Agenda packet, regular meeting — West Covina City Council, June 18, 2024 (part 1 of 3)

CITY OF WEST COVINA

CITY COUNCIL/SUCCESSOR AGENCY
JUNE 18, 2024, 7:00 PM
REGULAR MEETING
CITY HALL COUNCIL CHAMBERS
1444 W. GARVEY AVENUE SOUTH
WEST COVINA, CALIFORNIA 91790
Mayor Brian Calderón Tabatabai
Mayor Pro Tem Tony Wu
Councilwoman Letty Lopez-Viado
Councilman Ollie Cantos
Councilwoman Rosario Diaz
Please turn off all cell phones and other electronic devices prior to entering the Council Chambers

AMERICANS WITH DISABILITIES ACT
The City complies with the Americans with Disabilities Act (ADA). If you will need special assistance at Council meetings, please call (626) 939-8433 (voice) or (626) 960-4422 (TTY) from 8 to 5 Monday through Thursday. Do call at least one day prior to the meeting date to inform us of your particular needs and to determine if accommodation is possible. For sign language interpreter services at Council meetings, please request no less than four working days prior to the meeting.

AGENDA MATERIAL
Agenda material is available for review at the City Clerk's Office, Room 317 in City Hall, 1444 W. Garvey Avenue South, West Covina and at www.westcovina.org. Any writings or documents regarding any item on this agenda, not exempt from public disclosure, provided to a majority of the City Council that is distributed less than 72 hours before the meeting, will be made available for public inspection in the City Clerk’s Office, Room 317 of City Hall located at 1444 W. Garvey Avenue South, West Covina, during normal business hours.

NOTICE
The City Council will regularly convene on the first and third Tuesday of the month. The West Covina Community Development Commission, West Covina Public Financing Authority and the West Covina Community Services Foundation are agencies on which the City Council serves as members. Agendas may contain items for these boards, as necessary.

PUBLIC COMMENTS

ADDRESSING THE CITY COUNCIL
(Per WCMC 2-48, Ordinance No. 2150)
Any person wishing to address the City Council on any matter listed on the agenda or on any other matter within their jurisdiction should complete a speaker card that is provided at the entrance to the Council Chambers and submit the card to the City Clerk.

Please identify on the speaker card whether you are speaking on an agenda item or non-agenda. Requests to speak on agenda items will be heard prior to requests to speak on non-agenda items. All comments are limited to five (5) minutes per speaker.

Oral Communications may be limited to thirty (30) minutes, unless speakers addressing agenda items have not concluded.

Any testimony or comments regarding a matter set for a Public Hearing will be heard during the hearing.

RULES OF DECORUM
Excerpts from the West Covina Municipal Code and Penal Code pertaining to the Rules of Decorum will be found at the end of agenda.

AGENDA
AGENDA

CITY OF WEST COVINA

CITY COUNCIL/SUCCESSOR AGENCY

TUESDAY JUNE 18, 2024, 7:00 PM

REGULAR MEETING

INVOCATION
Led by Pastor Samuel Martinez from Amazing Love Ministries

PLEDGE OF ALLEGIANCE
Led by Mayor Calderón Tabatabai

ROLL CALL

REPORTING OUT FROM CLOSED SESSION

PRESENTATIONS
Proclamation Recognizing Juneteenth
Proclamation Recognizing Pride Month
Certificate Recognizing David Beeken
Certificate Recognizing West Covina Girls Soccer Team

CITY MANAGER'S REPORT
City Manager's report on current City projects.

ORAL COMMUNICATIONS - Five (5) minutes per speaker
Please step forward to the podium and state your name and city of residence for the record when recognized by the Mayor.

CONSENT CALENDAR
All matters listed under CONSENT CALENDAR are considered to be routine and can be acted on by one roll call vote.

There will be no separate discussion of these items unless members of the City Council/Community Development Commission request specific items to be removed from the Consent Calendar for separate discussion or action.

APPROVAL OF MEETING MINUTES
1) CONSIDERATION OF APPROVAL OF THE JUNE 4, 2024, CITY COUNCIL/SUCCESSOR AGENCY REGULAR SESSION MEETING MINUTES AND THE JUNE 4, 2024, CITY COUNCIL/SUCCESSOR AGENCY REGULAR CLOSED SESSION MEETING MINUTES.

That the Council approve the June 4, 2024, City Council/Successor Agency Regular Session Meeting Minutes and the June 4, 2024, City Council/Successor Agency Regular Closed Session Meeting Minutes.

COMMISSION SUMMARY OF ACTIONS
2) CONSIDERATION OF MINUTES FOR COMMUNITY AND SENIOR SERVICES COMMISSION

MEETINGS
It is recommended that the City Council receive and file the minutes of the Community and It is recommended that the City Council receive and file the minutes of the Community and Senior Services Commission for the special meeting held on July 25, 2023, and regular meetings held on September 12, 2023, November 14, 2023, January 9, 2024, and March 14, 2024.

CITY MANAGER'S OFFICE
3) CONSIDERATION OF A RESOLUTION OF INTENTION TO LEVY ASSESSMENTS FOR THE AUTO PLAZA BUSINESS IMPROVEMENT DISTRICT FOR FISCAL YEAR 2024-25 It is recommended that the City Council:

1. Approve the Annual Report for Fiscal Year 2024-2025 for the West Covina Auto Plaza Business Improvement District.

2. Adopt the following resolution:

RESOLUTION NO. 2024-31 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF WEST COVINA, CALIFORNIA, DECLARING ITS INTENTION TO LEVY AN

ASSESSMENT WITHIN THE BUSINESS IMPROVEMENT AREA KNOWN AS THE

WEST COVINA AUTO PLAZA BUSINESS IMPROVEMENT DISTRICT FOR FISCAL YEAR 2024-25 AND SETTING THE TIME AND PLACE FOR A PUBLIC HEARING

THEREON

COMMUNITY DEVELOPMENT
4) CONSIDERATION OF CONSTRUCTION AGREEMENT FOR CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS - PROJECTS NOS. 21014 & 21015
It is recommended that the City Council take the following actions:

1. Award the construction agreement for the Citywide Sidewalk, Curb & Gutter Repairs (Projects Nos. 21014 & 21015) to C J Concrete Construction, Inc. as the lowest responsible bidder.

2. Authorize the City Manager to negotiate and execute an agreement with C J Concrete Construction, Inc. for $250,258.00, in such final form as approved by the City Attorney.

3. Authorize the City Manager to negotiate and execute any amendments up to 15% of the awarded contract amount.

4. Find that the project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15302 (Replacement or Reconstruction); and

5. Adopt the following resolution.

RESOLUTION NO. 2024-34 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2024 AND ENDING JUNE 30, 2025 (FY 2023-24

CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS)

FINANCE DEPARTMENT
5) CONSIDERATION OF THE THIRD QUARTER FINANCIAL REPORT AND BUDGET AMENDMENT FOR FISCAL YEAR 2023-24
It is recommended that the City Council take the following actions:

1. Receive and file the Third Quarter Financial Report for Fiscal Year 2023-24; and

2. Adopt the following resolution:

RESOLUTION NO. 2024-35 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2023 AND ENDING JUNE 30, 2024 (THIRD

QUARTER FINANCIAL REPORT)

PUBLIC SERVICES
6) APPROVAL OF PURCHASE ORDER FOR FORD FLEET CARE FY 2024-25 It is recommended that the City Council:

Authorize the City Manager to issue a purchase order to Ford Fleet Care utilizing the Sourcewell Cooperative Purchasing Agreement for Fiscal Year 2024-25.

1. Authorize the City Manager to execute any purchase order change orders within the FY2024-25 budget for Fund 365, Fleet Management.

2. END OF CONSENT CALENDAR

DEPARTMENTAL REGULAR MATTERS

CITY MANAGER'S OFFICE
7) CONSIDERATION OF MICROTRANSIT PILOT PROJECT
It is recommended that the City Council take the following actions:

Authorize the City Manager to execute the Measure M Grant Agreement with the Los Angeles County Metropolitan Transportation Authority (Metro) for Visionary Project Seed Funding;

1. Authorize the City Manager to negotiate and execute a Transit as-a-Service (TaaS) Service Order with Nomad Transit, LLC, a wholly owned subsidiary of Via Transportation, Inc., and to approve a project budget not to exceed $1,098,484, to carry out a turnkey microtransit pilot program for a 12-month period, in such final form as approved by the City Attorney;

2. Authorize the City Manager to negotiate any amendments to the agreements in such form as approved by the City Attorney;

3. 4. Provide direction regarding the proposed plan for the delivery of transit services; and

5. Approve the following resolution:

RESOLUTION NO. 2024-33 - A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2024 AND ENDING JUNE 30, 2025 (METRO VSF MICROTRANSIT PILOT)

MAYOR/COUNCILMEMBERS REPORTS
AB 1234 Conference and Meeting Report (verbal, if any)
(In accordance with AB 1234, Councilmembers shall make a brief report or file a written report on any meeting/event/conference attended at City expense.)

CITY COUNCIL REQUESTS FOR REPORTS, STUDIES OR INVESTIGATION (Per City of West Covina Standing Rules 4.f - Requests for reports, studies, or investigations that are not readily available must be placed on the City Council/Successor Agency agenda as items of business and must be approved by a majority of the City Council/Successor Agency Board.)

CITY COUNCIL COMMENTS

ADJOURNMENT
Next Tentative City Council Meeting
Regular Meeting July 2, 2024 7:00 PM

RULES OF DECORUM
The following are excerpts from the West Covina Municipal Code:

Sec. 2-48. Manner of addressing council; time limit; persons addressing may be sworn.

Each person addressing the council shall step up to the rostrum, shall give his or her name and city of residence in an audible tone of voice for the record and unless further time is granted by the council, shall limit his or her address to five (5) minutes. a.
b. The city council may establish a limit on the duration of oral communications.

All remarks shall be addressed to the council as a body and not to any member thereof. No person, other than the council and the person having the floor, shall be permitted to enter into any discussion, either directly or through a member of the council, without the permission of the presiding officer. No question shall be asked of a councilmember except through the presiding officer. c.

The presiding officer may require any person to be sworn as a witness before addressing the council on any subject. Any such person who, having taken an oath that he or she will testify truthfully, willfully and contrary to such oath states as true any material matter which he knows to be false may be held to answer criminally and subject to the penalty prescribed for perjury by the provisions of the Penal Code of the state.
d.

Sec. 2-50. Decorum--Required.

While the council is in session, the members shall preserve order and decorum, and a member shall neither, by conversation or otherwise, delay or disrupt the proceedings or the peace of the council nor interrupt any member while speaking or refuse to obey the orders of the council or its presiding officer, except as otherwise herein provided. a.

Members of the public shall not willfully disrupt the meeting or act in a manner that actually impairs the orderly conduct of the meeting.

For the purposes of this code, “willfully disrupt” includes, but is not limited to, continuing to do any of the following after being warned by the Mayor that continuing to do so will be a violation of the law:
a. Addressing the Mayor and City Council without first being recognized. b. Persisting in addressing a subject or subjects, other than that before the Mayor and City Council. c. Repetitiously addressing the same subject.
d. Failing to relinquish the podium when directed to do so.

From the audience, interrupting or attempting to interrupt, a speaker, the Mayor, a council member, or a staff member or shouting or attempting to shout over a speaker, the Mayor, a council member or a staff member. e.

As a speaker, interrupting or attempting to interrupt the Mayor, a council member, or a staff member, or shouting over or attempting to shout over the Mayor, a council member, or a staff member. Nothing in this section or any rules of the council shall be construed to prohibit public criticism of the policies, procedures, programs, or services of the City or of the acts or omissions of the City Council. It shall be unlawful to violate the provisions of this Section. f.
b.

If any subsection, sentence, clause, or phrase or word of this Section 2-50 is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this Section. The City Council hereby declares that it would have passed this section and each subsection, sentence, clause and phrase thereof, irrespective of the fact that any one or more subsections, sentences, clauses, phrases or words had been declared invalid or unconstitutional.

Sec. 2-52. Persons authorized to be within council area.

No person, except city officials, their representatives and members of the news media shall be permitted within the rail in front of the council chamber without the express consent of the council.

The following are excerpts from the Penal Code
148(a) (1) Every Person who willfully resists, delays, or obstructs any public officer, peace officer, or an emergency medical technician, as defined in Division 2.5 (commencing with Section 1797) of the Health and Safety code, in the discharge or attempt to discharge any duty of his or her office or employment, when no other punishment is prescribed, shall be punished by a fine not exceeding one thousand dollars ($1,000), or by imprisonment in a county jail not to exceed one year, or by both that fine and imprisonment. 403 Every person who, without authority of law, willfully disturbs or breaks up any assembly or meeting that is not unlawful in its character, other than an assembly or meeting referred to in Section 303 of the Penal Code or Section 18340 of the Elections Code, is guilty of a misdemeanor.

AGENDA ITEM NO. 1

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: June 18, 2024
TO: Mayor and City Council
FROM: Paulina Morales, City Manager
SUBJECT: CONSIDERATION OF APPROVAL OF THE JUNE 4, 2024, CITY COUNCIL/SUCCESSOR AGENCY REGULAR SESSION MEETING MINUTES AND THE JUNE 4, 2024, CITY COUNCIL/SUCCESSOR AGENCY REGULAR CLOSED SESSION MEETING MINUTES.

RECOMMENDATION:

That the Council approve the June 4, 2024, City Council/Successor Agency Regular Session Meeting Minutes and the June 4, 2024, City Council/Successor Agency Regular Closed Session Meeting Minutes.

BACKGROUND:

That the City Council adopt the attached minutes.

Prepared by: Lisa Sherrick, Assistant City Clerk
Attachments
Attachment No. 1 - 6/4/2024 Closed Session Minutes - Draft Attachment No. 2 - 6/4/2024 Regular Session Minutes Draft Attachment No. 2 - 6/4/2024 Regular Session Minutes Draft CITY COUNCIL GOALS & OBJECTIVES: Enhance City Image and Effectiveness ATTACHMENT NO. 1

CITY OF WEST COVINA

CITY COUNCIL/SUCCESSOR AGENCY
JUNE 4, 2024, 6:00 PM

REGULAR MEETING - CLOSED SESSION
MANAGEMENT RESOURCE CENTER 3RD FLOOR
1444 W. GARVEY AVENUE SOUTH
WEST COVINA, CALIFORNIA 91790
Mayor Brian Calderón Tabatabai
Mayor Pro Tem Tony Wu
Councilwoman Letty Lopez-Viado
Councilman Ollie Cantos
Councilwoman Rosario Diaz

MINUTES

CALL TO ORDER
A Regular Session Meeting was called to order by Mayor Calderón Tabatabai on Tuesday, June 4, 2024, at 6:05 p.m., in the Management Resource Center, 1444 West Garvey Avenue South, West Covina, California.

ROLL CALL
Council Members

Present: Council Members Rosario Diaz, Ollie Cantos, Letty Lopez-Viado, Mayor Pro Tem Wu, Mayor Brian Calderón Tabatabai

Absent: None
ATTACHMENT NO. 1
City Staff: Paulina Morales, Acting City Manager, Thomas Duarte, City Attorney, Stephanie Sikkema, Finance Director and Interim Human Resources and Risk Management Director, Derek Straatsma, Goldman Magdalin Straatsma, LLP.

PUBLIC COMMENTS ON ITEMS ON THE AGENDA

CLOSED SESSION

1. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION - Pursuant to Government Code § 54956.9(d)(1)

1. Paul Krueger vs. City of West Covina (WCAB Van Nuys – ADJ 15144594, ADJ 18457104)

2. Bryan Rodriguez vs. City of West Covina (WCAB Van Nuys – ADJ 11863610)

2. CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code § 54957.6
City Negotiators: Morales, Duarte
Employee Organizations
 Confidential Employees
 Maintenance & Crafts Employees
 Non-Sworn
 W.C. Police Officers’ Association
 W.C. Firefighters’ Management Assoc.
 W.C. Firefighters’ Association, I.A.F.F., Local 3226
 General Employees
 Mid-Management Employees
 W.C. Police Management Association
Unrepresented Employee Group
 Department Heads

REPORTING OUT
City Attorney Thomas Duarte reported that no action was taken during the Closed Session Meeting.
-This Section is intentionally left blank -

ADJOURNMENT
ATTACHMENT NO. 1
A motion to adjourn the Regular Closed Meeting was made by Mayor Calderón Tabatabai, and the meeting was adjourned at 7:00 p.m. The next regularly scheduled Regular Closed City Council Meeting will be held on Tuesday, June 18, 2024, at 6:00 p.m. in the Management Resource Center 3rd Floor, 1444 West Garvey Avenue South, West Covina, California.

Submitted By:
____________________________
Lisa Sherrick
Assistant City Clerk
__________________________
Brian Calderón Tabatabai
Mayor

ATTACHMENT NO. 2

CITY OF WEST COVINA

CITY COUNCIL/SUCCESSOR AGENCY
JUNE 4, 2024, 7:00 PM

REGULAR MEETING

CITY HALL COUNCIL CHAMBERS
1444 W. GARVEY AVENUE SOUTH
WEST COVINA, CALIFORNIA 91790
Mayor Brian Calderón Tabatabai
Mayor Pro Tem Tony Wu
Councilwoman Letty Lopez-Viado
Councilman Ollie Cantos
Councilwoman Rosario Diaz

MINUTES

CITY OF WEST COVINA

CITY COUNCIL/SUCCESSOR AGENCY

CALL TO ORDER
A Regular Session Meeting was called to order by Mayor Brian Calderón Tabatabai on Tuesday, June 4, 2024, at 7:01 p.m., in the Council Chambers, 1444 West Garvey Avenue South, West Covina, California.

INVOCATION
Led by Pastor Bruce MacLean from Christ Community Church ATTACHMENT NO. 2

PLEDGE OF ALLEGIANCE
Led by Mayor Pro Tem Wu

ROLL CALL

Present: Council Members Cantos, Diaz, Lopez-Viado Mayor Pro Tem Wu, Mayor Calderón Tabatabai

Absent: None

REPORTING OUT FROM CLOSED SESSION
City Attorney Thomas Duarte reported that no action was taken during the Closed Session Meeting.

PRESENTATIONS
 Proclamation Recognizing National Gun Violence Awareness Day  Proclamation Recognizing Chiari Malformation

CITY MANAGER'S REPORT
City Manager's report on current City projects.

ORAL COMMUNICATIONS - Five (5) minutes per speaker
John Shewmaker
Jerri Potras
Jim Grivich
R. Robinson
Wen Wen Zhang
Bill Elliot
Ray Vargas
JD

CONSENT CALENDAR
ACTION: Motion by Councilwoman Diaz and Second by Councilwoman LopezViado, 5-0 to: Approve Consent Calendar Items 1, 2, and 4. (Item 3 was pulled for discussion by Councilman Cantos and item 5 was pulled by Mayor Pro Tem Wu).

ACTION: Motion by Mayor Calderón Tabatabai and Second by Mayor Pro Tem Wu, 5-0 to: Approve Consent Calendar Item 3. (Item 3 was pulled for discussion by Councilman Cantos).

ACTION: Motion by Mayor Pro Tem Wu and Second by Mayor Calderón Tabatabai, 5-0 to: Approve Consent Calendar Item 5. (Item 5 was pulled for discussion by Mayor Pro Tem Wu).

ATTACHMENT NO. 2

APPROVAL OF MEETING MINUTES
1) CONSIDERATION OF APPROVAL OF THE MAY 21, 2024, CITY

COUNCIL/SUCCESSOR AGENCY REGULAR SESSION MEETING MINUTES AND THE MAY 21, 2024, CITY COUNCIL/SUCCESSOR AGENCY REGULAR CLOSED SESSION MEETING MINUTES.

Carried 5-0 to: approve the May 21, 2024, City Council/Successor Agency Regular Session Meeting Minutes and the May 21, 2024, City Council/Successor Agency Regular Closed Session Meeting Minutes.

FINANCE DEPARTMENT
2) CONSIDERATION OF ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2024-25

Carried 5-0 to: adopt the following resolution:

RESOLUTION NO. 2024-29 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF WEST COVINA, CALIFORNIA, DETERMINING AND ADOPTING THE ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2024-2025

POLICE DEPARTMENT
3) CONSIDERATION OF AGREEMENT WITH COUNTY OF LOS ANGELES

DEPARTMENT OF ANIMAL CARE AND CONTROL
Carried 5-0 to: authorize the City Manager execute a new City-County Municipal Services Agreement with the County of Los Angeles for the provision of animal care and control services by the Department of Animal Care and Control for a term of July 1, 2024 through June 30, 2029 include canvassing and licensing events.

PUBLIC SERVICES
4) CONSIDERATION OF THIRD AMENDMENT TO CONTRACT SERVICES AGREEMENT WITH ALLISON MECHANICAL, INC.

Carried 5-0 to: authorize the City Manager to execute the Third Amendment to the Contract Services Agreement with Allison Mechanical, Inc. providing for a month-tomonth extension of the agreement. 5) CONSIDERATION OF AWARD OF CONTRACT TO MERCHANTS LANDSCAPE SERVICES, INC. FOR REQUEST FOR PROPOSAL NO. 202402 - LANDSCAPE AND

MAINTENANCE SERVICES FOR CIVIC CENTER AND CITY PARKS
ATTACHMENT NO. 2
Carried 5-0 to: recommended that the City Council take the following actions:

1. Award the contract for Request for Proposal (RFP) No. 202402 for landscape and maintenance services for the Civic Center and City parks to Merchants Landscape Services, Inc.

2. Authorize the City Manager to negotiate and execute an agreement, in such final form as approved by the City Attorney, with Merchants Landscape Services, Inc. for landscape and maintenance services for the Civic Center and City parks, for an initial term of three (3) years, with the option to extend for two (2) additional one (1) year periods, in an amount not to exceed $5,499,356 ($879,897 annually plus 25% for additional work as approved by the City Manager).

3. Authorize the City Manager to approve change orders and amendments to the agreement, provided that Merchant Landscape Services, Inc.'s total compensation does not exceed $5,499,536.

END OF CONSENT CALENDAR

DEPARTMENTAL REGULAR MATTERS

CITY MANAGER'S OFFICE
6) CONSIDERATION OF 2024 CITY COUNCIL GOALS
ACTION: Motion by Mayor Pro Tem Wu and Second by Councilwoman LopezViado, 5-0 to: approve the 2024 City Council Goals:
 Protect Public Safety.
 Address Homeless Issues.
 Enhance City Image and Effectiveness.
 Maintain Good Intergovernmental Relations.
 Achieve Fiscal Sustainability and Financial Stability;  A Well-Planned Community
 Expand Economic Development Opportunities,
 An Accessible Community, and
 A Creative and Active Community

FINANCE DEPARTMENT
7) CONSIDERATION OF FISCAL YEAR 2024-25 OPERATING AND CAPITAL

IMPROVEMENT PROGRAM BUDGET
ATTACHMENT NO. 2
ACTION: Motion by Councilwoman Diaz and Second by Councilwoman LopezViado, 4-1 (No: Calderón Tabatabai) to: approve the Fiscal Year 2024-25 Operating and Capital Improvement Program Budget by adopting the following resolution:

RESOLUTION NO. 2024-30 – A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF WEST COVINA, CALIFORNIA, ADOPTING THE OPERATING AND

CAPITAL IMPROVEMENT PROGRAM BUDGET FOR THE CITY OF WEST COVINA,

WEST COVINA PUBLIC FINANCING AUTHORITY, WEST COVINA HOUSING

AUTHORITY, AND THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY FOR FISCAL YEAR 2024-25

MAYOR/COUNCILMEMBERS REPORTS
None

CITY COUNCIL REQUESTS FOR REPORTS, STUDIES OR INVESTIGATION None

CITY COUNCIL COMMENTS
 Councilwoman Lopez-Viado – Thanked Stephanie for her work on the Budget and mention that she enjoyed the symphony at the Memorial Day event.  Mayor Pro Tem Wu – Fun time at the Senior Softball event. The Health and Wellness program at the sportsplex had visits people from the County attended and has an opportunity to talk with staff regarding the City Health Department.  Mayor – Thanked staff for all the events they are putting on. Shoutout to the Senior Softball event and the Health and Wellness event. Reminded everyone that tomorrow is the opening of the library 1:30 tomorrow, also this Friday’s event, the Rainbow Fest, and an event today Palmview open house – Shoutout to staff member Miquel, Palmview is it’s a special space. This Saturday is the Wear Orange event.
-This Space is Intentionally Left Blank-
ATTACHMENT NO. 2

ADJOURNMENT
A motion to adjourn the Regular Meeting was made by Councilman, and the meeting was adjourned at 9:01 p.m. The next regularly scheduled Regular City Council Meeting will be held on Tuesday, June 18, 2024, at 7:00 p.m. in the Council Chambers, 1444 West Garvey Avenue South, West Covina, California.

Submitted by:
____________________
Lisa Sherrick
Assistant City Clerk
__________________________
Brian Calderón Tabatabai
Mayor

ATTACHMENT NO. 2

CITY OF WEST COVINA

CITY COUNCIL/SUCCESSOR AGENCY
JUNE 4, 2024, 7:00 PM

REGULAR MEETING

MINUTES

CITY OF WEST COVINA

CITY COUNCIL/SUCCESSOR AGENCY

INVOCATION
Led by Pastor Bruce MacLean from Christ Community Church ATTACHMENT NO. 2

PLEDGE OF ALLEGIANCE
Led by Mayor Pro Tem Wu

ROLL CALL

Present: Council Members Cantos, Diaz, Lopez-Viado Mayor Pro Tem Wu, Mayor Calderón Tabatabai

Absent: None

REPORTING OUT FROM CLOSED SESSION
City Attorney Thomas Duarte reported that no action was taken during the Closed Session Meeting.

PRESENTATIONS
 Proclamation Recognizing National Gun Violence Awareness Day  Proclamation Recognizing Chiari Malformation

CITY MANAGER'S REPORT
City Manager's report on current City projects.

ORAL COMMUNICATIONS - Five (5) minutes per speaker
John Shewmaker
Jerri Potras
Jim Grivich
R. Robinson
Wen Wen Zhang
Bill Elliot
Ray Vargas
JD

ACTION: Motion by Mayor Calderón Tabatabai and Second by Mayor Pro Tem Wu, 5-0 to: Approve Consent Calendar Item 3. (Item 3 was pulled for discussion by Councilman Cantos).

ACTION: Motion by Mayor Pro Tem Wu and Second by Mayor Calderón Tabatabai, 5-0 to: Approve Consent Calendar Item 5. (Item 5 was pulled for discussion by Mayor Pro Tem Wu).

ATTACHMENT NO. 2

APPROVAL OF MEETING MINUTES
1) CONSIDERATION OF APPROVAL OF THE MAY 21, 2024, CITY

COUNCIL/SUCCESSOR AGENCY REGULAR SESSION MEETING MINUTES AND THE MAY 21, 2024, CITY COUNCIL/SUCCESSOR AGENCY REGULAR CLOSED SESSION MEETING MINUTES.

Carried 5-0 to: approve the May 21, 2024, City Council/Successor Agency Regular Session Meeting Minutes and the May 21, 2024, City Council/Successor Agency Regular Closed Session Meeting Minutes.

FINANCE DEPARTMENT
2) CONSIDERATION OF ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2024-25

Carried 5-0 to: adopt the following resolution:

RESOLUTION NO. 2024-29 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF WEST COVINA, CALIFORNIA, DETERMINING AND ADOPTING THE ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2024-2025

POLICE DEPARTMENT
3) CONSIDERATION OF AGREEMENT WITH COUNTY OF LOS ANGELES

PUBLIC SERVICES
4) CONSIDERATION OF THIRD AMENDMENT TO CONTRACT SERVICES AGREEMENT WITH ALLISON MECHANICAL, INC.

MAINTENANCE SERVICES FOR CIVIC CENTER AND CITY PARKS
ATTACHMENT NO. 2
Carried 5-0 to: recommended that the City Council take the following actions:

1. Award the contract for Request for Proposal (RFP) No. 202402 for landscape and maintenance services for the Civic Center and City parks to Merchants Landscape Services, Inc.

3. Authorize the City Manager to approve change orders and amendments to the agreement, provided that Merchant Landscape Services, Inc.'s total compensation does not exceed $5,499,536.

END OF CONSENT CALENDAR

DEPARTMENTAL REGULAR MATTERS

FINANCE DEPARTMENT
7) CONSIDERATION OF FISCAL YEAR 2024-25 OPERATING AND CAPITAL

RESOLUTION NO. 2024-30 – A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF WEST COVINA, CALIFORNIA, ADOPTING THE OPERATING AND

CAPITAL IMPROVEMENT PROGRAM BUDGET FOR THE CITY OF WEST COVINA,

WEST COVINA PUBLIC FINANCING AUTHORITY, WEST COVINA HOUSING

AUTHORITY, AND THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY FOR FISCAL YEAR 2024-25

MAYOR/COUNCILMEMBERS REPORTS
None

CITY COUNCIL REQUESTS FOR REPORTS, STUDIES OR INVESTIGATION None

Submitted by:
____________________
Lisa Sherrick
Assistant City Clerk
__________________________
Brian Calderón Tabatabai
Mayor

AGENDA ITEM NO. 2

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: June 18, 2024
TO: Mayor and City Council
FROM:

SUBJECT: CONSIDERATION OF MINUTES FOR COMMUNITY AND SENIOR SERVICES

COMMISSION MEETINGS
RECOMMENDATION:

It is recommended that the City Council receive and file the minutes of the Community and Senior Services Commission for the special meeting held on July 25, 2023, and regular meetings held on September 12, 2023, November 14, 2023, January 9, 2024, and March 14, 2024.

BACKGROUND:

The City of West Covina's Community and Senior Services Commission meets on the odd number months (January, March, May, July, September, November) on the 2nd Tuesday at 6:00 p.m. in City Hall Room 314, Management Resource Center (MRC) at 1444 W Garvey Ave., West Covina, CA 91790, unless otherwise noted.

Fiscal Impact
FISCAL IMPACT:

This is strictly an administrative item to receive and file; therefore, there is no associated fiscal impact.

Attachments
Attachment No. 1 - Community & Senior Services Commission Special Meeting Minutes for July 25, 2023
Attachment No. 2 - Community & Senior Services Commission Regular Meeting Minutes for September 12, 2023
Attachment No. 3 - Community & Senior Services Commission Regular Meeting Minutes for November 14, 2023
Attachment No. 4 - Community & Senior Services Commission Regular Meeting Minutes for January 9, 2024
Attachment No. 5 - Community & Senior Services Commission Regular Meeting Minutes for March 12, 2024

CITY OF WEST COVINA

COMMUNITY AND SENIOR SERVICE COMMISSION
TUESDAY, JULY 25, 2023, 6:00 PM

SPECIAL MEETINIG
WEST COVINA CITY HALL MANAGEMENT RESOURCE CENTER (MRC) ROOM 314 1444 W GARVEY AVE., WEST COVINA, CALIFORNIA 91790

MINUTES
Chair Carole Mullner
Vice-Chair Gayle Mason
Commissioner Hector Diaz
Commissioner Sherry Fischer
Commissioner Jennifer Gutierrez
Commissioner Cecilia Munoz
Commissioner Robert H. Torres
Commissioner Betty Valles
Commissioner Alfred Williams
Commissioner Vacant

AMERICANS WITH DISABILITIES ACT
The Commission complies with the Americans with Disabilities Act (ADA). If you need special assistance at Commission Meetings, please call (626) 939-8433 (voice) or (626) 960-4422 (TTY) from 8:00 a.m. to 5:00 p.m. Monday through Thursday, at least 48 hours prior to the meeting to make arrangements.

AGENDAMATERIAL
Agenda material is available for review at the West Covina City Clerk’s Office, Room 317 in City Hall, 1444 W. Garvey Avenue and at www.westcovina.org. Any writings or documents regarding any item on this agenda not exempt from public disclosure, provided to a majority of the Commission that is distributed less than 72 hours before the meeting, will be made available for public inspection in the City Clerk’s Office, Room 317 of City Hall during normal business hours.

PUBLIC COMMENTS

ADDRESSING THE COMMUNITY AND SENIOR SERVICES COMMISSION Any person wishing to address the Commission on any matter listed on the agenda or on any other matter within their jurisdiction should complete a speaker card that is provided at the entrance to the Council Chambers and submit the card to the Commission Secretary
Please identify on the speaker card whether you are speaking on an agenda item or non-agenda. Requests to speak on agenda items will be heard prior to requests to speak on non-agenda items. All comments are limited to three (3) minutes per speaker.

Staff called no quorum at 6:15 p.m.

Commissioners Present: Vice Chair Gayle Mason, Commissioners Munoz, Torres, Valles, and Williams. 2023 Community and Senior Services Commission Meetings
Tuesday, September 12, 2023, at 6 p.m.

Tuesday, November 14, 2023, at 6 p.m.

Completed by: ________________________________ Date: July 26, 2024 Deborah Johnston, Administrative Assistant II
Attachment No. 1

CITY OF WEST COVINA

COMMUNITY AND SENIOR SERVICE COMMISSION
TUESDAY, SEPTEMBER 12, 2023, 6:00 PM

REGULAR MEETINIG
WEST COVINA CITY HALL MANAGEMENT RESOURCE CENTER (MRC) ROOM 314 1444 W GARVEY AVE., WEST COVINA, CALIFORNIA 91790

PUBLIC COMMENTS

Staff called no quorum at 6:15 p.m.

Commissioners Present: Vice Chair Gayle Mason, Commissioners Fischer. Munoz, Torres, and Williams.

City Staff Present: Roxanne E. Lerma, Assistant City Manager, Mike Cresap, Public Services Superintendent, Deborah Johnston, Public Services Administrative Assistant II Attachment No. 2
2023 Community and Senior Services Commission Meetings
Tuesday, November 14, 2023, at 6 p.m.

Note: Presentations were observed by those present, no action was taken by the Commission due to no quorum:

1. TOBACCO CONTROL & PREVENTION PROGRAM "WHAT SMOKERS LEAVE BEHIND" PRESENTATION - Presented by Alix Politanoff, Project Coordinator & Palema Pruitt,

2. KIWANIS CITY SPONSORED UPCOMING EVENTS PRESENTATION - Presented by Brad Manning with the Kiwanis.

Completed by: ________________________________ Date: September 13, 2023 Deborah Johnston, Administrative Assistant II

CITY OF WEST COVINA

COMMUNITY AND SENIOR SERVICES COMMISSION
TUESDAY, NOVEMBER 14, 2023, 6:00 PM

REGULAR MEETING
WEST COVINA CITY HALL MANAGEMENT RESOURCE CENTER (MRC) ROOM 314 1444 W GARVEY AVE. WEST COVINA, CALIFORNIA 91790

MINUTES
Vice-Chair Gayle Mason
Commissioner Hector Diaz
Commissioner Sherry Fischer
Commissioner Jennifer Gutierrez
Commissioner Cecilia Munoz
Commissioner Chatur Patel
Commissioner Robert H. Torres
Commissioner Betty Valles
Commissioner Alfred Williams
Commissioner Vacant

AMERICANS WITH DISABILITIES ACT
The Commission complies with the Americans with Disabilities Act (ADA). If you will need special assistance at Commission Meetings, please call (626) 939-8433 (voice) or (626) 960-4422 (TTY) from 8:00 a.m. to 5:00 p.m. Monday through Thursday, at least 48 hours prior to the meeting to make arrangements.

AGENDA MATERIAL
Agenda materials are available for review at the West Covina City Clerk’s Office, Room 317 in City Hall, 1444 W. Garvey Avenue and at www.westcovina.org. Any writings or documents regarding any item on this agenda not exempt from public disclosure, provided to a majority of the Commission that is distributed less than 72 hours before the meeting, will be made available for public inspection in the City Clerk’s Office, Room 317 of City Hall during normal business hours.

CALL TO ORDER AT 6:05 P.M. By Acting Chair Gayle Mason
PLEDGE OF ALLEGIANCE / MOMENT OF SILENT PRAYER by: Commissioner Fischer

PUBLIC COMMENTS

Attachment No. 3

ROLL CALL
Commissioners Present: Vice Chair Gayle Mason, Commissioners Hector Diaz, Sherry Fischer, Jennifer Gutierrez, Cecelia Munoz, Chatur Patel, Robert Torres, and Alfred Williams.

Commissioner Absent: Commissioner Betty Valles.

City Staff Present: Roxanne E. Lerma, Assistant City Manager, Mike Cresap, Public Services Superintendent, Deborah Johnston, Public Services Administrative Assistant II.

ORAL COMMUNICATIONS - Three (3) minutes per speaker
Please state your name and city of residence for the record when recognized by the Commission Chair.

None.

CONSENT CALENDAR

APPROVAL OF MEETING MINUTES
MAY 9, 2023, COMMUNITY AND SENIOR SERVICES COMMISSION MEETING MINUTES.

It is recommended that the Commission approve the Community and Senior Services Commission Meetings for May 9, 2023, Minutes.

Motion By: Fischer, 2nd by: Torres, motion carried by a vote of 6 to 0 with 3 absent.

AYES: Vice Chair Mason, Commissioners Fischer, Gutierrez, Patel, Torres, & Williams.

NOES: None.

ABSENT: Commissioner Diaz, Munoz, Valles.

ABSTAIN: None.

JULY 25, 2023, COMMUNITY AND SENIOR SERVICES COMMISSION SPECIAL MEETING MINUTES.

It is recommended that the Commission approve the Community and Senior Services Commission Special Meeting for July 25, 2023, Minutes.

Motion By: Fischer, 2nd by: Williams, motion carried by a vote of 6 to 0 with 3 absent.

AYES: Vice Chair Mason, Commissioners Fischer, Gutierrez, Patel, Torres, & Williams.

NOES: None.

ABSENT: Commissioner Diaz, Munoz, Valles.

ABSTAIN: None.

SEPTEMBER 12, 2023, COMMUNITY AND SENIOR SERVICES COMMISSION MEETING MINUTES.

It is recommended that the Commission approve the Community and Senior Services Commission Meetings for September 12, 2023, Minutes.

Motion By: Fischer, 2nd by: Williams, motion carried by a vote of 6 to 0 with 3 absent.

AYES: Vice Chair Mason, Commissioners Fischer, Gutierrez, Patel, Torres, & Williams.

NOES: None.

ABSENT: Commissioner Diaz, Munoz, Valles.

ABSTAIN: None.

NEW BUSINESS
2024 CONCERT SHARE
It is recommended that the Commission choose two (2) Commissioners to attend the 2024 Concert Share.

Motion By: Fischer, 2nd by: Torres, motion carried by a vote of 8 to 0 with 1 absent, to send Commissioners Sherry Fischer and Cecelia Munoz to Concert Share with City Staff.

AYES: Vice Chair Mason, Commissioners Diaz, Fischer, Gutierrez, Munoz, Patel, Torres, & Williams.

NOES: None.

ABSENT: Commissioner Valles.

ABSTAIN: None.

CONTINUED BUSINESS

AD HOC COMMITTEE REPORTS
None.

COMMISSIONERS REPORTS
Vice Chair Gayle Mason: Attended Veterans day event. Staff did a wonderful job.

Commissioner Hector Diaz: Nothing to report.

Commissioner Sherry Fischer: Attended district 1 & 4 Councilmen meetings. Both were well attended. Also attended the Veterans day event in which staff did a wonderful job.

Commissioner Jennifer Gutierrez: Nothing to report.

Commissioner Cecilia Munoz: Nothing to report.

Commissioner Robert H. Torres: Attended the Veterans Day event.

Commissioner Chatur Patel: First Commission meeting and is excited to serve the community in this position.

Commissioner Betty Valles: Absent.

Commissioner Alfred Williams: Announced that this is his last Commission meeting as he has resigned and wanted to thank the residents for their support of him as a Commissioner as well as staff in helping his tenure run smoothly.

UPCOMING EVENTS
Saturday, November 18, 2023, 9 a.m. - 1 p.m. America Recycles Day - 195 S Glendora Ave, West Covina, CA 91790 at the West Covina Farmers Market.

Saturday, November 25, 2023, - Small Business Saturday.

Friday, December 1, 2023, 6 p.m. - 9 p.m. - Let It Snow In West Co. - West Covina Civic Center at 1444 W Garvey Ave. Come join us for Holiday magic as we celebrate the season with tree lighting, games, music, vendors and fun!
Saturday, December 9, 2023, 9 a.m. - 1 p.m. - Free Electronic Waste Collection Round up - West Covina Maintenance Yard at 825 S Sunset Ave, West Covina, CA 91790.

Saturday, December 9, 2023, 9 a.m. - 1 p.m. - Children's Christmas Parade & Santa's Village - Historic Downtown West Covina located on S Glendora Ave, West Covina, CA 91790.

Join us for food, music, entertainment, vendors, games, jumpers, petting zoo, photos with Santa and Holiday Fun!
Last Saturday of Every Month, beginning at 8 a.m. - God's Pantry & One & All Church Food Bank Distribution - Registration required. Cameron Park at 1305 E Cameron Ave.

Please register at www.Gods-Pantry.com
City Meetings:

City Council Meetings are every 1st & 3rd Tuesday of every month at 7 p.m. City Hall Council Chambers.

City Traffic Committee Meetings are every 2nd Tuesday of every month from 3 p.m. - 4 p.m. - City Hall Management Resource Center (room 314).

City Planning Commission Meetings are every 2nd & 4th Tuesday of every month at 7 p.m. at City Hall Council Chambers.

ADJOURNMENT: at 8:25 p.m. by Vice Chair Mason.

Motion By: Mason with all in favor.

AYES: Vice Chair Mason, Commissioners Diaz, Fischer, Gutierrez, Munoz, Patel, Torres, & Williams.

NOES: None.

ABSENT: Commissioner Valles.

ABSTAIN: None.
2024 Community and Senior Services Commission Meetings
Tuesday, January 9, 2024, at 6 p.m.

Tuesday, March 12, 2024, at 6 p.m.

Tuesday, May 14, 2024, at 6 p.m.

Tuesday, July 9, 2024, at 6 p.m.

Tuesday, September 10, 2024, at 6 p.m.

Tuesday, November 12, 2024, at 6 p.m.

Completed by: ________________________________ Date: December 28, 2023 Deborah Johnston, Administrative Assistant II

CITY OF WEST COVINA

COMMUNITY AND SENIOR SERVICES COMMISSION
TUESDAY, JANUARY 9, 2024, 6:00 PM

REGULAR MEETING
WEST COVINA CITY HALL MANAGEMENT RESOURCE CENTER (MRC) ROOM 314 1444 W GARVEY AVE.

WEST COVINA, CALIFORNIA 91790

MINUTES
Vice-Chair Gayle Mason
Commissioner Hector Diaz
Commissioner Sherry Fischer
Commissioner Michael Flowers
Commissioner Jennifer Gutierrez
Commissioner Cecilia Munoz
Commissioner Chatur Patel
Commissioner Robert H. Torres
Commissioner Betty Valles
Commissioner Vacant

AGENDA MATERIAL
Agenda material is available for review at the West Covina City Clerk’s Office, Room 317 in City Hall, 1444 W. Garvey Avenue and at www.westcovina.org. Any writings or documents regarding any item on this agenda not exempt from public disclosure, provided to a majority of the Commission that is distributed less than 72 hours before the meeting, will be made available for public inspection in the City Clerk’s Office, Room 317 of City Hall during normal business hours.

CALL TO ORDER at 6:20 p.m. By: Commissioner Fischer

PLEDGE OF ALLEGIANCE / MOMENT OF SILENT PRAYER

ROLL CALL
Commissioners Present: Commissioners Diaz, Fischer, Flowers, Gutierrez, Munoz and Torres.

Commissioners Absent: Commissioners Patel, Vales and Vice Chair Mason.

Staff Present: Roxanne E Lerma, Assistant City Manager, Mike Cresap, Public Works Superintendent, Vanessa Ibanez, Community Services Supervisor and Deborah Johnston, Administrative Assistant II.

PUBLIC COMMENTS

Attachment No. 4
ORAL COMMUNICATIONS - Three (3) minutes per speaker
Please state your name and city of residence for the record when recognized by the Commission Chair.

None.

CONSENT CALENDAR

APPROVAL OF MEETING MINUTES
1) NOVEMBR 14, 2023, COMMUNITY AND SENIOR SERVICES COMMISSION MEETING MINUTES.

It is recommended that the Commission approve the Community and Senior Services Commission Meetings for November 14, 2023, Minutes.

Motion By: Commissioner Flowers, 2nd by: Commissioner Torres, motion carried by a vote of 6 to 0 with 3 absent.

AYES: Commissioners Diaz, Fischer, Flowers, Gutierrez, Munoz and Torres NOES: None.

ABSENT: Commissioner Patel, Vales & Vice Chair Mason.

ABSTAIN: None.

NEW BUSINESS
2) SELECTION OF THE VICE-CHAIR OF THE COMMUNITY & SENIOR SERVICES COMMISSION.

Selection of Vice-Chair of the Community and Senior Services Commission Motion by Commissioner Torres, second by Commissioner Fischer To nominate Commissioner Fischer to the seat of Vice Chair, motion carried by a vote of 6 to 0 with 3 absent.

AYES: Commissioners Diaz, Fischer, Flowers, Gutierrez, Munoz and Torres NOES: None.

ABSENT: Commissioner Patel, Vales & Vice Chair Mason.

ABSTAIN: None.
3) SELECTION OF CHAIR FOR THE COMMUNITY & SENIOR SERVICES COMMISSION.

Selection of Chair of the Community and Senior Services Commission.

Motion by Commissioner Torres, second by Commissioner Flowers To nominate Commissioner Munoz to the seat of Chair, motion carried by a vote of 6 to 0 with 3 absent.

AYES: Commissioners Diaz, Fischer, Flowers, Gutierrez, Munoz and Torres NOES: None.

ABSENT: Commissioner Patel, Vales & Vice Chair Mason.

ABSTAIN: None.
4) SELECTION OF AD HOC COMMITTEE MEMBERS.
a. Community Development Block Grant Committee (4 Commissioners) Commissioner Torres, Commissioner Gutierrez, Commissioner Flowers, Commissioner Munoz.
b. Capital Improvement Project (4 Commissioners)
Commissioner Torres, Commissioner Fisher, Commissioner Diaz, Commissioner Flowers.

All of the above was approved unanimously by all Commissioners in attendance.

Motion by Commissioner Flowers, seconded by Commissioner Torres to table the Homeless sub committee and option to create a sub committee not currently in place for the Commission Meeting on March 12, 2024. Motion passes by a vote of 6 to 0 with 3 absent.

AYES: Commissioners Diaz, Fischer, Flowers, Gutierrez, Munoz and Torres NOES: None.

ABSENT: Commissioner Patel, Vales & Vice Chair Mason.

ABSTAIN: None.

CONTINUED BUSINESS

AD HOC COMMITTEE REPORTS
Commissioner Torres asked question on next steps for AD HOC.

