COMMUNICATIONS

2. AREA E EXECUTIVE COMMITTEE REPORTS

Chairwoman’s Report – Stacy Barnes Area E Fire Chiefs - Stacy Barnes Southeast Police Chiefs - Sheri Koomen

3. OPERATIONAL AREA INFORMATIONAL REPORT FOR APRIL 2017

- It is recommended that the Operational Area report be received and filed.

Cullen Armet, Area E Disaster Management Coordinator

Cullen Armet

Area E DMAC

AREA E MEMBERS

ARTESIA BELL BELL GARDENS BELLFLOWER CARSON CERRITOS COMMERCE COMPTON CUDAHY DOWNEY HAWAIIAN GARDENS HUNTINGTON PARK LA HABRA HEIGHTS LA MIRADA LAKEWOOD LOS ANGELES CO LYNWOOD MAYWOOD MONTEBELLO NORWALK PARAMOUNT PICO RIVERA SANTA FE SPRINGS SOUTH GATE VERNON WHITTIER

AGENDA

Area E Office: 13700 La Mirada Blvd., La Mirada CA 90638 (562) 902-2368 Email: Admin@dmae.ca.gov

www.dmae.ca.gov

JOINT MEETING OF THE GENERAL BOARD

OF AREA E DISASTER MANAGEMENT JOINT POWERS AUTHORITY

WEDNESDAY, APRIL 19, 2017

8:30AM

NORWALK ARTS & SPORTS COMPLEX 13000 CLARKDALE AVENUE, MULTI PURPOSE ROOM (MPR)

NORWALK, CA 90650

CALL TO ORDER ROLL CALL INTRODUCTIONS AND AGENCY REPORTS PUBLIC COMMENT CONSENT CALENDAR

Consent calendar items will be considered and approved in one motion unless removed by general board member for discussion

1. APPROVAL OF PREVIOUS MEETING MINUTES – March 15, 2017 - It is recommended that the minutes of March 15, 2017 be approved.

NEW BUSINESS

2. AA

2

2

Area E Disaster Management April 19, 2017 General Board Meeting Agenda NEW BUSINESS 4. RENEWAL OF PROFESSIONAL SERVICES AGREEMENT BETWEEN AREA E DISASTER MANGEMENT AND DAVID L. GRUBER & ASSOCIATES, INC. FOR FINANCIAL CONSULTING SERVICES- It is recommended that the Area E General Board review and approve the Professional Services Agreement with David L. Gruber & Associates, Inc. for financial consulting services. Jennifer Cerda, Area E Administrative Manager 5. RENEWAL OF PROFESSIONAL SERVICES AGREEMENT BETWEEN AREA E DISASTER MANAGEMENT AND SHARON GRETH FOR HUMAN RESOURCES, PAYROLL, AND BENEFITS MANAGEMENT SERVICES- It is recommended that the Area E General Board review and approve the Professional Services Agreement with Sharon Greth for human resources, payroll, and benefits management services. Jennifer Cerda, Area E Administrative Manager ADJOURNMENT The next meeting of the General Board of Area E Disaster Management Joint Powers Authority will be at 8:30 AM, May 17, 2017, Norwalk Arts and Sports Complex, 13000 Clarkdale Ave, Multi-Purpose Room, Norwalk, CA 90650.

Public Comment: The public is encouraged to address the Board or Committee on any matter listed on the agenda. The General Board will hear public

comment on matters not listed on the agenda during the Public Comment period.

Americans with Disabilities Act: In compliance with the ADA, if you need special assistance to participate in a City meeting or other services offered by the host City, please contact the Norwalk City Clerk’s office, (562) 929-5720. Assisted listening devices are available at this meeting. Ask a staff member if you

desire to use this device. Upon request, the agenda and documents in the agenda packet can be made available in appropriate alternative formats to persons

with a disability. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

Note: General Board agendas and minutes are available at the Area E Disaster Management Office, 13700 La Mirada Boulevard during regular business

hours, 8:00 a.m. to 5:00 p.m., Monday – Friday; telephone (562) 902-2368.

POST-MEETING ACTIVITIES

The following activities will take place following adjournment of the Area E JPA General Board Meeting

1. CERT Coordinators meeting – All City ESC and CERT Coordinators are invited to attend

I hereby certify under penalty of perjury under the laws of the State of California that the foregoing

agenda was posted on the bulletin board at Cerritos City Hall, not less than 72 hours prior to the

meeting. Dated this 13th day of April, 2017.

___Jennifer Cerda__________

Jennifer Cerda Area E Administrative Manager

Minutes of the General Board Meeting of Area E Disaster Management Joint Powers Agreement

March 15, 2017 – NORWALK ARTS & SPORTS COMPLEX

The General Board Meeting of the Area E Disaster Board was called to order at 8:41 am by Area E DMAC, Cullen Armet.

ROLL CALL Area E member roll call was taken. INTORDUCTIONS AND AGENCY REPORTS Introductions were given and Agency Reports were made. City of Bellflower – Reported that Emergency Operations Plan (EOP) was approved by city council. City of Cerritos – Reminded Board of Community Emergency Response Team (CERT) refresher May 22, Topic: CERT Organization and Incident Command System (ICS). Currently working with Los Angeles Sheriff’s Department (LASD) Norwalk CERT for annual CERT exercise. Staff attended G775 training. City of Commerce – Will conduct a CERT course in May; dates to be determined. City of Downey – Staff attended NIMS/SEMS Combo course. Currently updating emergency management forms. Local Hazard Mitigation Plan (LHMP) in final process for approval. Will conduct an emergency preparedness fair in September. City of Lakewood – Conducted cardio pulmonary resuscitation (CPR) and first aid training for city staff. City of Norwalk – Staff attended finance training at California State University Dominguez Hills (CSUDH). City of Paramount – Currently updating memorandums of understanding (MOUs) with local businesses and corporations in the city. City of Santa Fe Springs – Currently working on LHMP request for proposal (RFP). Currently conducting rainstorm initial damage estimates (IDE). Currently updating emergency operations center (EOC) in a box.

