Agenda, closed session — Adelanto City Council, March 29, 2022

AGENDA

SPECIAL MEETING

OF THE ADELANTO CITY COUNCIL,

ADELANTO PUBLIC FINANCING AUTHORITY,

ADELANTO PUBLIC UTILITY AUTHORITY,

ADELANTO COMMUNITY BENEFIT CORPORATION,

AND THE SUCCESSOR AGENCY BOARD
March 29, 2022

City Council
Gabriel Reyes, Mayor
Daniel Ramos, Mayor Pro Tem
Stevevonna Evans, Councilor
Joy Jeannette, Councilor
Keron Jones, Councilor
City Manager
Jessie Flores
City Attorney
Marc Tran
Meetings held:
2 nd & 4th Wednesday
Adelanto Governmental Center
City Council Chambers
11600 Air Expressway, Adelanto
Closed Session: 10:00 a.m.

Open Session: Thereafter
Until further notice, only Council members and essential staff are allowed to be physically present inside Council Chambers, and will be seated the recommended distance from each other. Public participation is solely via call-in or via written correspondence. TO PARTICIPATE, please call, email, or send mail to the contact info provided below/on the City Council Agenda.

On March 4, 2020, Governor Newsom proclaimed a State of Emergency in California as a result of the threat of COVID-19. On September 16, 2021, Governor Newsom signed Assembly Bill 361 (“AB 361”), which was effective immediately and amends Government Code § 54953 to allow a local legislative body to hold public meetings via teleconferencing and to make public meetings accessible telephonically or otherwise electronically to all members of the public seeking to observe and to address the local legislative body. Pursuant to AB 361, please be advised that members of the Adelanto City Council may participate in meetings telephonically.

Pursuant to AB 361, the public may view the meeting and participate in public comment remotely as follows:
• All of our meetings are streamed live at
https://adelanto.granicus.com/ViewPublisher.php?view_id=1 and are also available for playback after the meeting.
• https://ci-adelanto-ca.webex.com/ci-adelantoca/j.php?MTID=m6789ef4ef319dec826fee6e6e3794482 Password: 7601
To Participate and Call in for public comments:

Please call 1-415-655-0001 along with conference code 2480 911 41837# Should you wish to speak on the item push *3, you will be placed in the que. *Please Note – This process will be a learning curve for all, please be patient. 1 SPECIAL MEETING
March 29, 2022
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us Submit written comments:

We encourage submittal of written comments supporting, opposing, or otherwise commenting on an agenda item, for distribution to the City Council prior to the meeting. Send emails to [email protected]; written correspondence may be sent to Brenda Lopez, 11600 Air Expressway Adelanto CA 92301.

Rules of Decorum
“Members of the Public are advised that all PAGERS, CELLULAR TELEPHONES and any OTHER COMMUNICATION DEVICES are to be turned off upon entering the City Council Chambers.” If you need to have a discussion with someone in the audience, kindly step out into the lobby. Under the Government Code, the City Council may regulate disruptive behavior that impedes the City Council Meeting.

Disruptive conduct may include, but is not limited to:
• Screaming or yelling during another audience member’s public comments period; • Profane language directed at individuals in the meeting room; • Throwing objects at other individuals in the meeting room; • Physical or verbal altercations with other individuals in the meeting room; and • Going beyond the allotted three-minute public comment period granted.

When a person’s or group’s conduct disrupts the meeting, the Mayor or presiding officer will request that the person or group stop the disruptive behavior, and WARN the person or group that they will be asked to leave the meeting room if the behavior continues.

If the person or group refuses to stop the disruptive behavior, the Mayor or presiding officer may order the person or group to leave the meeting room, and may request that those persons be escorted from the meeting room. Any person who, without authority of law, willfully disturbs or breaks up a City Council meeting is guilty of a misdemeanor. (Pen. Code, § 403.) It should also be noted that any person who WILLFULLY disturbs or breaks up the City Council meeting may be arrested for a misdemeanor offense. (Penal Code, § 403.)

MEMBERS OF THE PUBLIC WISHING TO ADDRESS THE CITY COUNCIL MEMBERS

ARE REQUIRED TO FILL OUT A SPEAKER REQUEST FORM AND PLACE IT IN THE TRAY ON THE PODIUM PRIOR TO MEETING. Thank you, Administrative Staff The City Council packet may be reviewed by the public at the reception counter in City Hall. Any writings or documents pertaining to an open session item, provided to a majority of the City Council Members within seventy-two (72) hours of a Regular Meeting and twenty-four (24) hours of a Special Meeting. Members of the public can view the agenda or download any staff reports in advance by accessing the City’s website at www.ci.adelanto.ca.us on the Thursday of the week before the scheduled meeting.

AMERICANS WITH DISABILITIES ACT: In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk at (760) 246-2300, ext. 11123, no later than seventy-two (72) hours prior to the meeting per 28 CFR 34.102.104.
2 SPECIAL MEETING
March 29, 2022
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us TIME: _____________
ROLL CALL: Councilor Evans ________
Councilor Jeannette ________
Councilor Jones ________
Mayor Pro Tem Ramos ________
Mayor Reyes ________
B. ANNOUNCEMENT OF CLOSED SESSION ITEMS

1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PURSUANT TO GOVERNMENT CODE SECTION 54956.8
Property: 12000 Stadium Way, Adelanto, CA 92301
City Negotiators: City Manager and City Attorney
Under Negotiation: Lease Terms
C. CONVENE INTO CLOSED SESSION
TIME: _____________

1. Motion to go into Closed Session.

M__________________S__________________ACTION_________________ D. CALL TO ORDER— SPECIAL MEETING
TIME: _____________
ROLL CALL: Councilor Evans ________
Councilor Jeannette ________
Councilor Jones ________
Mayor Pro Tem Ramos ________
Mayor Reyes ________
INVOCATION:

FLAG SALUTE: ______________________
A. CALL TO ORDER—CLOSED SESSION
3 SPECIAL MEETING
March 29, 2022
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us E. CLOSED SESSION REPORT
F. PUBLIC COMMUNICATIONS
This is the time and place for members of the public to comment on any matter within the jurisdiction of the City Council. Members of the public wishing to address the City Council Members on items not on the agenda can push *3 on their telephones to raise their hands. The City Clerk will call on you in the order received. You will be asked to un-mute - to do so you must push *6. Please state your name for the record. There is a time limit of three (3) minutes.

Members of the audience may address the City Council on non-agenda items; however, in accordance with Government Code section 54954.2, the City Council may not take action on an item not appearing on the agenda
G. NEW BUSINESS

PUBLIC COMMENT: OPEN: CLOSED:

1. FISCAL YEAR 2021/2022 BUDGET REPORT– (ANGEL/DERIK)
RECOMMENDATION:

It is recommended that the City Council: (1) receive and file this report and all its attachments; (2) adopt Resolution No. 22-14 approving the recommendations and associated budget adjustments contained in Attachment B;
It is recommended that the Adelanto Public Utility Authority Board: (1) receive and file this report and all its attachments; and (2) adopt Resolution No. 22-01 approving the recommendations and associated budget adjustments contained in Attachment C.

RESOLUTION NO 22-14

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ADELANTO

COUNTY OF SAN BERNARDINO CALIFORNIA AMENDING THE

BUDGET AND APPROPRIATING FUNDS FOR THE MUNICIPAL BUDGET FOR FISCAL YEAR 2021-2022
4 SPECIAL MEETING
March 29, 2022
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us AND
RESOLUTION NO. 22-01

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ADELANTO PUBLIC

UTILITY AUTHORITY AMENDING THE BUDGET AND APPROPRIATING FUNDS FOR THE AUTHORITY BUDGET FOR FISCAL YEAR 2021-2022 M__________________S__________________ACTION____________________ PUBLIC COMMENT: OPEN: CLOSED:

2. CONSIDERATION OF AMENDMENT NO.1 TO THE PROFESSIONAL CONSULTANT SERVICES AGREEMENT WITH THE TAIT GROUP INC. TO EXTEND THE CONTRACT TERM SIX MONTHS (SEPTEMBER 30, 2022) AND INCREASE COMPENSATION. – (ANGEL)
RECOMMENDATION: It is recommended that the City Council approve Amendment No. 1 to the Professional Consultant Services Agreement with The Tait Group Inc. to extend Section 3.1.2 Term on the attached Agreement for six (6) months with an increased compensation of Thirty Thousand Dollars ($30,000). The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000).

M__________________S__________________ACTION____________________ PUBLIC COMMENT: OPEN: CLOSED:

3. CONSIDERATION OF AMENDMENT NO.1 TO THE PROFESSIONAL CONSULTANT

SERVICES AGREEMENT WITH LOCAL EQUITY LLC TO EXTEND THE CONTRACT TERM FIVE MONTHS (AUGUST 31, 2022) AND INCREASE COMPENSATION. – (ANGEL) RECOMMENDATION: It is recommended that the City Council approve Amendment No. 1 to the Professional Consultant Services Agreement with Local Equity LLC to extend Section 3.1.2 Term on the attached Agreement for five (5) months with an increased compensation of Thirty Thousand Dollars ($30,000). The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000).