COMMISSIONERS REPORTS
Chair Cecilia Munoz: Attended city events as follows: Toy giveaway at the Fire Station (no. 2) were 300 families in the community received toys for Christmas. Users of Cortez Park are happy with the lights in working order.

Vice Chair Sherry Fischer: Attended city events as follows: Let it Snow, Toy giveaway at the Fire Station (no. 2) were 300 families in the community received toys for Christmas.

Commissioner Michael Flowers: Introduced himself and listed the boards or groups he is a member of as follows: West Covina Unified School District Board Member, The Historical Society of West Covina Board Member, Member of the Hurst Ranch. Updated Commission on the upcoming State of the District event hosted by the Superintendent on WCUSD which is on March 1, 2024.

Commissioner Robert H. Torres: Was appointed to a committee of the WCUSD.

ITEMS TO BE AGENDIZED
October 2023 presentation on the sports council.

H.O.P.E. Team Presentation & Homeless Count update information.

Cortez bench dedication
AD HOC Sub Committee for Homeless appointments and/or creation of other sub committees.

Commissioner Torres requested an update on the Dog Park and if it can be included in the CIP.

Roxanne referred him to refer it to the CIP committee as an item to discuss.

UPCOMING EVENTS
25th Annual Martin Luther King Jr. Day Celebration - Monday, January 15, 2024, 11 a.m. - 4 p.m. - City Hall Courtyard 1444 W Garvey Ave., West Covina, CA Saturday, February 10, 2024, from 9 a.m. - 1 p.m. - Free E-Waste Collection Event - City maintenance yard at 825 S Sunset Ave, West Covina, CA 91790.

Saturday, February 10, 2024, from 9 a.m. - 1 p.m. - Free Paper Shredding Event - Cortez Park Community & Senior Center 2501 E Cortez St. West Covina, CA 97191.

Every Saturday Morning: West Covina Farmers Market - 9a.m. - 1 p.m. - 136 S Glendora Ave.

Last Saturday of Every Month, beginning at 8 a.m. - God's Pantry & One & All Church Food Bank Distribution - Registration required. Cameron Park at 1305 E Cameron Ave. Please register at www.Gods-Pantry.com
City Meetings:

City Council Meetings are every 1st & 3rd Tuesday of every month at 7 p.m. City Hall Council Chambers.

City Traffic Committee Meetings are every 2nd Tuesday of every month from 3 p.m. - 4 p.m.- City Hall Management Resource Center (room 314).

City Planning Commission Meetings are every 2nd & 4th Tuesday of every month at 7 p.m. at City Hall Council Chambers.

ADJOURNMENT at 8:00 p.m. by Chair Munoz with all in favor. 2024 Community and Senior Services Commission Meetings
Tuesday, March 12, 2024, at 6 p.m.

Tuesday, May 14, 2024, at 6 p.m.

Tuesday, July 9, 2024, at 6 p.m.

Tuesday, September 10, 2024, at 6 p.m.

Tuesday, November 12, 2024, at 6 p.m.

Signature _______________________ Date: __2/29/2024

PUBLIC COMMENTS

Please identify on the speaker card whether you are speaking on an agenda item or a non-agenda. Requests to speak on agenda items will be heard prior to requests to speak on non-agenda items. All comments are limited to three (3) minutes per speaker.

CITY OF WEST COVINA

COMMUNITY AND SENIOR SERVICES COMMISSION
TUESDAY, MARCH 12, 2024, 6:00 PM

REGULAR MEETING
WEST COVINA CITY HALL MANAGEMENT RESOURCE CENTER (MRC) ROOM 314 1444 W GARVEY AVE. WEST COVINA, CALIFORNIA 91790

MINUTES
Chair Cecilia Munoz
Vice Chair Sherry Fischer
Commissioner Gia Cablayan
Commissioner Hector Diaz
Commissioner Michael Flowers
Commissioner Jennifer Gutierrez
Commissioner Gayle Mason
Commissioner Robert H. Torres
Commissioner Chatur Patel
Commissioner Betty Valles

Monday through Thursday, at least 48 hours prior to the meeting to make arrangements.

AGENDA MATERIAL
Agenda materials available for review at the West Covina City Clerk’s Office, Room 317 in City Hall, 1444 W.

Garvey Avenue and at www.westcovina.org. Any writings or documents regarding any item on this agenda not exempt from public disclosure, provided to a majority of the Commission that is distributed less than 72 hours before the meeting, will be made available for public inspection in the City Clerk’s Office, Room 317 of City Hall during normal business hours.

Attachment No. 5
CALL TO ORDER at 6:03 p.m. By: Chair Cecilia Munoz
PLEDGE OF ALLEGIANCE / MOMENT OF SILENT PRAYER By Chair Cecilia Munoz

ROLL CALL
Commissioners Present: Commissioners Cablayan, Diaz, Fischer, Gutierrez, Mason, Munoz, Torres and Valles.

Commissioners Absent: Commissioners Flowers, Gutierrez and Patel.

Staff Present: Roxanne E Lerma, Assistant City Manager, Gerardo Lopez, Public Works Deputy Director, Vanessa Ibanez, Community Services Supervisor and Deborah Johnston, Administrative Assistant II.

ORAL COMMUNICATIONS - Three (3) minutes per speaker
Please state your name and city of residence for the record when recognized by the Commission Chair.

None.

CONSENT CALENDAR

APPROVAL OF MEETING MINUTES
1) JANUARY 9, 2024, COMMUNITY AND SENIOR SERVICES COMMISSION MEETING MINUTES.

It is recommended that the Commission approve the Community and Senior Services Commission Meetings for January 9, 2024, Minutes.

Motion By: Commissioner Torres, 2nd by: Commissioner Mason, motion carried by a vote of 7 to 0 with 3 absent.

AYES: Commissioners Cablayan, Diaz, Fischer, Torres, Valles, Chair Munoz & Vice Chair Mason
NOES: None.

ABSENT: Commissioners Flowers, Gutierrez & Patel.

ABSTAIN: None

NEW BUSINESS
2) H.O.P.E. TEAM PRESENTATION.

It is recommended that the Commission receive and file this report.

No action taken.
3) CONCERT SHARE RECAP & SUMMER CONCERT BAND SELECTION FOR WEDNESDAY JULY 10, 2024, CONCERT SERIES.

It is recommended that the Commission make a selection of a band for the summer concert series on Wednesday, July 10, 2024, and direct staff on how to proceed.

Motion By: Vice Chair Fischer, 2nd by: Commissioner Mason, motion carried by a vote of 7 to 0 with 3 absent, to direct staff to book Bumptown for the summer concert on July 10, 2024. If they are not available, reach out to next band chosen in order until concert has been booked.

AYES: Commissioners Cablayan, Diaz, Fischer, Torres, Valles, Chair Munoz & Vice Chair Mason
NOES: None.

ABSENT: Commissioners Flowers, Gutierrez & Patel.

ABSTAIN: None
4) PRESENTATION ON SPORTS COUNCIL.

It is recommended that the Commission receive and file this report.

Staff recommended that this item be tabled to the next commission meeting.

Motion By: Valles, 2nd by: Torres, motion carried by a vote of 7 to 0 with 3 absent.

AYES: Commissioners Cablayan, Diaz, Fischer, Torres, Valles, Chair Munoz & Vice Chair Mason
NOES: None.

ABSENT: Commissioners Flowers, Gutierrez & Patel.

ABSTAIN: None

CONTINUED BUSINESS
5) SELECTION OF AD HOC COMMITTEE MEMBERS.

It is recommended that the Commission appoint Commissioners to the below listed sub committees and/or create subcommittees:

Staff recommendations to table this item to next meeting. 6) DOG PARK UPDATE.

It is recommended that the Commission receive and file this report.

Update given. No action taken.
7) WOODGROVE PARK AND LANDSCAPE DISTRICT MAINTENANCE PROJECT UPDATES.

It is recommended that the Commission receive and file this report.

Update given. No action taken.

AD HOC COMMITTEE REPORTS
None.

COMMISSIONERS REPORTS:

Chair Cecelia Munoz: Shared her updates and attended, Spring Festival, WCUSD School Tour, WC Pony opening day, Covina groundbreaking event at the new aquatic center at Covina High School, Ribbon cutting event at beach volleyball event at Mt. SAC, San Gabriel Valley COG broadband meeting and provided a zoom meeting information for their program.

Vice Chair Sherry Fischer: Attended Senior Center Open house, Spring Festival and WCUSD School tour.

Let residents know that there will be an Easter Eggstravaganza on March 23, 2024, at Del Norte & Cortez Park.

Commissioner Gia Cablayan: Attended the Historical Society of West Covina monthly meet and greet, attended a cremation presentation and provided the information for staff and commissioners.

Commissioner Hector Diaz: nothing to report.

Commissioner Michael Flowers: Absent
Commissioner Jennifer Gutierrez: Absent
Commissioner Chatur Patel: Absent
Commissioner Robert H. Torres Attended the WC Pony opening day, American Little League open day, School Districts Tour, and Spring Festival.

Commissioner Betty Valles: Attended the WCUSD school tour and senior center open house.

ITEMS TO BE AGENDIZED
• Overview of the Landscape Maintenance Districts (LMD’s) Contract, GIS mapping and more. • Sports Council.
• Commission appointment to ADHOC committee.
• Discover Senior Highlight.

Future meeting agenda item requests:
• Park Master plan – Staff will update commission regarding the RFP for this when it goes to council.
• Dedication of park bench at cortez park by Mrs. Joan Hanen. • Youth council.
• Mural at skate park.

UPCOMING EVENTS
Saturday, March 23, 2024, 9 a.m. - 12 p.m. - West Covina Kiwanis in partnership with the City of West Covina Easter Eggstravaganza Event - Cortez Park & Del Norte Park.

Saturday, April 20, 2024, 9 a.m. - 1 p.m. - FREE Electronic Waste Collection Round Up - Maintenance yard at 825 S Sunset Ave.

Every Saturday Morning: West Covina Farmers Market - 9a.m. - 1 p.m. - 136 S Glendora Ave.

City Council Meetings are every 1st & 3rd Tuesday of every month at 7 p.m. City Hall Council Chambers.

City Traffic Committee Meetings are every 2nd Tuesday of every month from 3 p.m. - 4 p.m. at City Hall Management Resource Center (room 314).

City Planning Commission Meetings are every 2nd & 4th Tuesday of every month at 7 p.m. at City Hall Council Chambers.

ADJOURNMENT at 8:00 p.m. By: Chair Munoz
2024 Community and Senior Services Commission Meetings
Tuesday, May 14, 2024, at 6 p.m.

Tuesday, July 9, 2024, at 6 p.m.

Tuesday, September 10, 2024, at 6 p.m.

Tuesday, November 12, 2024, at 6 p.m.

Signature _______________________ Date: __3/13/2024
AGENDA ITEM NO. 3

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: June 18, 2024
TO: Mayor and City Council
FROM: Paulina Morales, City Manager
SUBJECT: CONSIDERATION OF A RESOLUTION OF INTENTION TO LEVY ASSESSMENTS FOR THE AUTO PLAZA BUSINESS IMPROVEMENT DISTRICT FOR FISCAL YEAR 2024-25 RECOMMENDATION:

It is recommended that the City Council:

1. Approve the Annual Report for Fiscal Year 2024-2025 for the West Covina Auto Plaza Business Improvement District.

2. Adopt the following resolution:

RESOLUTION NO. 2024-31 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST

COVINA, CALIFORNIA, DECLARING ITS INTENTION TO LEVY AN ASSESSMENT WITHIN

THE BUSINESS IMPROVEMENT AREA KNOWN AS THE WEST COVINA AUTO PLAZA BUSINESS IMPROVEMENT DISTRICT FOR FISCAL YEAR 2024-25 AND SETTING THE TIME

AND PLACE FOR A PUBLIC HEARING THEREON
BACKGROUND:

The Parking and Business Improvement Area Law of 1989 (California Streets and Highways Code Section 36500 et seq.) (PBIA Law) establishes the framework for Business Improvement Districts (BID).

The State wanted to make it possible for groups of businesses to band together and invest in their commercial neighborhoods for the purposes of revitalization, stability, and growth. On June 1, 1993, the City Council adopted Ordinance No. 1923, which established the West Covina Auto Plaza Business Improvement District (Auto Plaza BID). The City created this BID at the request of the businesses located in the area. Each year, the City Council holds a noticed public hearing before deciding to renew the BID for another year.

The assessment revenue is collected from businesses located within the Auto Plaza BID and is used to pay for the capital costs, operation and maintenance of a LED reader board sign located in the West Covina Auto Plaza, adjacent to the I-10 freeway, and for the operation and maintenance of the Auto Plaza entry monument sign and landscaping located at the southeast corner of Azusa Avenue and Garvey Avenue South. Assessment revenue is also used for landscaping maintenance along the I-10 freeway immediately facing and parallel to the Auto Plaza dealerships.

On April 19, 1994, the City Council appointed an Advisory Board consisting of the owners (and/or their representatives) of the auto dealerships located at the Auto Plaza. The function of the Advisory Board is to make recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, and on the method and basis of levying the assessments. Pursuant to the PBIA Law, for each fiscal year that assessments will be levied, the Advisory Board is required to cause a report to be prepared containing the following:

1. any proposed changes in the boundaries of the BID or in any benefit zones within the area;

2. the improvements and activities to be provided for that fiscal year;

3. an estimate of the cost of providing the improvements and the activities for that fiscal year; the method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his or her business for that fiscal year;

4. 5. the amount of any surplus or deficit revenues to be carried over from a previous fiscal year; and

6. the amount of any contributions to be made from sources other than assessments levied.

The purpose of this report is to request that the City Council approve the annual report and adopt the resolution of intention to levy the assessment for Fiscal Year (FY) 2024-25.

DISCUSSION:

On June 5, 2024, the Auto Plaza BID Advisory Board held its annual meeting and approved the Annual Report (Attachment No. 1). The Annual Report was filed with the City Clerk as required by the PBIA Law.

The next step is for the City Council to approve the report. The City Council may approve the report as filed by the Advisory Board or may modify any particulars contained in the report and approve it as modified. After the City Council approves the report, it is required to adopt a resolution of intention to levy the annual assessment. The PBIA Law requires that the resolution of intention contain specified information, including fixing the time and place for the public hearing to be held regarding the proposed assessment.

The proposed resolution (Attachment No. 2) sets the date for the required public hearing for July 2, 2024, at 7:00 p.m. At the conclusion of the public hearing, the City Council may adopt a resolution confirming the Annual Report as originally filed or as changed by it. Adoption of the resolution constitutes levy of the assessment for FY 2024-25.

The Annual Report includes a total budget of $117,968, with an assessment of $16,524 per dealership site. The gross estimated annual cost for operating expenditures including programming, maintenance, electricity, and insurance for the reader-board sign, landscaping, landscape maintenance, taxes, and preparation costs, is $58,484. The annual loan repayment is $59,027, totaling $117,511 in annual expenditures.

The Advisory Board voted to assess themselves $16,524 (the same as last year), which would generate $115,668 for FY 2024-25. In addition, $2,300 will be generated in interest income, for a total revenue of $117,968 for FY 2024-25. As the annual expenditures are $117,511, the assessment will cover the total annual expenditures with a surplus of $457. An assessment of $16,524.00 for each of the seven (7) dealership sites in the Auto Plaza BID will be placed on the tax rolls by the County of Los Angeles Department of Auditor-Controller.

As outlined above, the PBIA Law requires approval of the Annual Report and adoption of a resolution of intention to initiate proceedings for the FY 2024-25 assessment for the Auto Plaza BID.

LEGAL REVIEW:

The City Attorney's Office has reviewed the resolution and approved it as to form.

OPTIONS:

The City Council has the following options:

1. Approve staff’s recommendation; or

2. Provide alternative direction.

Prepared by: Gerardo Rojas, Economic Development Project Coordinator Fiscal Impact
FISCAL IMPACT:

There is no impact to the City's General Fund by adopting the resolution of intention and setting the Public Hearing for July 2, 2024. As part of the Annual Report approval by the Auto Plaza BID is the repayment of the City loan. All costs are covered by assessments collected from the West Covina Auto Plaza Business Improvement District dealerships. In addition, the Auto Plaza Business Improvement District is charged a nominal administrative fee for City staff’s time to administer the West Covina Plaza BID and monitor the annual budget.

Attachments
Attachment No. 1 - West Covina Auto Plaza Annual Report for Fiscal Year 2024-2025 Attachment No. 2 - Resolution No. 2024-21 (Resolution of Intention) CITY COUNCIL GOALS & OBJECTIVES: Expand Economic Development Opportunities Enhance City Image and Effectiveness
ATTACHMENT NO. 1

WEST COVINA AUTO PLAZA

BUSINESS IMPROVEMENT DISTRICT

ANNUAL REPORT
FOR
FISCAL YEAR 2024-2025

1. Any proposed changes in the boundaries of the business improvement district area.

None.

2. The improvements and activities to be provided for Fiscal Year 2024-2025.

Financing the operation and maintenance of an LED readerboard sign located in the West Covina Auto Plaza adjacent to the San Bernardino Interstate 10 Freeway as well as financing of the operation and maintenance costs for the entry monument to the Auto Plaza, which includes the sign and landscaping located at the southwest corner of Azusa Avenue and Garvey Avenue South. Financing also includes landscape maintenance along Interstate 10 Freeway immediately facing and parallel to the Auto Plaza Dealerships.

3. Estimate of the cost of providing the improvements and the activities for Fiscal Year 2024-2025.

Gross estimated annual cost for operating expenditures including programming, maintenance, electricity, and insurance for the readerboard sign, landscaping, landscape maintenance, taxes and preparation costs, amongst other costs is $58,484. The principal loan amount is $59,027 (paid in two installments). Annual expenditures total $117,511.

The Advisory Board voted to assess themselves $16,524.00 (the same as last year) which would generate $115,668.00 for FY 2024-2025. In addition, $2,300 will be generated in interest income, for a total revenue of $117,968 for FY 2024-2025. As the annual expenditures are $117,511, the assessment will cover the total annual expenditures with a surplus of $457. An assessment of $16,524.00 for each of the seven (7) dealership sites in the business improvement district will be placed on the tax rolls by the County of Los Angeles Department of Auditor-Controller.

4. Method and basis of levying the assessment for Fiscal Year 2024-2025.

The method and basis of levying the assessment will be pursuant to Ordinance No. 1923, which was adopted by the City Council on June 1, 1993.

5. Amount of any surplus or deficit revenues to be carried over from Fiscal Year 2024- 2025.

FY 2024-2025 is anticipated to have a surplus of $457.

6. Amount of any contributions to be made from sources other than the assessments levied.

None.

FY 2024-2026
Adopted Budget
Actual as of
5/31/2024 % of Budget Projected Proposed Budget
Fund Balance
Beginning Balance as of July 1 (6,023) $ (6,023) $ (6,023) $ (4,606) $

REVENUES
Revenues from Assessments 115,668 119,417 103% 119,417 115,668 Interest Income / Other 0 2,360 100% 2,360 2,300
TOTAL REVENUES 115,668 $ 121,777 $ 105% 121,777 $ 117,968 $

EXPENDITURES
Operating Expenditures
Professional Services (EMI-Programming*) 4,800 4,452 93% 4,864 7,400 Accounting 8,500 7,461 88% 7,461 8,000
Insurance 10,500 7,099 68% 7,099 7,500
Project Improvements 5,000 3,662 73% 3,662 5,000
Other Services 3,500 2,273 65% 2,483 0
Subtotal Other Contractual Services 27,500 $ 20,495 $ 75% 20,705 $ 20,500 $ Electricity 12,500 11,050 88% 12,250 12,500
Telephone 800 669 84% 731 800
Equipment M & R (EMI-Maintenance) 10,700 9,693 91% 10,588 10,700 Admin and Overhead 8,500 0 0% 8,500 4,000
Interest Expense (Sign Repayment) 3,696 1,710 46% 3,696 2,584 Total Operating Expenditures 68,496 $ 48,069 $ 70% 61,334 $ 58,484 $ Non-Operating (Sign-Loan)
Sign Loan Interest 0 1,710 100% 3,143 2,020
Sign Loan Principal 55,330 27,803 50% 55,884 57,007
Total Non-Operating Expenditures 55,330 $ 29,513 $ 53% 59,026 $ 59,027 $ TOTAL EXPENDITURES 123,826 $ 77,583 $ 63% 120,360 $ 117,511 $ REVENUES LESS EXPENDITURES (8,158) $ 44,194 $ 1,417 $ 457 $ ENDING FUND BALANCE (14,182) $ 38,171 $ (4,606) $ (4,149) $ Loan Balance (171,043) $ (143,240) $ (115,159) $ (58,153) $ Fund Balance Less Loan Balance 156,861 $ 181,411 $ 110,553 $ # 54,003 $ Six Month Operating Reserve* 34,248 $ 34,248 $ 30,667 $ 29,242 $ ASSESSMENT PER DEALER (7)*** 16,524 $ 16,524 $
2023-2024 (92% of Year Complete)

EXHIBIT A
ATTACHMENT NO. 2
Resolution No. 2024-31

Page 1 of 4 ends

RESOLUTION NO. 2024-31

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WEST COVINA, CALIFORNIA, DECLARING ITS

INTENTION TO LEVY AN ASSESSMENT WITHIN THE

BUSINESS IMPROVEMENT AREA KNOWN AS THE WEST

COVINA AUTO PLAZA BUSINESS IMPROVEMENT
DISTRICT FOR FISCAL YEAR 2024-25 AND SETTING THE

TIME AND PLACE FOR A PUBLIC HEARING THEREON
The City Council of the City of West Covina hereby finds and declares as follows:

WHEREAS, in adopting the Parking and Business Improvement Area Law of 1989 (California Streets & Highways Code sections 36500 et seq.), the California Legislature authorized cities to levy assessments on businesses in order to promote economic revitalization and tourism, create jobs, attract new businesses, and prevent erosion of business districts; and
WHEREAS, on June 1, 1993, the City Council adopted Ordinance No. 1923, which established the West Covina Auto Plaza Business Improvement District (“District”) for purposes of levying an assessment within the District to fund the construction, operation and maintenance of an electronic readerboard to be located adjacent to the I-10 freeway and benefit the West Covina Auto Plaza dealerships to be assessed. The District was established with one hundred percent (100%) property owner consent; and WHEREAS, on April 19, 1994, the City Council appointed the owners and/or their representatives of the auto dealerships located in the West Covina Auto Plaza as the advisory board of the District as required by California Streets and Highways Code section 36530 (“Advisory Board”); and
WHEREAS, the Advisory Board has caused the annual report for Fiscal Year 2024-25 required by California Streets and Highways Code section 36533 to be prepared and filed with the City Clerk; and
WHEREAS, the City Council has approved said annual report; and WHEREAS, the City Council proposes to levy and collect assessments within the District for Fiscal Year 2024-25; and
WHEREAS, this Resolution of Intention will commence proceedings under the Parking and Business Improvement Area Law of 1989 to levy the annual assessment for the West Covina Auto Plaza Business Improvement District for the 2024-25 Fiscal Year.

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

Resolution No. 2024-31

Page 2 of 4 ends

SECTION 1. Intention; Assessment. The City Council hereby declares its intention to levy and collect assessments in the West Covina Auto Plaza Business Improvement District for Fiscal Year 2024-25 pursuant to California Streets & Highways Code sections 36500 et seq. The boundaries of the West Covina Auto Plaza Business Improvement District are set forth in Exhibit A, attached hereto and incorporated herein. The proposed amount of the annual assessment is $16,524.00. Pursuant to California Streets & Highways Code section 36531, new businesses commenced after the effective date of the resolution levying the assessment will be exempt from the levy of assessment.

SECTION 2. Annual Report. An annual report on the West Covina Auto Plaza Business Improvement District has been prepared by the Advisory Board, as required by California Streets & Highways Code sections 36533 and 36534. Said report is on file in the City Clerk’s Office.

SECTION 3. Types of Activities to Be Funded. The proposed use of the assessment revenue collected through the levy of the annual assessment is for financing the operation and maintenance of an LED readerboard sign located in the West Covina Auto Plaza adjacent to the San Bernardino Interstate 10 Freeway as well as financing of the operation and maintenance costs for the entry monument to the Auto Plaza, which includes the sign and landscaping located at the southwest corner of Azusa Avenue and Garvey Avenue South. The assessment revenue is also proposed to be used to finance landscape maintenance along Interstate 10 Freeway immediately facing and parallel to the dealerships located within the West Covina Auto Plaza Business Improvement District.

SECTION 4. Method and Basis of Levy. The method and basis of levying the assessment will be pursuant to Ordinance No. 1923, which was adopted by the City Council on June 1, 1993.

SECTION 5. Time and Place of Public Meeting/Hearing. The time and place of the public hearing on the levy of an annual assessment for Fiscal Year 2024-25 shall be 7:00 p.m. on July 2, 2024, in the City Council Chambers located at 1444 W. Garvey Avenue South, West Covina, California. At the public hearing set forth above, the testimony of all interested persons for or against the annual levy of the assessment for the West Covina Auto Plaza Business Improvement District, the extent of the area, and/or the furnishing of specific types of improvements or activities will be heard by the City Council.

SECTION 6. Protests. Consistent with California Streets & Highways Code sections 36524 and 36525, the following rules shall apply to all protests:
(a) A protest may be made orally or in writing by any interested person. Any protest pertaining to the regularity or sufficiency of the proceedings shall be in writing and shall clearly set forth the irregularity or defect to which the objection is made.

Resolution No. 2024-31

Page 3 of 4 ends

(b) Every written protest shall be filed with the City Clerk’s Office, West Covina City Hall, 1444 West Garvey Avenue South, West Covina, California 91790, at or before the time fixed for the public hearing as set forth above. (c) The City Council may waive any irregularity in the form or content of any written protest, and, at the public hearing, may correct minor defects in the proceedings.
(d) A written protest may be withdrawn in writing at any time before the conclusion of the public hearing.
(e) Each written protest shall contain a description of the business in which the person subscribing the protest is interested sufficient to identify the business and, if a person subscribing is not shown on the official records of the City as the owner of the business, the protest shall contain or be accompanied by written evidence that the person subscribing is the owner of the business. A written protest which does not comply with this section shall not be counted in determining a majority protest. (f) If written protests are received from the owners of businesses in the District which will pay fifty percent (50%) or more of the assessments to be levied and protests are not withdrawn so as to reduce the protests to less than the fifty percent (50%), no further proceedings on the proposal to continue to levy the assessment, as specified by this Resolution, shall be taken by the City Council for a period of one year from the date of the filing of a majority protest.
(g) If the majority protest is only against the furnishing of a specified type or types of improvement or activity within the District, those types of improvements or activities shall be eliminated.

SECTION 7. Additional Information. Any person seeking additional information may contact Gerardo Rojas, Project Coordinator, 1444 West Garvey Avenue South, Room 205, West Covina, California 91790; Telephone Number: (626) 939-8417.

SECTION 8. Publication. This Resolution of Intention shall be published once in a newspaper of general circulation in the City at least seven (7) days before the July 2, 2024 public hearing.

SECTION 9. Certification; Effective Date. The City Clerk shall certify to the adoption of this Resolution and shall enter the same in the book of original resolutions and it shall become effective immediately.

Resolution No. 2024-31

Page 4 of 4 ends

APPROVED AND ADOPTED this 18th day of June, 2024.

Brian Calderon Tabatabai
Mayor

APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick
City Attorney Assistant City Clerk
I, LISA SHERRICK, ASSISTANT CITY CLERK of the City of West Covina, California, do hereby certify that the foregoing Resolution No. 2024-31 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 18th day of June, 2024, by the following vote of the City Council:

AYES:

NOES:

ABSENT:

ABSTAIN:

Lisa Sherrick
Assistant City Clerk

EB IMAGE NOT TO SCALE
N

WEST COVINA AUTO PLAZA

BUSINESS IMPROVEMENT DISTRICT BOUNDARIES
New Proposed Benefit Zones

DEALERSHIPS
1 Envision Toyota of West Covina
2 Norm Reeves Honda Super Store
3 Tesla West Covina
4 Performance Ford
5 Envision Mercedes Benz of West Covina
6 Envision Audi of West Covina
7 Former DriveTime

APN LOT SIZE
8478-007-025, 30, 31 4.17 acres
8478-007-028, 34, 38, 8478-008-015 5.52 acres
8474-004-047, 048 2.27 acres
8478-004-046, 49 3.42 acres
84 78-004-042 4.16 acres
84 78-004-026 3.72 acres
8474-007-039, 040 2.23 acres
AGENDA ITEM NO. 4

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: June 18, 2024
TO: Mayor and City Council
FROM: Paulina Morales, City Manager
SUBJECT: CONSIDERATION OF CONSTRUCTION AGREEMENT FOR CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS - PROJECTS NOS. 21014 & 21015
RECOMMENDATION:

It is recommended that the City Council take the following actions:

1.Award the construction agreement for the Citywide Sidewalk, Curb & Gutter Repairs (Projects Nos. 21014 & 21015) to C J Concrete Construction, Inc. as the lowest responsible bidder.

2.Authorize the City Manager to negotiate and execute an agreement with C J Concrete Construction, Inc. for $250,258.00, in such final form as approved by the City Attorney.

3.Authorize the City Manager to negotiate and execute any amendments up to 15% of the awarded contract amount.

4. Find that the project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15302 (Replacement or Reconstruction); and

5.Adopt the following resolution.

RESOLUTION NO. 2024-34 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2024 AND ENDING JUNE 30, 2025 (FY 2023-24 CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS) BACKGROUND:

The project consists of removal and replacement of various concrete structures consisting of sidewalk, curb, gutters, and driveway approaches throughout the City. As part of the improvements, various locations throughout the City with existing damaged concrete facilities will be removed and replaced.

DISCUSSION:

On April 8, 2024, staff advertised a construction bid package. The following ten (10) bids were received by the City at the Bid Opening held on April 30, 2024, at 3:00 PM.

Contractor Name Total Bid Amount
CJ Concrete Construction, Inc. $250,258.00
FS Contractors, Inc. $265,515.00
Gentry Brothers, Inc. $277,516.00
S&H Civilworks $324,941.00
Gentry General Engineering, Inc. $327,425.00
TVR Construction Engineering LLC $327,965.00
CT&T Concrete Paving, Inc. $354,304.00
Loamic Builders, Inc. $360,330.00
NPI Concrete $399,306.00
Onyx Paving Company Inc. $437,899.00
Staff conducted a bid analysis including checking references, California Contractor Licensing, Department of Industrial Relations registration, State and Federal debarment list review for the apparent lowest bidder, CJ Concrete Construction, Inc.

Lowest Responsive Bid
The lowest responsive and responsible bid was submitted by CJ Concrete Construction, Inc. in the amount of $250,258.00. Following Council’s approval, the City will enter into an agreement with CJ Concrete Construction, Inc. in such final form as approved by the City Attorney. A draft of the agreement is included as Attachment 1.

Project Timeline
If approved, the project is anticipated to commence in July 2024 with an estimated completion time of two months.

LEGAL REVIEW:

The City Attorney's Office has reviewed the agreement and resolution and approved them as to form.

OPTIONS:

The City Council has the following options:

1.Approve Staff's recommendation; or

2.Provide alternative direction.

ENVIRONMENTAL REVIEW:

The proposed project is a project subject to CEQA. Staff has reviewed the proposed project and has determined that it is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15302:Replacement or reconstruction; (c) Replacement or reconstruction of existing utility and/or facilities involving negligible or no expansion of capacity Fiscal Impact
FISCAL IMPACT:

Project Estimate
The following is the breakdown of the project estimate:

Construction Costs $250,258.00
Contingency allowance (15%) $37,538.70
Total Construction Estimate $287,796.70
Project Management and Administration $10,000.00
Construction Management, Inspection and Materials Testing/Inspection $28,779.67 Newspaper Advertisement, Misc. Expenses $5,000.00
Total Project Estimate $331,576.37
The project estimate came in over the initial budget. However, there is available funding under Transportation Development Act (TDA 3) Article 3 funds that may be utilized for the project. TDA 3 provides funding annually for bicycle and pedestrian projects. The proposed budget amendment appropriates the additional funding under Fund 128, TDA. The table below outlines the funding for this project.

Project No. Funding Source
FY2024-25
Budget
w/Rollovers
Proposed Project
Budget Proposed Amendment
21014.235.7200 235 Measure M 213,000 213,000 0
21015.128.7200 128 TDA 70,000 118,600 48,600
TOTAL $283,000 $331,600 $48,600
Attachments
Attachment No. 1 - Construction Services Agreement
Attachment No. 2 - Resolution No. 2024-34
Attachment No. 3 - Project Location Maps
CITY COUNCIL GOALS & OBJECTIVES: Achieve Fiscal Sustainability and Financial Stability

CITY OF WEST COVINA

CONSTRUCTION SERVICES AGREEMENT FOR
PROJECTS NOS. 21014 & 21015

CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS
THIS CONSTRUCTION SERVICES AGREEMENT (herein “Agreement”) is made and entered into as of June 18, 2024 (“Effective Date”) by and between the CITY OF WEST COVINA, a municipal corporation (herein “City”), and C J CONCRETE CONSTRUCTION, INC., a California corporation (herein “Contractor”).

RECITALS
A. City requires construction services for the Citywide Sidewalk, Curb & Gutter Repairs, Projects Nos. 21014 & 21015 (“Project”), that meet the requirements as shown in the project specifications and this Agreement.

B. Contractor has submitted a bid to perform the construction services for the Project and has represented to City that Contractor is qualified to perform said services.

C. City has determined that Contractor is the lowest responsible bidder.

D. City and Contractor desire to enter into this Agreement for the Project on the terms and conditions set forth herein.

NOW, THEREFORE, based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Contractor hereby agree as follows:

1.0 SERVICES OF CONTRACTOR

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide all work described in the Contract Documents, as further described herein, which services may be referred to herein as the “services” or “work”. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality and fit for the purpose intended.

1.2 Documents Included in Contract. The complete Agreement consists of:
(a) This Agreement;
(b) Notice to Contractors and Instructions to Bidders, Bid Documents and Contract Documents for the Project (collectively, “Bid Documents”), incorporated by this reference as if fully set forth herein;
(c) Addendum No. 1 to the Bid Documents, dated April 22, 2024, incorporated by ATTACHMENT NO. 1
Projects Nos. 21014 & 21015
2 Rev. 08-2023
this reference as if fully set forth herein;
(d) Addendum No. 2 to the Bid Documents, dated April 24, 2024, incorporated by this reference as if fully set forth herein;
(e) Contractor’s Proposal, attached hereto as Exhibit A and incorporated herein; (f) Certificates of Insurance, attached hereto as Exhibit B and incorporated herein; (g) Bonds, attached hereto as Exhibit C and incorporated herein; (h) The Standard Specifications and Standard Specifications for Public Works Construction, as detailed in Section 19-1 of the West Covina Municipal Code, incorporated by this reference as if fully set forth herein; and (i) All exhibits and attachments to the foregoing documents.

The documents comprising the complete Agreement may be referred to in this Agreement as the “Contract Documents.” In the event of an inconsistency between any of the terms in this Agreement and any of the documents referenced above, this Agreement shall govern.

1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time the work is performed.

1.4 Licenses, Permits, Fees, and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement, including a business license from the City. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder.

Contractor shall be responsible for all subcontractors’ compliance with this Section.

1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own active negligence.

1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in Projects Nos. 21014 & 21015
3 Rev. 08-2023
good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Contractor shall require all subcontractors to comply with the provisions of this Agreement.

1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. All change orders are subject to the requirements of West Covina Municipal Code Section 2-358. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor.

1.9 Prevailing Wage Requirements.
(a) Prevailing Wage Laws. Contractor is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. This Project is a “public works” project and requires compliance with the Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. (b) Payment of Prevailing Wages. Contractor shall pay the prevailing wage rates for all work performed under this Agreement. When any craft or classification is omitted from the general prevailing wage determinations, Contractor shall pay the wage rate of the craft or classification most closely related to the omitted classification. A copy of the general prevailing wage rate determination is on file in the Office of the City Clerk and is incorporated into this Agreement as if fully set forth herein. Contractor shall post a copy of such wage rates at all times at the project site(s). (c) Legal Working Day. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of the Labor Code regarding eight (8)-hour work day and 40-hour work week requirements, and overtime, Saturday, Sunday, and holiday work. Work performed by Contractor’s or any subcontractor’s employees in excess of eight (8) hours per day, and 40 hours during any one week, must include compensation for all hours worked in excess of eight (8) hours per day, or 40 hours during any one week, at not less than one and one-half times the basic rate of pay. Contractor shall forfeit as a penalty to City Twenty-Five Dollars ($25.00), or any greater penalty set forth in the Labor Code, for each worker employed in the execution of the work by Contractor or by any subcontractor(s) of Contractor, for each calendar day during which such worker is required or permitted to the work more than eight (8) hours in one calendar day or more than 40 hours in any one calendar week in violation of the Labor Code.

Projects Nos. 21014 & 21015
4 Rev. 08-2023
(d) Apprentices. Contractor shall comply with the provisions of Labor Code Section 1777.5 concerning the employment of apprentices on public works projects. Contractor shall be responsible for ensuring compliance by its subcontractors with Labor Code Section 1777.5. (e) Payroll Records. Pursuant to Labor Code Section 1776, Contractor and any subcontractor(s) shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by Contractor or any subcontractor in connection with this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct; and (2) The employer has complied with the requirements of Sections 1771, 1881, and 1815 of the Labor Code for any work performed by his or her employees on this Project. The payroll records shall be certified and shall be available for inspection at all reasonable hours in accordance with the requirements of Labor Code Section 1776.
(f) Registration with DIR. Contractor and any subcontractor(s) of Contractorshall comply with the provisions of Labor Code Section 1771 and Labor Code Section 1725.5 requiring registration with the DIR.

2.0 COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated as specified herein, but not exceeding the maximum contract amount of Two Hundred Fifty Thousand Two Hundred Fifty-Eight Dollars ($250,258.00) (herein “Contract Sum”), except as provided in Section 1.8 (Additional Services). The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings.

2.2 Progress Payments. Prior to the first day of the month, during the progress of the work, commencing on the day and month specified in the Agreement, Contractor shall submit to the Contract Officer a complete itemized statement of all labor and materials incorporated into the work during the preceding month and the portion of the Contract Sum applicable thereto. Upon approval in writing by the Contract Officer, payment shall be made within thirty (30) days. City shall pay Contractor a sum based upon ninety five percent (95%) of the Contract Sum apportionment of the labor and materials incorporated into the work under the Agreement during the month covered by said statement. The remaining five percent (5%) of the Contract Sum shall be retained as performance security as detailed in Section 2.3 (Retention of Funds).

2.3 Retention of Funds. Progress payments shall be made in accordance with the provisions of Section 2.2 (Progress Payments) of this Agreement. In accordance with said section, City will retain five percent (5%) of the Contract Sum apportionment from each progress payment as performance security to be paid to the Contractor within sixty (60) days after final acceptance of the work by the City Council, after Contractor furnishes City with a release of all undisputed contract amounts if required by City. If there are any claims specifically excluded by Contractor from the operation of the release, the City may retain proceeds as authorized by Public Contract Projects Nos. 21014 & 21015
5 Rev. 08-2023
Code Section 7107 of up to 150% of the amount in dispute. City’s failure to deduct or withhold shall not affect Contractor’s obligations hereunder. To the extent consistent with Public Contract Code Section 22300, Contractor may request and City shall make payment of retentions earned directly to an escrow agent at the expense of Contractor, and may direct the investment of the payments into securities and Contractor shall receive the interest earned on the investments upon the same terms provided for in Public Contract Code Section 22300 for securities deposited by Contractor. Upon satisfactory completion of this Agreement, Contractor shall receive from the escrow agent all securities, interest, and payments received by the escrow agent from the City.

3.0 PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall complete all services within thirty (30) working days. Contractor shall submit for the Contract Officer’s approval its proposed Construction Schedule. Contractor shall perform the services in accordance with the approved Construction Schedule. When requested by the Contractor, extensions to the time period(s) specified in the Construction Schedule may be approved in writing by the Contract Officer.

3.3 Force Majeure. The time period(s) specified in the Construction Schedule for performance of the services rendered pursuant to this Agreement shall be extended to the extent caused by delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency other than the City, if the Contractor within ten (10) days of the commencement of such delay notifies the Contract Officer in writing of the causes for the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. Contractor shall not be entitled to any damages or increase in compensation due to force majeure.

3.4 Term. Unless earlier terminated as set forth herein, this Agreement shall continue in full force and effect until final approval and acceptance of the project by the City.

4.0 COORDINATION OF WORK

4.1 Representative of Contractor. The following principal(s) of Contractor are hereby designated as being the principal(s) and representative(s) of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

John Sarno, President
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal(s) were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal(s) shall be responsible during the term of this Agreement for directing all Projects Nos. 21014 & 21015
6 Rev. 08-2023
activities of Contractor and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Agreement, the foregoing principal(s) may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager or City Engineer of City. The Contractor shall keep the Contract Officer informed of Contractor’s progress on the services. The Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein or in the City’s Municipal Code, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required by this Agreement, to the extent permitted by the City’s Municipal Code.

4.3 Prohibition Against Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the City’s express consent.

4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its subcontractors, agents or employees, performs the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, subcontractors, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role.

Contractor shall not at any time or in any manner represent that it or any of its subcontractors, agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor.

4.5 Identity of Persons Performing Work. Contractor represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services set forth herein. Contractor represents that the tasks and services required herein will be performed by Contractor or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services.

4.6 Utility Relocation. City, and not Contractor, is responsible for removal, relocation, or protection of existing main or trunkline utilities but only to the extent such utilities were not identified in the invitation for bids or specifications. Where the specifications call for the Contractor to remove, relocate, reconstruct or protect such lines, all such work shall be deemed included in the Contract Sum.

Contractor having been presented with a reasonable basis to suspect that any previously unidentified Projects Nos. 21014 & 21015
7 Rev. 08-2023
main or trunkline may need to be removed, relocated or protected in place, Contractor shall immediately notify City and the affected utility company in writing of such belief, and the basis therefor, and Contractor shall thereafter work with the City and the utility company to coordinate such removal, relocation or protection. City shall reimburse Contractor for its reasonable costs incurred in locating and repairing damage not caused by Contractor, and removing or relocating such unidentified utility facilities, including equipment idled during such work. Contractor shall not be assessed liquidated damages for delays which meet both of the following requirements: (i) the delays occurred after Contractor gave City the written notice required by this Section; and (ii) the delays were caused by the removal, protection, or relocation of such unidentified utility facilities. Nothing herein shall be deemed to prevent the City from seeking reimbursement of any such costs from the affected utility company.

4.7 Trenches or Excavations. Pursuant to Public Contract Code Section 7104, if the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply:
(a) 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 different from those indicated; or (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 the Agreement.
(b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.8 (Additional Services) of this Agreement.
(c) If a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by the Agreement, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting parties.

4.8 Best Management Practices. Contractor shall implement and maintain activity specific Best Management Practices (BMPs) to prevent pollutant loading from stormwater and nonstormwater discharges to receiving waters as required in Municipal NPDES Permit No.

CAS004004. Contracting staff whose primary job duties are related to implementation of BMPs shall be adequately trained to effectively implement, operate, and maintain such BMPs and must be versed in factors affecting BMP effectiveness. Contractor shall certify it has received all applicable training to implement the requirements in Municipal NPDES Permit No. CAS004004 and shall provide documentation to that effect.

Projects Nos. 21014 & 21015
8 Rev. 08-2023

5.0 INSURANCE

5.1 Minimum Scope and Limits of Insurance. Contractor shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, with a current A.M. Best’s rating of no less than A:VII, and approved by City:
(a) Broad-form commercial general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than Two Million Dollars ($2,000,000.00) per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit.
(b) Business automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limit per accident for bodily injury and property damage. (c) Workers’ compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Contractor agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.

By execution of this Agreement, the Contractor certifies as follows:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers’ Compensation or to undertake selfinsurance before commencing any of the work.

The Contractor shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers’ Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the Contractor to comply with this section. (d) Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the Project and no coinsurance penalty provisions. The Builder’s Risk coverage shall name the City as a loss payee. If the Project does not involve new or major construction, City may, in its discretion, permit an Installation Floater. If authorized, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion, or adjustment to existing buildings, structures, processes, machinery and Projects Nos. 21014 & 21015
9 Rev. 08-2023
equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery, or equipment damaged, impaired, broken or destroyed during the performance of the work, including during transit, installation, and testing at the project site.

If the Contractor maintains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

5.2 Endorsements. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(a) Additional Insureds: The City of West Covina and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Contractor pursuant to its contract with the City; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor.
(b) Notice of Cancelation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (c) Primary Coverage: The Contractor’s insurance coverage shall be primary insurance as respects the City of West Covina, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of West Covina shall be excess and not contributing with the insurance provided by this policy. (d) Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
(e) Coverage Not Affected: Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers.
(f) Coverage Applies Separately: The Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

5.3 Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, Projects Nos. 21014 & 21015
10 Rev. 08-2023
claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

5.4 Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

5.5 Non-limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement or the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor’s or its subcontractors’ performance of the work covered under this Agreement.

5.6 Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that the City is listed as an additional insured on insurance required of subcontractors.

5.7 Sufficiency of Insurers. Insurance required by this Agreement shall be satisfactory only if issued by companies authorized to do business in California, rated with a current A.M. Best’s rating of no less than A:VII unless such requirements are waived by the City’s Risk Manager in writing due to unique circumstances. If the City’s Risk Manager determines that the work or services to be performed under this Agreement creates an increased risk of loss to the City, the Risk Manager may increase the minimum limits of the insurance policies required by this Section by providing written notice to Contractor; provided that the Contractor may appeal such determination to the City Council of City within ten (10) days of receipt of notice from the Risk Manager.

6.0 BONDS

6.1 Labor and Materials, Performance and Warranty Bonds. Concurrently with execution of this Agreement, Contractor shall deliver to City: (1) a labor and materials bond in an amount equal to one hundred percent (100%) of the Contract Sum as security for the payment of all persons furnishing labor or materials in connection with the work, (2) a performance bond in an amount equal to one hundred percent (100%) of the Contract Sum as security for the faithful performance of this Agreement, and (3) a warranty bond in an amount equal to fifty percent (50%) of the Contract Sum to guarantee the work for a period of one (1) year following completion of the work, on the forms provided by the City . The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his/her power of attorney. The bonds shall be unconditional and remain in force during the entire term of the Agreement and shall be released or exonerated only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement.

