HomeMy WebLinkAbout071719 - Agenda - Regular MeetingTRES HERMANOS CONSERVATION AUTHORITY
BOARD OF DIRECTORS REGULAR MEETING
JULY 17, 2019 AGENDA
6:00 p.m.
CITY OF INDUSTRY
COUNCIL CHAMBER
15651 E. STAFFORD STREET
CITY OF INDUSTRY, CALIFORNIA
1. CALL TO ORDER
PLEDGE OF ALLEGIANCE
ROLL CALL
Cory Moss, Chair
Carol Herrera, Vice -Chair
Catherine Marcucci, Board Member
Ray Marquez, Board Member
Peter Rogers, Board Member
Newell Ruggles, Board Member
Steve Tye, Board Member
2. PUBLIC COMMENTS: At this time, members of the public may address the
Authority regarding any items within the subject matter jurisdiction of the
Authority provided NO action or discussion may be taken on any item not
appearing on the agenda, except the Authority may BRIEFLY respond to
statements made or questions posed. Comments are limited to five minutes per
speaker.
3. CONSENT CALENDAR:
3.1 Consideration of the Minutes of the June 19, 2019 special meeting and the
June 19, 2019 regular meeting
Recommended Action: Approve as submitted.
Copies of staff reports or other written documentation relating to agenda items are on file in the Office of the City
Clerk at Industry City Hall, and are available for public inspection. If requested, the agenda will be made available
in an alternative format to a person with disability as required by Section 202 of the Americans with Disabilities Act
of 1990. If you have questions regarding an agenda item, please contact the Authority Secretary at (626) 333-2211
during regular business hours.
In an effort to comply with the requirements of Title II of the Americans with Disabilities Act of 1990, the Tres
Hermanos Conservation Authority requires that any person in need of any type of special equipment, assistance or
accommodation(s) in order to communicate at a public meeting, must inform the Authority Secretary a minimum
of 72 hours prior to the scheduled meeting.
1383679.1
July 17, 2019 PAGE 2 THCA Agenda
3.2 Consideration to approve the Treasurer's Report for the month of June
2019
4.
A
Q
7.
RECOMMENDED ACTION: Receive and file Report.
3.3 Consideration to approve the check register for the month of June 2019
RECOMMENDED ACTION:
OLD BUSINESS:
There is none.
NEW BUSINESS:
Receive and file Report.
5.1 Approval of Agreement with Egoscue Law Group, Inc., to provide General
Counsel Legal Services to the Authority
RECOMMENDED ACTION: Approve and authorize the Chair to sign,
the Agreement with Egoscue Law Group, Inc. (ELG) to provide general
counsel legal services and a letter expressly agreeing that ELG may
represent the City of Industry on environmental matters related to the
City's Fellows Camp property.
5.2 Review and Action — Budget for Fiscal Years 2018-19 and 2019-20
RECOMMENDED ACTION: The Authority, following review and
discussion, adopt a two-year budget for Fiscal Years 2018-19 and 2019-
20.
5.3 Consideration of Amendment No. 1 to the Maintenance Services
Agreement with the San Gabriel Valley Conservation Corps, increasing
compensation under the original amount by $75,120 from $14,880 to
$90,000
RECOMMENDED ACTION: Approve Amendment No. 1.
AUTHORITY DIRECTOR COMMENTS:
ADJOURNMENT: The next regular Tres Hermanos Conservation Authority
Meeting will be Wednesday, August 21, 2019 at 6:00 p.m.
TRES HERMA NOS CONSERVATION AUTHORITY
ITEM NO. 3.1
TRES HERMANOS CONSERVATION AUTHORITY
SPECIAL BOARD OF DIRECTORS MEETING MINUTES
CITY OF INDUSTRY, CALIFORNIA
JUNE 19, 2019
PAGE 1
1. CALL TO ORDER
The Special Meeting of the Tres Hermanos Conservation Authority, Board of
Directors, was called to order by Chair Cory Moss at 3:46 p.m. in the City of Industry
Council Chamber, 15651 East Stafford Street, California.
FLAG SALUTE
The flag salute was led by Chair Cory Moss.
PRESENT: Cory Moss, Chair
Carol Herrera, Vice Chair
Catherine Marcucci, Board Member
Mark Radecki, Alternate Board Member
Peter Rogers, Board Member
Steve Tye, Board Member
ABSENT: Newell Ruggles, Board Member
STAFF PRESENT: Troy Helling, Executive Director; Dan Fox, Deputy Executive
Director; and Julie Robles, Authority Secretary.
2. PUBLIC COMMENTS
There were none.
3. CLOSED SESSION — Public Employment
Authority Secretary Robles announced there was a need for Closed Session as
follows:
Close session pursuant to Government Code Section 54957:
Title: General Counsel
There were no public comments on the Closed Session item.
Chair Moss recessed the meeting into Closed Session at 3:47 p.m.
TRES HERMANOS CONSERVATION AUTHORITY
SPECIAL BOARD OF DIRECTORS MEETING MINUTES
CITY OF INDUSTRY, CALIFORNIA
JUNE 19, 2019
PAGE 2
RECONVENE CITY COUNCIL MEETING
Chair Moss reconvened the meeting at 6:00 p.m. All members of the Tres Hermanos
Conservation Authority were present.
Chair Moss reported out of Closed Session.
With regard to Closed Session items 3.1, there is no reportable action.
4. ADJOURNMENT
There being no further business, the Tres Hermanos Conservation Authority (THCA)
Regular Board of Directors meeting adjourned at 6:01 p.m.
CORY MOSS
CHAIR
JULIE ROBLES
AUTHORITY SECRETARY
TRES HERMANOS CONSERVATION AUTHORITY
REGULAR BOARD OF DIRECTORS MEETING MINUTES
CITY OF INDUSTRY, CALIFORNIA
JUNE 19, 2019
PAGE 1
1. CALL TO ORDER
The Regular Meeting of the Tres Hermanos Conservation Authority, Board of Directors,
was called to order by Chair Cory Moss at 6:00 p.m. in the City of Industry Council
Chamber, 15651 East Stafford Street, California.
FLAG SALUTE
The flag salute was led by Board Member Peter Rogers.
PRESENT: Cory C. Moss, Chair
Carol Herrera, Vice Chair
Catherine Marcucci, Board Member
Mark Radecki, Alternate Board Member
Peter Rogers, Board Member
Steve Tye, Board Member
ABSENT: Newell Ruggles, Board Member
STAFF PRESENT: Troy Helling, Executive Director; David DeBerry, General Counsel;
Dan Fox, Deputy Executive Director; and Julie Robles, Authority Secretary.
2. PUBLIC COMMENTS
There were none.
3. CONSENT CALENDAR
3.1 CONSIDERATION OF THE MINUTES OF THE MAY 15, 2019 REGULAR
MEETING
3.2 CONSIDERATION TO APPROVE THE TREASURER'S REPORT FOR
THE MONTH OF APRIL 2019
3.3 CONSIDERATION TO APPROVE THE CHECK REGISTER FOR THE
MONTH OF MAY 2019
TRES HERMANOS CONSERVATION AUTHORITY
REGULAR BOARD OF DIRECTORS MEETING MINUTES
CITY OF INDUSTRY, CALIFORNIA
JUNE 19, 2019
PAGE 2
MOTION BY VICE CHAIR HERRERA, AND SECOND BY BOARD MEMBER
MARCUCCI TO APPROVE THE CONSENT CALENDAR. MOTION CARRIED 7-0,
BY THE FOLLOWING VOTE:
AYES:
NOES:
ABSENT:
ABSTAIN:
4. OLD BUSINESS
There is none.
5. NEW BUSINESS
MARCUCCI, MARQUEZ, RADECKI,
ROGERS, TYE, V/C HERRERA,
C/MOSS
NONE
RUGGLES
NONE
5.1 OFFICIAL BOND FOR FISCAL YEAR 2019-20
City Manager Troy Helling provided a staff report and responded to a question from
Board Member Marquez, that we do have Liability Insurance.
