CITY COUNCIL SPECIAL MEETING AGENDA
MAY 20, 2022
8:00 P.M.
NOTICE: IN ORDER TO MINIMIZE THE SPREAD OF THE COVID-19 VIRUS, THIS
MEETING WILL BE CONDUCTED PURSUANT TO GOVERNMENT CODE
SECTION 52953(e) AND CITY OF LIVINGSTON CITY COUNCIL RESOLUTION NO. 2021-71.
WE ENCOURAGE ALL MEMBERS OF THE PUBLIC TO PARTICIPATE IN THE MEETING VIA ZOOM AT https://zoom.us/j/92309343168 AND/OR BY DIALING 1-669 900 6833, MEETING ID: 923 0934 3168. ANY MEMBER OF THE PUBLIC
PARTICIPATING VIA ZOOM MAY PROVIDE PUBLIC COMMENT BY USING THE “RAISE HAND” ICON ON YOUR SMART DEVICE OR DESKTOP COMPUTER, OR BY DIALING *9 IF YOU ARE USING YOUR TELEPHONE. PLEASE LISTEN
CARFEFULLY FOR SOMEONE TO ADDRESS YOU BY NAME (OR PHONE
NUMBER) AND FOR THE AUDIBLE ZOOM NOTIFICATION THAT YOU HAVE BEEN UNMUTED. AFTER YOUR TIME HAS EXPIRED, YOU WILL BE MUTED AGAIN.
ADDITIONALLY, THE MEETING WILL BE STREAMED ON YOUTUBE LIVE https://www.youtube.com/channel/UCB_ZmQZIHELh-ECEPZ2VwZg
PERSONS WHO ATTEND THE MEETING ARE ASKED TO FOLLOW THE
CURRENT STATE OF CALIFORNIA PUBLIC HEALTH GUIDANCE.
(Some Councilmembers may be participating in the meeting remotely via teleconferencing consistent with the Government Code Section 52953(e) and City of Livingston City Council Resolution No. 2021-71.) Assistance will be provided to those requiring accommodations for disabilities in compliance with the Americans with Disabilities Act of 1990. Persons requesting accommodation should contact the City in advance of the meeting, and as soon as possible, at 209-394-5544.
Notice is hereby given that the City Council will hold a Special Meeting on May 20, 2022, at the City Council Chambers, 1416 C Street, Livingston, California. Persons with disabilities who may need assistance should contact the Deputy City Clerk at least 24 hours prior to this meeting at (209) 394-8041, Ext. 121. Any writings or documents pertaining to an open session item provided to a majority of the members of the legislative body less than 24 hours prior to the meeting shall be made available for public inspection by email if requested. Public comments can be submitted via emailed at [email protected]. Comments must be received by 2:00 p.m. on the day of the City Council meeting. You will need to provide: Meeting date, name, email and comment (please limit to 300 words or 3 minutes). Please include: PUBLIC COMMENT in the subject for the email. The Special Meeting will begin at 8:00 p.m. Members of the public may address the City Council concerning any item described in this notice and agenda before consideration of that item. No City business other than that described in this notice and agenda shall be considered by the City Council.
CALL TO ORDER
Roll Call.
Pledge of Allegiance.
Moment of Silence – First Responders and Military Members.
Changes to the Agenda.
CITIZEN COMMENTS
MEMBERS OF THE PUBLIC WISHING TO ADDRESS THE CITY COUNCIL WILL BE GIVEN THE SAME TIME ALLOTMENT FOR COMMENTS (3 MINUTES) AS NORMALLY ALLOWED FOR MEETINGS SUBJECT TO THE PROVISIONS OF EXECUTIVE ORDER N-08-21 At a special meeting, members of the public wishing to address the Council for any matter on the agenda may do so at this time. Note, under the provisions of the California Government Code, the City Council is prohibited from discussing or taking action on any item not on the agenda. Comments are normally limited to three (3) minutes.
Please note that under California Government Code section 54954.3(a) (The Brown Act), Special Meeting agendas need only provide an opportunity for members of the public to directly address the legislative body concerning any item that has been described in the meeting agenda before or at the end of consideration of the item. The public will have an opportunity to comment on matters not on the agenda at regularly scheduled Council Meetings.
