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HomeMy WebLinkAboutItem No. 06 12th Amend JPA RCHCA City of Lake Elsinore 130 South Main Street Lake Elsinore,CA 92530 Cn1r L - LS www.lake-elsinore.org Di.,.. pInt.-I Text File File Number: ID# 17-685 Agenda Date: 6/26/2018 Version: 1 Status: Consent Agenda In Control: City Council/Successor Agency/Public Financing Authority File Type: Report Agenda Number: 6) City of Lake Elsinore Page 1 Printed on 612112018 CITY ©F ��� LADE � LSIno�E L DREAM EXTREME REPORT TO THE CITY COUNCIL To: Honorable Mayor and Members of the City Council From: Susan M. Domen, MMC, City Clerk Date: June 26, 2018 Subject: 12th Amendment to the Amended and Restated Joint Exercise of Powers Agreement Creating the Riverside County Habitat Conservation Agency Recommendation Authorize the Mayor to execute the amendment to the agreement. Background In December 2015, RCHCA and Western Riverside Council of Governments (WRCOG) approved a proposal to fully transfer the duties of administration and management of RCHCA activities to WRCOG. In May 2018 both agencies approved a full consolidation of RCHCA and WRCOG. Discussion Currently the RCHCA's Treasurer and financial system are under the County of Riverside's Office of the Auditor Controller, while WRCOG maintains their own separate from the County. In order to proceed with the full consolidation, RCHCA's Joint Powers Agreement requires an amendment to assign a new Treasurer, which will be WRCOG. The amendment does the following: 1. Section 3.8.1, "Treasurer" is amended to state the Treasurer of the Agency will be a certified public accountant appointed by the RCHCA Board of Directors, and shall perform all functions pursuant to California Government Code Sections 6505, 6505.5, and 6505.6, and by all other applicable laws and regulations. 2. Section 3.8.2, "Auditor" is amended to state the Auditor of the Agency shall be appointed by the RCHCA Board of Directors in compliance and all applicable rules and regulations pursuant to California Government Code Sections-6505, 6505.5, and 6505.6. 3. Section 3.8.4, "General Manager" outlines specific authority to the General Manger, if appointed, or such other officer or employee of the Agency to whom the Board delegates such authority, shall administer personnel and personnel policies. Fiscal Impact There is no fiscal impact for this item. Page 1 of 2 Exhibits A—Amendment B — RCHCA May 17th Staff Report Page 2 of 2 1 TWELFTH AMENDMENT TO THE AMENDED AND RESTATED 2 JOINT EXERCISE OF POWERS AGREEMENT 3 CREATING RIVERSIDE COUNTY HABITAT CONSERVATION AGENCY 4 5 THIS TWELFTH AMENDMENT TO THE AMENDED AND RESTATED JOINT EXERCISE 6 OF POWERS AGREEMENT CREATING RIVERSIDE COUNTY HABITAT CONSERVATION 7 AGENCY ("Agency") is made by and between the COUNTY OF RIVERSIDE, the CITY OF CORONA, 8 the CITY OF HEMET, the CITY OF LAKE ELSINORE, the CITY OF MENIFEE, the CITY OF 9 MORENO VALLEY, the CITY OF MURRIETA, the CITY OF PERRIS, the CITY OF RIVERSIDE, the 10 CITY OF TEMECULA and the CITY OF WILDOMAR (hereinafter collectively called the "Member 11 Agencies"), for the acquisition, administration, operation and maintenance of land and facilities for 12 ecosystem conservation and habitat reserves for the Stephens' kangaroo rat and other species which have 13 been listed as threatened or endangered or which are candidates for such listing pursuant to the laws of the 14 United States or the State of California. 15 RECITALS 16 WHEREAS, the Agency is a Joint Powers Authority created pursuant to the provisions of Article 17 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California relating to the joint 18 exercise of the powers common to public agencies; and 19 WHEREAS, this Twelfth Amendment("Amendment") hereby amends the Amended and Restated 20 Joint Exercise of Powers Agreement Creating the Riverside County Habitat Conservation Agency created 21 on May 15, 1990, and includes all prior amendments thereto including Amendment No. 1 approved on 22 08/20/1990, Amendment No. 2 approved on 11/06/1990, Amendment No. 3 approved on 04/30/1991, 23 Amendment No. 4 approved on 06/01/1993, Amendment No. 6 approved on 08/01/1995, Unnumbered 24 Amendment approved on 06/03/1997, Amendment No. 7 approved on 02/11/2003, Amendment No. 8 25 approved on 02/28/2006, Amendment No. 10 and Errata Sheet approved on 12/23/2008, Amendment No. 26 11 approved on 05/09/2009, and Amendment No. 12 approved upon full execution by all Members; and 27 WHEREAS, the Member Agencies desire to amend the Restated and Amended Joint Exercise of 28 Powers Agreement Creating the Riverside County Habitat Conservation Agency and Incorporating the 1 1 11 th Amendment to Said Agreement (the"Agreement"). 