MOTION BY BOARD MEMBER MARQUEZ, AND SECOND BY BOARD MEMBER
MARCUCCI TO APPROVE THE GOVERNMENT CRIME INSURANCE PROPOSAL
FROM ALLIANT AS THE OFFICIAL BOND FOR FISCAL YEAR 2019-20 AND
AUTHORIZE THE TREASURER TO EXECUTE THE REQUEST TO BIND
COVERAGE AND PAY THE ANNUAL PREMIUM OF $1,500.00. MOTION CARRIED
7-0, BY THE FOLLOWING VOTE:
MARCUCCI, MARQUEZ, RADECKI,
ROGERS, TYE, V/C HERRERA,
C/MOSS
NONE
RUGGLES
NONE
il 0.1642 IFTAIO
MARCUCCI, MARQUEZ, RADECKI,
ROGERS, TYE, V/C HERRERA,
C/MOSS
NONE
RUGGLES
NONE
TRES HERMANOS CONSERVATION AUTHORITY
REGULAR BOARD OF DIRECTORS MEETING MINUTES
CITY OF INDUSTRY, CALIFORNIA
JUNE 19, 2019
PAGE 3
5.2 CONSIDERATION OF A CONSULTANT SERVICES AGREEMENT WITH
MEAD & HUNT, INC. FOR DAM INUNDATION MAPPING AND EMERGENCY
ACTION PLANNING SERVICES AT CHINO RANCH #1 DAM, NO. 2025.000, IN THE
AMOUNT OF $18,000.00
James Cramsie, Senior Project Manager with CNC Engineering made a presentation
to the Authority and said effective July 1, 2017, a new state legislation passed in which
the City is to abide with the Dam Inundation Mapping and Emergency Action Planning
Services. The Chino Ranch #1 Dam is classified as a significant hazard which is equal
to the lowest level property. This service and report will be paid by the City of Industry.
MOTION BY BOARD MEMBER ROGERS, AND SECOND BY BOARD MEMBER
MARCUCCI TO APPROVE THE AGREEMENT. MOTION CARRIED 7-0, BY THE
FOLLOWING VOTE:
AYES: BOARD MEMBERS
•
:•A
i. A I
. ..
6. AUTHORITY DIRECTOR COMMENTS:
There was none.
7. ADJOURNMENT
MARCUCCI, MARQUEZ, RADECKI,
ROGERS, TYE, V/C HERRERA,
C/MOSS
NONE
RUGGLES
NONE
There being no further business, the Tres Hermanos Conservation Authority (THCA)
Regular Board of Directors meeting adjourned at 6:12 p.m.
CORY MOSS
CHAIR
TRES HERMANOS CONSERVATION AUTHORITY
REGULAR BOARD OF DIRECTORS MEETING MINUTES
CITY OF INDUSTRY, CALIFORNIA
JUNE 19, 2019
PAGE 4
JULIE ROBLES
AUTHORITY SECRETARY
TRES HERMA NOS CONSERVATION AUTHORITY
ITEM NO. 3.2
TRES HERMANOS CONSERVATION AUTHORITY AGENDA NO. 3.2
STAFF REPORT
Date: July 17, 2019
To: Chair and Board of Directors
From: Troy Helling, Executive Director
Subject: Treasurer's Report for the Month of June 2019
Recommendation:
That the Authority receive and file the Treasurer's Report for the month of June 2019.
Background/Analysis:
Pursuant to the Amended and Restated Tres Hermanos Conservation Authority Joint
Powers Agreement Section 5.3 Accounts, the Treasurer must verify and report in
writing, at least quarterly, the amount of money held for the Authority, the amount of
interest earnings, revenues, and expenditures since the last report.
Attached for your information is the Treasurer's Report for the month of June 2019.
Respectful) submitted,
Christina Buhagiar
Treasurer
Attachments
Reviewed by,
Troy Helling
Executive Director
I. Funds Held by Authority:
TRES HERMANOS CONSERVATION AUTHORITY
TREASURER'S REPORT
June 30, 2019
Market Interest
Cost Value Rate
Cash
Citizens Business Bank - Premium Money Market $ 165,025 $ 165,025 0.05%
Total Funds Held by Authority $ 165,025 $ 165,025
fl. Cash Flow Transactions:
Beginning Ending
Cash Balance Cash Cash Cash Balance
Fund 06/01/19 Receipts Disbursements 06/30/19
General Fund $ 197,913 $ 978 $ (33,866) $ 165,025
III. Certifications:
In accordance with the California Government Code, the Treasurer certifies that sufficient
liquidity is available to meet the Authority's anticipated expenditure requirements for the six
months ending December 31, 2019.
oz�
Christina Buhagiar
Treasurer
Tres Hermanos Conservation Authority
Statement of Revenues, Expenditures and Changes in Fund Balances
June 30, 2019
Fiscal Year Fiscal Year
18/19 17/18
Revenues
Investment interest
$
132
$ 139
Rental income
2,849
-
Contributions from member agencies
209,591
-
Reimbursements
757
-
Total Revenues
213,329
139
Expenditures:
Audit services
1,970
1,910
Legal services
65,653
-
Security services
39,838
-
Insurance
15,998
-
Pest control
7,845
-
Utilities
9,186
-
Miscellaneous
201
-
Total Expenditures
140,691
1,910
Excess of revenues over (under) expenditures
$
72,638
$ (1,771)
Fund Balances:
Beginning of fiscal year
$
92,387
$ 94,158
Excess of revenues over (under) expenditures
72,638
(1,771)
End of fiscal year
$
165,025
$ 92,387
TRES HERMA NOS CONSERVATION AUTHORITY
ITEM NO. 3.3
TRES HERMANOS CONSERVATION AUTHORITY AGENDA NO. 3.3
STAFF REPORT
Date: July 17, 2019
To: Chair and Board of Directors
From: Troy Helling, Executive Director
Subject: Check Register
Recommendation:
That the Authority receive and file the check register for the month of June 2019,
Background/Analysis:
Pursuant to the Amended and Restated Tres Hermanos Conservation Authority Joint
Powers Agreement Section 5.2 Disbursements, the check register of the Authority should
be periodically reviewed by the Board. Attached for your review is the check register for
the month of June 2019.
Respectfully submitted,
Christina Buhagiar
Treasurer
Attachment
Reviewed by,
Troy Helling ,
Executive Director
Tres Hermanos Conservation Authority JPA
Transaction List by Vendor
June 2019
Date Check # Vendor Memo/Description Amount
06/04/2019
1043
Industry Security Services, Inc.
Security - week ending 05/23/19
$ (3,126.12)
Vehicle Fuel usage - 04/22/19 - 05/17/19
06/04/2019
1044
Janus Pest Management, Inc
Squirrel Treatment - 04/04/19 & 04/17/19
(2,145.00)
Bee Removal Service - 04/04/19
06/04/2019
1045
City of Chino Hills - Water
Quick Books - April 2019
(30.00)
06/14/2019
1046
City of Industry - Trash
Trash Services - June 2019
(158.76)
06/14/2019
1047
Industry Security Services, Inc.
Security - week ending 06/06/19
(4,542.56)
06/14/2019
1048
Woodruff, Spradlin & Smart
Legal Services - May 2019
(23,614.18)
06/14/2019
1049
Frontier
Phone - June 2019
(53.46)
06/14/2019
1050
SoCalGas
Gas usage - May 2019
(84.96)
06/14/2019
1051
Southern California Edison
Electricity usage - May 2019
(111.54)
Total $ (33,866.58)
TRES HERMA NOS CONSERVATION AUTHORITY
ITEM NO. 5.1
TRES HERMANOS CONSERVATION AUTHORITY AGENDA NO. 5.1
STAFF REPORT
Date: July 17, 2019
To: Board of Directors
From: Troy Helling, Executive Director Tf/
Subject: APPROVAL OF AGREEMENT WITH EGOSCUE LAW GROUP, INC. TO
PROVIDE GENERAL COUNSEL LEGAL SERVICES TO THE
AUTHORITY.
Recommendation:
That the Board of Directors approve, and authorize the Chair to sign, the Agreement with
Egoscue Law Group, Inc, (ELG) to provide general counsel legal services and a letter
expressly agreeing that ELG may represent the City of Industry on environmental matters
related to the City's Fellows Camp property.
