 08/22/2024 4833 Michael R. Hillmann 2,080.00
122865 08/22/2024 4871 HARRINGTON INDUSTRIAL PLASTICS, LLC 55.36 122866 08/22/2024 4979 GRBCON, Inc. 7,425.00
122867 08/22/2024 4983 Ad Valorem Records,Inc. 7,665.27 122868 08/22/2024 4996 Green Giant Landscape, Inc. 540,283.05 122869 08/22/2024 5053 ENVIRONMENTAL SCIENCE ASSOCIATES 8,870.00 122870 08/22/2024 5095 LensLock Inc 104,319.65
122871 08/22/2024 5099 CliftonLarsonAllen LLP 9,555.00
122872 08/22/2024 5138 Ricoh USA, Inc. 532.93
122873 08/22/2024 5169 Occupational Health Centers of California 394.00 122874 08/22/2024 5228 ODP BUSINESS SOLUTIONS, LLC 222.81 122875 08/22/2024 5269 CONTROL AIR ENTERPRISES LLC. 6,476.08 122876 08/22/2024 5394 SIERRA PLUMBING & DRAIN CLEANING 500.00 122877 08/22/2024 5437 BORDERLAN INC 1,575.15
122878 08/22/2024 5464 ADVANCE STORES COMPANY INC 63.95 122879 08/22/2024 5575 LINCO PICTURE FRAMING INC 202.51 122880 08/22/2024 99999 OLGA P. CORTEZ 56.62
122881 08/22/2024 99999 THE MCINTYRE COMPANY 4,000.00
122882 08/29/2024 84 AIRGAS-WEST 735.02
122883 08/29/2024 219 AT&T 567.77
122884 08/29/2024 239 AUTOZONE INC 36.36
122885 08/29/2024 254 AZUSA LIGHT & WATER 6,212.44
122886 08/29/2024 457 CA PARKS AND REC SOCIETY 170.00
122887 08/29/2024 568 CAT SPECIALTIES INC 77.18
122888 08/29/2024 700 COLLEY FORD 821.02
122889 08/29/2024 703 UNIQUE PRINTING 1,784.32
122890 08/29/2024 706 COMMERCIAL DOOR METAL SYSTEMS INC 410.00 122891 08/29/2024 734 CONTROL AUTOMATION DESIGN INC 14,309.34 122892 08/29/2024 835 D & D GOLF CARS INC 1,025.33
122893 08/29/2024 849 DAPEER ROSENBLIT & LITVAK LLP 1,429.05 122894 08/29/2024 970 EDISON CO 90,940.61
122895 08/29/2024 1156 THE GAS COMPANY 21.04
122896 08/29/2024 1235 GRAINGER 4,798.33
122897 08/29/2024 1361 HOLLIDAY ROCK CO INC 680.98
122898 08/29/2024 1571 KING BOLT CO 134.00
122899 08/29/2024 1612 LA CNTY DEPT OF PUBLIC WORKS 11,991.77 Attachment A Page 2 of 3

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CITY OF COVINA
Check Register
Aug 16, 2024 - Aug 29, 2024
Check # Check Date Vendor Name Amount
122900 08/29/2024 1792 MANNING & KASS 34,641.08
122901 08/29/2024 1895 MERRIMAC ENERGY GROUP 32,995.82
122902 08/29/2024 2091 O REILLY AUTO PARTS 192.46
122903 08/29/2024 2345 QUILL 173.58
122904 08/29/2024 2719 SPARKLETTS 161.35
122905 08/29/2024 2755 STETSON ENGINEERS INC 3,048.00
122906 08/29/2024 3070 WEST COAST ARBORISTS INC 23,189.40 122907 08/29/2024 3729 SUNBELT RENTALS INC 303.14
122908 08/29/2024 3749 JCL TRAFFIC SERVICES 902.95
122909 08/29/2024 3801 JONES & MAYER 3,624.27
122910 08/29/2024 3988 LANDSCAPE WAREHOUSE III 588.97
122911 08/29/2024 4077 INTERWEST CONSULTING GROUP INC 2,340.00 122912 08/29/2024 4349 Intelli-Tech 4,639.50
122913 08/29/2024 4360 MOORE IACOFANO GOLTSMAN, INC. 5,941.25 122914 08/29/2024 4389 EMPLOY AMERICA 2,580.00
122915 08/29/2024 4455 FRONTIER 109.47
122916 08/29/2024 4719 O.S.T.S. Inc. 1,125.00
122917 08/29/2024 4764 UniFirst Corporation 993.45
122918 08/29/2024 4766 HASA, INC. 1,426.64
122919 08/29/2024 4824 Occu-Med, Ltd. 514.40
122920 08/29/2024 4979 GRBCON, Inc. 209,283.82
122921 08/29/2024 5080 Spohn Ranch, Inc. 69,427.29
122922 08/29/2024 5109 SITEREP CONSTRUCTION SERVICES, INC. 46,472.50 122923 08/29/2024 5280 ALDERMAN & HILGERS LLP 1,854.00
122924 08/29/2024 5291 AMAZON CAPITAL SERVICES, INC 171.47 122925 08/29/2024 5355 CivicPlus LLC 6,195.32
122926 08/29/2024 5464 ADVANCE STORES COMPANY INC 7.60
122927 08/29/2024 5489 EZ RIG CRANE INC 12,854.04
122928 08/29/2024 5504 4 SEASONS ROOFING INC. 24,982.00 122929 08/29/2024 5528 JAKE MARTINEZ 960.00
122930 08/29/2024 5552 AQUA NET INC. 5,427.50
122931 08/29/2024 5562 SIDEPATH INC. 15,906.56
122932 08/29/2024 99999 ALEC COVEY 58.21
122933 08/29/2024 99999 ALICE LEUNG 41.54
122934 08/29/2024 99999 CHONA TULIAO 26.15
122935 08/29/2024 99999 CHRISTINA BRANTUK 57.86
122936 08/29/2024 99999 COVINA VILLAGE, LLC 4,413.60
122937 08/29/2024 99999 DYLAN DIXON 182.62
122938 08/29/2024 99999 FRANK PFIRRMAN 545.54
122939 08/29/2024 99999 IPERMIT 188.24
122940 08/29/2024 99999 KALU NWAKA 170.72
122941 08/29/2024 99999 MELIA HOMES INC 8,231.50
122942 08/29/2024 99999 P.I PROPERTIESLLC 66.09
122943 08/29/2024 99999 PGC BUILDER INC 479.06
122944 08/29/2024 99999 STEVE EIDE 1,950.00
122945 08/29/2024 4255 RELIASTAR LIFE INSURANCE COMPANY 103.48 subtotal checks $ 2,094,804.04
subtotal voids $ -
payroll (08/29/24) $ 1,049,994.38
workers' compensation $ 65,660.19
TOTAL checks/EFTs $ 8,370,812.67
Attachment A Page 3 of 3

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 2
Meeting: September 17, 2024
Title: City of Covina Investment Report for Month Ended August 31, 2024 Presented by: Theresa Franke, Interim Director of Finance Charles Russom, Senior Management Analyst
Recommendation: Receive and File.

EXECUTIVE SUMMARY:

Pursuant to Government Code Section 53600 et seq. and Section 4.0 of the City of Covina’s Investment Policy, a monthly investment report must be provided to the City Council and City Manager, containing detailed information of all securities, investments and monies of the City.

DISCUSSION:

The attached report for the City and Successor Agency reflects the portfolio balances for the month ended August 31, 2024. The report is in conformity with the City’s Investment Policy as well as Government Code 53601. In accordance with the City's Investment Policy, the City Council authorizes staff to continue investing the City's idle funds in similar securities as those presented in these reports attached hereto. There are sufficient funds to meet the pooled expenditure requirements for all City funds for the next 6 months.

FISCAL IMPACT:

None to receive and file.

Respectfully submitted,

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CASH AND INVESTMENT BALANCE 7/31/2024 $96,841,587.25
RECEIPTS 8/1/24-8/31/24 44,747,318.92

DISBURSEMENTS 8/1/24-8/31/24 (47,734,105.76)
CASH AND INVESTMENT BALANCE 8/31/2024 $93,854,800.41

ANALYSIS OF CASH AND INVESTMENT BALANCE - BOOK VALUE
INVESTMENT PORTFOLIO Attachment A-2 $62,508,897.68
LOCAL AGENCY INVESTMENT FUND Attachment A-4 23,543,379.31 TOTAL PUBLIC INVESTMENTS 86,052,276.99
CHECKING / PETTY / STIFEL CASH BALANCES 7,802,523.42
CASH AND INVESTMENT BALANCE 8/31/2024 93,854,800.41
CASH HELD BY BOND TRUSTEES 3,077,739.08
TOTAL CASH AND INVESTMENT / BOND TRUSTEE CASH BALANCE 8/31/2024 $96,932,539.49

CITY OF COVINA INVESTMENT REPORT
FOR THE MONTH ENDED AUGUST 31, 2024
The purpose of this report is to provide readers with the overall cash position of the City. There is sufficient investment liquidity to meet the pooled expenditures of all City’s funds for the next 6 months.

Attachment A -City

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BOOK ACQUISITION MATURITY MARKET

TYPE OF INVESTMENT ISSUER VALUE DATE DATE VALUE
City of Covina:

Drawer & Petty Cash N/A $7,780.12 N/A N/A $7,780.12
General - Checking Account BMO 4,220,887.18 N/A Demand 4,220,887.18 Public Agency Saving - Parking Fines BMO 69,087.24 N/A Demand 69,087.24 Utility Billing Account BMO 38,924.11 N/A Demand 38,924.11 Workers' Compensation - Checking Account BMO 104,523.95 N/A Demand 104,523.95 Payroll - Checking Account BMO 333,395.54 N/A Demand 333,395.54 Money Market BMO 1,048,898.15 N/A Demand 1,048,898.15
AFLAC Flexible Spending Account BMO 17,309.46 N/A Demand 17,309.46 STIFEL Cash Per GL Various 1,961,717.67 Various Various 1,961,717.67 STIFEL Investment Portfolio Various 62,508,897.68 Various Various 62,514,466.91 Local Agency Investment Fund State of California 23,543,379.31 N/A Demand 23,543,379.31 Subtotal (A) $93,854,800.41 $93,860,369.64
Cash Held With 3rd Party Administrator:

TRIP 2017A Covina Wilmington Trust $591.08 N/A Demand $591.08 LA County Loan Agreement U.S. Bank 1,625,007.43 N/A Demand 1,625,007.43 Other Post-Employment Benefits Charles Schwab 1,445,415.94 N/A Demand 1,445,415.94 2021 Taxable Pension Obligation Bonds U.S. Bank 6,724.45 N/A Demand 6,724.45 2019 Wastewater Refunding Bonds U.S. Bank 0.18 N/A Demand 0.18 Subtotal (B) $3,077,739.08 $3,077,739.08
TOTAL (A+B) $96,932,539.49 $96,938,108.72

CITY OF COVINA

CASH AND INVESTMENT SUMMARY
FOR THE MONTH ENDED AUGUST 31, 2024
The purpose of this schedule is to show the total cash and investments held by the City of Covina by account.

S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\24-25\August 2024\August 2024 Investment Report\CITY -ATTACH A-1 Attachment A-1 CITY Page 16 of 296 Exhibit A-2

CITY OF COVINA
Stifel
Investment Portfolio as of
August 2024
Investment Detail as of
August 2024
Issuer
Purchase
Date
Market Price Per
Share Qty
Total Original Cost
Value Coupon CUSIP Maturity Trustee
FEDL Agric MTG CorpMedium Term Note 10/12/22 99.914000 1,000,000 $ 1,000,000.00 5.1000 3134GX4R2 10/28/2025 Stifel FEDL Agric MTG CorpMedium Term Note 06/30/22 93.761000 1,000,000 915,357.70 0.9400 31422XGQ9 10/26/2026 Stifel FEDL Agric MTG Corp -
Medium Term Note 07/02/24 100.214000 1,000,000 1,000,000.00 5.2700 31424WLD2 7/9/2027 Stifel Total Agricultural Mortgage 3,000,000 $ 2,915,357.70
FEDL Farm Credit Bank Bond 02/02/22 98.574000 1,000,000 $ 998,647.01 1.3200 3133ENLU2 1/21/2025 Stifel FEDL Farm Credit Bank Bond 02/02/22 94.583000 1,000,000 996,151.59 1.5000 3133ENKV1 1/13/2027 Stifel Federal Farm Credit Bank Bond 04/07/22 98.368000 1,000,000 1,010,661.76 3.1500 3133EJDV8 3/22/2027 Stifel FEDL Farm Credit Bank Bond 08/12/24 99.978000 1,000,000 1,000,000.00 4.6200 3133ERNS6 8/12/2027 Stifel FEDL Farm Credit Bank Bond 01/10/23 99.819000 1,000,000 1,000,000.00 5.1400 3133EN6C9 1/18/2028 Stifel Total Federal Farm Credit 5,000,000 $ 5,005,460.36
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\24-25\August 2024\August 2024 Investment Report Page 17 of 296 1 Investment Detail as of
August 2024
Issuer
Purchase
Date
Market Price Per
Share Qty
Total Original Cost
Value Coupon CUSIP Maturity Trustee
FEDL Home Loan Bank Bond 06/30/22 98.785000 1,000,000 $ 952,708.25 1.0000 3130AQF40 12/20/2024 Stifel FEDL Home Loan Bank Bond 01/09/23 99.879000 2,000,000 2,000,000.00 5.0000 3130AUGG3 1/24/2025 Stifel FEDL Home Loan Bank Bond 02/21/23 100.005000 1,000,000 1,000,000.00 5.3500 3130AV3C4 3/7/2025 Stifel FEDL Home Loan Bank Bond 02/02/22 98.007000 1,000,000 1,014,665.94 2.6250 3130A6ZQ3 12/12/2025 Stifel FEDL Home Loan Bank Bond 02/13/23 100.011000 1,000,000 1,000,000.00 5.6000 3130AUXK5 3/9/2026 Stifel FEDL Home Loan MTG Corp -
Medium Term Note 04/24/23 99.987000 1,000,000 1,000,000.00 5.1500 3134GYQT2 5/1/2026 Stifel FEDL Home Loan Bank Bond 06/06/23 100.036000 1,000,000 1,000,000.00 5.5000 3130AWD80 6/12/2026 Stifel FEDL Home Loan Bank Bond 04/07/22 98.153000 1,000,000 1,006,053.26 3.0000 3130A2VE3 9/11/2026 Stifel FEDL Home Loan Bank Bond 03/25/24 99.954000 1,000,000 1,000,000.00 5.5000 3130B0LF4 9/21/2026 Stifel

FEDL NATL MTG ASSN
Note 06/07/24 99.646000 1,000,000 1,000,000.00 5.2600 3135GATR2 6/10/2027 Stifel FEDL Home Loan Bank Bond 10/12/22 99.997000 1,000,000 1,000,000.00 5.4100 3130ATN94 10/18/2027 Stifel FEDL Home Loan Bank Bond 10/12/22 99.846000 1,080,000 1,079,730.00 5.5000 3130ATMD6 10/27/2027 Stifel FEDL Home Loan MTG Corp
Medium Term Note 06/01/23 99.939000 1,000,000 1,000,000.00 5.8500 3134GYTL6 12/14/2027 Stifel FEDL Home Loan Bank Bond 02/22/23 100.009000 1,000,000 1,000,000.00 5.3000 3130AV4C3 3/9/2028 Stifel FEDL Home Loan Bank Bond 04/10/23 99.938000 1,000,000 1,000,000.00 5.5000 3130AVMT6 4/28/2028 Stifel FEDL Home Loan MTG CorpPool #WN2479 12/04/23 101.134700 1,000,000 993,437.50 4.9400 3132XGXH4 5/1/2028 Stifel FEDL Home Loan Bank Bond 05/09/23 99.928000 1,000,000 1,000,000.00 5.0500 3130AVZG0 5/15/2028 Stifel FEDL NATL MTG ASSNPool#BSB8718 Balloon 03/05/24 99.827400 1,000,000 986,562.50 4.3800 3140LKVL4 6/1/2028 Stifel FEDL Home Loan MTG Corp -
Medium Term Note 10/23/23 99.919000 1,000,000 1,000,000.00 6.0000 3134H1HY2 10/30/2028 Stifel FEDL Home Loan MTG CorpPOOL#WN2537 04/16/24 101.394000 1,000,000 989,687.50 4.9000 3132XGZB5 12/1/2028 Stifel FEDL Home Loan MTG CorpPool#WN2534 02/16/24 101.084600 1,000,000 997,187.50 4.9000 3132XGY83 12/1/2028 Stifel FEDL Home Loan MTG CorpPOOL#WN2559 4/10/2024 100.771500 1,000,000 979,062.50 4.6000 3132XGZZ2 1/1/2029 Stifel FEDL Home Loan Bank Bond 01/11/24 99.935000 1,000,000 1,000,000.00 5.5000 3130AYFM3 1/12/2029 Stifel FEDL Home Loan Bank Bond 01/29/24 100.007000 1,000,000 1,000,000.00 5.4000 3130AYJX5 1/23/2029 Stifel FEDL Home Loan Bank Bond 01/29/24 100.061000 1,000,000 1,000,000.00 5.3500 3130AYM86 1/24/2029 Stifel FEDL Home Loan MTG Corp -
Medium Term Note 02/12/24 99.875000 1,000,000 1,000,000.00 5.3500 3134H1RV7 2/8/2029 Stifel FEDL Home Loan MTG Corp -
Medium Term Note 02/20/24 99.920000 1,000,000 997,570.00 5.2500 3134H1TX1 2/23/2029 Stifel FEDL Home Loan MTG Corp -
Medium Term Note 02/22/24 100.012000 1,000,000 993,939.00 5.0000 3134H1UK7 2/23/2029 Stifel FEDL Home Loan MTG Corp -
Medium Term Note 03/25/24 99.910000 1,000,000 1,000,000.00 5.6250 3134H1WN9 3/27/2029 Stifel