2 Now, therefore,the Member Agencies agree as follows: 3 AGREEMENT 4 1. Section 3.8.1, "Treasurer" of the Agreement is hereby amended in its entirety to read as 5 follows: 6 "3.8.1 Treasurer. The Treasurer of the Agency shall be a certified public accountant 7 appointed by the RCHCA Board of Directors, to be the depositary and have custody of all 8 the money of the agency from whatever source. The Treasurer of the Agency shall posses 9 the powers of and shall perform those functions required of a treasurer by California 10 Government Code Sections 6505, 6505.5 and 6505.6, and by all other applicable laws and 11 regulations, including any subsequent amendments thereto"; and 12 2. Section 3.8.2, "Auditor" of the Agreement is hereby amended in its entirety to read as 13 follows: 14 "3.8.2, Auditor. The Auditor of the Agency shall be appointed by the RCHCA Board of 15 Directors in compliance with the applicable rules and regulations pursuant to California 16 Government Code Sections 6505, 6505.5 and 6505.6 and shall draw all warrants to pay 17 demands against the Agency approved by the Board. The Auditor of the Agency shall 18 posses the powers of and shall perform those functions required of an Auditor by 19 California Government Code Sections 6505, 6505.5 and 6505.6, and by all other 20 applicable laws and regulations, including any subsequent amendments thereto" and; 21 3. Section 3.8.4 "General Manager" of the Agreement is hereby amended in its entirety to 22 read as follows: 23 "3.8.4, General Manager. The general manager, if appointed, or such other officer or 24 employee of the Agency to whom the Board delegates such authority, shall have the power 25 to appoint, promote, demote and remove employees of the Agency subject to the 26 provisions of the Agency's approved budget, and subject to such personnel policies as may 27 have been adopted by the Board. The General Manager shall also have the power to enter 28 into Agreements in an amount not to exceed Fifty-Thousand dollars ($50,000) per 2 I Agreement, per fiscal year, and enter into non-substantive Amendments to such 2 Agreements where there is no change to the maximum obligation amount or the scope of 3 work in the Agreement." 4 4. The terms and conditions of the Agreement not expressly amended by this Twelfth 5 Amendment shall continue in full force and effect. 6 5. This Twelfth Amendment shall become effective on the date that execution of this Twelfth 7 Amendment is authorized by the last of the governing bodies of the Member Agencies. 8 IN WITNESS WHEREOF, the parties have executed this Twelfth Amendment as of the date last 9 set forth below and agree to abide by its terms from this date forward. 10 11 Dated: CITY OF CORONA 12 Attest: By: 13 14 City Clerk Mayor 15 Dated: CITY OF HEMET 16 Attest: By: 17 18 City Clerk Mayor 19 Dated: CITY OF LAKE ELSINORE 20 21 Attest: By: 22 City Clerk Mayor 23 Dated: CITY OF MORENO VALLEY 24 25 Attest: By: 26 City Clerk Mayor 27 28 3 KVH:CzA Riverside County Habitat Item 7.E RNERSI7ECOCNTYHAFl!TATCONSERVATIONAGENCY Conservation Agency Board Meeting Staff Report Subject: Potential Full Consolidation of RCHCA Staff and Operations with WRCOG Contact: Rick Bishop, General Manager, rbishopgwrcog.u , (951) 405-6701 Date: May 17, 2018 The purpose of this item is to provide an update on the status of the management services arrangement for the RCHCA between the County of Riverside and Western Riverside Council of Governments (WRCOG). Staff requests direction to work with WRCOG and the County toward a full transition of RCHCA staff and operation of RCHCA to WRCOG. Requested Actions: 1. Direct staff to work with Riverside County and WRCOG to fully consolidate RCHCA staff and operations into WRCOG. 