Fiscal Impact:
The hourly rates, which are the firm's public agency rates, are reflected in the Agreement
as follows:
Tracy J. Egoscue $350
Tarren A. Torres $250
Paralegals $150
The FY 2019-2020 includes $20,000 for general counsel legal services, which are
considered a "Maintenance Cost" and split equally between the Member Agencies. The
actual costs will vary based on the amount to time needed to provide the required
services.
Background:
Section 3.9 of Amended and Restated Tres Hermanos Conservation Authority Joint
Powers Agreement (JPA) provides for the Board to appoint an independent legal counsel
within six months of reestablishment of the JPA (February 2019), It further provides that
Tres Hermanos Conservation Authority
General Legal Counsel Agreement
July 17, 2019
Page 2
the independent legal counsel shall not provide or be providing any other legal services
to any Member of the Authority without the express written approval by the Board.
Also as provided for in JPA Section 3,9, Diamond Bar City Attorney David DeBerry has
been serving as the initial general counsel since February 2019. Once the Board
approves the Agreement and it is executed by both parties, ELG would assume general
counsel responsibilities.
Discussion:
Following an initial round of research into effective law firms uniquely suited to represent
the Authority, five qualified firms were invited to submit resumes, The Board chose to
narrow the search to the top three firms, which were subsequently interviewed and where
the Board unanimously selected the firm ELG and Tracy Egoscue as the top choice,
Tracy Egoscue is the founder of ELG. She has been practicing law in California for 22
years and has provided outside legal counsel to municipalities, public agencies and water
agencies, Ms. Egoscue has also served as a Deputy Attorney General for the California
Department of Justice with a focus on the defense for various state agencies including
the Department of Parks and Recreation, Fish and Wildlife, Air Resources Board,
Regional Water Quality Control Board and Water Resources Board.
The proposed Agreement (Attachment A) was reviewed by Authority General Counsel
David DeBerry and contains all the relevant clauses and protections to ensure the
Authority is effectively served. Litigation services are not included within the scope of
work. The Board would have the ability to consider a separate proposal from ELG, or any
other legal firm, should there be a need for future litigation services.
ELG currently serves as outside counsel to the City of Industry on environmental matters
related to the City's Fellows Camp property. Pursuant to JPA Section 3.9, the Board must
provide express written approval for ELG to provide independent legal counsel to the
Authority and the identified legal services to the City of Industry (Attachment B).
With the search, interview and contract negotiation processes complete, and a qualified
law firm/attorney identified, it is recommended that the Board approve the attached
General Counsel Agreement with ELG/Tracy Egoscue and the waiver letter.
Tres Hermanos Conservation Authority
General Legal Counsel Agreement
July 17, 2019
Page 3
Respectfully subiuitled,
Daniel Fox
Deputy Executive Director
Attachments:
Reviewed by,
Troy ellin
Execu ive Director
A —Agreement for General Counsel; ELG
B — Conflict of Interest Waiver
ATTACHMENT A
AGREEMENT FOR GENERAL COUNSEL; ELG
AGREEMENT FOR GENERAL COUNSEL SERVICES
THIS AGREEMENT (the "Agreement") is made and entered into as of this 17th day of
July, 2019, by and between the TRES HERMANOS CONSERVATION AUTHORITY (herein
after "Authority"), a Joint Powers Authority, and the law firm of EGOSCUE LAW GROUP, INC.
(herein after "ELG"), a Professional Corporation.
ittxy�rr��
A. The Board of Directors, as the governing body of the Tres Hermans Conservation
Authority, pursuant to the provisions under the Joint Powers Act, desires to contract with ELG to
provide attorney services for the Authority and to provide legal services required to be performed
as General Counsel to the Authority.
B. The Board of Directors desires, pursuant to Section 3.9 of the Amended and Restated Tres
Hermans Conservation Authority Joint Powers Agreement ("JPA"), to appoint Tracy Egoscue, a
Principal with ELG, to serve as General Counsel to the Authority.
C. ELG desires to provide the foregoing services and to perform legal services as necessary
for the proper function of the office of General Counsel for the Authority.
D. Authority and ELG wish to provide for the terms and conditions of retaining ELG to
provide legal services as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows;
I. Retention of ELG. Authority hereby retains ELG to provide all legal services required
for General Counsel representation for the Board of Directors and the Authority. In this regard,
Tracy Egoscue is designated at General Counsel for the Authority.
2. Seope of Duties. Authority retains ELG to provide legal services required in connection
with the Authority's operations as a Joint Powers Authority pursuant to Government Code Section
6250 et. seq, The legal services to be performed shall include those generally understood to be
within the field of municipal law. ELG shall provide those legal services reasonably required to
advise and represent the Authority and shall take all reasonable steps to keep Authority informed
of the progress of the representation and to respond in a timely manner to the inquires of the
Authority regarding pending matters. The Board of Directors may, in its discretion, assign legal
services to attorneys other than ELG. It is understood that the legal services to be performed and
the functions of the General Counsel shall include, but are not limited to, the following;
1424160.1
2.1 Represent and advise the Board of Directors and all Authority officers in matters
of law pertaining to their office, Give advice or opinion on the legality of all matters
under consideration by the Board of Directors or by any of the officers of the
Authority;
2.2 Attend all meetings of the Board of Directors and attend all other meeting when so
requested by the Executive Director;
2.3 Assist in the preparation and review of meeting agendas, staff reports, resolutions,
contracts, deeds, leases and other legal documents;
2.4 Upon request, prepare legal opinions for the Board of Directors and officers of the
Authority;
2.5 Oversee services provided by other legal specialist retained by the Authority for
specialized legal issues, as deemed appropriated by the Board of Directors;
16 Coordinate legal activities with Member Agencies and other outside agencies; and
2.7 Perform such other legal duties as may be required by the Authority in the
performance of the functions as determined by the Board of Directors.
3. Independent Contractor. ELG and any attorneys or other persons employed by ELG,
shall at all times be considered an independent contractor and not an employee of the Authority
and not entitled to any benefits of the Authority. Except to the extent provided herein, the
Authority and its officers shall not have any control over the conduct of ELG.
4. Fees, Costs and Expenses.
4.1 Authority agrees to pay ELG at the rates set forth in Exhibit "A", which is attached
hereto and incorporated herein by reference.
4.2 Authority agrees to pay out-of-pocket costs and expenses associated with ELG's
work pursuant to Exhibit "A".
5. Statements/Task-Billing. ELG shall prepare and present to the Authority detailed
monthly statements for professional and other services rendered to the Authority for the month
preceding, indicating each task performed by ELG in a form that is reasonably acceptable to the
Authority. Authority shall pay the statements within 30 days of approval of the same. ELG shall
update Authority, upon request, regarding the status of ELG's billings and respond to any inquiries
by Authority to substantiate the monthly statements.
6. Insurance and Indemnification.
6.1 ELG shall carry Professional Liability/Errors and Omissions and Automotive
Liability insurances in an amount not less than $1 million per occurrence and $1
million in aggregate. The Authority shall be named as a certificate holder and an
additional 'insured on the Automotive Liability policy. All insurance coverage shall
be provided by an insurance company with a rating of A-, VII or greater in the latest
edition of Best's Insurance guide and authorized to do business in the State of
1424160.1 2
California. Such policies shall not be canceled or materially changed absent 30
days' prior written notice to the Authority. With respect to Professional
Liability/Errors and Omissions insurance, ELG agrees to maintain such insurance
for at least three years after termination of this Agreement as long as such insurance
is reasonably available on the market.
6.2 ELG agrees to indemnify, defend and hold harmless, the Authority, its Board of
Directors, officers, agents and employees from and against any claim, demands,
damages, injury or judgement which arises out of the negligent performance or
willful misconduct of ELG in performing under this Agreement.
7. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement
or the breech, termination, enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of the agreement to arbitrate, shall be determined by
binding arbitration in the County of Los Angeles, before one arbitrator. In the event the parties
are unable to agree upon an arbitrator, an arbitrator shall be selected through the rules of the
American Arbitration Association. The Arbitrator shall have the authority to set procedures and
discovery in the arbitration. In any such matter, the prevailing party shall be entitled to recover its
reasonable costs and attorney's fees. Judgement on the arbitrator's remedial power shall be the
same as the remedial power a court would have over the dispute, This clause shall not preclude
the parties from seeking provisional remedies in aid of arbitration from a court of appropriate
jurisdiction. The parties shall be jointly responsible for the arbitration fees and the arbitrator's
compensation and expenses. The arbitrator shall award costs to the prevailing party which shall
include reasonable attorney's fees and any other costs not jointly agreed to be shared between the
parties. In the event one party has paid more than its share of the arbitration fees and expenses,
the arbitrator may award fees and expenses to such party. This section shall survive the expiration
of this Agreement.