M__________________S__________________ACTION____________________ 5 SPECIAL MEETING
March 29, 2022
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us PUBLIC COMMENT: OPEN: CLOSED:

4. DISCUSSION OF TENANT PROPOSED AMENDMENT TO THE EXISTING LEASE

AGREEMENT FOR THE ADELANTO STADIUM & EVENT CENTER BY AND BETWEEN THE CITY OF ADELANTO AND STADIUM MANAGEMENT GROUP, LLC.– (ANGEL) RECOMMENDATION:

That the City Council:

1. Review the attached proposed amendment drafted by the Stadium Management Group, LLC for the Adelanto Stadium Event Center Lease Agreement by and between the City of Adelanto and Stadium Management Group, LLC; and

2. Provide staff with direction as to the next steps pertaining to the Tenant proposed amendment.

M__________________S__________________ACTION____________________ H. ADJOURNMENT
The next Regular Meeting of the City Council will be held on April 13, 2022 at 7:00 p.m.

TIME OUT: ______________
M__________________S__________________ACTION____________________

I, BRENDA LOPEZ, CITY CLERK OF THE CITY OF ADELANTO, OR MY DESIGNEE,

HEREBY CERTIFY THAT A TRUE, ACCURATE COPY OF THE FOREGOING AGENDA WAS POSTED ON MARCH 28, 2022, TWENTY-FOUR (24) HOURS PRIOR TO THE MEETING PER GOVERNMENT CODE 54954.2 IN THE GOVERNMENTAL CENTER’S DISPLAY CASE, 11600 AIR EXPRESSWAY, AND ADELANTO, CALIFORNIA.

Brenda Lopez, City Clerk, CMC
I . DECLARATION OF POSTING
6 SPECIAL MEETING
March 29, 2022
11600 Air Expressway • Adelanto, CA 92301 • (760) 246-2300 • www.ci.adelanto.ca.us

YOUR CITY GOVERNMENT
CHARTER CITY: Ratified by the electors of the City at an election on November 3, 1992. “A Charter City can do what the Charter permits it to do, so long as there is not direct violation of the State Constitution.”
CITY COUNCIL: The City Council is the legislative and policy-making body of the City. The City Council is composed of one elected Mayor and four Council Members, elected at large (to represent the entire City), to serve four (4) year, staggered terms.

CITY MANAGER: The City Manager is the chief executive officer responsible for the day-to-day administration of City affairs.

CITY COUNCIL MEETING: The regular meeting of your City Council is a vital part of the democratic process in the conduct of the City’s affairs. These meetings are open to the public and conducted by your elected representatives who are responsible, as a body, for the operation of Adelanto’s City government. The City Council appreciates your interest and urges citizen participation in government matters.

LEGISLATIVE TERMS
ORDINANCES: Ordinances are the means by which the City enacts its local laws. Unless an urgent situation exists, ordinances will first be presented at a City Council meeting as a “first reading.” At a subsequent City Council meeting, there will be a “second reading” and vote for or against adoption. Ordinances go into effect after a waiting period of thirty (30) days, in most cases, during which time the summary of the ordinance is published in a local newspaper approved for this purpose.

RESOLUTIONS: Resolutions and minute orders are the means by which the City Council formally adopts policies and/or approves specific actions. These go into effect upon adoption 7 Adelanto City Hall ~ 11600 Air Expressway, Adelanto, CA 92301 ~ (760) 246-2300 ~ Fax (442) 249-1121

SPECIAL MEETING

OF THE ADELANTO CITY COUNCIL

ADELANTO PUBLIC FINANCING AUTHORITY,

ADELANTO PUBLIC UTILITY AUTHORITY,

ADELANTO COMMUNITY BENEFIT CORPORATION,

AND THE SUCCESSOR AGENCY BOARD
MARCH 29, 2022
On March 4, 2020, Governor Newsom proclaimed a State of Emergency in California as a result of the threat of COVID-19. On September 16, 2021, Governor Newsom signed Assembly Bill 361 (“AB 361”), which was effective immediately and amends Government Code § 54953 to allow a local legislative body to hold public meetings via teleconferencing and to make public meetings accessible telephonically or otherwise electronically to all members of the public seeking to observe and to address the local legislative body. Pursuant to AB 361, please be advised that members of the Adelanto City Council may participate in meetings telephonically.

Participate via web-ex at https://ci-adelanto-ca.webex.com/ci-adelantoca/j.php?MTID=m6789ef4ef319dec826fee6e6e3794482 •
To Participate and Call in for public comments:

Please call 1-415-655-0001 along with conference code 248 911 41837# Should you wish to speak on the item push *3, you will be placed in the que. *Please Note – This process will be a learning curve for all, please be patient.

TIME TELECONFERENCE
Closed Session 10:00 A.M. To Participate and and Call in for public comments:

Open Session – Thereafter Please call 1-415-655-0001 along with conference code 248 911 41837#
Should you wish to speak on the item push *3, you
will be placed in the que. *

Brenda Lopez, City Clerk, CMC
DATED: March 28, 2022
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CITY COUNCIL AGENDA REPORT
DATE: March 29, 2022
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Angel Castellanos, Director of Finance
SUBJECT: CONSIDERATION OF AMENDMENT NO.1 TO THE PROFESSIONAL CONSULTANT SERVICES AGREEMENT WITH THE TAIT GROUP INC. TO EXTEND THE CONTRACT TERM SIX MONTHS (SEPTEMBER 30, 2022) AND INCREASE COMPENSATION.

STAFF RECOMMENDATION:

It is recommended that the City Council approve Amendment No. 1 to the Professional Consultant Services Agreement with The Tait Group Inc. to extend Section 3.1.2 Term on the attached Agreement for six (6) months with an increased compensation of Thirty Thousand Dollars ($30,000). The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000).

BACKGROUND:

On September 22, 2021, the City Manager entered into a Professional Consultant Services Agreement (“Agreement”) with The Tait Group Inc. to provide professional transportation consulting and project advocacy services through March 31, 2022, with the ability to authorize extra work where needed, for the amount not-to-exceed Thirty Thousand Dollars ($30,000). The approved contract provided that The Tait Group Inc. would perform the following services:

TRANSPORTATION CONSULTING AND PROJECT ADVOCACY SERVICES:
➢ The Tait Group, Inc. (“TTG”) provides the City of Adelanto (“City”) various services related to Caltrans (CT) coordination and advocacy efforts. TTG provides the City team assistance with all Caltrans coordination related to progressing the City’s project and priorities along US 395. TTG performs consulting, strategic coordination, and advocacy services to facilitate and expedite the processes involved. The City’s projects and priorities include:
▪ 395/Lawson intersection – Preliminary efforts to develop a City game plan to implement a new signalized intersection.
▪ 395/Cortez access – Initiate efforts with CT to pursue decertification of access control along southbound US 395 to allow for a future right in/out public road connection. ▪ 395/Stadium access – support City and Developer efforts with CT to pursue a new right in/out private driveway leading to the parking lot gas station. 24 ▪ 395/Senica access – support City and Best Western efforts with CT to pursue a new right in/out private driveway.
▪ 1985 Access Agreement for US 395 – pursue amendment with CT. ▪ 2002 MOU between local and regional jurisdictions along US 395 – pursue amendment with CT taking the lead with other jurisdictions.

Mr. Tait is experienced and qualified to provide professional transportation consulting services as it relates to planning, environmental, preliminary engineering, design and pre-construction phases of transportation infrastructure improvements throughout California for a variety of both public and private clients. TTG was founded in 2005 by David Tait and specializes in:
• project advocacy and management
• implementation
• facilitation
• strategy
• general consulting
• funding strategy and planning
• research and due diligence

The Tait Group's efforts involve locally sponsored projects on the state (Caltrans) or federal (FHWA) highway/freeway system. TTG also assists land developers and businesses implement their transportation projects on the local (city or county) street and road systems. TTG projects include, for example:
• large scale, multi-million dollar corridor or interchange improvements • road widening and all related improvements
• new signals
• excess of land de-certifications
• right-of-way issue resolutions
3rd Party Facilitator
TTG acts as a project delivery advocate, representing the local (public or private) entities goals and expectations by facilitating and "driving" the process with all necessary coordination with the public and private stakeholders involved and with special focus on Caltrans District and Caltrans Headquarters management and even the state Director if necessary.

David Tait Background
David Tait has a Bachelor of Science Degree in Civil/Transportation engineering with extensive experience in planning, engineering, and implementation. He also has technical sales and marketing experience. As such, he brings a unique set of skills to the project advocacy role. Mr.