2. Authorize the Chairman to execute and administer the Amendment to the Management Services Agreement between the RCHCA and WRCOG, and to execute any additional documents related to the consolidation. 3. Approve the 12th Amendment to the Amended and Restated Joint Powers Agreement and authorize staff to circulate and obtain signatures from the member agencies. In December 2015, the RCHCA's Board of Directors and WRCOG's Executive Committee approved a five-year Agreement between WRCOG and RCHCA that transferred the duties of administration and management of RCHCA activities to WRCOG. Under the Agreement, WRCOG's Executive Director serves as the General Manager/ Executive Director of RCHCA and is responsible for general duties include administering, coordinating, and supervising the activities of RCHCA as set forth in RCHCA's Joint Powers Agreement (JPA). RCHCA employees are well versed in the day-to-day operations of the Agency. RCHCA management staff have continued operations of the Agency and assisted in making the transition seamless. The services provided by WRCOG for oversight of the administrative activities of RCHCA have proven to be successful. As anticipated, RCHCA has realized significant cost savings from implementation of the management services contract, essentially through the elimination of the RCHCA Executive Director position. RCHCA staff remain as County employees under the current Agreement with the County of Riverside for Human Resource services. This arrangement allowed time for the transfer to be evaluated and to ensure that the management services consolidation was efficient and successful. It also provided time for RCHCA staff to become familiar with WRCOG's organizational and operational practices. Despite the success of this arrangement there are still practical inefficiencies that need attention. The Executive Director of WRCOG administers the administrative functions of the RCHCA; however, under the Agreement between the RCHCA and the County, RCHCA employees operate under two different administrations (WRCOG and the County). This dual arrangement has created some organizational challenges, particularly in the area of personnel. Because RCHCA employees are County employees, it creates difficulty for the Executive Director, in that the Executive Director does not have authority over the County employees at the same level as occurs with WRCOG staff. As such, the Executive Director is required to obtain approval from the County Board of Supervisors for any personnel-related decisions pertaining to existing RCHCA employees. Work schedules can vary between the Agencies, and employees in the two different Agencies adhere to different personnel policies and procedures. One RCHCA employee is covered under a Memorandum of Understanding with the Labor International Union. New RCHCA hires have been hired as WRCOG employees, the result of which is that the RCHCA itself is staffed with employees from both WRCOG and the County. WRCOG maintains its own financial and information technology systems; however, RCHCA's financial system is under the Auditor Controller of the County and is maintained separately. This is creating some duplication of effort which hinders WRCOG's ability to provide the same financial quality controls that it does for WRCOG. In addition, the current arrangement creates unnecessary burdens on RCHCA because it has to reimburse other County departments for services that are duplicative. Finally, though RCHCA staff are designated County employees, they do not receive County updates related to employee relations or policies because WRCOG is not under the County's email system. Staff believes that complete consolidation of management activities and staffing will create a succinct Agency under one umbrella and address the issues raised above. RCHCA staff are aware and supportive of the proposed consolidation. RCHCA staff are aware that a consolidation under WRCOG would require employment separation from the County. RCHCA staff have also been informed of WRCOG's hiring practices and personnel policies. WRCOG will diligently review employment contracts with RCHCA staff and work to ensure that RCHCA