8. Term and Termination. The term of this Agreement shall commence on July 18, 2019
and shall continue until terminated by either party. ELG shall serve under the terms of this
Agreement at the pleasure of the Authority by a majority vote of the Board of Directors as provided
in Section 6 of the .IPA. The Authority hereby reserves the right to terminate this Agreement for
its convenience upon 10 days written notice to ELG or immediately for any breach of this
Agreement or to require substitute attorney personnel, When ELG's services are terminated, all
unpaid charges shall be due and payable to ELG for work actually performed up to the time of
termination and for any other work it completes at the direction of the Authority. ELG may
terminate this Agreement with or without cause upon 90 -day written notice to the Authority.
9. Notice. Any notices required by this Agreement shall be given by personal service or by
delivery of such notice by first-class mail, postage prepaid, addressed to each party at the addresses
listed below. The addresses below may be changed upon thirty (30) day written notice to each
party.
1424160.1 3
To Authority: To ELG:
Tres Hermanos Conservation Authority Egoscue Law Group, Inc.
c/o City of Industry 3834 Pine Avenue
15652 East Stafford Street Long Beach, CA 90807
Industry, CA 91744 Attn: Tracy Egoscue, Esq.
Attn: Executive Director
10. Non -Discrimination. ELG shall not discriminate against any employee, applicant,
vendor, contractor, Board of Directors, officers or any other agent of the Authority because of race,
religion, color, sex, sexual orientation, disability or national origin.
11. Conflicts of Interest. ELG represents that it presently has no interest and shall not acquire
any interest, director or indirect, in any legal representation which is in conflict with the legal
services to be provided to the Authority under this Agreement. ELG represents that no Authority
Board of Director or officer other than members of ELG has a material financial interest in ELG.
During the terra of this Agreement and/or as a result of being awarded this contract, ELG shall not
offer, encourage or accept any financial interest financial interest in ELG's business from any
Authority Board of Director or officer.
12. Files. All legal files of ELG pertaining to the Authority shall be and remain the property
of the Authority. ELG shall control the physical location of such legal files in a secure and
accessible location during the terin of this Agreement and be entitled to retain copies of such files,
at ELG's expense, upon termination of this Agreement.
13. Modifications to the A14reement. Unless otherwise provided for in this Agreement,
modifications relating to the nature, extent and duration of ELG's professional services to be
rendered hereunder or the compensation to be paid to ELG hereunder, shall require the written
approval of the Authority Board of Directors. Any such written approval shall be deemed to be a
supplement to this Agreement and shall specify any changes in the Scope of Services and the
agreed upon billing rate to be charged by ELG and paid by the Authority.
14. Assignment and Delegation. This Agreement contemplates the personal professional
services of ELG and it shall not be assigned or delegated without the prior written consent of the
Authority. ELG shall supervise delegated work, except where precluded from doing so by virtue
of a conflict of interest and where otherwise agreed to by the parties hereto.
15. LeLyal Construction.
15.1 This Agreement is made and entered into in the State of CaliforDia and shall, in all
respects, be interpreted, enforced and governed under the laws of the State of
California.
1424160.1 4
15.2 This Agreement shall be construed without regard to the identity of the persons who
drafted its various provisions. Each and every provision of this Agreement shall be
construed as though each of the parties participated equally in the drafting of the
same, and any rule of construction that a document is to be construed against the
drafting party shall not be applicable to this Agreement.
15.3 The article and section, captions and headings herein have been inserted for
convenience only, and shall not be considered or referred to in resolving questions
of interpretation or construction.
15.4 Whenever in this Agreement the context may so require, the masculine gender shall
be deemed to refer to and include the feminine and neuter, and the singular shall
refer to and include the plural.
16. Entire Agreement. This Agreement contains the entire agreement and understanding of
the parties with respect to the subject matter hereof, and contains all covenants and agreements
between the parties with respect to such matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above and represents that they are authorized to braid their respective parties.
TRES HERMANOS CONSERVATION AUTHORITY
Cory Moss
Chair
EGOSCUE LAW GROUP, INC.
Tracy J. Egoscue, Esq.
President
ATTEST;
Julie Gutierrez -Robles
Authority Secretary
Tres Hermanos Conservation Authority
1424160,1 5
EXHIBIT A
Fee Proposal
1424160,1
h:gnscue Lew l)rnnrp, Inc.
Rate Sheet Subndtted ;for Tres Hermanos Proposal
t ttorne Fees, Hourly Rates
Tracy J, Rgoscue............................................................... . . $350
TarrenA. Torres.................................................................. $250
Support Staff, Hourly Rates
Paralegal ................................................................ .......... { 150
Office costs may be billed separately. There are certain costs and expenses (in addition to the fees
for our legal services) that the Author1q, Nvill be obligated to pay, if incurred, such as sheriffs',
marshals' or process servers' fees, filing fees and other court costs, court reporter fees, jury fees,
messenger charges, telecopier charges, computerized search fees, word processing charges, printing
and photocopying costs, travel costs, transcript fees, parking charges, recording fees, telephone toll
charges, fees for experts and other consultants retained on the Authority's behalf, attd other similar
costs and expenses. ELG will consult with die Authority prior to incurring costs that individually
exceed $500.
ENmcue Lm* Got,up
I:rbLVNf1.�'17N � nww,e�ueca�hw.eum
ATTACHMENT B
CONFLICT OF INTEREST WAIVER LETTER; ELG
Egoscue Law Group, Inc.
July 17, 2019
Board of Directors
Tres Hermanos Conservation Authority
c/o Troy Helling
Executive Director
thellingCl, cityofindustj:�,
c/o Dan Fox
Deputy Executive Director
DFo x@DiamondBarCA. Gov
Re; Approval of Egoscue Law Group, Inc. to Service as General Counsel for the Tres
Hermanos Conservation Authority and Waiver of Potential Conflicts of Interest
Background Pacts
The Ties Hermanos Conservation Authority (tluthority) was created by a Joint Powers Agreement
between the Cities of Industry, Chino Hills, and Diamond Bar to coordinate the overall
conservation, use and potential improvement of the'lres Hermanos Ranch through collaboration by
its members. The Authority has selected Egoscue Lav Group, Inc. (ELG) for appointment as
independent General Counsel for the AuthoriI:y, ELG President, Tracy J. Egoscue will be primarily
responsible for ELG's role as independent General Counsel as described in the Amended and
Restated Ties Hermanos Conservation Authority Joint Powers Agreement effective February 6,
2019 (JPA) section 3.9.
RLG also currently serves as outside counsel for the City of Industry on environmental matters
related to the City's Follows Camp property. None of the matters in which ]:LG is currently
providing legal services to the City of Industry is related to or anticipated to be related to the legal
services that ELG is expected to provide to the Authority.
JPA section 3.9 states, "independent legal counsel shall not provide or be providing any other legal
services to any Member without the express written approval by the Board."
Therefore, and pursuant to JPA section 3.9, this letter and the contents below serve as express
written approval by the Authority Board of Directors for ELG to serve as the Authority's
independent general counsel in addition to the above -identified legal services provided to the City of
Industry. ELG agrees that other than those legal services approved herein, ELG shall not provide
any additional legal services to the Cities of Industry, Chino Hills and Diamond Bar without the
express written approval of the Authority Board of Directors.
Page 1 of 3
Egoscue Law Group, Inc.
Conflict of Interest Disclosures
As you know, a lawyer's concurrent representation of multiple clients in the same
matter or related matters raises the possibility or potential for conflicts of interest as defined in
Rule 1.7 of the California Rules of Professional Conduct, and although there are no known
current conflicts of interest between the City of Industry and the Authority, it is always possible
that a future conflict of interest could arise between these two entities. I am therefore required
to provide you with written disclosure of the possibility of the conflicts and obtain your written
consent before undertaking representation, in addition to obtaining the written authorization
required by JPA section 3.9.