6.2 Sufficiency of Sureties. Sureties must be authorized to issue bonds in California. In addition, sureties must possess a minimum rating from A. M. Best Company of A:VII and must be listed as an acceptable surety on federal bonds by the United States Department of the Treasury, http://www.fms.treas.gov/c570/c570.html, subject to the maximum amount shown in the listing. If co- Projects Nos. 21014 & 21015
11 Rev. 08-2023
sureties are used, their bonds must be on a joint and several basis.

6.3 Substitution of Securities. Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under the Agreement for the work to be performed will be permitted at the request and expense of Contractor.

7.0 INDEMNIFICATION
Contractor agrees to defend (with legal counsel of City’s choosing), indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Contractor’s sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Contractor, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Contractor, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Contractor, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Contractor, its employees, and/or authorized subcontractors under this Agreement, whether or not the Contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained in any other document, which shall be of no force and effect. (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith.
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising or alleged to arise out of or in connection with Contractor’s (or its agents’, employees’, subcontractors’, or invitees’) negligent performance of or failure to perform such work, operations or activities hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom. (c) If the City, its officers, agents or employees is/are made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising or alleged to arise out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor shall pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees for counsel acceptable to City.
(d) Contractor’s duty to defend and indemnify as set forth herein shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury Projects Nos. 21014 & 21015
12 Rev. 08-2023
to persons or property arising or alleged to arise from, in connection with, as a consequence of or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), Resource Conservation and Recovery Act of 1976 (“RCRA”), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the Porter-Cologne Water Quality Control Act, as any of those statutes may be amended from time to time.

Contractor’s indemnification obligations pursuant to this Section shall survive the termination of this Agreement. Contractor shall require the same indemnification in favor of City from all subcontractors.

8.0 RECORDS AND REPORTS

8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer may require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

8.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records (including but not limited to payroll records as required herein) as may be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.

8.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.

Projects Nos. 21014 & 21015
13 Rev. 08-2023

9.0 ENFORCEMENT OF AGREEMENT; TERMINATION

9.1 Governing Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

9.2 Notice of Default and Cure Period. If either party fails to perform its obligations hereunder, the nondefaulting party may provide the defaulting party written notice of such default. The defaulting party shall have ten (10) days to cure the default; provided that, if the default is not reasonably susceptible to being cured within said ten (10) day period, the defaulting party shall have a reasonable time to cure the default, not to exceed a maximum of thirty (30) days, provided the defaulting party commences to cure such default within ten (10) days of service of such notice and diligently prosecutes the cure to completion; provided further that if the default is an immediate danger to the health, safety and general welfare, the defaulting party shall take such immediate action as may be necessary. Notwithstanding the foregoing, the nondefaulting party may, in its sole and absolute discretion, grant a longer cure period. Should the defaulting party fail to cure the default within the time period provided in this Section, the nondefaulting party shall have the right, in addition to any other rights the nondefaulting party may have at law or in equity, to terminate this Agreement, and/or to call upon any completion or payment bond or other security for performance thereof. Compliance with the provisions of this Section shall be a condition precedent to bringing any legal action, and such compliance shall not be a waiver of any party’s right to take legal action in the event that the dispute is not cured.

9.3 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City owned property which Contractor is permitted to occupy hereunder and City may, upon termination, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated.

9.4 Termination for Convenience. The City may terminate this Agreement without cause for convenience of the City upon giving Contractor thirty (30) days prior written notice of termination of the Agreement. Upon receipt of the notice of termination, the Contractor shall cease all further work pursuant to the Agreement. Upon such termination by the City, the Contractor shall not be entitled to any other remedies, claims, actions, profits, or damages except as provided in this paragraph. Upon the receipt of such notice of termination, Contractor shall be entitled to the following compensation:
(a) The contract value of the work completed through and including the date of receipt of the notice of termination, less the amount of progress payments received by Contractor. (b) Actual move-off costs including labor, rental fees, equipment transportation costs, the Projects Nos. 21014 & 21015
14 Rev. 08-2023
costs of maintaining on-site construction office for supervising the move-off. (c) The cost of materials custom-made for this Agreement which the Contractor cannot use in its normal course of business, and for which the City has not already paid. (d) Any costs shall not include any markups as might otherwise be allowed by any plans or specifications which were a part of the Agreement.

The provisions of this Section shall supersede any inconsistent provisions of the Agreement or the Bid Documents. City and Contractor agree that the provisions of this Section are a substantive part of this Agreement’s consideration.

9.5 “Claims” by Contractor under Section 9204. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be subject to all requirements of Public Contract Code Section 9204 (“Section 9204”) as it may be amended from time to time. The parties acknowledge that Section 9204 applies to certain requests by Contractor, such as certain requests for time extensions, certain requests for payments not covered by contract, and certain requests for payments of amounts disputed by City. The parties further acknowledge that Section 9204 establishes all of the following: (i) Contractor may submit a “claim” to the City, as that term is defined in Section 9204; (ii) City has an initial 45 days to review and respond to the claim to state “what portion of the claim is disputed and what portion is undisputed”. If the City does not issue a written statement, the claim is deemed rejected in its entirety; (iii) Contractor must furnish reasonable documentation to support the claim; (iv) City has 60 days from its written determination to pay any undisputed amount; and (v) specified procedures apply to resolve any amounts in dispute.

9.6 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be considered a waiver of any other default concerning the same or any other provision of this Agreement.

9.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

9.8 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

9.9 Liquidated Damages. Contractor agrees that failure to complete work within the time allowed herein will result in damages being sustained by the City. Contractor further agrees that the determination of actual damages for any delay in performance of this Agreement would be extremely Projects Nos. 21014 & 21015
15 Rev. 08-2023
difficult or impractical to determine in the event of a breach of this Agreement. Therefore, Contractor agrees that it and its sureties shall be liable for and shall pay to the City liquidated damages in the amount of Five Hundred Dollars ($500) for each calendar day of delay in the performance of any service required hereunder. Contractor further agrees that liquidated damages may be assessed for failure to comply with the emergency call out requirements described in the Scope of Services. The City may withhold from any amounts payable on account of services performed by the Contractor any accrued liquidated damages. Contractor, on behalf of itself and its sureties, and City agree that the liquidated damages constitute a reasonable estimate of actual damages, and are not punitive.

10.0 CITY OFFICERS AND EMPLOYEES, NONDISCRIMINATION

10.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

10.2 Conflict of Interest. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

10.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, gender expression, marital status, national origin, disability, pregnancy, sexual orientation or ancestry in the performance of this Agreement. To the extent required by law, Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, gender expression, marital status, national origin, disability, pregnancy, sexual orientation or ancestry.

11.0 MISCELLANEOUS PROVISIONS

11.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and shall be deemed to be given when served personally or deposited in the U.S. Mail, prepaid, first-class mail, return receipt requested, addressed as follows:

To City: City of West Covina
1444 West Garvey Avenue South
West Covina, CA 91790
Attn: City Engineer
To Contractor: CJ Concrete Construction, Inc.
10142 Shoemaker Ave
Santa Fe Springs, CA 90670
Attn: John Sarno

11.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of Projects Nos. 21014 & 21015
16 Rev. 08-2023
the authorship of this Agreement or any other rule of construction which might otherwise apply.

11.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

11.4 Severability. If one or more of the words, phrases, sentences, clauses, paragraphs, or sections in this Agreement is declared unenforceable by a court of competent jurisdiction, such unenforceability shall not affect any of the remaining words, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are severable. Remaining enforceable provisions shall be interpreted to carry out the intent of the parties unless an invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

11.5 Hiring of Undocumented Aliens Prohibited. Contractor shall not hire, employ, or allow any person to work under this Agreement unless such person is properly documented and may legally work within the United States.

11.6 Unfair Business Practices Claims. Consistent with Public Contract Code Section 7103.5, Contractor, on behalf of itself and all subcontractors, offers and agrees to assign to the City all rights, title, and interest in and to all causes of action they may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) and under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to this Agreement. This assignment becomes effective when the City renders final payment to the Contractor without further acknowledgment by the parties.

11.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

11.8 Legal Responsibilities. The Contractor shall keep itself informed of City, State, and Federal laws, ordinances and regulations, which may in any manner affect the performance of its services pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws, ordinances and regulations. Neither the City, nor its officers, agents, assigns nor employees shall be liable at law or in equity as a result of the Contractor’s failure to comply with this Section.

11.9 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they were original signatures.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above.

CITY OF WEST COVINA,
A municipal corporation
__________________________________ Date: __________________________ Paulina Morales
City Manager

CONTRACTOR
__________________________________ Date: __________________________ John Sarno
President
ATTEST:
________________________________
Lisa Sherrick
Assistant City Clerk
APPROVED AS TO FORM:
__________________________________ Date: ________________________ Thomas P. Duarte
City Attorney
APPROVED AS TO INSURANCE:
____________________________________ Date: ________________________ Stephanie Sikkema
Acting Human Resources and Risk
Management Director

EXHIBIT A
CONTRACTOR’S PROPOSAL

CITY OF WEST COVINA, CALIFORNIA
ADDENDUM #1

BIDDING AND CONTRACT DOCUMENTS, PLANS AND

SPECIFICATIONS
for

CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS
PROJECT NO: 21014 & 21015
Date Issued: April 22, 2024
Addendum 1, Page 1 of 1
Addendum for: CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS PROJECT Addendum No.: 1
Addendum Date: April 22, 2024
Issued by: City of West Covina
Reminder 1: Bid due date is not changed. Bids are due at 1:00 PM, on April 25, 2024.

Reminder 2: Please sign Addenda Acknowledgement on page III-5 of Bid Package Section B Titled “BID DOCUMENTS”. Entire Section III shall be submitted as Bidder’s Bid.
 This addendum provides responses to the questions received to date.  Please see below responses provided to all questions:

Question 1:

I am writing to confirm that the subject solicitation for the City of West Covina is a rebid of the identically titled project from 1 year ago. Please advise at your earliest convenience.

Response 1:

This project is not a rebid but rather part of our annual concrete replacement program, which is being posted under the same annual project number as last year's. While the specifications of the project are the same or similar to those of the previous year, the locations and scope of work do differ.

Question 2:

Can you please confirm the liquidated damages for the West Covina project that bids next Thursday, 4/25/2024?
Response 2:

Per section II. INSTRUCTIONS TO BIDDERS subsection 13 Construction Schedule, Progress of Work, Liquidated Damages the liquidated damages are $500 a calendar day.

Question 3:

Is this a rebid from January 2023?
Response 3:

Attachments:

None.

Issued by City of West Covina

CITY OF WEST COVINA, CALIFORNIA
ADDENDUM #2

BIDDING AND CONTRACT DOCUMENTS, PLANS AND

SPECIFICATIONS
for

CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS
PROJECT NO: 21014 & 21015
Date Issued: April 24, 2024
Addendum 2, Citywide Sidewalk, Curb & Gutter Repairs Document Control Page 1 of 8 Addendum 2, Page 1 of 1
Addendum for: CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS PROJECT Addendum No.: 2
Addendum Date: April 24, 2024
Issued by: City of West Covina
Reminder 1: Bid due date is changed. Bids are due at 3:00 PM, on April 30, 2024.

Reminder 2: Please sign Addenda Acknowledgement on page III-5 of Bid Package Section B Titled “BID DOCUMENTS”. Entire Section III shall be submitted as Bidder’s Bid.

This addendum revises the bid deadline as follows:

Bids are due at 3:00 PM, on April 30, 2024
This addendum removes pages III-2, III-3, III-4 and III-5 of the Bid Package with the revised bid schedule, see Attachment 1 – Revised Bid Schedule Per Addendum 2. Bidders shall include the revised bid schedule on their bid to be considered responsive.

Attachments:

Attachment 1 – Revised Bid Schedule Per Addendum 2
Issued by City of West Covina
Addendum 2, Citywide Sidewalk, Curb & Gutter Repairs Document Control Page 2 of 8 Attachment 1 – Revised Bid Schedule per Addendum 2
Addendum 2, Citywide Sidewalk, Curb & Gutter Repairs Document Control Page 3 of 8 BID DOCUMENTS III-2
BIDDER SHALL COMPLETE AND SUBMIT ALL DOCUMENTS AND PAGES IN SECTION “III. BID DOCUMENTS”

PROPOSAL SCHEDULE
Project No: 21014 & 21015

CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS
REVISED BASE BID SCHEDULE PER ADDENDUM 2
Bid
Item
Description Qty Unit Unit Cost Total
Cost
1 3925 S Ellesford Ave. Remove and replace PCC curb
and gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
30 LF $ $
2a
1422 E Mardina St. Remove and replace PCC residential
driveway approach per SPPWC Std Plan 110-2 to match
existing. Curb and gutter, and AC slot patch is paid
under a separate bid item.
180 SF $ $
2b
1422 E Mardina St. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
22 LF $ $
3a
525 S Dancove Dr. Remove and replace PCC residential
driveway approach per SPPWC Std Plan 110-2 to match
existing. Curb and gutter, and AC slot patch is paid
under a separate bid item.
96 SF $ $
3b
525 S Dancove Dr. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
30 LF $ $
4a
1434 S Ardilla Ave. Remove and replace PCC
residential driveway approach per SPPWC Std Plan
110-2 to match existing. Curb and gutter, and AC slot
patch is paid under a separate bid item.
145 SF $ $
4b
1434 S Ardilla Ave. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
27 LF $ $
5a
1908 E Walnut Creek Pkwy. Remove and replace PCC
residential driveway approach per SPPWC Std Plan
110-2 to match existing. Curb and gutter, and AC slot
patch is paid under a separate bid item.
70 SF $ $
5b 1908 E Walnut Creek Pkwy. Remove and replace 4"
PCC sidewalk. 38 SF $ $
6a
1804 E Greenville Dr. Remove and replace PCC
residential driveway approach per SPPWC Std Plan
110-2 to match existing. Curb and gutter, and AC slot
patch is paid under a separate bid item.
347 SF $ $
6b 1804 E Greenville Dr. Remove and replace PCC curb
and gutter per SPPWC Std Plan 120-3 to match existing. 43 LF . $ Addendum 2, Citywide Sidewalk, Curb & Gutter Repairs Document Control Page 4 of 8

70.00 2,100.00

16.00 2,880.00

70.00 70.00

16.00 16.00

20.00 16.00

16.00 1,540.00
1,536.00
2,100.00
2,320.00
1,890.00
1,400.00
608.00
5,552.00
3,010.00
BID DOCUMENTS III-3
BIDDER SHALL COMPLETE AND SUBMIT ALL DOCUMENTS AND PAGES IN SECTION “III. BID DOCUMENTS” Bid
Item
Description Qty Unit Unit Cost Total
Cost
Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
7 2208 W Alwood St. Remove and replace 4" PCC
sidewalk. 196 SF $ $
8 1814 W. Mossberg. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
79 LF $ $
9 2129 E Cameron Ave. Remove and replace 4" PCC
sidewalk. 45 SF $ $
10a
2729 Greenleaf Dr. Remove and replace PCC
residential driveway approach per SPPWC Std Plan
110-2 to match existing. Curb and gutter, and AC slot
patch is paid under a separate bid item.
140 SF $ $
10b
2729 Greenleaf Dr. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
22 LF $ $
11 2618 E Marlena St. Remove and replace 4" PCC
sidewalk. Work includes root pruning.
44 SF $ $
12a
1723 E Idahome St. Remove and replace PCC
residential driveway approach per SPPWC Std Plan
110-2 to match existing. Curb and gutter, and AC slot
patch is paid under a separate bid item.
170 SF $ $
12b
1723 E Idahome St. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
40 LF $ $
13a
1711 E Mardina St. Remove and replace PCC
residential driveway approach per SPPWC Std Plan
110-2 to match existing. Curb and gutter, and AC slot
patch is paid under a separate bid item.
170 SF $ $
13b
1711 E Mardina St. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
20 LF $ $
14a
1641 S Siesta Ave. Remove and replace PCC residential
driveway approach per SPPWC Std Plan 110-2 to match
existing. Curb and gutter, and AC slot patch is paid
under a separate bid item.
140 SF $ $
14b
1641 S Siesta Ave. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
20 LF $ $
15 602 S Hollenbeck St. Remove and replace PCC curb and gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
50 LF $ $
Addendum 2, Citywide Sidewalk, Curb & Gutter Repairs Document Control Page 5 of 8

16.00 16.00

16.00 70.00

70.00 70.00

70.00 3,136.00
5,530.00
720.00
2,240.00
1,540.00
704.00
2,720.00
2,800.00
2,720.00
1,400.00
2,240.00

70.00 70.00
1,400.00
3,500.00
BID DOCUMENTS III-4
BIDDER SHALL COMPLETE AND SUBMIT ALL DOCUMENTS AND PAGES IN SECTION “III. BID DOCUMENTS” Bid
Item
Description Qty Unit Unit Cost Total
Cost
Foot Strip X 8" Deep of AC Pavement Section).
16 603 N La Sena Ave. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
82 LF $ $
17 232 N Ardilla Ave. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
140 LF $ $
18a
2329 W Channing St. Remove and replace PCC
residential driveway approach per SPPWC Std Plan
110-2 to match existing. Curb and gutter, and AC slot
patch is paid under a separate bid item.
50 SF $ $
18b
2329 W Channing St. Remove and replace PCC curb
and gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
15 LF $ $
19 2639 Greenleaf Dr. Remove and replace 4" PCC
sidewalk. 68 SF $ $
20a
2256 W Doublegrove St. Remove and replace PCC
residential driveway approach per SPPWC Std Plan
110-2 to match existing. Curb and gutter, and AC slot
patch is paid under a separate bid item.
133 SF $ $
20b
2256 W Doublegrove St. Remove and replace PCC curb
and gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
30 LF $ $
21 2640 Fenmead St. Remove and replace 4" PCC
sidewalk. Work includes root pruning.
200 SF $ $
22 East side of Azusa Avenue between Vine and Alaska.

Remove and replace 4" PCC sidewalk. 208 SF $ $
23 3312 Flemington Dr. Remove and replace 4" PCC
sidewalk. 168 SF $ $
24 3320 Flemington Drive. Remove and replace 4" PCC
sidewalk. 30 SF $ $
25 1311 W Carlton Ave. Remove and replace PCC curb
and gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
110 LF $ $
26 3055 E Eddes St. (on Cameron Ave.). Remove and
replace 4" PCC sidewalk. 56 SF $ $
27a
1212 W Eckerman Ave. Remove and replace PCC
residential driveway approach per SPPWC Std Plan
110-2 to match existing. Curb and gutter, and AC slot
patch is paid under a separate bid item.
171 SF $ $
Addendum 2, Citywide Sidewalk, Curb & Gutter Repairs Document Control Page 6 of 8

70.00 70.00

70.00 20.00

16.00 16.00

16.00 16.00
5,740.00
9,800.00
1,000.00
1,050.00
1,088.00
2,128.00
2,100.00
3,200.00
3,328.00
2,688.00
480.00
7,700.00
896.00
2,736.00
BID DOCUMENTS III-5
BIDDER SHALL COMPLETE AND SUBMIT ALL DOCUMENTS AND PAGES IN SECTION “III. BID DOCUMENTS” Bid
Item
Description Qty Unit Unit Cost Total
Cost
27b
1212 W Eckerman Ave. Remove and replace PCC curb
and gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section). Work
includes root pruning.
25 LF $ $
28a 1760 S Lang Ave. Remove and replace 4" PCC
sidewalk. 128 SF $ $
28b
1760 S Lang Ave. Remove and replace PCC curb and
gutter per SPPWC Std Plan 120-3 to match existing.

Work shall include AC slot patch (reconstruction of 1
Foot Strip X 8" Deep of AC Pavement Section).
30 LF $ $
29 1142 S Azusa Ave. Remove and replace 4" PCC
sidewalk. Work includes root pruning.
400 SF $ $
30a North side of Amar Rd between S Brentwood Dr and S
Azusa Ave. Remove and replace 4" PCC sidewalk. 5,840 SF $ $ 30b North side of Amar Rd between S Brentwood Dr and S
Azusa Ave. Install 6” retaining curb behind sidewalk. 750 LF $ $ TOTAL BASE BID AMOUNT IN NUMBERS: $ ________________
TOTAL BASE BID AMOUNT IN WORDS: ______________________________________ ______________________________________________________________________________ REVISED ADDITIVE ALTERNATE BID SCHEDULE PER ADDENDUM 2
Bid
Item
Description Qty Unit Unit Cost Total
Cost
A.1
North side of Amar Rd between S Brentwood Dr and S
Azusa Ave. Remove existing trees (10 each) including
removal of rootballs and soil backfill complete along
north side of Amar Rd between S Brentwood Dr and S
Azusa Ave.
10 EA $ $
TOTAL ADDITIVE ALTERNATE BID AMOUNT IN NUMBERS: $ ________________ TOTAL ADDITIVE ALTERNATE BID AMOUNT IN WORDS: _____________________ ______________________________________________________________________________ Addendum 2, Citywide Sidewalk, Curb & Gutter Repairs Document Control Page 7 of 8

70.00 1,750.00
2,048.00
2,100.00
6,400.00
93,440.00
45,000.00

70.00 60.00

16.00 16.00

16.00 250,258.00

TWO HUNDRED FIFTY THOUSAND TWO HUNDRED FIFTY-EIGHT DOLLARS ZERO CENTS BID DOCUMENTS III-6
BIDDER SHALL COMPLETE AND SUBMIT ALL DOCUMENTS AND PAGES IN SECTION “III. BID DOCUMENTS” The award of Contract shall be based on the TOTAL BASE BID AMOUNT.

The ADDITIVE AND DEDUCTIVE ALTERNATE BID ITEMS shown per the ADDITIVE AND DEDUCTIVE ALTERNATE BID SCHEDULE above will not be taken into account in determining the lowest responsible bidder. City may add bid items from the ADDITIVE AND DEDUCTIVE ALTERNATE BID SCHEDULE at the sole and complete discretion of the City as part of the performance of the contract In the case of discrepancies in the amount of bid, unit prices shall govern over extended amounts, and words shall govern over figures.

Full compensation for the items listed to the
right as Items A, B, C, D and E are considered
as inclusive in each Bid Item listed above in the
Bid Schedule as applicable, and no additional
and/or separate compensation will be allowed.

A. Mobilization / Demobilization
B. Traffic Control
C. NPDES, WWECP, and Best Management
Practices (BMPs), Public Convenience and
Safety
D. Construction Staking by Land Surveyor
E. Clearing and Grubbing
The bid prices shall include any and all costs, including labor, materials, appurtenant expenses, taxes, royalties and any and all other incidental costs to complete the project, in compliance with the Bid and Contract Documents and all applicable codes and standards.

The City reserves the right to add, delete, increase, or decrease the amount of any quantity shown and to delete any item from the contract and pay the contractor at the bid unit prices so long as the total amount of change does not exceed 25% (plus or minus) of the total bid amount for the entire project. If the change exceeds 25%, a change order may be negotiated to adjust unit bid prices.

All other work items not specifically listed in the bid schedule, but necessary to complete the work per bid and contract documents and all applicable codes and standards are assumed to be included in the bid prices.

A bid is required for the entire work, that the quantities set forth in the Bid Schedule are to calculate total bid amount, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed.

Addendum 2, Citywide Sidewalk, Curb & Gutter Repairs Document Control Page 8 of 8

EXHIBIT B

CERTIFICATES OF INSURANCE

EXHIBIT C
BONDS
ATTACHMENT NO. 2
RESOLUTION NO. 2024-34

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WEST COVINA, CALIFORNIA, ADOPTING A BUDGET

AMENDMENT FOR THE FISCAL YEAR COMMENCING
JULY 1, 2024 AND ENDING JUNE 30, 2025 (FY 2023-24

CITYWIDE SIDEWALK, CURB & GUTTER REPAIRS)
The City Council of the City of West Covina hereby finds and declares as follows:

WHEREAS, on May 7, 2024, the City Manager presented to the City Council a proposed budget for Fiscal Year 2024-25 in compliance with Section 2-151(m) of the West Covina Municipal Code; and
WHEREAS, the City held meetings and community workshops and conducted an online budget survey in order to solicit input from the public regarding the proposed budget; and
WHEREAS, on June 4, 2024, the City Council adopted a budget for the 2024-2025 Fiscal Year; and
WHEREAS, amendments must periodically be made to the budget to conform to changed circumstances following adoption of the budget.

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

SECTION 1. The City Council hereby approves Budget Amendment No. 2025-02, attached hereto as Exhibit A, for Fiscal Year 2024-25.

SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall enter the same in the book of original resolutions and it shall become effective immediately.

APPROVED AND ADOPTED this 18th day of June, 2024.

Brian Calderón Tabatabai
Mayor

APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick
City Attorney Assistant City Clerk
I, LISA SHERRICK, Assistant City Clerk of the City of West Covina, California, do hereby certify that the foregoing Resolution No. 2024-34 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 18th day of June, 2024, by the following vote of the City Council:

AYES:

NOES:

ABSENT:

ABSTAIN:

Lisa Sherrick
Assistant City Clerk
Exhibit A
City of West Covina
Fiscal Year 2024-25
Budget Amendment No. 2025-02
Citywide Sidewalk, Curb & Gutter Repairs
Fund No. - Name
Current
Budget
Proposed
Amendment
Amended
Budget
Fun 128-Transportation Development Act
Revenue 70,900 48,600 119,500
Expenditures 70,000 48,600 118,600
Net Change in Fund Balance 900 0 900
PROJECT LOCATION MAP Lark Ellen Ave
City Boundary

P R O J E C T L O C A T I O N S
3925 S Ellesford Ave
1422 E Mardina St
1434 S Ardilla
525 S Dancove Dr
1908 E Walnut Creek Pkwy
1804 E Greenville Dr
2208 W Alwood St
2129 E Cameron Ave
1814 W Mossberg
2729 Greenleaf Dr
1 2
5 2618 E Marlena St
1723 E Idahome St
1711 E Mardina St
1641 S Siesta Ave
4 9 13
6 10 14
3 7 11 15
8 12
1 4 3
8 7
5 2
6 9
10 11
12 13
14 602 S Hollenbeck St
15 ATTACHMENT NO.3

PROJECT LOCATION MAP

P R O J E C T L O C A T I O N S
City Boundary

L E G E N D
603 N La Sena Ave
232 N Ardilla Ave
2329 W Channing St
2640 Fenmead St
2256 W Doublegrove St
Azusa Avenue between Vine and
AlaskaLark Ellen Ave Azusa Ave
16 17
20 3320 Flemington Drive
1311 W Carlton Ave
3055 E Eddes St. (on Cameron
Ave.).

N side of Amar Rd between S
Azusa Ave and S Brentwood Dr
24 21 25 29
18 22 26
17 16
18 19
20 21
22 23
24 25
26 28 1760 S Lang Ave
1142 S Azusa Ave
19 2639 Greenleaf Dr 23 3312 Flemington Dr 27 1212 W Eckerman Ave 30 27
28 29
30 AGENDA ITEM NO. 5

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: June 18, 2024
TO: Mayor and City Council
FROM: Paulina Morales, City Manager
SUBJECT: CONSIDERATION OF THE THIRD QUARTER FINANCIAL REPORT AND BUDGET AMENDMENT FOR FISCAL YEAR 2023-24
RECOMMENDATION:

It is recommended that the City Council take the following actions:

1. Receive and file the Third Quarter Financial Report for Fiscal Year 2023-24; and

2. Adopt the following resolution:

RESOLUTION NO. 2024-35 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST

COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2023 AND ENDING JUNE 30, 2024 (THIRD QUARTER FINANCIAL

REPORT)
BACKGROUND:

This report is intended only to provide the City Council and the public with an overview of the City’s general fiscal condition. The financial information included in this report is preliminary, unaudited and subject to revision upon completion of the City's closing and audit. The City will make the Quarterly Financial Report available on the City’s website for review by the City’s stakeholders.

DISCUSSION:

The City has completed the third quarter of Fiscal Year 2023-24. The Quarterly Report (Attachment No. 1) summarizes the overall financial performance of the City for the period of July 1, 2023 through March 31, 2024, but it is not meant to be inclusive of all finance and accounting transactions. While the focus of the report is the General Fund, summary financial information is also provided for the Enterprise Fund and Special Revenue Funds.

The information presented reports revenues as they are received and expenditures when paid.

Revenues and expenditures are only accrued at year-end to account for such activity in the correct fiscal year. Additionally, a budget amendment (Attachment No. 2) is proposed with the Quarterly Report to adjust revenue and expenditures based on activity to date.

LEGAL REVIEW:

The City Attorney's Office has reviewed the resolution and approved it as to form.

Fiscal Impact
FISCAL IMPACT:

The original General Fund budget for FY 2023-24 had a net change in fund balance of $176,081. The first quarter budget amendment had a positive net change of $33,796. The second quarter amendment included the use of unassigned fund balance ($2,815,500) and had an overall net change of negative $2,775,472. The third quarter amendment proposes adding $661,800 in revenue and $581,240 in expenditures for net change of positive $80,560.

The proposed amendment includes the following changes to General Fund (Fund 110) appropriations:

General Fund Original
Budget
Current
Budget
Requested
Budget BA
Amended
Budget
Revenue
Charges for Services             6,328,728        7,957,308            70,000         8,027,308 Cost Recovery               321,100           321,100          142,300           463,400 Fines & Forfeitures               970,720        1,090,720            14,400         1,105,120 Interdepartmental Charges             1,196,200        1,196,200         1,196,200 Licenses & Permits             2,885,800        3,091,800         3,091,800 Other Revenues               194,030           194,030           194,030 Other Taxes             9,758,500        9,758,500         9,758,500 Property Tax           32,710,100      32,710,100          369,500       33,079,600 Revenue from Other Agencies             3,063,600        3,073,600            65,600         3,139,200 Sales Tax           23,026,000      23,750,000       23,750,000 Transfers In               159,762           159,762           159,762 Use of Money & Property             1,313,500        1,863,500         1,863,500 Revenue Total 81,928,040 85,166,620 661,800 85,828,420
Expenditures
Administration             1,569,154        1,602,984         1,602,984 City Clerk               369,777           376,097           376,097 Community Development             2,832,565        3,414,715          267,400         3,682,115 Finance             3,685,801        3,692,806         3,692,806 Fire           20,880,808      21,439,128          113,840       21,552,968 Human Resources               805,967           813,337           813,337 Police           30,940,622      31,038,922          150,000       31,188,922 Public Services             5,467,890        5,474,971            50,000         5,524,971 Transfers Out           15,199,375      19,801,375       19,801,375 Expenditures Total 81,751,959 87,654,335 581,240 88,235,575 Revenue Less Expenditures 176,081 (2,487,715) 80,560 (2,407,155) Summary of Budget Changes
BA# 2024-04, Resolution No. 2023-89                (20,000) BA# 2024-06, Resolution No. 2023-104                 33,796 BA# 2024-07, Resolution No. 2024-11* -2,775,472    *Includes use of Unassigned Fund Balance BA# 2024-08, Resolution No. 2024-15 97,880
(2,663,796)
Attachments
Attachment No. 1 - Third Quarter Financial Report
Attachment No. 2 - Resolution No. 2024-35
CITY COUNCIL GOALS & OBJECTIVES: Achieve Fiscal Sustainability and Financial Stability Enhance City Image and Effectiveness

CITY OF WEST COVINA

THIRD QUARTER FINANCIAL REPORT
Fiscal Year 2023-24
ATTACHMENT NO. 1
The City has completed the third quarter of Fiscal Year (FY) 2023-24. This report summarizes the overall
financial performance of the City for the period of July 1, 2023, through March 31, 2024, but it is not meant
to be inclusive of all finance and accounting
transactions. While the focus of the report is the
General Fund, summary financial information is also
provided for the Enterprise Fund and Special Revenue
Funds. The information presented is unaudited. This
report is intended to provide City Council and the
public with an overview of the City’s general fiscal
condition.

The revenue and expenditures per the Budget to YearTo-Date (YTD) Actual comparisons include adjustments for carryovers and any appropriations
made as of March 31, 2024. The information
presented reports revenues as they are received and
expenditures when paid. Revenues and expenditures
are only accrued at year end to account for such
activity in the correct fiscal year.

GENERAL FUND
The General Fund (GF) is the general operating fund
for the City. It provides the resources to sustain the
day-to-day activities and services to the community.

All nine departments receive support, either directly
or indirectly, from the General Fund.

Chart 1: GF Budget vs. YTD Actual
Revenue Expenditures
$100,000,000
$90,000,000
$80,000,000
$70,000,000
$60,000,000
$50,000,000
$40,000,000
$30,000,000
$20,000,000
$10,000,000
$0
$85,166,620.0
$50,009,860.0
$87,654,340.0
$53,114,970.0
Current Budget Sum of Actual YTD
The General Fund original budget for FY 2023-24 was
$81.9 million in revenue, $81.8 million in
expenditures, and a total revenue less expenditures of
$176,081. With 75% of the year complete, General
Fund revenues are 58.7% of budget, and expenditures
are 60.4%. Total revenues are $50 million, and
expenditures are $52.9 million leaving a total revenue
less expenditures negative $2.9 million.

GENERAL FUND REVENUE
The City’s two major General Fund revenue sources
are Property Tax and Sales Tax which make up 65% of
the General Fund revenues combined.

Table 1: GF Revenue – Budget vs. YTD Actual
Revenue Source
Current
Budget YTD Actual %
Property Tax 32,710,100 17,633,585 53.9%
Sales Tax 23,750,000 14,773,800 62.2%
Other Taxes 9,758,500 5,453,005 55.9%
Charges for Services 7,957,308 5,889,876 74.0%
Licenses & Permits 3,091,800 2,188,872 70.8%
Revenue from Other
Agencies 3,073,600 551,615 17.9%
Use of Money &
Property 1,863,500 1,307,173 70.1%
Interdepartmental
Charges 1,196,200 897,158 75.0%
Fines & Forfeitures 1,090,720 761,083 69.8%
Cost Recovery 321,100 463,400 144.3%
Other Revenues 194,030 90,290 46.5%
Transfers In 159,762 0 0.0%
Grand Total 85,166,620 50,009,857 58.7%

PROPERTY TAX
Included in this line item are Property Taxes, Property Taxes In-Lieu of Vehicle License Fees (VLF), and
City of West Covina Third Quarter Financial Report FY 2023-2024 2 | P a g e
residual payments from the dissolution of the former
redevelopment agency. The first major property tax
distribution was received in December. The VLF will be
over budget by $369,500. Staff has included this in the proposed budget amendment.

SALES TAX
As of March 31, 2024, the allocation received
represents approximately 62.2% of the total sales tax
allocation for the year. This is typical for this time of year as there is a two-month lag in sales tax
distributions. The City will continue to receive sales tax allocations with the final quarter allocation distributed by the California State Department of Taxes and Fees
Administration (CDTFA) in August 2024. The City
receives its sales tax projections from HdL.

OTHER TAXES
This category includes Franchise Fees, Business
License, Transient Occupancy Tax (TOT), and Property
Transfer Tax. At the end of the third quarter $5.4M or

55.9 percent of the original budget projection had
been realized. This is due to a lag in when these
revenues are received. Additionally, business license
revenue is not evenly disbursed throughout the year.

CHARGES FOR SERVICES
These revenues include plan check and zoning related
fees, recreation fees, interfund charges, police, and
fire fees. These fees are trending as projected at 74%
or $5.9 million through March 31, 2024.

LICENSE & PERMITS
Revenues for licenses & permits include building and
engineering permits, and animal licenses. Revenue
projections are trending a little under budget at 70.8% of the original budget projection or $2.2 million.

REVENUES FROM OTHER AGENCIES
This category includes Vehicle In-Lieu, State Mandated
Cost reimbursements, and the exchange of
Proposition A funds, the largest revenue source in this category. Most of this revenue is received once within
the fiscal year. Additionally, the Prop A Exchange ($2.3 million) does not occur until the end of the fiscal year.

COST RECOVERY
This category includes mutual aid cost reimbursement
for Fire strike team deployments. As of the third
quarter, the City had received $463,400 in
reimbursements – 144% over budget. This overage is
included in the proposed budget amendment.

INTERDEPARTMENTAL CHARGES
This category includes overhead chargebacks from
internal service funds: General Liability, Workers
Compensation, and Fleet Maintenance. These charges
are billed monthly and equally distributed.

USE OF MONEY & PROPERTY
This category includes rental and interest income.

These are trending slightly under budget at 70% or
$1.3 million through March 31, 2024.

FINES & FORFEITURES
This category includes late payment penalties,
collection agency fees, code fines, vehicle impound
fees, and administrative citations. Overall, fines and
forfeitures are 69.8 percent for the quarter.

OTHER REVENUES
This category includes proceeds from auction,
advertising, final map, and other miscellaneous
revenue. At the end of the third quarter, $90k or

46.5% of the budget has been realized.

TRANSFERS IN
This category includes a transfer from the Successor
Agency for administrative costs. This transfer is made
at the end of the fiscal year.

City of West Covina Third Quarter Financial Report FY 2023-2024 3 | P a g e

REVENUES PROJECTIONS
Revenue projections are revised with the Quarterly
Report based on actuals to date. The total proposed
adjustment is an increase of $661,800 in revenue for
the General Fund.

Table 2: GF Revenue Projection
Revenue Source
Current
Budget
Proposed
Adj.

Revised
Projection
Property Tax 32,710,100 369,500 33,079,600
Sales Tax 23,750,000 23,750,000
Other Taxes 9,758,500 9,758,500
Charges for
Services 7,957,308 70,000 8,027,308
Licenses & Permits 3,091,800 3,091,800
Revenue from
Other Agencies 3,073,600 65,600 3,139,200
Use of Money &
Property 1,863,500 1,863,500
Interdepartmental
Charges 1,196,200 1,196,200
Fines & Forfeitures 1,090,720 14,400 1,105,120
Cost Recovery 321,100 142,300 463,400
Other Revenues 194,030 194,030
Transfers In 159,762 159,762
Grand Total 85,166,620 661,800 85,828,420

GENERAL FUND EXPENDITURES
As of March 31, 2024, with 75% of the year complete,

60.4% of the General Fund budget was expensed (see
Table 3). All departments are trending under budget
(under 75%).

Table 3: GF Expenditures – Budget vs. YTD Actual
Department Current Budget YTD Actual %
Administration 1,602,984 1,167,825 72.9%
City Clerk 376,097 215,226 57.2%
Community
Development 3,414,715 2,008,169 58.8%
Finance 3,692,806 2,430,266 65.8%
Fire 21,439,128 15,748,110 73.5%
Human Resources 813,337 420,015 51.6%
Police 31,038,922 22,996,049 74.1%
Public Services 5,474,971 3,870,414 70.7%
Transfers Out 19,801,375 4,085,295 20.6%
Grand Total 87,654,335 52,941,369 60.4%
Overall, total General Fund Revenue ($50M) less
expenditures ($52.9M) for the year is negative $2.9M
million. Negative revenue less expenditures is typical
for this time of year due to the lag in property and
sales tax revenue – the City’s primary revenue sources.

Except for FY 2020-21, when the City had an influx of
revenue due to the lease revenue bonds, current year
revenue less expenditures are up from prior years.

Chart 2: GF 3rd Quarter Revenue Less Expenditures by FY City of West Covina Third Quarter Financial Report FY 2023-2024 4 | P a g e

GENERAL FUND OVERTIME
Table 4 summarizes overtime by department within
the General Fund. Overtime is over budget in
Administration and trending over budget in
Community Development and Public Services. Police is
trending slightly over budget and Fire is trending
under budget.

Table 4: GF Overtime YTD
Department
Current
Budget
YTD GF
Overtime %
Administration 1,000 1,064 106.4%
Community
Development 9,000 8,624 95.8%
Finance 2,400 805 33.5%
Fire 3,711,900 2,158,796 58.2%
Human Resources 200 86 43.1%
Police 3,268,000 2,547,364 77.9%
Public Services 138,400 124,992 90.3%
Transfers Out 4,602,000 0 0.0%
Grand Total 11,732,900 4,841,731 41.3%

PROPOSED BUDGET AMENDMENT
The original General Fund budget for FY 2023-24 had a
net change in fund balance of $176,081. The first
quarter budget amendment had a positive net change
of $33,796. The second quarter amendment included
the use of unassigned fund balance ($2,815,500) and
had an overall net change of negative $2,775,472. The
third quarter amendment proposes adding $661,800
in revenue and $581,240 in expenditures for net
change of positive $80,560. Table 5 summarizes the
proposed amendment.

The proposed General Fund budget amendment
includes the following:

Revenue Increases ($661,800): Property Tax
($369,500), Charges for Services ($70,000), Revenue
from Other Agencies ($65,600), Fines & Forfeitures
($14,400), and Cost Recovery ($142,300).

Engineering Services ($267,400): professional services
are trending over budget due to an increase in
development plan reviews.

Vehicle Maintenance ($150k): vehicle maintenance
expenses are over in Police ($100k) and Public Services ($50k) due to necessary repairs and maintenance to
the City’s fleet. The net impact is $150k.

Mutual Aid Overtime ($113.8k): expenditures are
proposed to be increased in relation to the revenue.

Police Contract Services ($50k): the police
department is implementing a new software for
citations ($28,400) and has services for fines and
forfeitures collections is running over budget
($21,600).

Table 5: Summary of Proposed GF Budget Amendment
Department Current
Budget
Requested
BA
Amended
Budget
Administration 1,602,984 0 1,602,984
City Clerk 376,097 0 376,097
Community
Development 3,414,715 267,400 3,682,115
Finance 3,692,806 0 3,692,806
Fire 21,439,128 113,840 21,552,968
Human Resources 813,337 0 813,337
Police 31,038,922 150,000 31,188,922
Public Services 5,474,971 50,000 5,524,971
Transfers Out 19,801,375 0 19,801,375
Grand Total 87,654,335 581,240 88,235,575
City of West Covina Third Quarter Financial Report FY 2023-2024 5 | P a g e
ENTERPRISE FUND (FUND 375)
This fund accounts for the computer services provided
by the Police Department to other public safety
agencies for a fee. The programs are marketed to both
public and private agencies. The Police Department
also utilizes these products and services. Revenue is
generally billed once annually. Expenditures are
trending under budget.

Table 6: Police Enterprise Budget vs. YTD Actuals
Type Current
Budget
YTD
Actual %
Revenue 647,280 4,623 0.7%
Expenditures 685,998 406,992 59.3%
Revenue Less Expenditures (38,718) (402,369)
SPORTSPLEX (FUND 242)
This fund accounts for activity at the Sportsplex, a
recreational facility with softball fields, a pavilion, playgrounds, and restaurants. Budget versus actual
comparisons for both revenue and expenditures for
the Sportsplex are presented in Table 7 below.

The Sportsplex budget is trending under budget on
revenue and over in expenditures by 78.5 percent.

Table 7: Sportsplex Budget vs. YTD Actuals
Type Current
Budget
YTD
Actual %
Revenue
Transfers In 617,763 0 0.0%
Charges for Services 224,000 42,355 18.9%
Use of Money & Property 114,900 86,923 75.7%
Other Revenues 800 1,800 225.0%
Revenue Total 957,463 131,078 13.7%
Expenditures
Salaries & Benefits 511,263 425,111 77.0%
Materials & Services 410,500 316,234 83.1%
Capital 35,700 10,700 30.0%
Expenditures Total 957,463 752,044 78.5%
Revenue less Expenditures 0 (620,967)

OTHER FUNDS
Table 8 shows budget versus actuals for other funds:

Table 8: Other Funds Budget vs. YTD Actuals
Fund Grouping Current
Budget YTD Actual %
Assessment Districts
Revenue 4,325,200 2,808,570 64.9%
Expenditures 6,422,881 2,906,376 41.6%
Capital Project Funds
Revenue 2,041,990 1,000,631 49.0%
Expenditures 10,509,601 535,601 7.8%
CDBG
Revenue 291,511 173,701 59.6%
Expenditures 1,184,726 179,640 15.0%
Debt Service
Revenue 16,046,292 4,690,991 29.2%
Expenditures 15,453,591 12,464,946 80.7%
Gas Tax
Revenue 3,107,904 2,011,959 64.7%
Expenditures 4,311,230 2,351,759 47.5%
Grant Funds
Revenue 1,065,908 337,663 31.7%
Expenditures 22,321,307 1,636,772 20.8%
Housing Authority
Revenue 72,000 128,515 178.5%
Expenditures 981,796 893,461 86.6%
Internal Service Funds
Revenue 9,083,329 5,367,800 59.1%
Expenditures 9,713,845 10,180,459 106.6%
Metro Funds
Revenue 10,362,264 7,090,401 68.4%
Expenditures 13,299,254 3,083,944 15.1%
Other SR Funds
Revenue 4,250,082 5,273,795 124.1%
Expenditures 8,297,973 3,488,476 34.4%
SB1
Revenue 3,309,511 2,321,244 70.1%
Expenditures 6,515,933 227,161 12.1%
Sewer Maintenance
Revenue 4,352,200 2,580,464 59.3%
Expenditures 6,572,517 1,920,157 16.1%
Successor Agency
Revenue 2,847,944 2,091,348 73.4%
Expenditures 3,504,492 1,871,200 53.2%
City of West Covina Third Quarter Financial Report FY 2023-2024 6 | P a g e
In addition to the proposed amendments to the
General Fund, the following is recommended:

Maintenance Districts ($116,500): the Citywide
Maintenance District Fund is overbudget ($66,500)
due to professional services for engineering and the
Sewer Maintenance Fund is overbudget ($50,000) due
to emergency underpass cleanouts necessary from
flooding during rainstorms.

Vehicle Maintenance Charges ($350,000): vehicle
chargebacks and sublet repairs are both proposed to
be increased by $350,000 for vehicle repairs and
maintenance.

Self-Insurance General/Auto Liability and Workers'
Comp ($3,000,000): claims paid are estimated to be
over budget in both the General Liability ($2.5 million) and Workers’ Compensation ($500k) funds. Some of
these expenditures will be reimbursed by the City’s
excess carrier, therefore, no transfers in are proposed until the City’s final liabilities can be determined.

Table 9: Summary of Proposed Amendment to Other Funds
Other Funds
Current
Budget
Requested
BA
Amended
Budget
Citywide Maintenance District (188)
Expenditures 15,000 66,500 81,500
Fleet Management (365)
Revenue 377,200 350,000 727,200
Expenditures 172,000 350,000 522,000
Self-Insurance General/Auto Liability (361)
Expenditures 3,486,800 2,500,000 5,986,800
Self-Insurance Workers' Comp (363)
Expenditures 3,054,954 500,000 3,554,954
Sewer Maintenance (189)
Expenditures 66,231 50,000 116,231

FOR MORE INFORMATION
This summary report is derived from detailed financial
information generated by the City’s Finance
Department. Additional financial information is
available online at www.westcovina.org.