staff are informed. WRCOG participates in the CaIPERS retirement system so RCHCA employees would simply transfer their contributions without financial impact. The Executive Director met previously with representatives from the County to discuss the possibility of amending the current Agreement to provide more flexibility to the general language of the Agreement. Both parties tentatively agreed that, rather than amend the Agreement, it would be more feasible that RCHCA fully consolidate under WRCOG. Once consolidation is completed, the RCHCA will transmit correspondence to the County requesting termination of the staffing Agreement between RCHCA and the County Department of Human Resources. No action is required by the County Board of Supervisors. With the consolidation, the RCHCA will operate as a Program under WRCOG. The RCHCA Board of Directors and the Joint Powers Agreement will remain separate from WRCOG. Next Stems Staff seeks direction to move forward and develop the necessary documents to implement this proposal. The steps to initiate the consolidation are: 1. The Management Services Agreement (Attachment 1) between RCHCA and WRCOG will be amended to include employee staffing services and financial oversight. 2. RCHCA's JPA will be amended to assign a new Treasurer for RCHCA. The 12th Amendment to the Amended and Restated JPA is attached (Attachment 2). This will require approval by the member agencies. The amendment is necessary because the language in the JPA names the County Auditor Controller as treasurer for RCHCA. The attached Amendment states that the treasure of the Agency shall be a certified public accountant appointed by the RCHCA Board of Directors, pursuant to California Government Code Section 6505.5. The Amendment also restates the authority of the General Manager. 3. The RCHCA Chair will transmit correspondence to the County requesting termination of the staffing Agreement between RCHCA and the County Department of Human Resources. No action is required by the County Board of Supervisors. Prior Action: December 18, 2015: The RCHCA's Board of Directors and WRCOG's Executive Committee approved a five- year Agreement between WRCOG and RCHCA that transferred the duties of administration and management of RCHCA activities to WRCOG Fiscal Impact: RCHCA is financially stable and operates under a separate budget. RCHCA compensates WRCOG for all costs related to administration of the Agency pursuant to the management services arrangement. Under a full consolidation, RCHCA will operate as a Program under WRCOG. The structure will not create any additional financial burden on WRCOG or the RCHCA. The RCHCA will continue to pay both its current budgeted expenditures, as well as future retirement costs such as pension and healthcare for RCHCA employees. After the consolidation and removal of the duplicative payments being made to the County for services, it is anticipated that RCHCA will have excess revenues each year of approximately $300,000, which will be transferred into RCHCA's reserve fund and increase the overall fund balance to approximately $6 million after 10 years. Attachments: 1. Management Services Agreement between the RCHCA and WRCOG dated December 7, 2015. 2. 12th Amendment to the Amended and Restated Joint Powers Agreement. I MANAGEMENT SERVICES-AGREEMENT 2 BETWEEN THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS 3 AND THE RIVERSIDE COUNTY IIABI'I"AT CONSERVATION AGENCY 4 5 This Management Services Agreement ("Agreement") is made and entered into by and between 6 the Western Riverside Council of Governments ("WRCOG") and the Riverside County Habitat 7 Conservation Agency ("RCHCA") and shall become effective upon the terms set forth herein. WRCOG 8 and RCHCA are sometimes referred to in this Agreement individually as a "party," or collectively as 9 "parties." 