At the present time, I am not aware of any facts or circumstances making it reasonably
likely that an actual conflict of interest might arise in this matter. Likewise, you have not
brought to my attention any factual disagreements between the City of Industry and the
Authority, or other circumstances that either agency believes might suggest the existence of
any actually divergent interests, disagreements, or conflicts among them. Nevertheless, the
risk is always present that presently unforeseen conflicts of interest could potentially arise in
the future based on new issues that could arise or unanticipated developments in the pending
matters.
You should consider the potential conflict of interest issues that can arise from the
attorney's duties of loyalty and confidentiality in a joint representation. The duty of loyalty
requires lawyers to act in each of their client's best interests. ELG cannot give legal advice to
one of you that might be detrimental or harmful to another, as that would result in divided
loyalty. Nor will ELG be able to represent one client against the other in a disagreement while
ELG concurrently represents the multiple clients. A potential conflict of interest could also arise
if ELG were to be called upon to give legal advice to one client that could have an adverse
impact on the other, Consequently, by signing this agreement, the Board of the Authority
agrees that ELG will not be called upon or requested to represent or advise either agency
against the other.
The duty of confidentiality requires lawyers to protect the client's privileged and
confidential information. Here, since ELG is not representing the City of Industry and the
Authority in the same or any current related matters, by signing this agreement, the Board of
the Authority expressly agrees and consents to the maintenance of strict confidentiality
between itself and ELG, and also agrees to forgo any request or demand that privileged or
Page 2 of 3
Egoscue Law Group, Inc.
confidential information communicated between ELG by one client (the City of Industry or the
Authority), be shared with, produced to or communicated to the other client.
Cory Moss
Chair
Ties Heimanos Conservation
Authority
Tracy J. Egoscue, Esquire
President
Egoscue Law Group, Inc.
Page 3 of 3
TRES HERMA NOS CONSERVATION AUTHORITY
ITEM NO. 5.2
TRES HERMANOS CONSERVATION AUTHORITY AGENDA NO. 5.2
STAFF REPORT
Date: July 17, 2019
To: Chair and Board of Directors
From: Troy Helling, Executive Director -10
Subject: Review and Action — Budget for Fiscal Years 2018-19 and 2019-20
Recommendation:
That the Authority, following review and discussion, adopt a two-year budget for
Fiscal Years 2018-19 and 2019-20.
Background/Analysis:
Per the Amended and Restated Tres Hermanos Conservation Authority Joint Powers
Agreement Section 5.1 Annual Budget, the Board shall adopt an annual budget. The
proposed budget for Fiscal Year (FY) 2018-19 is $183,672 with no additional contribution
needed. The proposed budget for FY 2019-20 is $185,293 with an additional contribution
of $20,109 needed from the City of Chino Hills and an additional contribution of $37,869
needed from the City of Industry. The proposed ending fund balance for each city will
then be zero. Attached to the staff report is a consolidated proposed budget for each
fiscal year. The budget will be reviewed regularly and any adjustments will be brought
back to the Board for approval.
Respectfully submitted,
Christina Muhagiar
Treasurer/Auditor
Attachments
Reviewed by,
Troy Hel ' _g,_
--Executive Director
TRES HERMANOS CONSERVATION AUTHORITY
OPERATING BUDGET
FISCAL YEAR 2018/19 & 2019/20
EXPENDITURES
Professional Services $
Proposed
Proposed
Legal Services
Budget for FY
Budget for FY
Legal Services - Extraordinary
18/19
19/20
ESTIMATED BEGINNING FUND BALANCE
$ 90,408
$ 119,815
REVENUES
46,700
30,786
Membership Contribution
209,592
57,978
Rental Income
2,850
7,500
Interest Income
36
-
Reimbursements
601
-
TOTAL REVENUES
$ 213,079
$ 65,478
EXPENDITURES
Professional Services $
19,527
$ 19,593
Legal Services
6,900
20,001
Legal Services - Extraordinary
80,400
40,000
Contractual Services
26,136
64,203
Security Services
46,700
30,786
Office Supplies & Software
282
870
Utilities
3,727
9,840
TOTAL EXPENDITURES $
183,672
$ 185,293
PROJECTED ENDING FUND BALANCE $
119,815
$ -
ESTIMATED BEGINNING FUND BALANCE
REVENUES
Membership Contribution
Rental Income
Interest Income
Reimbursements
TOTAL REVENUES
EXPENDITURES
Professional Services
Legal Services
Legal Services - Extraordinary
Contractual Services
Security Services
Office Supplies & Software
Utilities
TOTAL EXPENDITURES
PROJECTED ENDING FUND BALANCE
TRES HERMANOS CONSERVATION AUTHORITY
OPERATING BUDGET
FISCAL YEAR 2018-19 & 2019-20
Proposed
Budget
for FY 18119
Proposed
Budget
for FY 19120
Proposed
Proposed
Budget for FY
Budget for FY
18119
Chino Hills
Diamond Bar
Indust
19120
Chino Hills
Diamond Bar
Industry
$
90,408
$
45,204
$
45,204
-
$
119,815
38,772
54,231
26,812
209,592
54,796
54,796
100,000
57,978
20,109
-
37,869
2,850
1,425
-
1,425
7,500
3,750
-
3,750
36
12
12
12
-
-
_
_
601
-
-
601
-
-
_
_
$
213,079
$
56,233
$
54,808
$ 102,038
$
65,478
$
23,859
$
-
$ 41,619
$
19,527
$
6,509
$
6,509
$ 6,509
$
19,593
$
6,531
$
6,531
$ 6,531
6,900
2,300
2,300
2,300
20,001
6,667
6,667
6,667
80,400
28,542
11,658
40,200
40,000
14,200
5,800
20,000
26,136
8,712
8,712
8,712
64,203
21,401
21,401
21,401
46,700
15,371
15,371
15,958
30,786
10,262
10,262
10,262
282
94
94
94
870
290
290
290
3,727
1,137
1,137
1,453
9,840
3,280
3,280
3,280
$
183,672
$
62,665
$
45,781
$ 75,226
$
185,293
$
62,631
$
54,231
$ 68,431
$
119,815
$
38,772
$
54,231
$ 26,812
$
-
$
-
$
-
$ -
TRES HERMA NOS CONSERVATION AUTHORITY
ITEM NO. 5.3
TRES HERMANOS CONSERVATION AUTHORITY AGENDA NO. 5.3
STAFF REPORT
Date: July 17, 2019
To: Chair and Board of Directors
From: Troy Helling, Executive Director%lf
Subject: Consideration of Amendment No. 1 to the Maintenance Services
Agreement with the San Gabriel Valley Conservation Corps,
increasing compensation under the original amount by $75,120 from
$14,880 to $90,000
Recommendation:
It is recommended that the Authority authorize the execution of Amendment No. 1 with
San Gabriel Valley Conservation Corps increasing the total not -to -exceed amount from
$14,880 to $90,000.
Backaround/Discussion:
The San Gabriel Valley Conservation Corps ("SGVCC") approached the Authority about
providing landscape and maintenance services at Tres Hermanos. The SGVCC is a
non-profit corporation that develops and transforms disadvantaged youth in the San
Gabriel Valley by providing academic, vocational, leadership development and
employment in the local community. Currently, thirty-one cities in the San Gabriel Valley
employ the SGVCC members for projects. SGVCC members gain hands-on work
experience by participating in work crews of approximately 5-10 corps members to
perform projects on an as -need, as -requested basis.
On July 3, 2019, the Executive Director approved a Maintenance Services Agreement
in the amount of $14,880 with the SGVCC to provide weed clearing as requested at
Tres Hermanos so that they could get started with weed clearing in the critical areas up
against homes within Diamond Bar in a stretch of the property that is not accessible by
the cows and that is physically located within Chino Hills.
THCA staff is requesting that the Board consider approving Amendment No. 1 to the
Maintenance Services Agreement to allow them to continue further along the westerly
property line to the south where the homes in Diamond Bar again get close to the
westerly property line. This amendment will also provide a budget for the remainder of
the three year term of the agreement. Due to the rainfall this year, a larger effort may be
required this year and it's yet to be seen how much we will need next year but we can
revisit this contract next March or April after the rainy season to see if this budget will
suffice. Please note that the current need is the westerly property line south of Grand
Avenue in the Chino Hills/San Bernardino portion of the property that has to be done by
hand. The portions north of Grand Avenue have been cleared by the County of Los
Angeles Department of Agriculture Comm issioner/Weights and Measures using large
mowers at a cost of $16,237.