DISCUSSION AND POTENTIAL ACTION ITEMS
1. MOTION TO REPEL CONTRACT EXTENSION WITH MERCED COUNTY SHERIFF’S
OFFICE FOR INTERIM POLICE CHIEF SERVICES
Motion to Repel Contract Extension Between Merced County Sheriff’s Office and the City of Livingston for Interim Chief of Police Services.
2. APPROVE A CONTRACT EXTENSION WITH MERCED COUNTY SHERIFF’S
OFFICE FOR INTERIM POLICE CHIEF SERVICES
Resolution Approving a Contract Extension Between Merced County Sheriff’s Office and the City of Livingston for Interim Chief of Police Services.
ADJOURNMENT
STAFF REPORT
AGENDA ITEM: Adopt Resolutions Approving a Contract Extension between Merced County Sheriff’s Office and the City of Livingston for Interim Chief of Police Services
MEETING DATE: May 19, 2022
PREPARED BY: Vanessa Portillo, City Manager
RECOMMENDATION
Staff recommends that the City Council adopt a Resolution approving the Contract between Merced County Sheriff’s Office and the City of Livingston for Interim Chief of Police Services.
BACKGROUND/DISCUSSION
In November 2021, Merced County Sheriff’s Office (MCSO) agreed to assist the City of Livingston providing contracted Interim Chief of Police services through May 22, 2022 or until a permanent Chief of Police is hired. The Sheriff’s Office assigned Lieutenant Charles Hale as Interim Chief of Police.
In December 2021, the City approved a contract with CPS HR to conduct the executive recruitment for Chief of Police. The approach to the recruitment process was aggressive and included advertising through various law enforcement platforms, government job sites as well as outreach to approximately 1,900 professionals, referral sources and potential candidates. The Chief of Police recruitment closed in February 2022. Unfortunately, the recruitment failed to generate the response and/or results desired. The City will continue its recruitment efforts to hire a Chief of Police position as it is an integral part of the City’s leadership team.
While recruitment efforts continue, the City’s need for contracted Interim Chief of Police services is still needed. Moreover, Lieutenant Hale has been able to integrate with our law enforcement team, city departments, and community members commendably. Lieutenant Hale has played an integral role in organizing community events such as Public Safety Meet & Greet, Sikh Parade, Centennial Events (Guns & Hoses) and Livingston Band Review. In addition, Lieutenant Hale has been detrimental in identifying new revenue sources and negotiating favorable contracts for the City such as the Firearms Range Training Facility Memorandum of Understanding (MOU) with other law enforcement agencies estimating to generate around $15 thousand annually, as well as securing funding for upgraded equipment from the RAN Board for about $62 thousand, and the School Resource Officer Contract with Merced Union High School District (MUHSD) for $104 thousand. Lastly, Lieutenant Hale has implemented several operational enhancements to the Livingston Police Department such as installation of police vehicle cameras, implementation of Military Equipment Policy which provided compliance with State mandates (AB-481), abandoned vehicle abatements, code enforcement efforts, and License Plate Reader (LPR) technology.
In order to avoid leadership disruption to our City’s Police Department, MCSO agreed to a contract term extension through September 30, 2022 in accordance with the City of Livingston’s Municipal Code, Chapter 11, Purchase Policies and Procedures, Section 1-11-4 Delegation of Authority, Item (B).
STAFF REPORT
CITY COUNCIL REGULAR MEETING – MAY 19, 2022
ADOPT A RESOLUTION APPROVING A CONTRACT EXTENSION BETWEEN MERCED COUNTY SHERIFF’S OFFICE AND THE CITY OF LIVINGSTON FOR INTERIM CHIEF OF POLICE
SERVICES
The City has paid about $104 thousand for Interim Chief of Police services (service period through May 2022) and projects costs of about $191 thousand for services through September 30, 2022. The average ‘fully loaded’ cost of a Chief of Police is about $230 thousand (wages, pension, benefits).
Leadership continuity in the Police Department is a critical component to the City’s success and overall public safety. Steady leadership in our City’s Police Department not only ensures the stability and well-being of our law enforcement team but also strengthens the operations and services provided to our community. While the City continues to receive and evaluate applications from qualified candidates, it is imperative for alternate options to be explored.