10 RECITALS 11 A. WIIEREAS, WRCOG is a public agency formed by a Joint Powers Agreement 12 ("WRCOG JPA") made and entered into on the 151 day of April 1991, pursuant to Government Code 13 section 6500 et seq. and other pertinent provisions of law, by and between numerous cities located within 14 Western Riverside County and the County of Riverside; and 15 B. WHEREAS, the purpose of the formation of WRCOG is, among other things, to 16 provide an agency to conduct studies and projects designed to improve and coordinate the common 17 governmental responsibilities and services on an area-wide and regional basis through the establishment 18 of an association of governments; and 19 C. WHEREAS, WRCOG now consists of the following member agencies: County of 20 Riverside, City of Banning, City of Calimesa, City of Canyon Lake, City of Corona, City of Eastvale, 21 City of Hemet, City of Jurupa Valley, City of Lake Elsinore, City of Menifee, City of Moreno Valley, 22 City of Murrieta, City of Norco, City of Perris, City of Riverside, City of San Jacinto, City of Temecula, 23 and City of Wildomar, and the following participating agencies: Eastern Municipal Water District, 24 Western Municipal Water District, Riverside County Superintendent of Schools, and Morongo Band of 25 Mission Indians; and 26 D. WHEREAS, under the WRCOG JPA, the functions of WRCOG include, among 27 other things: 28 Page I of 9 20323.00005\20738163.2 I i. Serving as a forum for consideration, study and recommendations on area- 2 wide and regional problems; and 3 ii. Assembling information helpful in the consideration of problems peculiar to 4 Western Riverside County; and 5 iii. Exploring practical avenues for intergovernmental cooperation, 6 coordination and action in the interest of local public welfare and means of 7 improvements in the administration of governmental services. 8 E. WHEREAS, WRCOG has the power to make and enter into contracts under 9 Section 1.2.2 of the WRCOG JPA; and 10 F. WHEREAS, the RCHCA is a public agency formed by a Joint Powers Agreement 11 ("RCHCA JPA") made and entered into on the 12"' day of June 1990, pursuant to Government Code 12 section 6500 et seq. and other pertinent provisions of law, by and between the County of Riverside and 13 numerous cities located within Western Riverside County; and 14 G. WHEREAS, the purpose of the formation of RCHCA is to provide an agency for 15 the acquisition, administration, operation and maintenance of land and facilities for ecosystem 16 conservation and habitat reserves for the Stephens' Kangaroo Rat in Western Riverside County; and 17 H. WHEREAS, RCHCA now consists of the County of Riverside and the following 18 member cities: City of Corona, City of Hemet, City of Lake Elsinore, City of Menifee, City of Moreno 19 Valley, City of Murrieta, City of Perris, City of Riverside, City of Temecula, and City of Wildomar; and 20 1. WHEREAS, Section 3.3 of the RCHCA JPA sets forth numerous powers of the 21 RCHCA in carrying out its purposes, including the power to make and enter into contracts and to employ 22 agents, consultants, attorneys and employees. Section 3.8.3 of the RCHCA JPA authorizes the RCHCA 23 through its Board of Directors ("Board") to appoint a general manager ("General Manager") and an 24 attorney. Under Section 3.8.3, the RCHCA Board may also contract with its member agencies for the use 25 of employees of the member agencies on mutually agreeable terms and conditions; and 26 J. WHEREAS, Section 3.8.4 of the RCHCA JPA sets forth certain powers and duties 27 of such General Manager or other employees of the RCHCA to whom the Board delegates authority. 28 Page 2 of 9 20323.00005\20738163.2 I K. WHEREAS, until recently, RCHCA contracted with the County of Riverside 2 ("County") for a General Manager and other staff to the RCHCA to serve the purposes of the RCHCA; 3 and 4 L. WHEREAS, the RCHCA now desires to contract with WRCOG to provide a 5 General Manager to assist the RCHCA in its obligations to implement the Stephens' Kangaroo Rat 6 Habitat Conservation Plan ("SKR HCP")to ensure a regional perspective. 7 8 NOW, THEREFORE, the Parties agree as follows: 9 1. APPOINTMENT OF GENERAL MANAGER. The RCHCA hereby retains 10 WRCOG, acting through its Executive Director, to serve as the General Manager of the RCHCA to fulfill 11 the needs and requirements of the RCHCA, and WRCOG agrees to provide such services through such 12 personnel as may be required by the RCHCA, all upon the terms set forth below. The General Manager 13 shall serve at the direction and pleasure of the WRCOG Executive Committee. If the RCHCA Board has 14 concerns about the General Manager's performance for RCHCA, the Chair and Vice-Chair of the 15 RCHCA Board shall bring such concerns to the WRCOG Chair. 