FEDL NATL MTG ASSN
Note 05/14/24 99.968000 1,000,000 1,000,000.00 5.7500 3135GASM4 5/15/2029 Stifel Tennessee Valley AuthPWR Bond 1995 SER E 06/30/22 102.684000 1,000,000 1,042,449.56 6.7500 880591CJ9 11/1/2025 Stifel FEDL Home Loan Bank Bond 5/29/2024 100.002000 1,000,000 1,000,000.00 6.0000 3130B1ME4 6/4/2029 Stifel Total Federal Home Loan 33,080,000 $ 33,033,053.51
Bank of BarodaNew York NY CD 05/09/23 99.958000 245,000 $ 245,000.00 5.0500 06063HQL0 11/15/2024 Stifel Greenstate Credit UnionNorth Liberty IA SH CTF 05/11/23 100.029000 245,000 245,000.00 5.1500 39573LEA2 11/18/2024 Stifel Oklahoma Fedl CR UNOklahoma City OK CD 11/14/22 99.989000 245,000 245,000.00 5.0000 67886WAB3 11/22/2024 Stifel Tech Credit UnionCrown Point in CD CTF 05/15/23 100.031000 245,000 245,000.00 5.1500 87823TAD0 11/25/2024 Stifel USAlliance FCURye NY SHS CTF 11/14/22 100.024000 245,000 245,000.00 5.0000 90352RCW3 11/29/2024 Stifel Cross River BankTeaneck NJ CD 06/06/23 100.095000 245,000 245,000.00 5.2500 227563CS0 12/16/2024 Stifel Americu CR UNRome NY SHS CTF 06/13/23 100.145000 245,000 245,000.00 5.3500 03065QAP3 12/23/2024 Stifel Keypoint CR UNSan Jose CA SHS CTF 12/13/23 100.000000 245,000 245,000.00 5.4000 49332PAC4 12/27/2024 Stifel S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\24-25\August 2024\August 2024 Investment Report Page 18 of 296 2 Investment Detail as of
August 2024
Issuer
Purchase
Date
Market Price Per
Share Qty
Total Original Cost
Value Coupon CUSIP Maturity Trustee
Jefferson Finl FCUMetirie LA SHS CTF 06/21/23 100.119000 245,000 $ 245,000.00 5.2500 474067CH6 12/30/2024 Stifel Western Alliance BankPhoenix AZ CD 06/26/23 100.087000 245,000 245,000.00 5.2500 95763PPD7 1/7/2025 Stifel Knoxville TVA Employees -
Credit Union 04/13/23 98.932000 249,000 236,275.11 1.9500 499724AL6 1/16/2025 Stifel Live Oak Bkg Co -
Wilmington NC CD 03/03/22 98.697000 249,000 248,751.00 1.8500 538036HW7 2/14/2025 Stifel Corp America Family CUElgin IL CD 02/13/24 100.000000 245,000 245,000.00 5.0000 219873AA4 2/21/2025 Stifel Sound CR UNTacoma WA ShS CTF 02/06/23 100.203000 245,000 245,000.00 5.1000 83616HAC8 2/21/2025 Stifel BMW Bank North America -
Salt Lake City UT CD 03/01/22 98.549000 245,000 245,000.00 1.8000 05580AK37 3/4/2025 Stifel American Express Natl BK -
Salt Lake City UT CD 03/01/22 98.508000 245,000 245,000.00 1.8000 02589ABP6 3/10/2025 Stifel Bethpage FED CR UNBethpage NY SHS CTF 04/29/24 100.362000 245,000 245,000.00 5.2500 08756MAA8 5/13/2025 Stifel NexBank Dallas TX CD 05/09/23 100.134000 245,000 245,000.00 5.0500 653344CD1 5/15/2025 Stifel Centris FEDL CR UNOmaha NE SHS CTF 05/09/23 100.243000 245,000 245,000.00 5.0000 15643VAB8 5/24/2025 Stifel Credit Union of TexasAllen TX SHS CTF 05/11/23 100.103000 245,000 245,000.00 5.1500 22551KAZ5 5/27/2025 Stifel First Choice FEDL CR UNNew Castle PA SHS CTF 05/17/23 100.242000 245,000 245,000.00 5.0000 31949HAA9 5/27/2025 Stifel Lafayette FEDL CR UNRockville MD SHS CTF 11/22/23 100.668000 245,000 245,000.00 5.5500 50625LBP7 5/30/2025 Stifel Barclays Bank DEWilmington DE CD 05/24/22 98.799000 245,000 245,000.00 3.0500 06740KQS9 6/2/2025 Stifel Global Federal CR UNAnchorage AK SHS CTG 06/06/23 100.458000 245,000 245,000.00 5.2000 37892MAL8 6/16/2025 Stifel SCE FCUIrwindale CA SHS CTF 12/13/23 100.315000 245,000 245,000.00 5.0000 78413RAJ6 6/20/2025 Stifel Community West CR UNKentwood MI CD 12/12/22 100.325000 245,000 245,000.00 5.0000 20416JAC8 6/23/2025 Stifel Oregon CMNTY CR UNEugene OR SHS CTF 06/16/23 100.458000 245,000 245,000.00 5.1500 68584JAE9 6/23/2025 Stifel BMO Harris Bank NAChicago IL CD 06/23/22 98.873000 245,000 245,000.00 3.2000 05600XGK0 6/24/2025 Stifel Liberty Fed CR UNEvansville IN SHS CTF 07/01/23 100.660000 245,000 245,000.00 5.3000 53052LAW9 7/14/2025 Stifel American First CR UNBrea CA SHS CTF 06/30/22 98.903000 245,000 245,000.00 3.2500 02616ABJ7 7/15/2025 Stifel Valley Strong CR UNBakersfield CA SHS CTF 01/04/23 100.017000 245,000 245,000.00 5.1000 920133AL9 7/18/2025 Stifel Technology CR UNSan Jose CA SH CTF 01/09/23 100.069000 245,000 245,000.00 5.1000 87868YAH6 7/21/2025 Stifel TTCU Federal CR UnionTulsa OK CD 07/10/23 100.748000 245,000 245,000.00 5.3500 89854LAE3 7/25/2025 Stifel Communitywide FEDL CR UNSouth Bend IN SHS CTF 08/04/23 100.833000 245,000 245,000.00 5.2000 20416TBD3 8/29/2025 Stifel Flagstar Bank NA -
Hicksville NY CD 06/06/24 100.906000 245,000 245,000.00 5.3000 33847GHY1 9/12/2025 Stifel First Bank -
Hamilton NJ CD 06/06/24 100.775000 245,000 245,000.00 5.1500 319137CJ2 9/18/2025 Stifel Washington State BankWashington IA CD 4/2/2024 100.692000 245,000 245,000.00 5.0000 93974LAG5 10/9/2025 Stifel First Natl Bank of AmerEast Lansing MI CE 05/16/22 98.430000 245,000 245,000.00 3.0000 32110YXE0 11/28/2025 Stifel Advantage FEDL CR UNRochester NY SHS CTF 08/24/23 101.334000 245,000 245,000.00 5.3000 00790JAD4 12/31/2025 Stifel Southwest Heritage CUOdessa TX SHS CTF 06/26/23 101.100000 245,000 245,000.00 5.1000 84503PAF7 1/7/2026 Stifel Jovia FINL FEDL CR UN -
Westbury NY CD 7/2/2024 101.026000 245,000 245,000.00 5.0000 48115LAL8 1/20/2026 Stifel Marine FEDL CR UNJacksonvill NC SHS CTF 08/27/24 100.198000 245,000 245,000.00 4.3500 56824JBB9 2/27/2026 Stifel Truliant FEDL CR UNWinston Salem NC SHS CTF 03/09/23 101.438000 245,000 245,000.00 5.1500 89789AAH0 3/23/2026 Stifel Ally Bank -
Midvale UT CD 04/27/22 97.904000 245,000 245,000.00 2.8500 02007GQQ9 5/5/2026 Stifel S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\24-25\August 2024\August 2024 Investment Report Page 19 of 296 3 Investment Detail as of
August 2024
Issuer
Purchase
Date
Market Price Per
Share Qty
Total Original Cost
Value Coupon CUSIP Maturity Trustee
Morgan Stanley PVT BK NA -
Purchase NY CD 05/14/24 101.495000 245,000 $ 245,000.00 5.0500 61768E3X9 5/22/2026 Stifel Global FED CR UN -
Anchorage AK SHS CTF 05/14/24 101.586000 245,000 245,000.00 5.0500 37892MAP9 5/29/2026 Stifel JPMorgan Chase Bank NAColumbus OH CD 06/20/24 100.430000 245,000 245,000.00 5.4000 46657VCG3 6/25/2026 Stifel Inspire FEDL CR UNBristol PA SHS CTF 06/29/23 101.643000 245,000 245,000.00 5.0000 457731AQ0 6/30/2026 Stifel GESA CR UNRichland WA CD 07/19/23 102.225000 245,000 245,000.00 5.2500 37424PAH7 7/31/2026 Stifel Pima FEDL CR UNTucson AZ SHS CTF 08/02/23 102.406000 245,000 245,000.00 5.3000 722000AC0 8/17/2026 Stifel Signature Federal Cred U 08/16/23 102.465000 245,000 245,000.00 5.3000 82671DAG2 8/28/2026 Stifel KodabankDrayton ND CD 03/09/23 101.969000 245,000 245,000.00 5.0000 50007DAC3 9/22/2026 Stifel First NATL BankDamariscotta ME CD 03/09/23 101.972000 245,000 245,000.00 5.0000 32117BFR4 9/23/2026 Stifel Austin Telco Fed CR UNAustin TX SHS CTF 11/14/22 102.283000 245,000 245,000.00 5.0500 052392CC9 11/27/2026 Stifel Baxter CR UNVernon Hills IL SHS CTF 11/14/22 102.198000 245,000 245,000.00 5.0000 07181JAV6 11/30/2026 Stifel First Foundation Bank -
Irvine CA CD 06/05/24 102.220000 245,000 245,000.00 5.0625 32026U5X0 12/14/2026 Stifel All in FED CR UnionDaleville AL SHS CTF 12/07/22 101.042000 245,000 245,000.00 4.4500 01664MAA4 12/21/2026 Stifel State Bank of India -
New York NY CD 02/01/22 94.868000 245,000 245,000.00 1.7500 856285G21 2/9/2027 Stifel Pentagon Federal CR UN -
Tysons Corner VA 02/02/22 94.698000 245,000 245,000.00 1.7000 70962LBE1 2/18/2027 Stifel Sallie Mae Bank -
Salt Lake City UT CD 02/16/22 95.853000 245,000 245,000.00 2.2000 795451BH5 2/23/2027 Stifel Beal Bank -
Las Vegas NV CD 03/01/22 95.479000 245,000 245,000.00 2.0500 07371CK81 3/3/2027 Stifel Beal Bank -
Plano TX CD 03/01/22 95.479000 245,000 245,000.00 2.0500 07371AZQ9 3/3/2027 Stifel Medallion Bank -
Salt Lake City UT CD 03/01/22 95.436000 245,000 245,000.00 2.0500 58404DNG2 3/8/2027 Stifel Cpital One Bank USA NA -
Glen Allen VA CD 04/07/22 96.915000 245,000 245,000.00 2.7000 14042TFJ1 4/13/2027 Stifel Synchrony Bank -
Draper UT CD 04/07/22 96.913000 245,000 245,000.00 2.7000 87165FK45 4/14/2027 Stifel Capital One NA -
Mclean VA CD 04/27/22 97.733000 245,000 245,000.00 3.0500 14042RRA1 5/4/2027 Stifel Goldman Sachs Bank USA -
New York NY CD 04/27/22 97.723000 245,000 245,000.00 3.0500 38149M6Y4 5/11/2027 Stifel Toyota Finl Svgs BankHenderson NV CD 05/09/22 98.095000 245,000 245,000.00 3.2000 89235MNH0 5/17/2027 Stifel Morgan Stanley Bank NASalt Lake City UT CD 05/16/22 98.221000 245,000 245,000.00 3.2500 61690UJ68 5/19/2027 Stifel Morgan Stanley PVT BK NAPurchase NY CD 05/16/22 98.221000 245,000 245,000.00 3.2500 61768EJR5 5/19/2027 Stifel Discover BankGreenwood DE CD 05/20/22 98.088000 245,000 245,000.00 3.2000 254673E36 5/24/2027 Stifel Credit Union New Jersey -
Ewing NJ SHS CTF 06/25/24 100.693000 245,000 245,000.00 5.4611 22552BAA9 7/9/2027 Stifel Workers FEDL Credit UNLittleton MA SHS CTF 08/27/24 100.283000 245,000 245,000.00 4.0000 98138MCK4 8/30/2027 Stifel Rogue Credit UnionMedford OR SHS CTF 11/14/22 100.080000 245,000 245,000.00 5.2000 77535MAE3 11/26/2027 Stifel Ideal Credit UnionWoodbury MN SHS CTF 12/07/22 101.921000 245,000 245,000.00 4.5000 45157PAZ3 12/29/2027 Stifel Alliant Credit UnionChicago IL SHS CTF 12/20/22 103.018000 245,000 245,000.00 4.8500 01882MAA0 12/30/2027 Stifel Cornerstone BankFargo ND CD 05/01/23 100.892000 245,000 245,000.00 - 219232CR4 5/10/2028 Stifel Connexus Credit UnionWausau WI SHS CTF 06/05/23 100.053000 245,000 245,000.00 5.4000 20825WBN9 6/15/2028 Stifel First FEDL S&L ASSN -
Lakewood OH CD 06/20/24 101.167000 245,000 245,000.00 5.3589 32023HBV9 6/28/2028 Stifel S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\24-25\August 2024\August 2024 Investment Report Page 20 of 296 4 Investment Detail as of
August 2024
Issuer
Purchase
Date
Market Price Per
Share Qty
Total Original Cost
Value Coupon CUSIP Maturity Trustee
CY Fair FCUHouston TX SHS CTF 06/26/23 101.225000 245,000 $ 245,000.00 5.3000 23248UAC1 7/14/2028 Stifel Numerica Credit UnionSpokane VLY WA SHS CTF 07/12/23 104.512000 245,000 245,000.00 5.1000 67054NBK8 7/31/2028 Stifel GHS FED CR UNBinghamton NY SHS CTF 08/02/23 100.792000 245,000 245,000.00 5.6000 36266LAB2 8/17/2028 Stifel Tucson FEDL CR UNTucson AZ CD 09/01/23 104.273000 245,000 245,000.00 5.0000 898812AC6 9/8/2028 Stifel Money One FCULargo MD SHS CTF 09/01/23 104.293000 245,000 245,000.00 5.0000 60936TAL3 9/14/2028 Stifel Dannemora FED CR UNPlattsburgh NY CD 12/20/23 100.345000 245,000 245,000.00 5.3000 236334AD0 12/28/2028 Stifel Bridgewater Bank -
Bloomington MN CD 06/20/24 100.492000 245,000 245,000.00 5.3500 108622PX3 6/28/2029 Stifel ClearPath FED CR UN -
Burbank CA SHS CTF 07/09/24 100.817000 245,000 245,000.00 5.4000 18507MAD3 7/30/2029 Stifel Altaone FED CR UN -
Ridgecrest CA SHS CTF 8/27/2024 100.000000 245,000 245,000 3.8500 02157RAC1 9/13/2029 Stifel Total Certificates of Deposit 21,568,000 $ 21,555,026.11 62,648,000.00 $ 62,508,897.68
1,961,717.67
Stifel Total Value of Portfolio 62,648,000.00 $ 64,470,615.35 Stifel Cash
Stifel Securities
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\24-25\August 2024\August 2024 Investment Report Page 21 of 296 5 Qty Purch Date Maturity
Date of
Disposition
Share Price at Purchase Date Net Trade Amount
Cost Basis
Value Market Value
Accrued
Interest Issuer CUSIP Held by
08/12/24 8/12/ 10,000 2027 100.000000 1, $ 1, 000,000.00 $ 1,000,000.00 000,000.00 $ FEDL Farm Credit Bank Bond 3133ERNS6 Stifel 2,450 8/27/2024 9/13/2029 100.000000 245,000.00 245,000.00 245,000.00 Altaone FED CR UN -
Ridgecrest CA SHS CTF 02157RAC1 Stifel
2,450 8/27/2024 2/27/2026 100.000000 245,000.00 245,000.00 245,000.00 Marine FEDL CR UNJacksonvill NC SHS CTF 56824JBB9 Stifel 08/27/24 8/30/ 2,450 2027 100.000000 245,000.00 245,000.00 245,000.00 Workers FEDL Credit UNLittleton MA SHS CTF 98138MCK4 Stifel Total 1,735,000.00 $ 1, $ 1,735,000.00 735,000.00 $ -
Qty Purch Date Maturity
Date of
Disposition
Share Price at Sale
/ Maturity Date
Original Cost
Value
Par Value at
Sale/Maturity
Gain / (Loss) on
Sale /
Redemption
Interest
Earnings Since
Purchase Issuer CUSIP Held by
02/05/24 2/9/ 10,000 2029 8/9/2024 100.000000 1, 1, 000,000.00 - 000,000.00 27,500.00 3134H1RR6 Stifel 02/06/23 2/24/ 10,000 2028 8/26/2024 100.000000 1, 1, 000,000.00 - 000,000.00 82,500.00 3130AUTV6 Stifel 05/17/23 5/25/ 10,000 2028 8/26/2024 100.000000 1, 1, 000,000.00 - 000,000.00 69,222.22 3130AW5P1 Stifel 06/23/22 8/30/ 2,450 2024 8/30/2024 100.000000 245,000.00 - 245,000.00 17,011.73 87164DTM2 Stifel Total 3,245,000.00 $ 3, $ - 245,000.00 $ $ 196,233.95
Period Interest Revenue
Previous Month $239,956.41Previous 12 mos. $2,707,179.68

CITY OF COVINA
Investment Transaction Summary
for the Month Ended August 31, 2024
Purchased Investments
Net Revenue Analysis - for Period Ending August 31, 2024 Sold/Matured Investments

Page 22 of 296 ends

Local Agency Investment Fund
P.O. Box 942809
Sacramento, CA 94209-0001
(916) 653-3001
September 11, 2024
LAIF Home
PMIA Average Monthly
Yields

CITY OF COVINA

CITY TREASURER
125 E. COLLEGE STREET
COVINA, CA 91723-2199
Account Number: 98-19-219
August 2024 Statement
Tran Type Definitions
Effective
Date
Transaction
Date
Tran
Type Confirm
Number
Web
Confirm
Number Authorized Caller Amount
8/16/2024 8/15/2024 RD 1758645 1719159 THERESA FRANKE 10,100,000.00 8/19/2024 8/19/2024 RD 1758674 1719193 THERESA FRANKE 1,400,000.00 8/20/2024 8/20/2024 RW 1758732 1719254 THERESA FRANKE -5,100,000.00 8/28/2024 8/27/2024 RW 1758951 1719478 THERESA FRANKE -2,000,000.00 Account Summary
Total Deposit: 11,500,000.00 Beginning Balance: 19,143,379.31 Total Withdrawal: -7,100,000.00 Ending Balance: 23,543,379.31 9/11/24, 1:25 PM LAIF Regular Monthly Statement
https://laifms.treasurer.ca.gov/RegularStatement.aspx 1/1 Attachment A-4 City

Page 23 of 296 ends

Statement Total
Balance Percentage
Cash Balances $7,802,523 8.05%
Local Agency Investment Fund 23,543,379 24.29%
Treasury / Agency 40,953,872 42.25%
Certificate of Deposits 21,555,026 22.24%
Funds Held by Bond Trustees 3,077,739 3.18%
Total $96,932,539 100.00%

CITY OF COVINA
Cash & Investment Holdings by Type as of August 31, 2024 *Average Investment coupon rate: 4.62% (based on weighted average of Original Cost Value) Cash Balances, 8.05%
Local Agency Investment
Fund, 24.29%
Treasury / Agency, 42.25%
Certificate of Deposits,

22.24%
Funds Held by Bond
Trustees, 3.18%

HOLDINGS BY TYPE
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\24-25\August 2024\Investment Holdings by Sector - August 24 Attachment A-5 City

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CASH AND INVESTMENT BALANCE 7/31/2024 $5,738,638.90
RECEIPTS 8/1/24-8/31/24 0.00

DISBURSEMENTS 8/1/24-8/31/24 (5,100,000.00)
CASH AND INVESTMENT BALANCE 8/31/2024 $638,638.90

ANALYSIS OF CASH AND INVESTMENT BALANCE
CHECKING ACCOUNT $73,817.64
LOCAL AGENCY INVESTMENT FUND Attachment A-6 564,821.26
AVAILABLE CASH BALANCES $638,638.90
CASH HELD BY BOND TRUSTEES 0.00
TOTAL CASH AND INVESTMENT / BOND TRUSTEE CASH BALANC 8/31/2024 $638,638.90 FOR THE MONTH ENDED AUGUST 31, 2024
The purpose of this report is to provide readers with the overall cash position of the Successor Agency to the Covina Redevelopment Agency (Agency). There is sufficient investment liquidity to meet the pooled expenditures of all Agency's funds for the next 6 months.

SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY INVESTMENT REPORT Attachment A- Agency

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BANK ACQUISITION MARKET

TYPE OF INVESTMENT ISSUER VALUE DATE DATE VALUE
Successor Agency to the Covina Redevelopment Agency:Checking Account BMO $73,817.64 N/A Demand $73,817.64Local Agency Investment Fund State of California 564,821.26 Demand 564,821.26 Subtotal (A) $638,638.90 $638,638.90
Cash Held With 3rd Party Administrator:(1) 2013 Series A Tax Allocation Bonds U.S. Bank* $0.0 N/A Demand ($0.00) Fiscal Agent: U.S. Bank(2) 2014 Series A Tax Allocation Bonds U.S. Bank* 0.00 N/A Demand 0.00 Fiscal Agent: U.S. Bank(3) 2004 Series B Tax Allocation Bonds U.S. Bank* 0.00 N/A Demand 0.00 Fiscal Agent: U.S. Bank Subtotal (B) ($0.00) ($0.00)
TOTAL (A+B) $638,638.90 $638,638.90
* Formerly BNY Mellon

SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY

CASH AND INVESTMENT SUMMARY
FOR THE MONTH ENDED AUGUST 31, 2024
The purpose of this schedule is to show the total cash and investments held by the Successor Agency to the Covina Redevelopment Agency by account.

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Local Agency Investment Fund
P.O. Box 942809
Sacramento, CA 94209-0001
(916) 653-3001
September 11, 2024
LAIF Home
PMIA Average Monthly
Yields

S/A CITY OF COVINA FOR COVINA

REDEVELOPMENT AGENCY

FINANCE DIRECTOR
125 EAST COLLEGE STREET
COVINA, CA 91723-2199
Account Number: 65-19-007
August 2024 Statement
Tran Type Definitions
Account Summary
Total Deposit: 0.00 Beginning Balance: 564,821.26
Total Withdrawal: 0.00 Ending Balance: 564,821.26
9/11/24, 1:24 PM LAIF Regular Monthly Statement
https://laifms.treasurer.ca.gov/RegularStatement.aspx 1/1 Attachment A-6 Agency

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Quarter
Ending City Agency*
8/31/2022 $85,441,323 $3,583,323
8/31/2023 $95,100,810 $3,722,597
8/31/2024. $96,932,539 $638,639

CITY OF COVINA AND SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY Cash and Investments Three Year Comparison as of August 31, 2024 The purpose of this schedule is to show, for comparison purposes, the total cash and investment values for the last 3 years. *Successor Agency to Covina Redevelopment Agency
$0
$10,000,000
$20,000,000
$30,000,000
$40,000,000
$50,000,000
$60,000,000
$70,000,000
$80,000,000
$90,000,000
$100,000,000
8/31/2022 8/31/2023 8/31/2024.
$85,441,323
$95,100,810
$96,932,539
$3,583,323 $3,722,597 $638,639
MONTH ENDING AUGUST 31, 2024
City of Covina & Agency* Total Cash & Investments
Three Year Comparison
City Agency*
sdsdad
S:\Covina_PVT\Finance_PVT\Investments - City & CRA\Monthly Investment Reports\24-25\August 2024\Cash Comparison August 2024 Attachment A-7 City and Agency

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

Bills 38,762,111,485.82 $ 39,291,586,739.00 $ NA
Notes $ 55,200,844,865.61 $ 55,236,928,686.50 $ 364,480,741.50 Federal Agency:

SBA $ 240,366,494.48 $ 245,583,041.80 $ 1,164,809.28
MBS-REMICs $ 1,368,214.04 $ 1,350,447.78 $ 5,968.72
Debentures $ 7,848,894,725.68 $ 7,837,807,600.00 $ 84,163,902.00 Debentures FR $ - $ - $ -
Debentures CL $ 2,050,000,000.00 $ 2,054,902,550.00 $ 25,868,040.00 Discount Notes $ 25,189,108,930.46 $ 25,528,006,150.00 NA Supranational Debentures $ 2,599,568,038.71 $ 2,601,212,350.00 $ 28,168,764.00 Supranational Debentures FR $ - $ - $ -
CDs and YCDs FR $ - $ - $ -
Bank Notes
CDs and YCDs $ 13,350,000,000.00 $ 13,358,112,156.40 $ 225,375,180.58 Commercial Paper $ 9,467,742,041.75 $ 9,590,637,541.71 NA Corporate:

Bonds FR - $ $ - $ -
Bonds $ 842,474,470.22 $ 836,522,823.00 $ 8,086,743.53
Repurchase Agreements $ - $ - $ -
Reverse Repurchase $ - $ - $ -
Time Deposits $ 5,259,000,000.00 $ 5,259,000,000.00 NA
PMIA & GF Loans $ 418,402,000.00 $ 418,402,000.00 NA
TOTAL $ 161,229,881,266.77 $ 162,260,052,086.19 $ 737,314,149.61 Fair Value Including Accrued Interest $ 162,997,366,235.80 Repurchase Agreements, Time Deposits, PMIA & General Fund loans, and Reverse Repurchase agreements are carried at portfolio book value (carrying cost).

State of California
Pooled Money Investment Account
Market Valuation
8/31/2024
Attachment A-8

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 3
Meeting: September 17, 2024
Title: 2024 Conflict of Interest Code Biennial Update
Presented by: Fabian Velez, Chief Deputy City Clerk
Recommendation: Adopt Resolution CC 2024-85.

EXECUTIVE SUMMARY:

Under the Political Reform Act, all public agencies are required to adopt a conflict of interest code designating positions required to file Statement of Economic Interests (Form 700), and assigning disclosure categories specifying the types of interests to be reported. The Form 700 is a public document intended to inform public officials and members of the public about the types off financial interests that may create conflicts of interests.

The conflict of interest code must be reviewed every two years to determine if it is accurate and up-to-date, or if it needs to be amended. The Political Reform Act requires the 2024 Conflict of Interest Code Biennial Notice (Attachment A) to be filed with the agency’s code-reviewing body by October 1, 2024.

DISCUSSION:

In accordance with Government Code Section 87306.5, a review has been conducted of the City Conflict of Interest Code applicable to the City Council, the Successor Agency to the Covina redevelopment Agency, the Covina Public Financing Agency and the Covina Housing Authority.

On June 18, 2024, the 2024 Local Biennial Notice form was distributed to the Department Directors for Review.

Upon Review, it was determined that changes to the City’s current Conflict of Interest Code are necessary. It is therefore required that the City amend its Conflict of Interest Code to reflect its current structure. Deletions are noted by strike-through and additions are in boldface type in the current code (Attachment B) for City Council consideration. The following is a breakdown of each amendment:

Department Position Change
Administration Information Technology Coordinator Remove Senior Information Technology Coordinator Remove
Deputy City Manager Add
Finance Deputy Director, Administrative Services - Finance Add Human Resources/Risk
Management
Deputy Director, Administrative Services – Human
Resources
Add
Management Analyst Trainee Add
Community Development Associate Planner Remove
Building Official Remove
City Planner Remove
General Building Inspector I/II Remove
Senior Management Analyst Remove
Senior Housing/CDBG Development Manager Remove
Senior Planner Remove
Deputy Director of Community Development/Building
Official
Add
Planning Manager Add

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Administrative Technician Add
Economic Development Manager Add
Senior Neighborhood Preservation Officer Add
Neighborhood Preservation Officer Add
Parks & Recreation/Library Management Analyst Changing of disclosure catagory
Parks and Recreation Manager Remove
Recreation and Library Services Manager Add
Public Works Parks Maintenance Superintendent Remove
Deputy Director, Public Works – Operations and
Transportation
Add
Deputy Director, Public Works/City Engineer Add
Parks & Building Superintendent Add
Equipment Maintenance Superintendent Add
Records Management Deputy City Clerk/Records Manager Add FISCAL IMPACT:

There is no fiscal impact associated with the updating of the Conflict of Interest Code.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

Not applicable.

Respectfully submitted,

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www.fppc.ca.gov
FPPC Advice: [email protected] (866.275.3772)

Page 1 of 1 ends

2024 Local Agency Biennial Notice
Name of Agency:

Mailing Address:

Contact Person: Phone No.

Email: Alternate Email:

Accurate disclosure is essential to monitor whether officials have conflicts of interest and to help ensure public trust in government. The biennial review examines current programs to ensure that the agency’s code includes disclosure by those agency officials who make or participate in making governmental decisions.

This agency has reviewed its conflict of interest code and has determined that (check one BOX):
 An amendment is required. The following amendments are necessary:
(Check all that apply.)
 Include new positions
 Revise disclosure categories
 Revise the titles of existing positions
 Delete titles of positions that have been abolished and/or positions that no longer make or participate in making governmental decisions
 Other (describe)
 The code is currently under review by the code reviewing body.  No amendment is required. (If your code is over five years old, amendments may be necessary.)
Verification (to be completed if no amendment is required) This agency’s code accurately designates all positions that make or participate in the making of governmental decisions. The disclosure assigned to those positions accurately requires that all investments, business positions, interests in real property, and sources of income that may foreseeably be affected materially by the decisions made by those holding designated positions are reported. The code includes all other provisions required by Government Code Section 87302.
__________________________________________ _________________________ Signature of Chief Executive Officer Date
All agencies must complete and return this notice regardless of how recently your code was approved or amended. Please return this notice no later than October 1, 2024, or by the date specified by your agency, if earlier, to:
(PLACE RETURN ADDRESS OF CODE REVIEWING BODY HERE)
PLEASE DO NOT RETURN THIS FORM TO THE FPPC.