ATTACHMENT NO. 2
RESOLUTION NO. 2024-35

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WEST COVINA, CALIFORNIA, ADOPTING A BUDGET

AMENDMENT FOR THE FISCAL YEAR COMMENCING
JULY 1, 2023 AND ENDING JUNE 30, 2024 (THIRD

QUARTER FINANCIAL REPORT)
WHEREAS, on April 18, 2023, the City Manager presented to the City Council a proposed budget for Fiscal Year 2023-24 in compliance with Section 2-151(m) of the West Covina Municipal Code; and
WHEREAS, following the initial presentation of the proposed budget for Fiscal Year 2023-24, the City held meetings and community workshops and conducted an online budget survey in order to solicit input from the public regarding the proposed budget; and WHEREAS, on June 6, 2023, the City Council adopted a budget for the 2023-2024 Fiscal Year; and
WHEREAS, amendments must periodically be made to the budget to conform to changed circumstances following adoption of the budget.

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

SECTION 1. The City Council hereby approves Budget Amendment No. 2024-12, attached hereto as Exhibit A, for Fiscal Year 2023-24.

SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall enter the same in the book of original resolutions and it shall become effective immediately.

APPROVED AND ADOPTED this 18th day of June, 2024.

Brian Calderón Tabatabai
Mayor

APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick
City Attorney Assistant City Clerk
I, LISA SHERRICK, Assistant City Clerk of the City of West Covina, California, do hereby certify that the foregoing Resolution No. 2024-35 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 18th day of June, 2024, by the following vote of the City Council:

AYES:

NOES:

ABSENT:

ABSTAIN:

Lisa Sherrick
Assistant City Clerk
Exhibit A
City of West Covina
Fiscal Year 2023-24
Budget Amendment No. 2024-12
Third Quarter Financial Report
Fund Name (Fund No.)
Current
Budget
Proposed
Amendment
Amended
Budget
General Fund (110)
Revenue 85,166,620 661,800 85,828,420
Expenditures 87,654,335 581,240 88,235,575
General Fund (110) Total -2,487,715 80,560 -2,407,155
Citywide Maintenance District (188)
Revenue 1,877,020 0 1,877,020
Expenditures 2,548,195 66,500 2,614,695
Citywide Maintenance District (188) Total -671,175 -66,500 -737,675 Fleet Management (365)
Revenue 1,356,200 350,000 1,706,200
Expenditures 1,356,200 350,000 1,706,200
Fleet Management (365) Total 0 0 0
Self-Insurance General/Auto Liability (361)
Revenue 4,852,700 0 4,852,700
Expenditures 4,852,700 2,500,000 7,352,700
Self-Insurance General/Auto Liab. (361) Total 0 -2,500,000 -2,500,000 Self-Insurance Workers' Comp (363)
Revenue 2,497,039 0 2,497,039
Expenditures 3,054,954 500,000 3,554,954
Self-Insurance Workers' Comp (363) Total -557,915 -500,000 -1,057,915 Sewer Maintenance (189)
Revenue 4,352,200 0 4,352,200
Expenditures 6,572,517 50,000 6,622,517
Sewer Maintenance (189) Total -2,220,317 -50,000 -2,270,317 AGENDA ITEM NO. 6

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: June 18, 2024
TO: Mayor and City Council
FROM: Paulina Morales, City Manager
SUBJECT: APPROVAL OF PURCHASE ORDER FOR FORD FLEET CARE FY 2024-25 RECOMMENDATION:

It is recommended that the City Council:

Authorize the City Manager to issue a purchase order to Ford Fleet Care utilizing the Sourcewell Cooperative Purchasing Agreement for Fiscal Year 2024-25.

1. Authorize the City Manager to execute any purchase order change orders within the FY2024-25 budget for Fund 365, Fleet Management.

2. BACKGROUND:

In January of 2018, the City began using Ford Fleet Care, a credit line through Ford Motor Company that can be used at any Ford dealership for parts and service. Because the City fleet consists of mostly Ford vehicles that are still covered under manufacturer's warranty, the vehicles must go to an authorized Ford dealer for repair.

Dealerships that bill through Ford Fleet Care can repair most of the City’s Ford and non-Ford vehicles.

The City's Fleet consists of 50 non-Ford vehicles and 125 Ford vehicles, with only 39 vehicles still under warranty. Most of the City's Fleet vehicles are Police and Public Services Department vehicles. The City uses various Ford vendors for City Fleet repairs (i.e. Performance Ford of West Covina, Puente Hills Ford and Ken Grody Ford).

DISCUSSION:

The City participates in the various programs offered through the Sourcewell Cooperative Purchasing Agreement with Ford (#101520-FMXC expiring 12/14/2025) that includes the Ford Pro National Parts Discount Program and Ford Fleet Advantage Program that provides the ability to purchase vehicles at the fleet discount rate. The City utilizes Ford Fleet Care to self-manage its fleet of vehicles with monthly single consolidated invoices replacing the multiple repair orders or part invoices, ensuring that all discounts are applied. This service is available for fleets of Ford, Lincoln and Mercury vehicles, as well as non-Ford vehicles and trailers through Ford and Lincoln Dealerships and Quick Lane Tire & Auto Centers throughout the United States and Canada.

The City's fleet of 175 vehicles under the Ford Fleet Care program ranges from years 1996 through 2024. Only 39 of these vehicles are still eligible under Ford's Bumper to Bumper Warranty as they are under 3 years old. This fact and the increased costs for parts and labor has significantly increased the cost to the City for routine vehicle maintenance.

The table below shows expenditures for fleet auto repairs through Ford Fleet Care:

FY17-18 $283,332
FY18-19 $318,396
FY19-20 $195,509*
FY20-21 $170,551*
FY21-22 $293,603
FY22-23 $405,166
FY23-24 through 06/10/2024 $421,399
*These budget years reflect a decrease due to the COVID pandemic and a reduction to services.

For Fiscal 2024-25, staff is requesting that the City Council approve the purchase order for Ford Fleet Care not to exceed the budget allocation for vehicle repairs. The flexibility of utilizing the proposed cooperative purchasing agreement makes it in the best interest of the City and gives an economic advantage. Additionally, the agreement was competitively awarded using a process that complies with City policies, rules, and regulations.

LEGAL REVIEW:

The City Attorney's Office has reviewed this report.

OPTIONS:

The City Council has the following options:

1. Adopt staff's recommendation; or

2. Provide alternative direction.

Prepared by: Renee M. G. Chavez
Fiscal Impact
FISCAL IMPACT:

Funds are budgeted for FY2024-25 under the Fleet Management fund, which is allocated back to departments as used. No additional appropriation is requested at this time.

Account No. Account Name FY2024-25 Budget
365.522.61.52.67.00.63.63290 Other Vehicle Sublet Repairs $607,000 Attachments
Attachment No. 1 - Ford Fleet Agreement
Attachment No. 2 - Ford Sourcewell Contract Extension
Attachment No. 3 - Ford Sourcewell Contract Summary
Attachment No. 4 - Ford Fleet Brochure
CITY COUNCIL GOALS & OBJECTIVES: Protect Public Safety
Achieve Fiscal Sustainability and Financial Stability
am+IFMM
4 Garvey Ave. #308
West Covina, CA 91790
Dear Mr. Martinez,
� I FORDFLEETCARE
Ford Motor Company
19855 W. Outer Drive
Suite 500 E
Dearborn, Ml 48124

FORD FLEET CARE ACCOUNT INFORMATION
Fleet Code: 014358/00000
Parts Billing Code: Q000FC14358
Billing Credit Limit: $140,000.00
90 Day 10% Discount Ends April 19, 2018
Congratulations and welcome to the Ford Fleet Care Program. With your enrollment, your company is now eligible to enjoy the benefits of consolidated billing. PLUS your company will receive a 10% discount on parts and services billed within 90 days of program enrollment'. *10% discount will be applied for 90 days from program enrollment on services using Ford and Motorcraft brand parts and billed through Ford Fleet Care. Discount excludes tax. Offer is valid for new account enrollments only. This offer can't be combined with any other Ford Motor Company parts rebate or service discount offer. Offer valid in U.S. only. Void where prohibited. Ford Motor Company reserves the right to modify or cancel this offer without prior notice.

The program allows you the flexibility to visit a participating Ford and Lincoln Dealer or Quicklane Tire & Auto Center nationwide, and have all invoicing pass to you in a convenient monthly bill. In addition, enrollment includes access to a National Glass Program of over 4,000 vendors, as well as Enhanced Roadside Assistance.

Details on all of our available support programs can be found in the enclosed literature as well as on line at www.fleetcare.ford.com.

If you haven't already made arrangements for electronic transactions, you may also want to review the information on our Electronic Billing and the Electronic Funds Transfer payment option. It provides a safe, fast payment method and may reduce per-transaction costs.

The Ford Fleet Care website is available to help you manage your account. Detailed business reports are available for accounts with a Ford Fleet Identification Number (FIN) and secure web single log on (WSL) ID. To review FIN requirements, or to apply, please select contact us at www.fleetcare.ford.com. You can use these reports for tracking and maintaining a history of your vehicle service repairs or parts purchases.

Program terms are outlined in the enclosed Ford Fleet Care Agreement Provisions. Please note service fees are applied to late payments, and disputes need to be submitted in writing within 30 days. Guidelines on disputing billing charges to your account can be viewed on line; please refer to the agreement provisions or to "Billing Disputes - Frequently Asked Questions" at the information tab of the www.fleetcare.ford.com site.

Ford Fleet Care is committed to sustaining your vehicle support needs. If you have any questions you can reach us at Ford Fleet Program Headquarters Monday - Friday, 8:30 am - 5:00 pm EST by dialing 800-367-3221 or by emailing us at [email protected].

Don't delay, start saving 10% today!
Ford Fleet Program Headquarters
FL 70A
08/17/2016
ATTACHMENT NO. 1

Page 3 ends

Ford Fleet Care Program Agreement
DEFINITION OF FORD MOTOR COMPANY ("FORD") FORD FLEET CARE CONSOLIDATED BILLING AND PARTS PURCHASE PROGRAM. Acceptance into the Ford Fleet Care Consolidated Billing and Parts Purchase Programs is at the sole discretion of Ford. Additional information (such as corporate, vender or state forms) may be required prior to enrollment. Upon acceptance into the Ford Fleet Care Consolidated Billing Program or Ford Fleet Care Parts Purchase Program, Ford will establish a billing account and pay participating Ford or Lincoln dealerships, Quick Lane Tire & Auto Centers or any Ford authorized program service provider in the USA or Ford and Ford-Lincoln dealerships or Quick Lane Tire & Auto Centres in Canada (collectively referred to as "Ford Fleet Care Service Providers") for repair, maintenance service, parts or accessories, Ford Protect Extended Service Plans, Rotunda shop equipment, or Ford Fleet Training purchases on behalf of the approved fleet company ("Fleet Company") in accordance with the Ford Fleet Care Program Agreement provisions set out herein.

ELIGIBILITY AND AGREEMENT PERIOD. Eligibility for the Ford Fleet Care Consolidated Billing Program is in effect from the issue date of the Ford Fleet Care Program acceptance letter, and is valid for the duration of the fleet company's enrollment in the Program. Eligibility for the Ford Fleet Care Parts Purchase Program is in effect from the issue date of the Parts Purchase membership card and is valid for the duration of the Fleet Company's enrollment in the Ford Fleet Care Parts Purchase Program.

Enrollment for both programs is renewed annually with then current provisions, unless notified and agreed to otherwise. Ford Fleet Care billing services may not be used for non- Ford vehicle components and/or operating systems on vehicles not owned, leased and operated by the approved fleet company, including Ford Qualified Vehicle Modifiers.

WHERE TO GO FOR SERVICE OR PARTS PURCHASES. All Ford Fleet Care Service Providers can perform repairs or maintenance services under the terms of the Ford Fleet Care Consolidated Billing Program. Parts may be purchased under the terms of the Ford Fleet Care Parts Purchase Program from all participating Ford or Lincoln dealerships in the USA or Ford and Ford-Lincoln dealerships in Canada. Certain parts or services may not be available for non-Ford vehicles. Motorcraft brand parts and fluids may be available from participating Ford Authorized Distributors.

PROGRAM CREDIT LIMIT AND MAXIMUM AUTHORIZED REPAIR AMOUNT.

Credit Limit: A maximum credit limit will be established for the Fleet Company based on a credit history evaluation and vehicle enrollment. Credit limits may be adjusted (increased/decreased) based on program activity and vehicles enrolled. Services or purchases that exceed the Fleet Company’s credit limit may result in suspension of Ford Fleet Care billing privileges. As a result, additional services or purchases may be denied until payment has been made. Requests for credit limit increase may be sent in writing to Ford Fleet Care Administration at the correspondence address identified below.

Ford Fleet Care Consolidated Billing Program: Should the total cost of repairs exceed the authorized limit, the Ford Fleet Care Service Provider will contact the Fleet Company for authorization, which shall be evidenced by the issuance of a purchase order or approval number, prior to proceeding with the repair. The authorization limit is set by the Fleet Company at the time of enrollment as Repair Prior Approval and generally will not exceed $500.00. The authorization limit may be modified at Ford's sole discretion by submission of a written request to the correspondence address below at a later date. Repairs that are less than the authorization limit are deemed to be authorized repairs. The Fleet Company is responsible for payment of all authorized repairs.

Ford Fleet Care Parts Purchase Program: All parts purchases shall require authorization for purchase from the Fleet Company, which shall be evidenced by the issuance of a purchase order or approval number. The Fleet Company is responsible for payment on all authorized parts purchases.

FORD FLEET CARE NATIONAL PROGRAMS. Ford Fleet Care may offer national programs as part of the Consolidated Billing program, such as Glass and Roadside programs (available only in the U.S.). The Fleet Company is automatically enrolled in Ford Fleet Care national programs as they become available. Services provided under the Ford Fleet Care national programs do not require prior approval from the Fleet Company, even if the charges exceed the established maximum authorized repair amount.

Additional information is available at www.fleetcare.ford.com.

ACCOUNT RESPONSIBILITIES FOR SERVICE AND MAINTENANCE OR PARTS PURCHASES. The Fleet Company is responsible for ensuring that: (1) Tax Exempt information, if applicable, is provided at time of service or purchase. (2) The requested work has been completed or the required part(s) have been received, (3) The repair or purchase order contains the correct name, VIN or account code, odometer reading and repair or purchase date and (4) The repair or purchase order is signed and dated or otherwise documented and a copy is retained for the Fleet Company's records. (5) VIN enrollment is accurate and additions and deletions are required in a timely basis. Failure to do so may result in charges on vehicles no longer owned or operated by the fleet.

STATEMENT OF ACCOUNT, INVOICE AND SUMMARY. Each billing period, Ford will post online or send the Fleet Company a summary and detail of individual charges, an invoice tallying monthly charges and a statement of account that includes billing and payment activity from the previous billing period. Online billing documents are available at www.fleetcare.ford.com. Documents without billing charges are not posted online or sent to the Fleet Company.

FOREIGN EXCHANGE. USA/Canadian currency exchange will be calculated based on the Ford bookkeeping rate at the time of the repair or parts purchase, as the case may be, with no service fees charged.

CHARGES AND FEES. Ford will bill the fleet company for their authorized repairs and services (including Prior Approval repair values) not covered by the New Vehicle Limited Warranty, Ford Protect Extended Service Plan (ESP), or other Ford program, and for parts and products purchased using an assigned Ford Fleet Care billing account number. Approved deviations from the standard services outlined in this agreement may result in additional charges to the Fleet Company's account. Service requests that may cause additional charges may include, but are not limited to: Requests for customized data reports, billing reprint requests, alternative billing services (i.e. EDI, third party billing services) or express mailing of billing documentation. Additionally, approved payment terms extended beyond net thirty days may result in additional charges.

PAYMENT. The Fleet Company shall pay Ford the amount stated on the invoice by the specified due date. At Ford's sole discretion, existing credit on account may be applied to subsequent billing, thereby reducing the amount owed. This will be reflected on the Fleet Company's statement of account, which is provided with the current billing period's invoice. In the event of nonpayment in whole or in part, Ford reserves the right to suspend or cancel Ford Fleet Care billing privileges upon written notice to the Fleet Company. Ford reserves the right to seek payment by any legal means it deems appropriate, including the right to offset against and redirect payments of any amounts otherwise payable to the Fleet Company by Ford (e.g. Competitive Price Allowance (CPA), Government Price Concession (GPC), etc.). Delinquent payment may be reported to national credit bureaus.

LATE PAYMENT FEE. Charges not disputed in writing or not paid in full by the specified invoice due date will be subject to a late fee at the standard rate of 4%, calculated and compounded monthly from the invoice due date until payment is received in full. Disputed charges will be exempt from the monthly service fee provided payment is made within 30 days from the time the dispute is resolved. The Fleet Company will be responsible for late fees incurred on delinquent invoices as a result of a failure to identify vendor approval steps or documentation required to facilitate payment. Additionally, approved payment terms extended beyond net thirty days may incur a late payment fee higher than the standard rate.

DISPUTED CHARGES. The Fleet Company MUST submit in writing inquiries and applicable copies of disputed charges within 30 days of the date of the invoice. Charges not disputed within 30 days of the date of invoice will become the responsibility of the Fleet Company. Disputed charges must include the Fleet Company name and account number, the dollar amount being disputed, and a description of the dispute and any supporting documentation. Submitting disputed invoices immediately may help in avoiding interruption of Ford Fleet Care service. Ford Fleet Care is a billing service only, so Ford will only correct errors made by Ford. Ford shall not be responsible for any misrepresentation of the Ford Fleet Care program and its features by a Ford Fleet Care Service Provider, any claims that work was not actually provided by the Ford Fleet Care Service Provider, or that the Ford Fleet Care Service Provider inaccurately or improperly performed the work. The Fleet Company should contact the Ford Fleet Care Service Provider directly to resolve these types of disputes. Ford makes no warranty or representation regarding the work performed by the Ford Fleet Care Service Providers or the parts and services provided by the Ford Fleet Care Service Providers, except to the extent that any purchased parts or accessories may be subject to an express Ford product warranty.

TO CANCEL FORD FLEET CARE ENROLLMENT. The Fleet company MUST notify Ford's Ford Fleet Care Administration in writing as soon as: (1) An enrolled vehicle is taken out of service, (2) Ford Fleet Care is no longer desired on a vehicle, or, (3) the Consolidated Billing or Parts Purchase account is no longer desired. The request must include the Fleet Company account code and specific VIN information if applicable. The enrollment cancellation process generally takes 10 business days from Ford's receipt of the request. The Fleet Company will be charged and responsible for all repairs performed on vehicles and/or parts purchases until Ford Fleet Care Administration completes the cancellation process. To avoid being charged, the Fleet Company should instruct drivers to refrain from receiving service or purchasing parts through Ford Fleet Care while the enrollment cancellation is in process. Confirmation of enrollment cancellation will be provided to the Fleet Company upon completion.

TERMINATION AND CHANGES TO FORD FLEET CARE PROGRAM AGREEMENT. In addition to any other termination rights specified herein, Ford shall have the right to terminate the Ford Fleet Care Program Agreement with the fleet company at any time, with or without cause, upon providing thirty (30) days prior written notice to the fleet company. Additionally, Ford shall have the right to change the Program Agreement at any time and such changes shall be effective upon Ford providing thirty (30) days prior written notice to the fleet company.

CORRESPONDENCE. Please direct all inquiries to Ford Fleet Care Headquarters as follows:

Phone: (800) 367-3221
Fax:

Email:

Mail:
(313) 390-3555
[email protected]
19855 W. Outer Drive Suite #500
Garrison Place East
Dearborn, MI 48124
PRIVACY STATEMENT. Ford’s full privacy policy is available at www.fleetcare.ford.com for review.

DocuSign Envelope ID: A07EB591-93AB-4178-9CB2-0E2C1F492244 Sourcewell •►•

CONTRACT EXTENSION
Contract Number: 101520-FMC
Sourcewell and Ford
202 12th Street Northeast
P.O. Box 219
Regent Court Building, 16800 Executive Plaza Drive
Staples, MN 56479
(Sourcewell)
have entered into Contract Number: 101520-FMC
Dearborn, Michigan
(Vendor)
48126
for the procurement of: OEM Automotive Parts and Supplies The Contract has an expiration date of 2024-12-14 , but the parties may extend the Contract by mutual consent.

Sourcewell and Vendor acknowledge that extending the Contract benefits the Vendor, Sourcewell and Sourcewell's Members. Vendor and Sourcewell agree to extend the Contract listed above for an additional period, with a new Contract expiration date of 2025-12-14 . All other terms and conditions of the Contract remain in full force and effect.

Sourcewell
Jeremy Schwartz
Name
Chief Operating and Procurement Officer
Title
12/19/2023 I 10:37 AM CST
Date
Rev. 7/2022
Keith Abarca
Name
National Government Bid Manager
Title
12/19/2023 I 4:27 PM EST
Date
1 ATTACHMENT NO. 2
Ford
Automotive parts, service, and supplies
#101520-FMC
Maturity Date: 12/14/2025
Website: parts.ford.com/shop/en/us/register?regFlow=sw
Products & Services
Sourcewell contract 101520-FMC gives access to the following types of goods and services:

Genuine Ford & OE authorized motorcraft parts, oils, & lubricants Ford & Lincoln dealer repair services
Quick Lane tire & auto care services
Ford Pro Maintenance national program
Ford National Fleet Parts pricing program
Ford Fleet Care consolidated billing
Third-party collaboration for vendor managed inventory
Parts inventory management training
Ford Rotunda diagnostic tools & equipment
Ford Pro hardware & software charging solutions
Ford Pro intelligence & fleet management solutions
Ford Fleet Network parts purchase incentive program
To use this contract, you must first register on the vendor-provided, nongovernment website at:
parts.ford.com
Download step-by-step instructions (PDF) to get started 













Buy Sourcewell Documents Contact Information Products & Services  search menu
ATTACHMENT NO. 3

FORD FLEET CARE

FORD FLEET CARE
Attachment No. 4
2 FORD PARTS
Ford Parts provides original equipment design
and fit for your Ford and Lincoln vehicles to
help restore new-vehicle-like performance
and reliability. Plus, all Ford parts are backed
by Ford Motor Company and built with the
engineering expertise from a manufacturer
with more than 100 years of experience.

The name says quality, dependability, and
performance. Motorcraft® parts are designed
specifically for Ford and Lincoln vehicles and
have undergone extensive laboratory and
on-road testing. Our comprehensive product
line is built to maximize the performance of
Ford and Lincoln vehicles.

A trusted relationship just got better.

Omnicraft™ is the newest member of the
Ford family of parts, offering affordable,
reliable parts designed for non-Ford repairs.

With more than a century of parts heritage
to build upon, Omnicraft is a quality choice for
your business. Now available along with Ford
and Motorcraft® parts for one-stop shopping
at your Ford Dealer.

THE FORD FLEET CARE

ADVANTAGE
• Cardless/cashless convenience
• Reduced administration
• Controlled spending limits
• No enrollment fees
• Access to online business reports
• All-make billing solution

CONSOLIDATED BILLING

FOR YOUR SELF-MANAGED FLEET
Learn more. Apply today.

Visit the Ford Fleet Care website at fleetcare.ford.com or scan this code with your smartphone.

Message and data rates apply.

FORD FLEET CARE
Cardless/Cashless Convenience
• No need for drivers to carry a credit
card or cash
• Ford and Lincoln dealers able to verify
vehicle enrollment in program
Reduced Administration and Cost
• Consolidated monthly invoice replaces multiple
repair orders or part purchase invoices
• Ability to make a single payment on behalf of
your entire fleet
• No enrollment or administrative fees
• Access to online business reports
Controlled Spending Limits
• Establish prior approval spending limit
• Ford and Lincoln dealers able to view your
preset spending limit and contact you for
purchase order approval
All-Make Billing Solution
• Ford and Lincoln vehicles
• Non-Ford vehicles and trailers
Additional Vehicle Service Programs*
National glass program
OEM windshield replacement and repair
provided through mobile service with OEM
specifications
Enhanced roadside assistance
Offers services beyond New Vehicle Limited
Warranty and Ford Protect extended service
plan roadside coverages
* Available in the U.S. only. Prior approval is not available.

Ford Fleet Care is a parts and service consolidated billing program, offered without administrative fees, to commercial fleets who choose to self-manage their fleet of vehicles. The program allows you to make a single monthly payment on behalf of your entire fleet for vehicle service and part purchases - helping you reduce administrative time and cost.

The program is available through Ford and Lincoln dealerships and Quick Lane Tire and Auto Centers throughout the United States and Canada.
3 VEHICLE MAINTENANCE AND SERVICE
Consolidated service billing documents provide a summary of your vehicle maintenance and service events in an
easy-to-read format.

Consolidated Invoice
Compiles total amount due for the billing period:
• Replaces multiple dealership invoices
• Helps save processing time
Repair Notification Summary
Summarizes vehicle service events charged during
the billing period:
• Vehicle Identification Number (VIN)
• Fleet unit number (when provided)
• Fleet prior approval code
• Servicing location
• Repair mileage
• Dealership repair order number
Repair Notification
Provides details of individual dealership repair orders in an easy-to-read format that includes:
• Billing location
• Service provider
• Vehicle data, including VIN and your assigned unit number • Description of performed repairs, including parts and labor • Condition code – describes the condition of the replaced part

CONSOLIDATED BILLING OPTIONS
FORD, MOTORCRAFT® AND OMNICRAFT™

PARTS PURCHASES
The Parts Purchase Billing Program extends the same consolidated billing convenience from the dealership’s Service Department to the dealership’s Parts Department. And can be utilized as stand-alone billing or combined with service billing.

Features include:
• A dedicated parts account code and card issued for your convenience • Authorization by your designated company representative • The ability to order parts on fordparts.com and bill to your Ford Fleet Care account
Consolidated Invoice
Compiles total amount due for the billing period:
• Replaces multiple dealership invoices
• Helps save processing time
Purchase Notification Summary
Summarizes parts purchases charged during the billing period and includes:
• Your Ford Fleet Care account code
• Prior approval code
• Purchase location
Purchase Notification
Provides details of individual dealership parts purchase orders in an easy-to-read format that includes:
• Billing location
• Service provider
• Unit price
• Service provider comments
• Part code and quantity purchased
Centralized Billing Program

INVOICE
Invoice No: QSE0700001
Invoice Date: 01-Dec-20XX
Due Date: 01-Jan-20XX

Total Cost: $15,336.38
Total U.S. Sales Tax: $717.78
Total Administration Fee: $ 0.00
Total Amount:

Please call 1-800-367-3221 if balances are not paid in full

ABC FLEET
000000/00000
123 MAIN ST
DEARBORN, MI 48124
Attn: FLEET ADMINISTRATOR
Please Make Check Payable To: Please include Invoice No QSE0700001 on check remittance when submitting payment.

Dept 121801
Quality Fleet Care
PO Box 67000 Payment Term Net 30 Days from Invoice Date.

Detroit, MI 48267-1218 Overdue Invoices will be assessed a 2% Tele: 1-800-367-3221 Late Fee
$16,054.16
Please make check payable to:

Ford Quality Fleet Care
Dept 121801
PO Box 67000
Detroit, MI 48267-1218
Comments: Ordered 10 Rotors
R1 1 Fleet Part Sales Partsale 0 0.00 0.00
2 Rotor Assembly DR374B 10 33.72 337.20
Comments: Ordered 20 Starters
R2 1 Fleet Part Sales Partsale 0 0.00 0.00

2. Starter Assembly E9Tz 12A112A 20 50.60 1,000.00
Comments: Ordered 8 Pads
R3 1 Fleet Part Sales Partsale 0 0.00 0.00

2. PAD XU2Z 2V001AVA 8 55.19 441.52
Comments: Ordered 10 Alternators
R4 1 Fleet Part Sales Partsale 0 0.00 0.00

2. Alternator Assembly F6AZ 10346AARM1 10 251.64 2,516.40 Account Info:

ABC FLEET – 000000/00000
123 MAIN ST
DEARBORN, MI 48124
Attn: FLEET ADMINISTRATOR
Invoice No: QSE0700001-0001
Currency Code: USD
Invoice Date: 01-Dec-20XX
Payment Terms Net 30 Days from Invoice Date
Seller:

Ridge Ford
123 Maple Street
DEARBORN, MI 48121
(800) 367-32218
Participating Business Preferred Network Dealer
Purchase Date: 01-Dec-20XX
Order No: 060762
Approval Number: 785652
Billing Info:

Billing Number: Q000FC0XXX0
Authorized By: James Bond
Plan:

QUALITY FLEET CARE-PARTS PURCHASE

PROGRAM
Line Description Part Code Quantity Unit Price Cost
Admin Fee: $0.00 Tax: $55.30 Total: $4,350.42
$4,295.12
Centralized Billing Program

PURCHASE NOTIFICATION

Page 1 of 3 ends

Centralized Billing Program

INVOICE
Invoice No: QSE0700001
Invoice Date: 01-Dec-20XX
Due Date: 01-Jan-20XX

Total Cost: $15,336.38
Total U.S. Sales Tax: $717.78
Total Administration Fee: $ 0.00
Total Amount:

Please call 1-800-367-3221 if balances are not paid in full

ABC FLEET
000000/00000
123 MAIN ST
DEARBORN, MI 48124
Attn: FLEET ADMINISTRATOR
Please Make Check Payable To: Please include Invoice No QSE0700001 on check remittance when submitting payment.

Dept 121801
Quality Fleet Care
PO Box 67000 Payment Term Net 30 Days from Invoice Date.

Detroit, MI 48267-1218 Overdue Invoices will be assessed a 2% Tele: 1-800-367-3221 Late Fee
$16,054.16

Centralized Billing Program
REPAIR NOTIFICATION Please make check payable to:

Ford Quality Fleet Care
Dept 121801
PO Box 67000
Detroit, MI 48267-1218
Bill To: Services Sold By: Vehicle Data:

ABC FLEET - 000000/00000 Ridge Ford VIN: 1FAFP55XX1W120169 123 MAIN ST 123 Maple Street Unit Number: 12119
DEARBORN, MI 48124 Dearborn, MI 48121 License Plate: XXX123 (313) 321-8468 Driver: Jane Doe
Participating Business Preferred Network Dealer
Attn: Fleet Administrator Plan:

Invoice No: GSM811111-0013 Service: Dealer Service 2007 New Quality Fleet Care Only Prior Approval Limit: $50.00 Repair Date: 05-Nov-2008 Options:

Currency code: USD Repair Miles: 36,810 <None>
Invoice Date: 01-Dec-XX Repair Order No: 073565 Model: 2014 EDGE Payment Terms Net 30 Days from Invoice Date Fleet Approvals: 658569 Expiration Miles: 999,999 Expiration Date: 24-Sep-2018
Line Description Part/Labor Condition Quantity /Time Unit Repair Code Code Price Cost
Comments: REQUESTED AN OIL AND FILTER CHANGE
R1 1 Filter Asy – Oil FL 400S 82 Misc. (spec. claims) 1 3.98 3.98 2 Oil – Engine XO5W20QSP 5 2.55 12.75
3 Labor 0 0.00 15.00
Comments: REQUESTED A TIRE ROTATION
R2 1 Tire TIRE 82 Misc. (spec. claims
2 Labor 0 0.00 14.95
Comments: REQUESTED THE AIR FILTER TO BE CHANGED
R3 1 9601 82 Misc (spec. claims) 0 0.00 0.00
2 Element Asy – Air Cleaner FA 1683 1 7.62 7.62
3 Labor 0 0.00 10.00

$ 64.30
Please refer to Invoice GSF500578-0012 for additional repair detail Admin Fee: $0.00 Tax: $3.86 Total: $ 68.16

Page 20 of 20 ends

Centralized Billing Program

REPAIR NOTIFICATION SUMMARY
Bill To:

ABC FLEET - 000000/00000 Attached Invoice No: GSM811111 123 MAIN ST Attached Invoice Date: 01-DEC-20XX
DEARBORN, MI 48124
Payment Term Net 30 Days from Invoice Date.

Overdue invoices will be assessed a 2%
Attn: FLEET ADMINISTRATOR Late Fee

Unit VIN Fleet Approval Services Repair Repair Repair Repair Total Admin Total No Sold by Mileage Date Order Cost Tax Fee

0001 12345 1FAFP53XX5F233919 WEST FORD 17390 05-Apr-XX 051756 0.00 0.00 0.00 0.00 0002 12345 1FAFP53XX5F233919 WEST FORD 17055 02-Apr-XX 053283 0.00 0.00 0.00 0.00 0003 13579 1FAFP40XX1F234066 ELM FORD 20879 02-Mar-XX 151195 0.00 0.00 0.00 0.00 0004 24680 1FAFP40XX1F235816 STATE FORD 34522 12-Feb-XX 040161 23.95 1.44 0.00 25.39 0005 15935 1FAFP40XX1F235200 632598 Stebbins Ford 14046 21-Apr-XX 017513 56.26 3.38 0.00 59.64 0006 78693 1FALP40XX1F233914 389562 MAC FORD 19951 29-Apr-XX 087734 1573.88 94.44 0.00 1668.32 0008 25365 1FAFP40XX1F234142 RIVER FORD 23973 11-Apr-XX 364142 0.00 0.00 0.00 0.00 0008 85742 1FAFP40XX1F239850 446112 BLUE FORD 19787 08-Apr-XX 351665 1235.88 74.16 0.00 1310.04 0009 52896 1FAFP40XX1F235753 458236 John Mass Ford 19938 29-Apr-XX 133581 106.92 6.42 0.00 113.34 0010 63956 1FAFP40XX1F234031 Jack Smith Ford 20472 04-Apr-XX 146358 40.90 2.46 0.00 43.36 0011 10959 1FAFP40XX1F234093 568742 CASS FORD 22867 26-Apr-XX 008531 57.69 3.47 0.00 61.16 0012 11052 1FAFP40XX1F235681 897568 PEAR FORD INC. 29780 04-Apr-XX 236780 225.94 13.46 0.00 239.40 0013 12119 1FAFP55XX1W120169 658569 Ridge Ford 36810 05-Apr-XX 083565 64.30 3.86 0.00 68.16 $3,385.72 $203.09 $0.00 $3,588.81
Attached Invoice No: QSE0700001
Attached Invoice Date: 01-DEC-20XX
Payment Terms Net 30 Days from Invoice Date
Overdue Invoices will be assessed a 2%
Late Fee
0001 785652 Ridge Ford 01-Dec-XX 060762 4,295.12 55.30 0.00 4,350.42 0002 459697 Ford 567 26-Dec-XX 963201 10,520.63 631.24 0.00 11,151.87 0003 393939 LM Dealer 27-Dec-XX 632598 520.63 31.24 0.00 551.87

To:

ABC FLEET – 000000/00000
123 MAIN ST
DEARBORN, MI 48124
Attn: FLEET ADMINISTRATOR
Fleet Seller Purchase Order Cost Tax Admin Total
Approval Date # Fee

$ 15,336.38 $ 717.78 $0 .00 $16,054.16
Centralized Billing Program

PURCHASE NOTIFICATION SUMMARY
4 5

FORD FLEET CARE
FLEETCARE.FORD.COM
• Apply for Ford Fleet Care Program
• Access MyFleetCare
management tool
• Download billing documents
• Access online billing reports
• Manage actively enrolled vehicles
MyFleetCare Management Tool*
View and manage account information in
one convenient location.
• View current account balance
• Edit account information
• Manage actively enrolled vehicles
• Review invoices and pending purchases
• Enroll for additional Ford Fleet Care programs
Online Reports*
Online business reports are available to fleets with
an active Ford FIN code at no additional cost.
• Fleet Business Report
• Maintenance Report
• Vehicle Repair Analysis Report
• Parts Purchase Report
* Requires Fleet Identification Number (FIN). For information on obtaining a FIN, visit fleet.ford.com To register for Ford Fleet Care Online Reporting, visit fleetcare.ford.com or contact Ford Fleet Care at 1-800-367-3221.

ONLINE ACCOUNT MANAGEMENT
Locate a Ford or Ford-Lincoln dealership near you
To locate any Ford or Lincoln dealership, visit fleet.ford.com and select Locate a Dealer.

Commercial Vehicle Center
To locate a commercially-minded dealer near you, visit fordcommercialvehiclecenter.com. • More than 650 locations nationwide
• Certified commercial vehicle experts
in sales, finance, parts and service
• Priority service and support for
commercial customers
• Parts in stock/expedited shipping
• Upfitter expertise and assistance
• Commercial finance and lease alternatives
• Extended service hours
• Rental and loaner services available
• Oil change and essential maintenance
• Brake inspections and repairs
• Alignments
• Shocks and struts
• Air conditioning services
• Belts and hoses
• Wiper blades
• Alternators
• Suspension and steering
• Name-brand tires
• Safety inspections
• Battery test and replacement
• Minor engine tune-ups
• Vehicle Check-Up (VCU) report
• Lamps and bulbs
• Cooling system maintenance
• Transmission service
Quick Lane Tire & Auto Center
To locate the nearest Quick Lane Tire & Auto Center visit quicklane.com.

Quick Lane Tire & Auto Centers perform scheduled maintenance and light repair work on all makes and models using Motorcraft® and other quality parts at competitive prices.

SERVICE DESIGNED FOR YOUR FLEET
THE RIGHT PEOPLE …
THE RIGHT TOOLS …
• Factory-trained technicians
• Extended hours
• Priority service and support for
commercial customers
• Honor Ford Protect Plans
• Participate in Ford Fleet Care
consolidated billing programs

COMMERCIAL

VEHICLE CENTER
6 7
FordParts.com

ORDER YOUR

PARTS ONLINE
• Create an account
• Order Ford, Motorcraft,®
Omnicraft™ parts and
Ford accessories
• Search for part by part number,
vehicle model or VIN
• Find a local dealer
• Reach out to our experts with
live chat supports
Limited labor costs.

See seller for limited
warranty details.

Limited labor costs. See
seller for limited warranty
details. Motorcraft® is a
registered trademark
of Ford Motor Company.

See your Ford or Lincoln dealership or Ford
Authorized Distributor for 2-year/unlimited
miles Service Part Warranty information
with no commercial exceptions.

FIND IT. BUY IT. AND GET BACK TO WORK.
524074_1b 9/19
FCS-35541-19 To order additional copies, please call 1-800-367-3221 or order online at fleetcare.ford.com fleetcare.ford.com
Ford Fleet Care Program Headquarters
1-800-367-3221
For more information:

Phone
Ford Fleet Care Roadside Assistance (United States): 1-800-367-3221 #1 Ford Fleet Care National Glass Program (United States): 1-800-367-3221 #2 Ford Business Assistance Center: 1-800-34-Fleet (1-800-343-5338) Ford Protect Extended Service Plans: 1-800-521-4144
Ford Powertrain Hotline: 1-800-392-7946
Owner Guides/Shop Manuals Order Department: 1-800-782-4356 Online
Ford Fleet: fleet.ford.com
Ford Parts: fordparts.com
Ford Protect Extended Service Plans: fordprotect.ford.com Ford Commercial Vehicle Center Dealer Directory: fordcommercialvehiclecenter.com Quick Lane® Tire & Auto Center: quicklane.com

FORD FLEET CARE
AGENDA ITEM NO. 7

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: June 18, 2024
TO: Mayor and City Council
FROM: Paulina Morales, City Manager
SUBJECT: CONSIDERATION OF MICROTRANSIT PILOT PROJECT
RECOMMENDATION:

It is recommended that the City Council take the following actions:

Authorize the City Manager to execute the Measure M Grant Agreement with the Los Angeles County Metropolitan Transportation Authority (Metro) for Visionary Project Seed Funding;

2. Authorize the City Manager to negotiate any amendments to the agreements in such form as approved by the City Attorney;

3. 4. Provide direction regarding the proposed plan for the delivery of transit services; and

5. Approve the following resolution:

RESOLUTION NO. 2024-33 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2024 AND ENDING JUNE 30, 2025 (METRO VSF

MICROTRANSIT PILOT)
BACKGROUND:

Currently, the City's transit service consists of:

Program Type Days Hours Restrictions Fare
Dial-A-Ride Shared
Ride
7 days a
week
8am - 8pm
Mon-Sat
8am- 6pm Sun
55+ or persons with disabilities $0.50 each way
Move WC Rideshare 7 days a
week
24 hours 55+ Residents or
physician-certified disability.
up to 3 miles outside City
boundaries for medical-related
trips. Up to 4 (1-day)trips.

Rider Pays $3/City
subsidizes up to
$20 per trip
GoWest
Shuttle
Shuttle Mon-Fri 6:30am-6:30pm No restrictions $1 each way, $.50 Senior Discount
(55+)
As part of an evaluation of the City’s transit program to improve service and increase ridership, options included the implementation of a microtransit service to either partially or fully replace the existing fixed route model.

Microtransit
The term “microtransit” is relatively new but describes what can be thought of more generally as “flexible transit.” Conceptually, microtransit fits somewhere between individual private transportation (e.g., Uber, Lyft, taxicabs) and public transit. Microtransit allows agencies to offer passengers an on-demand option that is more flexible than fixed shuttle routes and appointment-like paratransit and is powered by innovative technology that uses algorithms to route and schedule trips in real-time. The routing software uses live, on-the-ground information to add people traveling in the same direction into the same vehicle, allowing passengers to be picked up and dropped off in a continuous stream that translates into a ride system that is highly efficient and environmentally friendly.

With microtransit, passengers can book a trip using a smartphone application or by calling the program’s call center. In addition, riders can request trips on-demand for travel within minutes of requesting a ride, in advance for travel at a future date or time, and riders can sign up for subscription rides. Passengers who use a smartphone to book a ride can track their vehicle in real-time, similar to what individuals experience when using a rideshare service like Uber or Lyft. LA Metro, Orange County Transportation Authority, and the City of San Gabriel are some local agencies that have recently launched microtransit programs with positive results. For example, Metro conducted an evaluation in Spring 2022 and found 96% of respondents felt safe on the service versus 49-55% of Metro bus customers. Regarding ride time, 85% of Metro Micro customers were satisfied versus 56% of Metro bus customers.

Grant Opportunity
In 2016, Los Angeles County voters approved Measure M, a no-sunset half-cent sales tax measure to partially fund Metro projects, as well as make funding available to local jurisdictions through various Metro programs. Measure M allocates $20 million over 40 years to the Visionary Seed Fund (VSF), and the Measure M Final Guidelines give Metro authority to make funds available for VSF every three years.

The VSF is a competitive grant process to support projects that “help spark and develop innovative mobility concepts in Los Angeles County.”
On March 8, 2023, Metro announced the availability of up to $3 million in this grant cycle to fund up to six (6) innovative pilot projects that test and assess strategies that return ridership to pre-COVID levels and beyond. Metro, municipal transit operators, and local transit operators were eligible to apply for funds, but applicants were allowed to team with private, public, and nonprofit partners to deliver the proposed pilot project. Applicants were advised that their proposals should include at least one research partner and identify one or more research questions the proposal seeks to answer.

Successful proposals would receive funding to cover 60% of the proposed project cost with the remaining 40% matched by the applicant.

Project
In researching microtransit programs, staff connected with Via Transportation (Via), which had just successfully launched a turnkey program in the City of Palo Alto. Via is a provider of TransitTech including microtransit, ADA-paratransit, senior transportation, and Non-Emergency Medical Transportation. Via has launched and operated successful microtransit programs in many jurisdictions and with many types of partners throughout the world, including cities, transit authorities, universities, health care providers, school districts, and corporations.

In collaboration with Via, the City developed a proposal to the VSF program based on West Covina information and data (Attachment No. 2). The grant application proposed the West Covina On-Demand Microtransit Service (Project), a pilot program that includes the following:

Pilot Program Duration (Months) 12
Operating Days per Week 5 (Mon - Fri)
Avg. Service Hours per Day 12 (7am - 7PM)
Total Active Vehicles in Fleet 5
- Non-Wheelchair Accessible Vehicles 4
- Wheelchair Accessible Vehicles 1
Additional Spare Vehicles in Fleet 1
Total Number of Vehicle Hours 12,272
To implement a turnkey program, the Project proposal also included:

Routing software
Dedicated mobile phone app to request rides (for both iOS and Android) Call-in Center (with representatives available during program operating hours) Vehicles (Hybrid Toyota Siennas Proposed)
Drivers
Branding of vehicles and mobile apps.

Marketing material
The total not-to-exceed cost of the Project proposal to Metro was $1,098,484. Of this amount, 60% or $659,090 would be reimbursed by the VSF grant. The balance of $439,394 is the match required by the City. Metro considered and approved the City’s request to use its allocation of Measure M Local Return funds as the funding source for the match. So, there would be no impact on the General Fund resulting from the pilot program.

Equity
Because "equity" was a key aspect of the grant criteria, the Project proposal advanced to improve accessibility for transit-dependent populations by offering:

Discounts for disadvantaged communities
Accessibility for riders without access to traditional financial services: credit cards, bank accounts, etc.

Accessibility for riders without Smartphones.

An accessible rider app that is designed in accordance with ADA and Web Content Accessibility Guidelines (WCAG) 2.0 standards.

To further strengthen the Project proposal, Via established a service area, based on an analysis of socio-economic data, to best serve underrepresented populations and connect riders to the local Metro rails.

Research
To measure the impact of a proposed project, the VSF required the consideration and investigation of a research question, with a final report being a grant deliverable. According to a report released by Foothill Transit in January 2023, ridership on all routes declined significantly from June 2019 to June 2021.

Weekdays experienced a 48% decline. The Project is designed to increase transportation ridership by providing more convenient connections to existing fixed-route services, in particular the Silver Streak line on Foothill Transit. The Project proposal seeks to determine the appropriate service model for the West Covina On-Demand service to implement efficient first-mile last-mile trips and facilitate increased ridership on the Foothill Transit Silver Streak line.

DISCUSSION:

Metro announced grant awards in October 2023. West Covina submitted an application on May 18, Metro announced grant awards in October 2023. West Covina submitted an application on May 18, 2023 and was successful.

West Covina staff is seeking to contract with Nomad Transit LLC, a wholly owned subsidiary of Via Transportation, Inc., based on the competitive bid process conducted by King County in Washington.

The King County agreement and Request for Proposals are attached (Attachment No. 5).

Section 2-335(7) of the West Covina Municipal Code exempts purchases made using another governmental or public agency's contract from the informal and formal competitive procurement requirements set forth in Division 2 of Article VII of Chapter 2, provided (1) the other agency used a solicitation method substantially similar to the method required by Division 2; and (2) the Purchasing Officer determines that the City will realize overall value by utilizing the other agency's contract or contract terms compared to the City performing its own procurement .

Purchasing staff has verified that King County’s formal contract procedures are at least as rigorous as those outlined in the West Covina Municipal Code and that those procedures were followed. Additionally, there is an overall value to the City by utilizing a larger contract.

The estimated timeline to launch the program is twelve (12) weeks from execution of the Transit as-a-Service (TaaS) Service Order.

Fare
To promote the launch of the service, staff is recommending no fare for the duration of the pilot program.

If, at some point in the term, program evaluation suggests implementing a fare, staff will present the matter for City Council consideration. For reference, fares for the City's transit services are shown below.