MEMBERS PRESENT Artesia – Daniel Moreno Bell Gardens – Magdalyn Williams Bellflower – Brian McNerney Carson – Angela Zambrano Cerritos – Emely Merina, Sharon Rutledge Commerce – Ernie Fierro Cudahy – Raul Nazariegos Downey – Andrew Stevens LA Co. OEM – Ashu Palta La Habra Heights – Trevor Smouse La Mirada – Jose Amaya Lakewood – Catherin Schad Norwalk – Kathy Tai Paramount – Anthony Martinez Santa Fe Springs – Darryl Pedigo South Gate – Sheri Koomen Area E – Cullen Armet, Jennifer Cerda

MEMBERS ABSENT Bell – Lance Ferrari Compton – Stacy Barnes Hawaiian Gardens – Juana Hernandez Huntington Park– Karina De La Cruz, Joe Settles Lynwood – Mark Flores Maywood – Carlos Fernandez Montebello – Kurt Johnson Pico Rivera – Hector Hernandez Vernon – Yesenia Barajas, Andrew Guth Whittier –Rod Hill Also Present: LACoPH – Dorothy O’Brien LHH- Fire Watch- Norm Zezula

Minutes of the General Board Meeting of Area E Disaster Management March 15, 2017

2

PUBLIC COMMENT No public comment was made. CONSENT CALENDAR 1. APPROVAL OF PREVIOUS MEETING MINUTES OF FEBRUARY 15, 2017 Member Ashu Palta moved and Member Andrew Stevens seconded that the minutes of February 15, 2017 be approved. THE MOTION CARRIED BY THE FOLLOWING ROLL CALL VOTE: AYES: Artesia, Bell Gardens, Bellflower, Carson, Cerritos, Commerce, LA County OEM, La Habra Heights, La Mirada, Lakewood, Norwalk, and South Gate. NOES: ABSENT: Bell, Compton, Hawaiian Gardens, Huntington Park, Lynwood, Maywood, Montebello, Paramount, Pico Rivera, Vernon, and Whittier. ABSTAIN: Cudahy, Downey, Paramount, and Santa Fe Springs. COMMUNICATIONS 2. AREA E EXECUTIVE COMMITTEE REPORTS Chairwoman’s Report – Stacy Barnes Chairwoman Barnes reported the Request for Proposal (RFP) for FY 2017-18 audit should be received by the end of March. Area E is currently working on FY 2017-18 draft budget. Send any training ideas to Stacy Barnes. Area E Fire Chiefs – Chairwoman Stacy Barnes No Report. Southeast Police Chiefs – Member Sheri Koomen No Report. 3. OPERATIONAL AREA INFORMATIONAL REPORT FOR MARCH 15, 2017- It is recommended that the Operational Area report be received and filed. Area E Disaster Management Area Coordinator (DMAC), Cullen Armet reviewed the Operational Area Informational Report and discussed its contents. Member Ernie Fierro moved and Member Sheri Koomen seconded that the Operational Area Informational Report be received and filed. THE MOTION CARRIED BY THE FOLLOWING ROLL CALL VOTE: AYES: Artesia, Bell Gardens, Bellflower, Carson, Cerritos, Commerce, Cudahy, Downey, LA County OEM, La Habra Heights, La Mirada, Lakewood, Norwalk, Paramount, Santa Fe Springs, and South Gate. NOES: ABSENT: Bell, Compton, Hawaiian Gardens, Huntington Park, Lynwood, Maywood, Montebello, Paramount, Pico Rivera, Vernon, and Whittier. ABSTAIN:

Minutes of the General Board Meeting of Area E Disaster Management March 15, 2017

3

ADJOURNMENT There being no further business to come before the General Board, Member Ashu Palta moved and Member Angela Zambrano seconded that the March meeting of the Area E Joint Powers Agreement be adjourned. The meeting was adjourned at 9:15 am.

ATTEST:

_____________________________________ Jennifer Cerda, Area E Administrative Manager

____________________________________ Cullen Armet, Area E DMAC APPROVED: April 19, 2017

AREA E DISASTER MANAGEMENT

OPERATIONAL AREA INFORMATIONAL REPORT

AREA E MEMBERS

ARTESIA BELL BELL GARDENS BELLFLOWER CARSON CERRITOS COMMERCE COMPTON CUDAHY DOWNEY HAWAIIAN GARDENS HUNTINGTON PARK LA HABRA HEIGHTS LA MIRADA LAKEWOOD LOS ANGELES CO LYNWOOD MAYWOOD MONTEBELLO NORWALK PARAMOUNT PICO RIVERA SANTA FE SPRINGS SOUTH GATE VERNON WHITTIER

AREA E DISASTER MANAGEMENT COORDINATOR

Cullen Armet Cell: (562) 505- 6443 Email: dmac@dmae.ca.gov

AREA E ADMINISTRATIVE MANAGER

Jennifer Cerda 13700 La Mirada Blvd, La Mirada, CA 90638 Office: (562) 902-2368 Cell: (562) 505-6443 Email: admin@dmae.ca.gov

AREA E EXECUTIVE COMMITTEE

Stacy Barnes, City of Compton, Chair Office: (310) 685- 6280 Email: sbarnes@comptoncity.org Ky Truong, City of Carson, Committee Member Office: (310) 864-2037 Email: ktruong@carson.ca.us Joel Hockman, City of Bellflower Office: (562) 925-0124 Email: jhockman@bellflower.org Ernie Fierro, City of Commerce, Committee Member Office: (562) 902-2982 Email: efierro@ci.commerce.ca.us

AREA E EXECUTIVE COMMITTEE ADVISORY MEMBER

Ashu Palta, Los Angeles County OEM Office: (323) 980-2268

Area E Office: 13700 La Mirada Blvd., La Mirada CA 90638 (562)902-2368 Email: admin@dmae.ca.gov

www.dmae.ca.gov April 19, 2017

IMPORTANT INFORMATION

Los Angeles County OEM Duty Officer

Cell (323) 459-3779 OEM Duty Pager (213) 508-8023 dutyofficer@ceooem.lacounty.gov

OARRS at https://oarrs.lacounty.gov

OARRS Tech Support at oarrstechsupport@ceo.lacounty.gov

ARC Disaster Dispatch System (National 24/7) to report an incident Call

(800) 675-5799

ESC Digital Resource Library - Access via Area E website Password: 25Cities

Operational Area Informational Report April 19, 2017

2

TRAINING, EXERCISES AND WORKSHOPS

Trainings

SEMS Combo, April 18th

2017, 8 am – 4 pm, City of Lakewood

G191 ICS/EOC Interface, May 2nd

, City of Commerce

MGT-346, EOC Operations and Planning for All – Hazards, July 25-

July 27th

, City of LA EMD

MGT-312 Senior Officials Workshop for All-Hazards Preparedness,

August 23rd

, City of Downey EOC

Exercises

Area E Hazmat/Oil Spill Train Derailment Tabletop Exercise, April

24th

Workshops/Taskforces

EOC Forms Task Force – Next meeting time/location TBD.

Proposal for Regional LHMP – May 15th

NOI, June 15th

deadline.