Tait previously worked for a consulting and lobbying firm in Sacramento supporting Will Kempton, then partner at the firm and previous Director of Caltrans, for almost five years on numerous transportation issues and projects.
25 Budget and Schedules
TTG helps clients maintain or reduce their project timing and budget risks by driving the implementation process so construction can start ahead of or as close to the original target dates as possible. The Tait Group works to ensure that every project issue is being addressed in a timely manner so as to meet the clients implementation goals.

Relationships at all levels
An important aspect of TTG’s consulting/advocacy services is to build and maintain working relationships with all the stakeholders involved. One of the reasons the firm is unique and successful is due to its ability to deliver transportation projects and solve complicated issues.

To continue the on-going progress and build upon these achievements, it is recommended to amend the Master Agreement to extend the Term and increase compensation.

The First Amendment will extend the Term of the Agreement by six (6) months and shall commence on April 1, 2022 through to September 30, 2022.

There are no amendments to the monthly retainer fee of Five Thousand Dollars ($5,000) per month. Under the First Agreement, the Consultant shall receive Thirty Thousand Dollars ($30,000) in compensation. The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000). Extra work may be authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.

FISCAL IMPACT:

For Fiscal Year 2022, the net cost of the Amendment No. 1 is $15,000 and is not included in the budget. For Fiscal Year 2023, the net cost of Amendment No. 1 is $15,000 and will be included in the 2022/2023 budget.

ATTACHMENTS:

1. First Amendment to Professional Consultant Service Agreement

2. Exhibit “A” Master Agreement

3. Exhibit “B” Curriculum vitae and overview of David Tait and The Tait Group Inc. 26 -1-

FIRST AMENDMENT TO PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS FIRST AMENDMENT (hereinafter, “First Amendment”) to that “Professional Consultant Services Agreement” dated September 22, 2021 (hereinafter, the “Master Agreement”) by and between the CITY OF ADELANTO, a California municipal corporation (hereinafter, "City") and THE TAIT GROUP, INC., a California S-Corporation (hereinafter, "Consultant"), is hereby made and entered into this 29
th day of March 2022 ("Effective Date"). For purposes of this First Amendment, the capitalized term “Parties” shall be a collective reference to both City and Consultant. The term “Party” may refer to either City or Consultant, interchangeably as appropriate.

RECITALS
This FIRST AMENDMENT is made and entered into with respect to the following facts:

WHEREAS, on September 22, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide professional transportation consulting and project advocacy services according to the terms and condition set forth in the Master Agreement terminating on March 31, 2022; and
WHEREAS, the Master Agreement is attached and incorporated hereto as Exhibit “A” and amended by way of this First Amendment; and
WHEREAS, the Parties further wish to amend the Master Agreement to extend the term and increase compensation.

A G R E E M E N T:

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Recitals. The preceding recitals are hereby incorporated herein by this reference and are expressly made as covenants of this Agreement. The foregoing recitals are true and correct.

2. Term. The Parties hereby amend Section 3.1.2 of the Master Agreement to read as follows:

The First Amendment shall add the following paragraph number two (2) to read as follows:

The term of this Agreement shall be extended six (6) months by the First Amendment to the Master Agreement and shall commence on April 1, 2022 to September 30, 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other 27 -2-
established schedules and deadlines.

Therefore, the Master Agreement shall read in its entirety as follows:

The term of this Agreement shall be from October 1, 2021 to March 31, 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3. Compensation. The Parties hereby amend Section 3.3.1 of the Master Agreement to read as follows:

The First Amendment shall add the following paragraph number two to read as follows:

Consultant shall receive compensation, including authorized reimbursements, for all Services performed under this Agreement at the same monthly retainer fee of Five Thousand Dollars ($5,000) per month. Under the First Agreement, the Consultant shall receive Thirty Thousand Dollars ($30,000) in compensation. The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000). Extra work may be authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.

Therefore, the Master Agreement shall read in its entirety as follows:

Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at rates set forth in Exhibit “B” attached hereto and incorporated by reference. The total compensation shall not exceed Thirty Thousand Dollars ($30,000) without written approval of the City Council or City Manager as applicable. Extra work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

Consultant shall receive compensation, including authorized reimbursements, for all Services performed under this Agreement at the same monthly retainer fee of Five Thousand Dollars ($5,000) per month. Under the First Agreement, the Consultant shall receive Thirty Thousand Dollars ($30,000) in compensation. The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000). Extra work may be 28 -3-
authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.

4. Entire Agreement. The Master Agreement, together with this First Amendment, embodies the entire understanding between Consultant and City with respect to its subject matter and can be changed only by an instrument in writing signed by Consultant and City.

5. Effect of Amendment. The term "Agreement" when used in this First Amendment or the Master Agreement shall mean the Master Agreement as amended, modified, and supplemented by this First Amendment unless the context would require otherwise. Except to the extent the Master Agreement is modified by this First Amendment, the remaining terms and conditions of the Master Agreement shall remain unmodified and in full force and effect. In the event of conflict, between the terms and conditions of the Master Agreement and the terms and conditions of this First Amendment, the terms and conditions of this First Amendment shall prevail and control.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first set forth above.

CITY OF ADELANTO: THE TAIT GROUP, INC.:

By: By:

Gabriel Reyes, Mayor David Tait, President

Date:_______________________ Date:

ATTEST:
____________________
Brenda Lopez
City Clerk
Date:

APPROVED AS TO FORM:
_____________________________
Marc Tran, City Attorney
Olivarez Madruga Lemieux O’Neill
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EXHIBIT “A”

MASTER AGREEMENT
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EXHIBIT “B”

CURRICULUM VITAE AND OVERVIEW
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David Tait
The Tait Group (TTG)
The Tait Group (TTG), founded in 2005 by David Tait, specializes in • project advocacy and management
• implementation
• facilitation
• strategy
• general consulting
• funding strategy and planning
• research and due diligence

The services relate to the planning, environmental, preliminary engineering, design and pre-construction phases of transportation infrastructure improvements throughout California. Working for a variety of public and private clients, The Tait Group's efforts involve locally sponsored projects on the state (Caltrans) or federal (FHWA) highway/freeway system. TTG also assists land developers and businesses implement their transportation projects on the local (city or county) street and road systems. TTG projects include, for example:
• large scale, multi-million dollar corridor or interchange improvements • road widening and all related improvements,
• new signals
• excess of land de-certifications
• right-of-way issue resolutions
3rd Party Facilitator
Transportation project delivery usually gets bogged down in technical "details" and thus TTG focuses on solving those detailed issues as soon as possibly. TTG acts as a project delivery advocate, representing the local (public or private) entities goals and expectations by facilitating and "driving" the process with all necessary coordination with the public and private stakeholders involved and with special focus on Caltrans District and Caltrans Headquarters management and even the state Director if necessary. TTG works to eliminate or reduce the unnecessary "process steps" and bureaucratic obstacles that often prevent or delay a project's progression.

David Tait Background
David Tait has not only a Bachelor of Science Degree in Civil/Transportation engineering with extensive experience in planning, engineering, and implementation, but he also has technical sales and marketing experience.

As such, he brings a unique set of skills to the project advocacy role. Much of this role involves "selling" to address the project delivery challenges and David Tait shines in this capacity. Mr. Tait previously worked for a consulting and lobbying firm in Sacramento supporting Will Kempton, then partner at the firm and previous Director of Caltrans, for almost five years on numerous transportation issues and projects.

Budget and Schedules Really Matter
TTG helps clients maintain or reduce their project timing and budget risks by driving the implementation process so construction can start ahead of or as close to the original target dates as possible. Because time is money, The Tait Group works to ensure that every project issue is being addressed in a timely manner so as to meet the clients implementation goals.

Relationships at all levels
Building and maintaining working relationships with all the stakeholders involved, at the staff and management levels, is an important aspect of TTG’s consulting/advocacy services and one of the reasons the firm is unique and successful at delivering transportation projects and solving complicated issues. 48 CITY COUNCIL AGENDA REPORT
DATE: March 29, 2022
TO: Honorable Mayor and City Council Members
FROM:

BY:

Jessie Flores, City Manager
Angel Castellanos, Director of Finance
SUBJECT: CONSIDERATION OF AMENDMENT NO.1 TO THE PROFESSIONAL CONSULTANT

SERVICES AGREEMENT WITH LOCAL EQUITY LLC TO EXTEND THE CONTRACT TERM FIVE MONTHS (AUGUST 31, 2022) AND INCREASE COMPENSATION.

STAFF RECOMMENDATION:

It is recommended that the City Council approve Amendment No. 1 to the Professional Consultant Services Agreement with Local Equity LLC to extend Section 3.1.2 Term on the attached Agreement for five (5) months with an increased compensation of Thirty Thousand Dollars ($30,000). The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000).