MCSO provided two (2) proposals for a potential extension of Interim Police Chief services through June 30, 2023. The first option was a one (1) year agreement for a Lieutenant to oversee the operations of the Police Department. The second option was to have a Captain assigned to our City to oversee the operations of the Police Department while training and developing a City Lieutenant for future leadership roles. The Lieutenant position would be funded and approved through the Fiscal Year 22/23 Budget process. Considering the second option is advantageous to the City for many reasons as it provides: 1. Promotional opportunities within the Police Department, 2. Tangible and measurable succession planning, and 3. Clear “Second-In-Command” leadership.
Staff recommends extending the MCSO agreement through June 30, 2023 with the second option provided (funding a Contracted Captain for Interim Police Chief services). The contract extension through June 30, 2023 includes a not-to-exceed cap of $275 thousand and a 90-day termination notice in the event the City wishes to terminate the contract.
FISCAL IMPACT
Interim Chief of Police services will be paid from the budgeted salary account in the Police Department.
ATTACHMENTS
1. Resolution of the City Council of the City of Livingston Ratifying a Contract Amendment between Merced County Sheriff’s Office and the City of Livingston for Interim Chief of Police Services through September 30, 2022
2. Resolution of the City Council of the City of Livingston Approving a Contract Extension between Merced County Sheriff’s Office and the City of Livingston for Interim Chief of Police Services through June 30, 2023
3. Contract Amendment: Interim Chief of Police Contract through September 30, 2022
4. Contract Extension: Interim Chief of Police Contract through June 30, 2023 RESOLUTION NO. 2022-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON RATIFYING
THE CONTRACT AMENDMENT BETWEEN MERCED COUNTY AND THE CITY OF
LIVINGSTON FOR INTERIM CHIEF OF POLICE SERVICES THROUGH SEPTEMBER 30,2022
WHEREAS, the City of Livingston entered into a contract with Merced County for Interim Chief of Police services on November 22, 2021; and
WHEREAS, the City wishes to ratify the contract term amendment through September 30, 2022; and
WHEREAS, the Sheriff's Office has assigned a Lieutenant to act as the Interim Police Chief; and
WHEREAS, all other contract terms remain the same; and
WHEREAS, the Finance Department will make the necessary adjustments to the budget to align appropriate expense accounts; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LIVINGSTON, THAT:
1. The above recitals are true and correct.
2. The City Manager of the City of Livingston is authorized to execute the agreement.
3. This resolution is effective immediately upon adoption.
Passed and adopted this 19th day of May, 2022, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Juan Aguilar Jr., Mayor
of the City of Livingston
ATTEST:
I, hereby certify that the foregoing resolution was regularly introduced, passed and adopted at a Regular Meeting of the City Council of the City of Livingston this 19th day of May, 2022.
Leticia Vasquez-Zurita, City Clerk
of the City of Livingston
RESOLUTION NO. 2022-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON
APPROVING THE CONTRACT EXTENTION BETWEEN MERCED COUNTY AND
THE CITY OF LIVINGSTON FOR INTERIM CHIEF OF POLICE SERVICES THROUGH JUNE 30, 2023
WHEREAS, the City of Livingston entered into a contract with Merced County for Interim Chief of Police services on November 22, 2021; and
WHEREAS, the contract amount is not to exceed $275 thousand through the end of contract term; and
WHEREAS, the City may terminate the contract upon the hiring of a permanent Chief of Police with a 90-day notice; and
WHEREAS, the City will continue its recruitment efforts to hire a qualified Chief of Police; and
WHEREAS, the Finance Department will make the necessary adjustments to the Fiscal Year 2022/23 budget to align appropriate expense accounts; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LIVINGSTON, THAT:
1. The above recitals are true and correct.
2. The City Manager of the City of Livingston is authorized to execute the agreement.
3. This resolution is effective immediately upon adoption.
Passed and adopted this 19th day of May, 2022, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Juan Aguilar Jr., Mayor
of the City of Livingston
ATTEST:
I, hereby certify that the foregoing resolution was regularly introduced, passed and adopted at a Regular Meeting of the City Council of the City of Livingston this 19th day of May, 2022.