16 2. DUTII.?S OF GENERAI. MANAGER. The Executive Director of WRCOG, acting 17 either individually or through such personnel as he shall from time to time appoint or contract with, shall 18 act as and be the General Manager of the RCHCA and shall administer, coordinate, and supervise the 19 activities of the RCHCA as set forth in the RCHCA JPA, and shall act for the RCHCA in accomplishing 20 its purposes set forth in Section 3.2 of the RCHCA JPA. The Executive Director of WRCOG, acting 21 either individually or through such personnel as he shall from time to time appoint, shall have and 22 exercise all of those powers and responsibilities of the RCHCA enumerated in Section 3.3 of the RCHCA 23 JPA and of the General Manager enumerated in Section 3.8.4 of the RCHCA JPA. 24 3. OTHER PERSONNEL SERVICES. As of the signing of this Agreement, RCHCA 25 has a staff of four employees that are County of Riverside employees (hereinafter referred to as "RCHCA 26 Identified County Employees"). These RCHCA Identified County Employees include an Administrative 27 Services Officer, Natural Resources Manager and two RCHCA Open Space Habitat Technicians. The 28 Page 3 of 9 20323.00005\.20738163.2 I RCHCA Identified County Employees in the Administrative Services Officer and Natural Resources 2 Manager job classifications are covered by the County's "Exempt Management, Management, 3 Confidential, and Other Unrepresented Employees' resolution ("Resolution") and the Open Space Habitat 4 Technicians are covered by the Memorandum of Understanding and side letters between the County and 5 Laborer's International Union of North America Local 777 ("LIUNA MOU"). These RCHCA Identified 6 County Employees shall remain employees of the County of Riverside with the County remaining as the 7 employer of record and shall work for RCHCA under a separate agreement with the County of Riverside. 8 The RCHCA Identified County Employees shall work day-to-day under the direction of the RCHCA 9 General Manager and the RCHCA General Manager shall administer, coordinate, and supervise the 10 activities of the RCHCA Identified County Employees consistent with applicable County policies and 11 regulations regarding employee conduct and with the terms of the Resolution and LIUNA MOU, as 12 applicable. The RCHCA General Manager shall have authority to handle all personnel matters including 13 but not limited to employee evaluations and disciplinary proceedings, consistent with the terms of the 14 Resolution and LIUNA MOU with support from the County's Human Resources Service Manager 15 assigned to RCHCA. The RCHCA General Manager shall not, however, have final authority over pay 16 practices including, but not limited to salary, salary adjustments, and salary increases. The RCHCA 17 General Manager may offer recommendations but all actions affecting salary shall comply with applicable 18 County policies and regulations and shall be approved by the County. 19 The General Manager may retain and appoint additional staff as may from time to time be 20 necessary or convenient to fulfill the needs of the RCHCA. Such additional staff may be retained as 21 WRCOG employees or, after consultation with the County, County employees. If such additional staff 22 are County employees, an amendment shall be required to the agreement for staffing and services between 23 the County and the RCHCA. 24 4. TERM, TERMINATION. This Agreement shall be effective for a five-year term 25 as of the date of the termination of the Second Amended and Restated Management Services Contract 26 between the RCHCA and the County of Riverside, dated August 15, 1999, and only upon execution by 27 both RCHCA and WRCOG. Once effective, this Agreement shall continue thereafter for successive five- 28 Page 4 of 9 20323.00005\20738163.2 1 year terms without further action by the RCHCA Board or WRCOG, unless earlier terminated at any time 2 by either party giving the other party sixty (60) days prior written notice. 