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2024 Conflict of Interest Code Page 1 of 3
2024 REVISIONS

DESIGNATED EMPLOYEES
The positions listed below are designated positions and the individual occupying each position is deemed to make, or participate in the making of, decisions which may have a material effect on a financial interest of that individual. The individuals occupying the designated positions shall disclose their economic interests in accordance with the corresponding disclosure categories, defined in Exhibit B.*

DEPARTMENT POSITION DISCLOSURE

CATEGORIES
Administration
Assistant City Manager 1, 2
Assistant to the City Manager 1, 2
City Attorney (not filing under GC 87200) 1, 2
Information Technology Coordinator 5
Information Technology Services Manager 5
Senior Information Technology Coordinator 5
Deputy City Manager 1, 2
Finance
Accounting Supervisor 1, 4, 6
Director of Administrative Services 1, 2, 4, 6
Finance Director 1, 2, 4, 6
Finance Manager 1, 4, 6
Management Analyst 1, 4, 6
Deputy Director, Administrative Services -
Finance 1, 2, 4, 6
Human Resources/Risk Management
Human Resources Analyst 5
Human Resources Director 5
Human Resources Manager 5
Risk Manager 5
Senior Management Analyst 5
Senior Human Resources Analyst 5
Deputy Director, Administrative Services –
Human Resources 1, 2, 4, 6
Management Analyst Trainee 5
Community Development
Assistant Planner 2, 3, 6
Associate Planner 1, 2, 3
Building Official 3, 5, 6
City Planner 1, 2, 3
Director of Community Development 1, 2, 3
General Building Inspector I/II 3, 6
Management Analyst 2, 3, 6
*This Conflict of Interest Code does not require the reporting of gifts from outside this agency’s jurisdiction if the source does not have some connection with or bearing upon the functions of the position.

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2024 Conflict of Interest Code Page 2 of 3
Community Development Continued
Senior Management Analyst 2, 3, 6
Planning Technician 2, 3, 6
Senior Housing/CDBG Development Manager 2, 3, 5
Senior Planner 1, 2, 3
Deputy Director of Community
Development/Building Official 3, 5, 6
Planning Manager 1, 2, 3
Administrative Technician 2, 3, 6
Economic Development Manager 1, 2, 3
Senior Neighborhood Preservation Officer 2, 3, 6
Neighborhood Preservation Officer 2, 3, 6
Parks & Recreation/Library
Director of Parks & Recreation and Library
Services 1
Library Services Supervisor 5
Management Analyst 1 5
Parks and Recreation Manager 1
Parks and Recreation Supervisor 5
Recreation Coordinator 5
Recreation and Library Services Manager 1
Police
Police Captain 5
Police Chief 5
Police Lieutenant 5
Public Works
Assistant Civil Engineer 5, 6
Assistant Public Works Director 2, 3, 5
Associate Civil Engineer 2, 3, 5, 6
City Engineer 1, 2
Environmental Services Manager 5
Equipment Maintenance Supervisor 5
Management Analyst 5
Parks Maintenance Superintendent 5
Public Works Director 1, 2
Public Works Manager 5
Senior Equipment Mechanic 5
Senior Maintenance Foreman 5
Senior Management Analyst 5
Street/Sewer Superintendent 5
Water Distribution Supervisor 5
Water Utility Superintendent 5
Water Systems Supervisor 5
Deputy Director, Public Works – Operations
and Transportation 5
Deputy Director, Public Works/City Engineer 5
Parks & Building Superintendent 5

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2024 Conflict of Interest Code Page 3 of 3
Equipment Maintenance Superintendent 5
Records Management
Chief Deputy City Clerk 5
City Clerk 5
Deputy City Clerk 5
Deputy City Clerk/Records Manager 5
Members of Board and Commissions
Finance Advisory Commission 1, 2
Library Board of Trustees 1, 2
Parks and Recreation Commission 1, 2
Traffic and Parking Advisory Commission 1, 2

DEPARTMENT POSITION DISCLOSURE

CATEGORIES
Other
Consultants and New Positions *
*Consultants shall be defined as and disclose their economic interests in accordance with the corresponding disclosure categories as defined in Exhibit B.

ARTICLE II FILERS
Government Code Section 87200 et seq. [Regs. § 18700.3(b)] The Mayor and City Councilmembers (also serve as the Successor Agency to the Covina Redevelopment Agency, Covina Public Financing Authority, and the Covina Housing Authority), Planning Commission, the City Manager, the City Attorney, and the City Treasurer, are NOT included as “designated positions” as the disclosure obligations for these positions are set forth by Government Code Section 87200, et seq. Listed below for reference are their disclosure categories.

POSITION DISCLOSURE CATEGORY
Mayor and City Councilmembers Reference GC 87200-87210
Planning Commissioners Reference GC 87200-87210
City Manager Reference GC 87200-87210
City Attorney Reference GC 87200-87210
City Treasurer Reference GC 87200-87210

OFFICIALS WHO MANAGE PUBLIC INVESTMENTS
Government Code Section 87200 et seq. [Regs. § 18700.3(b)(1)] It has been determined that the positions listed below are Other City Officials Who Manage Public Investments. Listed below for reference are their disclosure categories.

POSITION DISCLOSURE CATEGORY
Finance Director Reference GC 87200-87210
Financial Consultant Reference GC 87200-87210

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RESOLUTION CC 2024-85

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

CALIFORNIA, AMENDING THE CITY OF COVINA CONFLICT OF
INTEREST CODE AND RESCINDING RESOLUTION CC 2022-83
WHEREAS, the Covina City Council previously adopted Resolution CC 2022-83, adopting by reference the model Conflict of Interest Code set for in Section 18730 of the California Code of Regulations; and
WHEREAS, the City Council desires to add positions that must be designated; revise the titles of existing positions; revise the disclosure categories of existing positions; and delete titles of positions that have been abolished and/or positions that no longer make or participate in making governmental decisions.

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

SECTION 1. Any resolutions in conflict with this resolution are hereby rescinded and repealed.

SECTION 2. The Political Reform Act, Government Code Section §81000, et seq., requires State and local government agencies to adopt and promulgate conflict of interest codes.

The Fair Political Practices Commission has adopted a regulation, 2 Cal. Code of Regs. Section 18730, which contains the terms of a standard Conflict of Interest Code, which can be incorporated by reference and which may be amended by the Fair Political Practices Commission to conform to amendments in the Political Reform Act after public notice and hearings. Therefore, the terms of 2 Cal. Code of Regs. Section 18730 and any amendments thereto duly adopted by the Fair Political Practices Commission are hereby incorporated by reference and, along with the attached Exhibit A in which public officials and employees are designated and Exhibit B in which disclosure categories are set forth, constitute the Conflict of Interest Code of the City of Covina, which is considered the “agency” within the purview of this code.

SECTION 3. Designated employees and officials who manage public investments shall file their statements with the Chief Deputy City Clerk, who shall be and perform the duties of filing officer for the City of Covina. Statements will be available for inspection and reproduction pursuant to Government Code Section 81008. Statements for all designated employees and officials who manage public investments will be retained by the Chief Deputy City Clerk.

SECTION 4. Exhibit A (Listing Government Code Section 87200 et seq. [Regs §18730(b)(3)] Article II Filers, Officials Who Manage Public Investments and Designated Employees and their disclosure categories) attached hereto amends and supersedes all previous versions of this attachment to the City’s Conflict of Interest Code.

SECTION 5. Exhibit B (Explanation of disclosure categories) amends and supersedes all previous versions of this attachment to the City’s Conflict of Interest Code.

SECTION 6. The City Clerk shall certify to the passage and adoption of this resolution

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ATTACHMENT C
Resolution CC 2024-85 Page 2 of 2
and shall enter the same in the Book of Original Resolutions.

SECTION 7. The City Clerk is hereby directed to forward a copy of this resolution to the Human Resources Manager of the City.

APPROVED and PASSED this 17th day of September, 2024.

City of Covina, California
BY:

JOHN C. KING, Mayor
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 2024-85 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

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2024 Conflict of Interest Code Page 1 of 3
2024 REVISIONS

DEPARTMENT POSITION DISCLOSURE

CATEGORIES
Administration
Assistant City Manager 1, 2
Assistant to the City Manager 1, 2
City Attorney (not filing under GC 87200) 1, 2
Deputy City Manager 1, 2
Information Technology Services Manager 5

Finance
Accounting Supervisor 1, 4, 6
Deputy Director, Administrative Services -
Finance 1, 2, 4, 6
Director of Administrative Services 1, 2, 4, 6
Finance Director 1, 2, 4, 6
Finance Manager 1, 4, 6
Management Analyst 1, 4, 6

Human Resources/Risk Management
Deputy Director, Administrative Services –
Human Resources 1, 2, 4, 6
Human Resources Analyst 5
Human Resources Director 5
Human Resources Manager 5
Management Analyst Trainee 5
Risk Manager 5
Senior Management Analyst 5
Senior Human Resources Analyst 5

Community Development
Administrative Technician 2, 3, 6
Assistant Planner 2, 3, 6
Deputy Director of Community
Development/Building Official 3, 5, 6
Director of Community Development 1, 2, 3
Economic Development Manager 1, 2, 3
Management Analyst 2, 3, 6
*This Conflict of Interest Code does not require the reporting of gifts from outside this agency’s jurisdiction if the source does not have some connection with or bearing upon the functions of the position.

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2024 Conflict of Interest Code Page 2 of 3
Community Development Continued
Neighborhood Preservation Officer 2, 3, 6
Planning Manager 1, 2, 3
Planning Technician 2, 3, 6
Senior Neighborhood Preservation Officer 2, 3, 6

Parks & Recreation/Library
Director of Parks & Recreation and Library
Services 1
Library Services Supervisor 5
Management Analyst 1 5
Parks and Recreation Supervisor 5
Recreation Coordinator 5
Recreation and Library Services Manager 1

Police
Police Captain 5
Police Chief 5
Police Lieutenant 5

Public Works
Assistant Civil Engineer 5, 6
Assistant Public Works Director 2, 3, 5
Associate Civil Engineer 2, 3, 5, 6
Deputy Director, Public Works/City Engineer 5
Deputy Director, Public Works – Operations and
Transportation 5
City Engineer 1, 2
Environmental Services Manager 5
Equipment Maintenance Superintendent 5
Equipment Maintenance Supervisor 5
Management Analyst 5
Parks & Building Superintendent 5
Public Works Director 1, 2
Public Works Manager 5
Senior Equipment Mechanic 5
Senior Maintenance Foreman 5
Senior Management Analyst 5
Street/Sewer Superintendent 5
Water Distribution Supervisor 5
Water Utility Superintendent 5
Water Systems Supervisor 5

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2024 Conflict of Interest Code Page 3 of 3
Records Management
Chief Deputy City Clerk 5
City Clerk 5
Deputy City Clerk 5
Deputy City Clerk/Records Manager 5

Members of Board and Commissions
Finance Advisory Commission 1, 2
Library Board of Trustees 1, 2
Parks and Recreation Commission 1, 2
Traffic and Parking Advisory Commission 1, 2

DEPARTMENT POSITION DISCLOSURE

CATEGORIES
Other
Consultants and New Positions *

*Consultants shall be defined as and disclose their economic interests in accordance with the corresponding disclosure categories as defined in Exhibit B.

POSITION DISCLOSURE CATEGORY
Finance Director Reference GC 87200-87210
Financial Consultant Reference GC 87200-87210

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Exhibit B

DISCLOSURE CATEGORIES
The disclosure categories listed below identify the types of economic interests that the designated position must disclose for each disclosure category to which he or she is assigned.* Such economic interests are reportable if they are either located in or doing business in the jurisdiction, are planning to do business in the jurisdiction, or have done business during the previous two years in the jurisdiction of the City.

Category 1: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, that are located in, do business in, or own real property within the jurisdiction of the City.

Category 2: All interests in real property which is located in whole or in part within, or not more than two ( 2) miles outside the jurisdiction of the City.

Category 3: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, that are engaged in land development, construction, or the acquisition or sale of real property within the jurisdiction of the City.

Category 4: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, that provide services, products, materials, machinery, vehicles or equipment of a type purchased or leased by the City.

Category 5: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, that provide services, products, materials, machinery, vehicles or equipment of a type purchased or leased by the designated position' s department, unit or division.

Category 6: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, which are subject to the regulatory, permit, or licensing authority ofthe designated position' s department, unit or division.

Consultants: Disclosure Requirements'
Designated Consultants Disclosure Requirements
Consultants who make ( not just All reportable interests in real property in the recommend) governmental decisions, such jurisdiction; reportable income and business as whether to approve a rate, rule, or positions; reportable investments; and regulation, whether to issue, deny, suspend, or reportable gifts, unless the City Manager revoke any permit, license, application, determines in writing that a particular certificate or similar authorization, adopt or consultant is hired to perform a range of duties Resolution CC 2022- 8xhibit B Page 1 of 2

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grant City approval to a plan, design, report, that is limited in scope and thus is not required study, or adopt or grant City approval of to fully comply with the disclosure policies, standards, or guidelines for the City requirements described in the section. 2 or any subdivision thereof.

Consultants who serve in a staff capacity Disclosure required at the same level as a with the City, and in that capacity participate comparable designated position in the same or in making a governmental decision by similar City Department identified elsewhere providing information, an opinion, or a in this Code.
recommendation for the purpose of affecting
the decision without significant intervening
substantive review.

Consultants who perform the same or Disclosure required at the same level as the substantially all the same duties for the City comparable designated position identified that would otherwise be performed by an elsewhere in this Code. individual holding a designated position in the
City' s Conflict of Interest Code.

I
This Conflict of Interest Code does not require the reporting of gifts from outside this agency' s jurisdiction ifthe source does not have some connection with or bearing upon the functions of the position.( Reg. 18730. 1) When the consultant is a corporation or partnership, only individuals who fit into one ofthe three categories of Designated Consultants" must file disclosure statements.

Ifthe City Manager determines in writing that a particular consultant is not required to fully comply with the requisite disclosure requirements, then such written determination shall include a description of the consultant' s duties and, based upon that description, a statement of the extent of disclosure requirements. The City Manager' s determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code.

Resolution CC 2022- 83 Exhibit B Page 2 of 2

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 4
Meeting: September 17, 2024
Title: Approval of the Transfer Agreement between Los Angeles County Flood Control District and City of Covina for the Safe, Clean Water Municipal Program Presented by: Rafael Fajardo, Interim Director of Public Works Recommendation: Adopt Resolution CC 2024-84 authorizing the City Manager to enter into the Transfer Agreement between Los Angeles County Flood Control District and City of Covina for the Safe, Clean Water Municipal Program.

EXECUTIVE SUMMARY/BACKGROUND:

In November 2018, Measure W was passed by Los Angeles County voters. Also known as the Safe, Clean Water ballot measure, Measure W generates funding for the implementation of activities that increase storm water capture and reduce storm water pollution. The first annual parcel tax was collected by LA County for FY 2019-

20. Safe, Clean Water (SCW) Program funds are distributed by LA County as follows: Ten percent (10%) to the Los Angeles County Flood Control District (LACFCD) to fund County-wide education programs as well as administration of the program; fifty percent (50%) to the nine watershed areas to fund regional multi-benefit projects; and forty percent (40%) to municipalities within the LACFCD. Out of the 40% due to municipalities, Covina’s share has been approximately $730,000 per year.

In order for LA County to disburse the 40% that is due to municipalities, each city must execute a Transfer Agreement with LACFCD. The existing Transfer Agreement between the City and LACFCD covered the first four years of the SCW Program. The proposed subsequent Transfer Agreement will cover the next four years, specifically FY 2024-25 through FY 2027-28.

Upon execution of the Transfer Agreement (Attachment A), LACFCD will annually disburse the City’s SCW Program payment. Based on the revenue collected from Covina parcels, it is anticipated the City should receive approximately $730,000 annually to offset storm water related expenses.

DISCUSSION:

The SCW Program collects a special parcel tax of 2.5 cents per square foot of impermeable surface areas on private property within the LACFCD.

SCW Program funds, in accordance with program guidelines, may be used by cities to offset allowable storm water pollution prevention expenditures. In addition, cities must file annual reports and annual plans, hold funds in a separate interest-bearing account, and conduct an audit every three years to be posted on the LACFCD’s publicly accessible website.

Since inception of the SCW Program, Covina has been able to use Program funds to pay for routine street sweeping, catch basin cleaning, storm water education and outreach, waterway testing, and related administration.

The SCW Program has also funded select capital improvements such as catch basin debris screens, and the installation of roadway bioswales to reduce urban runoff pollution.

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Resolution CC 2024-84 (Attachment B) authorizes the City Manager to execute the Transfer Agreement between the City of Covina and the Los Angeles County Flood Control District for the Safe, Clean Water Municipal Program. Upon full execution of the Transfer Agreement, LA County will disperse the respective payments to the City for FY 2024-25 through FY 2027-28.

FISCAL IMPACT:

Execution of the proposed Transfer Agreement will allow the City of Covina to receive approximately $730,000 annually in available Safe, Clean Water Municipal Program funds from LA County’s Measure W. There are no impacts to the General Fund.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

The action is exempt from the provisions of the California Environmental Quality Act (CEQA).

Respectfully submitted,

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TRANSFER AGREEMENT BETWEEN

THE LOS ANGELES COUNTY FLOOD CONTROL DISTRICT AND COVINA AGREEMENT NO. 2024MP19
SAFE, CLEAN WATER PROGRAM – MUNICIPAL PROGRAM
This Transfer Agreement, hereinafter referred to as “Agreement,” is entered into as of by and between the Los Angeles County Flood Control District, hereinafter referred to as "District," and Covina, hereinafter referred to as "Municipality."
WHEREAS, District, pursuant to the Los Angeles Region Safe, Clean Water (SCW) Program ordinance (Chapter 16 of the Los Angeles County Flood Control District Code) and the SCW Program Implementation Ordinance (Chapter 18 of the Los Angeles County Flood Control District Code), administers the SCW Program for the purpose of funding Projects and Programs to increase stormwater and urban runoff capture and reduce stormwater and urban runoff pollution in the District;
WHEREAS, pursuant to Section 16.04.A.2. of the Los Angeles County Flood Control District Code, forty percent (40%) of annual SCW Program tax revenues shall be allocated to Municipalities within the District, in the same proportion as the amount of revenues collected within each Municipality, to be expended by those cities within the cities' respective jurisdictions and by the County within the unincorporated areas that are within the boundaries of the District, for the implementation, operation and maintenance, and administration of Projects and Programs, in accordance with the criteria and procedures established in this Chapters 16 and 18 of the Los Angeles County Flood Control District Code; WHEREAS, pursuant to Section 16.05.A.1. of the Los Angeles County Flood Control District Code, prior to their receipt of SCW Program funds, Municipalities must enter into an agreement with the District to transfer SCW Program funds;
WHEREAS, the County of Los Angeles Board of Supervisors has approved a standard template Agreement, as required by and in accordance with Section 18.09 of the Los Angeles County Flood Control District Code, for the transfer of SCW Program funds to Municipalities.

NOW, THEREFORE, in consideration of the promises, mutual representations, covenants and agreements in this Agreement, the District and the Municipality, each binding itself, its successors and assigns, do mutually promise, covenant, and agree as follows:

I. DEFINITIONS
The definitions set forth in Sections 16.03 and 18.02 of the Los Angeles County Flood Control District Code shall apply to this Agreement. In addition, the following definitions shall also apply:
“Agreement” means this Transfer Agreement, including all exhibits and attachments hereto. “Annual Plan” means the plan referred to in Section 18.09.B.5 of the Code that includes the contents specified in Exhibit A.
"Code" means the Los Angeles County Flood Control District Code. “Days” means calendar days unless otherwise expressly indicated.
“Fiscal Year” means the period of twelve (12) months terminating on June 30 of any year. “Safe Clean Water (SCW) Program Payment” means the Municipality's annual allocation of SCW Program funds as described in Section 16.04.A.2. of the Code disbursed by the District to the Municipality. “Year” means calendar year unless otherwise expressly indicated.

II. PARTYCONTACTS
The District and the Municipality designate the following individuals as the primary points of contact and communication regarding the Municipal Program and the administration and implementation of this Agreement.

Los Angeles County Flood Control District Municipality: Covina Name: Haris Harouny Name:

Address: 900 S Fremont Ave, Alhambra, CA
91803
Address:

Phone: (626) 300-2620 Phone:

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ATTACHMENT A
Email: [email protected] Email:

Either party to this Agreement may change the individual identified as the primary point of contact above by providing written notice of the change to the other party.

III. EXHIBITS INCORPORATED BYREFERENCE
The following exhibits to this Agreement, including any amendments and supplements hereto, are hereby incorporated herein and made a part of this Agreement:

EXHIBITA – ANNUAL PLAN CONTENTS
EXHIBIT B – GENERAL TERMS AND CONDITIONS
EXHIBIT C – NATURE-BASED SOLUTIONS (Best Management Practices) EXHIBIT D – OPERATIONS AND MAINTENANCE GUIDANCE DOCUMENT IV. MUNICIPAL PROGRAM IMPLEMENTATION
A. The Municipality shall annually prepare and submit to the District, anAnnual Plan. The Annual Plan shall be submitted not later than 90-days prior to the start of the Fiscal Year for which the Plan is prepared.

B. The Municipality shall utilize the SCW Program Payments in compliance with Chapters 16 and 18 of the Code.

C. The Municipality shall comply with the terms and conditions in Exhibits B, C, and D, of this Agreement, and all applicable provisions of Chapters 16 and 18 of the Code, specifically including, without limitation, Section 18.06.

V. SCW PROGRAM PAYMENTS TO MUNICIPALITIES
A. SCW Program Payments will generally be available for disbursement by December 31, provided a duly executed transfer agreement is in effect and subject to the Municipality's compliance with the conditions described in paragraph B, below; however the District may, in its discretion, change the date and number of the actual disbursements for any Fiscal Year based on the amount and timing of revenues actually collected by the District.

B. The District shall disburse the Municipality's SCW Program Payment upon satisfaction of the following conditions: (1) the District has received the Annual Progress/Expenditure Report required pursuant to Section

18.06.D of the Code; (2) the District has received Municipality's Annual Plan for that Fiscal Year, and (3) the Municipality has complied with the audit requirements of Section B-6 of Exhibit B.

C. Notwithstanding any other provision of this Agreement, no disbursement shall be made at any time or in any manner that is in violation of or in conflict with federal, state, County laws, policies, or regulations.

D. All disbursements shall be subject to and be made in accordance with the terms and conditions in this Agreement and Chapters 16 and 18 of the Code.

VI. TERM OF AGREEMENT
This Agreement shall expire at the end of the 2027-28 Fiscal Year. The parties shall thereafter enter into a new agreement based on the most recent standard template agreement approved by the Board.

VII. EXECUTION OF AGREEMENT
This Agreement may be executed simultaneously or in any number of counterparts, including both counterparts that are executed manually on paper and counterparts that are in form of electronic records and are executed electronically, whether digital or encrypted, each of which shall be deemed an original and together shall constitute one and the same instrument.

The District and the Municipality hereby agree to regard facsimile/electronic representations of original signatures of authorized officers of each party, when appearing in appropriate places on this Agreement and on any addenda or amendments thereto, delivered or sent via facsimile or electronic mail or other electronic means, as legally sufficient evidence that such original signatures have been affixed to this Agreement and any addenda or amendments thereto such that the parties need not follow up facsimile/electronic transmissions of such documents with subsequent (nonfacsimile/electronic) transmission of “original” versions of such documents.

Further, the District and the Municipality: (i) agree that an electronic signature of any party may be used to authenticate this Agreement or any addenda or amendment thereto, and if used, will have the same force and effect as a manual signature; (ii) acknowledge that if an electronic signature is used, the other party will rely on such signature as binding the party using signature, and (iii) hereby waive any defenses to the enforcement of the terms of this agreement based on the foregoing forms of signature.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

By:

Name:

Title:

Date:

LOS ANGELES COUNTY
FLOOD CONTROL DISTRICT:

By:

Name:

Title:

Date:

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EXHIBIT A–ANNUAL PLAN CONTENTS
A-1. Description of all projects anticipated to be funded using the SCW Program Payment. Include a discussion of how the projects will result in the achievement of one or more SCW Program Goals, including quantitative targets and corresponding metrics for subsequent reporting of all applicable parameters.

A-2. Description of all programs anticipated to be funded using the SCW Program Payment. Include a discussion of how the programs will result in the achievement of one or more SCW Program Goals; including quantitative targets and corresponding metrics for subsequent reporting of all applicable parameters.

A-3. Description of all operation and maintenance activities anticipated to be funded using the SCW Program Payment.

Include a discussion of how those activities will result in the achievement of one or more SCW Program Goals.

Additional operation and maintenance activities, even if funded by other sources, should be referenced to provide an overview of anticipated overall project approach.

A-4. Description of the stakeholder and community outreach/engagement activities anticipated to be funded with the SCW Program Payment, including discussion of how local NGOs or CBOs will be involved, if applicable, and if not, why. Additional outreach/engagement activities, even if funded by other sources, should be referenced to provide an overview of anticipated overall project approach.

A-5. Description of post-construction monitoring for projects completed using the SCW Program Payment. Additional post-construction monitoring activities, even if funded by other sources, should be referenced to provide an overview of anticipated overall project approach.

