Agenda — Adelanto City Council, June 22, 2022 (part 2 of 2)

CITY COUNCIL AGENDA REPORT
DATE: June 22, 2022
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Angel Castellanos, Director of Finance
SUBJECT: APPROVE AMENDMENT NO. 3 TO TKE ENGINEERING, INC.’S (TKE)

PROFESSIONAL ENGINEERING SERVICES CONTRACT TO EXTEND THE TERM OF THE AGREEMENT AND MODIFY THE NOT TO EXCEED AMOUNT TO BE PAID.

STAFF RECOMMENDATION:

Staff recommends City Council approve an amendment No. 3 to TKE’s professional engineering contract to extend the term of the agreement and modify the amount of compensation paid.

BACKGROUND:

The City entered into a contract with TKE in September 2017 to provide professional Contract City Engineering Services. Services include, but are not limited to, City Engineer, counter technician, engineering plan check, permit issuance, private development and capital project management, land surveying, design, construction administration, inspection, and grant administration.

TKE continues to manage all of the City’s engineering services along with an array of housing, commercial street, water and sewer, and park projects currently underway throughout the City.

This amendment extends the term of the agreement for up to six months until December 31, 2022, unless earlier terminated. Although TKE’s services are billed at an hourly rate, amendment no. 3 sets the total “not to exceed” amount paid to TKE for the beginning of Fiscal year 2022-2023 at $275,000.

FISCAL IMPACT:

There is no change to the contract’s original hourly rates. The amount of extension will be included in the Fiscal Year 2022-2023 budget.

ATTACHMENTS:

A. Contract Amendment No. 3
B. Original Contract
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2022

THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Professional Administrative and Engineering Consulting Services) (Parties: City of Adelanto and TKE Engineering, Inc.)
THIS THIRD AMENDMENT (hereinafter, “Third Amendment”) to that certain agreement entitled “Professional Services Agreement” and dated December 19, 2019 (hereinafter, “Master Agreement”), is hereby made and entered into this 22nd day of June, 2022 (hereinafter, “Effective Date”) by and between CITY OF ADELANTO, a municipal corporation (hereinafter, “City”) and TKE ENGINEERING, INC. (hereinafter, “Consultant”). For purposes of this Third Amendment, the capitalized term “Parties” shall be a collective reference to both City and Consultant. The capitalized term “Party” may refer to either City or Consultant interchangeably, as appropriate.

RECITALS
This Third Amendment is made and entered into with respect to the following facts:

WHEREAS, on December 19, 2019, the Parties executed and entered into a Master Agreement for the Consultant to provide professional administrative and engineering consulting services on an as-needed basis; and
WHEREAS, the Master Agreement was later amended by the City Council by way of a first amendment (hereinafter, the “First Amendment”) at its Regular Meeting of December 9, 2020 for purposes of extending the Term and amending the compensation for the 2021 calendar year; and
WHEREAS, the Master Agreement was again amended by way of a Second Amendment (hereinafter, the “Second Amendment”) at its Regular City Council meeting of December 31, 2021, to further extend the Term of the Agreement and amend the compensation for the 2022 calendar year; and
WHEREAS, for purposes of this Third Amendment, the Master Agreement as amended by way of the First Amendment and Second Amendment may be referred to collectively as the “Master Agreement”. The Master Agreement is attached and incorporated hereto as Exhibit “A”; and
WHEREAS, the Parties now wish to modify the Master Agreement to extend the Term of the Master Agreement and amend the compensation amount to allow for the Services that are to be completed during the remainder of the Term.

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:
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SECTION 1. Section 3.1.2 (TERM) of the Master Agreement is further amended to extend the Term of the Agreement for an additional six (6) months from the Effective Date of this Third Amendment to the Master Agreement.

SECTION 2. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended to increase the total compensation by Two Hundred Seventy-Five Thousand Dollars ($275,000) to allow for all Services contemplated under the Master Agreement, First Amendment, Second and Third Amendment for the remainder of the Term.