AREA E DISASTER MANAGEMENT

Whittier Narrows Dam Safety Project US Army Corps of Engineers USACE) held a forum with Area E cities on April 6th to discuss a dam safety modification study to show the non-breach risks to the cities downstream of the Whittier Narrows Dam. The cities who are in the immediate impact area include Pico Rivera, Bell Gardens and Downey, however any initiatives to plan around this threat need to involve other Area E cities, county departments and the state. Mass notifications, evacuations and sheltering will need to be coordinated at a high level. The US Army Corp Silver Jackets program and Area E are trying to coordinate a project proposal to address the threats and build off of the City of Pico Rivera’s recent evacuation annex. For the project to gain traction and funding through Silver Jackets, it needs to include a regional group of stakeholders. We are looking for Area E cities to commit through in-kind staff hours and write a letter of intent to participate in the project when it is identified.

Operational Area Informational Report April 19, 2017

3

Please contact Area E DMAC with any questions: dmac@dmae.ca.gov Cal State Long Beach Internship Program Area E DMAC had a meeting with CSULB Emergency Management Master’s Program faculty members to discuss a partnership. The proposed partnership would include emergency management masters candidates getting course credit for working on projects associated with Area E or specific cities. DMAC is working with faculty to develop the intern program framework and launch in the fall. Cities would be able to submit a project proposal that would be matched with an intern. Projects could include:

EOP Updates

LHMP Updates

Training or curriculum development

Exercise development

Community Outreach assistance

Resiliency projects This purpose would be to augment the capabilities of the ESCs however cities would have to commit to working with interns and would be expected to oversee and provide project updates. Area E Emergency Management Program Evaluation Survey Area E DMAC put out a survey in February to measure the status of the emergency management activities and programs of Area E. This information is important to be used as metrics for success but additionally is useful in maintaining consistent information. Many Area E cities experience frequent turn-over. This information could be used as a status indicator for any new Emergency Services Coordinator. Additionally the data will be used to determine gaps in planning, training and exercising and inform Area E programs.

FEMA Public Assistance Workgroup

LA County was included in the Presidential Declarations for the two January Storm

systems that impacted our region. Damages and or/costs associated with those storm

incident periods (January 3-12 and January 18-23) were eligible for public assistance

funding. The deadline for applications was April 11th which involved submitting a

Request for Public Assistance form (RPA).

Operational Area Informational Report April 19, 2017

4

Area E has 3 cities participating in this project application process. If anyone is

interested in being involved to learn about the process of submitting projects through

public assistance, please contact Kurt Johnson from the City of Montebello:

KJohnson@cityofmontebello.com or the Area E DMAC. This will be a valuable learning

experience for those involved.

**All standard Area E information previously found in the Operational Area Informational

Reports can now be found on the Area E website www.dmae.ca.gov**

LINKS:

Area E Website www.dmae.ca.gov Area E Digital Library- ESC Library Tab on website Password: 25Cities Area E Regional CERT website www.areaEcert.org American Red Cross www.redcross.org/la-request California Governor’s Office of Emergency Services www.oes.ca.gov Disaster Management Area Coordinator’s DMAC’s online resource website: www.dmacsonline.com Federal Emergency Management Agency www.fema.gov, www.ready.gov Preparedness Information: (Earthquake Alliance) www.daretoprepare.org Shake Out – Be sure to register for October 2014 Shake Out event: www.shakeout.org LA County Emergency Survival Program (ESP): www.espfocus.org LA County OEM http://lacoa.org LA County Public Works http://dpw.lacounty.gov LA Department of Health Services http://ems.dhs.lacounty.gov

1

NEW BUSINESS April 19, 2017

AGENDA REPORT

Area E Disaster Management Joint Power Authority

General Board

To: Area E General Board From: Jennifer Cerda, Area E Administrative Manager Subject: Renewal of Professional Services Agreement between Area E Disaster Management and David L. Gruber and Associates, Inc. for Financial Consulting Services BACKGROUND Following an Agreed Upon Procedures (AUP) Audit and findings of Area E Disaster Management (Area E) conducted by Lance, Soll & Lungard (LSL) auditing firm in November 2014, it was determined that corrective actions related to Area E internal controls would be required. In FY 2016-17, Area E renewed a Professional Services Agreement with David L. Gruber and Associates, Inc. for financial and accounting management consulting for an amount not to exceed $12,000. Through the Agreement, Gruber successfully corrected deficiencies with Area E’s accounting system, accounting methods and practices, and accounting procedures. Gruber personnel also trained Area E staff in the use of the new accounting system. The agreement is set to expire on June 30, 2017. FINDINGS Gruber and Associates has worked with Area E to record all transactions of Area E, transfer information into QuickBooks accounting system, ensure all transactions for Area E are properly recorded in accordance with Government Accounting Standards, and ensure Area E is reporting as required by the State Controller’s Office. They have also created internal control processes, and provided guidance to Area E on financial issues as they arose. At its meeting on April 6, 2017, the Area E Executive Committee discussed renewing the Agreement between Area E and Gruber. Area E staff recommended continuing a relationship with Gruber and Associates to assist with maintaining new financial internal controls that were implemented, as well as provide financial guidance as needed. For FY 2017-18, Gruber will perform monthly account reconciliations and accruals and assist Area E in preparing monthly and quarterly financial reports. Gruber recommended that

Renewal of Agreement for Financial Consulting Services Area E General Board Meeting April 19, 2017

an audit for Area E be conducted in FY 2017-18 to ensure seamless integration of the new financial system. Area E staff recommends extending the Agreement between Area E and Gruber and Associates for financial and accounting management consulting services for Fiscal Year 2017-18. Upon inquiry, Gruber proposed a rate of $500.00 monthly, not to exceed $6,000. The Area E Executive Committee reviewed the proposal submitted by Gruber and supported the recommended agreement.

Attachment A: Draft Professional Services Agreement between Area E and Gruber. Attachment B: Work performed in Fiscal Year 2016-17 and proposed scope of work. RECOMMENDED ACTION It is recommended that Area E General Board authorize the Area E Chair to extend an Agreement with Area E and David L. Gruber and Associates, Inc. for ongoing oversight and maintenance of financial services and internal controls in an amount not to exceed $6,000.

2

ATTACHMENT A

1

AGREEMENT BETWEEN AREA E DISASTER MANAGEMENT AND DAVID L. GRUBER AND ASSOCIATES, INC.