A-6. Provide the status of any projects that have been awarded (or are seeking award of) Institute for Sustainable Infrastructure (ISI) verification, if applicable.

A-7. Provide the budget for the activities described in provisions A1 throughA-5 SCW Program Payment.

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EXHIBIT B – GENERAL TERMS AND CONDITIONS
B-1. Accounting and Deposit of Funding Disbursement

1. SCW Program Payments distributed to the Municipality shall be held in a separate interest-bearing account and shall not be combined with other funds. Interest earned from each account shall be used by the Municipality only for eligible expenditures consistent with the requirements of the SCW Program.

2. The Municipality shall not be entitled to interest earned on undisbursed SCW Program Payments; interest earned prior to disbursement is property of the District.

3. The Municipality shall operate in accordance with Generally Accepted Accounting Principles (GAAP).

4. The Municipality shall be strictly accountable for all funds, receipts, and disbursements for their SCW Program Payment.

B-2. Acknowledgement of Credit and Signage
The Municipality shall include appropriate acknowledgement of credit to the District’s Safe, Clean Water Program for its support when promoting activities funded with SCW Program funds or using any data and/or information developed SCW Program funds. When the SCW Program Payment is used, in whole or in part, for construction of an infrastructure Project, signage shall be posted in a prominent location at Project site(s) or at the Municipality’s headquarters and shall include the Safe, Clean Water Program color logo and the following disclosure statement: “Funding for this project has been provided in full or in part from the Los Angeles County Flood Control District’s Safe, Clean Water Program.” At a minimum the sign shall be 2’ x 3’ in size. The Municipality shall also include in each of its contracts for work under this Agreement a provision that incorporates the requirements stated within this paragraph.

When the SCW Program Payment is used, in whole or in part, for a scientific study, the Municipality shall include the following statement in the study report: “Funding for this study has been provided in full or in part from the Los Angeles County Flood Control District’s Safe, Clean Water Program.” The Municipality shall also include in each of its contracts for work under this Agreement a provision that incorporates the requirements stated within this paragraph.

B-3. Acquisition of Real Property - Covenant
Any real property acquired in whole or in part with SCW Program funds shall be used for Projects and Programs that are consistent with the SCW Program Goals and with the provisions of Chapter 16 and 18 of the Code.

Any Municipality that acquires the fee title to real property using, in whole or in part, SCW Program funds shall record a document in the office of the Registrar-Recorder/County Clerk containing a covenant not to sell or otherwise convey the real property without the prior express written consent of the District, which consent shall not be unreasonably withheld.

B-4. Amendment
Except as provided in Section II of the Agreement, no amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties. No oral or written understanding or agreement not incorporated in this Agreement is binding on any of the parties.

B-5. Assignment
The Municipality shall not assign this Agreement.

B-6. Audit and Recordkeeping

1. The Municipality shall retain for a period of seven (7) years, all records necessary in accordance with Generally Accepted Accounting Principles to determine the amounts expended, and eligibility of Projects implemented using SCW Program Payments. The Municipality, upon demand by authorized representatives of the District, shall make such records available for examination and review or audit by the District or its authorized representatives. Records shall include accounting records, written policies and procedures, contract files, original estimates, correspondence, change order files, including documentation covering negotiated settlements, invoices, and any other supporting evidence deemed necessary to substantiate charges related to SCW Program Payments and expenditures.

2. The Municipality is responsible for obtaining an independent audit to determine compliance with the terms and conditions of this Agreement and all requirements applicable to the Municipality contained in chapters 16 and 18 of the Code. Municipality shall obtain an independent audit of their SCW Program Payments every three (3) years. Audits shall be funded with Municipal Program funds.

3. Municipality shall file a copy of all audit reports by the ninth (9 ) month from the end of each three (3) year period th
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to detail the preceding three (3) years of expenditures. Audit reports shall be posted on the District’s publicly accessible website. Due date example below.

Every Third Fiscal Year
Fiscal Year Audit Begins Audit Report Due to District
2023-24 7/1/2027 No later than 3/31/2028

4. Upon reasonable advanced request, the Municipality shall permit the Chief Engineer to examine the infrastructure Projects using SCW Program Payments. The Municipality shall permit the authorized District representative, including the Auditor-Controller, to examine, review, audit, and transcribe any and all audit reports, other reports, books, accounts, papers, maps, and other records that relate to the SCW Program Payments. Examination activities are considered District administration of the SCW Program.

5. Expenditures determined by an audit to be in violation of any provision of Chapters 16 or 18 of the Code, or of this Agreement, shall be subject to the enforcement and remedy provisions of Section 18.14 of the Code.

B-7. Availability of Funds
District’s obligation to disburse the SCW Program Payment is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason including, but not limited to, failure to fund allocations necessary for disbursement of the SCW Program Payment, the District shall not be obligated to make any disbursements to the Municipality under this Agreement. This provision shall be construed as a condition precedent to the obligation of the District to make any disbursements under this Agreement. Nothing in this Agreement shall be construed to provide the Municipality with a right of priority for disbursement over any other Municipality. If any disbursements due to the Municipality under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the District that such disbursement will be made to the Municipality when sufficient funds do become available, but this intention is not binding. If this Agreement’s funding for any Fiscal Year is reduced or deleted by order of the Board, the District shall have the option to either cancel this Agreement with no liability occurring to the District or offer an amendment to the Municipality to reflect the reduced amount.

B-8. Choice of Law
The laws of the State of California govern this Agreement.

B-9. Claims
Any claim of the Municipality is limited to the rights, remedies, and claims procedures provided to the Municipality under this Agreement. Municipal expenditures of a SCW Program Payment that involves the District shall utilize a separate and specific agreement to that Project that includes appropriate indemnification superseding that in this Agreement.

B-10. Compliance with SCW Program
The Municipality shall comply with and require its contractors and subcontractors to comply with all provisions of Chapters 16 and 18 of the Code.

B-11. Compliance with Law, Regulations, etc.

The Municipality shall, at all times, comply with and require its contractors and subcontractors to comply with all applicable local, state and federal laws, rules, guidelines, regulations, and requirements.

B-12. Continuous Use of Municipal Projects; Lease or Disposal of Municipal Projects The Municipality shall not abandon, substantially discontinue use of, lease, or dispose of all or a significant part or portion of any Project funded in whole or in part with SCW Program Payments during the useful life (defined as 30 years unless specified otherwise in annual plans and subsequent reports) of the Project without prior written approval of the District.

Such approval may be conditioned as determined to be appropriate by the District, including a condition requiring repayment of a pro rata amount of the SCW Program Payments used to fund the Project together with interest on said amount accruing from the date of lease or disposal of the Project.

B-13. Disputes
Should a dispute arise between the parties, the party asserting the dispute will notify the other parties in writing of the dispute. The parties will then meet and confer within 21 calendar days of the notice in a good faith attempt to resolve the dispute.

If the matter has not been resolved through the process set forth in the preceding paragraph, any party may initiate mediation of the dispute. Mediation will be before a retired judge or mediation service mutually agreeable to the parties.

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All costs of the mediation, including mediator fees, will be paid one-half by the District and one-half by the Municipality.

SCW Program Payments shall not be used to pay for any costs of the mediation.

The parties will attempt to resolve any dispute through the process set forth above before filing any action relating to the dispute in any court of law.

B-14. Final Inspection and Certification of Registered Professional Upon completion of the design phase and before construction of a project, the Municipality shall provide certification by a California Registered Professional (i.e., Professional Civil Engineer, Engineering Geologist) that the design has been completed.

Upon completion of the project, the Municipality shall provide for a final inspection and certification by a California Registered Professional (i.e., Professional Civil Engineer, Engineering Geologist), that the Project has been completed in accordance with submitted final plans and specifications and any modifications thereto and in accordance with this Agreement.

B-15. Force Majeure.

In the event that Municipality is delayed or hindered from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials not related to the price thereof, riots, insurrection, war, or other reasons of a like nature beyond the control of the Municipality, then performance of such acts shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

B-16. Funding Considerations and Exclusions

1. All expenditures of SCW Program Payments by Municipality must comply with the provisions of Chapters 16 and 18 of the Los Angeles County Flood Control District Code, including but not limited to the provisions regarding eligible expenditures contained in Section 16.05.A.2 and the provision regarding ineligible expenditures contained in Section 16.05.A.3.

2. SCW Program Payments shall not be used in connection with any Project implemented as an Enhanced Compliance Action ("ECA") and/or Supplemental Environmental Project ("SEP") as defined by State Water Resources Control Board Office of Enforcement written policies, or any other Project implemented pursuant to the settlement of an enforcement action or to offset monetary penalties imposed by the State Water Resources Control Board, a Regional Water Quality Control Board, or any other regulatory authority; provided, however, that SCW funds may be used for a Project implemented pursuant to a time schedule order ("TSO") issued by the Los Angeles Regional Water Quality Control Board if, at the time the TSO was issued, the Project was included in an approved watershed management program (including enhanced watershed management programs) developed pursuant to the MS4 Permit.

B-17. Indemnification
The Municipality shall indemnify, defend and hold harmless the District, the County of Los Angeles and their elected and appointed officials, agents, and employees from and against any and all liability and expense, including defense costs, legal fees, claims, actions, and causes of action for damages of any nature whatsoever, including but not limited to bodily injury, death, personal injury, or property damage, arising from or in conjunction with: (1) any Project or Program implemented by the Municipality, in whole or in part, with SCW Program Payments or (2) any breach of this Agreement by the Municipality.

B-18. Independent Actor
The Municipality, and its agents and employees, if any, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of the District.

The Municipality shall not contract work with a contractor who is in a period of debarment from any agency within the District. (LACC Chapter 2.202)
B-19. Integration
This is an integrated Agreement. This Agreement is intended to be a full and complete statement of the terms of the agreement between the District and Municipality, and expressly supersedes any and all prior oral or written agreements, covenants, representations and warranties, express or implied, concerning the subject matter of this Agreement.

B-20. Lapsed Funds

1. The Municipality shall be able to carry over uncommitted SCW Program Payments for up to five (5) years from Municipal Program
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the end of the fiscal year in which those funds are transferred from the District to the Municipality.

2. If the Municipality is unable to expend the SCW Program Payment within five (5) years from the end of the fiscal year in which those funds are transferred from the District to the Municipality, then lapsed funding procedures will apply. Lapsed funds are funds that were transferred to the Municipality but were not committed to eligible expenditures by the end of the fifth (5th) fiscal year after the fiscal year in which those funds were transferred from the District.

3. Lapsed funds shall be allocated by the Watershed Area Steering Committee of the respective Watershed Area to a new Project with benefit to that Municipality, if feasible in a reasonable time frame, or otherwise to the Watershed Area.

4. In the event that funds are to lapse, due to circumstances beyond the Municipality’s control, then the Municipality may request an extension of up to twelve (12) months in which to commit the funds to eligible expenditures.

Extension Requests must contain sufficient justification and be submitted to the District in writing no later than three (3) months before the funds are to lapse.

5. The decision to grant an extension is at the sole discretion of the District.

6. Funds still uncommitted to eligible expenditures after an extension is granted will be subject to lapsed funding procedures without exception. Example Below.

Fiscal Year
Transferred
Funds Lapse
After
Extension
Request Due
Commit By
2019-20 6/30/2025 No later than
3/31/2025
No later than
6/30/2026
B-21. Municipal Project Access
Upon reasonable advance request, the Municipality shall ensure that the District or any authorized representative, will have safe and suitable access to the site of any Project implemented by the Municipality in whole or in part with SCW Program Payments at all reasonable times.

B-22. Non-Discrimination
The Municipality agrees to abide by all federal, state, and County laws, regulations, and policies regarding nondiscrimination in employment and equal employment opportunity.

B-23. No Third-Party Rights
The parties to this Agreement do not create rights in, or grant remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation, or undertaking established herein B-24. Notice

1. The Municipality shall notify the District in writing within five (5) working days of the occurrence of the following:
a. Bankruptcy, insolvency, receivership or similar event of the Municipality; or b. Actions taken pursuant to State law in anticipation of filing for bankruptcy.

2. The Municipality shall notify the District within ten (10) working days of any litigation pending or threatened against the Municipality regarding its continued existence, consideration of dissolution, or disincorporation.

3. The Municipality shall notify the District promptly of the following:
a. Any significant deviation from the submitted Annual Plan for the current Fiscal Year, including discussion of any major changes to the scope of funded projects or programs, noteworthy delays in implementation, reduction in benefits or community engagement, and/or modifications that change the SCW Program Goals intended to be accomplished.
b. Discovery of any potential archaeological or historical resource. Should a potential archaeological or historical resource be discovered during construction, the Municipality agrees that all work in the area of the find will cease until a qualified archaeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the District has determined what actions should be taken to protect and preserve the resource. The Municipality agrees to implement appropriate actions as directed by the District. c. Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by District representatives with at least fourteen (14) days’ notice to the District.

B-25. Municipality’s Responsibility for Work
The Municipality shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Municipality shall be responsible for responding to any and all disputes arising out of its contracts for work on the Project.

The District will not mediate disputes between the Municipality and any other entity concerning responsibility for Municipal Program
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performance of work.

B-26. Reporting
The Municipality shall be subject to and comply with all applicable requirements of the District regarding reporting requirements. Municipalities shall report available data through the SCW Reporting Module, once available.

1. Annual Progress/Expenditure Reports. The Municipality shall submit Annual Progress/Expenditure Reports, using a format provided by the District, within six (6) months following the end of the Fiscal Year to the District to detail the activities of the prior year. The Annual Progress/Expenditure Reports shall be posted on the District’s publicly accessible website and on the Municipality’s website. The Annual Progress/Expenditure Report shall include:
a. Amount of funds received;
b. Breakdown of how the SCW Program Payment has been expended; c. Documentation that the SCW Program Payment was used for eligible expenditures in accordance with Chapters 16 and 18 of the Code;
d. Description of activities that have occurred, milestones achieved, and progress made to date, during the applicable reporting period including comparison to the Annual Plan and corresponding metrics; e. Discussion of any existing gaps between what was planned and what was achieved for the prior year, include any lessons learned;
f. Description of the Water Quality Benefits, Water Supply Benefits, and Community Investment Benefits and a summary of how SCW Program Payments have been used to achieve SCW Program Goals for the prior year, including graphical representation of available data and specific metrics to demonstrate the benefits being achieved through the years’ investments.
g. Discussion of alignment with other local, regional, and state efforts, resources, and plans, as applicable. This includes discussion of opportunities for addressing additional SCW Program Goals, leveraging SCW Program Goals, and increasing regional capacity to supplement the SCW Program. h. Additional financial or Project-related information in connection with activity funded in whole or in part using SCW Program Payments as required by the District.
i. Certification from a California Registered Professional (Civil Engineer or Geologist, as appropriate), that projects implemented with SCW Program Payments were conducted in accordance with Chapters 16 and 18 of the Code.
j. Report on annual and total (since inception of program) benefits provided by programs and projects funded by SCW Program Payment. This includes comparisons to annual plans and alignment with corresponding specific quantitative targets and metrics (note that SCW Reporting Module will facilitate calculation of benefits and graphical representation of pertinent data):
i. Annual volume of stormwater captured and treated
ii. Annual volume of stormwater captured and reused
iii. Annual volume of stormwater captured and recharged to a managed aquifer iv. Annual creation, enhancement, or restoration of Community Investment Benefits. If none, discuss considerations explored and reasons to not include.
v. Annual acreage increases in Nature-Based Solutions and claimed level of NBS (with matrix demonstrating determination of good, better, best, as outlined in Exhibit C). If none, discuss considerations explored and reasons to not include.
vi. Annual expenditures providing DAC Benefits. If none, discuss considerations explored and reasons to not include.

2. Documentation of the Community Outreach and Engagement utilized for and/or achieved with the SCW Program Payment described in the Annual Plan Exhibit A. This information must be readily accessible to members of the public.

3. As Needed Information or Reports. The Municipality agrees to promptly provide such reports, data, and information as may be reasonably requested by the District including, but not limited to material necessary or appropriate for evaluation of the SCW Program or to fulfill any reporting requirements of the County, state or federal government.

B-27. Representations, Warranties, and Commitments
The Municipality represents, warrants, and commits as follows:

1. Authorization and Validity. The execution and delivery of this Agreement, including all incorporated documents, by the individual signing on behalf of Municipality, has been duly authorized by the governing body of Municipality, as applicable. This Agreement constitutes a valid and binding obligation of the Municipality, enforceable in accordance with its terms, except as such enforcement may be limited by law.

2. No Violations. The execution, delivery, and performance by the Municipality of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date set forth on the first page hereof, or result in any breach or default under any contract, obligation, indenture, or other instrument Municipal Program
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to which the Municipality is a party or by which the Municipality is bound as of the date set forth on the first page hereof.

3. No Litigation. There are no pending or, to the Municipality’s knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which affect the Municipality's ability to complete the Annual Plan.

4. Solvency. None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of the Municipality. As of the date set forth on the first page hereof, the Municipality is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. The Municipality is able to pay its debts as they become due.

5. Legal Status and Eligibility. The Municipality is duly organized and existing and in good standing under the laws of the State of California. The Municipality shall at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority.

6. Good Standing. The Municipality must demonstrate it has not failed to comply with previous County and/or District audit disallowances within the preceding five years.

B-28. Travel
Any reimbursement for necessary ground transportation and lodging shall be at rates not to exceed those set by the California Department of Human Resources; per diem costs will not be eligible expenses. These rates may be found at http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx. Reimbursement will be at the State travel amounts that are current as of the date costs are incurred by the Municipality. No travel outside the Los Angeles County Flood Control District region shall be reimbursed unless prior written authorization is obtained from the Program Manager.

B-29. Unenforceable Provision
In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

B-30. Withholding of Disbursements and Material Violations Notwithstanding any other provision of this Agreement, the District may withhold all or any portion of the SCW Program Payment for any Fiscal Year in the event that:

1. The Municipality has violated any provision of this Agreement; or

2. The Municipality fails to maintain reasonable progress in achieving SCW Program Goals, following an opportunity to cure.

3. Failure to remain in Good Standing, described in Section B-26 of Exhibit B.

4. Failure to submit annual reports on meeting SCW Program Goals.

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EXHIBIT C – NATURE BASED SOLUTIONS (NBS) BEST MANAGEMENT PRACTICES Municipalities shall consider incorporation of Nature-based solutions (NBS) into their projects. NBS refers to the sustainable management and use of nature for undertaking socio-environmental challenges, including climate change, water security, water pollution, food security, human health, and disaster risk management. As this environmental management practice is increasingly incorporated into projects for the SCW Program, this guidance document may be expanded upon to further quantify NBS practices based on benefits derived from their incorporation on projects.

The SCW Program defines NBS as a Project that utilizes natural processes that slow, detain, infiltrate or filter Stormwater or Urban Runoff. These methods may include relying predominantly on soils and vegetation; increasing the permeability of Impermeable Areas; protecting undeveloped mountains and floodplains; creating and restoring riparian habitat and wetlands; creating rain gardens, bioswales, and parkway basins; enhancing soil through composting, mulching; and, planting trees and vegetation, with preference for native species. NBS may also be designed to provide additional benefits such as sequestering carbon, supporting biodiversity, providing shade, creating and enhancing parks and open space, and improving quality of life for surrounding communities. NBS include Projects that mimic natural processes, such as green streets, spreading grounds and planted areas with water storage capacity. NBS may capture stormwater to improve water quality, collect water for reuse or aquifer recharge, or to support vegetation growth utilizing natural processes.

Municipalities are to include in eachAnnual Progress/Expenditure Report whether and how their project achieves a good, better, or best for each of the 6 NBS methods in accordance with the guidance below. Additionally, Annual Progress/ Expenditure Reports should include discussion on any considerations taken to maximize the class within each method. If at least 3 methods score within a single class, the overall project can be characterized as that class.

Municipalities must attach a copy of the matrix for each project with the good, better, or best column indicated for each method, to facilitate District tracking of methods being utilized.

METHODS GOOD BETTER BEST
Vegetation/Green
Space
Use of climate
appropriate, eco-friendly
vegetation
(groundcover, shrubs, and
trees) / green space 5%-
15% covered by
new climate-appropriate
vegetation
Use of native, climate
appropriate, eco-friendly
vegetation
(groundcover, shrubs, and
trees) / green space 16%-
35% covered by new
native vegetation
Establishment of plant
communities with a
diversity of native
vegetation
(groundcover, shrubs, and
trees) / green space that is
both native and climateappropriate
More than 35% covered by
new native vegetation
Increase of
Permeability
Installation of vegetated
landscape – 25%-49%
paved area removed
Redesign of existing
impermeable surfaces
and/or installation of
permeable surfaces (e.g.
permeable pavement and
infiltration trenches)
Installation of vegetated
landscape – 50%-74%
paved area removed
Improvements of soil health
(e.g., compaction
reduction)
Installation of vegetated
landscape – 75%-100%
paved area removed
Creation of well-connected
and self-sustained natural
landscapes with healthy
soils, permeable surfaces,
and appropriate vegetation
Protection of
Undeveloped
Mountains &
Floodplains
●Preservation of native
vegetation
●Minimal negative impact
to existing drainage
system
●Preservation of native
vegetation
●Installation of new
feature(s) to improve
existing drainage system
●Creation of open green
space
●Installation of features to
improve natural hydrology
Municipal Program
Agreement No.2024MP19

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Creation &
Restoration of
Riparian Habitat &
Wetlands
●Partial restoration of
existing riparian habitat
and wetlands Planting of
climate appropriate
vegetation between 11 and
20 different climate
appropriate or native plant
species newly planted
●No potable water used to
sustain the wetland
●Full restoration of existing
riparian habitat
and wetlands
●Planting of native
vegetation - between 21
and 40 different native
plant species newly
planted
●No potable water used to
sustain the wetland
●Full restoration and
expansion of existing
riparian habitat and
wetlands Planting of plant
communities with a
diversity of native
vegetation – between 41
and 50 different native
plant species newly
planted
●No potable water used to
sustain the wetland
New Landscape
Elements
Elements designed to
capture runoff for other
simple usage (e.g. rain
gardens and cisterns),
capturing the 85th
percentile 24-hour storm
event for at least 50% of
the entire parcel
Elements that design to
capture/redirect runoff and
filter pollution (e.g.
bioswales and parkway
basins), capturing the 85th
percentile 24-hour storm
event from the
entire parcel
Large sized elements that
capture and treat runoff to
supplement or replace
existing water systems
(e.g. wetlands, daylighting
streams, groundwater
infiltration, floodplain
reclamation), capturing the
90th percentile 24-hour
storm event from the entire
parcel and/or capturing offsite runoff
Enhancement of Soil
Use of soil amendments
such as mulch and
compost to retain moisture
in the soil and prevent
erosion
Planting of new climate
appropriate vegetation to
enhance soil organic
matter
Use of soil amendments
such as mulch and
compost that are locally
generated to retain
moisture in the soil, prevent
erosion, and support locally
based composting and
other
soil enhancement
activities
Planting of new native,
climate-appropriate
vegetation to enhance soil
organic matter
Use of soil amendments
such as mulch and
compost that are locally
generated, especially use
of next-generation design
with regenerative
adsorbents (e.g.
woodchips, biochar) to
retain moisture in the soil,
prevent erosion, and
support on-site
composting and other
soil enhancement
activities
Planting of new native,
climate appropriate
vegetation to enhance soil
organic matter
Municipal Program
Agreement No.2024MP19

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EXHIBIT D – OPERATIONS AND MAINTENANCE GUIDANCE DOCUMENT Municipalities shall operate and maintain infrastructure projects for the useful life of the project and are to consider using the following guidance for operations and maintenance for infrastructure projects. Operational maintenance is the care and upkeep of Projects that may require detailed technical knowledge of the Project’s function and design. Project specific operational and maintenance plans shall consider the activities listed below and set forth specific activities and frequencies (not limited to those below) as determined to be appropriate by the Municipalities and best practices, including stakeholder engagement as applicable. Operational maintenance is to be performed by the operator of the Project with a purpose to make the operator aware of the state of readiness of the Project to deliver stormwater and urban runoff benefits.

1. Litter Control
• Regular removal of litter, nonhazardous waste materials, and accumulated debris near planted areas, rock areas, decomposed granite areas, rest areas, fence perimeters, adjoining access roads and driveways, drains, pedestrian trails, viewing stations, shelter houses, and bicycle pathways. • Regular inspection and maintenance of pet waste stations. • Maintaining trash receptacles.
• Removal of trash, debris, and blockages from bioswales. • Inspection and cleaning of trash booms.
• Inspection of weir gates and stop logs to clean debris, as required.

