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annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.
B. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 7. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
8. Confidentiality. All data, documents, discussion, or other information (collectively “data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential. Consultant shall keep all data confidential and shall not disclose any data to any person or entity without City’s prior written consent. City shall grant such consent if disclosure is legally required. Consultant shall return all data to City upon the expiration or termination of this Agreement. Consultant’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.
9. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including the Political Reform Act (Gov.
Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.
A. Indemnities for Third Party Claims.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole
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negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liability with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
Notwithstanding the foregoing, Consultant shall not be liable for any acts or failure to act by Consultant in reasonable reliance upon any directions or instructions by City in connection with the Consultant’s issuance, non-issuance, or revocation of any registration, license, permit, or exemption. Where this section requires Consultant to defend the City, the City may instead require the Consultant to pay for and reimburse the City for full costs and expenses of necessary defense. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.
City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph A. 2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties.
B. Workers’ Compensation Acts not Limiting. Consultant’s indemnifications and obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section 10 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability, tax, assessment, penalty or interest asserted against City.
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D. Survival of Terms. Consultant’s indemnifications and obligations under this Section 10 shall survive the expiration or termination of this Agreement.
10. Insurance.
A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Four Million Dollars ($4,000,000) per project or location.
If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of Two Million Dollars ($2,000,000) per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Consultant has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Consultant shall provide an executed declaration that it has no employees. 4) Professional Liability Insurance [or Errors and Omissions Insurance] with minimum limits of Two Million Dollars ($2,000,000) per claim and in aggregate.
B. Acceptability of Insurers. The insurance policies required under this Section 11 shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self insurance shall not be considered to comply with the insurance requirements under this Section 11.
C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming the City, its officers, employees, agents and volunteers as additional insureds.
D. Primary and Non-Contributing. The insurance policies required under this Section 11 shall apply on a primary non-contributing basis in relation to any other insurance or selfinsurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
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E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) calendar days’ prior written notice to City. If any insurance policy required under this Section 11 is canceled or reduced in coverage or limits, Consultant shall, within two (2) business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section 11, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance. Prior to the performance of services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 11. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 10 of this Agreement.
K. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 11.
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11. Mutual Cooperation.
A. City’s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant’s proper performance of the services required under this Agreement.
B. Consultant’s Cooperation. In the event any claim or action is brought against the City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.
12. Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of five (5) years. Consultant shall, without charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.
13. Termination or Suspension of Agreement.
A. Right to Terminate or Suspend. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least forty five (45) calendar days before the termination or suspension is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.
B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.
14. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.
15. Notices. Any notices, consents, requests, demands, bills, invoices, reports or other communications which either party may desire to give to the other party under this Agreement must be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by reputable document delivery service or courier service during Consultant’s and City's regular business hours, or (c) five business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the party to be notified as set forth below:
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If to City: If to Consultant:
Attn: Finance Director HdL Software
City of Covina 1340 Valley Vista Drive
125 E. College Street Diamond Bar, CA 91765
Covina, California 91723
16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law.
Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
17. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
18. No Third Party Beneficiaries Intended. Except as otherwise provided in Section 10, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
20. Exhibits. Exhibit A constitutes a part of this Agreement and is incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.
21. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the
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parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.
22. Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties. The City Manager is authorized to sign an amendment to this Agreement on the City Council’s behalf and without the City Council’s prior approval to make the following nonsubstantive modifications to the Agreement: (a) name changes; (b) extensions of time; (c) nonmonetary changes in the scope of work; and (d) termination of the Agreement.
23. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement.
24. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
25. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.
26. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Covina.
27. Attorneys’ Fees. In any litigation or other proceeding by which on party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be shall be awarded reasonable attorneys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
28. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
29. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
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[SIGNATURE PAGE FOLLOWS]
The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.
City:
City of Covina,
a California municipal corporation
By:
Name:
Title:
ATTEST:
By:
Name: Fabian Velez
Title: Chief Deputy City Clerk
APPROVED AS TO FORM:
By:
Name: Kevin G. Ennis
Title: City Attorney
Consultant:
Hinderliter de Llamas & Associates a
California Corporation
By:
Name:
Title:
By:
Name:
Title:
(Two signatures of corporate officers required
for corporations under Corporations Code
Section 313, unless corporate documents
authorize only one person to sign this
Agreement on behalf of the corporation.)
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EXHIBIT A
SCOPE OF SERVICES AND APPROVED FEE SCHEDULE
Business License Tax and Fees Administration
SCOPE OF SERVICES
Consultant will provide the following Services relative to Client’s business license tax administration.
1. Operations Management Services
1.1. Establish and maintain database of Client businesses.
1.2. Receive and process applications, renewals and payments in a timely fashion.
1.3. Send renewal notices to active businesses within 30 days of the renewal period end date or at another interval specified by Client.
1.4. Provide businesses multiple options for submitting applications, renewals, payments, or support requests (including via website, email, mail, phone, and fax. Consultant license specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).
1.5. Remit revenue to Client no less than monthly.
1.6. Provide Client staff access to website portal offering business registry inquiry, reporting, and electronic department approval capabilities.
2. Compliance Services: 1) Identify and register businesses which are subject to licensure or taxation, 2) collect known debt as pertains to business license or tax, and 3) identify under-reported tax liability.
2.1. Discovery Services
2.1.1.Develop a list of businesses subject to Client licensure or taxation.
2.1.2.Notify non-compliant businesses of their options to comply or dispute their non-compliant status. Notification and support to businesses will be facilitated through the website, mail, email, phone and fax.
2.1.3.Review information and forms submitted by the business for completion and accuracy, inclusive of any additional required documentation (i.e. home occupation permit). All submissions are filed and stored electronically and made available to Client upon request.
2.1.4.Provide businesses with detailed invoicing and options to pay via website, mail, and phone.
2.1.5.Remit revenue to Client no less than monthly, along with all business applications and any additional documentation.
2.2. Collection Services
2.2.1.Identify businesses subject to Client licensure or taxation which have known debt to Client and have failed to pay within an appropriate time frame.
2.2.2.Notify businesses of their options to comply or dispute their non-compliant status.
2.2.3.Provide businesses with detailed invoicing and options to pay via website, mail and phone.
2.2.4.Remit revenue to Client no less than monthly.
2.3. Audit Services
2.3.1. Identify potential under-reporting and/or misclassified businesses.
2.3.2.Audit businesses mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses.
2.3.3.Submit audit summaries to Client and discuss further actions.
2.3.4.Educate businesses on proper reporting practices.
2.3.5.Invoice and collect identified deficiencies.
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3. Online Payment Processing – Consultant’s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.
3.1. Client Responsibilities
3.1.1.As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by Consultant’s payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by Consultant’s payment processor. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.
3.1.2.Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.
FEES SCHEDULE
4. Operations Management Services
4.1. Fees for performing operations management Services shall be $18.35 for each processed account, which is any account for which an application or renewal/return was processed, or active account which was sent a renewal notice.
4.1.1.Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change.
For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.
4.2. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (including implementation, training, operations and support). All such expenses only apply to out of scope travel and must therefore be pre-approved by Client.
4.3. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.
5. Compliance Services
5.1. Fees for performing compliance Services apply to all monies received for the current tax/license period and any other prior period collected (including monies received for taxes, penalties, interest, and fees).
5.1.1.Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.
5.1.2.In the event that Client discovers a non-compliant business and reports the business to Consultant (including a calculation of all taxes/fees due), Consultant will categorize the business as a collection service effort and thus apply the lower collection Services contingency Fee rate.
5.1.3.Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services.
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5.1.4.Fees for performing audit Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.
5.2. Consultant recognizes Client’s authority to waive or reduce the tax/fee debt of a business. Should Client decide to do so for a business whose deficiency was identified by Consultant, Consultant shall be entitled to compensation in the amount of one half (1/2) of the Fees Consultant would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or other legal defense) shall not be considered a Client voluntary election to waive, and thus, Consultant would not be entitled to compensation related thereto under this provision.
5.3. The fee shall be paid notwithstanding any related Client assistance, work in parallel, and/or incurrence of attorneys’ fees or other costs or expenses in connection, with the relevant Services.
5.4. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including implementation, training, operations, and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by Client.
5.5. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.
6. Payment Processing – Consultant will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here.
6.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.
6.1.1.Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00
6.1.2.ACH/eCheck processing - $2.50 per transaction
6.2. Client funded
6.2.1.Credit and debit card processing – 2.9% of transaction amount
6.2.2.ACH/eCheck processing - $0.75 per transaction
6.3. Returned payments/NSF fee – Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayers account.
6.4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.
7. Other Services
7.1. Council meeting – Fee for Consultant to attend a council meeting is $2,500.00.
7.2. Hourly rates – Consultant’s current hourly rates are as follows:
7.2.1.Principal - $325/hr
7.2.2.Programmer - $295/hr
7.2.3.Senior Analyst - $245/hr
7.2.4.Analyst - $195/hr
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 10
Meeting: September 1, 2026
Title: Loma Vista Street & Orange Circle Water Main Replacement Project – Project No.
W2701 – Award of Contract to Gentry Brothers, Inc. in the Amount of $274,500 Presented by: Rafael M. Fajardo, Director of Public Works/City Engineer Recommendation: 1. Approve plans and specifications for the Loma Vista Street & Orange Circle Water Main Replacement Project – Project No. W2701;
2. Award a contract for the Loma Vista Street & Orange Circle Water Main Replacement Project – Project No. W2701 to Gentry Brothers, Inc. as the lowest responsive and responsible bidder in the amount of $274,500 and authorize the City Manager to execute the contract;
3. Authorize a contingency amount of $50,000 for any unforeseen construction expenses; and
4. Award a Professional Services Agreement (PSA) to Siterep Construction Services, Inc. for Construction Management and Inspection Services for an amount not-to-exceed $63,000 and authorize the City Manager to execute the agreement.
EXECUTIVE SUMMARY/BACKGROUND:
As part of the City’s Fiscal Year 2026-2027 Capital Improvement Program, the City Council approved the Loma Vista Street & Orange Circle Water Main Replacement Project - Project No. W2701. The projects consists of the installation of a 6-inch water main, water hydrants, services and other related work along Loma Vista Street & Orange Circle.
Following a public bidding process, it has been determined that the lowest responsive and responsible bidder for the project is Gentry Brothers, Inc. As such, it is recommended that a contract (Attachment A) be awarded for the Loma Vista Street & Orange Circle Water Main Replacement Project - Project No. W2701 to Gentry Brothers, Inc. in the amount of $274,500 and authorize the City Manager to execute the contract.
DISCUSSION:
A Notice Inviting Bids was published in the San Gabriel Valley Examiner on Thursday, August 13, 2026, and Thursday, August 20, 2026, as well as posted in the Dodge Construction Network beginning on August 13, 2026. Sealed bids were accepted in the Office of the City Clerk until 10:00 am on Tuesday, August 25, 2026. Beginning at 10:00 a.m. on Tuesday, August 25, 2026, the City Clerk publicly opened three (3) sealed bids with the following results:
Rank Bidder Location Base Bid
Amount
1 Gentry Brothers, Inc. Irwindale, CA $274,500
2 Stephen Doreck Equipment Rentals, Inc. Pico Rivera, CA $280,040 3 Cedro Construction, Inc. Santa Paula, CA $369,886
City staff has reviewed all bid documents for compliance and evaluated the contractors’ professional background and recently completed projects for competency. As a result, City staff recommends an award of contract to the lowest responsive and responsible bidder, Gentry Brothers, Inc., given that this firm has completed major water installation projects for several public agencies in Southern California including the City of Covina’s Front Street Water Main Installation Project, Covina Heights Water Improvements Project, and Emergency Water Main Repairs along Barranca Avenue & Badillo Street due to aging infrastructure.
FISCAL IMPACT:
The Loma Vista Street & Orange Circle Water Main Replacement Project - Project No. W2701 was included in the adopted Fiscal Year 2026-2027 Capital Improvement Program as shown below:
PROJECT FUNDING
Loma Vista Street & Orange Circle Water Main Replacement Project - Project No. W2701 Source of Project
Funds
Amount Account Council Appropriation
Action
Water CIP $450,000 60115080-55410-W2701 FY 2026-2027 CIP Budget Grand Total $450,000
The following table conveys the anticipated expenditure summary:
PROJECT EXPENSES
Description Amount
Contract Base Bid (Gentry Brothers, Inc.) $274,500
Contingency Allowance $50,000
Project Subtotal $324,500
Construction Management and Inspection Services (Siterep Construction Services, Inc.)
$63,000
Total Project Fiscal Impact $387,500
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,
ATTACHMENT A
CONTRACT
CITY OF COVINA CONTRACT FOR
LOMA VISTA STREET & ORANGE CIRCLE WATER MAIN
REPLACEMENT PROJECT – PROJECT NO. W2701
THIS CONTRACT (“Contract”) is made and entered this 1
st day of September, 2026 (“Effective
Date”), by and between the CITY OF COVINA, a California municipal corporation (“City”) and Gentry Brothers, Inc a California corporation (“Contractor”). Contractor’s California State Contractor’s license number is 397682; Class A. Contractor’s DIR registration number is 10000002240.