Table 1 - Summary of Maintenance Costs
Maintenance Services Agreement with San Gabriel
Valley Conservation Corps
$14,880
Amendment No. 1 to the Maintenance Services Agreement
$75,120
Total:
$90,000
Fiscal Impact:
There is sufficient funding in the Tres Hermanos budget to cover the Fiscal Year 2019-20
cost of the San Gabriel Valley Conservation Corps contract. Future contract costs will
be budgeted for in the appropriate fiscal year.
Exhibit:
A. Amendment No. 1 to the Maintenance Services Agreement with San Gabriel Valley
Conservation Corps dated July 17, 2019
TH:jv
Amendment No. 1 to the Maintenance Services Agreement with San Gabriel
Valley Conservation Corps dated July 17, 2019
[Attached]
AMENDMENT NO. 1
TO AGREEMENT FOR MAINTENANCE SERVICES WITH SAN GABRIEL VALLEY
CONSERVATION CORPS
This Amendment No. 1 to the Agreement for Maintenance Services ("Amendment No. 1 "),
is made and entered into this 17th day of July 2019 ("Effective Date"), by and between the Tres
Hermanos Conservation Authority, a joint powers authority ("THCA") and San Gabriel Valley
Conservation Corps ("Contractor"). THCA and Contractor are hereinafter collectively referred to
as the "Parties."
RECITALS
WHEREAS, on or about July 3, 2019, the THCA and Contractor entered into that certain
Agreement for Maintenance Services ("Agreement") for weed clearing services as requested at
Tres Hermanos; and
WHEREAS, for the reasons set forth herein, the THCA and Contractor desire to enter into
this Amendment No. 1 to amend the Agreement as set forth below.
AMENDMENT
NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements set forth herein, it is agreed the aforesaid Agreement is incorporated herein by
reference and shall remain in full force and effect except as otherwise hereinafter provided:
1. Defined Terms. Except as otherwise defined herein, all capitalized terms used
herein shall have the meanings set forth for such terms in the Agreement.
3. Compensation. The total not to exceed compensation set forth in Section 3 of the
Agreement was the sum of Fourteen Thousand Eight Hundred Eighty Eight Dollars ($14,880)
Section 3 of the Agreement is hereby amended to provide for an increase of Seventy -Five
Thousand One Hundred Twenty Dollars $75,120), so that the total not to exceed compensation,
as amended by this Amendment No. 1 shall not exceed Ninety Thousand Dollars ($90,000)
5. Integration. This Amendment No. 1 and all attachments hereto (if any) integrate
all of the terms and conditions mentioned herein, and supersede all negotiations with respect
hereto. This Amendment No. 1 amends, as set forth herein, the Agreement and except as
specifically amended hereby, the Original Agreement shall remain in full force and effect. To the
extent that there is any conflict or inconsistency between the terms and provisions of this
Amendment No. 1 and the terms and provisions of the Agreement, the terms and provisions of this
First Amendment shall control.
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to the
Agreement as of the Effective Date.
"THCA"
TRES HERMANOS CONSERVATION
AUTHORITY
I:
Troy Helling, Executive Director
Attest:
By:
Julie Gutierrez -Robles, Board Secretary
APPROVED AS TO FORM
By:
David Deberry, General Counsel
1424589.1
"CONTRACTOR"
SAN GABRIEL VALLEY
CONSERVATION CORPS
By:
Danny Oaxaca, Executive Director
EXHIBIT A TO AMENDMENT NO. 1
AGREEMENT FOR MAINTENANCE SERVICES WITH SAN GABRIEL VALLEY
CONSERVATION CORPS (DATED JULY 3, 2019)
1424589.1
MAINTENANCE SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of July 3, 2019 by and between the
Tres Hermanos Conservation Authority, a joint powers agency ("THCA"), and San Gabriel
Valley Conservation and Services Corps, a California domestic nonprofit corporation
("Contractor").
1. Contractor's Services.
Subject to the terms and conditions set forth in this Agreement Contractor shall provide
to the reasonable satisfaction of the THCA the weed clearing as requested at Tres Hermanos
services set forth in the attached Exhibit "A", which is incorporated herein by this reference.
As a material inducement to the THCA to enter into this Agreement, Contractor represents and
warrants that it has thoroughly investigated the work and fully understands the difficulties and
restrictions in performing the work. Contractor represents that it is fully qualified to perform
such consulting services by virtue of its experience and the training, education and expertise of
its principals and employees.
Troy Helling, Executive Director (herein referred to as the "THCA's Project Manager"),
shall be the person to whom the Contractor will report for the performance of services
hereunder. It is understood that Contractor shall coordinate its services hereunder with the
THCA's Project Manager to the extent required by the THCA's Project Manager, and that all
performances required hereunder by Contractor shall be performed to the satisfaction of the
THCA's Project Manager and the THCA Manager
2. Term of Agreement.
This Agreement shall take effect July 3, 2019, and shall continue until
("June 30, 2022"), unless earlier terminated pursuant to the provisions herein.
The THCA shall have the option to extend this Agreement for two (2) additional two (2)
year terms, subject to the same terms and conditions contained herein, by giving Contractor
written notice of the exercise of this option at least thirty (30) days prior to the expiration of the
initial Term. In the event the THCA exercises its option to extend the Term, Contractor's
compensation shall be subject to an adjustment upon the effective date of extension as
follows:
Any increase in compensation will be negotiated between the THCA and the Contractor,
but in no event shall the increase exceed the amount that the Consumer Price Index
("CPI") for the Los Angeles -Anaheim -Riverside metropolitan area for the month
immediately preceding the Adjustment Date (the "Index Month") as reported by the
Bureau of Labor Statistics of the United States Department of Labor, has increased over
the CPI for the month one year prior to the Index Month. Any exercise of an option to
extend the Term and/or increase in compensation, negotiated or based upon CPI, shall
be subject to approval of the THCA Board.
1422255.1
3. Compensation.
THCA agrees to compensate Contractor for each service which Contractor performs to
the satisfaction of THCA in compliance with the scope of services set forth in Exhibit "A".
Payment will be made only after submission of proper invoices in the form specified by THCA.
Total payment to Contractor pursuant to this Agreement shall not exceed Fourteen Thousand
Eight Hundred Eighty dollars ($14,880.00) without the prior written consent of the THCA. The
above not to exceed amount shall include all costs, including, but not limited to, all clerical,
administrative, overhead, telephone, travel and all related expenses.
4. Payment.
A. As scheduled services are completed, Contractor shall submit to THCA an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
B. All such invoices shall state the basis for the amount invoiced, including services
completed, the number of hours spent and any extra work performed.
C. THCA will pay Contractor the amount invoiced the THCA will pay Contractor the
amount properly invoiced within 35 days of receipt.
D. Payment shall constitute payment in full for all services, authorized costs and
authorized extra work covered by that invoice.
5. Change Orders.
No payment for extra services caused by a change in the scope or complexity of work,
or for any other reason, shall be made unless and until such extra services and a price
therefore have been previously authorized in writing and approved by the THCA Manager or
his designee as an amendment to this Agreement. The amendment shall set forth the
changes of work, extension of time, if any, and adjustment of the fee to be paid by THCA to
Contractor.
6. Priority of Documents.
In the event of any inconsistency between the provisions of this Agreement and any
attached exhibits, the provisions of this Agreement shall control.
7. Status as Independent Contractor.
A. Contractor is, and shall at all times remain as to THCA, a wholly independent
contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of
THCA or otherwise act on behalf of THCA as an agent, except as specifically provided herein.
Neither THCA nor any of its agents shall have control over the conduct of Contractor or any of
Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any
time, or in any manner, represent that it or any of its agents or employees are in any manner
employees of THCA.