BACKGROUND:

On October 14, 2021, the City Manager entered into a Professional Consultant Services Agreement (“Agreement”) with Local Equity LLC to provide professional economic development consulting services through March 31, 2022, with the ability to authorize extra work where needed for the amount not-to-exceed Thirty Thousand Dollars ($30,000). The approved contract provided that Local Equity LLC would perform the following services:

I. ECONOMIC DEVELOPMENT SUPPORT AND ASSISTANCE: Local Equity LLC shall work with the City of Adelanto (“City”) to attract capital providers and developers of infrastructure, housing, manufacturing, distribution facilities, and Cannabis facilities.

A. Technical Assistance and Financial Capacity Increase: Local Equity will provide the following support to the City of Adelanto.

1. Client Attraction:
a) Participation in meetings with large corporations that want to invest in the City.
b) Support the City with direct marketing efforts to corporations that are a fit with the city's goals and objectives.

2. Natural Preservation and Mitigation:
a) In collaboration with the City, work on preparation and mitigation 49 strategies of the Joshua Tree.

3. Project Financing:
a) Engage in discussions about projects that have high community impact to understand the financing needs. Educate staff and investors about available alternative financing options. This includes City owned infrastructure assets.
b) Engage with local lenders and philanthropy to ascertain the level of interest and assemble a debt/ equity target group for specific projects. c) Support the City in the development and improvement of the Wastewater facility.
d) Engage with County, State, and Federal government to position projects for grants/loan support.
e) Collaborate with CDFIs, CDEs, and other NGOs on alternative financing. f) Support the City in creating materials and documentation required to apply for, process, and maintain loans, bonds, and philanthropic capital- as requested.

4. Stakeholder collaboration:
a) Upon request by the client, engage with other public agencies or non - profits to promote a healthy and collaborative support mechanism for project specific needs.

B. Developer/ Investor Support - Not Included

1. Local Equity may contract with local developers and investors to advance their projects in Adelanto, help attract debt and equity financing, and act as local intermediary. Such costs will be carried by the 3rd party with no impact to the client (The City of Adelanto).

C. Based on current discussions, Local Equity estimates the scope of this work at an average of 30 hours/week.

Dr. Gil Keinan is experienced and qualified to provide professional consulting services as it relates to real estate finance and economic development. Dr. Keinan is the Managing Director of Local Equity LLC, an economic development organization and finance lender that provides financial solutions to community priority projects in the Inland Empire and the Central Coast. Dr. Keinan also co-founded HObsequio, a hotel asset management and advisory firm. He previously served as FUSE Executive Fellow with the County of San Bernardino, leading efforts to attract investment into 57 low-income Opportunity Zone census tracts.

Dr. Keinan’s background includes expertise in real estate with known management and investment firms. His hands-on operational insights from Four Seasons Hotels, coupled with strong comfort in marketing, management, development and value creation in private equity, enabled him to lead complicated deals to successful exits. Overall, Dr. Keinan provided leadership to over $2 billion in asset management and supported over $1 billion in transaction volume. 50 Dr. Keinan studied the impact of management groups on hotel sales value as part of his doctoral dissertation research at Pepperdine University. He received his M.B.A. from the University of San Francisco, and is a graduate of the University of Surrey (United Kingdom) School of Hospitality Management.

Dr. Keinan is frequently contacted as a resourceful leader for input on multiple non-profits, industry groups, and academia. He serves on the board of directors of the Neighborhood Housing Services of Inland Empire, is a member of the National Real Estate Investor Association, Discover Inland Empire Tourism Association, California Association of Local Economic Development, the American Real Estate Society, Urban Land Institute, and the Hospitality Asset Managers Association. His greatest strength is his ability to creatively untangle ‘hairy’ situations, while building long lasting relationships that provide value to his employees, clients, and partners. He has lived in seven countries and speaks multiple languages, and enjoys discussing the intersection of macro- and micro-economic trends.

Dr. Gil Keinan has been instrumental in the Civic Center Campus Development, economic development projects and valuable with grants qualifications. To continue the on-going progress and build upon these achievements, it is recommended to amend the Master Agreement to extend the Term and increase compensation.

The First Amendment will extend the Term of the Agreement by five (5) months and shall commence on April 1, 2022 through to August 31, 2022.

There are no amendments to the monthly retainer fee of Six Thousand Dollars ($6,000) per month. Under the First Agreement, the Consultant shall receive Thirty Thousand Dollars ($30,000) in compensation. The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000). Extra work may be authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.

FISCAL IMPACT:

For Fiscal year 2022, the net cost of the Amendment No. 1 is $18,000 and is not included in the budget. For Fiscal Year 2023, the net cost of Amendment No. 1 is $12,000 and will be included in the 2022/2023 budget.

ATTACHMENTS:

1. First Amendment to Professional Consultant Service Agreement

2. Exhibit “A” Master Agreement

3. Exhibit “B” Curriculum vitae and overview of Dr. Gil Keinan and Local Equity LLC 51 -1-

For purposes of this First Amendment, the capitalized term “Parties” shall be a collective reference to both City and Consultant. The term “Party” may refer to either City or Consultant, interchangeably as appropriate.

RECITALS
This FIRST AMENDMENT is made and entered into with respect to the following facts:

WHEREAS, on October 14, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide professional economic development consulting services according to the terms and conditions set forth in the Master Agreement terminating on March 31, 2022; and
WHEREAS, the Master Agreement is attached and incorporated hereto as Exhibit “A” and amended by way of this First Amendment; and
WHEREAS, the Parties further wish to amend the Master Agreement to extend the term and increase compensation.

A G R E E M E N T:

1. Recitals. The preceding recitals are hereby incorporated herein by this reference and are expressly made as covenants of this Agreement. The foregoing recitals are true and correct.

2. Term. The Parties hereby amend Section 3.1.2 of the Master Agreement to read as follows:

The First Amendment shall add the following paragraph number two (2) to read as follows:

The term of this Agreement shall be extended five (5) months by the First Amendment to the Master Agreement and shall commence on April 1, 2022 to August 31, 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other 52 -2-
established schedules and deadlines.

Therefore, the Master Agreement shall read in its entirety as follows:

3. Compensation. The Parties hereby amend Section 3.3.1 of the Master Agreement to read as follows:

The First Amendment shall add the following paragraph number two (2) to read as follows:

Consultant shall receive compensation, including authorized reimbursements, for all Services performed under this Agreement at the same monthly retainer fee of Six Thousand Dollars ($6,000) per month. Under the First Agreement, the Consultant shall receive Thirty Thousand Dollars ($30,000) in compensation. The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000). Extra work may be authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.

Therefore, the Master Agreement shall read in its entirety as follows:

Consultant shall receive compensation, including authorized reimbursements, for all Services performed under this Agreement at the same monthly retainer fee of Six Thousand Dollars ($6,000) per month. Under the First Agreement, the Consultant shall receive Thirty Thousand Dollars ($30,000) in compensation. The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000). Extra work may be 53 -3-
authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.

5. Effect of Amendment. The term "Agreement" when used in this First Amendment or the Master Agreement shall mean the Master Agreement as amended, modified, and supplemented by this First Amendment unless the context would require otherwise. Except to the extent the Master Agreement is modified by this First Amendment, the remaining terms and conditions of the Master Agreement shall remain unmodified and in full force and effect. In the event of conflict, between the terms and conditions of the Master Agreement and the terms and conditions of this First Amendment, the terms and conditions of this First Amendment shall prevail and control.
[SIGNATURES ON FOLLOWING PAGE]
54 -4-
IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first set forth above.

CITY OF ADELANTO: LOCAL EQUITY LLC:

By: By:

Gabriel Reyes, Mayor Gil Keinan, President

Date:_______________________ Date:

ATTEST:
____________________
Brenda Lopez
City Clerk
Date:

APPROVED AS TO FORM:
_____________________________
Marc Tran, City Attorney
Olivarez Madruga Lemieux O’Neill
55 -5-
EXHIBIT “A”

MASTER AGREEMENT
56 -6-
EXHIBIT “B”
Curriculum Vitae and Overview
57 CITY OF ADELANTO

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 14th day of October, 2021, by and between the City of Adelanto, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 11600 Air Expressway, Adelanto, CA 92301 ("City") and Local Equity LLC a Limited Liability Company, with its principal place of business at 603 N. Euclid Avenue Ontario, CA 91762 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional economic development consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional economic development services, and is familiar with the plans of the City.

2.2 Project.

City desires to engage Consultant to render such professional economic development consulting services for the communications by the City with residents and the public ("Project") as set forth in this Agreement,

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to hilly and adequately supply the professional public affairs and creative communication support services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from October 1, 2021 to March 31. 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing 1 OMLO: October 2018
58 the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees , or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement is as follows: Mr. Gil Keinan.

3.2.3 3.2.4 City's Representative. The City hereby designates Jessie Flores, City Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City’s behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.5 Consultant's Representative. Consultant hereby designates Mr. Gil .