This Agreement (the “Agreement”) is made and entered into on this 1st day of July, 2017, by and between the Area E Civil Defense and Disaster Board (AREA E), a Joint Powers Authority, hereinafter referred to as AREA E, and David L. Gruber and Associates, Inc. (Gruber and Associates), a Certified Public Accounting (CPA) firm, hereinafter referred to as CONTRACTOR. R E C I T A L S:

WHEREAS AREA E desires to obtain various financial consulting services from a qualified expert; and

WHEREAS the CONTRACTOR is a qualified expert in financial and accounting management for small businesses;

NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows:

1. Recitals. The foregoing recitals are true and correct and are a part of this Agreement.

2. Term. Unless sooner terminated as provided herein, the term of this Agreement shall expire at the end of each Fiscal Year, or every June 30. This CONTRACT may be extended annually upon mutual written consent of the parties.

3. Scope of Work. The CONTRACTOR shall provide financial and accounting management, ensure proper recording of financial activities, perform compliance reporting as required by the State Controller’s Office, provide training for AREA E staff, create internal control processes and provide guidance to AREA E on accounting issues as they arise, and perform duties as described in Attachment B Scope of Work attached hereto and incorporated by reference herein. Upon satisfactory completion of the work, delivery of all deliverables, including all records retention schedules, to AREA E, and AREA E’s final payment therefor, CONTRACTOR shall be deemed to have granted to AREA E a perpetual license to use any and all such deliverables at no further cost, subject only to the limitations expressly stated herein.

4. Fees. Fees for services performed as described in Scope of Work will be

billed at a monthly rate of $500.00, as specified in Attachment B. The completion of work, delivery of all deliverables, including all records retention schedules, pursuant to this Agreement, shall not exceed a total cost of $6,000.

5. Obligations of the CONTRACTOR.

A. CONTRACTOR shall perform as required by this Agreement.

CONTRACTOR also warrants on behalf of itself and all subcontractors engaged for the performance of this Agreement that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.

B. CONTRACTOR shall obey all Federal, State, local, and special district laws, ordinances, and regulations. The work produced by the CONTRACTOR shall be in

ATTACHMENT A

2

compliance with current Federal, State, local, and special district laws, ordinances, and regulations.

C. All subcontractors, if utilized, shall be approved in writing in advance by AREA E. All subcontractors used shall be mutually agreeable to both the CONTRACTOR and AREA E.

D. CONTRACTOR warrants that any and all retention schedules

provided to AREA E pursuant to this Agreement, shall be in compliance with all applicable State and federal laws governing retention of municipal records including, but not limited to, the provisions of California Government Code Section 34090, et seq.

E. CONTRACTOR shall maintain Insurance acceptable to AREA E.

(1) Worker’s Compensation. During the term of this Agreement, CONTRACTOR

shall fully comply with California laws concerning the provision of worker’s compensation. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability CONTRACTOR may have for worker’s compensation.

(2) Automobile Liability. During the term of this Agreement, CONTRACTOR shall furnish an automobile liability policy covering any and all automobiles used by CONTRACTOR, that is primary insurance as respect to AREA E, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by AREA E, its officers, officials, employees or volunteers shall apply excess of, and not contribute with, CONTRACTOR’S insurance.

(3) Professional Liability or Errors and Omissions. During the term of this Agreement CONTRACTOR shall maintain Professional Liability or Errors and Omissions coverage providing protection against liability arising out of CONTRACTOR’s negligence in the performance of professional services hereunder, in the amount of not less than $1,000,000 per occurrence.

(4) Certificates of Insurance. CONTRACTOR shall file with AREA E within five (5)

business days upon the execution of this agreement, certificates of insurance, together with required endorsement(s), which shall provide that no cancellation, major change in coverage, expiration, or no renewal will be made during the term of this agreement, without thirty (30) days written notice to the AREA E prior to the effective date of such cancellation, or change in coverage. The errors and omissions and automobile liability policies shall be endorsed to name AREA E, its elected officials, officers, employees and volunteers as additional insureds, and to waive the right of subrogation. Any deductibles shall be disclosed in writing to AREA E prior to commencing performance.

6. Obligations of AREA E.

A. AREA E shall be obligated to pay CONTRACTOR fees as outlined

in Attachment B Scope of Work upon delivery of work in compliance with this Agreement, and submission of invoices. Invoices shall be submitted to AREA E upon delivery of the CONTRACTOR’s work (progress payments). No payment shall be made in advance of performance of the work to which the invoice applies.

B. Use of Records/Electronic Files. AREA E recognizes that

CONTRACTOR has made significant investments in its pre-existing intellectual properties and holds registered copyrights. Therefore:

ATTACHMENT A

3

(1) California Public Records Act and Freedom of Information Act. Nothing herein shall prevent the AREA E from legally complying with the Public Records Act and Freedom of Information Act. To the extent the AREA E receives a public records request to disclose Contractor Materials (defined as Records Retention Schedules provided by CONTRACTOR) pursuant to the Public Records Act or the Freedom of Information Act, AREA E shall advise CONTRACTOR as soon as is practical of such request (via e-mail) prior to disclosing any CONTRACTOR Materials.

(2) Internal Purposes. AREA E shall use the CONTRACTOR Materials for its “Internal Purposes” only. “Internal Purposes” shall exclude any and all commercial applications or uses in connection with or for the benefit of AREA E’s vendors and/or third parties without CONTRACTOR’S express, prior written consent;

(3) Non-Disclosure. In no event shall the CONTRACTOR Materials be

disclosed, made available to, or used for the benefit of any third party; sold, assigned, leased or otherwise disposed of; or commercially exploited or marketed in any way, with or without charge, by AREA E or any of AREA E’s employees or agents, provided, however, that subject to the California Public Records Act, AREA E shall have the right to disclose the CONTRACTOR’S Materials, to the extent minimally necessary, pursuant to a valid public records request;

(4) Proprietary Markings. AREA E shall not remove or modify any copyright

notices, proprietary markings, or copying restrictions, placed upon or contained within the CONTRACTOR Materials to any copies of the CONTRACTOR Materials permitted hereunder;

(5) Internet Publication. Without CONTRACTOR’S express, prior written

consent, AREA E shall not publish, post or transmit the CONTRACTOR Materials on or through any internet, website, or otherwise publish or disseminate or distribute any CONTRACTOR Materials. The single exception to this restriction is during the Area E General Board adoption process, CONTRACTOR Materials may be published on the Internet as part of an agenda packet, but, to the extent permitted by law, the CONTRACTOR Materials shall be removed from publication the day following the adoption of the CONTRACTOR Materials. A notice advising the public to contact the AREA E to submit a public records act request to obtain a copy of CONTRACTOR Materials can be inserted as an attachment to a resolution or other document.

(6) Modification. AREA E shall have the right to modify the CONTRACTOR

Materials solely for AREA E’s Internal Purposes. AREA E agrees that any works such created are derivative works of the CONTRACTOR Materials within the meaning of the U.S. Copyright Act, and, as such, are included within the definition of "Contractor Materials."