Fare Service
$1 per boarding GoWest Shuttle and Dial-A-Ride
$0.50 per boarding GoWest Shuttle and Dial-A-Ride (Seniors) $3 per ride Move WC (Uber rides; Seniors and Disabled)
$2.50 per ride Metro Micro (base fare, discounts available) Service Area To strengthen the Project proposal in regard to the Equity component, Via established a service area, based on an analysis of socio-economic data, to best serve underrepresented populations.

Shown below, the Service Area is bordered by City limits on the north, east and west, and extends down to as far south as Francisquito Avenue and Cameron Avenue. In addition, the Project will allow travel from points within the Service Area to and from Metrolink stations in Baldwin Park and Covina, connecting riders to the local rails.

Vehicle
The project and cost proposals were based on the deployment of Hybrid Toyota Siennas, which would be leased and operated by Via/Nomad to carry out the service for the term of the agreement.

Proposed Transit Service Delivery
The current agreement with MV Transportation ends in September 2024. Staff is proposing and seeking City Council direction regarding the following modifications to the City's transit services:

Provide service to the northern portion of the City by West Covina On-Demand, microtransit program.

GoWestShuttle
Discontinue Red and Blue alignments.

Work with MV to extend the current agreement with a revised scope of work to continue to service southern portion of the City through the Green alignment, as currently operating and enhance the user experience with technology for real-time information.

Continue Dial-A-Ride, as currently operating.

Continue Move WC, as currently operating for seniors and disabled.

Launch a pilot program with Uber for weekend service and special events.

LEGAL REVIEW:

The City Attorney's Office has reviewed the resolution and approved it as to form and will review all contract documents prior to execution.

OPTIONS:

The City Council has the following options:

1. Approve the staff recommendation or

2. Provide alternative direction.

Prepared by: Kelly McDonald, Assistant to the City Manager Fiscal Impact
FISCAL IMPACT:

The total not-to-exceed cost of the proposed one-year turnkey pilot microtransit program is $1,098,484.

Funding is available in Measure M Local Returns. The City has received approval from Metro to use its Local Return funds as a matching source for the Project. The attached budget amendment appropriates the full cost of the Project. The grant will reimburse 60% of the total cost ($659,090).

Funding Sources FY2023-24 FY2024-25 FY2025-26 FY2026-27 Total Measure M VSF Funds 0 561,720 97,370 0 659,090
Other Metro (Non-VSF) Funds 0 374,480 64,914 0 439,394
Total Funds $0 $936,200 $162,284 $0 $1,098,484
Attachments
Attachment No. 1 - Metro VSF Grant Agreement
Attachment No. 2 - Visionary Seed Fund Proposal
Attachment No. 3 - Service Area Map
Attachment No. 4 - Transit-as-a-Service Order Form
Attachment No. 5 - King County Agreement and Request for Proposals Attachment No. 6 - Resolution No. 2024-33 (Budget Amendment) Attachment No. 7 - Microtransit Presentation
CITY COUNCIL GOALS & OBJECTIVES: A Well-Planned Community Enhance City Image and Effectiveness
An Accessible Community
DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 1 Measure M Grant Agreement – VSF

MEASURE M GRANT AGREEMENT

VISIONARY PROJECT SEED FUNDING
This Grant Agreement (“GA”) is made and entered into effective as of [INSERT GA PROCESSING DATE] (“Effective Date”), and is by and between the Los Angeles County Metropolitan Transportation Authority ("LACMTA") and The City of West Covina ("GRANTEE") for West Covina On-Demand (the "Project"). This Project is eligible for funding under Line 48 of the Measure M Expenditure Plan.

WHEREAS, LACMTA adopted Ordinance #16-01, the Los Angeles County Traffic Improvement Plan, on June 23, 2016 (the “Ordinance”), which Ordinance was approved by the voters of Los Angeles County on November 8, 2016 as “Measure M” and became effective on July 1, 2017.

WHEREAS, the funding set forth herein is intended to fund a Microtransit service, in partnership with Via Transportation, to supplement city shuttle service as well as first-last mile connection to Metrolink.

WHEREAS, the LACMTA Board, at its September 28, 2023 meeting, programmed $659,090, in Measure M Funds to GRANTEE for the development and management of a Microtransit system pilot, subject to the terms and conditions contained in this GA; and WHEREAS, the Funds are currently programmed as follows: $659,090 in Measure M Funds in Fiscal Years (FY) 2023-24; FY 2024-25; and FY 2025-26. The total designated for the West Covina OnDemand is $659,090.

NOW, THEREFORE, the parties hereby agree as follows:

The terms and conditions of this GA consist of the following and each is incorporated by reference herein as if fully set forth herein:

1. Part I – Specific Terms of the GA

2. Part II – General Terms of the GA

3. Attachment A – Project Funding

4. Attachment B – Expenditure Plan- Cost & Cash Flow Budget

5. Attachment C – Scope of Work

6. Attachment D – Project Reporting and Expenditure Guidelines

7. Attachment D-1 – intentionally omitted

8. Attachment D-2 – Quarterly Progress/Expenditure Report

9. Attachment E – intentionally omitted

10. Attachment F – Bond Requirements

11. Attachment G – Special Grant Conditions

12. Any other attachments or documents referenced in the above documents ATTACHMENT NO. 1
DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 2 Measure M Grant Agreement – VSF
In the event of a conflict, the Special Grant Conditions, if any, shall prevail over the Specific Terms of the GA and any attachments and the Specific Terms of the GA shall prevail over the General Terms of the GA.

DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 3 Measure M Grant Agreement – VSF
IN WITNESS WHEREOF, the parties have caused this GA to be executed by their duly authorized representatives as of the dates indicated below:

LACMTA:

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY By: ________________________________________Date: ____________________ Stephanie N. Wiggins
Chief Executive Officer
APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By: ________________________________________Date: ____________________ Deputy
GRANTEE:

CITY OF WEST COVINA
By: _______________________________________Date: ____________________ Paulina Morales
City Manager
APPROVED AS TO FORM:

By: _______________________________________Date: ____________________ Thomas P. Duarte
City Attorney
DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 4 Measure M Grant Agreement – VSF
PART I

SPECIFIC TERMS OF THE GA

1. Title of the Project (the "Project"): West Covina On-Demand.

2. Grant Funds:

2.1 Programmed Funds for this Project consist of Measure M Funds.

2.2 To the extent the Measure M Funds are available; LACMTA shall make to GRANTEE a grant of the Measure M funds in the amount of $659,090 (the “Funds”) for the Project.

LACMTA Board of Directors’ action of September 28, 2023, granted the Measure M Funds for the Project. The Funds are programmed over 3 years for Fiscal Years (FY) FY 2023-24, FY 2024-25, and FY 2025-26.

3. This grant shall be paid on a reimbursement basis. GRANTEE must provide the appropriate supporting documentation with the Quarterly Progress/Expenditure Report. GRANTEE Funding Commitment, if applicable, must be spent in the appropriate proportion to the Funds with each quarter’s expenditures. LACMTA will withhold ten percent (10%) of eligible expenditures per invoice as retention pending an audit of expenditures and completion of scope of work.

4. Attachment A the “Project Funding” documents all sources of funds programmed for the Project as approved by LACMTA. The Project Funding includes the total programmed funds for the Project, including the Funds programmed by LACMTA and the GRANTEE Funding Commitment of other sources of funding. The Project Funding also includes the fiscal years in which all the funds for the Project are programmed. The Funds are subject to adjustment by subsequent LACMTA Board Action.

5. Attachment B is the Expenditure Plan- Cost & Cash Flow Budget (the "Expenditure Plan").

It is the entire proposed cash flow, the Budget and financial plan for the Project, which includes the total sources of all funds programmed to the Project, including GRANTEE and other entity funding commitments for this Project as well as the fiscal year and quarters the Project funds are anticipated to be expended. GRANTEE shall update the Expenditure Plan annually, no later than December 31, and such update shall be submitted to LACMTA’s VSF Program Manager managing the Measure M Visionary Seed Fund Program in writing. If the LACMTA’s VSF Program Manager managing the Measure M Visionary Seed Fund Program concurs with such updated Expenditure Plan in writing, Attachment B shall be replaced with the new Attachment B setting forth the latest approved Expenditure Plan. Payments under this GA shall be consistent with Attachment B as revised from time to time. Any change to the final milestone date must be made by a fully executed amendment to this GA.

6. Attachment C is the “Scope of Work”. The GRANTEE shall complete the Project as described in the Scope of Work. This Scope of Work shall include a detailed description of the DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 5 Measure M Grant Agreement – VSF
Project and the work to be completed, including anticipated Project milestones and a schedule consistent with the lapsing policy in Part II, Section 9, and a description of the Project limits, if the Project is a capital project. No later than December 31 of each year, GRANTEE shall notify LACMTA if there are any changes to the final milestone date set forth in the schedule or any changes to the Scope of Work. If LACMTA agrees to such changes, the parties shall memorialize such changes in an amendment to this GA. Work shall be delivered in accordance with the schedule and scope identified in this GA unless otherwise agreed to by the parties in writing in an amendment to this GA. If GRANTEE fails to meet milestones or fails to deliver the Project, LACMTA will have the option to suspend or terminate the GA for default as described in Part II, Sections 2, 9, 10 and 11 herein below. To the extent interim milestone dates are not met but GRANTEE believes and can show documentation acceptable to LACMTA supporting GRANTEE’s ability to make up the time so as to not impact the final milestone date, GRANTEE shall notify LACMTA of such changes in its Quarterly Progress/Expenditure Reports and such interim milestone dates will automatically be amended to the latest interim milestone dates provided in the Quarterly Progress/Expenditure Reports Attachment D-2. In no event can the final milestone date be amended by a Quarterly Progress/Expenditure Report.

7. No changes to this GA, including but not limited to the Funds, and any other source of funds from LACMTA in the Project Funding, Expenditure Plan or the Scope of Work shall be allowed without an amendment to the original GA, approved and signed by both parties.

8. Attachment D is the “Project Reporting & Expenditure Guidelines”. GRANTEE shall complete the “Quarterly Progress/Expenditure Report”. The Quarterly Progress/Expenditure Report is attached to this GA as Attachment D-2 in accordance with Attachment D – Project Reporting and Expenditure Guidelines.

9. LACMTA anticipates it may need to avail itself of lower cost bonds or other debt, the interest on which is tax exempt for federal tax purposes (collectively, the “Bonds") to provide at least a portion of its funding commitments under this Agreement to GRANTEE. GRANTEE shall ensure that the expenditure of the Funds disbursed to GRANTEE does not jeopardize the taxexemption of the interest, as specified in the Bond Requirements attached as Attachment F to this Agreement. GRANTEE agrees to provide LACMTA with progress reports, expenditure documentation, and any other documentation as reasonably requested by LACMTA and necessary for LACMTA to fulfill its responsibilities as the grantee or administrator or bond issuer of the Funds. With regard to LACMTA debt financing to provide any portion of the Funds, GRANTEE shall take all reasonable actions as may be requested of it by LACMTA's VSF Program Manager for the Project, to assist LACMTA in demonstrating and maintaining over time, compliance with the relevant sections of the Federal Tax Code to maintain such Bonds’ tax status.

10. GRANTEE shall comply with the “Special Grant Conditions” attached as Attachment G, if any.

DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 6 Measure M Grant Agreement – VSF

11. No changes to the (i) Grant amount, (ii) Project Funding, (iii) the Scope of Work (except as provided herein), (iv) Final milestone date or (v) Special Grant Conditions, shall be allowed without a written amendment to this GA, approved and signed by the LACMTA Chief Executive Officer or his/her designee and GRANTEE. Modifications that do not materially affect the terms of this GA, such as redistributing Funds among existing budget line items or non-material schedule changes must be formally requested by GRANTEE and approved by LACMTA in writing. Non-material changes are those changes which do not affect the grant amount or its schedule, Project Funding, or the Scope of Work, including the Work schedule.

12. LACMTA's Address:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Attention: Henry Phipps
LACMTA VSF Program Manager
Mail Stop: 99-25-1
Phone: (213) 418-5233
Email: [email protected]

13. GRANTEE's Address:

City of West Covina
1444 W. Garvey Ave. S.

West Covina, CA 91790
Attention: Kelly McDonald
Phone: (626) 939-8494
Email: [email protected]
DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 7 Measure M Grant Agreement – VSF

PART II

GENERAL TERMS OF THE GA

1. TERM
The term of this GA shall commence on the Effective Date of this GA, and shall terminate upon the occurrence of all of the following, unless terminated earlier as provided herein: (i) the agreed upon Scope of Work has been completed; (ii) all LACMTA audit and reporting requirements have been satisfied; and (iii) the final disbursement of the Funds has been made to GRANTEE. All eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment D), incurred after the GA Effective Date shall be reimbursed in accordance with the terms and conditions of this GA unless otherwise agreed to by the parties in writing.

2. SUSPENSION OR TERMINATION
Should LACMTA determine there are insufficient Measure M Funds available for the Project, LACMTA may suspend or terminate this GA by giving written notice to GRANTEE at least thirty (30) days in advance of the effective date of such suspension or termination. If a Project is suspended or terminated pursuant to this section, LACMTA will not reimburse GRANTEE any costs incurred after that suspension or termination date, except those costs necessary to: (i) return any facilities modified by the Project construction to a safe and operable state; and (ii) suspend or terminate the construction contractor’s control over the Project. LACMTA’s share of these costs will be consistent with the established funding percentages outlined in this GA.

3. INVOICE BY GRANTEE
Unless otherwise stated in this GA, the Quarterly Progress/Expenditure Report, with supporting documentation of expenses, Project progress and other documents as required, which has been pre-approved by LACMTA, all as described in Part II, Section 6.1 of this GA, shall satisfy LACMTA invoicing requirements. Grantee shall only submit for payment the LACMTA pre-approved Quarterly Progress/Expenditure Report Packets to the LACMTA VSF Program Manager at the email address shown in Part I and to LACMTA Accounts Payable Department as shown below.

Submit invoice with supporting documentation to:

[email protected] (preferable)
or
mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051-0296
All invoice material must contain the following information:

Re: LACMTA Project ID# VSF2023002
DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 8 Measure M Grant Agreement – VSF
Henry Phipps; Mail Stop 99-25-1

4. USE OF FUNDS

4.1 GRANTEE shall utilize the Funds to complete the Project as described in the Scope of Work and in accordance with the Reporting and Expenditure Guidelines, the specifications for use for the transportation purposes described in the Ordinance, the Guidelines and the Visionary Seed Fund Notice of Funding Opportunity.

4.2 Attachment C shall constitute the agreed upon Scope of Work between LACMTA and GRANTEE for the Project. The Funds, as granted under this GA, can only be used towards the completion of the Scope of Work detailed in Attachment C.

4.3 GRANTEE shall not use the Funds to substitute for any other funds or projects not specified in this GA. Further, GRANTEE shall not use the Funds for any expenses or activities above and beyond the approved Scope of Work (Attachment C) without an amendment to the GA approved and signed by the LACMTA Chief Executive Officer or their Designee. To the extent LACMTA provides GRANTEE with bond or commercial paper proceeds, such Funds may not be used to reimburse for any costs that jeopardize the tax exempt nature of such financings as reasonably determined by LACMTA and its bond counsel.

4.4 GRANTEE must use the Funds in the most cost-effective manner. If GRANTEE intends to use a consultant or contractor to implement all or part of the Project, LACMTA requires that such activities be procured in accordance with GRANTEE’s contracting procedures and consistent with State law as appropriate. GRANTEE will also use the Funds in the most cost-effective manner when the Funds are used to pay “in-house” staff time. This effective use of funds provision will be verified by LACMTA through on-going Project monitoring and through any LACMTA interim and final audits.

4.5 GRANTEE’S employee, officers, councilmembers, board member, agents, or consultants (a “GRANTEE Party”) are prohibited from participating in the selection, award, or administration of a third-party contract or sub-agreement supported by the Funds if a real or apparent conflict of interest would be involved. A conflict of interest would include, without limitation, an organizational conflict of interest or when any of the following parties has a financial or other interest in any entity selected for award: (a) a GRANTEE Party (b) any member of a GRANTEE Party’s immediate family, (c) a partner of a GRANTEE Party; (d) any organization that employs or intends to employ any of the above. This conflict of interest provision will be verified by LACMTA through on-going Project monitoring and through any LACMTA interim and final audits.

4.6 If a facility, equipment (such as computer hardware or software), vehicle or property, purchased or leased using the Funds, ceases to be used for the proper use as originally stated in the Scope of Work, or the Project is discontinued, any Funds expended for that purpose DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 9 Measure M Grant Agreement – VSF
must be returned to LACMTA as follows: GRANTEE shall be required to repay the Funds in proportion to the useful life remaining and in an equal proportion of the grant to GRANTEE Funding Commitment ratio.

4.7 If the Project requires the implementation of an Intelligent Transportation Systems (“ITS”) project, GRANTEE shall ensure the Project is consistent with the Regional ITS Architecture. Attachment G, the Los Angeles County Regional ITS Architecture (CONNECT-IT) Consistency Self-Certification Form, must be completed and signed for planned ITS projects and/or ITS projects that use local, state, or federal funds programmed or administered through LACMTA.

Refer to www.laconnect-it.com to find information about the CONNECT-IT Service Packages.

4.8 If any parking facilities are designed and/or constructed using the Funds, GRANTEE shall coordinate with LACMTA parking program staff (see www.metro.net for staff listing) in the planning, design and management of the facility and shall ensure that its implementation is consistent with the LACMTA adopted parking policy. For the parking policy, see
http://media.metro.net/projects_studies/call_projects/images/09%20Appendix%20D%20Parki ng%20Policy.pdf

5. REIMBURSEMENT OF FUNDS
Funds will be released on a reimbursement basis in accordance with invoices submitted in support of the Quarterly Progress/Expenditure Reports. LACMTA will make all disbursements electronically unless an exception is requested in writing. Reimbursements via Automated Clearing House (ACH) will be made at no cost to GRANTEE. GRANTEE must register in LACMTA’s iSupplier portal and submit an application before grant payments can be made. The link to the portal can be found at http://media.metro.net/uploads/EBB/Vendor Portal Registration.pdf.

GRANTEE must provide detailed supporting documentation with its Quarterly Progress/Expenditure Reports. GRANTEE Funding Commitment must be spent in direct proportion to the Funds with each quarter’s payment.

6. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS

6.1 GRANTEE shall submit the draft of Quarterly Progress/Expenditure Report (Attachment D-2) within sixty (60) days after the close of each quarter on the last day of the months November, February, May and August to the LACMTA VSF Program Manager for review and pre-approval of the applicable report. LACMTA VSF Program Manager shall review and respond in writing to the draft Quarterly Progress/Expenditure Report within thirty (30) calendar days from receipt. Grantee shall submit the LACMTA pre-approved Quarterly Progress/Expenditure Report no later than five (5) days after receipt of LACMTA’s written approval. Should GRANTEE fail to submit either the draft or pre-approved reports within five (5) days of the due date and/or submit incomplete reports, LACMTA will not reimburse GRANTEE until the completed required reports are received, reviewed, and approved. The Quarterly DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 10 Measure M Grant Agreement – VSF
Progress/Expenditure Reports shall include all appropriate documentation (such as contractor invoices, timesheets, receipts, etc.), and any changes to interim milestone dates that do not impact the final milestone date. All supporting documents must include a clear justification and explanation of their relevance to the Project. If no activity has occurred during a particular quarter, GRANTEE will still be required to submit the Quarterly Progress/Expenditure Reports indicating no dollars were expended that quarter. If a request for reimbursement exceeds $500,000 in a single month, then GRANTEE can submit such an invoice once per month with supporting documentation. Expenses that are not invoiced to LACMTA Accounts Payable within ninety (90) days after the lapsing date specified in Part II, Section 9.1 below are not eligible for reimbursement.

6.2 GRANTEE shall submit the Project expenditure estimates for the subsequent fiscal year by February of each year. LACMTA will use the estimates to determine the Project budget for the upcoming fiscal year.

6.3 LACMTA, and/or its designee, shall have the right to conduct audits of the Project as deemed appropriate, such as financial and compliance audits, interim audits, pre-award audits, performance audits and final audits. LACMTA will commence a final audit within six months of receipt of acceptable final invoice, provided the Project is ready for final audit (meaning all costs and charges have been paid by GRANTEE and invoiced to LACMTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization including actual indirect rates for the period covered by the GA period under review). GRANTEE agrees to establish and maintain proper accounting procedures and cash management records and documents in accordance with Generally Accepted Accounting Principles (GAAP). GRANTEE shall reimburse LACMTA for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions of this GA. The allowability of costs for GRANTEE’s own expenditures submitted to LACMTA for this Project shall be in compliance with Office of Management and Budget (OMB) Circular A-87. The allowability of costs for GRANTEE’s contractors, consultants and suppliers expenditures submitted to LACMTA through GRANTEE’s Quarterly Progress/Expenditures shall be in compliance with OMB Circular A-87 or Federal Acquisition Regulation (FAR) Subpart 31 and 2 CFR Subtitle A, Chapter II, Part 225 (whichever is applicable). Findings of the LACMTA audit are final. When LACMTA audit findings require GRANTEE to return monies to LACMTA, GRANTEE agrees to return the monies within thirty (30) days after the final audit is sent to GRANTEE.

6.4 GRANTEE’s records shall include, without limitation, accounting records, written policies and procedures, contract files, original estimates, correspondence, change order files (including documentation covering negotiated settlements), invoices, and any other supporting evidence deemed necessary by LACMTA to substantiate charges related to the Project (all collectively referred to as “records”). Such records shall be open to inspection and subject to audit and reproduction by LACMTA auditors or authorized representatives to the extent deemed necessary by LACMTA to adequately permit evaluation of expended costs. Such DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 11 Measure M Grant Agreement – VSF
records subject to audit shall also include, without limitation, those records deemed necessary by LACMTA to evaluate and verify, direct and indirect costs, (including overhead allocations) as they may apply to costs associated with the Project. These records must be retained by GRANTEE for three years following final payment under this Agreement. Payment of retention amounts shall not occur until after the LACMTA’s final audit is completed.

6.5 GRANTEE shall cause all contractors to comply with the requirements of Part II, Section 6, paragraphs 6.3 and 6.4 above. GRANTEE shall cause all contractors to cooperate fully in furnishing or in making available to LACMTA all records deemed necessary by LACMTA auditors or authorized representatives related to the Project.

6.6 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall be afforded access to all GRANTEE’s records and its contractors related to the Project, and shall be allowed to interview any employee of GRANTEE and its contractors through final payment to the extent reasonably practicable.

6.7 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of GRANTEE and its contractors, shall have access to all necessary records, including reproduction, at no charge to LACMTA, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this GA.

6.8 When business travel associated with the Project requires use of a vehicle, the mileage incurred shall be reimbursed at the mileage rates set by the Internal Revenue Service, as indicated in the United States General Services Administration Federal Travel Regulation, Privately Owned Vehicle Reimbursement Rates.

6.9 GRANTEE shall be responsible for ensuring all contractors/ subcontractors for the Project comply with the terms of the Ordinance, the Guidelines and the Visionary Seed Fund Notice of Funding Opportunity. GRANTEE shall cooperate with LACMTA Management Audit Services Department such that LACMTA can meet its obligations under the Ordinance, the Guidelines and the Visionary Seed Fund Notice of Funding Opportunity.

6.10 GRANTEE shall certify each invoice by reviewing all subcontractor costs and maintaining internal control to ensure that all expenditures are allocable, allowable and reasonable and in accordance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this GA.

6.11 GRANTEE shall also certify final costs of the Project to ensure all costs are in compliance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this GA.

DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 12 Measure M Grant Agreement – VSF

6.12 In addition to LACMTA’s other remedies as provided in this GA, LACMTA may withhold the Funds if the LACMTA audit has determined that GRANTEE failed to comply with the Scope of Work (such as misusing Funds or failure to return Funds owed to LACMTA in accordance with LACMTA audit findings) and /or is severely out of compliance with other terms and conditions as defined by this GA, including the access to records provisions of Part II, Section 6.

7. GRANT
This is a one-time only grant of the Measure M Funds subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of LACMTA.

8. SOURCES AND DISPOSITION OF FUNDS

8.1 The obligation for LACMTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the LACMTA Board of Directors. If such Funds are not made available as anticipated from Measure M Program revenues, LACMTA will have the right to adjust the cash flow accordingly until such funds become available. LACMTA shall have no obligation to provide any other funds for the Project, unless otherwise agreed to in writing by LACMTA.

8.2 GRANTEE shall fully fund and contribute the GRANTEE Funding Commitment in the Project Funding (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, GRANTEE agrees to secure and provide such additional non-LACMTA programmed funds necessary to complete the Project.

8.3 GRANTEE shall be responsible for any and all cost overruns for the Project pursuant to Section 8.2.

8.4 GRANTEE shall be eligible for the Funds up to the grant amount specified in Part I, Section 2 of this GA subject to the terms and conditions contained herein. Any Funds expended by GRANTEE prior to the Effective Date of this GA shall not be reimbursed nor shall they be credited toward the GRANTEE Funding Commitment requirement, without the prior written consent of LACMTA. GRANTEE Funding Commitment dollars expended prior to the year the Funds are awarded shall be spent at GRANTEE’s own risk, or as delineated in a Letter of No Prejudice executed by the prospective GRANTEE and LACMTA.

8.5 If GRANTEE receives outside funding for the Project in addition to the Funds identified in the Project Funding and the Expenditure Plan at the time this grant was awarded, this GA shall be amended to reflect such additional funding. If, at the time of final invoice or voucher, funding for the Project (including the Funds, GRANTEE Funding Commitment, and any additional funding) exceeds the actual Project costs, then the cost savings shall be applied in the same DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 13 Measure M Grant Agreement – VSF
proportion as the sources of funds from each party to this GA as specified in the Project Funding and both the Funds and GRANTEE Funding Commitment required for the Project shall be reduced accordingly. LACMTA shall have the right to use any cost savings associated with the Funds at its sole discretion, including, without limitation, programming the unused Funds to another project or to another grantee within the subregion in accordance with the Ordinance, the Guidelines and the Visionary Seed Fund Notice of Funding Opportunity. If, at the time of final voucher, it is determined that GRANTEE has received Funds in excess of what GRANTEE should have received for the Project, GRANTEE shall return such overage to LACMTA within 30 days from final voucher.

9. TIMELY USE OF FUNDS / REPROGRAMMING OF FUNDS

9.1 GRANTEE must demonstrate timely use of the Funds by:
(i) Executing this GA within ninety (90) days of receiving formal transmittal of the GA from LACMTA, or by December 31 of the first Fiscal Year in which the Funds are programmed, whichever date is later; and
(ii) Delivering Work in accordance with schedule; changes to the schedule will require an Amendment to Attachment C to reflect updated milestone dates. Meeting the Project milestone due dates as agreed upon by the LACMTA and GRANTEE in Attachment C of this GA; and
(iii) Submitting the Quarterly Progress/Expenditure Reports as described in Part II, Section 6.1 of this GA; and
(iv) Expending the Funds granted under this GA for allowable costs within two and a half years or 30 months from execution of this agreement and July 1 of the Fiscal Year in which the Funds are programmed, unless otherwise stated in this GA. All Funds programmed for FY 2023-24 are subject to lapse by June 30, 2024.

All Funds programmed for FY 2024-25 are subject to lapse by June 30, 2025. All Funds programmed for FY 2025-26 are subject to lapse by June 30, 2036.

9.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 9.1 of this GA, the Project will be reevaluated by LACMTA as part of its Annual Update process and the Funds may be reprogrammed to another project by the LACMTA Board of Directors in accordance with the Ordinance, the Guidelines and the Visionary Seed Fund Notice of Funding Opportunity. In the event that all the Funds are reprogrammed, this GA shall automatically terminate.

DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 14 Measure M Grant Agreement – VSF

10. DEFAULT
A Default under this GA is defined as any one or more of the following: (i) GRANTEE fails to comply with the terms and conditions contained herein; and/or (ii) GRANTEE fails to perform satisfactorily or makes material changes, as determined by LACMTA at its sole discretion, to the Expenditure Plan, the Scope of Work, or the Project Funding without LACMTA’s prior written consent or approval as provided herein.

11. REMEDIES

11.1 In the event of a Default by GRANTEE, LACMTA shall provide written notice of such Default to GRANTEE with a 30-day period to cure the Default. In the event GRANTEE fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period to the satisfaction of LACMTA, LACMTA shall have the following remedies: (i) LACMTA may terminate this GA; and/or (ii) LACMTA may make no further disbursements of Funds to GRANTEE; and/or (iii) LACMTA may recover from GRANTEE any Funds disbursed to GRANTEE as allowed by law or in equity.

11.2 Effective upon receipt of written notice of termination from LACMTA, GRANTEE shall not undertake any new work or obligation with respect to this GA unless so directed by LACMTA in writing. Any Funds expended after termination shall be the sole responsibility of GRANTEE.

11.3 The remedies described herein are non-exclusive. LACMTA shall have the right to enforce any and all rights and remedies herein or which may be now or hereafter available at law or in equity.

12. COMMUNICATIONS

12.1 GRANTEE shall ensure that all Communication Materials contain recognition of LACMTA’s contribution to the Project as more particularly set forth in “Funding Recipient Communications Guidelines” available online at http://metro.net/partners-civic. The Funding Recipient Communications Guidelines may be changed from time to time during the course of this Agreement. GRANTEE shall be responsible for complying with the latest Funding Recipient Communications Guidelines during the term of this Agreement, unless otherwise specifically authorized in writing by the LACMTA Chief Communications Officer.

12.2 For purposes of this Agreement, “Communications Materials” include, but are not limited to, press events, public and external newsletters, printed materials, advertising, websites, radio and public service announcements, electronic media, and construction site signage. A more detailed definition of “Communications Materials” is found in the Funding Recipient Communications Guidelines.

DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 15 Measure M Grant Agreement – VSF

12.3 The Metro logo is a trademarked item that shall be reproduced and displayed in accordance with specific graphic guidelines. The preferred logo lock-up for Funding Recipients to use is included in the Funding Recipient Communications Guidelines.

12.4 GRANTEE shall ensure that any subcontractor, including, but not limited to, public relations, public affairs, and/or marketing firms hired to produce Project Communications Materials for public and external purposes will comply with the requirements contained in this Section.

12.5 The LACMTA VSF Program Manager shall be responsible for monitoring GRANTEE’s compliance with the terms and conditions of this Section. GRANTEE’s failure to comply with the terms of this Section shall be deemed a default hereunder and LACMTA shall have all rights and remedies set forth herein.

13. OTHER TERMS AND CONDITIONS

13.1 This GA, along with its Attachments, constitutes the entire understanding between the parties, with respect to the subject matter herein. The GA shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original GA or the same level of authority. Adoption of revisions or supplements to the Guidelines shall cause such revisions or supplements to become incorporated automatically into this Agreement as though fully set forth herein.

13.2 GRANTEE is obligated to continue using the Project dedicated to the public transportation purposes for which the Project was initially approved. The Project right-of-way, the Project facilities constructed or reconstructed on the Project site, and/or Project property purchased, excluding construction easements and excess property (whose proportionate proceeds shall be distributed in an equal proportion of the grant to GRANTEE Funding Commitment ratio), shall remain dedicated to public transportation use in the same proportion and scope and to the same extent as described in this GA. Equipment acquired as part of the Project, including office equipment, vehicles, shall be dedicated to that use for their full economic life cycle, including any extensions of that life cycle achieved by reconstruction, rehabilitation, or enhancements.

13.3 In the event that there is any legal court (e.g., Superior Court of the State of California, County of Los Angeles, or the U.S. District Court for the Central District of California) proceeding between the parties to enforce or interpret this GA, to protect or establish any rights or remedies hereunder, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney’s fees.

13.4 Neither LACMTA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or committed to be done by GRANTEE under or in connection with any work performed by and or service provided by GRANTEE, its officers, agents, employees, contractors and subcontractors under this GA. GRANTEE DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 16 Measure M Grant Agreement – VSF
shall fully indemnify, defend and hold LACMTA and its subsidiaries, and its officers, agents and employees harmless from and against any liability and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of risk of property, any environmental obligation, any legal fees and any claims for damages of any nature whatsoever arising out of the Project, including without limitation: (i) use of the Funds by GRANTEE, or its officers, agents, employees, contractors or subcontractors; (ii) breach of GRANTEE’s obligations under this GA; or (iii) any act or omission of GRANTEE, or its officers, agents, employees, contractors or subcontractors in the performance of the work or the provision of the services, in connection with the Project including, without limitation, the Scope of Work, described in this GA.

13.5 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected party. Each party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this GA.

13.6 GRANTEE shall comply with and ensure that work performed under this GA is done in compliance with Generally Accepted Accounting Principles (GAAP), all applicable provisions of federal, state, and local laws, statutes, ordinances, rules, regulations, and procedural requirements including Federal Acquisition Regulations (FAR), and the applicable requirements and regulations of LACMTA. GRANTEE acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations, and LACMTA requirements including any amendments thereto.

13.7 GRANTEE agrees that the applicable requirements of this GA shall be included in every contract entered into by GRANTEE or its contractors relating to work performed under this GA and LACMTA shall have the right to review and audit such contracts.

13.8 GRANTEE shall not assign this GA, or any part thereof, without prior approval of the LACMTA Chief Executive Officer or his designee. Any assignment by GRANTEE without said prior consent by LACMTA shall be void and unenforceable.

13.9 This GA shall be governed by California law. If any provision of this GA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

13.10 The covenants and agreements of this GA shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns.

DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002
Rev: 05/04/2023 17 Measure M Grant Agreement – VSF

13.11 GRANTEE will advise LACMTA prior to any key Project staffing changes.

Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address or contact person.

13.12 GRANTEE, in the performance of the work described in this GA, is not a contractor nor an agent or employee of LACMTA. GRANTEE attests to no organizational or personal conflicts of interest and agrees to notify LACMTA immediately in the event that a conflict, or the appearance thereof, arises. GRANTEE shall not represent itself as an agent or employee of LACMTA and shall have no powers to bind LACMTA in contract or otherwise.

DRAFT
SOURCES OF FUNDS FY2022-23 FY2023-24 FY2024-25 FY2025-26 FY2026-27 Total Budget
% of Budget

LACMTA PROGRAMMED FUNDING
MEASURE M VSF FUNDS $ 561,720 $ 97,370 $ 659,090
OTHER METRO (NON-VSF) FUNDS $ 374,480 $ 64,914 $ 439,394 40% SUM PROG LACMTA FUNDS $ - $ - $ 936,200 $ 162,284 $ - $ 1,098,484 100% OTHER NON LACMTA FUNDING:

LOCAL: $ - 0%
STATE: $ - 0%
FEDERAL: $ - 0%
PRIVATE OR OTHER: $ - 0%
SUM NON-LACMTA FUNDS $ - $ - $ - $ - $ - $ - 0
TOTAL PROJECT FUNDS $ - $ - $ 936,200 $ 162,284 $ - $ 1,098,484 100%

ATTACHMENT A - PROJECT FUNDING
Measure M Visionary Seed Fund Program
Project Title: West Covina On-Demand Project ID#: VSF2023002

PROGRAMMED BUDGET - SOURCES OF FUNDS

03.01.19 Measure M Funding Agreement - MSP
Attachment A - Project Funding
DRAFT

SOURCES OF FUNDS
FY 2021-22
Qtr 1
FY 2021-22
Qtr 2
FY 2021-22
Qtr 3
FY 2021-22
Qtr 4
FY 2022-23
Qtr 1
FY 2022-23
Qtr 2
FY 2022-23
Qtr 3
FY 2022-23
Qtr 4
TOTAL
BUDGET
LACMTA VSF PROGRAMMED FUNDS:

MEASURE M VSF FUNDS:

Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total Measure M $0 $0 $0 $0 $0 $0 $0 $0 $0
SUM PROG LACMTA VSF FUNDS: $0 $0 $0 $0 $0 $0 $0 $0 $0
OTHER NON VSF FUNDING:

LOCAL/OTHER METRO: [INSERT SOURCE]
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total LOCAL $0 $0 $0 $0 $0 $0 $0 $0 $0
STATE: [INSERT SOURCE]
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total STATE $0 $0 $0 $0 $0 $0 $0 $0 $0
FEDERAL: [INSERT SOURCE]
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total FEDERAL $0 $0 $0 $0 $0 $0 $0 $0 $0
PRIVATE: [INSERT SOURCE]
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total PRIVATE $0 $0 $0 $0 $0 $0 $0 $0 $0
SUM NON-VSF FUNDS : $0 $0 $0 $0 $0 $0 $0 $0 $0

PROJECT FUNDING
FY2021-22 and FY2022-23 $0 $0 $0 $0 $0 $0 $0 $0 $0

ATTACHMENT B - EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure M Visionary Seed Fund Program
Project Title: West Covina On-Demand Project ID#: VSF2023002

PROGRAMMED SOURCES OF FUNDS

09.10.19 1 of 3
Measure M Funding Agreement - MSP
Attachment B - Expenditure Plan
DRAFT

ATTACHMENT B - EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure M Visionary Seed Fund Program
Project Title: West Covina On-Demand Project ID#: VSF2023002

PROGRAMMED SOURCES OF FUNDS
SOURCES OF FUNDS FY 2023-24
Qtr 1
FY 2023-24
Qtr 2
FY 2023-24
Qtr 3
FY 2023-24
Qtr 4
FY 2024-25
Qtr 1
FY 2024-25
Qtr 2
FY 2024-25
Qtr 3
FY 2024-25
Qtr 4
TOTAL
BUDGET
LACMTA VSF PROGRAMMED FUNDS:

MEASURE M VSF FUNDS:

Planning Activities/Prog Dev $12,000 $12,000
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $13,200 $3,840 $3,840 $3,840 $24,720
Installation $42,000 $42,000
Others $87,000 $132,000 $132,000 $132,000 $483,000
Total Measure M $0 $0 $0 $0 $154,200 $135,840 $135,840 $135,840 $561,720 SUM PROG LACMTA VSF FUNDS: $0 $0 $0 $0 $154,200 $135,840 $135,840 $135,840 $561,720 OTHER NON VSF FUNDING:

LOCAL/OTHER METRO: MEASURE M LR
Planning Activities/Prog Dev $8,000 $8,000
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $8,800 $2,560 $2,560 $2,560 $16,480
Installation $28,000 $28,000
Others $58,000 $88,000 $88,000 $88,000 $322,000
Total LOCAL $0 $0 $0 $0 $102,800 $90,560 $90,560 $90,560 $374,480 STATE: [INSERT SOURCE]
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total STATE $0 $0 $0 $0 $0 $0 $0 $0 $0
FEDERAL: [INSERT SOURCE]
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total FEDERAL $0 $0 $0 $0 $0 $0 $0 $0 $0
PRIVATE: [INSERT SOURCE]
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total PRIVATE $0 $0 $0 $0 $0 $0 $0 $0 $0
SUM NON-VSF FUNDS : $0 $0 $0 $0 $102,800 $90,560 $90,560 $90,560 $374,480 PROJECT FUNDING FY2023-24 and FY2024-25 $0 $0 $0 $0 $257,000 $226,400 $226,400 $226,400 $936,200

09.10.19 2 of 3
Measure M Funding Agreement - MSP
Attachment B - Expenditure Plan
DRAFT

ATTACHMENT B - EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure M Visionary Seed Fund Program
Project Title: West Covina On-Demand Project ID#: VSF2023002

PROGRAMMED SOURCES OF FUNDS
SOURCES OF FUNDS FY 2025-26
Qtr 1
FY 2025-26
Qtr 2
FY 2025-26
Qtr 3
FY 2025-26
Qtr 4
FY 2026-27
Qtr 1
FY 2026-27
Qtr 2
FY 2026-27
Qtr 3
FY 2026-27
Qtr 4
TOTAL
BUDGET
LACMTA VSF PROGRAMMED FUNDS:

MEASURE M VSF FUNDS:

Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $7,370 $7,370
Installation $0
Others $90,000 $90,000
Total MEASURE M $97,370 $0 $0 $0 $0 $0 $0 $0 $97,370
SUM PROG LACMTA VSF FUNDS: $97,370 $0 $0 $0 $0 $0 $0 $0 $97,370 OTHER NON VSF FUNDING:

LOCAL/OTHER METRO: MEASURE M LR
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $4,914 $4,914
Installation $0
Others $60,000 $60,000
Total LOCAL $64,914 $0 $0 $0 $0 $0 $0 $0 $64,914
STATE: [INSERT SOURCE]
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total STATE $0 $0 $0 $0 $0 $0 $0 $0 $0
FEDERAL: [INSERT SOURCE]
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total FEDERAL $0 $0 $0 $0 $0 $0 $0 $0 $0
PRIVATE: [INSERT SOURCE] $0
Planning Activities/Prog Dev $0
Environmental $0
Design and PS&E $0
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Research $0
Installation $0
Others $0
Total PRIVATE $0 $0 $0 $0 $0 $0 $0 $0 $0
SUM NON-VSF FUNDS : $64,914 $0 $0 $0 $0 $0 $0 $0 $64,914 PROJECT FUNDING TOTAL LACMTA VSF FUNDS $97,370 $0 $0 $0 $154,200 $135,840 $135,840 $135,840 $659,090 TOTAL NON-VSF FUNDS $64,914 $0 $0 $0 $102,800 $90,560 $90,560 $90,560 $439,394 TOTAL PROJECT FUNDING $162,284 $0 $0 $0 $257,000 $226,400 $226,400 $226,400 $1,098,484

09.10.19 3 of 3
Measure M Funding Agreement - MSP
Attachment B - Expenditure Plan
DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002

03.01.19 1 Measure M Funding Agreement – MSP
Attachment C – Scope of Work

ATTACHMENT C

SCOPE OF WORK

VISIONARY SEED FUND
PROJECT NAME: West Covina On-Demand
PROJECT LOCATION/LIMITS/AREA (IF APPLICABLE):

The project is located in the City of West Covina. The project limits are the northern half of West Covina, bound by the city limits on the north, east and west, with the southern boundary of the service area bound by Francisquito Avenue as well as Cameron Avenue in the eastern area of the city.

PROJECT DESCRIPTION: West Covina On-Demand is a microtransit service to supplement city shuttle service as well as provide first-last mile connections to the nearby Metrolink stations.

PROJECT FUNDING:

PHASE
LACMTA –

MEASURE M FUNDS

LOCAL AGENCY
(IF ANY) TOTAL
Pre-Launch
Procurement of Vehicle Fleet
Prepare for VSF Launch
Ongoing VSF Project
Post VSF Contract
TOTAL BUDGET COST $659,090 $439,394 $1,098,484
ESTIMATED PROJECT COSTS:

ITEM DESCRIPTION QUANTITY UNIT UNIT COST TOTAL COST
Software 1 EA
Vehicles 5 EA
Drivers $511,006
Project Management $375,400
Customer Service $92,040
GRAND TOTAL $1,098,484
DRAFT Project Title: West Covina On-Demand
Project ID#: VSF2023002

03.01.19 2 Measure M Funding Agreement – MSP
Attachment C – Scope of Work
PROJECT DETAILED SCHEDULE:

MILESTONES BEGIN END DURATION
(MONTHS)
VSF Agreement Approval/Execution
Nomad/Via Agreement Approval/Execution
Vehicle Procurement
Driver Onboarding
Software and Mobile App Development
Launch
End of Contract
End-of-Project Research Report
End-of-project Research Report must be included as deliverable in the Scope of Work PROJECT MAP (IF APPLICABLE):

DRAFT Project Title:_____________
Project ID#: VSF__________

04.27.2023 Measure M Funding Agreement – VSF
Attachment D – Reporting Guidelines
1 GA ATTACHMENT D

PROJECT REPORTING & EXPENDITURE GUIDELINES

REPORTING PROCEDURES
• Quarterly Progress/Expenditure Report (Attachment D2) are required for all projects. The GRANTEE shall be subject to and comply with all applicable requirements of the funding agency regarding project-reporting requirements. In addition, GRANTEE will submit the Quarterly Expenditure Report to the LACMTA, after receiving LACMTA Project Manager’s acceptance of the draft report, at [email protected] or by mail to Los Angeles Metropolitan Transportation Authority, Accounts Payable, P. O. Box 512296, Los Angeles, California 90051-0296. Please note that letters or other forms of documentation may not be substituted for this form.
• The Quarterly Progress/Expenditure Report covers all activities related to the project and lists all costs incurred. It is essential that GRANTEE provides complete and adequate response to all the questions. The expenses listed must be supported by appropriate documentation with a clear explanation of the purpose and relevance of each expense to the project.
• In cases where there are no activities to report, or problems causing delays, clear explanation, including actions to remedy the situation, must be provided. • GRANTEE is required to track and report on the project schedule. LACMTA will monitor the timely use of funds and delivery of projects. Project delay, if any, must be reported each quarter.
• The draft Quarterly Expenditure Report is due to the LACMTA as soon as possible after the close of each quarter, but no later than the following dates for each fiscal year:

Quarter Report Due Date
July –September November 30
October - December February 28
January - March May 31
April - June August 31
LACMTA Project Manager shall review and respond in writing to the draft Quarterly Expenditure Report within thirty (30) calendar days from receipt.

DRAFT Project Title:_____________
Project ID#: VSF__________

04.27.2023 Measure M Funding Agreement – VSF
Attachment D – Reporting Guidelines
2 Upon completion of the Project a final report that includes project’s final evaluation must be submitted.

EXPENDITURE GUIDELINES
• Any activity or expense charged above and beyond the approved Scope of Work (GA Attachment C) is considered ineligible and will not be reimbursed by the LACMTA unless prior written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee.
• Any expense charged to the grant must be clearly and directly related to the project. • Administrative cost is the ongoing expense incurred by the GRANTEE for the duration of the project and for the direct benefit of the project as specified in the Scope of Work (Attachment C). Examples of administrative costs are personnel, office supplies, and equipment. As a condition for eligibility, all costs must be necessary for maintaining, monitoring, coordinating, reporting and budgeting of the project. Additionally, expenses must be reasonable and appropriate to the activities related to the project. • LACMTA is not responsible for, and will not reimburse any costs incurred by the GRANTEE prior to the Effective Date of the GA, unless written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee.

DEFINITIONS
• Allowable Cost: To be allowable, costs must be reasonable, recognized as ordinary and necessary, consistent with established practices of the organization, and consistent with industry standard of pay for work classification.
• Excessive Cost: Any expense deemed “excessive” by LACMTA staff would be adjusted to reflect a “reasonable and customary” level. For detail definition of “reasonable cost”, please refer to the Federal Register OMB Circulars A-87 Cost Principals for State and Local Governments; and A-122 Cost Principals for Nonprofit Organizations. • Ineligible Expenditures: Any activity or expense charged above and beyond the approved Scope of Work is considered ineligible.