Keinan, President, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.6 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.7 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services.

Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and 2 OMLO: October 2018
59 subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.9 Insurance.

3.2.9.1 l ime for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.9.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.

Commercial General Liability:

Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid inside the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(A) Commercial General Liability
Workers' Compensation/Employer’s Liability:

Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. If Consultant has no employees or agents, Consultant shall not be required to maintain Workers’ Compensation Insurance. However, in the event that Consultant hires employees or agents during the term of this Agreement, Consultant shall obtain and maintain Workers’ Compensation/Employer’s Liability Insurance in accordance with this section. (B) Workers'
3 OMLO: October 2018
60 Professional Liability (Errors & Omissions) Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusionsthat may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
(C)

3.2.9.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Workers' Compensation:

Cancellation: Required insurance policies shall not be
canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. a)
Waiver of Subrogation: A waiver of subrogation stating
that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
(2)
(B) Professional Liability (Errors & Omissions):

Cancellation: Required insurance policies shall not be
canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. a)
Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of’the insured and include a provision establishing the insurer’s duty to defend. (2)

3.2.9.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.9.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.

Consultant agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Consultant shall require similar written express waivers and insurance clauses from each of its subconsultants.
4 OMLO: October 2018
61 3.2.9.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.9.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City.

If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.9.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

3.2.9.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.2.9.10 Enforcement of Agreement Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.2.9.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained herein are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. If the Consultant maintains higher limits than the minimums contained herein, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.2.9.12 Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:

The Retroactive Date must be shown and must be before the effective date of the Agreement or the beginning of work under this Agreement. (A)
(B) Such insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of all services under this Agreement. 5 OMLO: October 2018
62 If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the effective date of the Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of all services under this Agreement.
(C)

3.2.9.13 Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

3.2.9.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies.

All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable.

TheConsultant shall provide satisfactory evidence of compliance with thissection upon request ofthe City,

3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, butshall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and othersafety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Section 3,2.12.2 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.

3.2.10.1 Standard of Care.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements,for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed Thirty thousand dollars ($30,000.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe 6 OMLO: October 2018
63 the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

Rate Increases. In the event that this Agreement is renewed pursuant to Section

3.1.2, the rate set forth in Exhibit “B” may be adjusted each year at the time of renewal as set forth in Exhibit “B”.

3.3.5 3.4 California Labor Code Provisions.

Prevailing Wage Law. Consultant is aware of the requirements of CaliforniaLabor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall obtain a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may view a copy of the prevailing rates of per diem wages at the City. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at theConsultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.1 3.4.2 Registration. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

3.5 Accounting Records.

Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant OMLO: October 2018

3.5.1 7
64 to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6 General Provisions.

3.6.1 Termination of Agreement.

3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Gil Keinan
603 N, Euclid Ave.

Ontario, CA 91762
City: City of Adelanto
11600 Air Expressway
Adelanto, California 92301
Attn: Brenda Lopez, City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address.

Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
8 OMLO:October 2018
65 3.6.2 Ownership of Materials and Confidentiality.

Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultantshall require all subconsultantsto agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement.

Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.6.2.1 3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unlessthe City'slegal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.6.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.

3.6.4 9 OMLO: October 2018
66 3.6.5 Indemnification.

3.6.5.1 counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims’) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.

Scope of Indemnity. To the fullest extent permitted by law, Consultant shall defend (with

3.6.5.2 Additional Indemnity Obligations. To the fullest extent permitted by law, Consultant shall defend, with counsel of City’s choosing and at Consultant’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.6.5.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim,suit, action or other proceeding. Such reimbursement shall include payment for City's attorney'sfees and costs, including expert witness fees. Consultantshall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent 10 OMLO: October 2018
67 of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.12 Construction: References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in foil force and effect.

3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.18 Kqual Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.6.19 Labor Certification. By itssignature hereunder, Consultant certifiesthat it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
11 OMLO:October 2018
68 3.6.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7 Subcontracting.

3.7.1 Prior Approval Required. Consultantshall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

CITY OF ADELANTO LOCAL EQUITY LLC
/
By: \ u By:
(
Jc£
#ieNrlores f
-
£ity Manager
Gil Keinan
President
V
ATTEST:

By:

Brenda Lopez TJ
City Clerk
APPROVED AS TO FORM:

By:

Marc Tran
City Attorney
1 2 OMLO:October 2018
69 EXHIBIT "A"

SCOPE OF SERVICES
ECONOMIC DEVELOPMENT SUPPORT AND ASSISTANCE:

Local Equity LLC shall work with the City of Adelanto to attract capital providers and developers of infrastructure, housing, manufacturing, distribution facilities, and Cannabis facilities.

Technical Assistance and Financial Capacity Increase
Local Equity will provide the following support to the City of Adelanto. •Client Attraction:
- Participation in meetings with large corporationsthat want to invest in the city. - Support the city with direct marketing efforts to corporations that are a fit with the city's goals and objectives.
•Natural Preservation and Mitigation:
- In collaboration with the city, work on preparation and mitigation strategies of the Joshua Tree. •Project Financing:
- Engage in discussions about projects that have high community impact to understand the financing needs. Educate staff and investors about available alternative financing options. This includes City owned infrastructure assets.
- Engage with local lenders and philanthropy to ascertain the level of interest and assemble a debt/equity target group for specific projects.
- Support the city in the development and improvement of the Wastewater facility - Engage with County, State, and Federal government to position projects for grants/ loan support.
- Collaborate with CDFIs, CDEs, and other NGOs on alternative financing - Support the city in creating materials and documentation required to apply for, process, and maintain loans, bonds, and philanthropic capital- as requested. •Stakeholder collaboration:
- Upon request by the client, engage with other public agencies or non-profitsto promote a healthy and collaborative support mechanism for project specific needs.

Based on current discussions, Local Equity estimates the scope of this work at an average of 30 hours/week.

Developer/Investor Support - Not Included
Local Equity may contract with local developers and investors to advance their projects in Adelanto, help attract debt and equity financing, and act as local intermediary. Such costs will be carried by the 3rd party with no impact to the client (The City of Adelanto] 70 EXHIBIT "B"

COMPENSATION
Compensation not to exceed Thirty Thousand Dollars. ($30,000.00) Local Equity LLC fee amount of $30,000 billed at monthly retainer fee of $6,000 over a 5 month contract period from October 1, 2021 to February 28, 2022. 71 1
DR. GIL KEINAN - BIO
Dr. Gil Keinan is a real estate finance and development professional. He is the Managing Director of Local
Equity, an economic development organization and
finance lender that provides financial solutions to
community priority projects in the Inland Empire and the Central Coast. Dr. Keinan also co-founded HObsequio, a
hotel asset management and advisory firm. He previously served as FUSE Executive Fellow with the County of San
Bernardino, leading efforts to attract investment into 57 low-income Opportunity Zone census tracts.

Dr. Keinan studied the impact of management groups on hotel sales value as part of his doctoral dissertation research at Pepperdine University. He received his M.B.A. from the University of San Francisco, and is a graduate of the University of Surrey (United Kingdom) School of Hospitality Management.

Contact:

Gil Keinan, Local Equity, 603 N Euclid Ave, Ontario, CA 91762.

Phone: +1-213-373-1373 Email: [email protected]
72 CITY COUNCIL AGENDA REPORT
DATE: March 29, 2022
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Angel Castellanos, Director of Finance
SUBJECT: DISCUSSION OF TENANT PROPOSED AMENDMENT TO THE EXISTING LEASE

AGREEMENT FOR THE ADELANTO STADIUM & EVENT CENTER BY AND BETWEEN THE CITY OF ADELANTO AND STADIUM MANAGEMENT GROUP, LLC.

STAFF RECOMMENDATION:

That the City Council:

2. Provide staff with direction as to the next steps pertaining to the Tenant proposed amendment.

BACKGROUND:

The City owns the real property identified as Adelanto Stadium & Event Center (“Stadium”) located at 1200 Stadium Way, Adelanto. On December 8, 2021, the City entered into a Lease Agreement with Stadium Management Group (“Tenant”) to allow Tenant to expand its programming and availability for the public.

The existing Lease Agreement requires Tenant to pay the City a monthly rent amount of $2,000 and allows Tenant to receive credits in lieu of rent for any improvements. All expenditures need to be for capital and/or major improvements to the property and requires the City Manager’s approval.

Tenant is now requesting that the Termination for Convenience Clause of the existing Lease Agreement be amended to state that in the event that the Lease Premises are sold, the City will reimburse Tenant for all up-to-date improvements made which are estimated to be approximately $1 million. Tenant proposes that all other terms remain the same.
73 FISCAL IMPACT:
$1 million general fund debt impact due upon sale of the stadium. No funds have been budgeted for this time and will be budgeted once the sale of the stadium is projected ATTACHMENTS:

Attachment A – Stadium Management Group proposed Amendment to Lease Agreement by and between City of Adelanto and Stadium Management Group, LLC.