Leticia Vasquez-Zurita, City Clerk
of the City of Livingston
AMENDMENT #1
TO
CONTRACT NO. 2021376
BETWEEN
MERCED COUNTY
AND
CITY OF LIVINGSTON
THIS Amendment to Contract No. 2021376, is executed by and between the County of Merced, a political subdivision of the State of California, (hereinafter called "County"), and City of Livingston (hereinafter called "City").
This Amendment is hereby annexed to and made a part of the printed part of the Agreement to which it is attached, or modifies the existing Agreement between the parties. In each instance in which the provisions of this Amendment shall contradict or be inconsistent with the provisions of the printed portion of the original Agreement and any previous amendments, the provision of this Amendment shall prevail and govern and the contradicted or inconsistent provisions shall be deemed amended accordingly. Both parties agree that there is new and adequate consideration for this Amendment.
This Amendment shall be deemed to have been duly approved when executed by both parties to the original Agreement. Once duly approved, this Amendment shall become effective as of the date signed by the Chairman of the Merced County Board of Supervisors.
MODIFICATIONS:
1). Section 3, entitled "TERM", is amended to read as follows:
The term of this Agreement shall commence on the 22nd day of November 2021, and continue until the 30th day of September, 2022, unless sooner terminated in accordance with the sections entitled "TERMINATION FOR CONVENIENCE" or "TERMINATION FOR CAUSE", OR "NON-APPROPRIATION OF FUNDING" as set forth elsewhere in the Agreement.
Except as herein modified, all terms and conditions in said Agreement as heretofore approved remain unchanged and in full force and effect.
S/GNA TURE PAGE TO FOLLOW
MERCED COUNTY CONTRACT NO. ::2.Q2.\ 3'/ Ce:>
By:
Lloyd Pareira Jr.
Chairman
MAY 1 0 2022
Dated
Vernon H. Warnke
Sheriff-Coroner
APPROVED AS TO LEGAL FORM
MERCED cou7icoUNSEL
0 ·~-- Ar@- BY:
a Anderson
City of Livingston
By: { ttM.-U
Signature
o~ rP- ~
Vanessa Portillo
City Manager
4' 2-:i. . UJ2-'"2-
Dated
AGREEMENT FOR SPECIAL SERVICES
BETWEEN
CITY OF LIVINGSTON
AND
MERCED COUNTY
CONTRACT NO. ____ _
THIS AGREEMENT, is made and entered into by and between the County of Merced, a political subdivision of the State of California, (hereinafter referred to as "County"), and the City of Livingston, located at 1416 C Street, Livingston, CA 95334 (hereinafter referred to as "City").
WHEREAS, County is authorized to establish and maintain a law enforcement agency to provide for the safety and protection of the general public through its Sheriff's Office; and,
WHEREAS, City desires to contract with County to obtain the services of a Captain to perform the duties of a Police Chief; and,
WHEREAS, County is specially trained, experienced, and competent to perform such services in connection with placement of a Police Chief; and WHEREAS, the parties desire to set forth herein the terms and conditions under which said services shall be furnished.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows:
1. COUNTY COVENANTS
The Sheriff of Merced County shall, after consulting with the City, designate a full time Captain to serve as the Police Chief in the City, covering Police Chief assignments as needed.
2. SCOPE OF SERVICES
A. Under the direction of the City Manager and Merced County Sheriff, the Captain will exercise leadership and command over the personnel, activities and operations of the City of Livingston's Police Department; administer the Department budget and approve expenditures; represent the Department at City Council meetings; provide for public safety and compliance with applicable City, County, State and federal laws; work collaboratively with other municipal departments to ensure a solvent, vibrant and safe community for the City's residents and visitors; train, supervise and evaluate assigned personnel.
1 B. The normal work week will be Monday through Friday.
C. The Captain will wear an approved Merced County Sheriff uniform during the assigned shift.
3. TERM
The term of this Agreement shall commence on the 1st day of July, 2022, and continue until the 30th day of June, 2023, unless sooner terminated in accordance with the sections entitled "TERMINATION FOR
CONVENIENCE", "TERMINATION FOR CAUSE" OR "NONAPPROPRIATION OF FUNDING", as set forth elsewhere in this Agreement.