1422255.1
B. Contractor agrees to pay all required taxes on amounts paid to Contractor under
this Agreement, and to indemnify and hold THCA harmless from any and all taxes,
assessments, penalties, and interest asserted against THCA by reason of the independent
contractor relationship created by this Agreement. In the event that THCA is audited by any
Federal or State agency regarding the independent contractor status of Contractor and the
audit in any way fails to sustain the validity of a wholly independent contractor relationship
between THCA and Contractor, then Contractor agrees to reimburse THCA for all costs,
including accounting and attorney's fees, arising out of such audit and any appeals relating
thereto.
C. Contractor shall fully comply with Workers' Compensation laws regarding
Contractor and Contractor's employees. Contractor further agrees to indemnify and hold
THCA harmless from any failure of Contractor to comply with applicable Worker's
Compensation laws.
D. Contractor shall, at Contractor's sole cost and expense fully secure and comply
with all federal, state and local governmental permit or licensing requirements, including but
not limited to the THCA of Diamond Bar, South Coast Air Quality Management District, and
California Air Resources Board.
E. In addition to any other remedies it may have, THCA shall have the right to offset
against the amount of any fees due to Contractor under this Agreement any amount due to
THCA from Contractor as a result of Contractor's failure to promptly pay to THCA any
reimbursement or indemnification required by this Agreement or for any amount or penalty
levied against the THCA for Contractor's failure to comply with this Section.
8. Standard of Performance.
Contractor shall perform all work at the standard of care and skill ordinarily exercised by
members of the profession under similar conditions and represents that it and any
subcontractors it may engage, possess any and all licenses which are required to perform the
work contemplated by this Agreement and shall maintain all appropriate licenses during the
performance of the work.
9. Indemnification.
Contractor shall indemnify, defend with counsel approved by THCA, and hold harmless
THCA, its officers, officials, employees and volunteers ("Indemnitees") from and against all
liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees,
expert fees and all other costs and fees of litigation) of every nature arising out of or in
connection with:
(1) Any and all claims under Worker's Compensation acts and other employee
benefit acts with respect to Contractor's employees or Contractor's contractor's
employees arising out of Contractor's work under this Agreement; and
(2) Any and all claims arising out of Contractor's performance of work hereunder
or its failure to comply with any of its obligations contained in this Agreement,
regardless of THCA's passive negligence, but excepting such loss or damage which is
caused by the sole active negligence or willful misconduct of the THCA. Should THCA
1422255.1
in its sole discretion find Contractor's legal counsel unacceptable, then Contractor shall
reimburse the THCA its costs of defense, including without limitation reasonable
attorneys' fees, expert fees and all other costs and fees of litigation. The Contractor
shall promptly pay any final judgment rendered against the Indemnitees. It is expressly
understood and agreed that the foregoing provisions are intended to be as broad and
inclusive as is permitted by the law of the State of California and will survive termination
of this Agreement. Except for the Indemnitees, this Agreement shall not be construed
to extend to any third party indemnification rights of any kind.
10. Insurance.
A. Contractor shall at all times during the term of this Agreement carry, maintain,
and keep in full force and effect, with an insurance company authorized to do business in the
State of California and approved by the THCA the following insurance:
(1) a policy or policies of broad -form comprehensive general liability insurance
written on an occurrence basis with minimum limits of $1,000,000.00 combined single
limit coverage against any injury, death, loss or damage as a result of wrongful or
negligent acts by Contractor, its officers, employees, agents, and independent
contractors in performance of services under this Agreement;
(2) property damage insurance with a minimum limit of $500,000.00 per
occurrence;
(3) automotive liability insurance written on an occurrence basis covering all
owned, non -owned and hired automobiles, with minimum combined single limits
coverage of $1,000,000.00; and
(4) Worker's Compensation insurance when required by law, with a minimum
limit of $500,000.00 or the amount required by law, whichever is greater.
B. The THCA, its officers, employees, agents, and volunteers shall be named as
additional insureds on the policies as to comprehensive general liability, property damage, and
automotive liability. The policies as to comprehensive general liability, property damage, and
automobile liability shall provide that they are primary, and that any insurance maintained by
the THCA shall be excess insurance only.
C. All insurance policies shall provide that the insurance coverage shall not be non -
renewed, canceled, reduced, or otherwise modified (except through the addition of additional
insureds to the policy) by the insurance carrier without the insurance carrier giving THCA at
least ten (10) day's prior written notice thereof. Contractor agrees that it will not cancel, reduce
or otherwise modify the insurance coverage and in the event of any of the same by the insurer
to immediately notify the THCA.
D. All policies of insurance shall cover the obligations of Contractor pursuant to the
terms of this Agreement and shall be issued by an insurance company which is authorized to
do business in the State of California or which is approved in writing by the THCA; and shall be
placed have a current A.M. Best's rating of no less than A-, VII.
1,122255.1
E. Contractor shall submit to THCA (1) insurance certificates indicating compliance
with the minimum insurance requirements above, and (2) insurance policy endorsements or a
copy of the insurance policy evidencing the additional insured requirements in this Agreement,
in a form acceptable to the THCA.
F. Self -Insured Retention/Deductibles. All policies required by this Agreement shall
allow THCA, as additional insured, to satisfy the self-insured retention ("SIR") and/or
deductible of the policy in lieu of the Contractor (as the named insured) should Contractor fail
to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be
subject to the approval of the THCA. Contractor understands and agrees that satisfaction of
this requirement is an express condition precedent to the effectiveness of this Agreement.
Failure by Contractor as primary insured to pay its SIR or deductible constitutes a material
breach of this Agreement. Should THCA pay the SIR or deductible on Contractor's due to
such failure in order to secure defense and indemnification as an additional insured under the
policy, THCA may include such amounts as damages in any action against Contractor for
breach of this Agreement in addition to any other damages incurred by THCA due to the
breach.
G. Subrogation. With respect to any Workers' Compensation Insurance or
Employer's Liability Insurance, the insurer shall waive all rights of subrogation and contribution
it may have against the Indemnitees.
H. Failure to Maintain Insurance. If Contractor fails to keep the insurance required
under this Agreement in full force and effect, THCA may take out the necessary insurance and
any premiums paid, plus 10% administrative overhead, shall be paid by Contractor, which
amounts may be deducted from any payments due Contractor.
I. Contractor shall include all subcontractors, if any, as insureds under its policies
or shall furnish separate certificates and endorsements for each subcontractor to the THCA for
review and approval. All insurance for subcontractors shall be subject to all of the
requirements stated herein.
11. Confidentiality.
Contractor in the course of its duties may have access to confidential data of THCA,
private individuals, or employees of the THCA. Contractor covenants that all data, documents,
discussion, or other information developed or received by Contractor or provided for
performance of this Agreement are deemed confidential and shall not be disclosed by
Contractor without written authorization by THCA. THCA shall grant such authorization if
disclosure is required by law. All THCA data shall be returned to THCA upon the termination
of this Agreement. Contractor's covenant under this section shall survive the termination of
this Agreement. Notwithstanding the foregoing, to the extent Contractor prepares reports of a
proprietary nature specifically for and in connection with certain projects, the THCA shall not,
except with Contractor's prior written consent, use the same for other unrelated projects.
12. Maintenance and Inspection of Records.
In accordance with generally accepted accounting principles, Contractor and its
subcontractors shall maintain reasonably full and complete books, documents, papers,
accounting records, and other information (collectively, the "records") pertaining to the costs of
1422255.1
and completion of services performed under this Agreement. The THCA and any of their
authorized representatives shall have access to and the right to audit and reproduce any of
Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion
of this Agreement. Contractor agrees to make available all such records for inspection or audit
at its offices during normal business hours and upon three (3) days' notice from the THCA, and
copies thereof shall be furnished if requested.
13. Conflict of Interest.
A. Contractor covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which may be affected by the services to be performed by
Contractor under this Agreement, or which would conflict in any manner with the performance
of its services hereunder. Contractor further covenants that, in performance of this Agreement,
no person having any such interest shall be employed by it. Furthermore, Contractor shall
avoid the appearance of having any interest which would conflict in any manner with the
performance of its services pursuant to this Agreement.
B. Contractor covenants not to give or receive any compensation, monetary or
otherwise, to or from the ultimate vendor(s) of hardware or software to THCA as a result of the
performance of this Agreement. Contractor's covenant under this section shall survive the
termination of this Agreement.