Attachment B – Master Lease Agreement
74 75
76 77
2021

LEASE AGREEMENT

ADELANTO STADIUM & EVENT CENTER
THIS 2021 LEASE AGREEMENT ("Lease") is made and entered into this 8th day of December, 2021 (the "Effective Date") by and between the CITY OF ADELANTO, a general law city and municipal corporation (hereinafter referred to as "Landlord") and STADIUM MANAGEMENT GROUP, LLC (hereinafter referred to as "Tenant"). For the purposes of this Lease, Landlord and Tenant may be referred to collectively as the "Parties." The capitalized term "Party" may refer to either Landlord or Tenant interchangeably.

WHEREAS, Landlord is the owner of real property, APN Number 312822123, commonly identified as Adelanto Stadium & Event Center, 12000 Stadium Way Adelanto, California 92301 (hereinafter, the "Stadium"); and
WHEREAS, Landlord desires to rent the Stadium to Tenant, and Tenant desires to rent the Stadium in order to expand its programming and availability to the public pursuant to the terms and conditions set forth in this Agreement.

PROPERTY DESCRIPTION

1.1 Lease of Leased Premises. Landlord hereby agrees to lease to Tenant and Tenant hereby agrees to lease from Landlord the Stadium.

TERM

2.1 Term. The Lease shall have an initial term of four (4) years commencing upon the Effective Date of December 8, 2021. The Lease shall terminate automatically on December 8, 2025, unless sooner terminated or extended as provided in this Agreement.

RENT

3.1 Rent. Tenant shall pay to Landlord a monthly rent amount of Two Thousand Dollars ($2,000) (hereinafter "Base Rent"). The initial rent payment shall be due upon the commencement of the Lease term. Tenant shall pay to Landlord and Landlord shall receive, without notice or demand throughout the Term, monthly Base Rent, payable in monthly installments in advance on or before the first day of each calendar month, in lawful money of the United States, without deduction or offset whatsoever, to such place as Landlord may from time to time designate in writing. Base Rent for the first full month of the Term shall be paid by Tenant upon Tenant's execution of this Lease. If the obligation for payment of Base Rent commences on a day other than the first day of a 1 78
month, then Base Rent shall be prorated, and the prorated installment shall be paid on the first day of the calendar month next succeeding the Term Date.

3.2 Credit Against Rent. Tenant shall undertake any and all necessary improvements required for Stadium. Tenant shall be eligible to receive credits for approved improvements. Improvements shall be governed by Section 4.4 of this Lease.

II/.

AUTHORIZED USE

4.1 Uses. The Leased Premises shall be used and occupied by Tenant solely and exclusively. So long as Tenant is occupying the Stadium, Tenant and Tenant's employees, agents, customers, visitors, invitees, licensees, contractors, assignees and subtenants (collectively, "Tenant's Parties") shall have the nonexclusive right to use the Stadium, subject to the terms of this Lease and such rules and regulations as Landlord may from time to time prescribe.

4.2 Suitability. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Stadium concerning the suitability for the conduct of Tenant's contemplated activities or operations, nor has Landlord agreed to undertake any modification, alteration or improvement to the Stadium except as Landlord in its sole discretion may wish to undertake prior to granting Tenant possession of the Stadium. Taking possession of the Stadium by Tenant shall conclusively establish that the Stadium was at such time in satisfactory condition. Tenant acknowledges and agrees that it shall take possession of the Leased Premises "as is."

4.3 Uses Prohibited.
a. Tenant agrees that if, as a consequence of Landlord's ownership (or ownership of an interest) in the Stadium or the use of Landlord's funds in connection with any construction project in the Stadium, any legal requirements applicable to construction projects (a) undertaken by California cities, or (b) supported by City funds (including, but not limited to, competitive bidding requirements, prevailing wage requirements, and public works bonding requirements) are triggered, Tenant shall cause all such requirements to be fully complied with Tenant's sole cost and expense. Any failure by Tenant to cause all such applicable requirements to be fully complied with shall be a material breach of this Lease. Tenant shall at its sole cost and expense strictly comply with all existing or future applicable municipal, state and federal and other governmental statutes, rules, requirements, regulations, laws and ordinances, including zoning ordinances and regulations, and covenants, easements and restrictions of record governing and relating to the use, occupancy or possession of the Stadium (collectively "Regulations"). Tenant agrees to comply with all Regulations pertaining to prevailing wage, competitive bidding and public bonding requirements at its sole cost and expense which may be triggered due to this Lease. Tenant shall at its sole cost and expense obtain any and all licenses or permits necessary for Tenant's use of the Stadium. Tenant shall at its sole cost and expense promptly comply with the requirements of any board of fire underwriters or other 2 79
similar body now or hereafter constituted. Tenant shall not do or permit anything to be done in, on, under or about the Stadium or bring or keep anything which will in any way increase the rate of any insurance upon the Stadium, or upon any contents therein or cause a cancellation of said insurance or otherwise affect said insurance in any manner.

Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect and hold Landlord harmless from and against any loss, cost, expense, damage, attorneys' fees or liability arising out of the failure of Tenant to comply with any Regulation. Tenant's obligations pursuant to the foregoing indemnity shall survive the expiration or earlier termination of this Lease.
b. Landlord reserves the right to approve or deny in its sole and absolute discretion the installation of any and all trade fixtures upon the Stadium by or on behalf of Tenant, including but not limited to trade fixtures which may necessitate the alteration or modification of the Stadium or which may cause damage to the Stadium upon installation or upon removal.

4.4 Improvements. Tenant shall not and may not undertake any improvements to the Stadium without the express written consent of Landlord which consent may be granted, denied or conditionally granted in Landlord's sole and absolute discretion. All persons or entities making improvements to the Stadium on Tenant's behalf must first be approved by Landlord in its sole and absolute discretion and must provide Landlord with such documentation as Landlord, in its sole and absolute discretion, may request, establishing that the person or its duly licensed and qualified to perform such improvements.

4.5 Landlord's Municipal Powers. The Landlord is entering into this Lease in its proprietary capacity, and not in its regulatory or governmental capacity. Nothing in this Lease shall be construed as restraining, impairing or restricting the Landlord in its regulatory capacity, or granting any rights upon the Tenant with respect to the use, occupancy or operation of the Stadium in a manner inconsistent with Law. This Lease does not grant any development rights upon the Tenant with respect to the Stadium and any such development shall be subject to all applicable State and local provisions.

MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS; UTILITIES

5.1 Maintenance and Repairs.
a. Landlord's Obligation
i. Landlord shall be under no obligation to undertake such repairs or construct such improvements as Landlord deems unreasonable, unnecessary or economically infeasible in Landlord' sole and absolute discretion. b. Tenant's Obligations
3 80
i. Tenant, at Tenant's sole cost and expense, shall maintain the Stadium and shall undertake any and all necessary repairs. Tenant, at Tenant's sole cost and expense shall maintain all trade fixtures utilized by Tenant in a clean, operable and sanitary condition. Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense.

Notwithstanding any other provisions of this Lease to the contrary, Tenant shall obtain prior written approval from Landlord for any improvements including but not limited to painting, installation of flooring, ceilings, partition walls, doors, including hardware, and installation or replacement of plumbing, mechanical, or electrical fixtures.

Approval of said items shall not be unreasonably withheld by the Landlord. Such written approval shall be issued by the City Manager.
iii. Tenant agrees to repair, at its own expense, any damage to the Stadium caused by or in connection with the removal of any articles of personal property, business or trade fixtures, machinery, equipment, cabinetwork, furniture, movable partitions or permanent improvements or additions, including without limitation thereto, repairing the floor and patching and painting the walls where required by Landlord to Landlord's reasonable satisfaction, all at Tenant's sole cost and expense. Tenant shall indemnify the Landlord against any loss or liability resulting from delay by Tenant in so surrendering the Stadium, including without limitation any claims made by any succeeding Tenant founded on such delay.
iv. Tenant shall be solely and exclusively responsible for the payment of all electrical, water, gas, telephone, internet and cable television services provided for the Stadium.

VI.

ENTRY UPON LEASED PREMISES BY LANDLORD

6.1 Landlord and its duly authorized officers, agents and employees reserve the right to enter the Stadium during reasonable hours to inspect the same; to alter, improve or repair the Stadium. To the extent possible, Landlord shall give Tenant reasonable notice of its intent to enter the Stadium, and the purpose of such intended visit. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Stadium, and Landlord shall have the right to use any and all means which Landlord deems proper to open said doors in an emergency, in order to obtain entry to the Stadium, and any entry to the Stadium obtained by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Stadium, or an eviction of Tenant from the Stadium or any portion thereof.