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 Loma Vista Street & Orange Circle Water Main Replacement Project – Project No. W2701 (“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 Two Hundred and Seventy Four Thousand Five Hundred Dollars ($274,500) 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:
“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]
CITY OF COVINA
By:
City Manager
ATTEST:
By:
Chief Deputy City Clerk
Dated:
(“CONTRACTOR”)
By:
Printed Name:
Title:
By:
Printed Name:
Title:
EXHIBIT A
EXHIBIT B
PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Covina (“City”), has awarded to
(“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:
LOMA VISTA STREET & ORANGE CIRCLE WATER MAIN REPLACEMENT PROJECT – PROJECT NO. W2701
(Project Description/ Name)
WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract.
NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of
Dollars ($ ), this
amount being not less than the total Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitations as it applies to an action on this Bond.
The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications.
Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto.
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Principal”
By:
Its
By:
Its
(Seal)
“Surety”
By:
Its
By:
Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.
EXHIBIT C
PAYMENT BOND
(LABOR AND MATERIALS)
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:
LOMA VISTA STREET & ORANGE CIRCLE WATER MAIN REPLACEMENT PROJECT – PROJECT NO. W2701
(Project Description/Name)
WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.
NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of Dollars
($ ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.
It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.
Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect.
The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration or addition.
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Principal”
By:
Its
By:
Its
(Seal)
“Surety”
By:
Its
By:
Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated September 1, 2026 (“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 related to the Loma Vista Street & Orange Circle Water Main Replacement Project – Project No. W2701.
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, 2027, 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 Sixty-Three Thousand Dollars ($63,000) (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.
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.
C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this agreement available during Consultant’s regular working hours to City for review and audit by City.
5. Ownership of Documents. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed (“written products”) pursuant to this Agreement shall become the sole property of the City without restriction or limitation upon its use and may be used, reused, disseminated or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant.
6. Independent Contractor.
A. Consultant is, and shall at all times remain as to City, a wholly independent contractor and not an employee of City. The personnel performing the services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Consultant shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Consultant’s personnel require to perform any of the services required by this Agreement. Consultant shall perform the services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’s performance of the services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services.
City may make a computer available to Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the services under this Agreement.
B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of the services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.
C. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s personnel practices. or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section
6. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
7. PERS Compliance and Indemnification.
A. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform the services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law, commencing at Government Code Section 20000, the regulations of PERS, and the Public Employees’ Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.
B. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 7. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
8. Confidentiality. All data, documents, discussion, or other information (collectively “data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential. Consultant shall keep all data confidential and shall not disclose any data to any person or entity without City’s prior written consent. City shall grant such consent if
disclosure is legally required. Consultant shall return all data to City upon the expiration or termination of this Agreement. Consultant’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.
9. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including the Political Reform Act (Gov.
Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.
10. Indemnification.
A. Indemnities for Third Party Claims.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liability with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.
City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph A. 2).
3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties.
B. Workers’ Compensation Acts not Limiting. Consultant’s indemnifications and obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section 10 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Consultant’s indemnifications and obligations under this Section 10 shall survive the expiration or termination of this Agreement.
11. Insurance.
A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Four Million Dollars ($4,000,000) per project or location.
If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of Two Million Dollars ($2,000,000) per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11.
3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Consultant has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Consultant shall provide an executed declaration that it has no employees. 4) Professional Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per claim and in aggregate.
B. Acceptability of Insurers. The insurance policies required under this Section 11 shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self-insurance shall not be considered to comply with the insurance requirements under this Section 11.
C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming the City, its officers, employees, agents and volunteers as additional insureds.
D. Primary and Non-Contributing. The insurance policies required under this Section 11 shall apply on a primary non-contributing basis in relation to any other insurance or selfinsurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) calendar days’ prior written notice to City. If any insurance policy required under this Section 11 is canceled or reduced in coverage or limits, Consultant shall, within two (2) business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section 11, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at
Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance. Prior to the performance of services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 11. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 10 of this Agreement.
K. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 11.
12. Mutual Cooperation.
A. City’s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant’s proper performance of the services required under this Agreement.
B. Consultant’s Cooperation. In the event any claim or action is brought against the City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.
13. Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of five (5) years. Consultant shall, without charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.
14. Termination or Suspension of Agreement.
A. Right to Terminate or Suspend. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least seven (7) calendar days before the termination or suspension is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.
B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by
Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.
15. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.
16. Notices. Any notices, consents, requests, demands, bills, invoices, reports or other communications which either party may desire to give to the other party under this Agreement must be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by reputable document delivery service or courier service during Consultant’s and City's regular business hours, or (c) five business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the party to be notified as set forth below:
If to City: If to Consultant:
Attn: Public Works, Engineering Attn: Andre Ortiz
City of Covina Siterep Construction Services, Inc.
125 E. College Street 147 S. Eucla Avenue
Covina, California 91723 San Dimas, CA 91773
17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law.
Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
18. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
19. No Third-Party Beneficiaries Intended. Except as otherwise provided in Section 10, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
20. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
21. Exhibits. Exhibits A, & B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.
22. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.
23. Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties. The City Manager is authorized to sign an amendment to this Agreement on the City Council’s behalf and without the City Council’s prior approval to make the following nonsubstantive modifications to the Agreement: (a) name changes; (b) extensions of time; (c) nonmonetary changes in the scope of work; and (d) termination of the Agreement.
24. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement.
25. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
26. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.
27. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Covina.
28. Attorneys’ Fees. In any litigation or other proceeding by which on party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be shall be awarded reasonable attorneys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
29. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
30. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
[SIGNATURE PAGE FOLLOWS]
The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.
City:
City of Covina,
a California municipal corporation
By:
Name:
Title:
ATTEST:
By:
Name: Fabian Velez
Title: Chief Deputy City Clerk
Consultant:
Siterep Construction Services, Inc.
a California corporation
By:
Name: Andre Ortiz
Title: President
By:
Name: Andre Ortiz
Title: Secretary
(Two signatures of corporate officers required
for corporations under Corporations Code
Section 313, unless corporate documents
authorize only one person to sign this
Agreement on behalf of the corporation.)
EXHIBIT A
APPROVED FEE SCHEDULE
Attachment 2 – PROPOSED FEE
ITEM DESCRIPTION Unit RATE SUBTOTAL
1 Field Observer – Loma Vista St. Water Main Replacement Project 1 LS $63,000.00 $63,000.00 TOTAL $ 63,000.00
EXHIBIT B
SCOPE OF SERVICE
May 13, 2026
City of Covina
Rafael Fajardo
City Engineer
125 East College St.
Covina, CA 91723
RE: Loma Vista Street Water Main Replacement Project
Dear Mr. Fajardo,
Thank you for allowing Siterep Construction Services, Inc. the opportunity to provide this proposal for inspection services related to the above-mentioned project. Siterep is prepared to allocate its resources to assist the City of Covina in ensuring the work is in conformance with all local and regional standards.
Siterep’s key personnel have over 35 years of field experience in public works project construction and inspections throughout Southern California.
Siterep will provide inspection services per the attached exhibits:
• Attachment 1 – Scope of Work
• Attachment 2 – Proposed Fee
If selected for this project, Siterep looks forward to the opportunity of working with you to deliver a successful project on time and of the utmost quality for the residents of Covina.
Please feel free to contact us if you have any questions regarding our proposal or to arrange an interview.
Sincerely,
Andre Ortiz
President
Siterep Construction Services, Inc.
Attachment 1 – Scope of Work
Siterep will provide inspection services for the Loma Vista Street Water Main Replacement Project as indicated in the plans and specifications.
1. Perform QA monitoring on a periodic basis over a 60 working day period.
2. Surveillances of contractor’s operations to assure compliance with local and regional standards as outlined in the project documents.
3. Attend regularly scheduled progress meetings with contractor to discuss solutions to potential field issues.
Exclusions:
1. Sampling/Testing
2. Overtime
3. Night Work
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 11
Meeting: September 1, 2026
Title: Supplemental Law Enforcement Services
Presented by: Ric Walczak, Chief of Police
Recommendation: 1. Authorize the City Manager or his designee to sign Agreement with the City of Azusa; and
2. Approve Resolution CC 2026-101 Appropriating $50,000 in revenues and expenditures for the FY 2026-2027 General Fund Budget.
EXECUTIVE SUMMARY:
The City of Azusa would like to enter into an agreement with the City of Covina wherein the Covina Police Department would provide limited law enforcement staffing for a select number of Azusa’s special events during the year. Covina will provide staffing services based on resource availability. The cost of law enforcement staff time spent in special event deployments to Azusa will be fully compensated.
DISCUSSION:
The City of Azusa Police Department is requesting supplemental assistance from the Covina Police Department to provide extra law enforcement personnel during their special events. This arrangement is subject to proper coordination and resource availability for a planned event. This agreement only applies to planned special events and does not create a mutual aid obligation.
This agreement begins on November 1, 2026, and remains in effect for five (5) years unless terminated sooner under the agreement. Azusa shall compensate Covina for services actually rendered in connection with an event at Covina’s current fully burdened hourly billing rates, including applicable benefits and overtime, as reflected in the most current salary schedules or memoranda of understanding. Total compensation under this Agreement may not exceed $50,000 per contract year unless increased by written amendment approved by both Parties.
Within 45 days after an event, Covina shall submit an invoice to Azusa itemizing hours worked. Azusa shall then pay all undisputed amounts within 30 days of receipt.
FISCAL IMPACT:
Approval of this action will result in an appropriation of $50,000 in both General Fund revenues and expenditures. The expenditure appropriation will be fully supported by the corresponding revenue, resulting in no net fiscal impact to the General Fund.
Account Number Account Title Original Budget Increase Budget Amendment 1010 1130 43119 -EVENT Police Fee Other $ - $50,000.00 $ 50,000.00 1010 1130 50030-EVENT Patrol Overtime $ - $45,236.67 $ 45,236.67 1010 1130 50110-EVENT Patrol Medicare $ - $ 656.66 $ 656.66 1010 1130 50400-EVENT Worker Comp $ - $ 4,106.67 $ 4,106.67
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
None.
Respectfully submitted,
ATTACHMENT A
RESOLUTION CC 2026-101
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, TO APPROPRIATE $50,000 AND TO INCREASE THE
POLICE DEPARTMENT FY 2026-27 REVENUE AND EXPENDITURE
BUDGET BY $50,000
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 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; and
WHEREAS, the City of Covina shall appropriate $50,000 from the general fund balance to increase the police department budget for providing supplemental law enforcement service for the City of Azusa; and
WHEREAS, appropriating this amount will increase the police department revenue and expenditure accounts for FY 2026-27 by $50,000.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Amend the fiscal year 2026-2027 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 1
st day of September, 2026.
City of Covina, California
BY:
HECTOR DELGADO, Mayor
ATTEST:
___________________________________________
FABIAN VELEZ, Chief Deputy City Clerk Account Number Account Title Original Budget Increase Budget Amendment 1010 1130 43119 -EVENT Police Fee Other $ - $50,000.00 $ 50,000.00 1010 1130 50030-EVENT Patrol Overtime $ - $45,236.67 $ 45,236.67 1010 1130 50110-EVENT Patrol Medicare $ - $ 656.66 $ 656.66 1010 1130 50400-EVENT Worker Comp $ - $ 4,106.67 $ 4,106.67
Resolution CC 2026-101 Page 2 of 2
CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2026-xx was duly adopted by the City Council of the City of Covina at a regular meeting held on the 1
st day of September, 2026, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Dated:
__________________________________________
FABIAN VELEZ, Chief Deputy City Clerk
ATTACHMENT B
AGREEMENT
FOR SUPPLEMENTAL LAW ENFORCEMENT SERVICES
City of Azusa and Covina
This Agreement for Supplemental Law Enforcement Services (“Agreement”) is entered into by and between the City of Azusa, a California municipal corporation, acting through its Police Department (“Azusa”), and City of Covina (“Assisting Agency”).
Azusa and Assisting Agency may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Azusa periodically hosts planned special events within the City that require law enforcement staffing beyond Azusa’s regular patrol resources.
B. Assisting Agency operates a law enforcement department capable of providing supplemental law enforcement personnel for special events, subject to availability and acceptance.
C. The Parties desire to establish a standing agreement governing the terms and conditions under which Assisting Agency may, at Azusa’s request and discretion, provide supplemental law enforcement services for specific special events.
D. This Agreement applies only to planned special-event supplemental staffing and does not create a general mutual aid obligation, a cross-deputation arrangement, or an agreement under Penal Code § 830.8.
1. Term
This Agreement begins on November 1, 2026, and remains in effect for five (5) years unless terminated earlier under this Agreement.
2. Scope of Services
2.1 Requests for Services
Upon written request by Azusa, Assisting Agency may provide supplemental law enforcement services for a specific special event (“Event”). Each request identifies the anticipated date(s), location(s), nature of the Event, and estimated personnel needs.
Azusa may modify or withdraw a request, in whole or in part, at any time before the Event by providing written notice to Assisting Agency.