3 5. COMPENSATION. In consideration of WRCOG's Executive Director's 4 performance of the services of General Manager as set forth in Section 2 above, and in the event that the 5 General Manager retains and appoints additional staff as set forth in Section 3 above, the RCHCA shall 6 pay to WRCOG the sums specified in Exhibit "A" attached hereto and incorporated herein by reference. 7 Such sums shall be paid at the times and in the manner specified in Exhibit "A". In the event of the early 8 termination of this Agreement under Section 4 above, the RCHCA shall, with respect to fixed 9 compensation amounts such as personnel salaries and general overhead charges, pay WRCOG a pro rata 10 proportion of the monthly payment represented by the proportion of days of the payment month which 11 this Agreement remains in effect. 12 6. INDEMNI1'ICATION AND INSURANCE. 13 A. RCHCA shall defend, indemnify and hold the WRCOG, its officials, officers, 14 consultants, employees, volunteers and agents free and harmless from any and all claims, demands, causes 15 of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, 16 including wrongful death, in any manner arising out of or in connection with this Agreement, including 17 without limitation the payment of all consequential damages and attorneys' fees and other related costs 18 and expenses, except for losses ultimately determined to be the result of the sole negligence or willful 19 misconduct of WRCOG. RCHCA shall defend, at RCHCA's own cost, expense and risk, any and all such 20 aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against 21 WRCOG, its directors, officials, officers, consultants, employees, agents or volunteers in any manner 22 arising out of or in connection with this Agreement. RCHCA shall have the right to approve any and all 23 counsel retained pursuant to this section and RCHCA and WRCOG shall reasonably cooperate in all 24 aspects involving any defense made pursuant to this section. RCHCA shall pay and satisfy any judgment, 25 award or decree that may be rendered against WRCOG or its directors, officials, officers, consultants, 26 employees, agents or volunteers, in any such suit, action or other legal proceeding in any manner arising 27 out of or in connection with this Agreement. RCHCA shall reimburse WRCOG and its directors, 28 Page 5 of 9 20323 00005\20738163.2 I officials, officers, consultants, employees, agents and/or volunteers, for any and all legal expenses and 2 costs, including reasonable attorneys' fees, incurred by each of them in connection therewith or in 3 enforcing the indemnity herein provided. RCHCA's obligation to indemnify shall not be restricted to 4 insurance proceeds, if any, received by the WRCOG, its directors, officials, officers, consultants, 5 employees, agents or volunteers. This section shall survive any expiration or termination of this 6 Agreement. 7 B. During the term of the Agreement, RCHCA shall maintain Commercial General 8 Liability Insurance with limits not less than $5,000,000 per occurrence. The policies shall be endorsed to 9 state that WRCOG, its directors, officials, officers and employees shall be covered as additional insured 10 under such policy and that such policy shall be primary to any policies held by WRCOG. 11 7. ADMINISTRATION. The RCHCA Board, or designee, shall administer this 12 Agreement on behalf of the RCHCA. The WRCOG Executive Committee shall administer this 13 Agreement on behalf of the WRCOG. 14 8. ASSIGNMENT. This Agreement shall not be assigned by either party, in whole or 15 in part, without the prior written consent of the other party. 