(7) Reservation of Rights. Nothing in this Agreement shall be deemed to grant,

directly or by implication, estoppel or otherwise, any right or license with respect to any process, methods, or other intellectual property rights CONTRACTOR or AREA E may own or control prior to the date of this Agreement, and CONTRACTOR and AREA E retain all right, title and interests in and to such of each of its own process, methods, and other intellectual property rights.

(8) Ownership. AREA E acknowledges and agrees that as between AREA E and

CONTRACTOR, CONTRACTOR represents that Contractor exclusively owns and retains all right, title and interest (including, without limitation, all patent rights,

ATTACHMENT A

4

copyrights, trademarks, trade secrets and other intellectual property rights), in and to all CONTRACTOR Materials and any portion thereof.

7. Audit. AREA E shall have the option of inspecting and/or auditing all

records and other written materials used by CONTRACTOR in preparing its statements to AREA E as a condition precedent to any payment to CONTRACTOR.

8. Records. CONTRACTOR shall maintain adequate records to permit

inspection audit of CONTRACTOR’s charges under this Agreement. CONTRACTOR shall provide AREA E access to such records for approval, funding, or auditing the project, during normal business hours upon reasonable notice, the reasonable cost of which shall be borne by AREA E. Nothing herein shall convert such records into public records and they will be available only to AREA E for approval, funding, or audit functions. Such records shall be maintained by CONTRACTOR for three (3) years following completion of the work under this Agreement.

9. Tax Withholding CONTRACTOR acknowledges and recognized that it

shall complete and return to AREA E an IRS Form 1099 and related tax statements, and shall be required by law to file corporate and/or individual tax returns, and to pay said taxes pursuant to all provisions of applicable Federal, State and Local laws. CONTRACTOR herein pledges and agrees to indemnify AREA E for any damages or expenses, including any related attorney's fees, and legal expenses incurred by AREA E as a result of CONTRACTOR’s failure to make such required payments. CONTRACTOR shall provide proof of required tax payments upon the AREA E’s reasonable request.

10. Hold Harmless and Indemnification. To the extent permitted by law,

CONTACTOR shall indemnify, defend, and hold the AREA E, its officers, employees, agents and volunteers harmless from and against any and all liability, loss, damage, and causes of action (including payment of AREA E’s actual attorneys fees and costs) arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state or municipal law or ordinance, including any claim that any retention period set forth in any retention schedule provided by CONTRACTOR violates any State or federal law, expense, and costs arising out of or connected with the performance of work by CONTACTOR, its officers, employees, agents, volunteers, and subcontractors, under this Agreement, except for any such claim that is the result of the negligence or willful misconduct of AREA E, its officers, employees, agents or volunteers. CONTRACTOR further shall indemnify, defend and hold AREA E harmless with respect to any and all claims that AREA E’s use or possession of any or all of CONTRACTOR’s Materials violates any proprietary or intellectual property right. In the event AREA E is prevented from using any of the CONTRACTOR’s Materials due to any such claim of infringement, CONTRACTOR shall either obtain a perpetual license at CONTRACTOR’s expense allowing AREA E’s full use of CONTRACTOR’s Materials as provided herein, or CONTRACTOR shall refund to AREA E all amounts paid pursuant to this Agreement, without pro-ration.

11. Amendments. Any amendment, modification, or variation from the terms

of this Agreement shall be in writing and shall be effective only upon mutual written approval by AREA E and CONTRACTOR.

12. Anti-Discrimination. In the performance of the terms of this Agreement, CONTRACTOR shall not engage in, nor permit subcontractors to engage in discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.

ATTACHMENT A

5

13. Termination. If, during the term of this Agreement, AREA E determines that CONTRACTOR is not faithfully abiding by any term or condition contained herein, AREA E may notify CONTRACTOR in writing of such defect or failure to perform. The notice must give to the CONTRACTOR a five (5) day period of time thereafter in which to perform said work or cure the deficiency. If CONTRACTOR has not performed the work or cured said deficiency within the five (5) days specified in the notice, such failure shall constitute a breach of this Agreement, and AREA E may terminate this Agreement immediately by written notice to CONTRACTOR to said effect. In addition, the parties agree that either party to this Agreement may, for any other reason terminate this Agreement by mailing a ten (10) day written notice of termination to the other party hereto. AREA E shall be liable to the CONTRACTOR only for those fees owed to the CONTRACTOR at the date either party receives said notice of termination.

14. Delivery of Reports in Case of Termination. If this Agreement is

terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by AREA E, the CONTRACTOR shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to AREA E all of its preparation and work on documents which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all other data and materials of whatever type that have been gathered by the CONTRACTOR, and contemplated to be used or actually used, in the preparation of the Records Management Program including any of the retention schedules required to be provided by CONTRACTOR.

15. Complete Agreement. This Agreement shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties hereto. 16. Independent Contractor. It is expressly understood between the parties to this Agreement that no employee/employer relationship is intended; CONTRACTOR is an independent contractor. Except as AREA E may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of AREA E in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement, to bind AREA E to any obligation whatsoever. 17. Time of Performance. Time is of the essence in this Agreement.

18. Conflict of Interest. Neither CONTRACTOR nor any employees, agents

or subcontractors of CONTRACTOR who will be assigned to this project, to the best of CONTRACTOR'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this Agreement. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, AREA E may terminate the Agreement immediately for non-performance pursuant to Section 12 herein.

In accordance with California Government Code Section 87306, CONTRACTOR shall provide, if requested by AREA E, a Conflict of Interest Statement, Form 700 no later than 30 days after execution of this Agreement, and annually thereafter prior to April 1st of each year for the duration of the Agreement. Failure to file any of the required statements will result in withholding payment for services rendered.

ATTACHMENT A

6

19. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without said consent shall be void.

20. Authority to Execute Agreement. Both AREA E and CONTRACTOR do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute contracts for such party.

21. Notices. All written notices required by, or related to this Agreement shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this Agreement shall refuse to accept such mail; the parties to this Agreement shall promptly inform the other party of any change of address. All notices required by this Agreement are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this Agreement is as follows:

CLIENT Area E Disaster Management 13700 La Mirada Blvd. La Mirada, CA 90638 Attention: Jennifer Cerda, Administrative Manager Contractor Mr. Matthew Lenton, CPA Gruber and Associates 15151 Springdale Street Huntington Beach, CA 92649

22. Attorneys Fees. The prevailing party in any legal action brought for breach, or to enforce any provision of this Agreement, shall be entitled to receive reasonable attorneys’ fees and costs of suit.