2.2 Availability, Acceptance, and Conditions
All services under this Agreement depend on Assisting Agency’s staffing availability and acceptance. Assisting Agency may decline a request or limit the number, classification,
4917-6365-7093 v1
or hours of personnel provided. Assisting Agency confirms acceptance in writing and identifies approved staffing parameters and any reasonable conditions imposed by Assisting Agency. An inability or failure to provide services due to an emergency, disaster, or other incident by Assisting Agency does not constitute a breach of this Agreement. Assisting Agency shall notify Azusa as soon as reasonably practicable if such conditions materially limit or prevent performance.
2.3 Event Coordination and Operational Authority
Azusa Police Department retains exclusive authority over Event-level coordination, deployment decisions, and incident command for each Event, including preparation, modification, and implementation of the Event operations plan. Assisting Agency personnel perform assigned duties in coordination with Azusa’s Event operations plan and public safety objectives. Assisting Agency personnel remain at all times under Assisting Agency’s exclusive supervision, policies, procedures, discipline, and employment control. Nothing in this Agreement authorizes Azusa to exercise day-to-day employment supervision or control over the manner or means by which Assisting Agency personnel perform law enforcement duties. Based on public safety needs, operational considerations, or Event conditions, Azusa may, in its reasonable discretion, reassign, limit, suspend, or terminate the use of Assisting Agency personnel for a specific Event.
2.4 Communications
For the limited purpose of providing services under this Agreement, Azusa may authorize Assisting Agency personnel to use Azusa Police Department radio channels or designated interoperability channels, subject to Azusa Police Department radio protocols and revocation at Azusa’s discretion.
3. Personnel
The classifications, approximate number of personnel, and hours for each Event are agreed to in writing by the Parties before the Event. All personnel provided under this Agreement remain employees of the Assisting Agency. This Agreement does not create an employment, joint-employment, special employment, or agency relationship between Azusa and Assisting Agency personnel, or between Assisting Agency and Azusa personnel.
4. Compensation
Azusa shall compensate Assisting Agency for services actually rendered in connection with an Event at Assisting Agency’s then-current fully burdened hourly billing rates, including applicable benefits and overtime, as reflected in Assisting Agency’s salary schedules or memoranda of understanding. Azusa has no obligation to pay for personnel or hours not requested or approved by Azusa for the applicable Event.
Unless otherwise agreed in writing, Azusa compensates Assisting Agency for one hour
4917-6365-7093 v1
of drive time per officer per day of service. Total compensation under this Agreement may not exceed $50,000 per contract year unless increased by written amendment approved by both Parties.
5. Administration of Personnel
Assisting Agency remains solely responsible for payment of salaries, wages, benefits, and workers’ compensation coverage for its personnel. Assisting Agency also remains responsible for all claims, including workers’ compensation claims, arising out of the employment or performance of services by its personnel under this Agreement.
Assisting Agency personnel have no claim or right to employment, civil service protection, salary, benefits, or workers’ compensation directly from Azusa by virtue of services performed under this Agreement.
6. Indemnification
6.1 Responsibility for Own Acts
The Parties acknowledge that Government Code section 895.2 may impose joint liability upon public entities that are parties to an agreement. Pursuant to Government Code section 895.4, and as between the Parties, each Party shall be responsible for the negligent or wrongful acts or omissions of its own officers, employees, and agents occurring in the performance of this Agreement.
6.2 Release
Except as otherwise provided in this Agreement, each Party releases the other Party, and its officers, employees, and agents, from claims by the releasing Party for injury to its own officers or employees, or for damage to its own property, arising out of the performance of this Agreement. This release does not limit either Party’s indemnification obligations under this Agreement. This Section shall survive termination or expiration of this Agreement.
6.3 Mutual Indemnification
Each Party shall indemnify, defend, and hold harmless the other Party, and its officers, employees, and agents, from and against any claims, liabilities, damages, or expenses, including those from death or injury to any person or from a loss of damage to any real, personal, or other property arising out of or relating to the negligent or wrongful acts or omissions of the indemnifying Party, or its officers, employees, or agents, in connection with this Agreement.
A Party seeking indemnification shall promptly provide written notice of any claim to the other Party. Upon providing written notice of the claim, the indemnifying Party shall have the duty to defend the claim at its own expense and may select mutually agreeable legal counsel to provide the defense. The Party seeking indemnification may participate in the
4917-6365-7093 v1
defense. No settlement that admits liability of or imposes monetary or non-monetary obligations on the Party seeking indemnification shall be entered into without that Party’s prior written consent.
This Section shall survive termination or expiration of this Agreement.
6.4 Survival
The obligations set forth in this Section, including the Release and Indemnification provisions, shall survive termination or expiration of this Agreement.
7. Insurance
Each Party either self-insures, is a member of a risk sharing pool, or maintains commercial general liability and automobile liability coverage of no less than $10,000,000 per occurrence, $10 million general aggregate and workers’ compensation coverage (statutory) and Employer’s Liability ($1 million) coverage as required by law for its own employees. Each Party shall provide evidence of coverage and, to the extent permitted by law and consistent with the Party’s self-insurance or risk sharing pool program, name the other Party as an additional insured/additional protected party for activities under this Agreement.
8. Invoices and Payment
Within 45 days after an Event, Assisting Agency shall submit an invoice itemizing hours worked by classification and any agreed drive time. Azusa shall pay all undisputed amounts within 30 days of receipt. Azusa may withhold disputed amounts pending good-faith resolution, and the Parties shall promptly confer to resolve any billing disputes.
9. Notices
All notices under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:
To Azusa:
City of Azusa
Police Department
Attn: Lieutenant Chapman
725 N. Alameda Avenue
Azusa, California 91702
4917-6365-7093 v1
To Assisting Agency:
City of Covina
Police Department
Attn: ____________________
125 E. College Street
Covina, California 91723
Transmission by email with no notice of delivery failure may be permitted as a courtesy copy of the personal service, delivery, or certified mail.
10.Termination
10.1 Termination for Convenience
Either Party may terminate this Agreement without cause upon ten (10) days’ written notice to the other Party. Azusa may also terminate or suspend performance for a specific Event if Azusa determines that continued services are no longer necessary or in the public interest.
10.2 Termination for Cause
A Party may terminate this Agreement immediately upon written notice for a material failure to perform by the other Party. Upon termination, Azusa shall pay Assisting Agency for undisputed services rendered and approved through the effective date of termination.
11.Governing Law and Venue
This Agreement shall be governed and construed in accordance with the laws of the State of California. Venue shall lie exclusively in the Superior Court of California, County of Los Angeles, or, where federal jurisdiction exists, in the United States District Court for the Central District of California.
12.Entire Agreement; Amendments
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior negotiations or agreements. Any amendment must be in writing, executed by authorized representatives of the Parties and approved as to form by the Parties’ respective City Attorneys or County Counsel.
13.Waiver
A waiver of any breach of this Agreement does not waive a subsequent breach of this Agreement. No waiver shall be effective unless in writing and signed by the Party granting waiver.
4917-6365-7093 v1
14.Survival
Any provision of this Agreement that by its nature is intended to survive termination or expiration shall survive, including indemnification and payment obligations.
15.Execution
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together constitute one Agreement. In accordance with Government Code section 16.5, the Parties agree that this Agreement and any related documents may be executed by electronic signature, and such electronic signatures shall have the same force and effect as original signatures. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
4917-6365-7093 v1
CITY OF AZUSA
By: ______________________________________
Sergio Gonzalez, City Manager
Date: _____________________________________
Approved as to Form:
By: ______________________________________
Rachel H. Richman, City Attorney
Date: _____________________________________
CITY OF COVINA
By: ______________________________________
Name: ____________________________________
Title: City Manager
Date: _____________________________________
Approved as to Form:
By: ______________________________________
Name: ____________________________________
Title: City Attorney
Date: _____________________________________
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 12
Meeting: September 1, 2026
Title: Police Department Purchases
Presented by: Ric Walczak, Chief of Police
Recommendation: 1. Approve Resolution CC 2026-99 in the amount of $86,000 to purchase equipment, furniture and make improvements to the Covina Police Station;
2. Approve the purchase of furniture/workstations in the amount of $29,000 from Express Office Environments;
3. Approve the purchase and installation of a car port in the amount of $32,000;
4. Approve the purchase of hardware/electrical work in the amount of $25,000; and
5. Suspend competitive bid requirements in the best interest of the City to implement aforementioned recommended purchases pursuant to Covina Municipal Code 2.20.175.
The Covina Police Department is in need of a number of items to improve the operations in the police station. These purchases include office furniture/ workstations for the Records Division; a car port at the City Yard for police equipment; and miscellaneous hardware/electrical work needed for these projects.
DISCUSSION:
The Police Department Records Division is in need of new workstations in the amount of $29,000. The current set-up is over twenty-five years old. The cubicles are worn, outdated and the current arrangement no longer meets the number of workstations needed to improve day to day work efficiency.
This purchase will include eight new dedicated workstations which adds two workstations from the current six. File cabinets and chairs along with all the installation are included in this purchase.
The Police Department is also requesting $32,000 for the purchase and installation of a car port to be located at the City Yard. These car ports will house the Police Department Command Post (RV) which was fully purchased by a grant.
To complete these projects safely, additional equipment and electrical work are needed. This includes installing additional panels/circuits to power the Records workstations as the current setup is insufficient and causing outages. Likewise, the car port will need lighting and electrical work.
FISCAL IMPACT:
An additional $86,000 will be appropriated from the general fund balance to cover the purchase of the dispatch workstations, car port and electrical work. This will increase the FY 2026-27 Police Department general fund expenditure as follows.
EXECUTIVE SUMMARY:
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
Respectfully submitted,
ATTACHMENT A
RESOLUTION CC 2026-102
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, TO APPROPRIATE $86,000 AND TO INCREASE THE
POLICE DEPARTMENT BUDGET FY 2026-27 BUDGET EXPENDITURE
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 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; and
WHEREAS, the City of Covina shall transfer $86,000 from the general fund balance to purchase furniture/workstations, a car port, and hardware/electrical work; and WHEREAS, appropriating this amount will increase the police department expenditure account for FY 2026-27 by $86,000.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Amend the fiscal year 2026-2027 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 1
st day of September, 2026.
City of Covina, California
BY:
HECTOR DELGADO, Mayor
ATTEST:
___________________________________________
FABIAN VELEZ, Chief Deputy City Clerk Account Number Account Title Original Budget Increase Budget Amendment 1010 1140 55600 Records Furniture $ - $29,000.00 $ 29,000.00 1010 1130 55900 Other Equipment $ - $32,000.00 $ 32,000.00 1010 1130 54710 Building Repair $ - $25,000.00 $ 25,000.00
Resolution CC 2026-102 Page 2 of 2
CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2026-102 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 1
st day of September, 2026, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Dated:
_________________________________________
FABIAN VELEZ, Chief Deputy City Clerk
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 13
Meeting: September 1, 2026
Title: Agreement for Regional Law Enforcement Services between Covina, La Verne, Azusa and Irwindale
Presented by: Ric Walczak, Chief of Police
Recommendation: 1. Approve Two-year Agreement between Covina La Verne, Azusa and Irwindale regarding regional dispatching services; and
2. Authorize City Manager or his designee to execute the agreement.
EXECUTIVE SUMMARY:
This agreement intends to provide regional personnel resources for critical dispatch positions which can be difficult to fill and require months of training. This agreement will be mutually beneficial to all four agencies similar to the previous 2020 and 2024 agreements between Covina and La Verne which allowed trained dispatch staff to fill vacant shifts in both jurisdictions DISCUSSION:
With the recent grant funding received from the State Proposition 64, Covina is moving forward with the Covina East San Gabriel Valley Police Communications Project to regionalize emergency response with an emphasis on virtual connectivity. A component of this is the need to support each other agency in the region.
Public safety dispatchers are highly trained employees who are an essential element of any modern law enforcement operation. Recruiting, training, and maintaining personnel with the skills to perform this work is a challenge for many police agencies. The necessity to staff 911 call centers twenty-four hours per day requires each unfilled position to be staffed by others on overtime. During periods of staffing shortages, the fatigue on existing employees is compounded by the mandatory overtime and everyday job stress experienced as part of the profession. From experience, staffing shortages were partially mitigated by collaborating with other agencies such as La Verne and allowing personnel to work in each other's communications centers when mutually beneficial.
Covina, La Verne, Azusa and Irwindale operate communications centers that are substantially similar in terms of technology and standard operating procedures. Common computer-aided dispatch/records management systems and common police radio equipment are used by each agency. Allowing personnel from each department to work in the other communication center can be easily accomplished successfully in both agencies.
The agreement included in this agenda item would allow Covina dispatchers to work in the other three agencies and vice versa to work in Covina on an overtime basis at a rate agreed upon by both cities.
This agreement would allow the terms to be extended for additional one-year terms upon mutual agreement of all cities.
FISCAL IMPACT:
Sufficient funding is available within the FY 2026-27 General Fund budget to support this action. The related funding will be evaluated as part of the FY 2026-27 Mid-Year Budget Review to confirm that adequate appropriations are maintained for the remainder of the fiscal year.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
None.