4. COMPENSATION
City agrees to pay County an hourly rate of One Hundred Forty-Six Dollars and Thirty-Three Cents ($146.33) per hour for hours engaged in the performance of such work, as are more specifically set forth under Section 1, "SCOPE OF SERVICES". Approved overtime will be reimbursed by the City at the current overtime rate of One Hundred Twenty Dollars and ThirtyFive Cents ($120.35) per hour. Total contract not to exceed Two Hundred Seventy-Five Thousand Dollars and No Cents ($275,000.00) Furthermore, the City will reimburse County for mileage at a rate of One Dollar and Ten Cents ($1.10) per mile for the patrol vehicle provided to the assigned Captain. Mileage will be calculated for the time the Captain is assigned to the City of Livingston.
Any and/or all payments made under this Agreement shall be paid by check, payable to the order of County and be mailed to County at:
Name:
Address:
City/State/Zip:
Merced County Sheriff's Office
c/o Merced County Auditor
2222 M Street
Merced, CA 95340
County may request that City mail the check to County to such other address as County may from time to time designate to City. Such request must be made in writing in accordance with the procedures as outlined under Section 6, "NOTICES".
5. TERMS OF PAYMENT
Payment shall be for services required to be provided herein and as set forth under Section 1, "SCOPE OF SERVICES." Payment shall be made in the following manner:
2 County shall submit monthly itemized invoices for services it has provided and for the amount owed under this Agreement. Invoices shall be forwarded to the City at the City address indicated under Section 6, "NOTICES" of this Agreement.
The fee due hereunder shall be paid to County within fifteen (15) days following receipt of the invoice.
6. NOTICES
All notices, requests, demands or other communications under this Agreement shall be in writing. Notice shall be sufficiently given for all purposes as follows:
A. Personal Delivery. When personally delivered to the City, notice is effective upon delivery.
B. First Class Mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.
C. Certified Mail. When mailed by certified mail, return receipt requested, notice is effective upon receipt, if delivery is confirmed by a return receipt.
D. Overnight Delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service.
Any correctly addressed notice that is refused, unclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messengers or overnight delivery service.
Information for notice to the parties to this Agreement at the time of endorsement of this Agreement is as follows:
County of Merced c/o
Merced County Sheriff
2222 "M" Street
Merced, CA 95340
City of Livingston
1416 C Street
Livingston, CA 95334
Attn: City Manager
Any party may change its address by giving the other party notice of the change in any manner permitted by this Agreement.
3 7. TERMINATION FOR CONVENIENCE
This Agreement, notwithstanding anything to the contrary herein above or hereinafter set forth, may be terminated by County at any time without cause or legal excuse by providing the other party with ninety (90) calendar days written notice of such termination.
Upon effective date of termination, City shall have no further liability to County except for payment for actual services incurred during the performance hereunder. Such liability is limited to the time specified in said notice and for services not previously reimbursed by City. Such liability is further limited to the extent such costs are actual, necessary, reasonable, and verifiable costs and have been incurred by County prior to, and in connection with, discontinuing the work hereunder.
8. MODIFICATION OF THE AGREEMENT
Notwithstanding any of the provisions of this Agreement, the parties may agree to amend this Agreement. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.
9. INSURANCE
Prior to the commencement of work, and as a precondition to this Agreement, the Parties shall maintain Commercial General Liability (CGL) insurance with limits no less than $1,000,000 per occurrence covering bodily injury, personal injury and property damage, Professional Liability Insurance with limits no less than $1,000,000 per occurrence, Automobile Liability insurance with limits no less than $1,000,000 per accident for bodily injury and property damage, and Workers Compensation Insurance as required according to the California Labor Code, including Employers' Liability limits of $1,000,000 per accident during the term of the Agreement.
Each party shall provide the other certificates of insurance upon request.
Each party and its officers, employees, and agents shall be endorsed to the other's CGL policy as additional insured, using ISO form CG2026 or an alternate form that is at least as broad as form CG2026, as to any liability arising from the performance of this Agreement.