23. Venue. Venue for any litigation arising out of this Agreement shall

be the Superior Court of the County of Los Angeles, California.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. Area E Disaster Management, a Joint Powers Authority By:__________________________________ Stacy Barnes, Area E JPA Chairwoman Contractor: By:________________________________

Matthew Lenton, Certified Public Accountant, Gruber and Associates

[Type here] ATTACHMENT B

438 Old Newport Blvd – Newport Beach, CA 92663

Phone (949) 346-2900 – Fax (714) 901-0024 – www.gruber-inc.com

March 30, 2017

Jennifer Cerda

Administrative Manager

Area E Disaster Management Office La Mirada, California

FINANCIAL CONSULTING AGREEMENT

Thank you for the opportunity to provide financial consulting services to the Area E Disaster

Management Office. We have prepared this proposal to document an understanding between us

as to the scope of work that David L. Gruber and Associates, Inc. (Gruber and Associates) will

perform as well as your investment in the services with this Agreement. We look forward

working with you and your staff. To ensure we are aligned, this Agreement defines the services

we will perform for you as well as your responsibilities under this Agreement.

PROJECT SUMMARY

The overall goal of this consulting project is to provide Area E Disaster Management

Office monthly accounting assistance, review of monthly reconciliations and journal

entries, and monitoring of internal controls.

OBJECTIVES

Review monthly bank reconciliations done by Administrative Manager.

Review of monthly journal entries entered into accounting system by Administrative

Manager.

Provide an overall review of financials and related transactions for enhanced internal

controls over financial reporting due to limited staffing of Area E.

Assist with external auditors should Area E proceed with such examination.

Ensure grant billings are properly recoded in the accounting system.

Assist with entries related to dues income billed, deferred, and recognized in appropriate

fiscal years.

[Type here] ATTACHMENT B

March 30, 2017

Jennifer Cerda

Administrative Manager

Page 2

ACHIEVEMENTS

Accounting system implemented and transactions recorded in accordance with Generally

Accepted Accounting Principles.

Area E annual budget integrated into accounting system for effective financial reporting

and management.

Addressed issues addressed within the performance audit over internal controls and

financial reporting, dated January 12, 2015.

MANAGEMENT RESPONSIBILITIES

You are responsible for making all management decisions and performing all management

functions; for designating an individual with suitable skill, knowledge, or experience to oversee

our services; and for evaluating the adequacy and results of those services and accepting

responsibility for them.

You are also responsible for providing us with (a) access to all information of which you are

aware that is relevant to the preparation and fair presentation of the financial statements, (b)

additional information that we may request for the purpose of the engagement, and (c)

unrestricted access to persons within the Organization from whom we determine it necessary to

obtain our engagement objectives.

Your responsibilities include informing us of your knowledge of any allegations of fraud or

suspected fraud affecting the Organization received in communications from employees, former

employees, regulators, or others.

PRICE

Fees for services rendered to Area E Disaster Management Office from Gruber and Associates

will be based on a fixed rate of $500.00 per month.

It is understood that either party may terminate this Agreement at any time, for any reason,

within 30 days by written notice to the other party. It is understood that any unpaid services that

are outstanding at the date of termination are to be paid in full within 30 days from the date of

termination.

[Type here] ATTACHMENT B

March 30, 2017

Jennifer Cerda

Administrative Manager

Page 3

If you agree that the above adequately sets forth Area E Disaster Management Office’s

understanding of our mutual responsibilities, please authorize this Agreement and return it to our

office.

* * * * * * * * * *

Again, we would like to take this opportunity to express our appreciation for the opportunity to

service you. If you have any questions regarding our services please contact me and we can

discuss that as well.

We look forward to the opportunity to work with you and your team at the Area E Disaster

Management Office.

Very truly yours, DAVID L. GRUBER AND ASSOCIATES

Ron Lopez Ron Lopez, C.P.A., Partner (Vice President)

BY: ____________________________________________ Date: ______________________

NEW BUSINESS April 19, 2017

AGENDA REPORT

Area E Disaster Management Joint Power Authority

General Board

To: Area E General Board From: Jennifer Cerda, Area E Administrative Manager Subject: Renewal of Professional Services Agreement between Area E Disaster Management and Sharon Greth for Human Resources, Payroll, and Benefits Management Services BACKGROUND In FY 2016-17, Area E Disaster Management (Area E) renewed a Professional Services Agreement with independent contractor Sharon Greth for human resources, payroll, and benefits management services. The Agreement with Ms. Greth provided human resources functions, payroll reporting, monitoring of health benefits, and maintenance of CalPERS. Prior to Ms. Greth’s services, human resources functions, payroll, and benefits reporting had been handled by Area E Executive Committee members. The work performed by Ms. Greth in Fiscal Year 2016-17 cost approximately $6,000. The agreement is set to expire on June 30, 2017. FINDINGS Ms. Greth has provided Area E with proper recording and maintenance of CalPERS benefits, maintenance of payroll and payroll services with ADP Payroll Services, Inc. She audited Area E personnel and medical files, furnished pertinent human resources forms for employees, and ensured all labor law postings were in compliance as required by the State of California. An overview of completed objectives as outlined in the scope of work is provided (Attachment B). At its meeting on April 6, 2017, the Area E Executive Committee discussed renewing the Agreement between Area E and Ms. Greth for ongoing maintenance of CalPERS retiree and employee benefits, maintenance of payroll for Area E staff, and human resources services.

Area E staff recommends extending the Agreement between Area E and Sharon Greth for human resources, payroll, and benefits management services for Fiscal Year 2017-18. Upon inquiry, Ms. Greth proposed a rate of $200.00 per pay period, not to exceed $5,200.

Renewal of Agreement for Human Resources Consulting Services Area E General Board Meeting April 19, 2017

The Area E Executive Committee reviewed the proposal submitted by Sharon Greth and supported the recommended agreement. Attachment A: Draft Professional Services Agreement between Area E and Human Resources Consultant Sharon Greth. Attachment B: Work performed in Fiscal Year 2016-17 and proposed scope of work. RECOMMENDED ACTION It is recommended that the Area E General Board authorize the Area E Chair to extend the Professional Services Agreement with independent contractor Sharon Greth for Human Resources, Payroll, and Benefits Management Services in an amount not to exceed $5,200.