Respectfully submitted,
ATTACHMENT A
AGREEMENT
FOR REGIONAL LAW ENFORCEMENT SERVICES
Parties: Cities of Covina, La Verne, Irwindale and Azusa This Agreement for supplemental, regional Law Enforcement services ("Agreement"), is entered into this _____ day of July 2026 ("Effective Date"), by and between the Cities of Covina, La Verne, Irwindale, and Azusa on behalf of their respective police departments, sometimes collectively referred to herein as “Parties”, and individually as “Party.,”
RECITALS
WHEREAS, it is the intent of the Parties by entering this Agreement, to provide supplemental law enforcement services to one another, consisting of police dispatching services("Police Dispatch Services” sometimes herein); and WHEREAS, the Parties enter this Agreement in order to set forth terms and conditions governing the Parties’ provision of Police Dispatch Services.
NOW THEREFORE, in consideration of mutual covenants contained herein, and for good and valuable consideration, the Parties agree as follows:
1. Term.
The term of this Agreement shall commence as of the Effective Date and shall remain in effect through _________, 2028 (“Term”), unless sooner terminated or extended as provided herein. The Parties may extend this Agreement by additional one (1) year terms by written amendment hereto.
2. Scope of Services.
2.1 Each Party agrees, through their respective Police Departments, to provide Police Dispatch Services to the other Parties, as provided for herein. The level and availability of Police Dispatch Services to be provided by a Party (“Responding Party”) pursuant to a Party’s request (“Requesting Party”) shall be subject to availability of personnel as determined by each Providing Party in their sole and absolute discretion.
2.2 A Requesting Party shall notify the other Parties of its anticipated needs for Police Dispatch Services at least twenty-four (24) hours prior to the needed date and time.
Thereafter, the Responding Parties will advise the Requesting Party in writing as to the what, if any, level of Police Dispatch Services each Responding Party is able to provide (“Service Request Response”), along with any other parameters established by the Responding Party’s Chief of Police. The Parties are under no obligation to consider untimely service requests. Service Request Responses must be authorized in writing by the Responding Party’s Chief of Police in order to be valid and binding on a Party.
Agreement for Regional Law Enforcement Services
Cities of Covina, La Verne, Irwindale and Azusa
12923-0010/3277533v1
2.3 Each Party hereby grants to each other Party and its personnel the right as a Responding Party to provide usual and ordinary Police Dispatch Services to a Requesting Party including transmitting and broadcasting communications to each Requesting Party’s police radios via the Requesting Party’s primary dispatch frequency and/or any other law enforcement frequency for which the Party is licensed by the Federal Communications Commission.
2.4 Force Majeure. Under no circumstances shall a Responding Party’s inability or failure to provide Police Dispatch Services that were properly agreed to and scheduled, be deemed to be a breach of this Agreement when due to an emergency, disaster, staff illness, or other unforeseeable incident that reasonably prevents the Responding Party’s performance.
2.5 Each Responding Party shall furnish and supply all necessary labor, personnel, equipment and supplies necessary to provide Police Dispatch Services. Notwithstanding the foregoing, all dispatchers providing Police Dispatch Services, shall be under the management and control of the Responding Party and shall conduct themselves in accordance with the Responding Party’s personnel rules, policies and procedures. While performing Police Dispatch Services pursuant to this Agreement, dispatchers who normally wear identification and/or a uniform, shall wear their identification and/or uniform of their own department.
2.6 Requesting Parties receiving Police Dispatch Services shall promptly advise the respective Responding Party in the event any scheduled dispatcher fails to report for duty, or engages in any kind of misconduct. However, no Requesting Party shall have any authority to impose administrative discipline as to any Responding Party’s dispatchers..
3. Level of Police Dispatch Services.
As used herein, “level” of Police Dispatch Services shall mean, collectively, dates of service, man hours and number of police dispatchers to be provided for any given request. The level of Police Dispatch Services agreed to be provided by a Responding Party shall be based on the best interest of the Responding Party’s then current and anticipated staffing needs, as determined solely by the Responding Party. A decision by a Party to not agree to respond, or to provide any particular level of response, is a totally discretionary decision of that Party and under no circumstances will that decision be deemed a breach of this Agreement. Subject to the foregoing, the classification, number of dispatchers, days, and number of hours of Police Dispatch Services to be provided, shall be determined and agreed upon by the Parties prior to the provision of the requested Police Dispatch Services.
Agreement for Regional Law Enforcement Services
Cities of Covina, La Verne, Irwindale and Azusa
12923-0010/3277533v1
4. Compensation.
Parties receiving Police Dispatch Services will compensate the Responding Part(ies) in an amount not to exceed Thirty Thousand Dollars ($30,000.00) per fiscal year, during the Term of this Agreement, and at the billing rate set forth below:
Communications Officer - $62.30 per hour commencing upon the dispatcher’s arrival at the scheduled time and date.
5. Administration of Personnel.
No Party shall be liable or legally responsible for the direct payment to any other Party’s personnel for salaries, wages, benefits, or other compensation for services performed pursuant to this Agreement or for any claims made by personnel for personal or bodily injuries (except as provided in Section 7 Indemnification), including but not limited to Workers' Compensation claims or benefits, arising in connection with services rendered pursuant to this Agreement. All employees who perform pursuant to this Agreement shall remain employees of their own Party and shall not have any claim or right to employment, civil service protection, salary, or benefits or claims of any kind from another Party based on this Agreement. No employee of any Party shall be deemed an employee of any other Party as a result of this Agreement.
6. Maximum Cost.
The maximum cost for Covina’s supplemental law enforcement services shall not exceed Thirty Thousand Dollars ($30,000.00.) per any fiscal year of Covina during the term of this Agreement.
The maximum cost for La Verne’ssupplemental law enforcement services shall not exceed Thirty Thousand Dollars ($30,000.00.) per any fiscal year of La Verne during the term of this Agreement.
The maximum cost for Irwindale’s supplemental law enforcement services shall not exceed Thirty Thousand Dollars ($30,000.00.) per fiscal year of Irwindale during the term of this Agreement.
The maximum cost for Azusa’s supplemental law enforcement services shall not exceed Thirty Thousand Dollars ($30,000.00.) per any fiscal year of Azusa during the term of this Agreement.
Agreement for Regional Law Enforcement Services
Cities of Covina, La Verne, Irwindale and Azusa
12923-0010/3277533v1
7. Indemnification.
To the maximum extent permitted by law, each Party shall indemnify, defend and hold each other Party and its elected officials, officers, and employees harmless from all claims, liabilities, costs and expenses (including, without limitation, attorneys’ fees) that such indemnified Party may suffer, sustain or become subject to as a result of the acts, omissions, or willful misconduct of the indemnifying Party in connection with this Agreement.
8. Invoices.
Within forty-five (45) calendar days after each scheduled period of providing Police Dispatch Services, the Responding Party will deliver an invoice to the Requesting Party which will then pay any undisputed amount within thirty (30) calendar days from the date of invoice. The invoice and payment shall each be delivered pursuant to the Notice requirements in Section 9.
9. Notices.
All written communications, notices, invoices, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email with confirmation of receipt, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
To Covina:
City of Covina Police Department
Attention: Capt. Mike Robison
444 N. Citrus Ave
Covina, CA 91723
To La Verne:
City of La Verne Police Department
Attention: Capt. Travis Tibbetts
2061 3rd St
La Verne, CA 91750
To Irwindale:
City of Irwindale Police Department
Attention: Lt. Jose Vargas
5050 N. Irwindale Ave
Irwindale, CA 91706
Agreement for Regional Law Enforcement Services
Cities of Covina, La Verne, Irwindale and Azusa
12923-0010/3277533v1
To Azusa:
City of Azusa Police Department
Attention: Police Services Administrator Patricia Tachias 725 N. Alameda Ave
Azusa, CA 91702
10. Integrated Contract.
This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by Covina, La Verne, Irwindale and Azusa and approved as to form by their respective City Attorneys.
11. Insurance.
Each Party agrees to either self-insure in an amount not less than specified below or insure against damages or injuries which may arise from the activities contemplated by this Agreement by purchasing and maintaining for the term of this Agreement a commercial general liability insurance policy, and automobile policy, both with a combined single limit of not less than two million dollars ($2,000,000), which policy shall include or be endorsed to include the other Parties as additional insureds. The Parties agree to provide evidence of such insurance upon request.
Each party shall also carry Worker’s Compensation Insurance for its own employees as required by law.
12. Waiver.
A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
13. Default and Termination.
Any Party may, at its sole discretion and without cause, terminate this Agreement for convenience by giving at least ten (10) calendar days’ prior written notice to the other Parties.
Upon termination of this Agreement, the terminating Party will pay any amounts owed to other Parties, and other Parties will pay any amounts owed to the terminating Party, as applicable.
14. Governing Law.
This Agreement will be interpreted and governed according to the laws of the State of California.
Agreement for Regional Law Enforcement Services
Cities of Covina, La Verne, Irwindale and Azusa
12923-0010/3277533v1
15. Venue and Jurisdiction.
Venue for any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles. The Parties agree that venue exists in either court and each Party expressly waives any right to transfer to another venue. The Parties further agree that either court will have personal jurisdiction over the Parties to this Agreement.
16. Survival of Provisions and Obligations.
Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for the applicable limitations period for legal action. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
17. This Agreement may be signed in counterparts by each Party. [Signature pages follow.]
Agreement for Regional Law Enforcement Services
Cities of Covina, La Verne, Irwindale and Azusa
12923-0010/3277533v1
CITY OF COVINA, a Municipal Corporation
By: ____________________________________
Chris Marcarello
City Manager
Date: ____________________________________
APPROVED AS TO FORM:
By: ____________________________________
City Attorney
CITY OF LA VERNE, a Municipal Corporation
By: ____________________________________
Ken Domer
City Manager
Date: ____________________________________
APPROVED AS TO FORM:
By: ____________________________________
City Attorney
Agreement for Regional Law Enforcement Services
Cities of Covina, La Verne, Irwindale and Azusa
12923-0010/3277533v1
CITY OF IRWINDALE, a Municipal Corporation
By: ____________________________________
Julian Miranda
City Manager
Date: ____________________________________
APPROVED AS TO FORM:
By: ____________________________________
City Attorney
CITY OF AZUSA, a Municipal Corporation
By: ____________________________________
Sergio Gonzalez
City Manager
Date: ____________________________________
APPROVED AS TO FORM:
By: ____________________________________
City Attorney
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 14
Meeting: September 1, 2026
Title: Minor Modification to the Lease Agreement and Second Amendment to the Exchange Agreement for the Exchange of City Right-of-Way and for the Lease of 401 N. Citrus Ave.
Presented by: Brian K. Lee, AICP, Deputy City Manager/Director of Community Development Recommendation: Authorize the City Manager to execute the Minor Modification to the Lease Agreement and the Second Amendment to the Exchange Agreement.
EXECUTIVE SUMMARY:
On April 19, 2022, the City Council approved an exchange agreement with Bentley Real Estate to secure an eight (8) year, two (2) month lease for the subject property. In exchange, Bentley Real Estate will receive approximately 416.9 lineal feet of Geneva Place for use as a part of a larger mixed-use development project (with adjacent properties). It is important to note that the City’s leasehold of 401 N. Citrus Avenue will initiate after the completion of building improvements at the site, including issuance of a certificate of occupancy. City staff continue to meet with the property owner to expedite improvements. As such, the core building features are complete and ready for the City to formally inaugurate the Lease.
On September 5, 2023, the City Council approved a First Amendment to the Lease Agreement between the City and Bently Real Estate, LLC which included the addition of a three (3) month “tenant improvement” period on the “front end” of the eight (8) year two (2) month lease, which was not intended to count towards the previously mentioned lease period. In addition, the first amendment also extended the closing date of the exchange to February 29, 2024. The proposed Second Amendment would amend the “start date” of the Lease Agreement to begin September 15, 2026.
BACKGROUND:
On June 16, 2020, the City Council approved a mixed-use project located on the former Clippinger Chevrolet dealership site on the northwest corner of San Bernardino Road and Citrus Avenue. The project will consist of the development of 105 residential “flats”, approximately 15,000 square feet of commercial space, 56 townhomes, and garage parking for 434 vehicles. The approved project also included the incorporation of approximately 416.9 lineal feet of the Geneva Place right-of-way (between 3rd Street and west of Citrus Avenue) into the mixed-use project as open space.
In lieu of a cash payment for the Geneva Place right-of-way, the City Council approved an Exchange Agreement with Bentley Real Estate. The negotiated Exchange Agreement secured that the total value for the Geneva Place right-of-way, would be “paid” to the City in the form of “free rent” for a period of eight (8) years, two (2) months for the approximate 4,300 square foot office building located at 401 N.
Citrus Avenue.
DISCUSSION:
On September 5, 2023, the City Council approved a First Amendment to the Lease Agreement between the City and Bently Real Estate, LLC which included the addition of a three (3) month “tenant improvement” period on the “front end” of the eight (8) year two (2) month lease, which was not intended
to count towards the previously mentioned lease period. This point was inadvertently left out of the final Exchange Agreement (“Agreement”), and approval of this amendment will bring the Exchange Agreement in line with the intended final product. This amendment will also extend the closing date of the exchange to February 29, 2024.