DRAFT
Invoice #
QUARTERLY PROGRESS/EXPENDITURE REPORT Invoice Date
GA#
Quarterly Report #

GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO
[email protected]
or submit by mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, California 90051-0296
Please note that letters or other forms
of documentation may not be substituted for this form. Refer to the Reporting and Expenditure Guidelines (Attachment D) for further information.

Grantee To Complete
LACMTA FA MEASURE M ATTACHMENT D-2
SECTION 1: QUARTERLY EXPENSE REPORT
Total Project Budget
Project-to-Date Expenditure
Funds Expended to Date (Include
this Quarter)
Please itemize grant-related charges for this Quarter on Page 5 of this report and include totals in this Section.

Retention Amount
This Quarter Expenditure
Project Quarter Expenditure
Net Invoice Amount (Less
Retention)
LACMTA Measure M VSF Grant $
Balance Remaining
% of Project Budget Expended to
Date

12.06.19 1
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
PROJECT TITLE:

QUARTERLY REPORT SUBMITTED FOR:

Fiscal Year : 2021-22 2022-23 2023-24
2024-25 2025-26 2026-27
Quarter : Q1: Jul - Sep Q2: Oct - Dec
Q3: Jan - Mar Q4: Apr - Jun
DATE SUBMITTED:

Measure M Visionary Seed Fund Project Title:

Phone Number:

E-mail:

SECTION 2: GENERAL INFORMATION
Contact Name:

Job Title:

Name:

GA #:

LACMTA Project Manager
Grantee Contact / Project
Manager
Phone Number:

Mailing Address:

City / Agency:

Department:

12.06.19 2
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
Start Date End Date
Ground Breaking Event
On schedule per original GA schedule Less than 12 months behind original schedule Between 12-24 months behind original schedule More than 24 months behind original schedule Yes No Not Applicable
Yes No Not Applicable
A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one) :

2. PROJECT COMPLETION
Total Project Duration (Months)
Ribbon Cutting Event
Vehicle Purchase
Research
Installation
Right-of-Way Acquisition
Start Date
Construction
Design
GA Milestones
SECTION 3 : QUARTERLY PROGRESS REPORT
Actual Schedule
End Date

1.DELIVERABLES & MILESTONES
Original GA Schedule in Scope of Work
List all deliverables and milestones as stated in the GA, with start and end dates. Calculate the total project duration. DO NOT CHANGE THE ORIGINAL GA MILESTONE START AND END DATES SHOWN IN THE 2 ND AND 3 RD COLUMNS BELOW.

Grantees must make every effort to accurately portray milestone dates in the original GA Scope of Work, since this will provide the basis for calculating any project delay. If milestone start and/or end dates change from those stated in the Original GA Scope of Work, indicate the new dates under Actual Schedule below and recalculate the project duration. However, this does not change the original milestones in your GA. PER YOUR GA AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY SUBMITTED UNDER SEPARATE COVER TO LACMTA FOR WRITTEN CONCURRENCE.

Environmental
Others
B. Was the project design started within 6 months of the date originally stated in the GA? C. Was a construction contract or capital purchase executed within 9 months after completion of design / specifications?

12.06.19 3
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
List tasks or milestones accomplished and progress made this quarter.

4. PROJECT DELAY
If project is delayed, describe reasons for delay (this quarter). Pay particular attention to schedule delays. If delay is for the same reason as mentioned in previous quarters, please indicate by writing "Same as Previous Quarter".

5. ACTION ITEMS TO RESOLVE DELAY

3. TASKS / MILESTONES ACCOMPLISHED
If the project is delayed (as described in #4), include action items that have been, or will be, undertaken to resolve the delay.

12.06.19 4
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
1 2
3 4
5 6
7 8
9 10
11 12
13 Invoice Payment Information:

LACMTA will make all disbursements electronically unless an exception is requested in writing.

ACH Payments require that you complete an ACH Request Form and fax it to Accounts Payable at 213-922-6107.

ACH Request Forms can be found at www.metro.net/callforprojects.

Written exception requests for Check Payments should be completed and faxed to Accounts Payable at 213-922-6107.

Signature Date
Name Title
stated in this report is true and correct.

All receipts, invoices, and time sheets, attached and included with this Expense Report must be listed and shown under the Invoice Number column of the Itemized Listing (above).

Note:
and that to the best of my knowledge and belief the information I certify that I am the responsible Project Manager or fiscal officer and representative of ITEM
TOTAL

TOTAL EXPENSES CHARGED TO LACMTA MEASURE M GRANT
SECTION 4. ITEMIZED LISTING OF EXPENSES AND CHARGES THIS QUARTER INVOICE #
All expenses and charges must be itemized and listed below. Each item listed must be verifiable by an invoice and/or other proper documentation.

The total amounts shown here must be equal to this quarter’s expenditures listed on page 1 of this report. All expenses and charges must be reflective of the approved budget and rates as shown in the GA Attachment B, Scope of Work. Use additional pages if needed.

12.06.19 5
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
DRAFT Project Title: _______________
Project ID#: VSF__________

05.09.2023 Measure M FA - MSP
Attachment F Bond Requirements
1 ATTACHMENT F

BOND REQUIREMENTS
The provisions of this Attachment F apply only if and to the extent some or all of the Funds are derived from LACMTA issued Bonds or other debt, the interest on which is tax exempt for federal tax purposes (collectively, the "Bonds").

GRANTEE acknowledges that some or all of the Funds may be derived from Bonds, the interest on which is tax-exempt for federal tax purposes. GRANTEE further acknowledges its understanding that the proceeds of the Bonds are subject to certain ongoing limitations relating to the use of the assets financed or provided with such proceeds ("Project Costs" or "Project Components") in the trade or business of any person or entity other than a governmental organization (any such use by a person or entity other than a governmental organization is referred to as "Private Use"). Private Use will include any sale, lease or other arrangement pursuant to which a nongovernmental person or entity receives a legal entitlement of a Project Component and also includes certain agreements pursuant to which a nongovernmental person will operate or manage a Project Component. Each quarterly invoice submitted by GRANTEE to reimburse prior expenditures (or to be received as an advance) shall provide information regarding the specific Project Costs or Project Components to which the Funds which pay that invoice will be allocated and whether there is or might be any Private Use associated with such Project Costs or Project Components. GRANTEE will, for the entire time over which LACMTA's Bonds or other debt remains outstanding, (1) notify and receive LACMTA' s approval prior to entering into any arrangement which will or might result in Private Use and (2) maintain records, including obtaining records from contractors and subcontractors as necessary, of all allocations of Funds to Project Costs or Project Components and any Private Use of such Project Costs or Project Components in sufficient detail to comply and establish compliance with Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"), or similar code provision then in effect and applicable, as determined by LACMTA in consultation with its bond counsel.

GRANTEE will designate one or more persons that will be responsible for compliance with the obligations described in this Attachment F and notify LACMTA of such designations.

05.09.2023 GA Measure VSF
Attachment G – LA County Audit Conditions

ATTACHMENT G

SPECIAL AUDIT CONDITIONS
Los Angeles County Grantee

1. Grantee will bill LACMTA using Indirect Cost Rates that have been evaluated and approved by California Department of Transportation (Caltrans). If Grantee does not have a Caltrans approved Indirect Cost Rate for the current fiscal year, Grantee can use the latest available Caltrans approved Indirect Cost Rates to estimate costs for the current billings. Once Caltrans has evaluated and approved Grantee’s Indirect Cost Rates for the applicable fiscal year, Grantee will submit an adjusted billing for the Project which adjusts for the difference between the estimated Indirect Cost Rates previously billed and the final Caltrans approved Indirect Cost Rates for that year.

2. [If other special conditions are applicable for Los Angeles County, add here.] ATTACHMENT NO. 2
West Covina On-Demand Microtransit Proposal
LA Metro Visionary Seed Fund
Attachment A
General information:

1. Applicant Name: The City of West Covina

2. Primary Contact Name: Kelly McDonald

3. Primary Contact Title: Public Services Manager

4. Primary Contact Phone Number: (626) 939-8494

5. Primary Contact Email Address: [email protected] Project Information:

6. Project Name: West Covina On-Demand

7. Project Cost: $1,098,484

8. Requested Amount of VSF Funding: $659,090

9. Project Overview
This proposal seeks to establish a microtransit service, to be known as West Covina On-Demand, that would serve the City of West Covina, providing connection to wider fixed-route bus service, Metrolink service, and other regional transportation services. The service will provide crucial access to employment opportunities, education institutions, transit hubs, downtown shopping centers and restaurants, senior facilities, and community centers that will greatly enhance the quality of life for residents of West Covina. Better connections between West Covina and Downtown Los Angeles will open up a new market of opportunity for residents to easily book multimodal journeys between the fixed route bus system and the commuter/regional rail services offered at a number of high-volume points of interest.

10. How does the project aim to increase ridership?
The West Covina On-Demand service will contribute to rider growth because it has been designed to be convenient, equitable, and affordable. To build the service zone, the City of West Covina considered popular nearby destinations, natural boundaries (including highly frequented freeways), existing transit services, and areas where residents may currently be unaware of irregular boundary lines. The service will also complement existing transportation services through the incorporation of intermodal capabilities in the Rider App that will allow riders to connect to other modes of transportation, such as existing Foothill Transit fixed route bus services and connections to Metrolink. With these features, West Covina will be able to support efficient coordination, increased ridership, and seamless connections across the entire regional transit network.

West Covina On-Demand Microtransit Proposal
LA Metro Visionary Seed Fund

11. Describe the geographic scope of project (i.e. communities the project serves) The service zone includes approximately 50% of the city-wide boundaries. Nearly a third of the service area of West Covina On-Demand is considered an SB 535 disadvantaged community and many individuals have long faced historic disinvestment and underrepresentation. The City has a population of 109,500 and nearly 70% of the population identifies as non-White or of Hispanic / Latino origin. Additionally, 9% of individuals are currently experiencing poverty and 23% are currently living within 200% of the poverty threshold.

Moreover, 11% of West Covina residents are currently living with a disability, and 16% of individuals are seniors (65+).

12. What research question(s) will implementation of the project help to answer? What is the appropriate service model for the West Covina On-Demand service to implement efficient firstmile last-mile trips and facilitate increased ridership on the Foothill Transit Silver Streak line?

13. How is the project an innovative approach to mobility? Via’s technology is proven to drive the most efficient cost per ride in the industry. Their proprietary algorithms and mapping infrastructure are designed to increase vehicle utilization, reduce both travel time and vehicle miles traveled (VMT), and deliver a high-quality service for riders. Their software uses machine learning and artificial intelligence, and leverages the data of the nearly 115 million trips they have served, to make routing decisions based on historic and real-time traffic speeds and demand on a second-by-second basis. This allows vehicles to avoid congested areas and slower roads and provide more accurate wait times and ETAs to riders.

14. Describe how the project could be expanded or scaled up post-implementation.

An advanced analytic suite will provide the City with real-time insights into the project’s performance. The reports include daily and weekly views of the key performance indicators of the deployment, including revenue miles, revenue hours, utilization, on-time performance, trip status (no show, canceled, completed), passenger counts, fares, and trip type (ambulatory/non-ambulatory, etc). These reports inform deployment optimization and long-term planning and can be queried and filtered for specific insights or treated as ongoing dashboards.

15. What metrics will you use to measure project success? The project will analyze the following metrics to measure project success: high quality of service, ridership, wait times, meaningful and measurable improvements in riders’ access to opportunity (i.e., access to jobs), and cost per ride.

Research Partner:

16. Research Partner Entity Name: Via Strategies

17. Research Partner Type (Circle one)
West Covina On-Demand Microtransit Proposal
LA Metro Visionary Seed Fund
a. Private Company
b. Government Agency
c. Non-Profit Organization
d. Academic Institution

18. Research Partner Primary Contact Name: Dan Berkovitz

19. Research Partner Contact Phone Number: 914-584-2263

20. Research Partner Contact Email Address: [email protected] LA Metro
Visionary Seed Fund
Request for Proposal -
West Covina
Microtransit Service
May 15, 2023
1 1. Rider growth
The proposed microtransit service expansion was designed with the intention to provide increased access to rail and transit for the region’s population and grow overall transit ridership. The current West Covina shuttles, also known as GO West, are not highly utilized by the population. Shuttle ridership has been declining steadily for a decade; annual customer boardings decreased from nearly 64,000 in FY 2016 to about 41,000 in FY 2019, an average of 8.9% per year over a four-year period. The pandemic sharply accelerated the rate of ridership decline to 35.2% per year over the last two fiscal years. Total customer boardings in FY 2021 were just 19% of the total in FY 2016, and 30% of the total in FY 2019. Overall, the service design prioritizes city-wide geographic coverage as a trade-off to a relatively short service span (i.e., days/hours) and low service frequency (i.e., headways). Ultimately, this model is not working for residents of West Covina.

To build the proposed microtransit service zone, the City of West Covina considered popular nearby destinations, natural boundaries (including highly frequented freeways), existing transit services, and areas where residents may currently be unaware of irregular boundary lines. The City also worked closely with Via to clarify goals and service specifications, including desired quality of service metrics (e.g., average wait times, maximum walking distance, etc.), key destinations served, and expected travel patterns throughout the zone, so as to create an efficient service that will be highly utilized by the community.

LA Metro Visionary Seed Fund
The West Covina On-Demand service will also contribute to rider growth by complementing existing transportation services through the incorporation of intermodal capabilities in the Rider App that will allow riders to connect to other modes of transportation, such as existing Foothill Transit fixed route bus services and connections to Metrolink. Functionally, the West Covina On-Demand Rider App will offer users multimodal planning through integrations with live GTFS feeds, display real-time schedule information about other modes of transportation, and provide riders with multimodal and multi-leg trip proposals, including details about each journey option (e.g., walking distance, wait time, price). With these features, West Covina will be able to support efficient coordination, increased ridership, and seamless connections across the entire regional transit network. An example of this booking flow is shown below:

1. Riders can set a fixed-route transit stop as their
trip destination within the Rider App.

1. Riders can view the scheduled buses at that stop
along with real-time updates, such as updated
bus arrival time in response to delays.

1. After selecting a scheduled bus time, the Rider
App will propose trips which will drop them off 5-
10 minutes before the scheduled bus departs.

A best-in-class rider app
Via’s simple and customer-friendly rider app will also further drive service adoption by delivering a high-quality customer experience. The app will be white-labeled to reflect West Covina’s branding. Via’s rider app is designed with accessibility at the forefront and includes a host of features for those in need of visual, audio, cognitive, or mobility accommodations. The app allows for pre-scheduled and on-demand booking.

For individuals without smartphones or internet access, or for those who simply prefer, Via’s system allows riders to book rides by calling a customer support representative. West Covina will also work with Via’s in-house Marketing team to design a bespoke and multi-channel marketing program to generate excitement and awareness for the service. For West Covina, this program will center around key messages to commuters, access to the wider multi-modal regional network, and affordability and ease of use. Once the ride is booked, riders are able to track their vehicle in real time on the map prior to their pickup, either through the app or by calling a customer support representative. Additionally, riders are provided:

Via’s multimodal app makes it seamless for riders to connect to fixed route transit services, and book across their entire end-to-end journey 2 ● Walking
directions to
their pickup
● Vehicle
information
including
license plate,
driver name,
and driver
photo
● Total cost of
trip, according
to the agency’s
preferred fare
structure
● SMS alerts for
when their
vehicle is
approaching
Riders can pay for their trips directly through the app using a variety of payment methods such as credit or debit cards, subscription passes, digital transit passes, cash cards, or vouchers. The system can also be configured to allow for cash payment for riders who are unbanked or cash-preferred.

LA Metro Visionary Seed Fund
One of the top 10 largest transit agencies in
the US ran a pilot with multiple microtransit
providers. Via achieved 2x the vehicle
utilization of the other providers.
2x

2. Innovation
Algorithms to drive efficiency
Via’s technology is proven to drive the most efficient cost per ride in the industry. Their proprietary algorithms and mapping infrastructure are designed to increase vehicle utilization, reduce both travel time and vehicle miles
traveled (VMT), and deliver a high-quality service for riders.

Their software uses machine learning and artificial
intelligence, and leverages the data of the nearly 115 million trips they have served, to make routing decisions based on historic and real-time traffic speeds and demand on a
second-by-second basis. This allows vehicles to avoid
congested areas and slower roads and provide more
accurate wait times and ETAs to riders.

Competitors Via
3 End-to-end platform
Via’s software is designed to address all
of LA Metro’s key priorities. Their rider
and driver apps are fully accessible and
designed to drive rider adoption and
seamlessly connect to first and last mile
transit. The Via Operations Center (VOC)
allows for the efficient management of
service in real time. They can also
provide solutions to manage rider
eligibility across multiple services and
maintain automated tools for the
scheduling and management of vehicle
fleets, drivers, and trips.

Rider App Driver App
Dispatch,
Operations, &
Reporting Platform
Case Study:

The City of Wilson, North Carolina was able to improve utilization, doubling ridership and decreasing their costs per ride by 50% by replacing their underperforming fixed route network with Via’a turnkey microtransit software and operations solution.

LA Metro Visionary Seed Fund
As discussed above, the software can also be integrated with the existing public transport network, allowing riders to book trips that span multiple modes of transport (e.g., existing fixed route buses, metro services, and microtransit). Passengers can view all available public transit options in the app and book intermodal trips that leverage both microtransit and fixed route service. The service can also be customized to prioritize fixed route or microtransit options based on West Covina and LA Metro’s preferences.

3. Benefits Equity Focus Communities and Improves System Accessibility
Nearly a third of the proposed service area of West Covina On-Demand is considered an SB 535 disadvantaged community and many individuals have long faced historic disinvestment and underrepresentation. The City has a population of 109,500 and nearly 70% of the population identifies as non-White or of Hispanic / Latino origin. Additionally, 9% of individuals are currently experiencing poverty and 23% are currently living within 200% of the poverty threshold. Moreover, 11% of West Covina residents are currently living with a disability, and 16% of individuals are seniors (65+).

The proposed West Covina On-Demand microtransit service is specifically designed with equity in mind.

The need to reduce barriers to opportunity and improve overall quality of life for low-income and transit-dependent residents in the region is high. This project will explicitly address equity, accessibility, and environmental justice concerns in the following ways:
1) Improve economic strength by increasing access to employment opportunities, educational institutions, and essential services such as low-cost grocery stores and healthcare facilities 2) Adequately meet the accessibility needs of residents, employees, and visitors who are without access to a private vehicle and those who choose not to drive (or cannot drive) including seniors, students, individuals with low-income, and persons with special needs or disabilities. 3) Address environmental justice concerns by encouraging use of transit and reducing overall reliance on the single occupancy vehicle (SOV) to decrease congestion and emissions in the region
Please see Exhibit 6 for more information on how the project is designed to benefit Equity Focus Communities.

LA Metro Visionary Seed Fund 4
5 Illustrative example - West Covina and Via will work
together to design a custom-branding for the service

4. Project Readiness
The West Covina On-Demand project can be obligated immediately after VSF award announcements.

The West Covina microtransit service will be operated with 5 vehicles (such as the Toyota Sienna) with capacity of up to 7 riders. The City has also included in the proposed fleet the necessary number of wheelchair-accessible hybrid vehicles (WAVs), which comply with Americans with Disabilities Act (ADA) requirements, to offer an equivalent quality of service for customers using wheelchairs and other mobility aids. For WAVs, the project will also use hybrid Toyota Siennas. The vehicle proposal includes an assumed 75% fleet usage. With support from the LA Metro Visionary Seed Fund, the City of West Covina will accomplish the following short-term, mid-term, and long-term objectives to implement the on-demand microtransit service.

Short term: West Covina will accomplish the following short-term objectives to oversee project kickoff and service implementation. After finalizing the contract with the LA Metro, the City will organize an inperson kickoff meeting to be held at the City of West Covina offices where partners will set a schedule for monthly project meetings to ensure ongoing communication. Next, partners will finalize all contracts and cooperation agreements which will include the adoption of consistent driver and vehicle standards. Via will work with their leasing partners to procure a fleet of 5 custom-branded vehicles for the West Covina microtransit service, including enough hybrid wheelchair accessible vehicles (WAVs) to provide equivalent services to all riders. Vehicles can be scaled up or down in order to best meet the needs of the service operations, and Via’s pricing model ensures that we will only pay for vehicle hours used, not for total fleet size.

Long Term: The City projects that after one year of operation, the service will generate 1,470 rides per typical week and 6,000 rides per month. Service ridership will depend on several factors, with service marketing and the ongoing effects of COVID-19 being the key determiners over the next six months.

Despite these uncertainties, the City of West Covina anticipates that the program will have the capacity to provide accessible transportation services for a rough total of 72,000 individuals annually.

Finally, West Covina, Via, and Via Strategies will produce a final research report with data, outcomes, and analysis of the program that will include lessons learned and recommendations for citywide implementation.

Mid Term: The City will work to ensure that
the service is effectively designed to increase
public transportation ridership and widely
utilized by equity priority communities. The
City will have access to sophisticated
analytics tools through Via’s Remix tool and
data visualization reports and will review
reports monthly to identify areas for service
improvement. Via will also maintain and
provide quarterly upgrades to the backend
system to improve the service in response to
performance metrics and user feedback.

LA Metro Visionary Seed Fund
6 5. Achievable Project Schedule
West Covina will partner with Via Transportation, Inc. (Via) to oversee the project during the yearlong pilot (December 2023 - November 2024). The below table outlines the projected length of time of each step, major tasks, and the responsibilities of both West Covina and Via. The City of West Covina requests $659,090 through the LA Metro Visionary Seed Fund (VSF) to implement the one-year microtransit pilot project (also known as West Covina On-Demand). The total cost of the project is $1,098,484—West Covina will cover 40% or $439,394 and is requesting 60% of total project costs, or $659,090, through VSF.

Stage Core Activities and Milestones
Pre- and post-award
July 2023
● Announcement of Visionary Seed Fund awards
● West Covina and Via will continue to align on goals for initial system/needs assessment among transit and community
stakeholders
Post award prelaunch activities
July 2023 - August
2023
● Align on performance goals, service quality targets, and reporting requirements to continue the service
● Provide service branding assets and communicate marketing goals
● App development (both Rider App and Driver App)
● Localize the back-end and front-end environment and perform internal system tests
Procurement of
vehicle fleet
August 2023 -
September 2023
● Establish implementation plan
● Conduct survey of existing charging infrastructure to optimize charging plan
● Finalize staffing and operations plans
● Determine technical and algorithm adjustments for
implementation
● Source vehicles and inspect all vehicles
Prepare for VSF
project launch
September 2023 -
December 2023
● Via will continue testing the service with real riders and drivers — reviewing routing, rider messaging, and other functionalities to ensure the experience aligns with the City’s project vision ● Conduct any necessary training workshops with drivers and West Covina staff
Ongoing VSF Project
December 2023 -
November 2024
● Facilitate ongoing integration discussions with local transportation providers
● Continue to provide input on desired service characteristics ● Review data reports
● Provide feedback on service performance
● Make iterative improvements based on feedback from riders, drivers, and the City
● Implement post-launch marketing strategy to attract new riders Post VSF Contract
December 2024
● Share service data and benchmark performance
● Submit report to VSF including a 1 year financial report LA Metro Visionary Seed Fund
7 6. Project Scalability
Via has leveraged their more than 10 years experience operating demand-response microtransit solutions to build a sophisticated proprietary tool to predict demand and thus estimate required supply levels to scale the service up and down. As a standard part of Via’s solution, they can add or remove vehicles to the fleet as required.

Unlike taxi-dispatch models which rely on a static shift based approach to staffing, Via’s supply optimization model enables a cost model where only the requisite amount of vehicle hours are deployed to meet demand, minimizing costs and unlocking scale overtime as ridership grows. This means that Via can maintain a pool of 12-15 drivers, to ensure ample coverage in the event a driver is off sick or otherwise unavailable, and the City will only be charged for the number of drivers actively needed at a given point to meet demand. Current proposed services hours are Monday - Friday 7AM - 7PM, 12 hours per day and 60 hours per week.

The Shift Optimizer is able to
automatically produce multiple solutions
with optimal shift plans to ensure highly
efficient driver staffing that is matched to
the City’s demand patterns and factoring
any set constraints, parameters, and labor
rules.

Via regularly leverages the Shift Optimizer
to ensure their supply planning is dynamic
week to week to ensure that driver supply
levels are perfectly matched to changing
demand patterns such as those induced
by inclement weather, holidays, and
seasonality.

6. Source: National Transit Database 2021
An advanced analytic suite provides the City with
real-time insights into the network’s performance. The
reports include daily and weekly views of the key
performance indicators of the deployment, including
revenue miles, revenue hours, utilization, on-time
performance, trip status (no show, cancelled,
completed), passenger counts, fares, and trip type
(ambulatory/non-ambulatory, etc). These reports
inform deployment optimization and long-term
planning and can be queried and filtered for specific
insights or treated as ongoing dashboards.

LA Metro Visionary Seed Fund

7. Project Team
The City of West Covina will serve as the primary administrator for the project. In addition to ensuring the pilot’s ongoing alignment with the Visionary Seed Fund objectives, West Covina will offer strong local partnerships, knowledge of local transportation infrastructure and public transit operations, leverage various existing communication channels to increase ridership, and deliver strategic guidance for the design and ongoing delivery of the project. The West Covina Project Team will be led by Kelly McDonald, Public Services Manager.

West Covina’s Project Team will work hand and hand with a dedicated team at Via to manage, supervise, and advise on every aspect of service design and delivery. This includes support through the following teams:
● Contract: Via’s in-house team of service design experts and consultants led by Dan Berkovits will work closely with The City and LA Metro to finalize project goals, key KPIs, and service design as well as manage the contracting process and administration. ● Launch: Via’s launch team will work closely with the City to oversee the full end-to-end implementation of Via’s software and ramp up our operation on the ground ● Partner Success: Partner Success will work day-to-day with the West Covina team, orchestrating business review meetings, continuously monitoring service performance, and driving iterative improvements. Alex Seidel, the City’s dedicated Partner Success Manager, is based in Los Angeles and will remain dedicated to the service or the life of our partnership. ● Operations: The Operations team will assume full responsibility for the end-to-end management of daily operations including vehicle supply and maintenance, driver recruitment and staffing, service delivery, and customer support. Via has recruited and trained tens of thousands of drivers across its global deployments. Via will supplement live training workshops with a suite of written training documents tailored to meet any of West Covina and LA Metro’s unique needs. Kelley O’Connor will be the City’s dedicated General Manager for all matters related to operations. ● Expert Support: West Covina’s service will be supported by Via’s Rider Growth and Community Engagement teams, who will ensure ongoing service growth, and strong partnerships with local community organizations.

LA Metro Visionary Seed Fund 8

8. Alignment with Vision 2028
The proposed service will address four of the five main objectives identified in LA Metro’s Vision 2028 Strategic Plan:

1. Provide high-quality mobility options that enable people to spend less time traveling;

2. Deliver outstanding trip experiences for all users of the transportation system;

3. Enhance communities and lives through mobility and access to opportunity; and

4. Transform LA County through regional collaboration and national leadership.

1. Provide high-quality mobility options
Riders will also love the West Covina On-Demand service because it will make public transit the most reliable transportation option. Riders can expect a maximum 15-minute wait time and reasonable overall travel times, as West Covina will be able to adjust parameters continually to prioritize efficient service. On average, the daily average utilization (customers per vehicle per hour) of all Via’s microtransit services is

2.5, and the West Covina microtransit service is fully expected to reach or surpass that number.

2. Deliver outstanding trip experiences
The West Covina On-Demand service will deliver an outstanding trip experience by ensuring that the service is user-friendly and affordable. With a Rider App that is certified WCAG 2.1 AA compliant and available in multiple languages, Via can offer high-quality transportation to all residents within the City’s designated service zone. Since the technical capabilities will also allow the integration of microtransit services into the City’s existing transit network, riders will be able to get around effortlessly.

3. Enhance communities through mobility and access to opportunities A key goal of this project is to facilitate access to opportunity, particularly jobs at key employment hubs like the AutoMall, regional hospitals, etc. By deploying effective on-demand microtransit in an area with limited public transit service coverage and significant barriers to existing fixed route service, West Covina can explicitly increase access to opportunity. Residents will be able to order an on-demand trip to essential services throughout the area including schools, healthcare institutions, major employers, and entertainment venues.

4. Transform LA County through regional collaboration
West Covina believes partnerships are best approached in a collaborative manner to ensure all parties (including community groups) understand the context in which the service will be operating and are able to provide ongoing feedback. The City’s rider engagement strategy will target hard-to-reach populations by implementing strategies that specifically appeal to underserved populations. Even the most carefully designed services can fail if passengers and local residents are unaware of newly-available on-demand options—or worse, assume they will be excluded from them. West Covina will take outreach seriously while implementing the service—paying specific attention to passengers who do not have a smartphone, do not have a bank account, speak a different language, or live with a disability—to ensure that the public microtransit service truly serves everyone.

LA Metro Visionary Seed Fund 9
West Covina Application to LA Metro’s Visionary Seed Fund Exhibit II: Project Budget
The City of West Covina requests $659,090 through the LA Metro Visionary Seed Fund (VSF) to implement the oneyear microtransit pilot project (also known as West Covina On-Demand). The total cost of the project is $1,098,484— West Covina will cover 40% or $439,394 and is requesting 60% of total project costs, or $659,090, through VSF.

The City of West Covina’s proposed Visionary Seed Fund budget covers both initial startup capital software costs and vehicle hours to launch the West Covina On-Demand service. The City has worked closely with Via to develop a budget that will facilitate a world-class project while maximizing the value per dollar. Although all proposed costs will be allocated to the turnkey Transportation-as-a-Service (TaaS) contract with Via, the budget is generally divided into two primary categories:

1. Capital Costs for On-Demand Service.
● Installation Software Fee: one-time installation fee for quality assurance and system testing, vehicles, driver onboarding, and launch preparation for each phase of the West Covina On-Demand microtransit service.

2. Operating Costs for On-Demand Service.
● Ongoing Operational Costs. Operating fees to cover the total number of vehicle-hours delivered, charged on a monthly basis. This includes all ongoing costs associated with:
○ Driver Labor
■ Driver Service Hours
○ Vehicles
■ Fleet provision
■ Vehicle maintenance
■ Vehicle repairs
■ Vehicle cleaning
■ Vehicle fueling
■ Vehicle insurance
■ Fleet storage
Finally, pricing on the proposed budget includes annual cost increases according to an inflation and innovation index.

This 5% annual increase captures both inflation and Via’s ongoing investment in product innovation, which provides the company with the flexibility to invest in long-term growth and sustainability of services by incorporating and deploying best-in-class technology in a constantly-evolving industry. The inflation and innovation index covers the research and testing needed to provide a solution that is as cutting-edge in the last year of a contract as in the first and allows Via to continue to provide all upgrades and new functionalities at no additional cost. Please see the following page for an itemized breakdown of the proposed budget.

Itemized Budget for Year 1 of West Covina On-Demand Microtransit Pilot West Covina Application to LA Metro’s Visionary Seed Fund Total Number of Vehicle Hours 12,272
Fully Loaded Cost / Vehicle Hour
(Excl. Upfront Costs)
$79.73
Days / Week of Operations 5
Avg. Service Hours / Day 12
Duration of Deployment (Months) 12
Non-WAV Vehicles in Fleet 4
Wheelchair Accessible Vehicles (Included in Price) 1
Total Active Vehicles in Fleet 5
Additional Spare Vehicles in Fleet 1
Fixed Upfront Costs $70,000
Via Strategies Research Activities $50,000
Ongoing Operational (Non-Upfront) Costs $978,484
Total Cost $1,098,484
West Covina Application to Visionary Seed Fund
Exhibit III: Project Schedule
West Covina will partner with Via Transportation, Inc. (Via) to oversee the project during the yearlong pilot (December 2023 - November 2024). The below table outlines the projected length of time of each step, major tasks, and the responsibilities of both West Covina and Via.

Stage Core Activities and Milestones
Pre- and post-award
July 2023
● Announcement of Visionary Seed Fund awards
● West Covina and Via will continue to align on goals for initial system/needs assessment among transit and community
stakeholders
Post award prelaunch activities
July 2023 - August
2023
● Align on performance goals, service quality targets, and reporting requirements to continue the service
● Provide service branding assets and communicate marketing goals
● App development (both Rider App and Driver App)
● Localize the back-end and front-end environment and perform internal system tests
Procurement of
vehicle fleet
August 2023 -
September 2023
● Establish implementation plan
● Conduct survey of existing charging infrastructure to optimize charging plan
● Finalize staffing and operations plans
● Determine technical and algorithm adjustments for
implementation
● Source vehicles and inspect all vehicles
Prepare for VSF
project launch
September 2023 -
December 2023
● Via will continue testing the service with real riders and drivers — reviewing routing, rider messaging, and other functionalities to ensure the experience aligns with the City’s project vision ● Conduct any necessary training workshops with drivers and West Covina staff
Ongoing VSF Project
December 2023 -
November 2024
● Facilitate ongoing integration discussions with local transportation providers
● Continue to provide input on desired service characteristics ● Review data reports
● Provide feedback on service performance
● Make iterative improvements based on feedback from riders, drivers, and the City
● Implement post-launch marketing strategy to attract new riders Post VSF Contract
December 2024
● Share service data and benchmark performance
● Submit report to VSF including a 1 year financial report West Covina Application to Visionary Seed Fund
Exhibit IV: Research Partner Letter of Commitment
Visionary Seed Fund
LA Metro, MTA Building
1 Gateway Plaza
Los Angeles, CA 90012
Dear LA Metro,
Please accept this letter indicating my support and commitment to the City of West Covina’s application to LA Metro’s Visionary Seed Fund. Should this project be selected, Via Strategies is prepared to assume the role of “Project Research Partner”.

Via Transportation, Inc. (Via) is the world leader in planning, developing, and operating innovative public mobility systems, offering innovative transit solutions to nearly 1,000 public agencies and institutions in more than 26 countries. Over the past nine years, Via has evolved from a revolutionary on-demand transit platform into an organization that can plan and manage every aspect of public mobility. In 2021, Via acquired Remix Software, Inc., the only collaborative mapping platform for transportation decision-making. The acquisition brings together world class technology solutions to fully support the transportation community in multimodal planning, scheduling, and operating on-demand and fixed route transit, paratransit, and school buses.

If West Covina is selected, the research portion of this project will be carried out by Via Strategies, a dedicated, independent team within Via that is focused on planning and consulting. As planners, Via Strategies leverages the knowledge and expertise that the organization has built in designing and operating cutting-edge mobility solutions across a broad range of use-cases, geographies, and contexts. Based on this experience, Via Strategies is one of the only firms with the expertise to provide forward-looking recommendations for transitioning demand-responsive services— including paratransit—that are pragmatic and actionable. Via Strategies has worked with agencies around the world to drive innovation in their transit networks. A representative map of our consulting clients is shown below.

The West Covina On-Demand project is designed to increase transportation ridership by providing more convenient connections to existing fixed-route services, in particular the Silver Streak line on Foothill Transit. The Silver Streak bus runs east to west, from downtown Los Angeles to Claremont, with stops in West Covina and Pomona. According to a recent Executive Summary report released by Foothill Transit in January 2023, ridership on all routes declined significantly from June 2019 to June 2021—weekdays experienced a 48% decline, Saturdays a 36% decline, and Sundays a 32% decline. Much of this can be attributed to changing travel patterns due to the COVID-19 pandemic, and yet transportation agencies must adapt to these changes in order to stay relevant and accessible.

The City of West Covina strongly believes that residents will utilize the proposed microtransit service (West Covina On-Demand) to access longer distance trips on the Silver Streak. In the current system, residents are required to walk anywhere from .5 - 1 mile to access a fixed-route bus stop that can connect them with the Silver Streak line, resulting in long travel times and inefficient journeys. Moreover, these types of trips are entirely inaccessible to seniors or individuals with disabilities who are unable to walk long distances.

While microtransit has often been utilized as a solution to fulfill first-mile last-mile transit gaps, there are still many unanswered questions surrounding best practices for this type of service. If selected for funding, Via Strategies will work with the City of West Covina to study various service models that can support efficient first-mile last-mile trips and yield better coverage for the community. At key points over the course of the year, Via Strategies will modify the West Covina On-Demand service model and analyze key metrics to better understand what model works best to fulfill first-mile last-mile transit gaps. Modifications could include tweaking the service zone or prioritizing pickups/drop offs at Silver Streak transit hubs. Key metrics will include monthly ridership on the Silver Streak line, monthly ridership on the West Covina On-Demand service, and number of trips that begin or end at a Silver Streak transit hub (4 of which are currently located within the proposed microtransit zone). The research question for the purposes of this study will be: What is the appropriate service model for the West Covina On-Demand service to implement efficient first-mile last-mile trips and facilitate increased ridership on the Foothill Transit Silver Streak line?
The full cost of this research project will amount to $50,000 over the course of one year. Thank you very much for your consideration of our proposal and we look forward to the potential of working together.

Sincerely,
___________________________
Dan Berkovits
Vice President of Via Strategies
Via Transportation, Inc.

West Covina Application to Visionary Seed Fund
Exhibit V: Project Team Members and Staff
Throughout the contract term, the City of West Covina will work closely with Via’s Launch, Partner Success, Service Design, Marketing, and Community Outreach teams to ensure the smooth and successful operation that meets the unique mobility goals of the West Covina region. The Via Project Team will manage work streams and track progress towards deliverables during regular internal weekly check-in meetings with the City. At all times, the City will have full and complete access to the broader Via network consisting of product development, service design, operations, consulting, and marketing experts, who will join the team’s weekly meetings and proactively contribute to the project’s success. The designated Via point of contact will be responsible for facilitating these conversations and for transferring knowledge between West Covina and the broader Via team.

Key personnel for this project will be:

Organization Name Title Role Involvement
City of West Covina Kelly
McDonald
Public Services
Manager
Overseeing all aspects of the
service to drive rider growth
40%
City of West Covina Paulina
Morales
Assistant City
Manager
Advising on day-to-day
operations of the service
40%
Via Transportation,
Inc.

Alex Seidel Partner Success
Manager
Main point of contact for
FAX-Go on the Via team
40%
Via Transportation,
Inc.

Ariel Gordon Launch Manager Oversee all aspects of service launch
20%
Via Transportation,
Inc.

Garrett
Brinker
Partnerships
Principal
Lead all contracting and
expansion efforts
20%
Role Designation
The City of West Covina (Lead Applicant): The City will be responsible for monitoring the West Covina On-Demand service. The City will administer the project, contract with LA Metro and other project partners, name the executive partner representatives, organize the weekly meetings reviewing the project progress, and interact with the project support team provided by LA Metro. The City will ensure contractual obligations regarding the deliverable submittals and grant management. The City will also lead the outreach to community organizations, neighboring jurisdictions, and large employers to ensure the service is designed and delivered to meet the needs of traditionally underserved communities. The City will promote the service through its communications channels. Following the work of earlier studies, the City will analyze data related to the pilot program to determine its replicability in other areas of the City.

Via (Project Partner): Under subcontract with the City of West Covina, Via will serve as the Project Manager and Operator, coordinating the roles and responsibilities of team members across organizations. Via will operate the West Covina On-Demand service on behalf of the City, sourcing drivers and vehicles while providing the full microtransit technology suite along with rider marketing, customer support, fare collection, driver recruitment and training, fleet acquisition and maintenance, and ongoing data reporting and analysis tools.

Organizational Experience
West Covina: The City of West Covina is located in the San Gabriel Valley, 20 miles east of downtown Los Angeles.

Incorporated as a general law city in 1923, the City operates under the council/manager form of government.

West Covina Application to Visionary Seed Fund
Covering 16 square miles, the City has developed into a commercial and residential community, with a population currently estimated at about 110,200 residents. West Covina’s total projected operating and capital improvement expenditures for the upcoming fiscal year are over $129 million. The City offers 16 parks, four community centers, a Sports Complex, and a County-operated library. The City provides a full range of services to its citizens, including police, fire and emergency medical; construction and maintenance of streets, traffic signalization and other infrastructure; planning and building safety; and social, recreational and cultural activities and events. Through a contractor, the City provides a fixed route shuttle service consisting of three alignments, as well as a demand response service, which provides curb-to-curb shared rides for seniors and disabled persons. In addition to City General Funds, this wide range of services is funded through special revenue sources and grants.

Via: Via Transportation, Inc. (“Via”) was established in 2012 with a simple yet ambitious mission: to build software that powers the world’s most convenient and efficient mobility solutions. Over the past ten years, Via has developed the most sophisticated technology and operational expertise for powering diverse mobility services, including microtransit, paratransit, and school transportation. Via’s transit technology has powered over 100 million rides around the world, working in partnership with over 600 cities, transit agencies, and departments of transportation in 40 countries. As the technology and operations partner for the existing Mountain Climber on-demand service, Via will be responsible for the continued provision of the service zone, which will include a 90% zone expansion as well as interzone travel with two commuter routes that will include access to the airport.

West Covina Application to Visionary Seed Fund
Exhibit VI: Equity Statement
Nearly a third of the service zone is considered an SB 535 disadvantaged community and many individuals have long faced historic disinvestment and underrepresentation. The City has a population of 109,500 and nearly 70% of the population identifies as non-White or of Hispanic / Latino origin. Additionally, 9% of individuals are currently experiencing poverty and 23% are currently living within 200% of the poverty threshold. Moreover, 11% of West Covina residents are currently living with a disability, and 16% of individuals are seniors (65+).1 The proposed West Covina On-Demand microtransit service is specifically designed with equity in mind. The need to reduce barriers to opportunity and improve overall quality of life for low-income and transit-dependent residents in the region is high. This project will explicitly address equity, accessibility, and environmental justice concerns in the following ways:
1) Improve economic strength by increasing access to employment opportunities, educational institutions, and essential services such as low-cost grocery stores and healthcare facilities. 2) Adequately meet the accessibility needs of residents, employees, and visitors who are without access to a private vehicle and those who choose not to drive (or cannot drive) including seniors, students, individuals with low-income, and persons with special needs or disabilities. 3) Address environmental justice concerns by encouraging use of transit and reducing overall reliance on the single occupancy vehicle (SOV) to decrease congestion and emissions in the region.

Improving equity and economic strength.

The West Covina On-Demand service will foster economic growth throughout the region by providing residents with a first-last mile connection to access transit hubs, essential services, and most importantly, job sites. Via measures improved access using Remix’s “Jane” tool, a travel time isochrone that visualizes access and mobility across a transit network, both before and after the introduction of microtransit to West Covina. By evaluating the number of residents (or jobs or other destinations) within a given travel-time threshold of a given point of origin, we can show the impact of West Covina On-Demand on access to jobs and other essential services. As shown in the maps below, Jane currently has access to ~60,000 jobs within a 60-minute commute at 9:00am on a weekday. With the ondemand microtransit service, Jane would have access to nearly 100,000 jobs during the same window. 1 American Community Survey, 2019.

The service will not only help commuters connect to and from various regional transportation services but will also facilitate improved access to community destinations, such as shopping centers, parks, etc.

Improving Accessibility for Transit-Dependent Populations The West Covina On-Demand service will include components that enable the more accessible and safer circulation of the City’s disadvantaged communities including seniors, low-income households, people with disabilities, and those without access to private vehicles, among other vulnerable populations. Components will include:

1. Discounts for Disadvantaged Communities

2. Training to educate drivers on appropriate customer service for seniors and riders with disabilities

3. An accessible rider app that is designed in accordance with ADA and Web Content Accessibility Guidelines (WCAG) 2.0 standards with features such as talkback, voiceover capabilities, and automatic free rides for caretakers. As a paratransit software developer, accessible demand response provider, and a direct operator of ADA paratransit services, Via understands what it takes to deliver safe, comfortable, and accessible trips to all riders.

4. Accessibility for Unbanked Riders. While those with credit cards, debit cards, Apple Pay, or Google Pay will be encouraged to pay via contactless payment in the app to speed up service, not all West Covina community members have access to bank accounts. These riders will have the option to pay with cash, cash cards, and electronic vouchers.

5. Accessibility for Riders without Smartphones. The rider app makes it possible for those who work, live, and learn in West Covina to easily book rides. However, for community members without smartphones, the option will be available for them to call to book a ride.

Providing affordable and reliable transportation to encourage modeshift.

According to data from the Longitudinal-Employer Household Dynamics tool maintained by the US Census, 78% of people who live in West Covina drive alone to work. This indicates that a tremendous amount of inbound and outbound transportation is required to/from the city every day, demonstrating the need for expanded and intracity and mobility services. Additionally, given that 26% of West Covina households own only one car or are entirely carfree, the need for greater transit options with higher quality of service is paramount.

West Covina On-Demand will encourage modeshift away from SOV and towards public transit by serving as a firstand last-mile connection for super-commuters traveling out of West Covina for work. Instead of relying on SOVs to drive to work or access existing transit stations, West Covina On-Demand will enable more people to live a car-lite lifestyle. Additionally, Via’s industry-leading routing and ride assignment algorithms analyze all trip requests, assign riders to the best-suited vehicle, and group passengers headed in the same direction into efficient shared rides (thus reducing the number of vehicles on the road and overall vehicle miles traveled). Via’s algorithms continuously optimize pick-ups, drop-offs, and routing based on live demand and traffic conditions, while providing riders, drivers, and administrators with real-time information.

West Covina Application to the Visionary Seed Fund
Exhibit VII: Project Map
Please see below for a map of the proposed service zone for the West Covina On-Demand microtransit service.

West Covina Application to the Visionary Seed Fund
The service will provide expanded access for individuals living in California’s most vulnerable and transit-dependent communities, as shown in the maps below.

ATTACHMENT NO. 3
West Covina On-Demand
Service Area
ATTACHMENT NO. 4

TRANSIT AS-A-SERVICE (TAAS) SERVICE ORDER
Date: June 10, 2024

1. Purpose; Scope
By this service order (the “Order”), Nomad Transit, LLC (“Nomad”), a wholly owned subsidiary of Via Transportation, Inc. (“Via”) and City of West Covina (“Customer”) agree to collaborate towards the initiation of Customer’s demand response transit service in West Covina (as agreed upon by the parties during the planning and design stages of the Pilot) for two years following launch thereof, subject to extension by mutual agreement of the parties.

Nomad will provide Customer with technology and technology-enabled integration services (the “Services”), acting as a broker coordinating the services of third party service providers to effectuate the on-demand transit service (the “Pilot”). Nomad will contract with third party service providers to effectuate such integration, including with fleet managers, vehicle suppliers, driver partners, background check providers, customer service support agencies, a payment processor and insurance brokers and underwriters. Nomad’s Services will include:
 Localization of a proprietary cloud-based dynamic vehicle routing and real-time passenger aggregation system;
 Access to the Via mobile rider application (iOS and Android) for individuals using the Customer’s service (“Riders”) to book and pay for rides through a smartphone;  Access to booking via a dedicated phone line for Riders who do not have access to a smartphone;
 Access to the Via mobile driver application for drivers to route and service rides through a smartphone or tablet;
 Establish relationship with vehicle rental company (“Vehicle Partner”) to provide access to vehicles on a rental basis to independent contractor driver partners (“Driver Partners”) who shall provide transportation services;
 Accompanying technical and operational support service;  Marketing and outreach initiatives as described herein.  Data sharing and reporting as described herein.