2

ATTACHMENT A

1

AGREEMENT BETWEEN AREA E DISASTER MANAGEMENT

AND SHARON GRETH FOR HUMAN RESOURCES, PAYROLL, AND BENEFITS MANAGEMENT SERVICES

This Agreement (the “Agreement”) is made and entered into on this 1st day of July, 2017, by and between the Area E Civil Defense and Disaster Board (AREA E), a Joint Powers Authority, hereinafter referred to as AREA E, and Sharon Greth, an independent contractor, hereinafter referred to as CONTRACTOR. R E C I T A L S:

WHEREAS AREA E desires to obtain various human resources, payroll, and benefit management services from a qualified expert; and

WHEREAS the CONTRACTOR is a qualified expert in human resources, payroll, and benefits management for small businesses;

NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows:

1. Recitals. The foregoing recitals are true and correct and are a part of this Agreement.

2. Term. Unless sooner terminated as provided herein, the term of this Agreement shall expire at the end of each Fiscal Year, or every June 30. This CONTRACT may be extended annually upon mutual written consent of the parties.

3. Scope of Work. The CONTRACTOR shall provide human resources, payroll, and benefits management services as described in Attachment B, Scope of Work attached hereto and incorporated by reference herein. Upon satisfactory completion of the work, delivery of all deliverables, including all records retention schedules, to AREA E, and AREA E’s final payment therefor, CONTRACTOR shall be deemed to have granted to AREA E a perpetual license to use any and all such deliverables at no further cost, subject only to the limitations expressly stated herein.

4. Fees. Fees for services performed as described in Scope of Work will be

billed at a rate of $200.00 per pay period, as specified in Attachment B. The completion of work, delivery of all deliverables, including all records retention schedules, pursuant to this Agreement, shall not exceed a total cost of $5,200.

5. Obligations of the CONTRACTOR.

A. CONTRACTOR shall perform as required by this Agreement.

CONTRACTOR also warrants on behalf of itself and all subcontractors engaged for the performance of this Agreement that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.

B. CONTRACTOR shall obey all Federal, State, local, and special

district laws, ordinances, and regulations. The work produced by the CONTRACTOR shall be in

ATTACHMENT A

2

compliance with current Federal, State, local, and special district laws, ordinances, and regulations.

C. All subcontractors, if utilized, shall be approved in writing in advance by AREA E. All subcontractors used shall be mutually agreeable to both the CONTRACTOR and AREA E.

D. CONTRACTOR warrants that any and all retention schedules

provided to AREA E pursuant to this Agreement, shall be in compliance with all applicable State and federal laws governing retention of municipal records including, but not limited to, the provisions of California Government Code Section 34090, et seq.

E. CONTRACTOR shall maintain Insurance acceptable to AREA E.

(1) Automobile Liability. During the term of this Agreement, CONTRACTOR shall furnish an automobile liability policy covering any and all automobiles used by CONTRACTOR, that is primary insurance as respect to AREA E, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by AREA E, its officers, officials, employees or volunteers shall apply excess of, and not contribute with, CONTRACTOR’S insurance.

(2) Professional Liability. During the term of this Agreement CONTRACTOR shall maintain professional liability insurance providing protection against liability arising out of CONTRACTOR’s negligence in the performance of professional services hereunder, in the amount of not less than $1,000,000 per occurrence. (3) The professional and automobile liability policies shall be endorsed to name AREA E, its elected officials, officers, employees and volunteers as additional insureds, and to waive the right of subrogation. Any deductibles shall be disclosed in writing to AREA E prior to commencing performance.

(4) Certificates of Insurance. CONTRACTOR shall file with AREA E upon the

execution of this agreement, certificates of insurance, together with required endorsement(s), which shall provide that no cancellation, major change in coverage, expiration, or no renewal will be made during the term of this agreement, without thirty (30) days written notice to the AREA E prior to the effective date of such cancellation, or change in coverage.

6. Obligations of AREA E.

A. AREA E shall be obligated to pay CONTRACTOR fees as outlined

in Attachment B upon delivery of work in compliance with this Agreement, and submission of invoices. Invoices shall be submitted to AREA E upon delivery of the CONTRACTOR’s work (progress payments) as on a bi-weekly schedule. No payment shall be made in advance of performance of the work to which the invoice applies.

B. Use of Records/Electronic Files. AREA E recognizes that

CONTRACTOR has made significant investments in its pre-existing intellectual properties and holds registered copyrights. Therefore:

(1) California Public Records Act and Freedom of Information Act. Nothing

herein shall prevent the AREA E from legally complying with the Public Records Act and Freedom of Information Act. To the extent the AREA E receives a public records

ATTACHMENT A

3

request to disclose Contractor Materials (defined as Records Retention Schedules provided by CONTRACTOR) pursuant to the Public Records Act or the Freedom of Information Act, AREA E shall advise CONTRACTOR as soon as is practical of such request (via e-mail) prior to disclosing any CONTRACTOR Materials.

(2) Internal Purposes. AREA E shall use the CONTRACTOR Materials for its “Internal Purposes” only. “Internal Purposes” shall exclude any and all commercial applications or uses in connection with or for the benefit of AREA E’s vendors and/or third parties without CONTRACTOR’S express, prior written consent;

(3) Non-Disclosure. In no event shall the CONTRACTOR Materials be

disclosed, made available to, or used for the benefit of any third party; sold, assigned, leased or otherwise disposed of; or commercially exploited or marketed in any way, with or without charge, by AREA E or any of AREA E’s employees or agents, provided, however, that subject to the California Public Records Act, AREA E shall have the right to disclose the CONTRACTOR’S Materials, to the extent minimally necessary, pursuant to a valid public records request;

(4) Proprietary Markings. AREA E shall not remove or modify any copyright

notices, proprietary markings, or copying restrictions, placed upon or contained within the CONTRACTOR Materials to any copies of the CONTRACTOR Materials permitted hereunder;

(5) Internet Publication. Without CONTRACTOR’S express, prior written

consent, AREA E shall not publish, post or transmit the CONTRACTOR Materials on or through any internet, website, or otherwise publish or disseminate or distribute any CONTRACTOR Materials. The single exception to this restriction is during the Area E General Board adoption process, CONTRACTOR Materials may be published on the Internet as part of an agenda packet, but, to the extent permitted by law, the CONTRACTOR Materials shall be removed from publication the day following the adoption of the CONTRACTOR Materials. A notice advising the public to contact the AREA E to submit a public records act request to obtain a copy of CONTRACTOR Materials can be inserted as an attachment to a resolution or other document.

(6) Modification. AREA E shall have the right to modify the CONTRACTOR

Materials solely for AREA E’s Internal Purposes. AREA E agrees that any works such created are derivative works of the CONTRACTOR Materials within the meaning of the U.S. Copyright Act, and, as such, are included within the definition of "Contractor Materials."

(7) Reservation of Rights. Nothing in this Agreement shall be deemed to grant,

directly or by implication, estoppel or otherwise, any right or license with respect to any process, methods, or other intellectual property rights CONTRACTOR or AREA E may own or control prior to the date of this Agreement, and CONTRACTOR and AREA E retain all right, title and interests in and to such of each of its own process, methods, and other intellectual property rights.