6.2 The parties understand and agree that the authority reserved to Landlord and its duly authorized officers, agents and employees to enter the Stadium to inspect, alter, improve, or repair same, as set forth above, contemplates that any such entry shall be 4 81
during reasonable hours, and except in emergency situations, Landlord shall give Tenant reasonable notice of its intent to enter the Stadium, and the purpose for such intended visit.

VII.

INDEMNIFICATION

7.1 Indemnity. Tenant shall indemnify, protect, defend (at Tenant's sole cost and with legal counsel acceptable to Landlord) and hold harmless, Landlord and Landlord's affiliated entities, and each of their respective members, managers, partners, officers, employees, council members, board members, lenders, agents, contractors, successors and assigns from and against any and all claims, judgments, causes of action, damages, penalties, costs, liabilities, and expenses, including all court costs and attorneys' fees, arising at any time during or after the Term, as a result (directly or indirectly) of or in connection with (i) default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or (ii) Tenant's use of the Stadium, the conduct of Tenant's business or any activity, work or things done, permitted or suffered by Tenant or Tenant's employees, agents, customers, visitors, invitees, licensees, contractors, assignees or subtenants (individually, a "Tenant Party" and collectively, "Tenant's Parties") in or about the Stadium, except as provided by law or for claims caused solely by Landlord's gross negligence or willful misconduct. Tenant's indemnity is not intended to, nor shall it relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease to the extent such policies cover the results of negligent acts or omissions of Landlord, its employees, agents, contractors, council members, board members and officers or the failure of Landlord to perform any of its obligations under this Lease. The obligations of Tenant under this Section 7.1 shall survive the termination or earlier expiration of this Lease.

7.2 Exemption of Landlord from Liability. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to the Stadium and its property including, but not limited to, Tenant's fixtures, equipment, furniture and alterations, or illness or injury to persons in, upon or about the Stadium, arising from any cause, and Tenant hereby expressly releases Landlord and waives all claims in respect thereof against Landlord, except only such claims as are caused solely by Landlord's gross negligence or willful misconduct. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom or for damage to the property of Tenant, or injury to or illness or death of Tenant or any Tenant Party or any other person in or about the Stadium, whether such damage, illness or injury is caused by fire, steam, electricity, gas, water or rain, or from the breakage, leakage or other defects of sprinklers, wires, appliances, ventilation, plumbing, air conditioning or lighting fixtures, or from any other cause, and whether said damage, illness or injury results from conditions arising upon the Stadium or from other sources or places, and regardless of whether the cause of such damage, illness or injury or the means of repairing the same is inaccessible to Tenant, except only damage, illness or injury caused solely by 5 82
Landlord's gross negligence or willful misconduct. Landlord shall not be liable for any damages arising from any action, inaction or neglect by any contractor or other tenant, if any, of the Stadium or Landlord's failure to enforce the terms of any agreements with parties other than Tenant.

VIII.

INSURANCE

8.1 Landlord's Insurance. If, and to the extent Landlord elects to do so (in Landlord's sole discretion), Landlord may maintain insurance through individual or blanket policies insuring the Stadium against fire and extended coverage (including, if Landlord elects, "all risk" coverage, earthquake/volcanic action, flood and/or surface water insurance) for all or a portion of the full replacement cost of the Stadium, with deductibles and the form and endorsements of such coverage as selected by Landlord, together with rental interruption insurance against loss of Rent. Landlord may also carry such other insurance as Landlord may deem prudent or advisable, including, without limitation, liability insurance in such amounts and on such terms as Landlord shall determine. All such insurance maintained by Landlord shall be for the exclusive benefit of Landlord and Tenant shall have no right or interest therein,

8.2 Tenant Insurance. Tenant shall, at Tenant's expense, obtain and keep in force at all times the following:
a. Commercial General Liability Insurance. A policy of commercial general liability insurance (occurrence form) having a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) in aggregate, providing coverage. The policy shall not contain any intra-insured exclusions as between insured persons or organizations and shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Tenant's indemnity obligations under this Lease.
b. Automobile Liability Insurance. Business automobile liability insurance having a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and insuring Tenant against liability for claims arising out of ownership, maintenance, or use of any owned, hired or non-owned automobiles. c. Workers' Compensation and Employer's Liability Insurance. A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and federal law, if applicable, and which will indemnify, insure and provide legal defense for both Tenant and Landlord against any loss, claim or damage arising from any injuries or occupational diseases occurring to any persons employed by or any persons retained by Tenant in the conduct of its operations of the Stadium as contemplated in this Lease.
6 83
d. Property Insurance. "All risk" property insurance including boiler and machinery comprehensive form, if applicable, covering damage to or loss of any of Tenant's personal property, fixtures, equipment and alterations, including electronic data processing equipment (collectively, "Tenant's Property") (and coverage for the full replacement cost thereof including business interruption of Tenant), together with, if the property of Tenant's invitees is to be kept in the Stadium, warehouser's legal liability or bailee customers insurance for the full replacement cost of the property belonging to invitees and located in the Stadium,
e. Insurance Companies. Insurance required to be maintained by Tenant shall be written by companies licensed to do business in the state in which the Premises are located and having a "General Policyholders Rating" of at least "A-VIII" (or such higher rating as may be required by lender having a lien on the Premises) as set forth in the most current issue of "Best's Insurance Guide."
f. Certificates of Insurance. Tenant shall deliver to Landlord certificates of insurance for all insurance required to be maintained by Tenant in a form acceptable to Landlord in its sole discretion, no later than seven (7) days prior to the date of possession of the Stadium. Tenant shall, at least ten (10) days prior to expiration of the policy, furnish Landlord with certificates of renewal or "binders" thereof. Each certificate shall expressly provide that such policies shall not be cancelable or otherwise subject to modification except after thirty (30) days' prior written notice to the parties named as additional insureds in this Lease (except in the case of cancellation for nonpayment of premium in which case cancellation shall not take effect until at least ten (10) days' notice has been given to Landlord). If Tenant fails to maintain any insurance required in this Lease, Tenant shall be liable for all losses and costs suffered or incurred by Landlord (including litigation costs and attorneys' fees and expenses) resulting from said failure. g. Additional Insured. Landlord shall be named as an additional insured on a form approved by Landlord under all of the policies required in this Lease. The policies required under this Lease shall provide for severability of interest. h. Primary Coverage. All insurance to be maintained by Tenant shall be primary, without right of contribution from insurance of Landlord. The limits of insurance maintained by Tenant shall not limit Tenant's liability under this Lease.

Waiver of Subrogation. Tenant waives any right to recover against Landlord for claims for damages to Tenant's property whether or not covered by insurance. This provision is intended to waive fully, and for the benefit of Landlord, any rights and/or claims which might give rise to a right of subrogation in favor of any insurance carrier.

The coverage obtained by Tenant pursuant to this Lease shall include, without limitation, a waiver of subrogation endorsement attached to the certificate of insurance. j. Notification of Incidents. Tenant shall notify Landlord immediately and as soon as practicable, but no later than within twenty-four (24) hours after the occurrence of any accidents or incidents in the Stadium, which could give rise to a claim under any of the insurance policies required under this Lease.
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IX.

ASSIGNMENT AND SUBLETTING

9.1 Landlord's Consent Required. Tenant shall not assign, sublet, transfer, mortgage, pledge, hypothecate or encumber all or any portion of the Stadium or this Lease, without the prior written consent of Landlord and any attempt to do so without such consent being first obtained shall be wholly void and shall constitute a breach of this Lease.

9.2 No Release of Tenant. No consent by Landlord to any assignment or subletting by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease whether occurring before or after such consent, assignment, or subletting. The consent by Landlord to any assignment or subletting shall not relieve Tenant from the obligation to obtain Landlord's express written consent to any other assignment or subletting the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment, subletting or other transfer. Consent to one assignment, subletting or other transfer shall not be deemed to constitute consent to any subsequent assignment, subletting or other transfer.

DEFAULT, REMEDIES AND TERMINATION

10.1 Default. The following is a non-exhaustive list of occurrences which shall constitute a default on the part of Tenant.
a. The abandonment or vacation of the Leased Premises by Tenant prior to the expiration of the Lease term.
b. A failure by Tenant to observe and perform any other provisions of this Lease to be observed or performed by Tenant, where said failure continues for twenty (20) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that the same cannot reasonably be cured within said twenty (20) day period, Tenant shall within such period commence such cure and thereafter diligently prosecutes the same to completion.
c. The making by Tenant of any general assignment or general arrangement for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or the filing of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, the case of a petition filed against Tenant is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Stadium or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days of the attachment, execution or other Judicial seizure of substantially all of Tenant's assets located at the Stadium or of Tenant's interest in this Lease where such seizure is not discharged within (30) days.
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d. Tenant makes a material misrepresentation in the performance of this Lease or in the conduct of any audit of Tenant authorized under this Lease.