16 9. NOTICE. A party giving notice as required in this Agreement shall provide for 17 personal delivery of such notice or shall send such notice by United States mail, postage prepaid, to the 18 agent and address of the other party as set forth below: 19 If to the RCHCA: Attn: RCHCA Board Chairman 20 4080 Lemon Street 21 3rd Floor 22 Riverside, CA 92501-3609 23 Phone: (951) 955-7983 24 Fax: (951) 787-7991 25 26 With a copy to: Attn: Tiffany North 27 Office of County Counsel 28 3960 Orange Street, Ste. 500 Page 6 of 9 20323.00005\2073 8163.2 I Riverside, CA 92501 2 Phone: (951) 955-6300 3 Fax: (951) 955-6363 4 If to the WRCOG: Attn: Executive Director 5 4080 Lemon Street 6 3rd Floor, MS 1032 7 Riverside, CA 92501-3609 8 Phone: (951) 955-7985 9 Fax: (951) 787-7991 10 With a copy to: Attn: Steven C. DeBaun 11 Best Best & Krieger, LLP 12 3390 University Avenue, 5th Floor 13 Riverside, CA 92502-1028 14 Phone: (951) 686-1450 Fax: (951) 686-3083 15 16 10. AMENDMENT, ENTIRE AGREEMENT. This Agreement represents the entire 17 agreement between the parties with respect to personnel provided by WRCOG to the RCHCA. Any 18 amendment or modification of the provisions of this Agreement must be in writing and signed by each of 19 the parties hereto. 20 11. WAIVER. Any waiver by either party of a breach of any of the terms of this 21 Agreement shall not be construed as a waiver of any succeeding breach of the same or other term of this 22 Agreement. 23 12. SEVFRABILITY. If any term, provision, covenant or condition of this Agreement 24 is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of this Agreement 25 shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 26 27 28 Page 7 of 9 20323.00005\20738163 2 1 13. GOVERNING LAW AND VENUE. This Agreement and its construction and 2 interpretation as to validity, performance and breach shall be construed under the laws of the State of 3 California applicable to agreements both entered into and to be performed in California. 4 The provisions of the Government Claims Act (Government Code section 900 et seq.) 5 shall be applicable for any disputes under this Agreement. 6 Venue shall be within the County of Riverside for any legal or equitable action to enforce 7 the terms of this Agreement, to declare the rights of the parties under this Agreement, or for any action 8 which relates to this Agreement in any manner. 9 14. APPROVAL/COUNTERPARTS. This Agreement must be approved by the 10 RCHCA Board of Directors and WRCOG. Each party has had the opportunity to participate in drafting I and preparation of this Agreement. Any construction to be made in the Agreement of any of its terms or 12 provisions shall not be construed against any one party. 13 This Agreement may be executed in one or more counterparts, all of which together shall 14 constitute one and the same Agreement. 15 15. CFRTIFICATION OF AUTHORITY TO EXECUTF T141S AGREEMENT, 16 WRCOG and RCHCA certify that the individuals signing below on behalf of the party has authority to 17 execute this Agreement on behalf of the party, and may legally bind the party to the terms and conditions 18 of this Agreement, and any attachments hereto. 19 IN WITNESS WHEREOF, the parties have executed this Agreement on the date or dates 20 indicated below. 21 WESTERN RIVERSIDE COUNCIL OF RIVERSIDE COUNTY HABITAT 22 GOVERNMENTS CONSERVATION AGENCY 23 DATE: 7 ) 1` DATE: 24 25 74 26 y� NAME: �� c ',.' t '��r" NAMg' J�Gvc � �+► �:a' 27 28 Page 8 of 9 20323.00005\20738163 2 i I EXHIBIT A 2 Compensation shall be paid to WRCOG by the RCHCA for the services provided under this 3 agreement. These include: 4 1. The cost of the WRCOG Executive Director and other WRCOG staff while 5 performing the services under this Agreement. Those costs shall include recapture overhead costs in the 6 amount of the then current Indirect Cost Allocation Plan ("ICAP"), which will be updated annually. As 7 of the date of this Agreement, WRCOG's ICAP rate is 100.45% which was calculated using audited 8 figures from the 2014-2015 Fiscal Year, 9 2. The reimbursement of non-employee costs incurred by WRCOG while 10 performing the services hereunder, which may include, but not be limited to, supplies, consultant services, 11 equipment, board member stipends and board member and staff expense reimbursements. The 12 reimbursement of these costs will be provided at the same rate charged to WRCOG. 13 WRCOG shall periodically, but no more frequently than monthly nor less frequently than 14 semiannually, provide an invoice to the RCHCA itemizing charges for the billing period. The RCHCA 15 shall provide prompt payment to WRCOG by means of Journal Vouchers transferring funds from the 16 RCHCA to WRCOG. 17 18 1 G:\Property\'rNorth\RCFICA\WRCOG\MSA with WRCOG re RCHCA GM 12 3 15.docx 20 21 22 23 24 25 26 27 28 Page 9 of 9 20323 00005\20738163 2