The proposed Second Amendment would amend the “start date” of the Lease Agreement to begin September 15, 2026. In addition, the Second Amendment would also extend the Clippinger project subdivision tentative map expiration to 2028. Finally, since Bently Real Estate spent additional funds on interior improvements to both buildings in excess of the approved construction plans (i.e. installation of marble tile in the 1st and 2nd floor elevator lobbies, as well as higher grade fixtures, such as the rollup glass garage doors to the single-story building.), the City will credit the developer the impact fees that would otherwise be owed on the 8-unit condominium project located at 400-419 West Orange Street.
The City has nearly completed all the tenant improvement obligations articulated in the Sub-Lease between the City and FoundrSpace, LLC (the operator of the future co-working facility). Upon the approval of the attached Second Amendment and modified Lease Agreement by the City and the execution of the same documents by Bently Real Estate, LLC; the 401 N. Citrus Avenue property will be turned over to FoundrSpace, LLC to finish their fixtures and furnishings, and then begin operations.
FISCAL IMPACT:
Approximately $40,000 in impact fees will not be collected.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
Respectfully submitted,
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ATTACHMENT A
SECOND AMENDMENT TO EXCHANGE AGREEMENT
This SECOND AMENDMENT TO EXCHANGE AGREEMENT (“Second
Amendment”) is dated as of __________________, 2026 and is entered into by and between BENTLY REAL ESTATE, LLC, a California limited liability company (“Bently”), and the CITY OF COVINA, a California general law city (“City”).
RECITALS
A. Bently and City entered into an Exchange Agreement dated April 19, 2022 and amended it by a First Amendment to Exchange Agreement dated September 5, 2023 (the “Agreement”).
B. Bently and City entered into a Right of Entry Agreement dated December 22, 2025 by which Bently granted City a right to enter onto the Bently Citrus Property located at 401 North Citrus Avenue to complete certain interior improvements in order to allow City’s prospective tenant to commence its required improvements and more quickly complete certain interior tenant improvements.
C. Bently and City desire to further amend the Agreement to:
(i) extend the date for the first closing for Bently’s Lease to the City of the Bently Citrus Property located at 401 North Citrus Avenue from February 29, 2024 to September 15, 2026;
(ii) update and clarify the conditions to that first closing that Bently will need to complete to the Bently Citrus Property prior to that first closing; (iii) provide Bently a conditional waiver and credit to certain City building permit fees and development impact fees for completion of an eight (8) unit multi-family condominium development project at 400-406, 401-405, 410-418 and 411-419 West Orange Street in exchange for the higher level of interior and exterior improvements that Bently has made to the Bently Citrus Property and in exchange for keeping the Lease term as previously agreed, conditioned on closing on the Lease of the Bently Citrus Property by the agreed date; (iv) provide that the City will process an additional one (1) year extension of the City entitlements for the approved development project on the Clippinger Project Land, which processing and approval shall be conditioned on closing on the Lease of the Bently Citrus Property by the agreed date; and
(v) provide that the City will waive the application fees for the re-approval of the development project on the Clippinger Project Land if they expire in 2028 so that Bently can immediately apply for an seek the same development project approvals at that time.
D. In granting the fee waiver and credits contained in this Agreement, the City Council finds that such fee waivers and credits are for the purpose of creating economic development in the City by facilitating the opening of a business incubator work space for the benefit of existing and future businesses in the City, and that the reduction in fee revenue from waived development
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12923-0001\3166044v9.doc
impacts fees will be accounted for as absorbed by the City and not passed on to future and other development projects in the City.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual terms and agreements set forth in this Second Amendment and other consideration, the sufficiency of which is hereby acknowledged, Bently and City hereby agree as follows:
AMENDMENTS
1. Two Closings; Deliveries; Conditions. The text of Section 1.3 of the Agreement is deleted and is replaced by the following (and which shall prevail in the event of conflict with any other section of the Agreement):
“1.3 Closing Dates. There shall be two closings. The first for the Lease by Bently to City of the Bently Citrus Property and a second for the City’s deed to Bently of a portion of Geneva Street and alley for the Clippinger Project Land. (a) First Closing - Bently Citrus Property Lease closing. (1) The first closing shall consist of the execution and delivery of counterparts of the Lease of the Bently Citrus Property and the recording of the Memorandum of Lease, and shall occur on or before September 15, 2026. (2) The deliveries by City in connection with such first closing shall consist of a City executed counterpart Memorandum of Lease as provided in 3.2(b), a City executed counterpart Lease as provided in 3.2(c), and any and all documents and funds required by the Title Company as provided in 3.2(d).
(3) The deliveries by Bently in connection with such first closing shall consist of all items in Section 3.3 which include a Bently executed counterpart Memorandum of Lease, Lease, payment of specified costs and any and all other documents and funds required by the Title Company.
(4) The conditions to Bently’s obligation to close on the first closing shall be those in Sections 4.1.1 and 4.1.3.
(5) The conditions to the City’s obligation to close on the first closing shall be those in Sections 4.2.1 and 4.2.3.
(b) Second Closing - City Property deed conveyance to Bently in connection with the development of the Bently’s Clippinger Site.
(1) The second closing shall consist of the execution and recording of the Deed by which the City conveys the City Property (a portion of a Geneva Street and alley) to Bently.
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12923-0001\3166044v9.doc
(2) The deliveries by City in connection with such second closing shall consist of those in Sections 3.2(a) and (d). The deliveries by Bently shall consist of all items in Section 3.3.
(3) The conditions to Bently’s obligation to close such second closing shall consist of Sections 4.1.1, 4.1.2, 4.1.3 and 4.1.4. (4) The conditions to City’s obligation to close such second closing shall consist of Section 4.2.1, 4.2.3 and 4.2.4, and the completion by Bently of the work described on Exhibit A to this Second Amendment of Exchange Agreement, which Bently shall diligently prosecute to completion”
2. Term of Lease. The term of the Lease shall not commence until Bently shall have completed Item 1 through 3 of the list of work described on Exhibit A hereto. All other incomplete Items on Exhibit A, including Items 4 through 6 shall be completed after the commencement of the Term of the Lease and within the time periods mentioned on Exhibit A.
3. Fee Credit/Waiver for Condominium Project at 400-419 West Orange Street. (a) Subject to the conditions in Section 5 of this Second Amendment, in connection with the issuance of new building permits to replace expired building permits for the completion of an eight (8) unit condominium project located at 400 - 419 West Orange Street (APN Nos. 8431-028, 843-028-031 and 8431-028-113), the City hereby agrees to waive the payment of building permit fees for the issuance of new building permits to replace expired building permits for completion of those eight units at the current amount of those fees. The current amount of the building permit fee waiver shall be $2,550.85 for each of the four buildings in that project (BLD24-1050 - 1053) for a total of $10,203.40 for the four buildings and the eight (8) units contained in those buildings. (b) In addition, the City hereby waives the payment of the current amount of development impact fees that would otherwise be required for those eight (8) units pursuant to Section 6 of Covina City Council Resolution No. 2024-57 and adjusted pursuant to Section 7 of City Council Resolution No. 2024-57 for Fiscal Year 25-26. The amount of the development impact fees that is waived is $35,197.90. (c) Nothing contained in this Section shall waive the amount of any future increase above current building permit fees or current development fees if such building permits are not obtained prior to the City’s future adjustment of such fees or if completion of the project is delayed and the development fees become due and owing on or after July 1, 2027.
4. Extension of Expiration Dates of Entitlements for Bently’s Clippinger Site.
Concurrent with the City’s approval of this Second Amendment to the Exchange Agreement, the City will process for City’s Planning Commission consideration, a request to extend the entitlements for Bently’s Clippinger Site for one (1) additional year and until June 16, 2028. This is the longest period of extension allowed by state law and the City’s Municipal Code because the entitlements were approved on June 16, 2020, had an initial term of two (2) years, and are only allowed to be extended another six (6) years for a cumulative total of eight (8) years pursuant to
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Government Code Section 66452.6 (e). The entitlements to be extended are Tentative Tract Map (TTM) 73661 and Site Plan Review (SPR) 16-028 which were approved pursuant to Covina City Council Resolutions No. CC 2020-51 and CC 2020-55. Those entitlements were granted a twoyear initial life and were thereafter extended by the Planning Commission five times in one-year increments, with the most recent extension granted by the Planning Commission on June 22, 2026 by way of Resolution No. 2026-012 PC and which extended the expiration of the entitlements to June 16, 2027. The proposed new and additional extension shall extend the expiration date of those entitlements from June 16, 2027 to June 16, 2028. Thereafter, if Bently is unable to file a complete and final subdivision map on or before June 16, 2028, the City will permit Bently to immediately reapply for re-approval of the same entitlements and City shall waive the application fees in connection with those re-applications. Thereafter, City staff will recommend re-approval of the Project and upon re-approval of those Project entitlements by the Planning Commission, those entitlements will then have the potential to be extended for up to a total of eight (8) additional years beyond 2028.
5. Contingency to Fee Credit/Water and Entitlement Extensions. The fee waivers and credits provided in Section 3 and the effectiveness of any approval of entitlement extensions provided in Section 4 shall be conditioned on, and shall only take effect upon, Bently’s satisfaction of conditions for the closing on the Bently Property Lease and execution and closing of that Bently Citrus Property Lease on or before September 1, 2026. Failure of Bently to satisfy the conditions of closing of the Bently Citrus Property Lease and failure to close on that Lease by September 1, 2026 shall make the fee waiver and credits and the entitlement extensions provided in Sections 3 and 4 null and void.
6. Effect on Agreement. All terms and conditions of the Agreement that are not modified by this Second Amendment shall remain unmodified, in full force and effect and binding on the parties.
7. Conflict. In the event of a conflict between the terms and conditions of this Second Amendment and the terms and conditions of the Agreement, the terms and conditions of this Second Amendment shall control.
8. Counterparts. This Second Amendment may be signed in counterparts (including electronic counterparts), each of which shall be deemed an original, and all such counterparts, when taken together, shall constitute one agreement.
9. Entire Agreement. The Agreement, as amended by this Second Amendment, represents the entire understanding between the parties as to the subject matter of the Agreement, as so amended.
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IN WITNESS WHEREOF, Bently and City have executed this Second Amendment as of the date first set forth above.
CITY:
CITY OF COVINA,
a municipal corporation
By:
Chris Marcarello
City Manager
BENTLY:
BENTLY REAL ESTATE, LLC,
a California limited liability company
By: ____________________________
Mohammed Tarif Alhassen, Manager
ATTEST:
By:
Fabian Velez,
Chief Deputy City Clerk
APPROVED AS TO FORM:
By:
Kevin Ennis, City Attorney
A-1-
12923-0001\3166044v9.doc
EXHIBIT A
“FIRST CLOSING” BENTLY WORK
DESCRIPTION OF LANDLORD'S WORK
401 N. Citrus Avenue
Commercial Development
"Warm Shell" deliverable expectations
1. The " Warm Shell" ( Building BA and BB) shall be delivered to the tenant pursuant to the Construction plans approved by the City of Covina Building and Safety Division, identified as Permits:
a. # 10676 (BA) 3280sf 2 story Mixed use building Permit Issued( PI): 8/ 1/ 2019. b.,# 10679 ( BB) 1900sf 1 story Commercial building Permit Issued ( PI): 8/ 21/ 2019. c. # 10825 Finish Grading Permit Issued ( PI): 05/ 23/ 19.
2. The elevator shall be certified as complete and it shall be operational.
3. All fire/ life safety features required of buildings shall be installed and functional as determined by the City of Covina Building Official.
4.. Within 90 days after the Effective Date of the Lease, a set of "as- built" plans shall be prepared by the Landlord and delivered to the Covina Building and Safety Division that accurately illustrates all alterations and/ or modifications in the completed structures versus the improvements that were approved in the Construction plans (example: the Construction plans indicate a pedestrian door exiting from the southerly façade of Building BA onto the Orange Street sidewalk. The aforementioned pedestrian door has been eliminated.)
5. Within 90 days after the Effective Date of the Lease, Landlord shall pay any outstanding balances on SPR, CUP, Engineering and permit fees that are associated with the property.
6. Within 30 days after the Effective Date of the Lease, Landlord shall complete the installation of the landscaping on the exterior of the building at 401 N. Citrus Avenue.
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12923-0001\2619709v8.docATTACHMENT B
LEASE AGREEMENT
THIS LEASE AGREEMENT (“Lease”) is dated ____________, 2026 [TO BE DATED AS OF THE DATE OF THE FIRST CLOSING UNDER THE EXCHANGE AGREEMENT] (the “Effective Date”) and is entered into by and between BENTLY REAL ESTATE, LLC, a California limited liability company (“Landlord”), and the CITY OF COVINA, a California municipal corporation (“Tenant”). Landlord and Tenant are sometimes individually referred to as “Party” and collectively as the “Parties.”
RECITALS
Landlord is the owner of the land described on Exhibit “A” and all improvements thereon (collectively, the “Premises”), which have a street address of 401 N. Citrus Avenue, Covina, California, and as described in that certain Exchange Agreement between Landlord and Tenant dated of even date herewith, Landlord desires to lease the Premises to Tenant and Tenant desires to Lease the Premises from Landlord upon and subject to the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the above recital, the mutual covenants hereinafter contained and for other consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. TERM
1.1 Demise. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord on the terms and conditions hereinafter set forth in this Lease.