10.2 Remedies. In the event of any such material default or breach by Tenant, Landlord may undertake any of the following courses of action at any time thereafter and without limiting its right to exercise any other right or remedy at law or in equity. a. Maintain this Lease in full force and effect and recover the rent and other monetary charges as they become due, without terminating Tenants rights to possession irrespective of whether Tenant shall have abandoned the Stadium. In the event Landlord elects not to terminate the Lease, Landlord shall have the right to attempt to re-let the Stadium at such rent and upon such conditions and for such a term and to do all acts necessary to maintain or preserve the Stadium as Landlord deems reasonably and necessary without being deemed to have elected to terminate the Lease, including removal of all persons and property from the Stadium such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant.

In the event any such re-letting occurs this Lease shall terminate automatically upon the new Tenant taking possession of the Stadium. Notwithstanding that Landlord fails to elect to terminate the Lease initially, Landlord at any time during the term of this Lease may elect to terminate this Lease by virtue of such previous default of Tenant. b. Terminate Tenant's right to possession by any lawful means, in which case this Lease shall terminate, and Tenant shall immediately surrender possession of the Stadium to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default, including without limitation thereto the following: (i) the worth at the time of award of any unpaid rent which had been earned at the time of such termination, plus (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that is proved could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that is proved could be reasonably avoided; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of events would be likely to result therefrom; plus (v) at Landlord's election such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable State law. Upon any such re-entry Landlord shall have the right to make any reasonable repairs, alterations or modifications to the Stadium, which Landlord in its sole discretion deems reasonable and necessary. As used in (i) above, the "worth at the time of award" is computed by allowing interest at the rate of ten percent (10%) per annum from the date of default. As used in (ii) and (iii), the "worth at the time of award" is computed by discounting such amount at the discount date of the U.S. Federal Reserve Bank at the time of award plus one percent (1%).
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10.3 Default by Landlord. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time but in no event later than thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligations; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) -day period and thereafter diligently prosecutes the same to completion.

10.4 Termination for Convenience. Section 2.1 of this Lease notwithstanding, Landlord may terminate this Lease for convenience and without cause upon ninety (90) days prior written notice to Tenant, provided the issuance of any such written notice by Landlord must be approved by the City Council. Tenant may terminate this Lease for convenience and without cause upon sixty (60) days prior written notice to Landlord.

10.5 Termination Due to Mutual Agreement. Section 2.1 of this Lease notwithstanding, the Parties may terminate this Lease upon mutual agreement upon thirty (30) days prior written notice by the Representatives.

XI
[RESERVED — NO TEXT]
XII.

MISCELLANEOUS

12.1 Entire Agreement. This instrument along with any exhibits and attachments hereto constitutes the entire agreement between Landlord and Tenant relative to the Stadium and this Agreement and the exhibits and attachments may be altered, amended or revoked only by an instrument in writing signed by both Landlord and Tenant.

Landlord and Tenant hereby agree that all prior or contemporaneous oral agreement between or among themselves and their agents or representatives relative to the leasing of the Stadium are merged in or revoked by this Agreement.

12.2 Severability. If any term or provision of this Lease shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by law.

12.3 Costs of Suit.
a. If Tenant or Landlord shall bring any action for any relief against the other, declaratory or otherwise, arising out of this Lease including any suit by Landlord for the recovery of rent or possession of the Stadium, the losing party shall pay the successful party a reasonable suit for attorney's fees which shall be deemed to have accrued on the commencement of such action and shall be paid whether or not such action is prosecuted to judgement.
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b. Should Landlord without fault on Landlord's part, be made a party to any litigation instituted by Tenant or by any third party against Tenant or by or against any person holding under or using the Stadium by licensee of Tenant, or for the foreclosure of any lien for labor or material furnished to or for Tenant or any such other person or otherwise arising out of or resulting from any act or transaction of Tenant or of any such person. Tenant covenants to save and hold Landlord harmless from any judgment rendered against Landlord or the Stadium or any part thereof and all costs and expenses, including reasonable attorney's fees incurred by Landlord in or in connection with such litigation.

12.4 Time Joint and Several Liability. Time is of the essence of this Lease and each and every provision hereof, except as to the condition related to the delivery of possession of the Stadium to Tenant. All the terms, covenants and conditions contained in this Lease to be performed by either Party, shall be deemed to be joint and several and all rights and remedies of the Parties shall be cumulative and nonexclusive of any other remedy at law or in equity.

12.5 Binding Effect; Choice of Law. The Parties hereto agree that all provisions hereof are to be construed as both covenants and conditions as though the words importing such covenants and conditions were used in each separate paragraph hereof. Subject to any provisions hereof restricting assignment or subletting by Tenant, all of the provisions hereof shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. This Lease shall be governed by the laws of the State of California.

12.6 Waiver. No covenant, term or condition or the breach thereof shall be deemed waived, except written consent of the Party against whom the waiver is claimed, and any waiver or the breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant; term or condition. Acceptance by Landlord of any performance by Tenant after the time the same shall have become due shall not constitute a waiver by Landlord of the breach or default of any covenant, term or condition unless otherwise expressly agreed to by Landlord in writing.

12.7 Surrender of Stadium. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation thereof shall not work as merger and shall at the option of the Landlord terminate all or any existing subleases or subtenancies or may at the option of the Landlord operate as an assignment to it of any or all such subleases or subtenancies.

12.8 Holding Over. If Tenant remains in possession of all or any part of the Stadium after the expiration of the Term hereof, with or without the express or implied consent of Landlord such tenancy shall be from month to month only and not a renewal hereof or an extension for any further term and in such case rent and other monetary sums due hereunder shall be payable in the amount and at the time specified in this Lease and such 11 88
month to month tenancy shall be subject to every other term, covenant and agreement contained herein.

12.9 Notices. All notices or demands of any kind required or desired to be given by Landlord or Tenant hereunder shall be in writing and shall be deemed delivered fortyeight (48) hours after depositing the notice or demand in the United States mail, certified or registered, postage prepaid addressed to the Landlord or Tenant respectively at the addresses set forth below:

CITY:

City of Adelanto1600 Air
ExpresswayAdelanto, CA 92301
Attn: City Manager
Phone: 442-249-1124
' Email: [email protected]
TENANT
INSERT NAME DAirri:/ 4,r-It./1
INSERT ADDR,E,S i f
ô /Olt
Attn: '--Diorrei (jo
Phone:

Email: 64,441-reipu_ Igni,c, Lrryk_

12.10 Representatives.
a. Landlord Representative. Landlord hereby designates Jessie Flores, City Manager (hereinafter, the "Landlord Representative") to act as its representative for the performance of this Lease. The Landlord Representative or their designee will act on behalf of the Landlord for all purposes under this Lease. Tenant will not accept directions or orders from any person other than the Landlord Representative or their designee.
b. Tenant Representative. Tenant hereby designates Darrel Courtney to act as its representative for the performance of this Lease (hereinafter, "Tenant Representative"). Tenant Representative will have full authority to represent and act on behalf of the Tenant for all purposes under this Lease. Notice to the Tenant Representative will constitute notice to Tenant.

12.11 Maintenance and Inspection Records.
a. Records. Tenant shall use an accounting system approved by Landlord and shall prepare and maintain all records as may be required by Landlord. Tenant shall provide to Landlord, within twenty (20) calendar days after the end of each calendar year quarter, quarterly reports of accounts in accordance with general accepted accounting principles and certified by Tenant and true and correct, and all records required to be kept by Tenant shall be made available to Landlord upon request. b. Audit. Tenant shall submit all required financial records and be subject to an annual audit by a certified public accountant. All records shall be made available to the Landlord no later than sixty (60) days after the end of the fiscal year. Audit shall be conducted at the Landlord's expense. Tenant shall, however, be responsible 12 89
for and shall pay for any additional audit, accounting or legal costs incurred by either Party due to additional investigation warranted because of fraud, theft or gross negligence on the part of the Tenant. Tenant shall maintain schedules of all fixed assets purchased and all capital improvements to the Stadium. For that purpose, Tenant and Landlord agree to complete an inventory of all Stadium assets, furniture, fixtures, and equipment within (30) calendar days from the execution of this Lease (hereinafter, the "Inventory") and shall update said Inventory by or before June 1st of each year thereafter commencing with December 8, 2021. If any audit required hereunder discloses material misrepresentation by Tenant, its staff or agents in its reports, requests or negotiations with Landlord, then Landlord may terminate this Lease as provided under Article X, above.
c. Calendar of Events. On a quarterly basis, Tenant shall provide the Landlord a calendar of events identifying any and all events occurring at the Stadium for the upcoming quarter. Landlord shall review and approve all events in its sole and absolute discretion.
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CITY OF ADELANTO STADIUM MANAGE

GROUP, LLC
By:

Jessie Its: to: 15
A
ores, 44 Manager
By:

APPROVED AS TO FORM:

By:

Marc Tran, City Attorney
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Adelanto City CouncilMarch 29, 2022

Adelanto City Council
March 29, 2022