14. Termination.
The THCA may terminate this Agreement with or without cause upon thirty (30) days'
written notice to Contractor. The effective date of termination shall be upon the date specified
in the notice of termination, or, in the event no date is specified, upon the thirtieth (30th) day
following delivery of the notice. In the event of such termination, THCA agrees to pay
Contractor for services satisfactorily rendered prior to the effective date of termination.
Immediately upon receiving written notice of termination, Contractor shall discontinue
performing services, unless the notice provides otherwise, except those services reasonably
necessary to effectuate the termination. The THCA shall be not liable for any claim of lost
profits.
15. Personnel.
Contractor represents that it has, or will secure at its own expense, all personnel
required to perform the services under this Agreement. All of the services required under this
Agreement will be performed by Contractor or under it supervision, and all personnel engaged
in the work shall be qualified to perform such services. Contractor reserves the right to
determine the assignment of its own employees to the performance of Contractor's services
under this Agreement, but THCA reserves the right, for good cause, to require Contractor to
exclude any employee from performing services on THCA's premises.
16. Prevailing Wage.
Notice is hereby given that in accordance with the provisions of California Labor Code,
Division 2, Part 7, Chapter 1, Articles 1 and 2, the Contractor is required to pay not less than
the general prevailing rate of per diem wages for work of a similar character in the locality in
1 122255.1
which the public works is performed, and not less than the general prevailing rate of per diem
wages for holiday and overtime work. In that regard, the Director of the Department of
Industrial Relations of the State of California is required to and has determined such general
prevailing rates of per diem wages. Copies of such prevailing rates of per diem wages are on
file in the Office of the THCA Clerk of the THCA of Diamond Bar, 21810 Copley Drive,
Diamond Bar, California, and are available to any'interested party on request. THCA also shall
cause a copy of such determinations to be posted at the job site.
The Contractor shall forfeit, as penalty to THCA, not more than twenty-five dollars
($25.00) for each laborer, workman or mechanic employed for each calendar day or portion
thereof, if such laborer, workman or mechanic is paid less than the general prevailing rate of
wages hereinbefore stipulated for any work done under this Agreement, by him or by any
subcontractor under him.
The CONTRACTOR and any of its subcontractors must be registered with the
Department of Industrial Relations pursuant to Labor Code section 1725.5, which precludes
the award of a contract for a public work on any public works project awarded after April 1,
2015. This Agreement is subject to compliance monitoring and enforcement by the
Department of Industrial Relations.
17. Non -Discrimination and Equal Employment Opportunity.
A. Contractor shall not discriminate as to race, color, creed, religion, sex, marital
status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual
orientation, in the performance of its services and duties pursuant to this Agreement, and will
comply with all rules and regulations of THCA relating thereto. Such nondiscrimination shall
include but not be limited to the following: employment, upgrading, demotion, transfers,
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship.
B. Contractor will, in all solicitations or advertisements for employees placed by or
on behalf of Contractor state either that it is an equal opportunity employer or that all qualified
applicants will receive consideration for employment without regard to race, color, creed,
religion, sex, marital status, national origin, ancestry, age, physical or mental handicap,
medical condition, or sexual orientation.
C. Contractor will cause the foregoing provisions to be inserted in all subcontracts
for any work covered by this Agreement except contracts or subcontracts for standard
commercial supplies or raw materials.
18. Time Is of the Essence.
Time is of the essence in this Agreement. Contractor shall do all things necessary and
incidental to the prosecution of Contractor's work.
19 Delays and Extensions of Time.
Contractor's sole remedy for delays outside its control shall be an extension of time. No
matter what the cause of the delay, Contractor must document any delay and request an
extension of time in writing at the time of the delay to the satisfaction of THCA. Any extensions
1422255.1
in writing, why the delay has caused additional costs to be incurred and the exact amount of
such cost within 10 days of the time the delay occurs. No additional costs can be paid that
exceed the not to exceed amount absent a written amendment to this Agreement. In no event
shall the Contractor be entitled to any claim for lost profits due to any delay, whether caused
by the THCA or due to some other cause.
20. Assignment.
Contractor shall not assign or transfer any interest in this Agreement nor the
performance of any of Contractor's obligations hereunder, without the prior written consent of
THCA, and any attempt by Contractor to so assign this Agreement or any rights, duties, or
obligations arising hereunder shall be void and of no effect.
21. Compliance with Laws.
Contractor shall comply with all applicable laws, ordinances, codes and regulations of
the federal, state, and local governments.
22. Non -Waiver of Terms, Rights and Remedies.
Waiver by either party of any one or more of the conditions of performance under this
Agreement shall not be a waiver of any other condition of performance under this Agreement.
In no event shall the making by THCA of any payment to Contractor constitute or be construed
as a waiver by THCA of any breach of covenant, or any default which may then exist on the
part of Contractor, and the making of any such payment by THCA shall in no way impair or
prejudice any right or remedy available to THCA with regard to such breach or default.
23. Notices.
Any notices, bills, invoices, or reports required by this Agreement shall be deemed
received on (a) the day of delivery if delivered by hand during regular business hours or by
facsimile before or during regular business hours; or (b) on the third business day following
deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the
Agreement, or to such other addresses as the parties may, from time to time, designate in
writing pursuant to the provisions of this section.
"CONTRACTOR"
San Gabriel Valley Conservation Corps
10900 Mulhall Street
El Monte, CA 91731
Attn.: Daniel Oaxaca
Phone: (626) 579-2484
E -Mail: doaxaca@sgvcorps.org
1422255.1
WHINTAN
Tres Hermanos Conservation Authority
15651 E. Stafford Street
City of Industry, CA 91744
Attn.: Troy Helling
Phone: (626) 333-2211
E-mail: thelling@cityofindustry.org
24. Governing Law.
This Agreement shall be interpreted, construed and enforced in accordance with the
laws of the State of California.
25. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be the original, and all of which together shall constitute one and the same
instrument.
26. Entire Agreement.
This Agreement, and any other documents incorporated herein by reference, represent
the entire and integrated agreement between Contractor and THCA. This Agreement
supersedes all prior oral or written negotiations, representations or agreements. This
Agreement may not be amended, nor any provision or breach hereof waived, except in a
writing signed by the parties which expressly refers to this Agreement. Amendments on behalf
of the THCA will only be valid if signed by a person duly authorized to do so under the THCA's
Purchasing Ordinance.
IN WITNESS of this Agreement, the parties have executed this Agreement as of the
date first written above.
"Contractor"
San Gabriel Valley Conservation and
Services Corps
By: a�Ja
Printed Name: 6�4X
Title: �iCr �r e, 9�iP-P
By:
Printed Name:
Title:
1422255.1
"THCA"
TRES HERMANOS CONSERVATION
AUTHORITY
By:
Printe a e:---Tr`oy Helling
Title: Executive Director
C
State of California "CONTRACTOR'S" License No
CONTRACTOR'S Business Phone
Emergency Phone
at which CONTRACTOR can be reached at any time.
1,122255.1
Exhibit A
Tres Hermanos
Period of July 1-19, 2019
Crew Members
LAST
Flores
Flores
FIRST
Joseph
Robert
Time Sheet Time Sheet Time Sheet Time Sheet Time Sheet Time Sheet Time Sheet Time Sheet Time Sheet Time Sheet Time Sheet Time Sheet
7/1/2019 7/2/2019 7/8/2019 7/9/2019 7/10/2019 7/11/2019 7/12/2019 7/15/2019 7/16/2019 7/17/2019 7/18/2019 7/19/2019
8 8 8 8 8 8 8 8 8 8 8 8
8
Total
96
Martinez
Sanchez
Nogerua
Total Crew Hours
Total @ 830.00
Alexis
Wendy
Jestin
511,760.00
8
8
8
40
8
8
8
32
8
8
8
32
8
8
8
32
8
8
8
32
8
8
8
32
8
8
8
32
8
8
8
32
8
8
8
32
8
8
8
32
8
8
8
32
8
8
8
32
8
96
96
96
392
Crew Supervisor
Esparza Joshua
Oaxaca Mike
Supervisor's Total
Total (a7 530.00 53,120.00
8
8
g
8
8
8
0
8
8
8
8
8
8
8
8
8
8
8
8
8
8 1
8
8 1
8
8
16
104
104
Total Amount Due
$14,880.00
496