10. INDEMNIFICATION
The City shall indemnity, defend, and hold harmless the County its officers, officials, employees, and volunteers from and against any and all liability, 4 claims, damage, costs, expenses, awards, fines, judgments, and expenses of litigation (including, without limitation, costs, attorney frees, expert witness fees and prevailing party fees and cost) of every nature arising out of or in connection with the assigned Captain's performance of work or his or her failure to comply with any of its obligations contained in the Agreement, except such loss or damage which was caused by the active negligence by the County or the gross or willful misconduct of the assigned Captain.
The County shall indemnify, defend, and hold harmless the City, its officers, officials, employees, and volunteers from and against any and all liability, claims, damage, cost, expenses, awards, fines, judgments, and expenses of litigation (including, without limitation, costs, attorney fees, expert witness fees and prevailing party fees and cost) of every nature arising out of the active negligence by the County or the gross or willful misconduct of the assigned Captain during the performance of work hereunder.
If the City rejects a tender of defense by the County and/or the assigned Captain under this Agreement, and it is later determined that the County and/or the assigned Captain breached no duty of care and/or was immune from liability, the City shall reimburse the County and/or the assigned Captain for any and all litigation expenses (including, without limitation, costs, attorney fees, expert witness fees and prevailing party fees and cost).
A duty of care or immunity determination may be made by a jury or a court, including a declaratory relief determination by a court after the County and/or assigned Captain settles a liability claim, with or without participation by the City.
11. INDEPENDENT CONTRACTOR
It is mutually understood and agreed that County is an independent entity in the performance of the work duties and obligations devolving upon County under this Agreement. The sole interest and responsibility of the County is to assure that the services covered by this Agreement shall be performed and rendered in a competent, efficient and satisfactory manner.
It is mutually understood and agreed that no employer-employee relationship is created and each party shall be responsible for withholding, reporting and payment of any federal, state or local taxes, contributions or premiums imposed or required by workers' compensation, unemployment insurance, social security, income tax, other statutes or codes applying to the other party, or its employees, if any.
It is mutually agreed and understood that City, its sub-contractors and employees, if any, shall have no claim under this Agreement or otherwise against the County for vacation pay, sick leave, retirement or social security 5 benefits, occupational or non-occupational injury, disability or illness, or loss of life or income, by whatever cause.
City shall insure that all its personnel and employees, its sub-contractors and their employees, used to receive the contracted services are aware and expressly agree that County is not responsible for any benefits, coverage or payment for their efforts.
12. RECORDS AND INSPECTIONS
County shall maintain full and accurate records with respect to all matters covered under this Agreement. To the extent permitted by law, City shall have free access at all proper times or until the expiration of four (4) years after the furnishing of services to such records, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all data, documents, proceedings, and activities pertaining to this Agreement.
13. OWNERSHIP OF DOCUMENTS
To the extent permitted by law, all technical data, evaluations, plans, specifications, reports, documents, or other work products developed by County hereunder shall be the exclusive property of County and shall be delivered to County upon completion of the services authorized hereunder.
In the event of termination, all finished or unfinished documents and other materials, if any, at the option of County, and to the extent permitted by law, shall become the property of the County. City may retain copies thereof for its files and internal use. Any publication of the information directly derived from work performed, or data obtained in connection with services rendered under this Agreement, must first be approved in writing by County. All technical data, evaluations, plans, specifications, reports, and other work products are instruments of County's services and are not designed for use other than what is intended by this Agreement.
14. ENTIRE AGREEMENT
This Agreement and any additional or supplementary document or documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other contracts, oral or otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind any of the parties hereto.
15. COUNTY NOT OBLIGATED TO THIRD PARTIES
County shall not be obligated or liable hereunder to any party other than City.
6 16. COMPLIANCE WITH STATE LAWS AND REGULATIONS
The parties agree to comply with all State laws and regulations that pertain to construction, health and safety, labor, minimum wage, fair employment practice, equal opportunity, and all other matters applicable to the parties, their subgrantees, contractors, or subcontractors, and their work.