2. Vegetation Maintenance
• Weed control
o Recognition and removal of weeds, such as perennial weeds, morning glory, vine-type weeds, ragweed, and other underground spreading weeds.
o Avoiding activities that result in weed seed germination (e.g. frequent soil cultivation near trees or shrubs).
o Regular removal of weeds from landscape areas, including from berms, painted areas, rock areas, gravel areas, pavement cracks along access roads and driveways, drains, pedestrian trails, viewing stations, park shelters, and bicycle paths.
• Tree and shrubbery trimming and care
o Removal of dead trees and elimination of diseased/damaged growth. o Prevent encroachment of adjacent property and provide vertical clearance. o Inspect for dead or diseased plants regularly.
• Wetland vegetation and landscape maintenance
o Installation and maintenance of hydrophytic and emergent plants in perennially wet and seasonal, intermittent habitats.
o Draining and drawdown of wetland and excessive bulrush removal o Weed and nuisance plant control.
o Removal of aquatic vegetation (e.g. algae and primrose) using appropriate watercraft and harvesting equipment.
o Wildflower and meadow maintenance.
o Grass, sedge, and yarrow management.
o Removal of unwanted hydroseed.

3. Wildlife Management
• Exotic species control.
• Provide habitat management; promote growth of plants at appropriate densities and promote habitat structure for animal species.
• Protect sensitive animal species (e.g. protection during critical life stages including breeding and migration).
• Avoid disturbances to nesting birds.
• Avoid spread of invasive aquatic species.

4. Facility Inspection
• Inspect project sites for rodent and insect infestations on a regular basis. • Inspect for and report graffiti in shelter houses, viewing stations, benches, paving surfaces, walls, fences, and educational and directional signs.
• Inspect facilities for hazardous conditions on roads and trails (e.g. access roads and trails, decomposed granite pathways, and maintenance roads).

Municipal Program
Agreement No.2024MP19

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• Inspect shade structures for structural damage or defacement. • Inspect hardscapes.
• Inspect and maintain interpretive and informational signs. • Inspect site furnishings (e.g. benches, hitching posts, bicycle racks). • Maintain deck areas (e.g. benches, signs, decking surfaces). • Visually inspect weirs and flap gates for damage; grease to prevent locking. • Inspect all structures after major storm events, periodically inspect every 3 months, and operate gates through full cycles to prevent them from locking up.

5. Irrigation System Management
• Ensuring automatic irrigation controllers are functioning properly and providing various plant species with proper amount of water.
o Cycle controller(s) through each station manually and automatically to determine if all facets are functioning properly.
o Inspection should be performed at least monthly.
o Recover, replace, or refasten displaced or damaged valve box covers. o Inspect and repair bubbler heads.
o Repair and replace broken drip lines or emitters causing a loss of water (to prevent ponding and erosion).
o Maintain drip system filters to prevent emitters from clogging. Inspection and cleaning should occur at least monthly.
o Inspect and clean mainline filters, wye strainers, basket filters, and filters at backflow devices twice a year.
o Maintain and check function of the drip system.
• Keeping irrigation control boxes clear of vegetation. • Operating irrigation system to ensure it does not cause excessively wet, waterlogged areas, and slope failure.
• Utilizing infrequent deep watering techniques to encourage deep rooting, drought tolerant plant characteristics to promote a self-sustaining, irrigation free landscape. • Determine watering schedules based on season, weather, variation in plant size, and plant varieties. At least four times a year (e.g. change of season), reschedule controller systems. • Turn off irrigation systems at the controller at the beginning of the rainy season, or when the soil has a high enough moisture content.
• Use moisture sensing devices to determine water penetration in soil.

6. Erosion Management and Control
• Inspect slopes for erosion during each maintenance activity. • Inspect basins for erosion.
• Take corrective measures as needed, including filling eroded surfaces, reinstalling or extending bank protection, and replanting exposed soil.

7. Ongoing Monitoring Activities
• Monitor controllable intake water flow and water elevation. • Examine inflow and outflow structures to ensure devices are functioning properly and are free of obstructions.
• Water quality sampling (quarterly, unless justified otherwise). • Checking telemetry equipment.
• Tracking and reporting inspection and maintenance records.

8. Vector and Nuisance Insect Control
• Monitoring for the presence of vector and nuisance insect species. • Adequate pretreatment of influent wastewater to lessen production of larval mosquitos. • Managing emergent vegetation.
• Using hydraulic control structures to rapidly dewater emergent marsh areas. • Managing flow velocities to reduce propagation of vectors.

Municipal Program
Agreement No.2024MP19

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ATTACHMENT B
RESOLUTION CC 2024-84

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

CALIFORNIA, TO ENTER INTO A TRANSFER AGREEMENT

BETWEEN THE CITY OF COVINA AND THE LOS ANGELES COUNTY

FLOOD CONTROL DISTRICT (DISTRICT) FOR THE SAFE, CLEAN
WATER PROGRAM – MUNICIPAL PROGRAM
WHEREAS, the Safe, Clean Water (SCW) Program, also known as Measure W, was passed by the voters on November 6, 2018; and
WHEREAS, the District, pursuant to the Los Angeles Region Safe, Clean Water (SCW) Program Ordinance (Chapter 16 of the Los Angeles County Flood Control District Code) and the SCW Program Implementation Ordinance (Chapter 18 of the Los Angeles County Flood Control District Code), administers the SCW Program for the purpose of funding Projects and Programs to increase stormwater and urban runoff capture and reduce stormwater and urban runoff pollution in the District; and
WHEREAS, pursuant to Section l6.04.A.2. of the Los Angeles County Flood Control District Code, forty percent (40%) of annual SCW Program tax revenues shall be allocated to Municipalities within the District, in the same proportion as the amount of revenues collected within each Municipality, to be expended by those cities within the cities' respective jurisdictions and by the County within the unincorporated areas that are within the boundaries of the District, for the implementation, operation and maintenance, and administration of Projects and Programs, in accordance with the criteria and procedures established in this Chapters 16 and 18 of the Los Angeles County Flood Control District Code; and
WHEREAS, pursuant to Section 16.05.A.l. of the Los Angeles County Flood Control District Code, prior to their receipt of SCW Program funds, Municipalities must enter into an agreement with the District to transfer SCW Program funds; and WHEREAS, the County of Los Angeles Board of Supervisors has approved a standard template Agreement for the Municipal Program, as required by and in accordance with Section

18.09 of the Los Angeles County Flood Control District Code, for the transfer of SCW Program funds to Municipalities.

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

SECTION 1. The City hereby approves the Transfer Agreement between the City of Covina and Los Angeles County Flood Control District approved by the Los Angeles Board of Supervisors on June 9, 2020.

SECTION 2. The City Council hereby authorizes the City Manager to execute the Transfer Agreement on behalf of the City, substantially in the form attached to the agenda report that accompanied this Resolution.

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Resolution CC 2024-84 Page 2 of 2
SECTION 3. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.

APPROVED and PASSED this 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 2024-84 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

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 5
Meeting: September 17, 2024
Title: Purchase Order Authorization – Purchase of New Trash Receptacles for City Parks Presented by: Rafael M. Fajardo, Interim Director of Public Works/City Engineer Recommendation: Authorize the City Manager, or his designee, to approve a Purchase Order in the amount of $34,959.09 with TreeTop Products, LLC and purchase New Trash Receptacles for City Parks.

EXECUTIVE SUMMARY:

In the continued effort to enhance public park spaces, the Department of Public Works is striving to standardize trash receptacles across all City Parks. During the FY 2024-25 Budget Process, monies from the City’s Environmental Services Fund were approved in the amount of $35,000 per annum over the next three (3) fiscal years to accomplish this task. For fiscal year 2024-25, City staff is proposing to order 54 new trash receptacles to replace units currently situated within Covina Park, Hollenbeck Park and Wingate Park.

DISCUSSION:

Based on recently installed trash receptacles at Banna Park that have proven durable, functional and appealing to the public, the Department of Public Works is planning to use the Banna Park trash receptacle (Attachment A) as a standard for all City Parks and will purchase additional units to replace existing trash receptacles upon City Council approval of a purchase order with TreeTop Products, LLC. Given available funding in FY 2024-25 for this project, City staff will be able to replace 54 antiquated trash receptacles at Covina Park, Hollenbeck Park and Wingate Park with plans to purchase additional replacement units in subsequent fiscal years to ensure all City Parks are eventually outfitted with new trash receptacles.

Informal quotes were obtained to procure new trash receptacles for City Parks and conveyed the following results:

Rank Company Name Location Amount
1 TreeTop Products, LLC Batavia, IL $34,959.09
2 Global Industrial Port Washington, NY $34,963.17
3 Uline Ontario, CA $36,720.00
TreeTop Products, LLC is a part of the Interlocal Purchasing System – Government Purchase Cooperative under TIPS Contract #230301. From this, the City’s formal bid process was not necessary in order to move forward with this purchase.

Upon review of the proposed quotes, City staff recommends that a purchase order be awarded to TreeTop Products, LLC. The City of Covina has previously utilized TreeTop Products, LLC for a variety of park supplies, equipment and recreational products in the past with excellent results.

FISCAL IMPACT:

Funding allocated for the purchase of new trash receptacles to be installed within City Parks was included in the Department of Public Works’ FY 2024-25 Operating Budget as follows:

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Fund Amount Account
Environmental $35,000 6200-5580-54990
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

Not applicable.

Respectfully submitted,

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Treetop Products, LLC
222 State Street
Batavia IL (866) 511-5642
[email protected]
Quote
Account Number - 334541
Estimate # QUOTRE38639
8/21/2024
Customer Ship To
Frank Cisneros
City of Covina
534 North Barranca Ave
Covina CA 91723
(626) 786-8256
Frank Cisneros
City of Covina
534 North Barranca Ave
Covina CA 91723
(626) 786-8256
Item Qty Rate Amount Estimated Lead Time
4ZB4240
Commercial Steel Waste Receptacle/32
Gallon/Rain Bonnet Lid/Portable or Surface
Mount/Black
54 $538.85 $29,097.90 Ships in 1 to 2 Days
Subtotal $29,097.90
Tax Total (%) $2,982.53
Shipping $2,878.66
Total $34,959.09
*Estimated lead time is based on normal fulfillment time of an order at this moment. Orders with large quantities may require additional time. These estimates are subject to change based on the nationwide supply chain issue.

PRICING FOR THIS QUOTE IS LOCKED IN FOR 30 DAYS

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ATTACHMENT A

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 6
Meeting: September 17, 2024
Title: Third Amendment to the Ground Lease between the City of Covina and the Covina Housing Authority for Property Owned by the City Located at the Southeast Corner of the Combined Parcels of 601 E. San Bernardino Road and 534 North Barranca Avenue Presented by: Brian K. Lee, AICP, Director of Community Development Recommendation: Authorize the City Manager/Executive Director to execute the third amendment to the Ground Lease (“Lease”) between the City of Covina (“City”), as landlord, and the Covina Housing Authority (“Authority”), as tenant, in substantially the form attached as Attachment “B” with such changes therein as the City Manager/Executive Director may approve, and all related documents, and to take such actions as they deem necessary or proper to effectuate the purpose of the Lease.

EXECUTIVE SUMMARY:

The City owns certain property consisting of approximately 20,000 square-feet of land located at the southeast corner of the combined parcels of 601 E. San Bernardino Road and 534 N. Barranca Avenue, which is depicted in the Lease (Attachment “A”) as Exhibit “A” (“Property”). On June 21, 2022 the City Council and Housing Authority Board approved a Lease of the Property from the City to the Authority for a proposed future Navigation Center (“Center”). On December 5, 2023, this Lease was amended to extend certain deadlines within the Lease’s attachments in order to provide additional time for review and public feedback. On June 19, 2024, this Lease was amended to extend the rent repayment by five years, resulting in a total of 23 years of prepaid rent under the 55- year Lease. Exhibit “C” to the Lease is a Schedule of Performance, and is proposed to be amended in order to provide more time for due diligence and research to be completed prior to moving construction forward. At future meetings the Authority Board will consider all aspects of the design, construction, maintenance and operation of the proposed Center and involve public outreach and feedback.

DISCUSSION:

The Lease between the City as landlord and the Housing Authority as tenants ends 55 years after the commencement of the Lease. The Lease requires the Authority to pay rent to the City in the amount of $64,000 per year, payable monthly, and subject to annual 3% increases. The obligation to pay rent commences on the earlier of the date when a Navigation Center is completed or the deadline in the Lease for the completion of the Navigation Center, which is currently September 30, 2025, unless the deadline is extended in accordance with the Lease. The Housing Authority is formally requesting that the deadlines within the proposed amendment (“Attachment B”) be extended by amending the Lease in order to provide staff and Council additional time to convene and seek public feedback prior to any construction.

FISCAL IMPACT:

Amending the existing Lease will not produce a financial impact. The financial obligations of the Lease remain unchanged.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

The proposed action of authorizing the City Manager/Executive Director to execute the Lease amendment on behalf of the City and Authority is Categorically Exempt per Section 15332, Class 32, of the State of California

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Environmental Quality Act (“CEQA”) Guidelines because of any future considered development will be infill development consistent with the requirements set forth in CEQA Guidelines Section 15332. The proposed action is also exempt per CEQA Guidelines Section 15061(b)(3) and because this is an administrative activity of government which will not result in direct or indirect physical changes to the environment.

Respectfully submitted,

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-1- ATTACHMENT B
12926-0001\3010208v1.doc

THIRD AMENDMENT TO LEASE
This THIRD AMENDMENT TO GROUND LEASE (this “Third Amendment”) is dated as of September 17, 2024 (the “Effective Date”) and is entered into by and between the CITY OF COVINA, a municipal corporation (“Lessor”), and the COVINA HOUSING AUTHORITY (“Lessee”).

RECITALS
A. The Lessor and Lessee are parties to that certain Ground Lease dated June 21, 2022.

B. The Parties then executed a First Amendment to the Ground Lease on December 5, 2023 and a Second Amendment to the Ground Lease on June 18, 2024.

C. Lessor and Lessee desire to amend the Lease as hereinafter set forth.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows:

1. New Exhibit “C” (Schedule of Performance). Exhibit “C” to the Lease is hereby deleted and the attached new Exhibit “C” is hereby substituted in lieu thereof.

2. Section 3.3 of the Lease is hereby deleted and the following is substituted in lieu therefore:
“3.3 Contingent Secured Construction Loan by Landlord from Prepaid Rent. If Tenant is unable, despite good faith efforts, to obtain adequate grant, conditional grant or forgivable loan funds/financing on or before March 30, 2028 to complete the Improvements, then Landlord hereby commits and covenants to make Tenant a conditional secured grant (or forgivable secured loan) from the rent paid by Tenant to Landlord, up to the entire amount of such rent, to the extent needed to finance the completion of the Improvements. Such construction loan shall be disbursed in increments, not more often that once every thirty days, after receipt of a written draw request from Tenant stating the amount of the disbursement requested and including reasonable evidence of the costs to be paid, and subject to other reasonable construction loan disbursement conditions.

Such loan shall be secured by the Tenant’s interest under this Lease, and shall be evidenced by a promissory note and leasehold deed of trust reasonably acceptable to Landlord. The promissory note shall have an interest rate of three percent (3%) per annum and a maturity date that is the expiration or earlier termination of this Lease, and will provide that the loan principal and accrued interest shall be repaid in annual installments from 100% of the annual “residual receipts” (as defined in the promissory note, but consisting of the amount by which income from the Property exceeds costs of

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-2-
12926-0001\3010208v1.doc
operating the Property and providing services to residents), but that principal outstanding on the maturity date will be forgiven.”

3. Counterparts. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

4. Time of Essence. Time is of the essence of every provision hereof and the new Exhibit C in which time is a factor.

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the date and year first above written.

LESSOR:

CITY OF COVINA
By:

Print Name: _______________________
Title: ______________________________
ATTEST:

City Clerk
LESSEE:`

COVINA HOUSING AUTHORITY
By:

Print Name:

Title:

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12926-0001\3010208v1.doc
EXHIBIT "C"

SCHEDULE OF PERFORMANCE (DEADLINES)

1. September 30, 2027: Construction of new signalized intersection entrance from San Bernardino Road into the City of Covina Public Works Yard (with new surface parking lot).

2. March 30, 2028: Installation of perimeter fencing, modular facilities, administrative facilities, utilities and similar features.

3. September 30, 2028: Completion; begin Navigation Center operations.

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GROUND LEASE
between

CITY OF COVINA,
a California municipal corporation
Landlord")
and

COVINA HOUSING AUTHORITY,
a California public entity
Tenant")
June 21, 2022
I2926- 000I\ 267725I v4. doe

ATTACHMENT A

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TABLE OF CONTENTS
P_aQe

1. ' Lease of Property 1

2. Term of Lease; Possession 1

2. 1 Term I

2. Possession 1

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

3. 1 Rent 2

3. 2 Completion/ Operation of Project by Landlord Using Prepaid Rent 2

3. Contingent Secured Construction Loan by Landlord from Prepaid Rent 2

3. 4 Place for Payment . 3

4. Utilities 3

5. Net Lease 3

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

6. 1 Use of Property 3

6. 2 Hazardous Materials 4

6. 3 Compliance with Applicable Requirements 5

6. 4 Inspection 5

7. Construction and Installation of Improvements 6

7. 1 Improvements 6

7. 2 Construction Contracts 6

7. 3 Review of Plans and Permits 6

7. 4 Compliance with Law and Quality 6
i12926- 000112677251 v4. doc

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TABLE OF CONTENTS ( cont.)
Page

7. 5 Notices ofNonresponsibility 7

7. 6 Mechanics' Liens 7

7. Ownership of Improvements 7

8. Maintenance and Repairs 7

8. 1 Maintenance by Tenant 7

8. 2 Requirements of Governmental Agencies 8

8. 3 Tenant' sDuty to Restore Property 8

8. 4 Landlord' sRights of Entry 9

9. Indemnity and Insurance 9

9. 1 Exculpation of Landlord 9

9. 2 Indemnity 9

9. 3 Liability Insurance 10

9. 4 Broader Coverage; Increase in Insurance Coverage 10

9. 5 Fire and Casualty Insurance 10

9. 6 Specific Perils to Be Insured 11

9. 7 Evidence of Insurance 1 I

9. 8 Additional Insured Status 11

9. Primary Coverage .. 12

9. 10 Notice of Cancellation of Insurance . 12

9. 11 Waiver of Subrogation 12

9. 12 Verification of Coverage ... 12

9. 13 Unavailability of Coverage . 12

9. 14 Self -Insured Retentions - 12
12926- 000112677251 v4. doc

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TABLE OE Ctl« NTENS (cont.)
e

9. 15 Special Risks or ( Circurnsta . . . . . . . . . . .. . ... ...

Intentionally Omitted. ..... a .,.,....,.....,..,..,.,........ ......,.. .,........... ..., ..,,.... 13 l l , Assignment and Subletting ... ... ..................... 13 11, Landlord' s Consent Required ..... ........ ... n . ...,, e..,,.,.... .....,.. ... ,..,,,,,,. ., ....,.... 13

11. 2 Additional Provisions Regarding Assignment and Transfer . ................ .. ....... 13 12, I rieurr kaance of Leasehold l st, ate........ ......... ......... .................. n.,.,,......,,,...,.,..,,..,.,., 1 5

1.2. Tenant' s Right to Encurnber...............

12. 2 Notice to and Service on Mortgagee...

12. 3 Rights of Mortgagee ...... ......... .........

12. 4 Right of Mortgagee to Cure ] fefaults,.„ ...... ... ......... . ........ ,,... .,.,..,,.. ' 1

12. 5 No Merger of Leasehold and Fee Estates .................. ......... 17 12, 6 Mortgagee as Assignee of Lease................. ............ ... ...... . ..... x.......,,,..... 117 12, 7 Mortgagee as Including Subsequent Security Holders.,....,,,

12. 8 Estoppel Certificates by Landlord ....

12.' 9 New Lease to M tgagee ........ .........
15 16
16 17
18 18

12.0 Surrender or Amendment...,,..,. ..„ .............. ... ........ ......... . ........................... 1 g 12,1 Subordination ..... ......... ......... ................. 13, Default and Remedies_ .........

13. 13. 2

13. 3 Landlord' sPerformance of 1" en. ant, sObliga

13. 4 Remedies Cumulative ... ........ .................. .

13. 5 Waiver of Breach ...,,....
2926- 0(X) 1Q67725 I vd. doe
19 19
20 21
21 Page, 478 of 2700

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TABLE OF CONTENTS ( cont.)
Pa2e

14. Miscellaneous 21

14. Tenant' sDuty to Surrender Property 21

14. 2 Holding Over 21

14. 3 Survival 21

14. 4 Force Majeure Delays 22

14. 5 Interest on Overdue Payments 22

14. 6 Attorneys' Fees 22

14. 7 Estoppel Certificates by Tenant 22

14. 8 Limitation on Landlord' sLiability 23

14. 9 Subordination; Attainment; Non -Disturbance 23

14.0 Consents 23

14.1 Reservations by Landlord 24

14.2 Authority 24

14.3 Quiet Enjoyment 24

14.4 Notices 24

14.5 Successors and Assigns 25

14.6 Time ofEssence 25

14.7 Memorandum of Lease; Notice of Affordability Covenants 25

14.8 Counterparts 25

14.9 Partial Invalidity 25

14. 20 Entire Agreement 25

14. 21 Amendments . 25

14. 22 Construction of Lease 26
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TABLE OF CONTENTS ( cont.)

14. 23 Effect of Delivery 26

14. 24 Effect on Landlord Governmental Capacity 26
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TABLE OF EXHIBITS
EXHIBIT "A" DESCRIPTION OF LAND
EXHIBIT "B" SCOPE OF DEVELOPMENT ( DESCRIPTION OF IMPROVEMENTS) EXHIBIT " C" SCHEDULE OF PERFORMANCE
EXHIBIT "D" PERMITTED HAZARDOUS MATERIALS
EXHIBIT " E" FORM OF MEMORANDUM OF GROUND LEASE, AND USE

RESTRICTIONS
EXHIBIT "F" FORM OF NOTICE OF AFFORDABILITY COVENANTS
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GROUND LEASE
THIS GROUND LEASE ( the " Lease") is dated for reference purposes and entered into as of June 21, 2022, by and between the CITY OF COVINA, a California municipal corporation Landlord"), and the COVINA HOUSING AUTHORITY, a California public entity (" Tenant").

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

B. Tenant desires to lease the Property from Landlord, and complete the construction. of the improvements described on Exhibit " 13" ("Improvements" or " Project") in accordance with the schedule ( deadlines„ subject to Force Majeure delays) set forth on. Exhibit " C", and Landlord desires to lease the Property to Tenant, and require Tenant to timely complete the construction of such improvements upon and subject to the terms and conditions set forth in this Lease, and thereafter maintain and operate them as a homeless " navigation center" providing free housing and services to homeless individuals and families who are extremely low income.

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

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

I . Lease of Property.
the Property
Landlord hereby leases the Property to Tenant, and Tenant hereby leases andlord, upon and subject to the terms hereinafter set forth.

2. Terrn of Lease; Possession.

2. 1 Term. The term of this Lease ( the " Term") shall commence on the date hereof and shall continue until the date that is fifty-ive (55) years thereafter; however, the extremely low income affordable housing restrictions herein shall survive the expiration of the Term, and continue until the date that is 55 years after the completion of the Project.

2. Possession. Tenant shall be entitled to take possession of the Property upon the later of (i) the commencement of the Term; or ( ii) when Tenant provides reasonable evidence to Landlord ( such as insurance certificates) that Tenant has obtained and is maintaining the insurance required of Tenant under Section 9 below. Tenant acknowledges that Tenant has inspected the Property and a title report for the Property, and Tenant accepts the Property in its existing condition, " AS iS", without representation or warranty ( express or implied) and subject to all matters of record and all defects and conditions, whether patent or latent, and subject further to all legal requirements such as taxes, assessments, zoning, use permit requirements and 12926 CIi ( 12677251 v4. doc
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building codes, based solely on Tenant' sown inspection, analysis and evaluation and not in reliance on any information provided by or on behalf of Landlord.

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

3. 1 Rent. Commencing on the earlier of: (i) the date on which the Project is completed, or (ii) the deadline for completion of the Project in Exhibit " C" as extended pursuant to Section 14. 4 ifapplicable ( such earlier date being hereinafter referred to as the " Rent Commencement Date"), Tenant shall pay rent to Landlord for the Property at the rate of Sixty Four Thousand Dollars ($ 64, 000.) per year, increased on each anniversary of the Rent Commencement Date by three percent (3%), which shall be prepaid for the first 18 years after the Rent Commencement Date by Tenant prior to the Rent Commencement Date (such prepayment amount being $ 1, 414, 777. 81, which was calculated as a present value amount using a discount rate equal to the current LAIF interest rate that Landlord could obtain by investing such funds), and shall be payable for the period after the 18 year prepayment period in equal monthly installments, on the first business day of each calendar month, without notice, deduction or offset.