1.2 Term; Extension Options. The initial term (the “Initial Term” and collectively with the Extension Terms, if exercised, the “Term”) of this Lease shall commence on the Effective Date (the “Term Commencement Date”) and shall expire at 11:59 pm on the day that is eight (8) years and three (3) months after the Term Commencement Date.
Tenant shall have two (2) options to extend the term for a period of five (5) years each (each, an “Extension Term”), on the same terms and conditions, with the exception of Rent which shall be determined in accordance with Section 1.3 below. Tenant shall exercise such options by written notice given at least nine (9) months prior to the end of the Initial Term or first Extension Term, as applicable.
1.3 Rent. No rent shall be payable by Tenant during the Initial Term.
The monthly rent during each Extension Term shall be the “Fair Market Rent” for the Premises, which shall be defined and determined as follows.
As used herein, the term “Fair Market Rent” shall mean the fair market rent for the use of the Premises for office purposes (based on fair market rental for comparable space for a new lease with a term equal to the extension and considering market free rent periods, allowances and other concessions, brokerage commissions and all other relevant factors) as of the commencement of the extension based on office lease transactions in the City of Covina and adjacent areas, and shall be determined as follows. Within the later of thirty (30) days of Tenant’s
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notice to Landlord exercising the extension and the date which is five (5) months prior to the expiration of the Initial Term, Landlord shall notify Tenant in writing of Landlord’s determination of Fair Market Rent. If Tenant objects to Landlord’s determination, Tenant shall, within fifteen (15) days after delivery of Landlord’s notice to Tenant, notify Landlord in writing of the reasons for Tenant’s disagreement, whereupon Landlord and Tenant shall meet and attempt to resolve such disagreement. If Landlord and Tenant are unable to agree on the Fair Market Rent within twenty (20) days following Tenant’s notice to Landlord, then the Fair Market Rent shall be determined by an independent realtor in the manner provided below, and until the Fair Market Rent determination is completed, Tenant shall continue to pay to Landlord the Base Rent in effect immediately prior to the extension. After such fair market determination is completed, Tenant shall promptly make payment to Landlord for any underpayments owing for prior months or Landlord shall promptly reimburse Tenant for any overpayments owing for prior months, as the case may be.
The process for determining the Fair Market Rent in the event of an aforesaid unresolved disagreement shall be as follows. An independent realtor with no less than seven (7) years of experience representing landlords and tenants in office leasing transactions in Los Angeles County, California chosen by Landlord shall, in good faith, determine the Fair Market Rent for the Premises based on premises in the City of Covina and adjacent areas leased for office purposes (“First FMR Determination”), and Landlord shall forward the resulting fair market determination to Tenant.
If said First FMR Determination is unacceptable to Tenant, then Tenant shall so advise Landlord in writing within ten (10) business days after the First FMR Determination is delivered to Tenant, and Tenant shall then have the right to engage an independent realtor with no less than seven (7) years of experience representing landlords and tenants in office leasing transactions in Los Angeles County to similarly determine, in good faith, the Fair Market Rent for the Premises, and the resulting fair market determination shall be delivered to Landlord.
If the Second FMR Determination is unacceptable to Landlord, then Landlord shall so advise Tenant within ten (10) business days after receipt of the Second FMR Determination, and the first independent realtor and second independent realtor shall then together choose a third independent realtor with no less than seven (7) years of significant experience representing landlords and tenants in office leasing transactions in Los Angeles County who shall choose either the First FMR Determination or the Second FMR Determination as the Fair Market Rent.
The cost of the First FMR Determination shall be borne by Landlord. The cost of the Second FMR Determination shall be borne by Tenant. The cost of the third independent realtor shall be shared equally between Landlord and Tenant.
1.4 Utilities. Tenant shall be solely responsible for all utilities and establishing utility service to the Premises with all utility providers. Tenant shall pay directly to utility providers, on or before the due date, all amounts for electricity, gas, water, sewer, trash disposal, cable, telephone and other utility services used on or for the Premises. Tenant shall pay all initial utility deposits and fees, and all monthly service charges for electricity, gas, water, sewer, trash disposal, cable, telephone and any other utility services furnished to the Premises and the improvements on the Premises during the entire Term of this Lease.
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1.5 Property Taxes and Assessments. During the Initial Term and each Extension Term, if exercised, Tenant shall be responsible for the payment of all property taxes, provided that Landlord shall have first provided City a copy of the applicable tax/assessment bill a minimum of 30 days prior to the due date. Upon City’s receipt of the tax bill from Landlord and City’s payment of the tax bill, Tenant shall provide evidence to Landlord of payment thereof for property taxes and assessments for the Premises. Tenant shall not be responsible for any late fees or interest on property taxes not paid by the due date if Landlord fails to provide City a copy of the tax bill at least 30 days prior to the due date, and in the event of such late notice from Landlord to City, Landlord shall promptly pay City for any such late fees and interest payable and owing on the delinquent tax payment.
1.6 Tenant Refurbishment of North Citrus Avenue; Required Additional Improvements. On or before July 1, 2023, Tenant completed the refurbishment and improvement of North Citrus Avenue at the Geneva Place intersection and as part thereof Tenant has provided/installed, at Tenant’s cost, a cross gutter and high point break improvements (in order to attempt to divert existing stormwater flow to southbound Citrus Avenue) as described in Exhibit “B” attached hereto (the “Tenant Road Improvements”). Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including attorneys’ fees) arising in connection with the Tenant Road Improvements except to the extent the same are caused by the negligence or willful misconduct of Landlord or its contractors.
1.7 Permitted Uses. Tenant may use the Premises for office, retail, adult educational and/or training purposes (including for participants in Tenant’s programs), all to the extent permitted in accordance with applicable Regulations (as defined in Section 1.9). Tenant shall not use or permit any other person to use the Premises or any part thereof, for any use which constitutes a waste or nuisance to the public. Tenant shall not use, nor shall Tenant permit any other person to use, the Premises for disposal or storage of any hazardous or noxious product, by-product or waste product which is regulated as toxic or hazardous or exposure to which is prohibited, limited or regulated by any governmental authority.
1.8 Landlord Representations and Warranties. Landlord represents and warrants to Tenant that (i) it has no actual knowledge of any presence or release of hazardous materials on the Premises; (ii) no deeds of trust or other liens which if foreclosed would extinguish this Lease encumber the Premises; (iii) the Premises are a separate property tax parcel; and (iv) Landlord has otherwise expressly disclosed to Tenant in writing all facts actually known to Landlord regarding the condition of Premises that could materially adversely affect Tenant’s use and occupancy of the Premises.
1.9 Compliance with Laws. Tenant shall at all times comply with the requirements of local, state and federal laws, rules, codes, orders and regulations (including, without limitation, the Americans with Disabilities Act and any federal, state or local accessibility or discrimination law) now in force or which may hereinafter be in force (“Regulations”) with respect to the Premises and Tenant’s use and occupancy thereof. At all times during the Lease Term, Tenant, at Tenant's own cost and expense, shall make or cause to be made all alterations, additions, repairs, improvements and upgrades to the Premises and every part thereof, required by any Regulation, except for alterations, additions, repairs and improvements required in order for the improvements
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on the Premises to be in compliance with applicable Regulations as of the Effective Date (it being understood that Landlord is not responsible for installing or constructing any of Tenant’s initial improvements contemplated by this Lease).
1.10 Repairs and Maintenance; Replacements. On the Term Commencement Date, Landlord shall obtain and deliver to Tenant one year warranties from its contractors with respect to the Landlord’s Work and including standard manufacturer’s warranties with respect to installed equipment which installation is included in Landlord’s Work. Subject to the foregoing warranties (repairs and replacements covered by such warranties being the responsibility of the issuer of the warranty), Tenant shall maintain the Premises in good condition and repair and shall surrender the same at termination hereof in as good condition as received, normal wear and tear excepted.
Tenant shall be responsible for all of the Maintenance and Repairs of the Premises othet than the roof, exterior walls, structural beams or structural walls of the Premises as described below. Tenant shall obtain and maintain throughout the Term customary preventative maintenance and repair contracts, including, but not limted to, the HVAC systems, the grease interceptor, fire alarm system and monitoring, water filtration system, garage roll-up doors, landscaping, annual testing of the backflow systems, and the elevator. Tenant shall not, however, be responsible for making any material repairs or replacements to the roof, exteror walls, structural beams or structural walls of the Premises unless damage is caused by the active negligence or willful misconduct of Tenant or its contractors or invitees, and in the event that any material repair or replacement of the roof, exterior walls, structural beams or structural walls of the Premises is required, Landlord shall make such repairs and replacements the same at Landlord’s cost promptly after written notice from Tenant and confirmation of the need for such repair or replacement. Landlord shall reasonably schedule and coordinate access for such repairs with Tenant.
If Landlord fails to so make such repairs/replacements within a reasonable period following written notice from Tenant that the same is required and such failure continues for more than thirty (30) days after written notice of such failure or such longer period as Landlord informs Tenant will be required due to delays in obtaining materials or labor or other matters outside of Landlord’s control, then Tenant may do so and Landlord shall reimburse Tenant for the reasonable out of pocket cost thereof within thirty (30) days after written demand (together with supporting documentation).
1.11 Accessibility Report; Required Improvements.
The subject Premises have not been inspected by a Certified Access Specialist (CASp). A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy; of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.
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In that regard, the parties agree that Tenant may obtain such inspection and report and that Tenant shall pay for any such inspection and report obtained by Tenant, and that Tenant shall make all repairs/improvements required or recommended by such report at Tenant’s sole cost and expense.
1.12 Possession. Landlord shall deliver possession of the Premises to Tenant upon the Term Commencement Date. Tenant may install an access system as part of its initial improvements, and if Tenant does so, Tenant will promptly provide a means to Landlord to use the system for access.
1.13 Damage or Destruction of Premises. If the Premises should be damaged or destroyed by fire or other peril, Tenant shall give written notice to Landlord promptly upon Tenant’s knowledge thereof. If as a result of such fire or other cause, twenty percent (20%) or more of the Premises is rendered untenable, the obligations of Tenant under this Lease to pay rent with respect to such portion shall be suspended while such portion of the Premises remains untenable. In the event of such damage, Tenant shall promptly restore the Premises to the condition existing prior to such damage; provided, however, if such damage occurs during the last twelve (12) months of the Initial Term or any Extension Term, Tenant may elect, in its sole discretion, whether to repair the Premises or to terminate this Lease; provided that no termination of this Lease by Tenant shall result in any increased cost, expense or liability of Landlord in connection with the Exchange Agreement, the City Property or the Clippinger Project Land.
1.14 Alterations and Additions. Tenant shall not make any alterations, additions or improvements to the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Section 1.14, Tenant shall have the right to make Permitted Alterations (hereinafter defined) in the Premises without Landlord's consent (but with ten 10 days prior written notice ("Permitted Alterations Notice"), which notice shall contain a description of the Permitted Alterations proposed to be undertaken by Tenant and state that such Alterations are Permitted Alterations. A "Permitted Alteration" shall mean any Alteration in the Demised Premises which is consistent with alterations normally and customarily untaken by office tenants in comparable buildings, is permitted by applicable Regulations, and that will not (1) affect the structure or safety of the Building; (2) affect the electrical, plumbing, mechanical or other base Building systems or the functioning thereof; (3) cost more than One Hundred Thousand Dollars ($100,000.00). All alterations, installations, removals and restoration shall be performed in compliance with applicable Regulations and in a good and workmanlike manner so as not to damage or alter the primary structure or structural qualities of the building and other improvements situated on the Premises. Landlord agrees that Tenant may make the alterations and improvements to the Premises described on Exhibit “C”; subject to Landlord’s approval of the plans and specifications therefor to the extent the same are not Permitted Alterations.
1.15 Entry and Inspection. Tenant shall permit Landlord or Landlord’s agents to enter the Premises at all times upon reasonable prior written notice (or without notice, in the event of an emergency) for the purpose of inspecting the Premises, for maintaining and making necessary repairs, restorations and replacements to the Premises as set forth above, and for otherwise determining Tenant’s compliance with this Lease, and to address any emergency (but shall not be obligated to do so).
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1.16 Assignment and Subletting. Tenant shall not assign or encumber this Lease or sublet the Premises without the prior written approval of Landlord, which shall not be unreasonably withheld, conditioned or delayed; provided, however, in no event shall Tenant have any right to assign this Lease or any interest herein or sublease all or any portion of the Premises during the Initial Term of this Lease. Notwithstanding the foregoing, Landlord’s prior approval shall not be required for Tenant to allow use of the Premises by participants in Tenant’s programs (including business incubator programs and low/mod educational programs), for a sublease or operator/manager agreement with FoundrSpace, LLC, or for another operator/manager under an operating/management agreement with Tenant, provided that (a) any such occupancy shall be subject to all requirements of this Lease and to applicable Regulations, (b) any use of the Premises by such persons shall be in accordance with the permitted use of the Premises, (c) any such arrangement shall terminate automatically with, and each such occupant shall vacate the Premises on or prior to, the earlier of (i) the date on which such occupant ceases being so engaged in business with Tenant and (ii) expiration or earlier termination of the Term, (d) no such occupancy shall create or be deemed to create any right, title or interest in or to the Premises for any such occupant (other than a license to occupy the applicable portion of the Premises, which shall be subordinate to this Lease), (e) no portion of the Premises shall be separately demised and all parts of the Premises shall remain accessible through a common entrance, and (f) such occupant shall not pay any rent for such use or occupancy of the Premises (but may pay program fees and costs). Tenant shall, upon Landlord’s reasonable request, provide a list of the persons occupying the Premises at any given time and such other information as Landlord may reasonably request, including, without limitation, the nature of the business of any such person and the names of contact persons. In addition to, and not by way of limitation of any other provision of this Lease, Tenant shall indemnify Landlord and hold Landlord harmless from any damages and any claim of tenancy arising out of any such arrangement.