Conflicts between this Order and any other terms and conditions or written agreements between the parties shall be resolved in favor of this Order.

2. Duration & Launch Date
The duration of the Pilot shall last for a period of 12 months following the launch date (the “Initial Term”), subject to extension by mutual agreement of the parties on terms to be agreed (including any increase in monthly fees for additional months).

The Customer will provide written notice to proceed to Nomad at least 12 weeks prior to service launch. For the avoidance of doubt, notice to proceed can only be written by Customer once this Order is signed, and any necessary local and regulatory approvals have been received or registrations completed. Once this Order is executed, Nomad will commence local preparation for launch (“Launch Preparation Period”). Service operation will begin on a mutually agreeable date, no earlier than August 1, 2024, unless Nomad and the Customer define an alternative mutually agreeable date in writing (“Launch Date”).

3. Fees
The Fees for the service described in this Order are:

The table below outlines the payment structure, in which Customer would be charged an upfront fee and ongoing monthly fees based on vehicle hours. All regulatory fees related to the service will be charged as a pass-through cost. The Pilot shall include a fleet of vehicles as described in Section 4, Service Parameters, subject to extension by mutual agreement of the parties on terms to be agreed (including any change in fees). The total contract value shall not exceed $1,048,447 for the 1-year Initial Term.

Customer will be billed for the above fees as described below. Fees assume Launch Date occurs within four months of Order signing. If the Launch Date is delayed beyond four months of Order signing, Nomad may opt to renegotiate the fees. Ongoing monthly fees will be billed payable in advance on the first of the month and as further specified below. Customer shall pay the following fees to Nomad:

Fixed (Upfront) Costs
Customer shall pay to Nomad a non-refundable installation fee of $70,000 which will be payable in full upon signing of this Order. In addition to technology localization costs, installation fee includes 2 rear-/side-entry WAV retrofits at a cost of $15,000 and 6 vehicle wraps at a cost of $2,500 each. Should Customer require additional WAV retrofits or vehicle wraps, Nomad will bill Customer as incurred.

Consulting Costs
Customer shall pay Nomad a non-refundable fee of $25,000 which will be payable in full upon signing of this order. Upon consulting project completion, customer shall pay an additional nonrefundable fee of $25,000.

Ongoing Invoice Fees
Customer shall be responsible for monthly ongoing fees of $79.73 per vehicle hour as outlined below (the “Monthly Subscription Fees”). A vehicle hour is defined as each hour during which a driver is paid on the Via platform. Notwithstanding the number of vehicle hours incurred per month, Customer shall be responsible for a minimum Monthly Subscription Fee of $25,000 per month (the “Minimum Monthly Fees”). The Minimum Monthly Fees shall be payable in advance on the first of the month provided that the first Minimum Monthly Fees shall be due upon execution of this Order. In the event that the Monthly Subscription Fees for any month exceed the Minimum Monthly Fees paid hereunder, the Customer shall be responsible for paying such difference (the “Monthly True-up”) on a monthly invoice basis. All fees set forth herein shall be payable by Customer on a net 30 basis. If Nomad does not receive timely payment, Nomad may charge the maximum monthly interest allowed by law or one percent, whichever is greater, suspend Nomad’s performance and seek cost of collection, including reasonable attorneys’ fees.

Nomad will provide Customer with an invoice statement showing the calculation of the Monthly Subscription Fees incurred based on the actual number of vehicle hours that Driver Partners performed during that month in the form attached hereto as Exhibit A. The Customer hereby agrees that the sample invoice form set forth on Exhibit A is satisfactory to Customer, both in substance and format, and sufficient to process invoicing such that questions regarding invoice or invoice support format will not delay payment to Nomad. If Customer requires additional invoice support, Nomad can use best efforts to provide it, and additional costs may apply.

Should changes in applicable federal, state or local law result in a significant change in Nomad’s costs, Nomad or Customer may opt to renegotiate the ongoing monthly fees. Should changes in applicable market dynamics result in an increase in Nomad’s cost per hour of 10% or more to any of the following categories, compared to costs at the time of Order signing, Nomad may amend the ongoing on-demand vehicle hour rate accordingly:
● Labor (driver pay)
● Vehicle rental
● Fuel
Should Nomad elect to adjust the per vehicle hour rate, supporting documentation of the relevant cost increases will be provided to Customer, and this Order will be amended to reflect the new fee structure and per vehicle hour rate so that, at the discretion of the Customer, either:

1. The total not-to-exceed contract value is adjusted such that the total not-to-exceed number of vehicle hours remains unchanged, or

2. The total not-to-exceed number of vehicle hours is adjusted such that the total not-toexceed contract value remains unchanged.

Fare Revenue
Customer shall collect and own all revenue from service fares, net of service fees, starting upon launch of the Pilot.

Launch Delay
If the Launch Date is delayed for more than a month from four months from the date of Order signing by Customer for any reason, Customer shall be responsible for paying Nomad for any actual out of pocket costs incurred by Nomad in preparation for launch (the “Upfront Costs”) and a $2,000 monthly technology fee for the cost of maintaining the technology infrastructure for Customer’s deployment during the period of delay (the “Technology Fee”). The Upfront Costs shall be payable within thirty days from the date Customer notifies Nomad of the delay and the Technology Fee shall be payable monthly at the beginning of the month in which it is incurred.

4. Service Parameters
Nomad will provide access to a platform service (the “Platform”) through which Riders will be able to book and pay for rides on a shared and on-demand basis; and dedicated vehicles will be offered by the Vehicle Partners to Driver Partners on a rental basis.  Geographic Coverage Zone: Approximately 10.2 square miles coverage zone in West Covina, CA
 Service Days/Hours: Monday through Friday 7am to 7pm PST  Rider Fare: The rider fare will be free during the duration of the Pilot, rider fare may be amended by mutual agreement between Customer and Nomad.  Payment: Nomad will ensure acceptance of Rider payment through the app via credit cards and pre-paid debit cards.
 Vehicle Fleet: The Vehicle Partner will offer a fleet of up to 5 branded, licensed and insured vehicles, including one (1) Wheelchair Accessible Vehicle (WAV) to be made available to independent contractor Driver Partners, who will be able to gain access to these vehicles after being registered onto the Platform. If the branded vehicle fleet is not sufficient to meet service requirements for any reason, Nomad has the flexibility to (1) supplement the fleet with a temporary fleet that would include other makes and models, and/or (2) allow for Driver Partners to drive their own personal vehicles, to be deployed for temporary short term periods, as necessary in order to increase the supply of vehicle hours. Such temporary vehicles may be unwrapped and identified by magnets.  Vehicle Registration: Nomad will ensure the execution of the necessary registrations and licensing to perform the Services, with the cooperation and assistance of the Customer.  Parking: Customer shall identify and make available a depot or parking lot with ample overnight parking for the dedicated fleet. The depot/lot must be in a safe and lighted area inside the boundaries of the service zone.

5. Project Team & Governance
Nomad will be responsible for the integration of all relevant elements of the Pilot on a continuous basis during the course of the Pilot and will designate a project manager for this purpose (the “Nomad Project Manager”) who will lead Nomad’s Project Team. Customer will designate a project manager to be the primary point of contact with Nomad throughout the duration of the Pilot (the “Customer Project Manager”). The Nomad Project Manager will be in regular contact with the Customer Project Manager through informal and scheduled project meetings.

The Nomad Project Manager will be empowered to enact day-to-day decisions related to the Services and will serve as the primary point of contact with the Customer Project Manager on an ongoing basis. The Nomad Project Manager will appoint members to the Project Team to assist in the integration of the various elements of the Pilot, to include personnel with expertise in service scoping, independent contractor driver outreach and registration to the Platform, fleet maintenance procurement, marketing, and data analytics. For the avoidance of doubt, the Nomad Project Manager will have no power to serve notice or amend the Agreement, or this Order.

Leading up to the launch of, and during the course of the Pilot, Nomad’s Project Team, led by the Nomad Project Manager, will liaise with the Customer Project Manager over the key deliverables of this Order and to endeavor to maximize ongoing service optimization.

6. Driver Partner Registration & Supply Management
Nomad will source Driver Partners to provide transportation services to Customer through the Platform. Nomad will engage in a good faith effort to register West Covina, CA residents as Driver Partners.

Nomad will ensure that Driver Partners have appropriate licenses, permits, and insurance required for the type of vehicles being operated. As part of Driver Partner registration for access to the Platform, all Driver Partners will be introduced to Nomad with the following areas covered:
familiarization with the Pilot service areas; hours of service; Customer’s expectations; use of the Driver App; and reporting incidents and delays in service.

Nomad will be responsible for ensuring that there is adequate driver supply for each service zone within designated hours to meet demand with optimal quality of service, given constraints.

7. Rider and Driver Partner Support
Nomad will ensure the provision of customer service and support for Driver Partners and Riders on issues that arise in connection with use of the Platform.

Following each ride, the Rider will be prompted to submit a ride rating with feedback in the app. If an issue arises for a Rider or Driver Partner before, during, or after a ride, these parties will be able to reach customer support staff by phone, or by submitting an email ticket, which will be replied to promptly by such customer support staff through Via’s global consolidated queues.

8. Marketing, Promotions, & Press
Nomad shall work closely with Customer to determine a unified marketing and promotional program that increases community awareness of the service and maximizes its success.

The Pilot, including the rider app, will be co-branded as “powered by Via”. The “powered by Via” banner must be used only in the exact format provided by Nomad, and will be prominent on all assets promoting the Pilot, including (but not limited to) printed collateral, digital materials, websites, and any vehicle wraps. The “powered by Via” banner will have equal prominence on all marketing materials to any additional partner logos or trademarks. Nomad may provide preapproved brand assets and guidelines that must be complied with in all marketing communications distributed by the Customer.

All Customer-developed content that pertains to Via’s brand, technology, and operations must be reviewed and approved in writing (i.e. email) by Nomad before distribution. A minimum of five business days’ review time must be provided in advance to Nomad for its review.

Nomad shall provide marketing strategy for the Pilot, including the following activities and tactics:
● Develop a marketing plan to guide the overall strategy and tactics to drive Rider awareness, acquisition, and growth.
● Design key marketing collateral (print and digital).
● Design vehicle branding/graphics in coordination with the Customer. ● Create virality by providing an intuitive and frictionless referral program with customizable incentive structures that create opportunities for Riders to become the service’s biggest ambassadors.
● Develop street marketing programs to effectively drive hyper-local awareness of the service.
● Manage digital marketing campaigns to build awareness and drive service adoption.

Propose and implement in-app promotional programs to drive Rider activation, retention, growth.

Customer shall assist with the execution of the marketing plan and promotion of the Platform to Riders, and will coordinate closely with Nomad in all respects, including the following activities:
● Develop a media relations plan to drive publicity for the service unique to this area, including a press release and kick-off event that is planned in conjunction with Nomad. All key project messaging used for public relations purposes is to be developed in collaboration with Nomad. Any media announcement on the Pilot will be made available for Nomad’s review and approval prior to the Launch Date. ● Implement community outreach plan by meeting with key organizations and community members ahead of Launch Date and throughout the duration of Pilot to educate, build awareness, and garner support for the service.
● Engage with local city leaders and politicians; request support in reaching out to their communities through their own communication channels.

The Customer shall provide Nomad with a detailed marketing plan for the portions of marketing that the Customer is leading at least 4 weeks before the launch of the service. Nomad and Customer will work collaboratively to refine the plan as needed. For the avoidance of doubt, Nomad will have the flexibility to execute similar marketing initiatives as the Customer at its own expense. In such cases, Nomad will coordinate with the Customer in advance.

9. Data Sharing & Reporting
Nomad will share data from the Pilot as set forth in Appendix 1 (the “Pilot Data”).

The Pilot Data shall be made available in formatted numerical and graphical reports.

For the avoidance of doubt, the information above constitutes proprietary trade secrets of Nomad and Via, and shall be subject to the confidentiality obligations set forth in the Agreement.

10. Master Services Agreement
This Order shall be governed by the terms set forth in the Terms and Conditions of the Services Contract between Nomad Transit LLC and King County, Washington, with Customer replacing the “County” in all such references, subject to the following modifications:
 Customer agrees not to exercise its right to terminate for convenience in Section 9(a) during the term of the Pilot.
 The parties agree to add the following language: NEITHER PARTY WILL BE LIABLE FOR

ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, OR

PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR LOST DATA EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN WITH RESPECT TO FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS ORDER, EACH PARTY’S

TOTAL LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS ORDER

WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT OF TWO MILLION DOLLARS ($2,000,000)
 The parties agree to disregard all references and requirements resulting from Washington state, Seattle, or King County law or regulation.
 The parties agree that this Order and the agreement between the parties shall be governed by the laws of the State of California, and venue for any disputes shall be Los Angeles, California.
 Nomad shall comply with all applicable requirements of California law in providing the Services.
 All references in the Terms and Conditions to the Washington Public Records Act shall be replaced with references to the California Public Records Act. The California Public Records Act shall govern the Customer’s obligations with respect to disclosure or potential disclosure of any documents or information.
 The minimum scope and limits of insurance set forth in Addendum 3 to the Request for Proposals shall be replaced by the following, which will be provided in a COI naming the City of West Covina and its elected and appointed boards, officers, officials, agents, employees, and volunteers as additional insureds:
o Minimum limits
 General Liability: $5,000,000.00 combined single limit per occurrence for bodily injury, personal injury and property damage, and for those policies with aggregate limits, a $10,000,000.00 aggregate limit. CG 00 01 current edition.
 Auto liability of $7,000,000 per occurrence combined single limit covering bodily injury and property damage, including coverage for any owned, hired, non-owned, or rented vehicles.
 Sexual Abuse/Molestation: $1,000,000 per occurrence and $2,000,000 aggregate. Coverage may be provided as part of the commercial general liability coverage or as a separate policy. Insurance shall be at least as broad as ISO Form CA 00 01.
 Cyber liability / Technology E&O $1,000,000 per claim or occurrence / aggregate
 Fidelity / Crime Coverage with $1,000,000 limit
 Workers’ Compensation as required by statute.
 Notices shall be sent to Customer and Nomad at the following addresses:

Customer Nomad
City of West Covina Via Transportation, Inc.
1444 W. Garvey Ave. S. 114 5th Avenue (Floors 16 and 17) West Covina, CA 91790 New York, NY 10011
[email protected] [email protected]
SIGNATURE PAGE FOLLOWS.

VIA: NOMAD TRANSIT, LLC CUSTOMER: CITY OF WEST COVINA
_________________________________________
Authorized Signature
_________________________________________
Printed Name
_________________________________________
Title
________________________________________
Authorized Signature
_________________________________________
Printed Name
_________________________________________
Title
________________________________________
Date Signed
________________________________________
Date Signed
ATTEST:
___________________________________
Lisa Sherrick
Assistant City Clerk
APPROVED AS TO FORM:
___________________________________
Thomas P. Duarte
City Attorney
Appendix 1 to Service Order
Data Sharing
Authorized Users - Contract
The below exhibit sets forth the members of the Customer’s “Core Team” who are designated authorized users of the Via Solution and Pilot Data. Any usage beyond the members of the Core Team would be in violation of the confidentiality provisions in the Terms.

Exhibit 1.

Core Team
Title Name
Assistant to the City Manager Kelly McDonald
City Manager Paulina Morales
Finance Director Stephanie Sikkema
Data Sharing Plan - Appendix
As part of the service, Nomad will make below data available to members of the Customer’s Core Team, for the purpose of performance tracking and program evaluation. The data to be shared will be available in the Via Operations Center and only available to members of the Core Team identified to require access. Underlying data may not be shared through any other method than Via Operations Center access. The data is considered trade secret by Via, and is subject to the confidentiality and other protective provisions set forth in the Terms.

To protect Via’s intellectual property and the privacy of Riders, Nomad will provide the following data tables and dashboards in the form of aggregated Via Operations Center reports that will be provided for Customer’s access. These reports will be refreshed daily. The reports are aggregated, de-identified and do not include any personal information of Riders.

Section A: STANDARD REPORTING SET
Dashboard Data / Graphs provided
Top Level Service
Operations Metrics
Key service metrics
filterable by time period
● Total ride requests: the total number of attempts by riders to book a ride (or delivery) from an origin to a destination. ● Requests during service hours: “Total ride requests”
made during service hours.
● Met Demand: the total number of Ride Requests that
received a ride proposal.
● Met Demand Rate: ‘Met Demand’ out of ‘Total ride
requests,’ as a percentage.
● Completed rides: the total number of riders (including additional passengers) successfully transported.
● Completed Rides Rate: ‘Completed Rides’ out of ‘Total ride requests,’ as a percentage.
● Utilization: the average number of passengers transported per vehicle per hour.

Service Operations Metrics
Graphs
Graphs/visualization of key
metrics by day, week,
month, or specific days of
the week
● Met Demand: total number of Ride Requests broken out
by met demand and rides unable to fulfill.
● Detailed Ride Requests Status: A detailed breakdown of the outcome for each Ride Request (e.g., completed,
cancelled, no show)
● Utilization: the average number of passengers transported per hour by day
Rider Experience
Snapshot of quality of
service and rider
experience
Top Level Metrics
● Average Ride Duration: average time in minutes from
pickup to dropoff (displayed for completed rides only). ● Average Ride Rating: average ride rating provided by
riders (out of 5 stars).
● Average Pickup Walking Distance: walking distance from the origin requested by the rider to the actual pickup
location assigned.
● Dropoff Time Requested vs. Scheduled: the average
difference in minutes between the dropoff time requested by the rider and the scheduled dropoff time provided by the system at the time of booking.
● Dropoff Time Scheduled vs. Actual: the average
difference in minutes between the scheduled dropoff time and the actual dropoff time.
● Pickup Time Requested vs. Scheduled: the average
difference in minutes between the pickup time requested by the rider and the scheduled pickup time provided by the system at the time of booking.
● Pickup Time Scheduled vs. Actual: the average
difference in minutes between the scheduled pickup time and the actual pickup time.

Rider Experience Graphs (filterable by day, week, month) ● Average Ride Duration
● Average Ride Distance
● Average Ride Rating
● Average Pickup Walking Distance
Data Generator: Ride
Request Table
Detailed table of every ride
request made for the
service
Data Columns in Table
● Request Creation Date
● Request Creation Time
● Request ID
● Request Status
● Rider ID
● Wheelchair Accessible
● Number of Passengers
● Origin Address
● Origin Latitude
● Origin Longitude
● Destination Address
● Destination Lat
● Destination Lng
● Ride Price
● Ride Distance
● Ride Duration (min)
Exhibit A
Invoice and Data Backup

CONFIDENTIAL
Invoice

Date
NOMAD TRANSIT, LLC Invoice #
Via Transportation, Inc.
114 5th Ave, Floor 17 Terms Net
New York, NY 10011 Due Date
United States PO #
Billing Period
Bill To
City of West Covina
1444 W Garvey Ave. S
West Covina, CA 91790

Description Rate Quantity Amount
Total Vehicle Hours
Total
Please make checks payable to:
[__]
P.O. Box
7410493
Chicago,
IL 60674-
0493
Wire Instructions:

Bank of America, N.A.
222 Broadway,
New York, NY
10038 Wire
Routing # -
026009593
ACH Routing # -
021000322
Account # -
483065995955
Swift Code - BOFAUS3N
Customer - Vehicle Hours Support
Support for all invoicing shall be provided using the template above. The table shall include vehicle hours and corresponding vehicle ID per vehicle for each day of the month in which the deployment and such vehicle is in service. This template is standard and will contain the information shown: Sample Vehicle Hours Support File.

Services Contract
Department of Executive Services
Finance and Business Operations Division
Procurement and Payables Section
206-263-9400 TTY Relay: 711
THIS CONTRACT #KC000487_3_157242 ("Contract") CPA #6361480 is entered into by KING COUNTY, Washington, a political subdivision of the State of Washington (the "County"), and Nomad Transit LLC (the "Contractor"), whose address is 10 Crosby Street, Floor 2, New York, New York 10013. The County is undertaking certain activities related to flexible services and, the County desires to engage the Contractor to provide Work in connection with such undertakings of the County, NOW, THEREFORE, in consideration of payments, covenants, and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties covenant and do mutually agree as follows:

I. CONTRACT DOCUMENTS
The Contractor shall provide all Work described in this Contract, which consists of the following documents and attached exhibits, each of which are made a part hereof by this reference in the following order of precedence:

1. Contract Amendment(s)

2. Contract, which consists of this page, the Terms and Conditions, and the following:
☐ Scope of Work Exhibit A
☐ Certificate(s) of Insurance and Policy Endorsement Exhibit B ☐ Other Exhibits and attachments (if applicable)

3. Request for Proposal (as modified by any addenda)
☐ King County Request for Proposal #KC000487 Exhibit C

4. Contractor's Proposal
☐ #KC000487 Proposal Exhibit D
II. CONTRACT TERM
This Contract shall be effective when countersigned by King County and shall expire on June 30, 2026, unless extended or terminated earlier pursuant to the terms and conditions of this Contract. This Contract is subject to two (2) successive extension options of twelve (12) months each, upon mutual written agreement of the parties.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 ATTACHMENT NO. 5
King County – Nomad Transit LLC
Contract #KC000487_3_ Page 2 of 27
III. CONTRACT AMOUNT
The County shall reimburse the Contractor upon Acceptance of the Work specified in this Contract in an amount payable as set forth in each work order.

Nomad Transit LLC KING COUNTY
Authorized Signature Authorized Signature
Name and Title (Print or Type) Name and Title (Print or Type) Date Accepted: Date Accepted:

Approved as to form only:

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 12/20/2022
Erin Abrams Manager General Manager
12/20/2022
Terry White
King County – Nomad Transit LLC
Contract #KC000487_3_ Page 3 of 27

TERMS AND CONDITIONS
Section 1 DEFINITIONS

1.1 Definitions
Words and terms shall be given their ordinary and usual meanings. Where used in the Contract documents, the following words and terms shall have the meanings indicated. The meanings shall be applicable to the singular, plural, masculine, feminine and neuter of the words and terms.

ACCEPTANCE OR ACCEPTED - A written determination by the County that the Contractor has completed the Work in accordance with the Contract.

CONTRACT AMENDMENT - A written change to the Contract modifying, deleting or adding to the terms and conditions or Scope of Work, signed by both parties, with or without notice to the sureties.

CONTRACTOR - The individual, association, partnership, firm, company, corporation, or combination thereof, including joint ventures, contracting with the County for the performance of Work under the Contract.

DAY - Calendar day.

INDEPENDENT

CONTRACTOR(S) -
A natural person, business, or corporation that provides goods or services to the Contractor under terms specified in an independent contractor agreement, and specifically
includes the driver partners.

KCC - The King County Code.

MEASURABLE AMOUNT OF
WORK -
A definitive allocation of an employee’s time that can be attributed to Work performed under this Contract, but that is not less than a total of one hour in any one-week period.

PERSON - Includes individuals, associations, firms, companies, corporations, partnerships, and joint ventures.

PROJECT MANAGER - The individual designated by the County to manage the project on a daily basis and who may represent the County for Contract administration.

RCW - The Revised Code of Washington.

SCOPE OF WORK (SOW) - An exhibit to the Contract consisting of a written description of the Work to be performed.

SUBCONTRACTOR - The individual, association, partnership, firm, company, corporation, or joint venture entering into an agreement with DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 4 of 27
the Contractor to perform any portion of the Work covered by this Contract. Subcontractor(s) include, but are not limited to, non-dedicated service providers, such as taxi or other
transportation network providers. For the avoidance of doubt, none of the following shall be deemed to constitute
subcontractors of Contractor hereunder: (i) Independent Contractor driver partners of Contractor; or (ii) any vehicle supply partner of Contractor offering vehicle leasing or rental options to such Independent Contractor driver partners.

WORK - Everything to be provided and done for the fulfillment of the Contract and shall include services, goods and supplies specified under this Contract, including Contract
Amendments.

Administrator - The Director of Finance and Business Operations Division.

BDCC - The Business Development and Contract Compliance section in King County Finance and Business Operations
Division.

Certified SCS Firm - A business that has applied for participation in King County's Contracting Opportunities Program and has been certified as an SCS by the King County BDCC office.

Small Contractor or Supplier
or “(SCS)” -
A business and the person or persons who own and control it that are in a financial condition which puts the business at a substantial disadvantage in attempting to compete for public contracts. The relevant financial condition for eligibility under the Contracting Opportunities Program is based on a dollar ceiling for standard business classifications that is set at fifty percent (50%) of the Federal Small Business Administration (SBA) small business size standards using the North
American Industrial Classification System (NAICS), and an Owners' personal net worth less than $1,320,000 dollars.

Section 2 GENERAL PROVISIONS

2.1 Administration
The Contractor shall be responsible for performing the Work. The County is not a party to defining the division of Work between the Contractor and its Subcontractors, if any.

The Contractor represents that it has or shall obtain all personnel, materials and equipment required to perform the Work under this Contract.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 5 of 27

2.2 Acceptance of Work
Upon completion of the Contract or a purchase order issued under the Contract, the Contractor shall give the County written "notice of completion" of Work. The County shall review the Work for Acceptance. In addition, the County may Accept Work by phase or milestone. In such case, the Contractor will give the County written “notice of completion” of Work related to a specific phase or milestone following the Contractor’s completion of all such Work in accordance with the payment schedule and delivery requirements in the Contract.

2.3 Warranty
Contractor warrants that the Work shall in all material respects conform to the requirements of this Contract. Contractor further warrants that qualified professional personnel with in-depth knowledge shall perform the Work in a timely and professional manner, and that the Work shall conform to the standards generally observed in the industry for similar Work.

2.4 Contractor Name or Tax Structure Change
If at any time during the Contract term the Contractor experiences a change in its name or federal tax status either through acquisition, novation, assignment, re-organization or some other change that affects its Taxpayer Identification Number (TIN) or Tax Reporting Name, it shall notify King County immediately upon the information becoming publicly available. This notification shall be sent by the Contractor to the current King County buyer via email along with:

A. Any official announcements from the firm’s representative(s) regarding the changes; B. A new King County W-9, located at:
https://www.kingcounty.gov/~/media/depts/finance/procurement/forms/KCW9.ashx?la=en. Instructions for completing the document can be found at:
https://www.kingcounty.gov/~/media/depts/finance/procurement/forms/KCW9_Instructions_for_Business.ashx?la=en C. A current statement, listing of unfilled orders and electronic versions of all outstanding invoices and credit memos at the time of the change shall be provided to the buyer as soon as possible.

Any delay on the part of the Contractor to provide these items to the buyer may result in the delay of payment and orders. The County may create a new contract number to replace the existing one. All future orders and Contracts Amendments will reference the new contract number.

2.5 Payment Procedures; Prompt Payment of Subcontractors For Work Accepted by the County the Contractor shall furnish invoices to King County Mobility Services, Attn: Allison Miskell - [email protected]. All invoices shall contain the following information:

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 6 of 27
A. Invoice date
B. Purchase order number (if provided by King County)
C. Ship to address/location
D. Remit address
E. Item number(s)
F. Description of supplies or services
G. Quantities
H. Unit prices
I. Subtotal and totals amount
J. Discount terms or amount, if applicable
K. Applicable sales tax with correct tax rate based on destination For each item invoiced, provide the complete description of the products, services, phases or milestones Accepted, hours worked and Contract hourly rates, or authorized fees.

The County will not be bound by prices contained in an invoice that are higher than those in Exhibit B, or if not used as part of this Contract, then the current price list for this Contract approved by the County. Within thirty (30) Days after receipt of an invoice, the County shall pay the Contractor for Accepted Work, upon acceptance of payment Contractor waives any claims for the Work covered by the invoice.

If the Contractor is registered with the State of Washington, it shall add all applicable State sales or use taxes to each invoice and upon receipt of the payment promptly remit appropriate amounts to the State of Washington, or the County will make payment directly to the State.

The Contractor agrees to pay each Subcontractor under this Contract for satisfactory performance of its Subcontract within ten (10) Days from the receipt of each payment the Contractor receives from the County.

The Contractor shall comply with the County’s Electronic Payments policy located at FIN-8- 5-2-EP_Electronic_Payments_final.ashx (kingcounty.gov)

2.6 Pricing
Prices shall remain firm for the duration of the Contract provided that Contractor may request price change(s) as described in this Section 2.6 (each a “Price Change Request”). The Contractor may request a Price Change Request in writing delivered to the County. The Contractor shall provide documentation satisfactory to the County in support of the Price Change Request, such as changes to the Producers Price Index for the commodity, the Consumer Price Index for the Seattle-Tacoma-Bellevue area, or a manufacturer's published notification of price change(s). The County shall review the Price Change Request and shall DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 7 of 27
not unreasonably withhold its approval. Any change in pricing granted by the County shall be affected through a Contract Amendment instituting the price adjustment and establishing an effective date.

2.7 Shipping Charges
N/A

2.8 Contract Amendment
All changes to the Contract shall be made in writing through a Contract Amendment. No oral statement or other conduct by the County shall change or modify the Contract. The County may perform an analysis of cost, price or schedule to determine the reasonableness of the proposed change to the Contract.

2.9 Changed Requirements
New federal, state and county laws, regulations, ordinances, policies and administrative practices may be established after the date this Contract is established and may apply to this Contract. To achieve compliance with changing requirements, the Contractor agrees to accept all changed requirements that apply to this Contract and require Subcontractors to comply with revised requirements as well. Changed requirements shall be implemented through Section

2.8, Contract Amendment.

2.10 Taxes, Licenses, and Certificate Requirements
If, for any reason, the Contractor's required licenses or certificates are terminated, suspended, revoked or in any manner modified from their status at the time this Contract becomes effective, the Contractor shall notify the County immediately of such condition in writing. The Contractor and Subcontractor(s) shall maintain and be liable for payment of all applicable taxes (except sales/use taxes), fees, licenses, permits and costs as may be required by applicable federal, state or local laws and regulations as may be required to provide the Work under this Contract.

2.11 Notices
Unless otherwise specified in the Contract, all notices or documentation required or provided pursuant to this Contract shall be in writing and shall be deemed duly given when received at the addresses first set forth below via certified or registered first class mail, return receipt requested, personal delivery or electronic mail. However, if any of the following occur: "notice to cure" a default, Contractor communication in connection with an alleged default, or notice of termination, such notice or communication shall only be delivered personally, or by certified or registered first class mail, return receipt requested.

KING COUNTY CONTRACTOR
Project Manager Partner Success Manager
Allison Miskell Sophia Witte
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 8 of 27
201 S Jackson Street 10 Crosby Street, Floor 2
Seattle, WA 98104 New York, NY 10013
206-477-1245 949-280-6944
[email protected] [email protected]

2.12 Certification Regarding Debarment, Suspension and Other Responsibility Matters If this Contract is a covered transaction for purposes of federally funded grant requirements, the Contractor is required to verify that none of the Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting this Contract, the Contractor certifies as follows:

The certification in this clause is a material representation of fact relied upon by King County.

If it is later determined that the Contractor knowingly rendered an erroneous certification, in addition to remedies available to King County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Contractor agrees to comply with the requirements of 49 CFR 29, Subpart C while performing this Contract and further agrees to include a provision requiring such compliance in its lower tier covered transactions.

Section 3 LEGAL RELATIONS; INDEMNITY AND INSURANCE

3.1 Independent Status of Contractor
In the performance of this Contract, the parties shall be acting in their individual, corporate or governmental capacities and not as agents, employees, partners, joint ventures, or associates of one another. The parties intend that an independent contractor relationship shall be created by this Contract. The Contractor shall be responsible for all federal and/or state tax, industrial insurance, wages, benefits, or other compensation by or on behalf of the Contractor and its employees. The Contractor shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW.

3.2 Indemnification and Hold Harmless
To the maximum extent permitted by law and except to the extent caused by the sole negligence of the County, the Contractor shall indemnify and hold harmless the County, its officers, agents and employees, from and against any and all suits, claims, actions, losses, costs, penalties and damages of whatsoever kind or nature arising out of, in connection with, or incident to the negligence or willful misconduct of the Contractor or any of its officers, employees, Subcontractors or Independent Contractors, or any person or organization directly or indirectly employed by any of them, in connection with or relating to, or claimed to be in connection with or relating to, the Work provided by or on behalf of the Contractor. This indemnification obligation shall include, but is not limited to, all claims against the County by an DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 9 of 27
employee or former employee of the Contractor or its Subcontractors or Independent Contractors, and the Contractor, by mutual negotiation, expressly waives all immunity and limitation on liability, as respects the County only, under any industrial insurance act, including Title 51 RCW, other Worker's Compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. In addition, the Contractor shall protect and assume the defense of the County and its officers, agents and employees in all legal or claim proceedings subject to such indemnity arising out of, in connection with, or incidental to such Work; and shall pay all defense expenses, including reasonable attorney's fees, expert fees and costs incurred by the County on account of such litigation or claims. In the event that the County incurs any judgment, award and/or expense or cost, including attorney fees, arising from the provisions of this Section 3.2, or to enforce the provisions of this Section 3.2, any such judgment, award, fees, expenses and costs shall be recoverable from the Contractor.

The indemnification, hold harmless, protection and defense obligations contained herein shall survive the expiration, abandonment or termination of this Contract.

Nothing contained within this Section 3.2 shall affect and/or alter the application of any other section contained within this Contract.

3.3 Insurance Requirements
Upon execution of this Contract, the Contractor, at its own cost, shall have procured and will maintain for the duration of this Contract, insurance as specified in the Minimum Scope and Limits of Insurance. The Contractor shall furnish the County with certificates of insurance and endorsements required by this Contract. The County reserves the right to require complete, certified copies of all required insurance policies at any time.

Each insurance policy shall be written on an "occurrence" form; except that professional liability, errors and omissions, will be acceptable on a "claims made" form.

If coverage is approved and purchased on a "claims made" basis, the Contractor warrants continuation of coverage, either through policy renewals or the purchase of an extended discovery period, if such extended coverage is available, for not less than three years from the date of completion of the Work which is the subject of this Contract.

By requiring such minimum insurance coverage, the County shall not be deemed or construed to have assessed the risks that may be applicable to the Contractor under this Contract. The Contractor shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage.

Nothing contained within these insurance requirements shall be deemed to limit the scope, application and/or limits of the coverage afforded, which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy(s). Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 10 of 27
A. Minimum Scope and Limits of Insurance
The Contractor shall maintain limits no less than,

1. General Liability: $5,000,000.00 combined single limit per occurrence for bodily injury, personal injury and property damage, and for those policies with aggregate limits, a $10,000,000.00 aggregate limit. CG 00 01 current edition, including Products and Completed Operations.

2. Sexual Misconduct Liability insurance: $1,000,000.00 per occurrence and aggregate.

3. Cyber Liability/Technology E&O: $1,000,000.00 Per Claim or Occurrence/Aggregate.

4. Automobile Liability: $7,000,000.00 combined single limit per accident for bodily injury and property damage. CA 0001 current edition, Symbols 10 and 11.

5. Garagekeepers Insurance: Coverage shall apply on a Direct Primary basis, and include Comprehensive and Collison coverages, with a limit no less than $2,000,000.00 which may be provided by a third-party vendor of Contractor.

6. Fidelity and Crime Coverage: Fidelity, Theft, Disappearance, & Destruction Liability/Employee Dishonesty: $1,000,000.00 limit. Coverage shall include ‘Joint Loss Payable’ ISO form CR 20 15 10/10 or equivalent; and ‘Provide Required Notice of Cancellation to Another Entity’ ISO form CR 20 17 10/10Workers’ Compensation: Statutory requirements of the State of residency.

7. Workers Compensation: As required by the Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this Contract by applicable Federal or “Other States” State Law.

8. Employers’ Liability or “Stop Gap” coverage: $1,000,000.

B. Other Insurance Provisions and Requirements
The insurance coverage(s) required in this Contract are to contain, or be endorsed to contain the following provisions:

All Liability Policies except Workers Compensation and Professional Liability:

1. The County, its officers, employees, and agents are to be covered as additional insureds for full coverage and policy limits as respects liability arising out of activities performed by or on behalf of the Contractor, and any Subcontractor in connection with this Contract. Such coverage shall be primary and non-contributory insurance as respects the County, its officers, officials, employees, and agents. Additional Insured Endorsement(s) shall be included with the certificate of insurance, “CG 2010 11/85" or its equivalent is required. The County requires this Endorsement to complete the Contract.

All Policies:

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 11 of 27
a. The Contractor's insurance coverage shall apply separately to each insured against whom a claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability.
b. Any deductibles or self-insured retentions in excess of $300,000 must be declared to, and approved by, the County. The deductible and/or self-insured retention of the policies shall not limit or apply to the Contractor's liability to the County and shall be the sole responsibility of the Contractor. c. Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, until after thirty (30) Days prior written notice, has been given to the County.
d. Insurance coverage is to be placed with insurers with a Bests' rating of no less than A: VIII, or, if not rated with Bests', with minimum surpluses the equivalent of Bests' surplus size VIII.

Professional Liability, Errors and Omissions insurance coverage may be placed with insurers with a Bests' rating of B+:VII. Any exception must be approved by the County.

If at any time any of the foregoing policies fail to meet minimum requirements, the Contractor shall, upon notice to that effect from the County, promptly obtain a new policy, and shall submit the same to the County, with the appropriate certificates and endorsements, for approval. Contractor shall have the right to meet the liability insurance requirements with the purchase of an umbrella insurance policy. In all instances, the combination of primary and umbrella liability coverage must equal or exceed the minimum liability insurance limits stated in this Contract.

C. Subcontractors and Independent Contractors
The Contractor shall include all Subcontractors and Independent Contractors as insureds under its policies or, alternatively, the Contractor must require each of its Subcontractors and Independent Contractors to procure and maintain appropriate and reasonable insurance coverage and insurance limits to cover each of the Subcontractors’ liabilities and Independent Contractors’ liabilities given the scope of work and the services being provided herein. All liability insurance policies (except Professional Liability and Workers’ Compensation) maintained by the Subcontractor(s) must include the County, its officials, employees, and agents as additional insured for full coverage and policy limits.

Contractor is obligated to require and verify that all Subcontractors and Independent Contractors maintain insurance and ensure that the County is included as additional insured on such Subcontractor’s insurance. Upon request by the County, and within fifteen (15) business days, Contractor must provide evidence of Subcontractors’ and Independent Contractors’ insurance coverage (including endorsements).

D. Insurance Review
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 12 of 27
In consideration of the duration of this Contract, the parties agree that the Insurance Requirements section herein, at the discretion of the King County Office of Risk Management Services, may be reviewed and an adjustment may be requested of Contractor with each amendment and within 90 days of the end of each of the first Three (3) one-year periods and any subsequent optional one-year periods of the Contract term.

The Contractor shall use commercially reasonable efforts to ascertain the feasibility of procuring such adjustments at the time of the request given the insurance market.

Any adjustments made as determined by the King County Office of Risk Management Services and agreed to by Contractor, with regard to coverage, limits, and scope of insurance, shall be in accordance with reasonably prudent risk management practices and insurance industry standards and shall be effective on the first day of each successive period.

Any failure by the County to exercise the right to review and adjust at any of the aforementioned timings shall not constitute a waiver of future review and adjustment timings.

E. Work Site Safety
The Contractor shall have the “right to control” and bear the sole responsibility for the job site conditions, and job site safety. The Contractor shall comply with all applicable federal, state and local safety regulations governing the job site, employees and Subcontractors.

The Contractor shall be responsible for the Subcontractor’s compliance with these provisions.

Section 4 CONFLICTS OF INTEREST AND NON-COMPETITIVE PRACTICES

4.1 Conflicts of Interest and Non-Competitive Practices A. Conflict of Interest - By entering into this Contract to perform Work, the Contractor represents that it has no direct or indirect pecuniary or proprietary interest, and that it shall not acquire any such interest, that conflicts in any manner or degree with the Work required to be performed under this Contract. The Contractor shall not employ any Person or agent having any conflict of interest. In the event that the Contractor or its agents, employees or officer’s hereafter acquires such a conflict of interest, it shall immediately disclose such conflict to the County. The County shall require that the Contractor take immediate action to eliminate the conflict.

B. Contingent Fees and Gratuities - By entering into this Contract to perform Work, the Contractor represents that:

1. No Persons except as designated by Contractor shall be employed or retained to solicit or secure this Contract with an agreement or understanding that a commission, percentage, brokerage, or contingent fee would be paid.

2. No gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any of its officers, agents, employees or representatives, to any DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 13 of 27
official, member or employee of the County or other governmental agency with a view toward securing this Contract or securing favorable treatment with respect to the awarding or amending, or the making of any determination with respect to the performance of this Contract.

3. Any Person having an existing contract with the County or seeking to obtain a contract who willfully attempts to secure preferential treatment in his or her dealings with the County by offering any valuable consideration, thing or promise, in any form to any County official or employee shall have his or her current contracts with the County canceled and shall not be able to bid on any other County contracts for a period of two (2) years.

C. Disclosure of Current and Former County Employees - To avoid any actual or potential conflict of interest or unethical conduct:

1. County employees or former County employees are prohibited from assisting with the preparation of proposals or contracting with, influencing, advocating, advising or consulting with a third party, including Contractor, while employed by the County or within one (1) year after leaving County employment if he/she participated in determining the Work to be done or processes to be followed while a County employee.

2. Contractor shall identify at the time of offer current or former County employees involved in the preparation of proposals or the anticipated performance of Work if awarded the Contract. Failure to identify current or former County employees involved in this Contract may result in termination of this Contract.

3. After Contract award, the Contractor is responsible for notifying the County’s Project Manager of current or former County employees who may become involved in the Contract any time during the term of the Contract.

D. King County Consultant Disclosure - In accordance with King County Code 3.04.120, as a condition of award of a professional or technical services contract valued at $50,000 or more, the Contractor agrees that, unless otherwise specified, any information required to be disclosed below shall cover the period twenty-four months before and including the date of filing the sworn statement.

1. No County employee or any member of the County employee’s immediate family holds an office or directorship in the Contractor;

2. No County employee or any member of the County employee’s immediate family has a financial interest in the Contractor as identified below:
a. Ownership of over five percent of the stock or other form of interest in the Contractor; and
b. Receipt of any compensation, gift or thing of value from the Contractor; DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 14 of 27

3. No officer or director of the Contractor has had a position on any County board or commission, whether salaried or unsalaried, in the five years immediately preceding the present Contract.

4. Absent authorization for alternative compliance as referenced below, failure to comply with this provision shall be considered a material breach of this Contract and may subject the Contractor to administrative sanctions and remedies for breach.

5. Any other information known to the Contractor about any interest or relationship whatsoever between any County employee, including any member of his or her immediate family, and the Contractor, other than what is designated above.

6. Alternative Compliance. If a Contractor is seeking authorization from King County for alternative compliance with the requirements of the King County Consultant Disclosure, the Contractor must complete and return a King County Consultant Disclosure Form to King County. The Consultant Disclosure Form can be found at:
https://kingcounty.gov/~/media/depts/risk-management/documents/financialdisclosure-consultant.ashx?la=en

7. All contracts between the Contractor and the County in the five years immediately preceding the presently contemplated contract, including the amount of money paid by the County to the Contractor, is maintained by Procurement & Payables.

Section 5 RECORDS AND AUDITS

5.1 Retention of Records, Audit Access and Proof of Compliance with Contract A. Retention of Records
The Contractor and its Subcontractors shall maintain books, records and documents of its performance under this Contract in accordance with generally accepted accounting principles. The Contractor shall retain for six (6) years after the date of final payment under the Contract all financial information, data and records for all Work.

B. Audit Access
The Contractor shall provide access to its facilities, including those of any Subcontractors, to the County, the state and/or federal agencies or officials at all reasonable times in order to monitor and evaluate the Work provided under this Contract. The County shall give reasonable notice to the Contractor of the date on which the audit shall begin.

5.2 Audit Exception
The Contractor agrees that it is financially responsible for and will repay the County all indicated amounts following an audit exception that occurs due to the negligence, intentional act and/or failure for any reason to comply with the terms of this Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay shall survive the expiration or termination of this Contract.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 15 of 27

5.3 Federal Funding Audit
If the Contractor expended a total of $750,000.00 or more in federal awards during its fiscal year, and is a non-profit organization, and is, under this Contract, carrying out or administering a program or portion of a program, it shall have an independent audit conducted in accordance with OMB Circular A-133 , which shall comply with the requirements of GAAS (generally accepted auditing standards), GAO’s Government Audit Standards and OMB Circular A-133, as amended and as applicable. Contractors expending federal awards from more than one source shall be responsible for determining if the combined financial awards are equal to or greater than $750,000.00. The Contractor shall provide one copy of the audit report to each County division providing federal awards to the Contractor no later than nine (9) months subsequent to the end of the Contractor’s fiscal year.

5.4 Public Records Requests
This Contract shall be considered a public document and will be available for inspection and copying by the public in accordance with the Public Records Act, chapter 42.56 RCW (the “Act”).

If the Contractor considers any portion of any record provided to the County under this Contract, whether in electronic or hard copy form, to be protected under law, the Contractor shall clearly identify each such portion with words such as “CONFIDENTIAL,” “PROPRIETARY” or “BUSINESS SECRET.” If a request is made for disclosure of such portion, the County will determine whether the material should be made available under the Act. If the County determines that the material is subject to disclosure, the County will notify the Contractor of the request and allow the Contractor ten (10) business days to obtain an injunction in accordance with RCW 42.56.540. If the Contractor fails or neglects to take such action within said period, the County will release the portions of record(s) deemed by the County to be subject to disclosure. The County shall not be liable to the Contractor for inadvertently releasing records pursuant to a disclosure request not clearly identified by the Contractor as “CONFIDENTIAL,” “PROPRIETARY” or “BUSINESS SECRET.” Section 6 INTELLECTUAL PROPERTY

6.1 Rights in Subject Data.

The Contractor agrees that the ownership of any Scope of Work submitted, or which is specified to be delivered under this Contract, whether or not complete (referred to in this subsection as "Subject Data") shall be vested in the County. Notwithstanding the foregoing, the Contractor shall retain all rights in its proprietary software, technology, intellectual property, and trade secrets used for the Work under this Contract.