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

3. 2 Completion/ Operation of Project by Landlord Using Prepaid Rent. Ifthis Lease is terminated by Landlord due to Tenant' sbreach of its obligation under Section 7. 1 below to timely complete and operate the Improvements, or due to any other uncured Tenant default prior to completion and operation of such Improvements, then except to the extent such rent has been disbursed to Tenant as a construction loan under Section 3. below, Landlord shall use the rent paid to Landlord to complete the Improvements itself, or shall use the rent for other affordable housing purposes permitted by California Health and Safety Code Section 34I76. 1 and shall comply with applicable laws in connection therewith.

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

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

The promissory note shall have an interest rate ofthree percent ( 3%) per annum and a maturity date that is the expiration or earlier termination of this Lease, and will provide that the loan principal and accrued interest shall be repaid in annual installments from 100% of the annual 2-
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residual receipts" (as defined in the promissory note, but consisting of the amount by which income from the Property exceeds costs of operating the Property and providing services to residents), but that principal outstanding on the maturity date will be forgiven.

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

3. 4 Place for Payment. All rent and other sums that become payable to Landlord under this Lease ( collectively, "Rent") shall be paid to Landlord on or before the due date in lawful currency of the United Mates al Landlord' s offices located at 125 L, College Street Covina, (:'A 91723, Attn: City Manager, or at any other place that Landlord may designate by written notice to Tenant,

4. Utilities, Tenant shall obtain, at `L" enar is expense, all electricity, gas, potable water, lire suppression water, sewer, waste water services andother services and utilities needed to operate the Improvements during the Tenn.

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

L. ANI) LORD HEREBY (LIVES TENANT NOTICE, AND TENANT

ACKNOWLEDGES RECEIPTIPT OF SUCH NOTICE, AS REQUIRED PURSUANT T() CALIFORNIA REVENUE ANt) TAXATION CODE SECTION 107, , THAT THE LEASEHOLD INTERESTS1 CREATED BY ,E1IIS LEASE. MAY RESULT IN A POSSESSORY

INTEREST

LEASEHOLD
TAX BEING LEVIED AGAINST THE PROPERTY AND/ OR. TENANT' S

INTEREST, AND THAT, UNLESS TENANT IS EXEMPT, TENANT SHALL 13E OBLIGATED TO PAY SUCH TAX.

6. Uset, l)a :, ardous Matern lia rte wit1 I aws; Inspection. 12926- 4 0ik22a772. C 4 dx.

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6. 1 Use of Property. Tenant shall use the Property for the development, construction, operation and maintenance of the Improvements described in Section 7. 1 below as a " navigation center", which shall include housing (for no rent), and ancillary services to homeless individuals and families who are extremely low income ( as described in California Health and Safety Code Section 50106), and Tenant shall use reasonable efforts to obtain evidence of their income and shall retain such records to the extent required by law. Tenant shall include at least six (6) units of housing, and all housing shall comply with the preceding sentence. Tenant shall not use or permit the Property or any' portion of the Property to be improved, developed, used, or occupied in any manner or for any purpose that is in any way in violation of any federal, state or local law, ordinance, or regulation; and Tenant shall not maintain, commit or permit the maintenance or commission of any fire or health hazards, or any nuisance, as now or hereafter defined by any statutory or decisional law applicable to the Property, on the Property or any part of the Property.

6. 2 Hazardous Materials.
a) Definitions.

Hazardous Materials" shall mean any substance that now or in the future requires investigation or remediation under, or is regulated or defined as a hazardous waste or hazardous substance by, any governmental authority or instrumentality or any law, regulation, rule or order, or any amendment thereto, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act, 42 U. S. C. § 9601 et seq. and the Resource Conservation and Recovery Act, 42 U. S. C. § 9601 et seq., or that is otherwise toxic, explosive, corrosive, flammable, infectious, mutagenic, radioactive, carcinogenic, a pollutant or a contaminant, including gasoline, diesel, petroleum hydrocarbons, polychlorinated biphenyls PCBs), asbestos, radon and urea formaldehyde foam insulation.

Environmental Requirements" shall mean all present and future governmental laws, regulations, rules, orders, permits, licenses, approvals, authorizations and other requirements of any kind applicable to Hazardous Materials, including common law tort principles ( such as public and private nuisance and strict liability for conducting abnormally dangerous activities).

Handle." " Handled" or " Handling" shall mean any installation, handling, generation, storing, treatment, use, disposal, discharge, release, manufacture, refinement, emission, abatement, removal, transportation, presence or migration of any Hazardous Materials brought on the Property by Tenant or Tenant' sRepresentatives, or any other activity or any type in connection with or involving Hazardous Materials.

Tenant' sRepresentatives" shall mean all Tenant' sofficers, employees, contractors, representatives, assignees, sublessees, licensees, agents, invitees, and any trespassers on the Property.
b) Indemnification by Tenant. In addition to, and not in derogation of any other indemnification contained in this Lease, Tenant agrees to indemnify, defend and hold harmless Landlord, its successors and assigns, and its and their directors, officers, shareholders, employees, agents and affiliates from all costs, expenses, damages, liabilities, claims, fines, 4-
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penalties, interest, judgments, and losses of any kind arising from or in any way related to Tenant' s or "tenant' s Representatives' Handling of Hazardous ardous Materials during the Term or failure to comply in full with this Section 6. 2 (collectively, "Environmental Losses"), including consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Property, encumbrances, hens, costs and expenses of investigations, monitoring, clean up, removal or remediation of hazardous Materials, defense costs of any claims ( whether or not such claim is ultimately defeated), good faith settlements, attorneys' and consultants' fees and costs, and losses attributable to the diminution of value, loss or use or adverse effects on marketability or use of any portion of the Property, whether or not such Environmental Losses are contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. If Landlord is ever made a party to any action or proceeding by reason of a matter for which " Fenant is obligated to indemnify Landlord, then 'Tenant, upon notice from Landlord, shall, at. Landlord' soption, either defend that action or proceeding on behalf of Landlord at "t'enant' s
expense with counsel satisfactory to Landlord or reimburse Landlord for all defense costs Landlord actually incurs in defending against such action or proceeding, whether or not the action or proceeding is ultimately defeated. This indemnity is intended by the parties to be as broad and comprehensive as possible under law and shall apply regardless of the fault including active or passive negligence) of either Tenant or Landlord, c) Landlord' s Consent to Handling of Limited L i ar 9. aus Materials.

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

6. 3 Compliance with Applicable Requirements. Tenant, shall, at Tenant' s sole expense, fully, diligently and in a
timely manner, comply with all applicable laws, building codes, regulations, ordinances, rules, directives, covenants, or restrictions of record ( colectively, Applicable Requirements"), without regard to whether such Applicable Requirements are now ffect or become effective hereafter. Tenant, shall, within ten ( 10) days after Landlord delivers request to Tenant, provide Landlord with copies of all permits and other documents, and other information evidencing Tenant' s
compliance with any Applicable Requirements specified
by 1.., andlord. Tenant shall immediately notify Landlord in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report I292. 6-0( J1) 1) 267725kv4 (iIL+
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pertaining to or involving the failure of Tenant or the Property to comply with any Applicable Requirements.

6. 4 Inspection. Landlord' sconsultants shall have the right, but not the obligation, to enter into the Property at any time in the case of an emergency, and otherwise at reasonable times upon at least 48 hours advance notice, for the purpose of (a) inspecting the condition of the Property and reviewing all permits, reports, plans and other documents regarding the Handling of Hazardous Materials, (b) verifying compliance by Tenant with this Lease and ( c) performing Tenant' s obligations under Section 6. 2 if Tenant has failed to timely do so. The cost of any such inspections shall be paid by Landlord, unless a significant and material violation ofApplicable Requirements or a contamination is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority other than Landlord. In such case, Tenant shall upon request reimburse Landlord for the reasonable cost of such inspections, so long as such inspections are reasonably related to the significant and material violation or contamination. Tenant shall pay, in any case, all such costs incurred pursuant to clause ( c) above.

7. Construction and Installation of Improvements.

7. 1 Improvements. At no cost to Landlord, Tenant shall cause to be performed all construction, alterations, additions and installations, required to complete the work described in the Scope of Development attached hereto as Exhibit "B" (the " Improvements"), and shall comply with the schedule set forth in the Schedule of Performance attached hereto as Exhibit "C". Tenant' sfailure to meet any of the deadlines in the Schedule of Performance, as the same may be extended in accordance with Section 14. 4ofthis Lease, shall constitute an Event of Default" ( as defined in Section 13.). Material alterations to the completed Improvements shall require Landlord' sprior written consent, not to be unreasonably withheld.

7. 2 Construction Contracts. All Improvements and any alterations thereto Work") shall be performed only by competent and qualified contractors duly licensed under the laws of the State of California pursuant to written contracts with such contractors. Tenant shall enter into a general construction contract for any Work (the " General Construction Contract") with a contractor reasonably acceptable to Landlord requiring the contractor to cause the Work to be performed in a manner and timeframe consistent with the terms of this Lease.

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

7. 3 Review of Plans and Permits. Landlord shall not be deemed to have reviewed any plans, drawings or specifications from an engineering or technical standpoint, and Landlord shall have no liability whatsoever to Tenant or any third party based on or arising out of any patent or latent defect in the design or construction of the Work, whether or not such defect is actually known or apparent to Landlord.

7. 4 Compliance with Law and Quality. Tenant shall cause all Work to be completed: ( a) in a workmanlike manner with only new and high quality building materials, ( b) in compliance with all applicable building codes and other applicable laws, ordinances, 6-
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regulations, and orders of all federal, state, county, and local governmental agencies or entities having jurisdiction over the Property ( including [ Landlord in its governmental capacity), and ( c) in compliance with all applicable insurance requirements. Withoutlimiting the generality of the foregoing provisions, Tenant shall not permit any component of any Work to be commenced. until all building permits and other governmental permits, licenses and approvals required in connection with such component of the Work have been issued.

7. 5 Notices of Non -responsibility.. Landlord shall, at any and all times during the 'Term, have the right to post and maintain on the Property and to record as required by law any notice or notices of non -responsibility provided for by the mechanics' lien laws of the State of California. Ten, at shall give Landlord not less than thirty ( 30) days' written notice prior to the commencement of any Work ( including site preparation work) or the delivery of building materials to the Property.

7. 6 Mechanics' Li rLs, At all times during the Term, Tenant shall keep the, Property and all building and improvements now or hereafter located on the Property free and clear of all liens and claims of liens for labor, services, materials, supplies, or equipment performed on or furnished to the Property. Should 'Tenant fail to pay and discharge or cause the Property to he released from any such lien or claim of lien within thirty ( 30) days after service on tenant of written request from Landlord to do so, Landlord may pay, adjust, compromise and discharge any such lien or claim of lien on such terms and manner as Landlord may deem appropriate. In such event, Tenant shall, on or before the first day of the next calendar month tollowing any such payment by Landlord, reimburse I., andiard for the full amount paid by Landlord in paying, adjusting, comprising, and discharging such lien or claim of lien, including any attorneys' fees and other costs expended by Landlord, together with interest as provided in Section 14. 5 from the date of payment by Landlord to the date of repayment by 'Tenant.

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

8. Maintenance and Repair

8. 1 l 9Cil ntenance by ] tenant. At all times during the Term, "Tenant shall, at tenant' s own cost and expense, keep and maintain the Property ( including all structural, nonstructural, interior, exterior, landscaped areas, systems, equipment, facilities, driveways, parking lots, fences, and signs) in good order, condition and repair ( whether or not the portion of the 12926- lXXfl 126772 5 r v4 thx
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Property requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Tenant, and whether or not the need for such repairs occurs as a result of Tenant' s use, any prior use, the elements or the age of such portion ofthe Property). Tenant' s maintenance obligations shall 'include restorations, replacements and renewals when necessary to keep the Property and all improvements thereon in good order, condition and repair. Tenant shall, during the Term, keep the exterior appearance of all improvements on the Property in a first- class condition consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, exterior repainting. In keeping the Property in good order, condition and repair, Tenant shall exercise and perform good maintenance practices, specifically including the procurement and maintenance at Tenant' s expense of service contracts for HVAC equipment, any boiler and pressure vessels, fire protection systems, landscaping and irrigation systems, the roof and drains, and asphalt and parking lots, each with a contractor specializing and experienced in the maintenance of the applicable equipment or improvements. Upon the request ofLandlord, Tenant shall provide Landlord with a complete and correct copy of each such service contract and any amendments thereto. Tenant' smaintenance obligations under this Section shall not be construed as limiting any right or requirement expressly provided for elsewhere in this Lease for Tenant to alter, modify, demolish, remove or replace any improvement. No deprivation, impairment or limitation of use resulting from any event or work contemplated by this Section shall entitle Tenant to any offset, abatement or reduction in rent nor to any termination or extension of the Term.

8. 2 Requirements of Governmental Agencies. At all times during the Term, Tenant shall, at Tenant' sown cost and expense:
a) make all alterations, additions, or repairs to the Property ( including the improvements and facilities on the Property) required by any law, ordinance, statute, order, or regulation now or hereafter made or issued by any federal, county, local, or other governmental agency or entity;
b) observe and comply with all laws, ordinances, statutes, orders, and regulations now or hereafter made or issued respecting the Property by any federal, county, local, or other governmental agency or entity; and
c) indemnify, defend and hold Landlord and the Property free and harmless from any and all liabilities, losses, damages, fines, penalties, claims, and actions resulting from Tenant' sfailure to comply with the requirements ofthis Section 8.

8. 3 Tenant' sDuty to Restore Property. Should, at any time during the Term, any buildings or improvements now or hereafter on the Property be destroyed in whole or in part by fire or other casualty, Tenant, at Tenant' s own cost and expense, shall promptly proceed to obtain insurance proceeds and take all steps necessary to begin reconstruction and promptly and diligently commence the repair or replacement ofthe damaged or destroyed buildings or improvements according to the original final plans and specifications therefore or according to any modified plans and specifications that provide for improvements consistent in terms of size, design and quality with the original buildings and improvements. The Parties agree that events or conditions may preclude in some instances delay the immediate making of permanent repairs. 8-

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

8. 4
Landlord' s Rights of f
ntu. Landlord and Landlord' s
agents shall have
the right to enter at reasonable hours after prior notice of the time and place of entry into and upon said portions of the Property as necessary for the purpose of ascertaining that the improvements on the Property are kept and maintained in good condition and repair as provided for in this Section 8 and that the terms of this Lease are observed.

9. Indemnity and Insurance,

9. 1 Exculpation of Landlord. Landlord shall not be liable to Tenant for any damage to Tenant or Tenant' s
property for any cause, except for any damage to Tenant or Tenant' s
property resulting from the negligence and/ or willful misconduct of Landlord or its employees, officers, agents or authorized representatives; however, in no event shall Landlord be liable for consequential damages consisting of lost profits or other damages in the nature of lost profits. Tenant waives all claims against Landlord except as provided in the previous sentence.

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

9. 2 indemnity. Tenant agrees to, and does hereby defend, indemnify and hold Landlord and its officers, directors, employees, agents and affiliates and their respective assets, including the Property and all improvements now or hereafter on the Property, free and harmless against and from any and all liabilities, claims, losses, damages, and expenses ( including attorneys' fees and court costs) resulting from or arising out of Tenant' s occupation and use of
the Property, and activities of Tenant and its contractors, specifically including any liability, claim, loss, damage, or expense arising by reason of:
a) The death or injury of any person, including any person who is an employee or agent of Tenant, or the damage to or destruction of any property, including property 292 a )( XIII \ 2677251v4 dot

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

9. 3 Liability Insurance. Tenant shall, at Tenant' s own cost and expense, secure promptly after execution of this Lease and maintain during the entire Term of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Tenant' s
operation and use ofthe leased premises. The cost of
such insurance shall be borne by the Tenant. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A. M. Best' srating of no less than A:

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

9. 4 Broader Coverage; Increases in Insurance Coverage. If the Tenant maintains broader coverage and/ orhigher limits than the minimums shown above, Landlord shall be entitled to the broader coverage and/ orthe higher limits maintained by the Tenant. Any available insurance proceeds in excess ofthe specified minimum limits of insurance and coverage shall be available to Landlord. Not more frequently than each three years, if, in the reasonable opinion of Landlord, the amount ofpublic liability and property insurance coverage at that time is not adequate, Tenant shall increase the insurance coverage as reasonably required by Landlord.
10-
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9. 5 Fire and Casualty' Insurance. ° T" enant shall, at Tenant' sown cost and expense, at all times during the Term, keep all buildings, improvements,, Tenant' s personal property and other structures on the Property, as well as any and all additions thereto, insured for their actual cash, full replacement value ( as defined below), by insurance companies authorized to issue such insurance in the State of California and having a rating of not less than " A- 13" as
set forth in the then current Best' s insurance Guide, against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in the geographic area in which the Property are located. Each insurance policy shall be issued in the names of Landlord, Tenant and any Mortgagee, as their interests may appear. Each insurance policy shall provide that any loss payable under such insurance shall be payable in Trust to Landlord and Mortgagee as loss payees.

9. 6 Specific Peril to Be Insured. Notwithstanding anything to the contrary contained in Section 9.4, the insurance required by Section 9. 4 shall, whether or not included in the standard extended coverage endorsement mentioned in Section 9. 4, insure all buildings, improvements., and other structures on the Property, as well as any and all additions thereto, against loss or destruction by windstorm, typhoon, tidal wave, explosion, riot, riot attending a strike, civil commotion, acts of terrorism, sabotage or other warlike acts, malicious mischief, vandalism, aircraft, fire, smoke damage and sprinkler leakage. Furthermore, the insurance required by Section 9. 4 during the performance of the Work shall have course of construction, vandalism, and malicious mischief clauses attached'. insuring the Work during construction and all materials delivered to the Property for their actual cash full replacement value. For purposes of this Section 9. 5, the " full replacement value" of any building, or other improvements to be insured shall be determined by the company issuing the insurance policy at the time the policy is. initially obtained. Every two years thereafter, either party hereto shall have the right to notify the other party hereto that it elects to have the replacement value re -determined by any insurance company. The redetermination shall be made promptly in accordance with the rules and practices of the Board of Eire Underwriters, or a like board recognized and generally accepted by the insurance company, and each party shall be promptly notified of the results by such company. ' The insurance policy or policies shall be adjusted accordingly to reflect the redetermined value.

9. 7 Evidence of Insurance. Prior to entering the Premises for any purpose, i"enant shall deliver to Landlord insurance certificates showing that Tenant has obtained and is maintaining the insurance required by this Section 9. Upon written request of Landlord, Tenant shall deliver to Landlord a complete and correct copy of each insurance policy required by this Section 9. All insurance policies required by express provisions ofthis Lease shall be nonassessable and shall contain language to the effect that ( a) any loss shall be payable notwithstanding any act or negligence of Landlord that might otherwise result in the forfeiture of the insurance, ( b) that the insurer waives the right of subrogation against 1.., andlord, and ( c) the policies are primary and non- contributing with any insurance that may be carried by Landlord..

9. 8 Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL licy with respect to liability arising out of work or operations performed by or on behalf of the Tenant including materials, parts, or equipment furnished in connection with such work or operations. General liability 11-
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coverage can be provided in the form of an endorsement to the Tenant' sinsurance ( at least as broad as ISO Form CG 20 10).

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

9. 10 Notice of Cancellation of Insurance. Each insurance policy required by this Section 9 shall contain a provision that it cannot be cancelled or materially changed for any reason unless 30 days' prior written notice of such cancellation or change is given to Landlord in the manner required by this Lease for service of notices on Landlord by Tenant.

9. 11 Waiver of Subrogation. Tenant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Tenant may acquire against Landlord by virtue of the payment of any loss under such insurance. Tenant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Landlord has received a waiver of subrogation endorsement from the insurer.

9. 12 Verification of Coverage. Tenant shall furnish Landlord with original Certificates of Insurance including all required amendatory endorsements ( or copies of the applicable policy language effecting coverage required by this clause) and a copy of the
Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Landlord before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Tenant' s
obligation to provide them. Landlord reserves the
right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

9. 13 Unavailability of Coverage. Notwithstanding anything to the contrary contained in this Section 9, should insurance coverage meeting all the requirements set forth in this Section 9 be unavailable due to circumstances beyond the control ofTenant, Tenant and Landlord shall agree as to substitute coverage which shall to the greatest extent possible meet the requirements set forth in this Section 9, provided that any substitute coverage shall not be less than insurance coverage available to and actually obtained for comparable industrial facilities in the State of California.

9. 14 Self -Insured Retentions. Self -insured retentions must be declared to and approved by Landlord. At the option of Landlord, either: The Tenant shall obtain coverage to reduce or eliminate such self -insured retentions as respects Landlord, its officers, officials, employees, and volunteers; or the Tenant shall provide a financial guarantee satisfactory to Landlord guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or Landlord. 12-
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9. 1. 5 Special Risks or C' ircutrtistances. Landlord shall have the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

10. L1N1 ENTIONALLY OM1
Assignment and Subletting.

11. Landlord' s Consent Required. Except as expressly provided within Section 11 or in Section 12 below, Tenant shall not voluntarily or by operation of law assign, encumber or otherwise transfer this Lease or any right or interest in, under or to this Lease or the Property, or except for extremely low income homeless individuals and families housed at the Property without charge to them and as needed to provide ancillary services to them, pem' it all orany
written no
of the Property erty to be occupied by anyone other than Tenant, without the express p Landlord in Landlord' ssole and absolute discretion. Tenant shall promptly deliver copies of all proposed subleases to Landlord. A change in the control of "Tenant. shall be deemed to constitute an assignment requiring Landlord' sconsent. " The transfer, on a cumulative basis during the Term, of a majority of the voting control of Tenant shall constitute a change in control for this purpose. Any such assignment without the prior written consent of Landlord, whether voluntary or involuntary, by operation of law or otherwise, shall be void and shall constitute an. Event of Default.. A consent by Landlord to any one assignment or other transfer shall not be deemed to be a consent to any subsequent assignment or transfer. Without limiting the matters that may be considered by Landlord in determining whether to consent to any requested assignment or transfer, Landlord may take into account the proposed assignee' s or transferee' sfinancial strength and ability to perform all of the obligations of Tenant under this Lease.
1 1. 2 Additional Pre. visions Regarding Assignment and Transfer. a) Each request for consent to an assignment, subletting or transfer shall be in writing, accompanied by information relevant to Landlord' sdetermination as to the financial and operational responsibility and appropriateness of the proposed assignee or transferee, including the intended use and/ orrequired modification of the Property, if any, together with a fee of $ 1, 000. tltl (increased by three percent ( 3%) on each anniversary of the date of this Lease) to compensate Landlord for considering and processing such request. Tenant shall also reimburse Landlord for Landlord' sreasonable attorneys' fees incurred in connection with any such assignment or subletting for which Landlord' sconsent is required. Tenant agrees to provide landlord with such other or additional information and documentation as may be reasonably requested.
h) Landlord' sconsent to any assignment, subletting or transfer shall not constitute a consent to any subsequent assignment, subletting or transfer. c) Any assignee of this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed 12926. 00u I'12h 2
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or performed by Tenant during the term of said assignment, other than such obligations as are contrary to or inconsistent with provisions of an assignment to which Landlord has specifically consented to in writing.
d) No assignee shall have a
right further to assign or sublet without
complying with this Section 11.
e) ] fan assignment is approved by Landlord, then the assigning Tenant shall pay to Landlord one hundred percent ( 100%) ofthe amount of any payments and other economic consideration received by Tenant ( whether before or after the date of such adjustment) as a result of any assignment, less actual, documented brokerage commissions and reasonable attorneys' fees incurred and paid in connection with the assignment and all reasonable, documented out-f- pocket costs incurred by the assigning Tenant in the design or construction of the Improvements provided all relevant contracts, plans and improvements are assigned and conveyed to the assignee in writing and a
copy of the assignment is delivered to
Landlord. Such remittance shall be payable to Landlord as additional Rent under this Lease without affecting or reducing any other obligation of Tenant hereunder. f) The term of any sublease shall not extend beyond the Term. g) Each sublease shall by its own terms be expressly subject to all of the terms, covenants and conditions of this Lease, and Tenant shall remain fully liable to Landlord for the payment ofrents and performance of all other obligations under this Lease. h) Each sublease shall contain a provision, satisfactory to Landlord, that upon the termination of this Lease for any reason, at Landlord' selection either ( i) the sublease shall terminate or ( ii) the sublessee shall attorn to Landlord and pay rent and perform all of the other obligations ofthe sublessee under its sublease directly to Landlord. 1) Each sublease shall contain a provision, satisfactory to Landlord, prohibiting the payment of rent more than one month in advance. j) Each sublease shall contain a provision, satisfactory to Landlord, that if Tenant defaults under this Lease and fails to deliver to Landlord any security deposit or prepaid rent paid to Tenant by a subtenant under such sublease, then ( i) Landlord shall have no obligation or liability to such subtenant for the return of any security deposit or prepaid rent paid to Tenant, (ii) such subtenant shall be solely responsible to pursue its rights and remedies against Tenant for recovery of any security deposit or prepaid rent paid to Tenant, and ( iii) such subtenant shall deliver to Landlord, within thirty (30) days after demand by Landlord, a security deposit in the same amount as set forth in such sublease, and notwithstanding any prepayment by such subtenant of rent to Tenant, shall be obligated to pay to Landlord rent set forth in such sublease commencing upon termination of this Lease and notice thereof to such subtenant by Landlord.
k) Promptly after execution of any sublease or an amendment to any sublease, Tenant shall deliver to Landlord a complete and correct copy of the fully executed and effective sublease or amendment, including all exhibits and attachments. 14-
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I) Tenant shall not charge rent to homeless individuals or families housed at the Property. Subject to the foregoing, Tenant hereby assigns and transfers to Landlord all of Tenant' sinterest in all rent payable to Tenant under any subl m se, and Landlord may collect such rent and apply same toward Tenant' s
obligations under this Lease; provided,
however, that until an Event of Default shall have occurred under this Lease, Tenant may collect such rent, subject to Section 1 1.2(g). Landlord shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of any rent thereunder, be deemed liable to the sublessee for any failure of Tenant to perform and comply with any of Tenant' s obligations to such sublessee. Tenant hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Landlord stating that an Event. of Default exists under this Lease, to pay to Landlord all rent due and to become due under the sublease. The sublessee shall rely upon any such notice from Landlord and shall pay such rent to Landlord without any obligation or right to inquire as to whether such. Event of Default exists, notwithstanding any claim from Tenant to the contrary.
m) Upon the occurrence of any Event of Default under this Lease, Landlord may, at its option, require sublessee to attorn to Landlord, in which event Landlord. shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, that Landlord shall not be liable for any prepaid rent or security deposit paid by such sublessee ( except to the extent actually paid over to Landlord) or for any prior defaults of such sublessor.