1.17 Landlord Assignment. Landlord may assign this Lease and may transfer ownership of the Premises to any wholly-owned subsidiary of Landlord without Tenant’s approval. Upon any transfer or assignment of this Lease and ownership of the Premises, Landlord will still remain obligated for, and shall guararnty, the peformance of any of Landlord’s obligations and requirements of this Lease if the assignee of Landlord failes to perform any condition of this Lease.
1.18 Indemnification. Tenant shall defend, indemnify and hold harmless Landlord from and against any and all claims, losses, damages, liabilities, costs and expenses (including attorneys’ fees) arising by reason of the negligence or willful misconduct of Tenant or its sublessees or licensees or contractors or the use and occupancy of the Premises or any accident, damage or injury occurring therein or any breach of this Lease by Tenant or any of Tenant’s sublessees, licensees or contractors, except to the extent the same is caused by the negligence, willful misconduct or breach of this Lease by Landlord or its contractors, agents or employees.
2. INSURANCE
2.1 Time for Compliance. Prior to entering the Premises, Tenant shall provide reasonable evidence (such as insurance certificates) to the Landlord that Tenant has obtained all insurance required under this Section.
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2.2 Insurance Requirements. Tenant shall, at its expense, procure and maintain for the duration of this Lease insurance against claims for injuries to persons or damages to property which may arise from or in connection with the possession, use, occupancy, management, operation, repair, maintenance or control of the Premises by the Tenant and/or its officers, officials, agents, representatives, volunteers or employees.
2.2.1 Minimum Scope of and Limits of Coverage. Coverage shall be at least as broad as the latest version of the following: (A) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (B) Proof of Automobile Liability: Insurance business or personal auto coverage and (C) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Tenant shall maintain limits no less than: (A) General Liability, $2,000,000 per occurrence for bodily injury, personal injury and property damage (if Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Lease/location or the general aggregate limit shall be twice the required occurrence limit); (B) Proof of business or personal Automobile Liability coverage for bodily injury and property damage; and (C) Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as required by the Labor Code of the State of California.
Employers Liability limits of $2,000,000 per accident for bodily injury or disease.
2.2.2 Fire Legal Liability and Extended Coverage. Tenant shall also procure and maintain, at its own expense, for the duration of this Lease, an all perils Premises insurance policy covering 100% of the replacement cost of all improvements on the Premises, including the building. If Tenant does not obtain this policy then Landlord will obtain and charge Tenant for the annual premium which Tenant will reimburse within Ten (10) business days of presenting a copy of the Insurance premium invoice to Tenant. This policy will have an annual deductible. of five thousand dollars ($5,000)..
2.2.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Tenant or the primary insured shall provide endorsements to add the following provisions to the insurance policies:
(a) General Liability. The general liability policy shall be endorsed to state that: (A) the Landlord, its directors, officials, officers, employees, volunteers and agents shall be covered as additional insurers with respect to the possession, use, occupancy, management, operation, repair, maintenance or control of the Premises by the Tenant and its officers, officials, agents, representatives, volunteers or employees; and (B) the insurance coverage shall be primary insurance with respect to the Landlord, its officials, officers, employees, volunteers and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Tenant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Landlord, its directors, officials, officers, employees, volunteers and agents shall be excess of the Tenant’s insurance and shall not be called upon to contribute with it.
2.2.4 Waiver of Subrogation. Tenant hereby releases Landlord from liability (to Tenant or anyone claiming through or under Tenant by way of subrogation or otherwise) for any loss of, or damage to, property that is or would be covered by any insurance policies maintained or required to be maintained by Tenant pursuant to this Lease, even if such loss or damage is
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caused by the fault or negligence of Landlord. Tenant will include in its property insurance policy(ies) a waiver of the insurer’s right of subrogation against Landlord as set forth below, regardless of fault or negligence. Landlord hereby releases Tenant from liability (to Landlord or anyone claiming through or under Landlord by way of subrogation or otherwise) for any loss of, or damage to, property that is or would be covered by any insurance policies maintained, or required to be maintained, by Landlord pursuant to this Lease, even if such loss or damage is caused by the fault or negligence of Tenant. Landlord will include in its property insurance policy(ies) a waiver of the insurer’s right of subrogation against Tenant as set forth below, regardless of fault or negligence. Tenant shall cause its insurer to waive all rights of subrogation against the Landlord and its officials, officers, employees, volunteers and agents for property damage covered by the applicable insurance policy.
2.2.5 Additional Requirements. If possible, the General Liability coverage required by this Lease shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Landlord; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Landlord and its officials, officers, employees, volunteers and agents. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Landlord and its officials, officers, employees, volunteers and agents. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:IV, licensed and admitted to do business in California.
3. DEFAULT; TERMINATION.
3.1 Tenant Default. Landlord may pursue, cumulatively or in the alternative as Landlord so elects, the remedies set forth in Section 3.2 as well as any one or more other remedies provided by Law or equity terminate this Lease and all of its obligations hereunder, at its option, upon the occurrence of any of the following (each, a “Default”):
3.1.1 Tenant’s breach of any of its non-monetary obligations under this Lease and failure to cure such breach within thirty (30) days after delivery of written notice from Landlord or, if such cure cannot reasonably be completed within thirty (30) days, Tenant’s failure to commence such cure promptly within the thirty (30) days after delivery of written notice or failure to thereafter diligently prosecute such cure to completion; or
3.1.2 Tenant’s failure to pay any sum required to be paid by Tenant under this Lease and failure to cure such breach within five (5) business days after delivery of written notice from Landlord.
3.2 Remedies. Upon the occurrence of a Default, Landlord may, at Landlord's election, exercise any of the following remedies, in addition to other remedies provided by Law or equity:
3.2.1 Landlord may terminate this Lease by giving Tenant written notice of termination. On the giving of the notice, all of Tenant's rights in the Premises and every part thereof shall terminate. Landlord shall not be deemed to have terminated this Lease unless
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Landlord shall have so declared in writing to Tenant, nor shall Landlord be deemed to have accepted or consented to an abandonment by Tenant by performing acts intended to maintain or preserve the Leased Land or the Project Improvements, making efforts to re-let the Leased Land or appointing a receiver to protect Landlord's interest under the Lease. Immediately after notice of termination, Tenant shall surrender and vacate the Leased Land and all Project Improvements in a broom-clean condition, and Landlord may reenter and take possession of the Leased Land and all improvements and eject all parties in possession or eject some and not others or eject none.
Termination under Section 3.2.1 shall not relieve Tenant from the payment of any sum then due to Landlord.
3.2.2 If any default by Tenant shall continue uncured for the period applicable to the default under the applicable provision of this Lease following notice of default (where required by this Lease), Landlord may, at Landlord's election, reenter the Leased Land and, without terminating this Lease, at any time and from time to time re-let the Leased Land and Project Improvements or any part or parts of them for the account and in the name of Tenant or otherwise.
Landlord may, at Landlord's election, eject all persons or eject some and not others or eject none; provided, however, no subtenants, who are not then in default and who agree to attorn to Landlord, shall be ejected. Any re-letting may be for the remainder of the Lease Term or for a longer or shorter period. No act by or on behalf of Landlord under this provision shall constitute a termination of this Lease unless Landlord gives Tenant written notice of termination. Landlord's re-entry without termination under Section 3.2.2 shall not relieve Tenant from payment to Landlord on the due dates specified in this Lease the equivalent of all sums required of Tenant under this Lease, plus Landlord's expenses, less the proceeds of any re-letting or attainment.
3.2.3 Landlord shall be entitled, at Landlord's election, to damages equal to the amount necessary to compensate Landlord for all the detriment directly caused by Tenant's failure to perform Tenant's obligations under this Lease. Such amount shall include, but not be limited to, such reasonable expenses (including reasonable attorneys' fees and costs) as Landlord may have paid, assumed, or incurred in recovering possession of the Leased Land, placing the Leased Land in good order and condition, preparing or altering the Premises for re-letting (including rental commissions and advertising). Should Landlord elect to terminate this Lease under the provisions of Section 3.2.1 above, Landlord may recover from Tenant as damages: (i) the worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss which 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 Lease Term after the time of award exceeds the amount of such rental loss that could be reasonably avoided; provided, however, that notwithstanding anything to the contrary contained herein and any remedies that may be permitted currently or in the future under California Law, Landlord shall be required to take all reasonable efforts to mitigate its damages following an Event of Default by Tenant. As used in subparagraphs (i) and (ii) above, the "worth at the time of award" is computed by allowing interest at the Interest Rate. As used in subparagraph (iii) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank situated nearest to the location of the Premises at the time of award plus one percent (1%).
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3.3 Landlord Right to Cure. If there shall exist an uncured Default, Landlord shall have the right, but not the obligation, but at the cost of and for the account of Tenant (along with a management fee payable to Landlord, as set forth below), to make such payment or perform such act which Tenant is obligated to perform under this Lease in such manner and to such extent as may be necessary to cure such Default, and, in exercising any such rights, pay any necessary and incidental costs and expenses, employ counsel and incur and pay reasonable attorneys' fees.
Tenant shall pay to Landlord within ten (10) business days after written demand any sum expended by Landlord under this Section 3.3 provided Landlord’s notice has reasonable evidence of the costs, plus interest on the total of such amounts at the lesser of (i) eight percent (8%) per year or (ii) the maximum interest rate permitted by applicable Law. Nothing contained in this Section 3.3 shall impair the rights of Landlord with regard to defaults under Section 3.1.
3.4 Landlord. Tenant may terminate this Lease upon Landlord’s breach of any of its obligations under this Lease and Landlord’s failure to cure such breach within thirty (30) days after delivery of written notice from the Tenant or, if such cure cannot be completed within thirty (30) days, Landlord’s failure to commence such cure within thirty (30) days after delivery of written notice and thereafter diligently prosecute such cure to completion.
4. ENFORCEMENT OF LEASE
4.1 Governing Law and Venue. This Lease shall be governed by the laws of the State of California without regard to conflicts of laws principles. Any litigation or other legal proceedings that arise under or in connection with this Lease shall be conducted in a federal or state court located within or for the County of Los Angeles, California.
4.2 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver.
4.3 Rights and Remedies are Cumulative. Subject to applicable law, the rights and remedies of the parties are cumulative and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by that party, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
4.4 Legal Action. In addition to any other rights or remedies, any party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Lease, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Lease.
4.5 Attorneys’ Fees. If any party commences an action against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs of suit from the losing party.
5. SURRENDER; HOLD OVER:
5.1 Surrender. Tenant shall deliver possession of the Premises to Landlord, cure all defaults, and shall leave the surrendered Premises (i) in good operating condition and in broomclean condition, (ii) in a condition that complies with then-applicable Law, (iii) free from all
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hazardous materials, except to the extent the same were present when the Premises were delivered to Tenant, and except for items normally or routinely used in the operation, repair, maintenance, and use of office and retail projects, such as fuels, solvents, cleaning materials, paint and printing materials, which have been used in a manner that complies with applicable Regulations, and (iv) free from damage by condemnation and casualty, normal wear and tear excepted. All property that Tenant fails to remove within the period set forth in Section 8.2 shall, at Landlord's election, become Landlord's property upon termination of this Lease.The obligations of Tenant under this Section 5.1 shall survive the expiration or earlier termination of this Lease.
5.2 Holding Over. This Lease shall expire without further notice at the expiration of the Lease Term, and no holding over shall be permitted. Any holding over by Tenant after expiration shall not constitute a renewal or extension, nor shall it give Tenant any rights in or to the Premises, or any part thereof. If Tenant shall hold the Premises or any portion thereof after the expiration of the Lease Term, such holding over shall, in the absence of written agreement of Landlord on the subject, be deemed to have created a tenancy from month-to-month terminable on thirty (30) days' written notice by either party to the other, at a monthly rental equal to 150% of the average monthly Rent payable during the last year of the Lease Term. If Landlord subsequently terminates the aforementioned month-to-month tenancy by providing not less than thirty (30) days' prior written notice of such termination to Tenant, and Tenant does not vacate the Premises by the required date, then such holdover by Tenant shall thereafter constitute a tenancy at sufferance and Tenant shall be in default under this Lease.