17. APPLICABLE LAW; VENUE
All parties agree that this Agreement and all documents issued or executed pursuant to this Agreement as well as the rights and obligations of the parties hereunder are subject to and governed by the laws of the State of California in all respects as to interpretation, construction, operation, effect and performance. No interpretation of any provision of this Agreement shall be binding upon County unless agreed in writing by County and counsel for County.
Notwithstanding any other provision of this Agreement, any disputes concerning any question of fact or law arising under this Agreement or any litigation or arbitration arising out of this Agreement, shall be tried in Merced County, unless the parties agree otherwise or are otherwise required by law.
18. WAIVER
Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder.
19. BREACH OF CONTRACT
Upon breach of this Agreement by City, County shall have all remedies available to it both in equity and/or at law.
20. SUCCESSORS IN INTEREST
All the terms, covenant, and conditions of this Agreement shall be binding and in full force and effect and inure to the benefit of the successors in interest and assigns of the parties hereto. This paragraph shall not be deemed as a waiver of any of the conditions against assignment set forth herein.
21. CONFLICT OF INTEREST
City covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with 7 the performance of this Agreement. City shall make all reasonable efforts to ensure that no conflict of interest exists between its officers, employees, or subcontractors, and the County. City shall make all reasonable efforts to ensure that no County officer or employee, whose position in the County enables them to influence this Agreement, shall have any direct or indirect financial interest resulting from this Agreement or shall have any relationship to City or their officer or employee nor that any such person will be employed by City in the performance of this Agreement without immediate divulgence or such fact to the County.
22. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND
FACILITIES
The parties and any subcontractors shall comply with all applicable federal, state, and local Anti-discrimination laws, regulations, and ordinances and shall not unlawfully discriminate, harass, or allow harassment against any employee, applicant for employment, employee or agent of the other party because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, age (over 40), medical condition (including HIV and AIDS), or physical or mental disability. Each party shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of the other party's employees and agents, and recipients of services are free from such discrimination and harassment.
The parties represent that they are in compliance with and agree that they will continue to comply with the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Fair Employment and Housing Act (Government Code §§ 12900 et seq.), and regulations and guidelines issued pursuant thereto.
The parties shall include this nondiscrimination provision in all subcontracts related to this Agreement.
23. CAPTIONS
The captions of each paragraph in this Agreement are inserted as a matter of convenience and reference only, and in no way define, limit, or describe the scope or intent of this Agreement or in any way affect it.
24. ASSIGNMENT
The parties shall not assign this Agreement, or any part thereof, or interest therein, directly or indirectly, voluntarily or involuntarily, to any person without obtaining the prior written consent of the other party. 8 City hereby assigns to the County 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 (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from the purchase if goods, materials, or services by the City for sale to the County pursuant to this Agreement.
25. SEVERABILITY
If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid, in whole or in part, for any reason, the validity and enforceability of the remaining provisions, or portion of them, will not be affected. Reduced compensation will allow County to withdraw from any service obligation.
26. DUPLICATE COUNTERPARTS
This Agreement may be executed in duplicate counterparts, each of which shall be deemed a duplicate original. The Agreement shall be deemed executed when it has been signed by both parties.
27. LICENSE AND PERMITS
City shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, County of Merced and all other appropriate governmental agencies, including any certification and credentials required by County.
Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by County.
28. COVID REQUIREMENTS
The parties at their sole expense, shall follow all State and local laws, rules, regulations, guidelines, and orders related to the COVID-19 pandemic in the performance of its work under this Agreement. This shall include, but not be limited to, creating a COVID-19 worksite-specific prevention plan prior to conducting business/activities. The parties are encouraged to frequently reference www.covid19.ca.gov for information on State requirements for operation of specified businesses/activities Signature page to follow
9 County of Merced
By_--,--,-----,---=------,--:--- Lloyd Pareira Jr.
Chair, Board of Supervisors
Dated
Merced County Sheriff
By _________ _
Vernon H. Warnke
Sheriff-Coroner
City of Livingston
By _ ___,...,-----=---c::-----
Vanessa Portillo
Acting City Manager
Dated
APPROVED AS TO LEGAL FORM
MERCED COUNTY COUNSEL
By ___________ _
Dated
10