Encumbrance of Lease.

12. T' enant' sRihit to Encumber. Tenant may, at any time and from time to time during the Term, encumber to any bank, insurance company, governmental entity or other institutional lender or maker of a so- called " conditional grant" or forgivable loan", herein called Mortgag; ec," by deed of trust ( the " Security instrument"), all of Tenant' sinterest under this Lease and the leasehold estate hereby created ( the " Leasehold Estate") for any purpose or purposes without the consent of Landlord, provided that; a) the Security Instrument and .all rights acquired under it shall, by its express terms, be subject to each and all of the covenants, conditions and restrictions stated in this Lease and to alt rights and interests of l-andlord; b) Tenant shall deliver to Landlord: ( i) a complete and correct copy o the Security Instrument and all related promissory notes, loan agreements, security agreements, indemnity agreements, guarantees, financing statements and other loan documents executed by Tenant or for Tenant' sbenefit in connection therewith ( the " Loan Documents"), each as fully executed and delivered, within five business days atter the execution thereof, and ( ii) a complete and correct of the recorded Security Instrument, conformed by the recorder to show the date or recordation and other recording information, within five business days after the date of recordation;
c) the Security Instrument shall expressly provide that any proceeds from fire or extended coverage insurance shall he used to repair or rebuild the damaged or destroyed improvements on the Property;
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d) the Security Instrument shall contain a provision that all notices of default under the Loan Documents must be sent to Landlord and Tenant and that Landlord shall have ten ( 10) business days in which to cure any default after the time for Tenant to cure it has expired ( provided that if Landlord requires possession of the Property in order to cure the default, then Landlord shall have, in addition to such ten ( 10) business day period, such further time as is needed to terminate Tenant' sright to possession of the Property), and neither Landlord' sright to cure any default nor any exercise of such right shall constitute an assumption of liability under any Loan Document;
e) Tenant shall immediately reimburse Landlord for the cost of any default cured by Landlord with interest thereon as provided in Section 14. 5; and f) no encumbrance incurred by Tenant pursuant to this Section or otherwise shall, and Tenant shall not have power to incur any encumbrance that will, constitute in any way a lien or encumbrance on Landlord' sfee title to the Property or on any other interest of Landlord in the Property.

12. 2 Notice to and Service on Mortgagee. IfTenant executes any Security Instrument in accordance with Section 12., Landlord shall mail to Mortgagee a duplicate copy of any and all notices Landlord may from time to time give to or serve on Tenant pursuant to or relating to this Lease. Tenant shall at all times keep Landlord informed in writing of the name and mailing address of Mortgagee and any changes in Mortgagee' smailing address. Any notices or other communications permitted by this or any other Section of this Lease or by law to be served on or given to Mortgagee by Landlord shall be deemed duly served on or given to Mortgagee when deposited in the United States certified or registered mail, first- class postage prepaid, addressed to Mortgagee at the last mailing address for Mortgagee furnished in writing to Landlord by Tenant or Mortgagee.

12. 3 Rights of Mortgagee. If Tenant executes any Security Instrument in accordance with Section 12. and then defaults under the related Loan Documents, Mortgagee shall have the right during the Term to the extent permitted by the Loan Documents to realize on the security afforded by the Security Instrument by instituting judicial or nonjudicial foreclosure proceedings and pursuing all other remedies available at law or in equity or under the Loan Documents, subject to the following provisions:
a) Mortgagee shall not acquire or thereafter assign to any third party less than Tenant' sentire interest in this Lease;
b) Mortgagee' sacquisition of Tenant' sinterest under this Lease by purchase at Mortgagee' sforeclosure sale, or the acquisition of Tenant' sinterest under this Lease by mortgagee or an affiliate ofMortgagee ( such affiliation to be material and shown by reasonable evidence delivered to Landlord) by acceptance of an assignment in lieu of foreclosure, and Mortgagee' sor such affiliate' stransfer of such interest to another person or entity after such acquisition, shall not be considered an assignment of this Lease and therefore shall not be subject to any of the conditions and restrictions applicable to assignments contained in Section 11, but from and after the date of such acquisition, Mortgagee and any transferee shall 16-
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be bound by all of the te and conditions of this Lease except as otherwise expressly provided in Section 12. 6;
c) The acquisition of Tenant' s interest under this Lease by any person or entity other than Mortgagee by purchase at Mortgagee' sforeclosure sale, and the acquisition of T' enant' sinterest under this Lease by Mortgagee or an affiliate of Mortgagee by acceptance of an assignment in lieu of foreclosure, shall not be considered an assignment of this Lease and therefore shall not be subject to all of the conditions and restrictions applicable to assignments contained in Section 11; and
d) An acquisition of T' enant' sinterest under this Lease described in clause ( c) above may be financed by such person or entity by encumbering to any new Mortgagee by a new Security Instrument encumbering Tenant' sentire Leasehold Estate, provided that such encumbrance and such Mortgagee shall be subject to all of the terms and conditions of this Section 12.
12, 4 Right of Mortgagee to Cure L) efaults. If Tenant executes any Security Instrument in accordance with Section 12., then before Landlord may terminate this Lease because of any default under this Lease by Tenant, Landlord must give written notice of the default to Mortgagee and afford Mortgagee the opportunity after service of the notice to cure the default within ( a) five ( 5) business days after date of notice where the default can be cured by the payment of money to Landlord or some other person or (b) the minimum period of time reasonably required to effect a cure ( but in no event more than 90 days) where the default cannot, by its nature, be cured solely by the payment of money. Upon the full performance by Mortgagee of the obligation or obligations the nonperformance of which was the subject of the notice of default given to Mortgagee pursuant to this Section, such default shall be deemed cured and shall no longer give rise to any rights and remedies of Landlord; provided, however, that Mortgagee' scure of any default under this Lease by Tenant shall not excuse or waive any future default under this Lease by Tenant or preclude or limit the exercise of any rights or remedies affbrded Landlord under this Lease as a result of such future default.

12. 5 No Merger of Leasehold and Fee Estates. While any Security Instrument remains in effect, there shall be no merger without the consent of Mortgagee of the Leasehold Estate and the fee estate in the Property merely because both estates have been acquired or become vested in the same person or entity,

12. 6 Mortgagee as Assignee of Lean:. No Mortgagee shall be liable to Landlord as the successor to the rights and obligations of Tenant under this Lease unless and until such Mortgagee acquires the Leasehold Estate through foreclosure or other proceedings in the nature of foreclosure or as a result of an assignment in lieu of foreclosure or other action or remedy. Notwithstanding any provision to the contrary contained elsewhere in this Lease, Mortgagee shall not be liable for any Event of Default that may occur after the effective date of any such further assignment.

12. 7 Mortgagee as Includin Subsequent Security ) folders. No transfer by Mortgagee of its lien or security interest on or in the Leasehold Estate shall be valid or effective as against f., andlord until Mortgagee shall have given Landlord written notice of the name, 17-
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address, telephone number and email address ( for notices) of the transferee. The term Mortgagee" as used in this Lease shall mean not only the initial institutional lender named as beneficiary, mortgagee, or secured party in the Security Instrument., but also any institutional lenders that may subsequently acquire the lien or security interest created by the Security Instrument,

12. 8 Estoppel Certificates by Landlord. Landlord from time to time and within ten ( 10) days the written request of Tenant or any Mortgagee, shall furnish a written statement that this Lease is in full force and effect and that there is no default hereunder by Tenant, or if there is a default, such statement shall specify the default which Landlord claims to exist, provided that Landlord shall not be required to deliver more than three such statements during any 12 -month period.

12. 9 New Lease to Mortgagee. l(`"; while any Security Instrument is in effect, this Lease shall be terminated prior to the stated expiration hereoffor any reason not related to damage or condemnation ( including, without limitation, termination in any bankruptcy of the Tenant), then Landlord upon request by Mortgagee will enter into a new lease with Mortgagee for the remainder of the Term, effective as of the date of such termination, at the Rent and on the terms specified in this Lease, subject to the following conditions; a) Mortgagee shall make written request to Landlord for such new lease within thirty ( 30) days after the date of such termination and such written request shall be acco, rnpanied by a payment to Landlord of all sums then due to Landlord under this Lease; b) Mortgagee shall pay to Landlord, at the time of the execution band delivery of such new lease, any and all sums which would at the time of the execution and delivery thereof be due under this Lease butfor its termination, and in addition thereto, any reasonable expenses, including attorneys' fees and court, costs, to which Landlord shall have been subject by reason of any default by Tenant;
c) Mortgagee shall perl: rrtri all other obligations required to have been performed under this Lease by Tenant to the extent that Tenant shall have failed to perfo such obligations;
d) Upon the execution and delivery of such new lease, any subleases which may have theretofore; been assigned and transferred to Landlord shall thereupon be assigned and transferred by Landlord to the new 'tenant, without recourse to Landlord; and e) The new lease shall commence and rent and all obligations shall accrue as of the date of termination of this Lease. The new lease shall he superior to and have priority over all encumbrances., Iiens,, conveyances and interests upon and in the Property, other than those of record to which this Lease may be subject as of the date hereof. t This Section 12. 9shall survive the termination of this Lease,

12.© Surrender or Amendment. There shall not be any c
termination, surrender, or acceptance of surrender of' this Lease, or any or amendment of this Lease that is materially adverse to Tenant, without the prior written consent of Mortgagee, which 18-
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consent shall not be unreasonably withheld and shall he deemed grunted if contrary notice is not received by 1 andlord within five business days after Mortgagee' sconsent is requested.

12. 1 Subordination, Landlord' srights under this Lease with respect to fire or other property insurance proceeds that become payable because of damage to or destruction of any improvements on the Property and with respect to compensation or damages awarded or payable because of the taking of any improvements on the Property by eminent domain shall be subject and subordinate to the rights of Mortgagee under the Security Instrument; provided, however, that nothing in this Section 12.1 shall be construed as a subordination of or encumbrance on Landlord' sfee title to the Property.

13. Default and Remedies.
13, Events_ of Default, Any of the following events shall constitute an " event of Default" under this Lease:
tenant Earls to tirrtely pay rent;
b) Tenant fails to pay any other sums due Landlord within five ( business days after written notice from Landlord that the saute is due and payable; c) Tenant fails to timely construct the Improvements in accordance with the terms of Section 7. 1;
d) Tenant assigns this Lease or sublets in violation of Section 1 1; or c) Tenant fails to perforrn fully and when due any of its other covenants, conditions or obligations under this Lease and after written notice from Landlord specifying the nature of such failure of Tenant, Tenant; ( 1) does not promptly commence taking all necessary and appropriate actions to remedy such failure, or (ii) does not thereafter diligently and continuously pursue all such remedial actions, or (iii) does not fully cure such failure within the minimum period of time reasonably required under the circumstances to achieve a cure, hut in any event within ninety ( 90) days after Landlord' swritten notice of such failure, time being strictly of the essence, provided, however, that Tenant shall not be entitled to cure the breach of any covenant that is " non -curable".

13. 2 Remedies. Upon the occurrence of any Event of Default, and without the giving of any additional notice not otherwise required hereunder or by law, Landlord may exercise the following rights and remedies in addition to all other rights and remedies provided by law or equity, either cumulatively or in the alternative:
a) Maintain this Lease and Tenant' sright to possession of the Property in effect and continue to enforce all of Landlord' srights andremedies hereunder, including the remedy described in California Civil Code Section 1951. 4( granting the landlord. the right to continue a lease in effect after a tenant' s breach and abandonment and to recover all rent as it becomes due lithe tenant has the right to sublet or assign, subject only to reasonable limitations) provided that upon Landlord' selection of such remedy, Landlord may not unreasonably withhold its consent to any assignment or subletting. Acts of maintenance or 9 fl 1' 2 OIOI06F725Iv4doc
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preservation or efforts to re -let the Property or the appointment of a receiver upon initiative of Landlord to protect Landlord' sinterest under this Lease shall not constitute a termination ofthis Lease or Tenant' sright to possession unless written notice of termination is given by Landlord to Tenant.
b) Pursue any other remedy now or hereafter available under the laws orjudicial decisions of the State of California. The expiration or termination of this Lease and/ or the termination of Tenant' sright to possession shall not relieve Tenant from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the Term or by reason of Tenant' s
occupancy of the Property.
c) Upon an Event of Default by Tenant, in addition to the foregoing remedies, City shall also be entitled to terminate Tenant' sright to possession ofthe Property by written notice to Tenant, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Property to Landlord. In such event Landlord shall be entitled to recover from Tenant: ( i) the unpaid Rent that had been earned at the time of termination; plus ii) the worth at the time of award of the amount by which the unpaid Rent that would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus ( iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus ( iv) any other amounts necessary to compensate Landlord for all the detriment caused by Tenant' sfailure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including the cost of recovering possession of the Property, expenses of re -letting, including necessary renovation and alteration of the Property, reasonable attorneys' fees. The worth at the time of award ofthe amount referred to in clause ( iii) ofthe immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent ( 1 %). If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Landlord shall have the right to recover in such proceeding any unpaid Base Rent and damages as are recoverable therein, or Landlord may reserve the right to recover all or any part thereof in a separate suit. If any notice required under Section 13. was not previously given, a notice to pay rent or quit, or to perform or quit given to Tenant under the unlawful detainer statute shall also be deemed to constitute the notice required by Section I3. 1. In such case, any applicable grace period required by Section 13. and the unlawful detainer statute shall run concurrently, and the failure of Tenant to cure the Event of Default within the greater of the two such grace periods shall constitute both an unlawful detainer and an Event of Default entitling Landlord to the remedies provided for in this Lease and/ or by said statute. If a notice is required under Section 13. is given, Tenant expressly agrees that it shall satisfy the notice requirements ofthe unlawful detainer statutes and laws.

13. 3 Landlord' sPerformance of Tenant' sObligations. If Tenant fails to perform any affirmative duty or obligation under this Lease within ten ( 10) days after written notice ( or in case of an emergency, without notice), the Landlord may, at its option, perform such duty or obligation on Tenant' sbehalf, including the obtaining ofreasonably required bonds, insurance policies, or governmental permits, licenses and approvals. The costs and expenses of any such performance by Landlord shall be due and payable by Tenant upon Landlord' swritten 20-
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de and. If any check given to Landlord by Tenant shall not be honored by the bank upon which it is drawn, Landlord, at its option, may require that all future payments by Tenant to Landlord be made by hank cashier' scheck.
13, 4 Remedies Cumulative. ° l"he remedies given to Landlord in this Section shall not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter allowed by law and elsewhere provided in this Lease.

13. 5 Waiver of Breach, The waiver by Landlord of any breach of Tenant of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Tenant either of the same or a different provision of this Lease. No waiver, benefit, privilege or service voluntarily given or performed by either party shall give the other any contractual right by custom, estoppel, or otherwise. The subsequent acceptance (Arent pursuant to this Lease shall not constitute a waiver of any preceding default by Tenant other than default in the payment of the particular rental payment so accepted, regardless of Landlord' s knowledge of the preceding breach atthe time of accepting the rent, nor shall acceptance of rent or any other payment after termination constitute a reinstatement, extension or renewal of the Term or revocation of any notice or other act by l„andlord.

14. Miscellaneous.

14. Tenant' sDuty to Surrender 1' ro ert . At the expiration or any earlier termination of the Term, Tenant shall surrender to 1.., andlord the possession of the Property and all improvements and fixtures installed or constructed by or for Tenant thereon free and clear of all claims to or against them by Tenant or any third person or party. Subject to the provisions of Section 7., Tenant shall leave the surrendered. property in good, safe and broom - clean condition, All pro; rty that Tenant is required to surrender shall become Landlord' s property at
termination of this Lease, or, if Landlord so elects and upon written notice to Tenant, shall be demolished and removed by Tenant at Tenant' ssole expense, and all property that Tenant is not. required to surrender but that Tenant does not remove shall become Landlord' s property at
termination of this Lease, or, if Landlord so elects and upon written notice to Tenant, shall he demolished and removed by Tenant at. Tenant' ssole expense. If Tenant fails to surrender the Property at the expiration or earlier termination of this Lease, Tenant shall defend and indemnify Landlord from all liability and expense resulting from the delay or failure to surrender, includhing. claims made by any succeeding tenant or any purchaser or prospective purchaser founded on or resulting from ' tenant' sfailure to surrender,.
14, 2 Holding Over. This Lease shall terminate without further notice at the expiration of the Term. Notwithstanding Landlord' s
acceptance of Rent after expiration or any
earlier termination ofthe Term, any holding over by Tenant shall not constitute a renewal or extension of the Term or give °tenant any rights in or to the Property. Nothing contained herein shall be construed as a consent by Landlord to any holding over by Tenant.

14. 3 Survival. Each obligation of 'tenant' s
obligations under this Lease that,
by its nature, is to be, or may need to be, perforated after the expiration or any earlier termination of this Lease shall survive such expiration or termination. 21-
64 2( 77? srw4d
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14. 4 Force Majeure Delays. Except as otherwise expressly provided in this Lease, should the performance of any act required by this Lease to be performed by either Landlord or Tenant be prevented or delayed by reason of any act of God, strike, war, lockout, labor trouble, or inability to secure materials ( but not by reason of delay in the issuance of any required governmental permit, license or approval unless the delay is unusual and unjustified under the circumstances), the time for performance of the act will be extended for a period equivalent to the period of delay and performance ofthe act during the period of delay will be excused; provided, however, that that nothing contained in this Section shall excuse the full payment when due of any Rent payable by Tenant or the performance of any act rendered difficult or impossible solely because of the financial condition of the party required to perform the act; and provided further that any such extension of the time for performance shall not affect the commencement or expiration ofthe Term.

14. 5 Interest on Overdue Payments. All Rent and other sums of any nature that Tenant fails to pay to Landlord when due under any provision ofthis Lease or that Landlord pays to any third party on behalf of Tenant pursuant to any provision of this Lease shall bear interest from the date due to Landlord or paid by Landlord, as applicable ( the " Due Date"), at the lesser of the maximum rate permitted by law or rate of ten percent ( 10%) per annum, accruing daily but not compounded. Such interest shall be payable immediately and without the necessity of any demand by Landlord. The fact that Landlord is entitled to interest under this Section shall not be construed to excuse or mitigate any default by Tenant.

14. 6 Attorneys' Fees. In the event either party brings a suit, action or other proceeding against the other party that in any way relates to or arises out of this Lease, the prevailing party ( meaning the party that obtains substantially the relief sought by it) shall be entitled to have and recover from the other party all costs and expenses of the suit, action or proceeding, including attorneys' fees, from the commencement of the suit, action or proceeding through the entry ofjudgment. The trial court shall determine which party is the prevailing party as well as the amount of attorneys' fees and costs to be awarded immediately following the entry ofjudgment ( and without awaiting any appeal) in a post -trial proceeding such as is conducted when a cost bill is submitted. If an appeal is timely filed and if the awarding or amount of attorneys' fees and costs is at issue in the appeal, then the appellate court ( or the trial court, acting pursuant to an order of the appellate court) shall determine such issue, and the recoverable attorneys' fees and costs shall include those incurred through the entry of final judgment following the appeal.

14. 7 Estoppel Certificates by Tenant. Tenant shall within ten ( 10) days after written notice from Landlord execute, acknowledge and deliver to Landlord an estoppel certificate in writing, in form similar to the then most current " Tenancy Statement" form published by the American Industrial Real Estate Association, plus such additional information, confirmation and statements as may be reasonably requested by Landlord. Any such statement by Tenant may be given by Landlord to any prospective purchaser or encumbrancer of the Property. Such purchaser or encumbrancer may rely conclusively upon such statement as true and correct. IfTenant does not deliver such statement to Landlord within such l0 -day period, Landlord and any prospective purchaser or encumbrancer may conclusively presume that: (a) the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; ( b) this Lease has not been canceled or terminated except as otherwise represented by 22-
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Landlord; (c) not more than erne month` sBase Rent has been paid in advance; and ( d) Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of any such presumption. If Landlord desires to finance, refinance, or sell the Property or any part thereof, Tenant shall deliver to any potential lender or purchaser designated by Landlord such financial statements as may be reasonably required by such lender or purchaser, including Tenant' sfinancial statements for the past three years. All such financial statements sh 11 be received by Landlord and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

14. 8 Limitation on Landlord' s
Liability. 1 he obligations of Landlord under
this Lease shall not constitute personal obligations of Landlord' s councilmembers, officers,
employees or affiliates, and Tenant shall not seek recourse against Landlord' sindividual councilrnembers, officers, employees or affiliates, or any of their personal assets for such satisfaction.

14. 9 Subordination; Attornrnent; Non- Disturbam.
a) Subordination. Subject to paragraph ( c) below, this Lease shall be subject and subordinate to any deed of trust or other hypothecation or security device collectively, " Security Device"), now or hereafter placed by Landlord upon the Property, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Tenant agrees that the holders of any such Security Devices shall have no liability or obligation to perform any of the obligations of Landlord under this Lease. b) Attornment. Subject to paragraph ( c) below, Tenant agrees to attorn to any lender or any other party who acquires ownership of the Property by reason of a foreclosure of a Security Device, and in the event of such foreclosure, such new owner shall not i) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership, ( ii) be subject to any offsets or defenses that Tenant might have against any prior lessor, or ( iii) be hound by any prepayment: of more than one calendar month' sBase Rent.
c) Non -Disturbance, " T' enant' ssubordination of this Lease shall be subject to receiving a commercially reasonable non - disturbance agreement ( a " Nun -Disturbance Agreement") from the lender to the effect that Tenant' s possession of the Property shall not be
disturbed so long as Tenant is not in default hereunder and attorns to the record owner of the Property.
d) Self -Executing. The agreements contained in this Section shall he effective without the execution of any further documents; provided, however, that, upon the written request of Landlord or any lender in connection with a sale, financing or refinancing of the Property, Tenant and Landlord shall execute such further writings as may be reasonably required to separately document the subordination, attornment and non - disturbance agreement. provided for herein,

14.© t;' cansents. Whenever the consent, approval, judgment or determination of Landlord is required or permitted under any provision of this Lease, Landlord' sCity Manager 23-
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may give the same provided it is in writing. Landlord' s actual reasonable costs and expenses including architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a
request by Tenant for any Landlord consent, including
consents to an assignment, a subletting or the presence or use of a Hazardous Materials, shall be paid by Tenant upon receipt of an invoice and supporting documentation therefor. Landlord' s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Event of Default by Tenant of this Lease exists, nor shall such consent be deemed a waiver of any then -existing Event ofDefault, except for any waiver as may be otherwise specifically stated in writing by Landlord at the time of such consent. The failure to specify herein any particular condition to Landlord' sconsent shall not preclude the imposition by Landlord at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. The review or approval by Landlord of any item to be reviewed or approved by Landlord under the terms of this Lease shall not impose upon Landlord any liability for accuracy or sufficiency ofany such item or the quality or suitability of such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord' sinterest in the Property or under this Lease, and no third parties, including Tenant or the representatives and visitors or Tenant or any person or entity claiming by, through or under Tenant, shall have any rights hereunder.