5.3 Failure to Surrender. If Tenant fails to surrender the Premises, or any part thereof, as required hereunder, Tenant shall defend, protect, indemnify, and hold harmless Landlord, its affiliates, and their respective officers, directors, board members, employees, agents, and contractors harmless from any claims, liabilities, losses, damages, costs and expenses, including but not limited to attorneys’ fees, including but not limited to claims made by any succeeding Tenant, founded on or resulting from Tenant's failure to surrender on or before such date. Tenant's obligations under this Section 5 shall survive the expiration or earlier termination of this Lease.
6. MISCELLANEOUS PROVISIONS
6.1 Construction. Since the parties or their agents have reviewed this Lease, the language of this Lease shall be construed simply, according to its fair meaning, and not strictly for or against any party.
6.2 Notices. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing, addressed as specified below, and sent by prepaid, first-class certified mail or reputable overnight delivery service to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice sent in accordance with this Section 5.2 shall be deemed communicated upon receipt or first refusal of delivery
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To Tenant: To Landlord:
CITY OF COVINA
125 E. College Street
Covina, CA 91723
Attention: City Manager
Bently Real Estate, LLC
1900 E. Garvey Ave South
West Covina, CA 91791
Attn: Tarif Alhassen
6.3 No Other Agreements. This Lease contains all of the Leases of the parties with respect to the subject matter hereof, and all previous and contemporaneous discussions, negotiations and oral agreements are integrated into and superseded by this Lease.
6.4 Counterparts. This Lease may be signed in counterparts, each of which shall constitute an original.
6.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Lease shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Lease which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder.
6.6 Authority. The persons executing this Lease on behalf of the parties hereto warrant that they are duly authorized to execute this Lease on behalf of said parties and that by so executing this Lease the parties hereto are formally bound to the provisions of this Lease.
6.7 Binding Effect. This Lease shall bind and inure to the benefit of the parties and their successors and assigns and successors-in-interest.
6.8 Reservation of Governmental Rights. Nothing in this Lease is intended to or shall waive or alter any city ordinances or any of the Tenant’s rights or powers as a governmental entity; except that, Tenant acknowledges and agrees that, as material consideration to Landlord without which Landlord would not be willing to enter into this Lease, (i) Tenant shall not have the right to exercise any such powers in a manner which increases Landlord’s obligations or decreases Landlord’s rights hereunder or decreases Tenant’s obligations or increases Tenant’s rights hereunder, and (ii) Tenant shall not terminate this Lease during the Initial Term or modify Tenant’s obligations hereunder, and that it shall be a condition precedent to any termination of this Lease by Tenant during the Initial Term that (i) Landlord shall not incur any cost, expense, liability or obligation as a result of such termination or modification, (ii) such termination shall have no effect with respect to the Exchange Agreement and/or the conveyances which occur pursuant thereto or the parties’ rights thereunder, and that Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including attorneys’ fees) arising in connection with any such termination or modification.
6.9 Memorandum of Lease. Concurrently with its execution of this Lease, Tenant shall execute and deliver to Landlord, duly acknowledged, (i) a counterpart of a Memorandum of Lease for this Lease in the form attached hereto as Exhibit “D” (the “Memorandum”), and (ii) a
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counterpart of a Termination of Memorandum of Lease in the form attached hereto as Exhibit “D1” (the “Termination Memorandum”). Landlord shall be entitled to record the Memorandum among the public records, provided that Landlord shall not record the Termination Memorandum prior to the expiration or other termination of this Lease. Tenant shall not record this Lease, or a short form memorandum, without Landlord’s written consent and any such recording without Landlord’s written consent shall constitute an Event of Default.
6.10 Time of the Essence. Time is of the essence of every provision hereof in which time is a factor.
6.11 Limitation of Liability. Notwithstanding anything contained to the contrary in this Lease, whether express or implied, it is agreed that Tenant will look only to Landlord's interest in and to the Premises for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord in the event of a breach or default under this Lease by Landlord and no other property or assets of Landlord, its directors, officers, shareholders, members, partners or other principals (disclosed or undisclosed) shall be subject to levy, execution or other enforcement procedures for the satisfaction of any such judgment (or other judicial process). In confirmation of the foregoing, if Tenant acquires a lien on such other property or assets, by judgment or otherwise, it shall promptly release such lien by executing, acknowledging and delivering an instrument in recordable form to that effect prepared by Landlord, but such instrument of release shall not release any such lien on the interest of Landlord in the Premises.
6.12 Covenant Against Encumbrances. Except as expressly provided in this Lease, without the prior written consent of Landlord, which may be withheld in Landlord's sole discretion, Tenant shall not and shall not cause or allow any other person to (i) grant any easement, license or other recorded right in the Premises or any portion thereof, (ii) make application for or take any action to effect any change in zoning or any entitlements of the Premises, (iii) make any application for or record any tract map, parcel map, condominium plan, condominium declaration, or plat of subdivision that would affect the Premises, or (iv) otherwise record or execute any documents or instruments which may be recorded affecting the Premises. Notwithstanding the foregoing but subject to the provisions of Section 6.8, the foregoing shall not be deemed to limit Tenant’s right to exercise its powers as a governmental entity in a manner that effects properties generally, as opposed to any action which affects the Premises specifically.
6.13 Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or Regulations, governmental order, shutdown or similar mandate in connection with a current or future pandemic (including the coronavirus disease (COVID-19)), riots, insurrection, war, acts of terrorism, sabotage, material fire or other material casualty, pandemic, epidemics, diseases, or an extraordinary and material act of God (such as a tornado, hurricane or earthquake), or other reason of a like nature not the fault or within the control of the party delayed (each, an “Force Majeure”) in performing work or doing acts required under the terms of this Lease, then performance of such act 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. The provisions of this Section shall not operate to excuse prompt payment of any Rent and/or other payments to be made by Tenant pursuant to this Lease.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date first written above.
LANDLORD: TENANT:
BENTLY REAL ESTATE, LLC
By:
Tarif Alhassen, Manager
CITY OF COVINA,
a California municipal corporation
By:
Chris Marcarello, City Manager
ATTEST:
By:
Fabian Velez, Chief Deputy City Clerk
APPROVED AS TO FORM:
By:
Kevin G. Ennis, City Attorney
A-1
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EXHIBIT “A”
DESCRIPTION OF LAND
Real property in the City of Covina, County of Los Angeles, State of California, described as follows:
LOT 6 OF TRACT NO. 1224, IN THE CITY OF COVINA, AS PER MAP RECORDED IN BOOK 18, PAGES 50 AND 51 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 8431-028-006 (Old APN); 8431-028-111 (New APN)
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EXHIBIT “B”
DESCRIPTION OF TENANT ROAD IMPROVEMENTS
C-1
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EXHIBIT “C”
TENANT INITIAL ALTERATIONS
(Attached.)
D-1
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EXHIBIT “D”
FORM OF MEMORANDUM OF LEASE
(Attached.)
D-2
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RECORDING REQUESTED BY, AND WHEN
RECORDED MAIL TO:
City of Covina
125 E. College Street
Covina, CA 91723
Attn: City Clerk
[Space Above For Recorder's Use Only]
The undersigned Landlord declares that this Memorandum of Lease is exempt from Recording Fees pursuant to California Government Code Section 27383.
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this “Memorandum”) is dated as of _______________, 2026 and is entered into by and between BENTLEY REAL ESTATE, LLC, a California limited liability company (“Landlord”) and the CITY OF COVINA, a California municipal corporation (“Tenant”).
RECITALS
A. Landlord and Tenant have entered into that certain Lease dated ____________, 2026 for premises at 401 N. Citrus Avenue in Covina, California owned by Landlord (“Premises”).
B. Landlord and Tenant now desire to record this Memorandum in order to enable Tenant to obtain leasehold title insurance for the Lease.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained in the Lease, and for other consideration, the sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Lease of Premises. Landlord has leased the Premises to Tenant, and Tenant has leased the Premises from Landlord, upon and subject to the terms and conditions set forth in the Lease. The Lease is hereby incorporated herein by this reference.
2. Term. The term of the Lease shall be for eight (8) years and three (3) months, subject to extension as provided in the Lease, and shall commence on ________________, 202__. [Signatures on the Following Page.]
D-3
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of the date and year first above written.
LANDLORD:
BENTLY REAL ESTATE, LLC
By: _________________________
Print Name: __________________
Title: ________________________
TENANT:
CITY OF COVINA
By:
Print Name:
Title:
D-4
12923-0001\2619709v8.doc
State of California )
County of ______________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
State of California )
County of ______________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.
D-1-1
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EXHIBIT “D-1”
FORM OF TERMINATION OF MEMORANDUM OF LEASE
(Attached.)
D-1-2
12923-0001\2619709v8.doc
RECORDING REQUESTED BY,
WHEN RECORDED RETURN TO:
City of Covina
125 E. College Street
Covina, CA 91723
Attn: City Clerk
[Space Above For Recorder’s Use Only]
The undersigned declare that this Termination of Memorandum of Lease is exempt from Recording Fees pursuant to California Government Code Section 27383.
TERMINATION OF MEMORANDUM OF LEASE
THIS TERMINATION OF MEMORANDUM OF LEASE (this “Termination”) is dated as of ___________, 20___, and is entered into by and between the BENTLEY REAL ESTATE, LLC, a California limited liability company (“Landlord”) and the CITY OF COVINA, a California municipal corporation (“Tenant”).
RECITALS
A. Landlord and Tenant are parties to that certain Lease Agreement dated ___________, 20___ (“Lease”) as evidenced by that certain Memorandum of Lease dated ___________, 20___, which was recorded on ___________, 20___ in the Official Records of the County of Los Angeles as Document Number _________________ (the “Memorandum”).
B. The Lease described in the Memorandum has expired and Landlord and Tenant now desire to terminate the Memorandum.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Termination. Landlord and Tenant hereby terminate the Memorandum.
2. Counterparts. This Termination may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument.
3. Entire Agreement. This Termination represents the entire and final agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior discussions, negotiations and writings with respect thereto.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of the date and year first above written.
LANDLORD:
BENTLY REAL ESTATE, LLC
By: _________________________
Print Name: __________________
Title: ________________________
TENANT:
CITY OF COVINA
By:
Print Name:
Title:
D-1-4
12923-0001\2619709v8.doc
State of California )
County of ______________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
State of California )
County of ______________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 15
Meeting: September 1, 2026
Title: Confirm and Approve City Council’s Revisions to Various Boards and Commissions Appointments
Presented by: Chris Marcarello, City Manager
Fabian Velez, Chief Deputy City Clerk
Recommendation: Approve the City Council’s appointments to various boards and commissions.
EXECUTIVE SUMMARY:
Public involvement is crucial to the City’s decision-making process, and appointed advisory bodies are an important and valued part of City government. There are particular areas of decision-making which benefit from the advice and counsel of qualified residents. By advising the City Council and staff, bringing new ideas to the table, and representing all of the diverse elements of our community, advisory bodies assist the City Council in making the best, most informed decisions possible, for the benefit of the entire Covina community. The Covina Municipal Code provides for the establishment of advisory bodies including commissions, committees, and boards to advise the City Council and provide ongoing citizen input into policies and issues affecting the Covina community.
DISCUSSION:
Appointed members of boards and commissions are appointed by and serve at the pleasure of the City Council, pursuant to Government Code Section 36506. The City Council shall have the authority to appoint, reappoint, and/or make changes to existing positions.
The following actions are being considered for approval:
Councilmember Linares:
Reappointment of Jessie Castro to the Finance Advisory Commission for an unexpired 4-year term ending June 30, 2030.
Reappointment of Denaee Amaya to the Library Board of Trustees for an unexpired 3-year term ending June 30, 2029.
Appointment of Adrian Fernandez to the Parks & Recreation Commission for an unexpired 4- year term ending June 30, 2030.
Reappointment of TJ Nass to the Planning Commission for an unexpired 4-year term ending June 30, 2030.
Appointment of Brittany Crawford to the Transportation & Mobility Advisory Commission for an unexpired 4-year term ending June 30, 2030.
Appointment of Anita Estrada to the Youth Accountability Board for an unexpired 4-year term ending June 30, 2030.
Councilmember Aleman:
Appointment of Janet Salmon to the Finance Advisory Commission for an unexpired 4-year term ending June 30, 2030.
Reappointment of Alexa Sanchez to the Library Board of Trustees for an unexpired 3-year term ending June 30, 2029.
Appointment of Suzee Della Donna to the Parks & Recreation Commission for an unexpired 4- year term ending June 30, 2030.
Appointment of M’Lee Munoz to the Planning Commission for an unexpired 4-year term ending June 30, 2030.
Appointment of Gaspar Sotelo to the Transportation & Mobility Advisory Commission for an unexpired 4-year term ending June 30, 2030.
Reappointment of Sarah Giannini to the Youth Accountability Board for an unexpired 4-year term ending June 30, 2030.
Reappointment of Saul Martinez to the Youth Accountability Board for an unexpired 4-year term ending June 30, 2030.
Mayor Delgado:
Reappointment of Bryan Rodriguez to the Planning Commission for an unexpired 4-year term ending June 30, 2030.
Reappointment of Eloy Florez to the Transportation & Mobility Advisory Commission for an unexpired 4-year term ending June 30, 2030.
FISCAL IMPACT:
None.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
Respectfully submitted,