(8) Ownership. AREA E acknowledges and agrees that as between AREA E and

CONTRACTOR, CONTRACTOR represents that Contractor exclusively owns and retains all right, title and interest (including, without limitation, all patent rights, copyrights, trademarks, trade secrets and other intellectual property rights), in and to all CONTRACTOR Materials and any portion thereof.

ATTACHMENT A

4

7. Audit. AREA E shall have the option of inspecting and/or auditing all records and other written materials used by CONTRACTOR in preparing its statements to AREA E as a condition precedent to any payment to CONTRACTOR.

8. Records. CONTRACTOR shall maintain adequate records to permit

inspection audit of CONTRACTOR’s charges under this Agreement. CONTRACTOR shall provide AREA E access to such records for approval, funding, or auditing the project, during normal business hours upon reasonable notice, the reasonable cost of which shall be borne by AREA E. Nothing herein shall convert such records into public records and they will be available only to AREA E for approval, funding, or audit functions. Such records shall be maintained by CONTRACTOR for three (3) years following completion of the work under this Agreement.

9. Tax Withholding CONTRACTOR acknowledges and recognized that it

shall complete and return to AREA E an IRS Form 1099 and related tax statements, and shall be required by law to file corporate and/or individual tax returns, and to pay said taxes pursuant to all provisions of applicable Federal, State and Local laws. CONTRACTOR herein pledges and agrees to indemnify AREA E for any damages or expenses, including any related attorney's fees, and legal expenses incurred by AREA E as a result of CONTRACTOR’s failure to make such required payments. CONTRACTOR shall provide proof of required tax payments upon the AREA E’s reasonable request.

10. Hold Harmless and Indemnification. To the extent permitted by law,

CONTACTOR shall indemnify, defend, and hold the AREA E, its officers, employees, agents and volunteers harmless from and against any and all liability, loss, damage, and causes of action (including payment of AREA E’s actual attorneys fees and costs) arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state or municipal law or ordinance, including any claim that any retention period set forth in any retention schedule provided by CONTRACTOR violates any State or federal law, expense, and costs arising out of or connected with the performance of work by CONTACTOR, its officers, employees, agents, volunteers, and subcontractors, under this Agreement, except for any such claim that is the result of the negligence or willful misconduct of AREA E, its officers, employees, agents or volunteers. CONTRACTOR further shall indemnify, defend and hold AREA E harmless with respect to any and all claims that AREA E’s use or possession of any or all of CONTRACTOR’s Materials violates any proprietary or intellectual property right. In the event AREA E is prevented from using any of the CONTRACTOR’s Materials due to any such claim of infringement, CONTRACTOR shall either obtain a perpetual license at CONTRACTOR’s expense allowing AREA E’s full use of CONTRACTOR’s Materials as provided herein, or CONTRACTOR shall refund to AREA E all amounts paid pursuant to this Agreement, without pro-ration.

11. Amendments. Any amendment, modification, or variation from the terms

of this Agreement shall be in writing and shall be effective only upon mutual written approval by AREA E and CONTRACTOR.

12. Anti-Discrimination. In the performance of the terms of this Agreement, CONTRACTOR shall not engage in, nor permit subcontractors to engage in discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.

13. Termination. If, during the term of this Agreement, AREA E determines that CONTRACTOR is not faithfully abiding by any term or condition contained herein, AREA E

ATTACHMENT A

5

may notify CONTRACTOR in writing of such defect or failure to perform. The notice must give to the CONTRACTOR a five (5) day period of time thereafter in which to perform said work or cure the deficiency. If CONTRACTOR has not performed the work or cured said deficiency within the five (5) days specified in the notice, such failure shall constitute a breach of this Agreement, and AREA E may terminate this Agreement immediately by written notice to CONTRACTOR to said effect. In addition, the parties agree that either party to this Agreement may, for any other reason terminate this Agreement by mailing a ten (10) day written notice of termination to the other party hereto. AREA E shall be liable to the CONTRACTOR only for those fees owed to the CONTRACTOR at the date either party receives said notice of termination.

14. Delivery of Reports in Case of Termination. If this Agreement is

terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by AREA E, the CONTRACTOR shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to AREA E all of its preparation and work on documents which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all other data and materials of whatever type that have been gathered by the CONTRACTOR, and contemplated to be used or actually used, in the preparation of the Records Management Program including any of the retention schedules required to be provided by CONTRACTOR.

15. Complete Agreement. This Agreement shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties hereto. 16. Independent Contractor. It is expressly understood between the parties to this Agreement that no employee/employer relationship is intended; CONTRACTOR is an independent contractor. Except as AREA E may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of AREA E in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement, to bind AREA E to any obligation whatsoever. 17. Time of Performance. Time is of the essence in this Agreement.

18. Conflict of Interest. Neither CONTRACTOR nor any employees, agents

or subcontractors of CONTRACTOR who will be assigned to this project, to the best of CONTRACTOR'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this Agreement. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, AREA E may terminate the Agreement immediately for non-performance pursuant to Section 12 herein.

In accordance with California Government Code Section 87306, CONTRACTOR shall provide, if requested by AREA E, a Conflict of Interest Statement, Form 700 no later than 30 days after execution of this Agreement, and annually thereafter prior to April 1st of each year for the duration of the Agreement. Failure to file any of the required statements will result in withholding payment for services rendered.

19. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that

ATTACHMENT A

6

no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without said consent shall be void.

20. Authority to Execute Agreement. Both AREA E and CONTRACTOR do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute contracts for such party.

21. Notices. All written notices required by, or related to this Agreement shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this Agreement shall refuse to accept such mail; the parties to this Agreement shall promptly inform the other party of any change of address. All notices required by this Agreement are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this Agreement is as follows:

CLIENT Area E Disaster Management 13700 La Mirada Blvd. La Mirada, CA 90638 Attention: Jennifer Cerda, Administrative Manager Contractor Sharon Greth 28261 Sorrento #135 Laguna Niguel, CA 92677

22. Attorneys Fees. The prevailing party in any legal action brought for breach, or to enforce any provision of this Agreement, shall be entitled to receive reasonable attorneys’ fees and costs of suit.

23. Venue. Venue for any litigation arising out of this Agreement shall

be the Superior Court of the County of Los Angeles, California.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. Area E Disaster Management, a Joint Powers Authority By:__________________________________ Stacy Barnes, Area E JPA Chairwoman Contractor: By:________________________________ Sharon Greth, Human Resources Consultant