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

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

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

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

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

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

1.4.5 Successors and Assigns. This lease shall be binding on and enforceable by, and shall inure to the benefit of, Landlord and Tenant and their respective successors, and assigns, subject to the provisions of Section 1 1 .

14.6 Tirne of Essence. Time is ofthe essence of each provision ofthis Lease in which time is a factor.

14.7 Memorandum of Leases otice of A 'fbrdability Covenants. Concurrently with their execution of this Lease, Landlord and Tenant shall execute and acknowledge a memorandum of this Lease in the form of Exhibit " L", and a Notice of Affordability Covenants in the form attached hereto as Exhibit " F", and shall record them in the Official Records of Los Angeles County.
to h<
14,8 Counterparts. This Lease may be executed in coun
constitute one and the same document.
11 of whicl

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

1.4. 20 Entire Agreement. This Lease cvnstiitutes the sole and complete eenient between Landlord andTenant regarding the subject matter hereof.

14. 21 Amendments. This Lease may be modified only by a written instrument signed by the parties in interest at the time of the modification. Tenant agrees to make such reasonable non -monetary modifications to this Lease as may be reasonably required by a lender in connection with any financing or refinancing of the Property, provided that such modifications do not materially change Tenant' sobligations hereunder. Landlord agrees to make such reasonable non -monetary modifications to this Lease as may be reasonably required by Tenant' s lender in connection with any financing or refinancing ofthe Improvements or any Work including, without limitation, a reasonable additional cure period based on the lender' sneed to obtain possession by receiver or foreclosure in order to cure non -monetary defaults), provided. agr
25-
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that such modifications do not materially increase Landlord' sobligations hereunder or materially decrease Landlord' srights.

14. 22 Construction of Lease. This Lease shall be construed fairly as to all parties and not in favor of or against any party, regardless of which party prepared this Lease.

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

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

14. 23 Effect of Delivery. The delivery of any unexecuted draft of this Lease shall not constitute an offer by the delivering party or otherwise bind the delivering party or create any enforceable rights in favor of the other party. This Lease shall not be binding or enforceable unless and until it is executed and delivered by both Landlord and Tenant.

14. 24 Effect on Landlord Governmental Capacity. Although Landlord is a governmental entity, none of Landlord' sconsents, approvals or performance of obligations under this Lease shall constitute consents, approvals or acts in the Landlord' sgovernmental capacity, but shall only constitute consents, approvals and acts by Landlord in its proprietary capacity as the landlord under this Lease.

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

LANDLORD:

CITY OF COVINA,
a municipal corporation
By:

Print Name:

ATTEST:

Chris M rcarel1a
Title: City Manager
12926- 0001126TT251v4. doc
TENANT:

COVINA HOUSING AUTHORITY
By:

Print Name: Chri s Marcarel 1 o
Title: Executive Director
26-

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Fabian ityGlefie ,Qpp- y
Ci- ty 024
27-
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EXHIBIT " A"

DESCRIPTION OF LAND
THAT PORTION OF L, O° T" 53 OF TRACT NO. 14799, IN THI: CITY OF OVINA, COUNTY OF I OS ANGELES, S" TA"E OF CALIFORNIA, AS PER NIAP RECORDI., I) IN BOOK 311:, PAGES 9, 10 ANI) I I , INCLUSIVE OF MAPS AND THAT PORTION OF LOT 2 IN SECTION 13, TOWNSHIP I SOU' T' H, RANGE I() WEST, SAN BERNARDINO' MERIDIAN, IN 1 HE CITY OF COVINA, COUNTY OF LOS ANGELES, STA` IL OF
CALIFORNIA, ACCORDING " 1;O THE OFFICIAL PLAT OF THE SURVEY

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

BEGINNING AT THE SOUTHEAST CORNER. OF SAID I., O' T
THENCE ALONG THE EASTERLY LINE OF SAID LOT 53 AND IT NORTHERLY PROLONGATION, NORTH 00° 13' 48°'' WEST, 292. 00 FEET;

THENCE DEPARTING SAID NORTHERLY PROLONGATION,
SOUTH 89° 45" 52" WEST, 87. 00 FEET; F?: T
THENCE SOUTH 00' 13' 48" EAST, 167. 67 FEET;
THENCE SOUTH 40° 33'6" EAST, 60. 00 FEE`(";
THENCE SOUTH 010 13' 48°' EAST', 82. 24 FEET TO THE SOUTHERLY LINE OF SAID LOT 53 AND THE NORTHERLY RIGA'" -OF' -WAY LINT; OF SAN B RNARI) IO RD. (3. 00' NORTHERLY HALF WIDTH);
THENCE ALONG SAID SOUTHERLY LINE OF LOT 53 AND THE
NORTHERLY RIGHT- OF- WAY LINE 01' SAN BERNARDINO 1t. D., NORTH 85° 25' 51" EAST, 48. 31 FEET To THE POINT OF '' F: GINNING. 129/ 6-0 11' 2Ei77' 1 v4. do,

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EXHIBIT " II"
SCOPE!; OF DEVE OP NTP ' SCRI IO l OEI PROM ' NT f ' ilrt: f CT The City of Covina Navigation Center will consist of the foliowing major development features:
1, Perimeter fencing of not less than 6 feet in height and not more than 10 feet in height. The perimeter fencing would consist of decorative metal, wood (or synthetic wood), masonry block and/ or a combination of all those materials.

2. Administrative Center building consisting of administrative off'. ices, meeting rooms, r troom, s, small classroom( s) and computer lab/ work stations.

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

4. Laundry facility (modular).

5. Warming kitchen ( modular).

6. Storage lockers ( modular).

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

9. Outdoor dining area.

10. Surface parking/ loading arca.
l 1. Utility service ( electricity, water, sewage).
1292 &' 9 4 42 77? nv4. doc:
f 2700

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EXHIBIT " C"

SCHEDULE OF PERFORMANCE (DEADLINES)

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

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

3. December 1, 2024. Completion; begin Navigation Center operations. 12926- 000l\ 2677251 v4, doc

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EXI 1. t IT " D"

P RMLTTED HAZARDOUS MATERIAL
Hazardous materials normally and customarily used in the development, construction and operation of developments similar to the project described in this Lease that are used, stored, transported and disk r sed of in accordance with all applicable laws.

Minor quantities of hazardous materials normally and customarily used by tenants/ subenants of developments similar to the Property that are used, stored, transported and disposed of in accordance with all applicable laws. 1267725 v4, d+x

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EXHIBIT " E"

FORM OF MEMORANDUM OF GROUND LEASE AND USE RESTRICTIONS Attached.)
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A N MENT TO GROUND LEASE
This AMENDMENT TO GROUND LEASE (this " Amendment") i,s dated as of December 5, 2023 ( the " Effective Date") and is entered into by and between the CITY OF COVINA, a municipal corporation (" Lessor"), and the COVINA HOUSING AUTHORITY Lessee").

REC: ITA
A. The Lessor and :Lessee are parities to that certain Ground Lease dated June 21, 2022.

Lessor and Lessee desire to amend the Lease as herei ; f er set forth.

AGREEMENT
NOW, 'THEREFORE, for good and valuable consideration, the receipt and su which is hereby acknowledged, Lessor and Lessee hereby agree as follows.

New Exhibit ' C"' (Schedule of Performance) Exhibit " C" to the Lease is :hereby deie and the attached new Exhibit " C" is hereby substituted in lieu thereof.

2. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.
ncy of
3 wI i
rre of Essence. Time is of the essence of every provision hereof and the new Exhibit C; in hich time is a factor
IN AV TNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

Page 51 ends

LESSOR.

CITY OF COVINA
By.

Print Name
Title:. C N ... ! a ..

ATTEST
City Cle
AP . : IF '' TO p" ORM..
ity Attorney
5vi. ao
LESSEE
COVINA HOUSING AI.. CTHORITY
I3y
Print Name.

Title:
n

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EXHIBIT " C"

SCHEDULE OF PERFORMANCE ( DEADLINES)
1 September 30, 2024 Construction of new signalized intersection entrance from San Bernardino Road into the City of Covina Public Works Yard ( with new surface parking lot)

2. March 30, 2025 Installation of perimeter fencing, modular facilities, administrative facilities, utilities and similar features.
3 September 30, 2025 Completion, begin Navigation Center operations.

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SECOND AMENDMENT TO GROUND LEASE
This SECOND AMENDMENT TO GROUND LEASE (this "Amendment") is dated as of June 18,2024 (the "Effective Date") and is entered into by and between the CITY OF COVINA, a municipal corporation ("Lessor"), and the COVINA HOUSING AUTHORITY ("Lessee").

RECITALS
A. The Lessor and Lessee are parties to that certain Ground Lease dated June 21, 2022 and amended it by an Amendment to Ground Lease dated December 5, 2023.

B. Lessor and Lessee desire to amend the Lease as hereinafter set forth.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows:

1. Rent. Section 3.1 of the Lease is hereby deleted and the following is substituted in lieu thereof:
"3 .1 Rent. Commencing on the earlier of: (i) the date on which the Project is completed, or (ii) the deadline for completion of the Project in Exhibit "C" as extended pursuant to Section 14.4 if applicable (such earlier date being hereinafter referred to as the "Rent Commencement Date"), Tenant shall pay rent to Landlord for the Property at the rate of Sixty Four Thousand Dollars ($64,000.00) per year, increased on each anniversary of the Rent Commencement Date by three percent (3% ), which shall be prepaid for the first 23 years after the Rent Commencement Date by Tenant prior to the Rent Commencement Date (such prepayment amount being $1,929,835.22, which was calculated as a present value amount using a discount rate equal to the LAIF interest rate of the original Lease reference date of June 21, 2022 that Landlord could obtain by investing such funds), and shall be payable for the period after the 23 year prepayment period in equal monthly installments, on the first business day of each calendar month, without notice, deduction or offset.

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

2. Section 3.3 of the Lease is hereby deleted and the following is substituted in lieu therefore:
"3.3 Contingent Secured Construction Loan by Landlord from Prepaid Rent. If Tenant is unable, despite good faith efforts, to obtain adequate grant, conditional grant or forgivable loan funds/fmancing on or before March 30, 2025 to complete the Improvements, then Landlord hereby commits and covenants to make Tenant a conditional secured grant (or forgivable secured loan) from the rent paid by Tenant to Landlord, up to the entire amount of such rent, to the extent needed to finance the completion of the 12923-000 I \293 8882v 1. doc

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Improvements. Such construction loan shall be disbursed in increments, not more often that once every thirty days, after receipt of a written draw request from Tenant stating the amount of the disbursement requested and including reasonable evidence of the costs to be paid, and subject to other reasonable construction loan disbursement conditions.

Such loan shall be secured by the Tenant's interest under this Lease, and shall be evidenced by a promissory note and leasehold deed of trust reasonably acceptable to Landlord. The promissory note shall have an interest rate of three percent (3%) per annum and a maturity date that is the expiration or earlier termination of this Lease, and will provide that the loan principal and accrued interest shall be repaid in annual installments from 100% of the annual "residual receipts" (as defmed in the promissory note, but consisting of the amount by which income from the Property exceeds costs of operating the Property and providing services to residents), but that principal outstanding on the maturity date will be forgiven."

3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

4. Time of Essence. Time is of the essence of every provision of this Lease in which time is a factor.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

LESSOR:

CITY OF COVINA ~
By:~ Print Name: Chris Marcarello
Title: City Manager
ATTEST:
c~
12923·000 I 12938882v l.doc
LESSEE:

COVINA HOUSING AUTHORITY
I"II ..• IJ By:_...::~='-:-::--c-:-::-~--:-:-..::>...-- Print Name: Chris Marcarello Title: Executive Director

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 7
Meeting: September 17, 2024
Title: Purchase of Five Vehicles for the Police Department Presented by: David Povero, Chief of Police
Recommendation: Approve the purchase of five (5) Dodge Durango and approve Resolution CC 2024-87 appropriating $73,624.01 for vehicle purchase and retrofit for the K-9 program.

EXECUTIVE SUMMARY:

The police department is requesting the purchase of five (5) 2025 Dodge Durangos (SUVs) from Elk Grove Auto in Elk Grove CA, in the total amount of $268,120.05 with taxes and fees included or $53,624.01 each. Three vehicles will be for the traffic Division, one for the replacement of P16 in patrol which was totaled after a traffic collision and one for the canine program.

DISCUSSION:

These new five vehicle will be assigned as follows.
 Three vehicles will be purchased under the California Highway Patrol’s Cannabis Tax Fund Grant Program (CTFGP). The department was awarded $427,120.68 earlier this year for use in traffic enforcement activities and the purchase of equipment and supplies.  One vehicle will replace P16 which was involved in a traffic collision last year and was determined to be a total loss.
 One vehicle will be assigned to the Canine unit and will be equipped as such for this particular detail.

Upon purchase of the vehicle the K-9 Foundation of Covina will reimburse the City of Covina for the full amount of the vehicle purchase at $53,624.01 and up to $20,000 retrofitting as a K-9 vehicle.

In order to evaluate the proposed purchase price for the vehicle, staff closely examined vehicle pricing, options and trim within Los Angeles and Orange Counties for SUV models traditionally used for patrol duties. In the last few years it has been nearly impossible to purchase police vehicles from Ford, Chevy and Dodge due to production delays and high demand for law enforcement vehicles. Covina is fortunate to have located these 2025 Dodges after a thorough search. After our review, we confirmed that the proposed purchase price is fair and roughly within 3% of market range.

Based on the reasonableness of these circumstances, it is requested that the City Council consider waiving competitive bid requirements per Municipal Code 2.20.080 Sections B. This section states that non-competitive proposals may be made only when at least one of the following circumstances applies: 1) The supply, service or equipment is available from only one source; 2) The public exigency or emergency for the supply, service or equipment will not permit a delay resulting from competitive solicitation; and 3) After solicitation of a number of sources, competition is determined inadequate. Sections B2 & B3 apply in this situation. Staff did attempt to solicit bids from multiple dealerships, but no vehicles were available. The Police Department urgently needs vehicles and cannot wait months for availability as it will negatively impact operations.

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FISCAL IMPACT:

The funds of four of the vehicles have been budgeted for the FY 2024-25 budget. The fifth vehicle is non-budgeted and therefore the police department is requesting an additional $53,624.01 for the purchase of the vehicle and $20,000 for the retrofit for a total of $73,624.01 to be paid from the unallocated general fund balance. This total amount will later be reimbursed by the K-9 Foundation of Covina as donation.

CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

None
Respectfully submitted,

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Elk Grove Auto DATE September 12, 2024
To: Ray Marquez Quotation # 3092B
City of Covina
(916)509-8598 - Desk 534 N. Barranca Ave.
(916)792-3672 - Cell Covina, CA 91723
Prepared by: Andrew Villareal
(916) 509-8598
Comments or special instructions: Vehicle build and options are in additional pages.

AMOUNT
$ 40,400.00
$ 2,470.00
$ 1,950.00
$ 3,000.00
$ 47,820.00
DOC Fee $ 85.00
Taxable Subtotal: $ 47,905.00

10.250% $ 4,910.26
Tire Fee: $8.75
$ 800.00
Total: $ 53,624.01
QTY Grand Total $ -

ATTACHMENT A
If you have any questions concerning this quotation, contact Andrew Villareal at (916)509-8598 or email at [email protected]
Line #2 2025 Dodge Durango AWD
Options (Refer to Window Sticker):

Delivery Charge:
**** specs with the PO or the vehicle will not be ordered. **** Subtotal
**** Please review, sign, and return a copy of the quote and **** Paint 4 Doors and Roof White
___________________________________________________
8575 Laguna Grove Dr.

Elk Grove, CA 95757
State Contract # 1-22-23-23E
****Shipping charge added for deliveries beyond Sacramento. No charge for will call.**** CA Tire Fee: $1.75 / Per Tire
Tax Rate(Subject to change):

Description
Upgrade to Pursuit
(Order Acknowledgment Signature) (Date)
THANK YOU FOR YOUR BUSINESS!

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ATTACHMENT B
RESOLUTION CC 2024-87

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

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
APPROPRIATING FUNDS IN THE AMOUNT OF $73,624.01 AND
INCREASING THE POLICE DEPARTMENT FISCAL YEAR 2024-25

EXPENDITURE BUDGET BY THE SAME AMOUNT
WHEREAS, the City of Covina is a municipal corporation duly organized and existing pursuant to the Constitution and laws of the State of California (“City”); and WHEREAS, the City of Covina police department would like to purchase a K-9 vehicle using unallocated general fund balance; and
WHEREAS, utilizing this allocation will increase the Police Department’s appropriation by $73,624.01; and
WHEREAS, the reallocation of appropriations may be made by the City Manager, amendments (increases/decreases) to the Budget shall be by approval and Resolution of the City Council;

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

SECTION 1. Amend the fiscal year 2024-25 Police Department Budget as follows:

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
Account Number Account Title Original Budget Increase by Budget Amendment 7010 6010 55550 PD Police Vehicle 350,000 $ 73,624.01 $ 423,624.01 Page 123 of 296 Resolution CC 2024-87 Page 2 of 2

CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2024-87 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

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 8
Meeting: September 17, 2024
Title: Badillo Street Water Services Replacement Project – Project No. W2501 – Award of Contract to GRBCON, Inc. for a Not-to-Exceed Amount of $379,581.20.

Presented by: Rafael M. Fajardo, Interim Director of Public Works/City Engineer Recommendation: 1. Approve plans and specifications for the Badillo Street Water Services Replacement Project;

2. Award a contract for the Badillo Street Water Services Replacement Project to GRBCON, Inc. as the lowest responsive and responsible bidder for a not-to-exceed amount of $379,581.20 and authorize the City Manager to execute the contract;

3. Authorize a project contingency amount of $37,958.12 (approximately 10%) for any unforeseen construction expenses; and

4. Award a Professional Services Agreement to Siterep Construction Services, Inc for Inspection Services for an amount not-to-exceed $25,200 and authorize the City Manager to execute the contract.

EXECUTIVE SUMMARY:

As part of the City’s Fiscal Year 2024-2025 Capital Improvement Program, the City Council approved the Badillo Street Water Services Replacement Project, which is comprised of the installation of two (2) 6-inch main laterals, four (4) commercial fire hydrants, and one (1) 4-inch service lateral manifold to six (6) 1-inch service lines along Badillo Street from Rimsdale Avenue to Lark Ellen Avenue.

Following a public bidding process, it has been determined that the lowest responsive and responsible bidder for the project is GRBCON, Inc. As such, it is recommended that a contract be awarded for the Badillo Street Water Services Replacement Project to GRBCON, Inc. as the lowest responsive and responsible bidder in an amount not-to-exceed $379,581.20 and authorize the City Manager to execute the contract.

DISCUSSION:

The water main line on Badillo Street that lies between Rimsdale Avenue and Lark Ellen Avenue was installed circa 1950. The un-lined steel water main has been subject to a significant number of failures and the main line, galvanized services, old valves and hydrants have recently exceeded their useful life. The Badillo Street Water Services Replacement Project will ultimately provide high quality water service to Covina residents and businesses located within the project area for the foreseeable future.

A Notice Inviting Bids was published in the San Gabriel Valley Examiner on Thursday, August 26th & September 5 th
, 2024. Sealed bids were accepted in the Office of the City Clerk until 10:00 am on Tuesday, September 10, 2024. Beginning at 10:00 a.m. on September 10, 2024, the City Clerk publicly opened and read four (4) sealed bids with the following results:

RANK BIDDER LOCATION TOTAL BID AMOUNT
1 GRBCON, Inc. Baldwin Park, CA $379,581.20

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2 Gentry Brothers, Inc. Irwindale, CA $402,096.00
3 Big Ben Engineering, Inc. Irvine, CA $431,750.00
4 Dominguez General
Engineering, Inc.

Pomona, CA $496,600.00
Staff has reviewed all bid documents for compliance and evaluated the contractors’ professional backgrounds and recently completed projects for competency. As a result, staff recommends a contract award to the lowest responsive and responsible bidder, GRBCON, Inc., given that this firm has completed numerous water main replacement projects for several public agencies in Southern California including Covina.

FISCAL IMPACT:

The funding sources allocated for the Badillo Street Water Services Replacement Project as well as associated project expenses are as follows:

ALLOCATED PROJECT FUNDS IN FY 2024-25

FUNDS ALLOCATION ACCOUNT
Water CIP Fund $ 1,250,000 6011-5080-55410-W2501
Total Allocation $ 1,250,000

PROPOSED PROJECT EXPENSES

DESCRIPTION AMOUNT
Contract Amount (GRBCON, Inc.) $ 379,581.20
Contingency Allowance $ 37,958.12
Total Contract Amount $417,539.32
Siterep Construction Services, Inc. (Construction Inspection Services) $ 25,200.00 Total Fiscal Impact $442,739.32
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

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

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

Respectfully submitted,

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ATTACHMENT A

CONTRACT

CITY OF COVINA CONTRACT FOR
BADILLO STREET WATER SERVICES REPLACEMENT PROJECT –
PROJECT NO. W2501
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 GRBCON, Inc., a California corporation (“Contractor”). Contractor’s California State Contractor’s license number is 1012408; Class A. Contractor’s DIR registration number is 1000038691.

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 Badillo Street Water Services Replacement Project – Project No.

W2501 (“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 Three Hundred and Seventy-Nine Thousand Five Hundred and Eighty-One Dollars and Twenty Cents ($379,581.20) 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, the Contractor certifies as follows:

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“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]

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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:

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EXHIBIT A

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EXHIBIT B

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:

BADILLO STREET WATER SERVICES REPLACEMENT PROJECT – PROJECT NO. W2501 (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.

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The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration or addition.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:
“Principal”
By:

Its
By:

Its
(Seal)
“Surety”
By:

Its
By:

Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.

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EXHIBIT C

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Covina (“City”), has awarded to
(“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:

BADILLO STREET WATER SERVICES REPLACEMENT PROJECT – PROJECT NO. W2501 (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

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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.

Dated:
“Principal”
By:

Its
By:

Its
(Seal)
“Surety”
By:

Its
By:

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ATTACHMENT B

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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated September 17, 2024 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”) and Siterep Construction Services, Inc., a California corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City desires to utilize the services of Consultant as an independent contractor for inspection services the Badillo Street Water Services Replacement Project – Project No. W2501.

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

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

The parties therefore agree as follows:

1. Term of Agreement. The term of this Agreement shall be from the Effective Date through June 30, 2025, unless sooner terminated as provided in Section 14 of this Agreement.

2. Compensation.

A. Compensation. As full compensation for Consultant’s services provided under this Agreement, City shall pay Consultant a sum not to exceed Twenty-Five Thousand Two Hundred Dollars ($25,200) (the “maximum compensation”), based on the hourly rates set forth in the Approved Fee Schedule, attached hereto as Exhibit A. Any terms in Exhibit A, other than the payment rates and
B. Expenses. The amount set forth in paragraph A shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement.

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

3. Consultant’s Services.

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

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ATTACHMENT C
B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Andre Ortiz, President (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.

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

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

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

F. Compliance with Laws. The Consultant shall keep itself informed of all local, state and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City and its agents shall not be liable at law or in equity occasioned by failure of the Consultant to comply with G. Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

4. Method of Payment.

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

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

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

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

6. Independent Contractor.

A. Consultant is, and shall at all times remain as to City, a wholly independent contractor and not an employee of City. The personnel performing the services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Consultant shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Consultant’s personnel require to perform any of the services required by this Agreement. Consultant shall perform the services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’s performance of the services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services.

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

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of the services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such

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Covina City CouncilSeptember 17, 2024

Covina City Council
September 17, 2024