All such Subject Data furnished by the Contractor pursuant to this Contract, other than documents exclusively for internal use by the County, shall carry such notations on the front cover or a title page (or in such case of maps, in the name block), as may be requested by the County. The Contractor shall also place its endorsement on all Contractor-furnished Subject Data. All such identification details shall be subject to approval by the County prior to printing.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 16 of 27

6.2 Ownership of Data
The Contractor shall ensure that the substance of foregoing subsections is included in each subcontract for the Work under this Contract. Contractor acknowledges that it has no property interest in, and may assert no lien on or right to withhold from the County, any data or content it receives from, receives addressed to, or stores on behalf of, the County (collectively, the “County Data”). All records, data and files stored by the Contractor as archives of the County Data, are the exclusive property of the County, and Contractor may assert no lien on or right to any of the same. Contractor will conspicuously mark all such archival storage media as King County’s property (when possible).

6.3 Nondisclosure of Data
Data provided by the County either before or after Contract award shall only be used for its intended purpose provided that Contract may use Data to improve its services and products.

Contractors, Subcontractors, and Independent Contractors shall not utilize nor distribute the County data in any form without the prior express written approval of the County.

6.4 Non-Disclosure Obligation
During the term of this Contract, the parties may encounter personal information, licensed technology, drawings, schematics, manuals, data and other materials described as “Confidential”, “Proprietary” or “Business Secret”, (collectively, “Confidential Information”). The receiving party shall not disclose or publish the Confidential Information received or used in performance of this Contract. This obligation is perpetual. The Contract imposes no obligation upon either party with respect to Confidential Information which the receiving party can establish that: a) was in the possession of, or was rightfully known by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party or a third party; b) is or becomes generally known to the public without violation of this Contract; c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation of confidentiality; or, d) is independently developed by the receiving party without the participation of individuals who have had access to the disclosing party’s or the third party’s confidential information. If the receiving party is required by law to disclose Confidential Information the receiving party shall notify the disclosing party of such requirement prior to disclosure.

Contractor understands that, unless exempt under applicable law, any Confidential Information that it submits under this Agreement may be subject to public inspection or copying under the Chapter 42.56 of the Revised Code of Washington, Public Records Act (“PRA”). If any requests for disclosure of Confidential Information are made pursuant to the PRA, prior to releasing any Confidential Information, the County will determine whether the material should be made available under the law. If the County determines that the material is not exempt and may be disclosed, the County will notify Contractor of the request and allow Contractor ten (10) working days to take appropriate action pursuant to RCW 42.56.540. If Contractor fails or neglects to take such action within said period, County may release the portions of the Confidential Information deemed subject to disclosure, and Contractor shall be deemed to have consented to the disclosure of the Confidential Information and waived and released any and all rights, DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 17 of 27
remedies, claims and causes of action Contractor has or may have had against the County, and any and all of its directors, officers, employees, agents, representatives and insurers, arising from or relating to the County’s disclosure of the Confidential Information pursuant to this Section

6.4. To the extent that the County withholds from disclosure all or any portion of the Confidential Information pursuant to Contractor’s request, Contractor shall indemnify, defend and hold harmless the County from all damages, penalties, attorneys' fees and costs the County incurs related to withholding the Confidential Information from public disclosure.

Section 7 NONDISCRIMINATION AND PAYMENT OF A LIVING WAGE

7.1 Nondiscrimination and Equal Employment Opportunity
A. Nondiscrimination in Employment
During performance of this Contract, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of the employee or applicant's sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification.

B. Equal Employment Opportunity Efforts
The Contractor will undertake and require all Subcontractors to undertake equal employment opportunity efforts to ensure that applicants and employees are treated, without regard to their sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age. Equal employment opportunity efforts shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships. The Contractor agrees to post, and to require Subcontractors to post in conspicuous places available to employees and applicants for employment notices setting forth this nondiscrimination clause. In accordance with KCC 12.16.010.J, “equal employment opportunity efforts” shall mean active efforts to ensure equal opportunity in employment that is free from all forms of discrimination.

Ref: KCC 12.16.020.

C. Equal Benefits to Employees with Domestic Partners
In accordance with King County Ordinance 14823, as a condition of award of a contract valued at $25,000 or more, the Contractor agrees that it shall not discriminate in the provision of employee benefits between employees with spouses and employees with domestic partners during the performance of this Contract. Absent authorization for delayed or alternative compliance, failure to comply with this provision shall be considered a material breach of this Contract and may subject the Contractor to administrative sanctions and remedies for breach.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 18 of 27
When the contract is valued at $25,000 or more, by signing the Contract/Bid Submittal the Contractor is indicating compliance with this requirement or with the terms of an authorization for delayed or alternative compliance.

D. Nondiscrimination in Subcontracting Practices
During the term of this Contract, the Contractor shall not create barriers to open and fair opportunities to participate in County contracts or to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. In considering offers from and doing business with subcontractors and suppliers, the Contractor shall not discriminate against any person because of their sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification.

E. Compliance with Laws and Regulations
The Contractor and all Subcontractors shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations that prohibit discrimination.

These laws include, but are not limited to, Chapter 49.60 RCW, Titles VI and VII of the Civil Rights Act of 1964, the American with Disabilities Act, and the Restoration Act of 1987. KCC chapters 12.16, 12.17 and 12.18 are incorporated herein by reference and the requirements in these code sections shall specifically apply to this Contract. The Contractor and all Subcontractors shall further comply fully with any equal opportunity requirements set forth in any federal regulations, statutes or rules included or referenced in the contract documents.

F. Equity and Social Justice (ESJ) Innovation Plan
Definitions
The following definitions shall apply throughout this Section.

1. “Administrator” means the Director of Finance and Business Operations Division.

2. “BDCC” means the Business Development and Contract Compliance section in King County Finance and Business Operations Division.

3. "Good Faith Efforts" means efforts to achieve a goal or other requirements of the ESJ Innovation Plan (Plan) that, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to meet the Plan requirements.

4. "Minority-Owned Business Enterprise (MBE)” means a firm that has been certified by the Washington State Office of Minority and Women's Business Enterprises as an MBE.

5. "Woman-Owned Business Enterprise (WBE)” means a firm that has been certified by the Washington State Office of Minority and Women's Business Enterprises as a WBE.

Utilization Requirements and Compliance
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 19 of 27

1. M/WBE Aspirational Goals. Contractor has committed to the M/WBE aspirational goals identified in Contractor’s Proposal (Exhibit D). The aspirational goals are expressed as a percentage of the total value of the contract, as amended, to be performed by MBE and WBE firms over the life of this agreement. a. Contractor shall include with its invoice a report on implementing its Equity and Social Justice (ESJ) Innovation Plan. The report shall include information detailing all activities completed and planned during the invoice period for each Plan element and any potential challenges.
b. During the course of performing the work under the Agreement, the Contractor shall report its use of all MBE and WBE subcontractors. See Section G Diversity Compliance Management System (DCMS) Reports below.

2. The Contractor agrees to make the following Good Faith Efforts whenever procuring subcontracts, equipment, services and supplies, and shall retain records documenting compliance:
a. Ensuring M/WBE firms are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. This includes placing M/WBE firms on solicitation lists and soliciting them whenever they are potential sources.
b. Making information on forthcoming opportunities available to M/WBE firms and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by M/WBE firms in the competitive process. This includes, whenever possible, posting solicitations for proposals for a minimum of thirty (30) calendar days before the proposal closing date.
c. Considering in the contracting process whether firms competing for large contracts could subcontract with M/WBE firms. This includes dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by M/WBE firms in the competitive process. d. Encourage contracting with a consortium of M/WBE firms when a contract is too large for one of these firms to handle individually.
e. Using services and assistance of the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. f. If the prime Contractor awards subcontracts, requiring the subcontractors to take the six Good Faith Efforts in paragraphs a through e above.

3. Calculating M/WBE Subcontractor Participation. For purposes of calculating the utilization of MBE and WBE firms, the County will count the participation as follows:
a. Self-performance by an M/WBE prime Contractor may be counted toward the goal percentages.
b. Percentage of contract amount. The M/WBE subcontractor participation shall be calculated as a percentage of the total contract amount. c. Commercially Useful Function. M/WBE participation shall be counted only for M/WBE firms performing a commercially useful function according to custom and practice in the industry. A commercially useful function includes but is not limited to the performance of a distinct element of work by a firm which has the skill and DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 20 of 27
expertise as well as the responsibility of actually performing, managing and supervising the work using, its own work force and resources. No credit will accrue for an M/WBE acting merely as a passive conduit of funds to some other non-M/WBE firm. An M/WBE firm may further subcontract a portion of the work provided that the majority of work (at least 51% of the subcontract amount) is actually being performed by the M/WBE firm having the contract. If an M/WBE firm is performing at least 51% of the subcontract amount, 100% of the subcontract amount.
d. Brokers. M/WBE firms that act as a broker in a transaction shall not count towards the good faith M/WBE participation. A broker is a firm that does not, itself, perform or manage or supervise the work of its contract or subcontract in a manner consistent with the standard and customary business practices for Contractors or subcontractors in its line of business. An M/WBE firm will be considered a broker if it subcontracts more than 49% of its work.
e. Joint Ventures. Joint ventures shall be counted toward the percentage of M/WBE participation by crediting the M/WBE partner’s portion of the hours proposed for the joint venture. Where the M/WBE’s risk of loss, control or management responsibilities are not commensurate with the share of profit, the Administrator or designee may direct an adjustment in the percentage of participation. In the case of a joint venture that includes a M/WBE, credit will be calculated proportionately toward their respective objective.

4. Corrective Action Plan. During contract performance, if the Contractor is not meeting the M/WBE aspirational goals or making satisfactory progress towards the objectives identified in the ESJ Innovation Plan, the County may request submission of a corrective action plan. The Contractor shall submit a corrective action plan within 10 business days of a written request from the County. The corrective action plan shall contain the following elements:
a. An explanation of the circumstances contributing to the M/WBE aspirational goal shortfall.
b. A summary of the impacts to M/WBE firms on the project due to the shortfall. c. A detailed list of actions that the Contractor will take to correct the shortfall and meet the aspirational goals for M/WBE participation for the project. d. A summary of the status of activities and actions identified in the ESJ Innovation Plan, and the effectiveness of each one toward meeting the aspirational goals.

If the County determines that the corrective action plan submitted by the Contractor is unsatisfactory, the County may withhold payments, or terminate the contract for default.

5. The obligation of the Contractor is to make Good Faith Efforts to meet the M/WBE aspirational goals. The Contractor can demonstrate that it has achieved this objective by either meeting the M/WBE aspirational goals or documenting its Good Faith Efforts. If the Contractor does not meet the M/WBE aspirational goals, the County will make a determination on whether the Contractor made adequate Good Faith Efforts to meet the stated goals. The County will consider the quality, quantity, and intensity of the documented Good Faith Efforts made by the Contractor. The County will not consider mere pro forma efforts as Good Faith Efforts.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 21 of 27

6. The Contractor’s unexcused failure to comply with the Good Faith Efforts requirements and provisions of this Contract to meet the M/WBE aspirational goals shall be deemed a material breach of Contract and may subject the Contractor to either: (i) a suspension for a period of not more than six (6) months, or (ii) a debarment for a period not more than two (2) years from consideration for award of contracts with the County. King County may withhold progress payments or the final payment, and seek any other remedy allowed by law.
a. Before imposing any suspension or debarment, the BDCC shall first provide written notice of a potential violation to the Contractor. The Contractor shall have an opportunity to submit a written reply within ten (10) calendar days from the date the BDCC’s notice of a potential violation is mailed to the Contractor. The Administrator shall notify the Contractor in writing of his or her final determination.

G. Diversity Compliance Management System (DCMS) Reports The Contractor shall report monthly in the DCMS website located at https://kingcounty.diversitycompliance.com. Telephone 206-263-9745 for assistance.

Such information shall be submitted prior to the County processing and paying any invoice. Reporting requirements include:

1. Payment Reports for Subcontractor and Suppliers. The Contractor must submit Payment Reports for all subcontractors and suppliers electronically using the DCMS. a. Once work has commenced, the Contractor shall submit a Payment Report for subcontractor and suppliers detailing amounts paid to each subcontractor and supplier for the previous invoice not later than the 15th day of the month. b. The Contractor shall notify and instruct all subcontractor and suppliers performing Work to date, to sign into the DCMS and verify payments received for each reporting period.

2. Upon completion of all Work and as a condition precedent to final payment, the Contractor shall complete the last Payment Report and identify this document as “final” and submit this document into the DCMS. The final Payment Report must list the name of, and dollar amount paid to each subcontractor and supplier used by the Contractor. Failure to submit the final Payment Report may result in withholding of payments or the final payment.

3. Add Subcontractor and Suppliers. The Contractor shall add all firms used on the Project electronically using the DCMS.

4. The Contractor must submit other information as requested by the County to verify firms working on the Project and compliance with requirements for the use of certified firms. The County may add, delete, or change the information required by the Contractor, as necessary.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 22 of 27
H. Compliance with Section 504 of the Rehabilitation Act of 1973, as amended (Section 504) and the American with Disabilities Act of 1990 as amended (ADA).

Pursuant to Title II of the ADA, and Section 504, King County must not discriminate against people with disabilities in providing services, programs or activities even if those services, programs or activities are carried out by contractors. The Contractor agrees that it shall provide all programs, services, and activities to County employees or members of the public under this Contract in the same manner as King county is obligated to under Title II of the ADA, and Section 504 and shall not deny participation of the benefits of such services, programs, or activities to people with disabilities on the basis of such disability. Failure to comply with this Section 7.1.H shall be a material breach of, and grounds for the immediate termination of, this Contract.

The Contractor agrees to provide to persons with disabilities access to programs, activities and services provided under the Contract, as required by the disability access laws as defined by KCC 12.16.

The Contractor shall not discriminate against persons with disabilities in providing the Work. In any subcontracts for the programs, activities and services under their Contract, the Contractor shall include the requirement that the Subcontractor provide to persons with disabilities access to programs, activities and services provided under the Contract, as required by the disability access laws as defined by KCC 12.16; that the Subcontractor shall not discriminate against persons with disabilities in providing the Work under the Contract; and that the Subcontractor shall provide that the County is a third party beneficiary to that required provision.

I. Sanctions for Violations - Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of Contract, for which the Contractor may be subject to damages, withholding payment and any other sanctions provided for by Contract and by applicable law.

7.2 Requirements of King County Living Wage Ordinance
In accordance with King County Ordinance 17909, as a condition of award for contracts for services with an initial or amended value of $100,000 or more, the Contractor agrees that it shall pay and require all Subcontractors to pay a living wage as described in the ordinance, to employees for each hour the employee performs a Measurable Amount of Work on this Contract. The requirements of the ordinance, including payment schedules, are detailed at http://www.kingcounty.gov/operations/procurement/Resources/ordinance-17909.aspx.

Violations of this requirement may result in disqualification of the Contractor from bidding on or being awarded a County contract for up to two years; contractual remedies including, but not limited to, liquidated damages and/or termination of the Contract; remedial action as set forth in public rule; and other civil remedies and sanctions allowed by law.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 23 of 27
Section 8 CLAIMS AND APPEALS / DISPUTE RESOLUTION

8.1 Claims and Appeals
The Contractor shall address claims for additional time or compensation under the Contract in writing to the Buyer and Project Manager within ten (10) Days of the date in which the Contractor knows or should know of the basis for the claim. Claims shall be accompanied by supporting documentation and citation to applicable provisions in the Contract documents. The County reserves the right to request additional documentation necessary to adequately review the claim. No payment claim by the Contractor shall be allowed if asserted after final payment under this Contract. The Buyer and Project Manager shall ordinarily respond to the Contractor in writing with a decision issued jointly, but absent such written response, the payment claim shall be deemed denied upon the tenth (10th) Day following receipt by the Buyer and Project Manager of the claim, or requested additional documentation, whichever is later.

In the event the Contractor disagrees with the determination of the Buyer and Project Manager, the Contractor shall, within five (5) Days of the date of such determination, appeal the determination in writing to the Procurement and Contract Services Section Manager. Such written notice of appeal shall include all information necessary to substantiate the appeal. The Procurement and Contract Services Section Manager shall review the appeal and make a determination in writing, which shall be final. Appeal to the Procurement and Contract Services Section Manager on claims for additional time or compensation shall be a condition precedent to litigation.

At all times, the Contractor shall proceed diligently with the performance of the Contract and in accordance with the direction of the Buyer or Project Manager. Failure to comply precisely with the time deadlines under this Section 8.1 as to any claim and appeal shall operate as a waiver and release of that claim and appeal and an acknowledgment of prejudice to the County provided that Contractor may proceed with litigation after meeting and exhausting the foregoing procedures.

8.2 Mediation and Arbitration
If a dispute arises out of or relates to this Contract, or the breach thereof, including any Contractor claim, that is not resolved through the required claims and appeal process set forth in Section 8.1, the parties may, upon mutual agreement, endeavor to settle the dispute in an amicable manner by mediation or other agreed form of alternative dispute resolution process prior to commencing litigation.

8.3 Applicable Law and Forum
This Contract shall be governed by and construed according to the laws of the State of Washington. Any claim or suit between the parties arising out of this Contract may only be filed and prosecuted in King County Superior Court or U.S. District for the Western District of Washington, in Seattle.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 24 of 27
Section 9 TERMINATION

9.1 Termination for Convenience/Default/Non-Appropriation A. Termination for Convenience
This Contract may be terminated by the County without cause, in whole or in part, upon providing the Contractor thirty (30) Days' advance written notice of the termination. If the Contract is terminated pursuant to this Section 9.1.A, the County will be liable only for payment in accordance with the terms of this Contract for Work performed and Accepted prior to the effective date of termination.

B. Termination for Default
If the Contractor does not perform the Work, or the Contractor fails to perform in the manner called for in the Contract, or if the Contractor fails to comply with any material provisions of the Contract, the County may terminate this Contract, in whole or in part, for default as follows:

1. A “notice to cure” shall be served on the Contractor by certified or registered first class mail in accordance with Section 2.11. The Contractor shall have thirty (30) Days from the date of receipt to cure the default or provide the County with a detailed written plan for review and acceptance, which indicates the time and methods needed to bring the Work into compliance and cure the default.

2. If the Contractor has not cured the default or the plan to cure the default is not acceptable to the County, the County may terminate the Contract by serving a "notice of termination" in accordance with Section 2.11 setting forth the manner in which the Contractor is in default and the effective date of termination.

3. The Contractor shall only be paid for Work performed and Accepted less any damages to the County caused by or arising from such default. All termination payment requests are subject to an analysis of cost or price by the County to verify compliance with the Contract, applicable laws and regulations.

4. The termination of this Contract shall in no way relieve the Contractor from any of its obligations under this Contract nor limit the rights and remedies of the County hereunder in any manner.

C. Termination for Non-Appropriation

1. If expected or actual funding is withdrawn, reduced or limited in any way prior to [Final Acceptance and/or Completion of the Project], the County may, upon written notice to the Contractor, terminate this Contract in whole or in part for lack of appropriation. Such termination shall be in addition to the County’s rights to terminate for convenience or default. In the event of termination under this section the following shall apply:

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 25 of 27
a. Subject to subsection b., the County will be liable only for payment in accordance with the terms of this Contract for Work performed prior to the effective date of termination;
b. Payment, if any, associated with such termination shall not exceed the appropriation for the biennium in which termination occurs; and c. The Contractor shall be released from any obligation to provide further Work under the Contract affected by the termination.

2. Notwithstanding subsection 1., funding of this Contract beyond the current biennium is conditional upon the appropriation by the County Council of sufficient funds to support the Work described in this Contract. Otherwise, the Contract shall terminate on December 31 of the current biennium.

Section 10 MISCELLANEOUS

10.1 Other Public Agency Orders
Other federal, state, county and local entities may utilize the terms and conditions established by this Contract if agreeable to all parties. The County does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies.

10.2 Assignment
Neither party shall assign any interest, obligation or benefit under or in this Contract or transfer any interest in the same, whether by assignment or novation, without prior written consent of the other party. If assignment is approved, this Contract shall be binding upon and inure to the benefit of the successors of the assigning party. This provision shall not prevent Contractor from pledging any proceeds from this Contract as security to a lender so long as King County Policy Fin10-1 (AP), section 6.1.3 is followed. If an assignment is approved, it shall be effective upon the posting of all required bonds, securities and the like by the assignee and the written agreement by assignee to assume and be responsible for the obligations and liabilities of the Contract, known and unknown, and applicable law.

10.3 Force Majeure
The term "force majeure" shall include, without limitation by the following enumeration: acts of nature, acts of civil or military authorities, terrorism, fire, accidents, shutdowns for purpose of emergency repairs, industrial, civil or public disturbances, causing the inability to perform the requirements of this Contract. If any party is rendered unable, wholly or in part, by a force majeure event to perform or comply with any obligation or condition of this Contract, upon giving notice and reasonably full particulars to the other party, such obligation or condition shall be suspended only for the time and to the extent commercially practicable to restore normal operations. In the event the Contractor ceases to be excused pursuant to this provision, then the County shall be entitled to exercise any remedies otherwise provided for in this Contract, including termination for default.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 26 of 27

10.4 HIPAA – Protecting Patient Privacy
The Work under this Contract may require compliance with “The Health Insurance Portability and Accountability Act of 1996” (HIPAA). Information on this Act can be found at the U.S.

Office of Civil Rights website: http://www.hhs.gov/ocr/hipaa/.

10.5 No Third-Party Beneficiary
This Contract is for the sole and exclusive benefit of the County and the Contractor and shall not create a contractual relationship with, or cause of action in favor of, any third parties.

10.6 Severability
Whenever possible, each provision of this Contract shall be interpreted to be effective and valid under applicable law. If any provision is found to be invalid, illegal or unenforceable, then such provision or portion thereof shall be modified to the extent necessary to render it legal, valid and enforceable and have the intent and economic effect as close as possible to the invalid, illegal and unenforceable provision.

10.7 Non-Waiver of Breach
No action or failure to act by the County shall constitute a waiver of any right or duty afforded to the County under the Contract; nor shall any such action or failure to act by the County constitute an approval of, or acquiescence in, any breach hereunder, except as may be specifically stated by the County in writing.

10.8 Background Checks
Contractor warrants and represents that each and every Contractor employee, providing Work under this Contract can meet the following requirements: (a) No convictions within the past ten (10) years for crimes involving computers, moral turpitude, including fraud, perjury, dishonesty; and (b) No adverse employment actions within the past ten (10) years regarding dishonesty or the use or misuse of computers.

Contractor personnel needing access to secure areas, records, or systems may be required to complete a security/background check by the County. The County may require Contractor’s employees, agents, consultants, or Subcontractors to complete a brief questionnaire and complete fingerprinting as part of the investigation process. The required background check will review and evaluate driving records, criminal records, employment histories, military records, personal and employment references and related information. Contractor staff failing the background check may, at the sole discretion of the County, be restricted from working within secured areas or with County systems in any capacity. The Contractor will assign alternative staff who have passed the background check to meet the requirements of the Contract.

10.9 Mandatory Vaccination for Covid-19 Due to Public Health Emergency In accordance with Executive Order ACO-8-28-EO (Covid_Exec_Order_ACO_8_28_EO.ashx (kingcounty.gov)) (Executive Order), all county contractors working at Executive branch agencies shall be fully vaccinated if the work is required to be performed in person and on site.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 King County – Nomad Transit LLC
Contract #KC000487_3_ Page 27 of 27
This includes but is not limited to on county property or in county facilities, or work requiring interaction with the general public regardless of frequency, whether or not other workers are present, and including indoor or outdoor worksites. The Executive Order does not apply to contractors who are present onsite for only a short period of time and have a fleeting physical presence with others. The Contractor shall be responsible for the full COVID-19 vaccination verification of its onsite workers. The Attestation Form shall be signed and submitted to [email protected]. Further information on the Executive Order and responses to Frequently Asked Questions may be found at Vaccination Mandate for Contractors.

End of Terms and Conditions
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9

REQUEST FOR PROPOSAL
Metro Flexible Services
A Guide to Respond to E-Procurement Solicitation can be found by following the link below:
https://www.kingcounty.gov/~/media/depts/finance/procurement/Documents/eprocurem ent-supplier-guide-solicitation.ashx?la=en
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 2
Contents
SECTION 1 INSTRUCTION TO PROPOSERS, PROPOSAL EVALUATION AND CONTRACT AWARD ................................................................................................................................3

1.1 Introduction.................................................................................................................. 3

1.2 Communications .......................................................................................................... 3

1.3 Deadline for Questions ................................................................................................ 3

1.4 Addenda and Clarifications .......................................................................................... 4

1.5 Late Proposals............................................................................................................. 4

1.6 Document Holders ....................................................................................................... 4

1.7 Proposal Submittal Procedure...................................................................................... 4

1.8 Pre-Proposal Conference............................................................................................. 4

1.9 Cancellation of RFP or Postponement of RFP Closing ................................................ 5

1.10 Examination of RFP Documents .................................................................................. 5

1.11 Modifications of Proposal or Withdrawal of Proposal Prior to Proposal Close Date...... 5

1.12 Proposal Withdrawal After Proposal Close Date .......................................................... 5

1.13 Error and Administrative Corrections ........................................................................... 6

1.14 Proposal Response Instructions................................................................................... 6

1.15 Proposal Content ......................................................................................................... 6

1.16 Evaluation Criteria and Proposal Scoring..................................................................... 7

1.17 Compliance with RFP, Terms, Attachments and Addenda........................................... 9

1.18 Acceptance of Contracts and Attachments .................................................................10

1.19 Forms Required before Contract Signing ....................................................................10

1.20 Cost of Proposals and Samples..................................................................................10

1.21 Collusion.....................................................................................................................10

1.22 Proposal Price and Effective Date...............................................................................10

1.23 Proposal Price and Tax...............................................................................................10

1.24 Proposal Evaluation and Contract Award....................................................................11

1.25 Responsive and Responsible......................................................................................12

1.26 Financial Resources and Auditing...............................................................................13

1.27 Sustainable Purchasing Policy....................................................................................13

1.28 Single Proposal Receipt..............................................................................................13

1.29 Public Disclosure of Proposals....................................................................................13

1.30 Protest Procedures .....................................................................................................14 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 3
SECTION 1 INSTRUCTION TO PROPOSERS, PROPOSAL EVALUATION AND

CONTRACT AWARD

1.1 Introduction
King County is soliciting proposals from interested and qualified suppliers to provide approaches and pricing to perform four principal bodies of work summarized below per the Scope of Work/Requirements. The purpose of this Request for Proposals (RFP) is to establish a contract to provide goods and/or services.

1. Developing and operating a trip dispatch application and data portal.

This is a required element of the proposal and considered to be a “core service.”

2. Providing on-demand transportation services within specific service areas.

This is a required element of the proposal and considered to be a “core service.”

3. Providing on-demand and same day paratransit transportation services for a select group of riders countywide (two (2)-year pilot project).

This is a desired element of the proposal and considered to an “additional service.”

4. Partnering with Metro by becoming a subcontractor to provide scheduled paratransit transportation services countywide for the Access Program.

This is a desired element of the proposal and considered to be an “additional service.”
The term of the Contract will be approximately three (3) years, with two (2) one (1) year extensions subject to the termination clauses contained herein. King County reserves the right to extend the Contract term if determined to be in the best interest of the County. The parties may decide to extend beyond the Initial Term (each, a “Renewal Term”, and together with the Initial Term, the “Term”) upon terms to be mutually agreed.

1.2 Communications
Upon release of this RFP, no oral interpretations of the RFP will be made to any Proposers. Oral explanations or instructions will be considered unofficial and are not binding. Any information modifying a solicitation will be furnished to all Proposers by addendum. Communications concerning this solicitation, with other than the listed Buyer or Alternate Buyer may cause the Proposer to be disqualified.

1.3 Deadline for Questions
All questions and any explanations must be requested in writing and directed to the Contract Specialist and Alternate Contract Specialist no later than seven (7) Days prior to the close date specified in the solicitation. Questions about this RFP may by submitted on or before the deadline through the Message function within the solicitation.

Proposer shall log in to the E-Supplier Portal at
https://kingcounty.gov/procurement/supplierportal. King County will respond via an addendum and/or clarification via email or bell notification which will be available for viewing in the E-Procurement Supplier Portal.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 4

1.4 Addenda and Clarifications
If at any time, the County changes, revises, deletes, increases, and/or otherwise modifies the RFP, the County will issue a written Addendum to the RFP. Proposer must acknowledge all Addenda to the solicitation before submitting a proposal in the EProcurement portal. Clarifications are for informational purposes only.

Proposers that indicate they will participate will receive an automatic notification of any Addenda/Clarification via email from the E-Procurement System.

1.5 Late Proposals
The County’s E-Procurement Portal will not allow late Proposals or modifications of submission after the close date and time specified for receipt. Proposers shall assume full responsibility for ensuring electronic delivery of Proposals on or before the close date and time as specified.

1.6 Document Holders
Document Holders: Document Holders list can be viewed at the following website:
https://kingcounty.gov/depts/finance-business-operations/procurement/forbusiness/solicitation-resources.aspx

1.7 Proposal Submittal Procedure
King County registered Suppliers interested in bidding on current solicitations must log in to their Supplier Portal to view any current bid opportunities, express interest, communicate with the Buyer via Message app and/or successfully submit a proposal through the E-Procurement system prior to the close date and time indicated in the solicitation.

King County will ONLY accept electronic submittals through the E-Procurement system in response to this RFP. Proposals that do not conform to the requirements specified herein may be rejected.

Instructions on how to submit a bid electronically are provided https://www.kingcounty.gov/~/media/depts/finance/procurement/Documents/EProcurement_Supplier_Solicitation_User_Guide_Rev1_2020_Final_11062020.ashx?la= en

1.8 Pre-Proposal Conference
A Pre-proposal conference will be conducted on the date and time listed on the Solicitation Abstract page. All prospective Proposers are strongly encouraged to attend.

The intent of the pre-proposal conference is to assist the Proposers to understand the requirements of this RFP more fully. Proposers are encouraged to submit questions in advance to enable the County to prepare responses; these questions should be Emailed to the Buyer and Alternate Buyer. Questions will be encouraged during the preproposal conference also. Proposers shall not rely upon any oral statements or DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 5
conversations at this meeting, rather only on any addenda/clarification documents issued by the County.

A sign in sheet will provide evidence of attendance. It is the Supplier’s responsibility to ensure that they report their attendance to the Buyer, as requested during the meeting.

An attendees lists will be posted on King County’s website at https://www.kingcounty.gov/depts/finance-business-operations/procurement/forbusiness/solicitation-resources.aspx

1.9 Cancellation of RFP or Postponement of RFP Closing
The County reserves the right to cancel the RFP at any time. The County may change the date and time for submitting Proposals prior to the date and time established for submittal via an Addenda.

1.10 Examination of RFP Documents
The submission of a proposal shall constitute an acknowledgement upon which the County may rely that the Proposer has thoroughly examined and is familiar with the RFP, including any work site identified in the RFP, and has reviewed and inspected all applicable statutes, regulations, ordinances and resolutions addressing or relating to the goods or services to be provided hereunder.

The failure of a Proposer to comply with above requirement shall in no way relieve the Proposer from any obligations with respect to its proposal or to any Contract awarded pursuant to this RFP. No claim for additional compensation shall be allowed which is based upon a lack of knowledge or misunderstanding of this RFP.

1.11 Modifications of Proposal or Withdrawal of Proposal Prior to Proposal Close Date
Modifications or withdrawal of Proposals already received will be considered only if the requested modification or withdrawal is made prior to the scheduled closing time for the receipt of the Proposals.

1.12 Proposal Withdrawal After Proposal Close Date
Except for claims of error granted by the County, no Proposer may withdraw a proposal after the close date and time established for submitting proposals, or before the award and execution of a Contract pursuant to this RFP, unless the award has been delayed for a period exceeding the period for proposal effectiveness.

Requests to withdraw a proposal due to error must be submitted in writing by email along with supporting evidence for such claim for review by the County. Evidence must be sent via the Message feature to the Buyer(s) listed in the solicitation within two (2) business Days after request to withdraw. The County reserves the right to require additional records or information to evaluate the request. Any review by the County of a proposal and/or any review of such a claim of error, including supporting evidence, DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 6
creates no duty or liability on the County to discover any other proposal error or mistake, and the sole liability for any proposal error or mistake rests with the Proposer.

1.13 Error and Administrative Corrections
The County shall not be responsible for any errors in proposals. Proposers shall only be allowed to alter proposals after the submittal deadline in response to requests for clarifications and/or Best and Final Offers by the County.

The County reserves the rights to allow corrections or amendments to be made that are due to minor administrative errors or irregularities, such as errors in typing, transposition or similar administrative errors.

1.14 Proposal Response Instructions
A. Proposals shall address the questions pertaining to the Scope of Work as described throughout the RFP and in the order presented identifying the proposal questions by number. Proposals need to be specific, detailed and straight forward using clear, concise, easily understood language and speaks to the proposer’s approach, commitment, and ability to perform the services described in the RFP.

B. Proposers answering the proposal questions shall examine the entire Request for Proposal document including the instructions, terms and conditions, specifications applicable standards and regulations. Responses should stay within the page limit and focus on similar experience your company has previously provided. Proposer may include active, informative and up-to-date web links in their proposal, but web content should not substitute full and complete responses to the questionnaire. Failure to do so shall be at the proposer’s risk.

1.15 Proposal Content
A. Submit an electronic proposal and attachments as required via the EProcurement Portal as required in the Requirement sections of the RFP.

B. The proposal shall contain the following items and follow the sequence outlined below:

1. Letter of Interest- An introductory letter of interest signed by the proposer may contain relevant information about the firm and an executive summary or overview of proposal. The letter should be no more than two (2) pages and must include the firm’s legal name, State of Incorporation, UBI number (if applicable), Federal Tax ID number, and Dun and Bradstreet number (DUNS number), if available. The letter should also identify a single point of contact and their contact information for all communications related to the proposal.

2. Proposer’s Response to Scope of Work and RFP Questions not to exceed fifty (50) page limit
DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 7

3. Price Proposal- Excel format (preferred, if available)

4. Contract Agreement: Identify any exceptions to terms and conditions and attachments in the sample contract and contract terms section of the RFP.

1.16 Evaluation Criteria and Proposal Scoring
Each proposal has a total possible score of 200 points with the points assigned as follows:
# Evaluation Criteria Description Max.

Points
1 Technical Requirements Technical systems:
• Driver Application
• Rider Application
• Trip Booking
System Functionality & Redundancy
Fare payment
Data sharing and surveying
45 2 Functional Requirements Customer service
Safety
Sustainability
Customer experience
Marketing and communications
Branding
Cost efficiency
Start-up and implementation
Fleet services and support vehicles
Staffing and subcontracting
Training Drivers
Draining Call Center Personnel
45 3 Innovative Approaches &
Equity Plan – Exhibit 11
Overall Plan 20
4 Desired Elements • Use of Non-Dedicated Service
Providers
• Same Day Service Pilot for Access
Riders
• Partnering with Metro to provide
complementary Paratransit Service
30 DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 8
# Evaluation Criteria Description Max.

Points
5 Management Relevant Experience
References
10 6 Pricing Proposal Price 25
7 Expected Service
Performance
Expected service performance 5
Total Possible Written 180
8 Presentation (Possible) Interviews and Demonstrations 20 Total Evaluation 200
A. Each criteria listed above will be given a weighted score from 0 to 5 based on the points listed above to determine their overall value. The 0 to 5 scores represent the following:
0 = 0% Did not provide a response to the requirement.
1 = 20% Far below expectations, a poor response that minimally meets the requirements.
2 = 40% Below expectations, a fair response that meets the requirements in an adequate manner. Demonstrates an ability to comply with guidelines, parameters, and requirements with no additional information put forth by the proposer.
3 = 60% Meets expectations, a good response that meets all the requirements and has demonstrated in a clear and concise manner a thorough knowledge and understanding of the subject matter. An average or slightly above average performance with no apparent deficiencies noted.
4 = 80% Exceeds expectations, a very good response that provides useful information, while showing experience and knowledge within the category.

Proposal is well thought out and addresses all requirements set forth. The proposer provides insight into their expertise, knowledge, and understanding of the subject matter
5 = 100% Far exceeds expectations, a superior response that is highly comprehensive, excellent reply that meets all requirements of the areas within that category. Considered to be an excellent standard, demonstrating the proposer's authoritative knowledge and understanding of the project.

B. Pricing will be scored as a percentage of the lowest proposed price. The lowest priced proposal will be awarded the maximum number of points. All other DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 9
proposers will receive a percentage of the points as their proposed pricing compares to the lowest proposed price.

C. Terms and Conditions will be scored on an all-or-nothing basis. The maximum number of points will be awarded to proposers taking no exceptions to the terms and conditions in the draft contract. Zero points will be awarded to proposers taking any exceptions.

1.17 Compliance with RFP, Terms, Attachments and Addenda A. The County intends to award a Contract based on the terms, conditions, attachments and addenda contained in this RFP. Proposers shall submit proposals, which respond to the requirements of the RFP.

B. The County reserves the right to reject any proposal for any reason including, but not limited to, the following –
• Any proposal, which is incomplete, obscure, irregular or lacking necessary detail and specificity;
• Any proposal that has any qualification, limitation, exception or provision attached to the proposal;
• Any proposal from Proposers who (in the sole judgment of the County) lack the qualifications or responsibility necessary to perform the Work; • Any proposal submitted by a Proposer which is not registered or licensed as may be required by the laws of the state of Washington or local government agencies;
• Any proposal, from Proposers who are not approved as being compliant with the requirements for equal employment opportunity; and • Any proposal for which a Proposer fails or neglects to complete and submit any qualifications information within the time specified by the County.

C. In consideration for the County's review and evaluation of its proposal, the Proposer waives and releases any claims against the County arising from any rejection of any or all proposals, including any claim for costs incurred by Proposers in the preparation and presentation of proposals submitted in response to this RFP.

D. Proposals shall address all requirements identified in this RFP. In addition, the County may consider proposal alternatives submitted by Proposers that provide cost savings or enhancements beyond the RFP requirements. Proposal alternatives may be considered if deemed to be in the County's best interests. Proposal alternatives shall be clearly identified.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 10

1.18 Acceptance of Contracts and Attachments
Proposer shall review the draft contract, and all its attachments. If there are exceptions taken to the terms and conditions, the Proposer shall include it as an attachment to the proposal, identifying the exceptions and proposed changes. All proposed changes shall be tracked using the tracking changes feature in Microsoft Word®.

1.19 Forms Required before Contract Signing
The top ranked Proposer shall submit, within five (5) days of notification from the County, the applicable documents, insurance, bonds, sworn statements, and other requirements prior to award.
• Certificate of Insurance and Endorsement – Have Insurance Agent e-mail to Buyer evidence of insurance from insurer(s) satisfactory to the county certifying to the coverage of insurance set forth in this RFP. • Responsibility Attestation and Detail Form – If determined to be the highest ranked proposer will complete the form and return it to the County.

1.20 Cost of Proposals and Samples
The County is not liable for any costs incurred by Proposer in the preparation and evaluation of Proposals submitted. If applicable, samples of items required must be submitted to the location and by the date and time specified. Unless otherwise specified, samples shall be submitted with no expense to the County. If not destroyed by testing, samples may be returned at the Proposer’s request and expense unless otherwise specified.

1.21 Collusion
By submitting this proposal electronically, the Proposer certifies that they have not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding. If the County determines that collusion has occurred among Proposers, none of the Proposals from the participants of such collusion will be considered. The County’s determination will be final.

1.22 Proposal Price and Effective Date
A. In the event of a discrepancy between the unit price and the extended amount for a proposal item, the County reserves the right to clarify the proposal.

B. The proposal shall remain in effect for one hundred and twenty (120) days after the proposal due date, unless extended by agreement.

1.23 Proposal Price and Tax
The proposal price shall include everything necessary for the prosecution and completion of Work under the Contract including but not limited to furnishing all DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 11
materials, equipment, supplies, tools, plant and other facilities and all management, supervision, labor and service, except as may be provided otherwise in this RFP. Proposed prices shall include all freight charges, freight on board (FOB) to the designated delivery point. Washington State sales/use taxes and Federal excise taxes shall not be included in the proposal price.

The County shall pay any Washington State sales/use taxes applicable to the contract price or tender an appropriate amount to the Contractor for payment to Washington State. The County is exempt from Federal excise taxes. All other government taxes, duties, fees, royalties, assessments and charges shall be included in the proposal price. Said exemption is made pursuant to Chapter 32 of the Internal Revenue Code and Registry No. A-1 02374. When requested, an exemption certificate will be furnished.

1.24 Proposal Evaluation and Contract Award
A. The County will evaluate proposals using the criteria set forth in this RFP. If deemed necessary, written and/or oral discussions, site visits or any other type of clarification of proposal information may be conducted with those Proposers whose proposals are found to be potentially acceptable. Identified deficiencies, technical requirements, terms and conditions of the RFP, costs or prices, and clarifications may be included among the items for discussion. The discussions are intended to give Proposers a reasonable opportunity to resolve deficiencies, uncertainties and clarifications as requested by the County and to make the cost, pricing or technical revisions required by the resulting changes. In addition, the County may request additional business and administrative information.

B. The County may find that a Proposer appears fully qualified to perform the Contract or it may require additional information or actions from a Proposer. In the event the County determines that the proposal is not within the Competitive Range the County shall eliminate the proposal from further consideration.

C. The evaluation of Proposers’ proposals and additional information may result in successive reductions of the number of proposals that remain in the Competitive Range. If applicable to the procurement, the firms remaining in the Competitive Range may be invited to continue in the proposal evaluation process, and negotiations.

D. Upon completion of discussions, the County may issue to all remaining potentially acceptable Proposers within the competitive range a request for Best and Final Offers. The request shall include notice that discussions are concluded, an invitation to submit a revised proposal with a Best and Final Offer, and a new submittal date and time.

E. The County may enter negotiations with one or more Proposers to finalize contract terms and conditions. Negotiation of a contract shall be in conformance DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 12
with applicable federal, state and local laws, regulations and procedures. The objective of the negotiations shall be to reach agreement on all provisions of the proposed contract. In the event negotiations are not successful, the County may reject proposals.

F. The County reserves the right to make a Contract award without written and/or oral discussions with the Proposers and without an opportunity to submit Best and Final Offers when deemed to be in the County's best interests. Contract award, if any, shall be made by the County to the responsible Proposer whose proposal best meets the requirements of the RFP, and is most advantageous to the County, taking into consideration price and the other established evaluation factors. The County is not required to award a contract to the Proposer offering the lowest price. The County shall have no obligations until a contract is signed between the Proposer and the County. The County reserves the right to award one or more contracts as it determines to be in its best interest.

1.25 Responsive and Responsible
The County will consider all the material submitted by the Proposer, and other evidence it may obtain otherwise, to determine whether the Proposer is in compliance with the terms and conditions set forth in this RFP.

A. Responsible
In determining the responsibility of the Proposer, the County may consider:
• The ability, capacity, and skill to perform the Contract and provide the service required.
• The character, integrity, reputation, judgment and efficiency. • The financial resources to perform the Contract properly and within the times proposed.
• The quality and timeliness of performance on previous contracts with the County and other agencies, including, but not limited to, the effort necessarily expended by the County and other agencies in securing satisfactory performance and resolving claims.
• Compliance with federal, state and local laws and ordinances relating to public contracts.
• Other information having a bearing on the decision to award the Contract. • For all contracts with a value of $100,000 or more, the selected Proposer must meet the requirements set forth in King County Code 2.93.120 regarding historic compliance with environmental, worker safety, and labor and human trafficking laws. Historic compliance is defined as a minimum of three (3) years preceding the submittal date for the solicitation.
• The County shall conduct a review to determine the selected Proposer’s responsibility related to these areas. Failure to fully answer any responsibility question, or otherwise be out of compliance with the requirements of the code as DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 13
determined by the County, shall eliminate the Proposer from consideration of award.

Failure of a Proposer to be deemed responsible or responsive may result in the rejection of a proposal.

1.26 Financial Resources and Auditing
If requested by the County, prior to the award of a contract, the Proposer shall submit proof of adequate financial resources available to carry out the execution and completion of Work required by the contract.

King County reserves the right to audit the Contractor throughout the term of the contract to assure the Contractor’s financial fitness to perform and comply with all terms and conditions contained within the contract. King County will be the sole judge in determining the Contractor’s financial fitness in carrying out the terms of the contract.

1.27 Sustainable Purchasing Policy
Proposers able to supply sustainable goods and services that meet design and performance requirements are encouraged to offer them in Proposals when not otherwise prohibited. Sustainable goods and services provide environmental, social, and economic benefits while protecting human health and the environment over the entire life cycle of the good or service, from the extraction of raw materials through final disposal.

To ensure that products and services meet sustainability criteria, the Sustainable Purchasing Policy authorizes King County purchasers to prioritize the use of ecolabels, and environmental standards and certifications recommended by the U.S.

Environmental Protection Agency (EPA) and those accredited by third-party organizations. (Reference: KCC 18.20).

1.28 Single Proposal Receipt
If the County receives a single responsive, responsible proposal, the County may request an extension of the proposal acceptance period and/or conduct a price or cost analysis on such proposal. The Proposer shall promptly provide all cost or pricing data, documentation and explanation requested by the County to assist in such analysis. By conducting such analysis, the County shall not be obligated to accept the single proposal; the County reserves the right to reject such proposal or any portion thereof.

1.29 Public Disclosure of Proposals
This procurement is subject to the Public Records Act, Chapter 42.56 RCW. https://apps.leg.wa.gov/rcw/default.aspx?cite=42.56 Proposals submitted under this RFP shall be considered public documents unless the documents are exempt under the public disclosure laws.

DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 Request for Proposal# KC000487
Metro Flexible Services Page 14
If a Proposer considers any portion of its proposal to be protected under the law, the Proposer shall clearly mark each section as “CONFIDENTIAL” or “PROPRIETARY”. If any materials are marked “CONFIDENTIAL” or “PROPRIETARY”, Proposers have ten (10) calendar days from the receipt of the Notice of Selection/Non-Award to obtain a court order enjoining release pursuant to RCW 42.56.

Effective January 1, 2020, If a Proposer does not take such action within said period, the County will post the
materialsto https://procurement.kingcounty.gov/procurement_ovr/default.aspx after contract execution. By submitting a proposal, the Proposer assents to this procedure and shall have no claim against the County.

1.30 Protest Procedures
King County has a process in place for receiving protests based upon Request for Proposals or contract awards. The protest procedures are available at http://www.kingcounty.gov/depts/finance-business-operations/procurement/forbusiness/do-business/protest.aspx DocuSign Envelope ID: B0AADBDD-B92E-4C59-AD2F-FFDE3FC89DF9 RFP# KC000487: Metro Flexible Services
Exhibit 1 – Statement of Work
Exhibit 1 – Statement of Work (SOW)
Request for Proposal # KC000487: Metro Flexible Services

Page 1 ends

West Covina City CouncilJune 18, 2024

West Covina City Council
June 18, 2024