SECTION 3. Except as otherwise set forth in this Third Amendment, the Master Agreement, First Amendment and Second Amendment shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Third Amendment, together with the Master Agreement, First Amendment and Second Amendment, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

SECTION 4. The provisions of this Third Amendment shall be deemed a part of the Master Agreement, First Amendment and Second Amendment and except, as otherwise provided under this Third Amendment, the Master Agreement, First Amendment and Second Amendment and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Third Amendment and the provisions of the Master Agreement, First Amendment and Second Amendment, the provisions of this Third Amendment shall control, but only in so far as such provisions conflict with the Master Agreement, First Amendment and Second Amendment and no further.
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IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be executed on the day and year first appearing above.

CITY:

CITY OF ADELANTO:

By:__________________________________
Jessie Flores, City Manager

Date:

APPROVED AS TO FORM:

By:__________________________________
Marc Tran, City Attorney
Date:

CONSULTANT:

TKE ENGINEERING, INC.

By:____________________________
Name:_________________________
Title: __________________________
Date:

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EXHIBIT “A”

MASTER AGREEMENT
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conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control.
(b) Entire Agreement. The Master Agreement, together with this 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. (c) Counterparts. This Amendment may be executed in one or more counterparts, including facsimile counterparts or electronic-mail counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment.
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IN WITNESS WHEREOF, this Amendment has been executed as of the day and year first set forth above.

CITY

CITY OF ADELANTO,
• iiiiinisipa1 cor oration
es
Date:

ATTEST:

Brenda Lopez, City CI k I r Ci of Adelanto
APPROVED AS TO FORM:

Olivarez Madruga Lemieux O'Neill, LLP
City Attorney 09,A
By:

Lloyd Pilchen

CONSULTANT
TKE ENGINEERING, INC.

By:.-"-e—eg
Mike Thornton
President
Date: I / I I / VU
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EXHIBIT "C"
(Master Agreement)
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CITY OF ADELANTO

PROFESSIONAL CONSULTANT SERVICES AGREEMENT
I.. PARTIES AND DATE.

This Agreement is made and entered into this I' day of Ck C, 2020, 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, Adclanto, CA 92301 ("City") and TKE Engineering, Inc., a California Corporation, with its principal place of business at 2305 Chicago Avenue, Riverside, CA 92507 ("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 administrative and engineering 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 administrative and engineering consulting services to public clients, is licensed in the State of California (as applicable), and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional administrative and engineering consulting services for the Engineering Services project ("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, rnaterial.s, tools, equipment, services, and incidental arid customary work necessary to fully and adequately supply the professional administrative and engineering consulting 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. L2 I. The term of this Agreement shall be from January I , 2020 to December 31, 2020, 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 Intlepentient Contractor Control and Payinent or Subcirdinates. 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 ONILO: October 2018
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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 ally of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants 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 rsmfurinance to Applicable Req fitments. AU work prepared by Consultant shall be subject to the approval of City.

3.2.3 Substitution of KeyTersonnel,. 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 are as follows: Brian Wolfe,

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 Elie Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorived 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 Representaiive. Consultant hereby designates Terry Renner, 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.

12.6 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 dard of Caro- Pedimpee of limplx.yees. 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 ill 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 subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally 2 OMLO: October 2018
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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 perlbrm any of the Services or to work on the Project.

3.2.8 t .aws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules arid 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, roles 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 Time for Congurance. 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.

1.2.9.2 Tym__Qf Jiimmince 11/4Litkifcci. As a condition precedent to the effectiveness of this Agreement for work to he 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 or 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. (A) C:ornmercial General Liability: 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 in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage For contractual liability: (2) excluding coverage forciaims 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.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Code I), or if Consultant has no owned autos, "Hired Auto" (Code 8) and "Non-Owned Auto" (Code 9), or the exact equivalent. covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
(C) Workers' Compensation/Employer's Liability: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a 3 °NILO: October 2018
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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' Compensatiorarnployer's Liability Insurance in accordance with this section, (D) Professional Liability (ErrorsA 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 exclusions that may potentially affect the work to he performed (For example, any exclusions relating to lead, asbestos, pollution, tcsting, 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 he 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.

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) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not ( I) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant: or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of' Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CO 20 10 1001 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement, (2) 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 lion-payment of premium. (13) Automobile Liability:
(I) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice ofcancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Workers' Compensation:
(I) 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 'or non-payment of premium. (2) Waiver of Subrogation: A waiver or subrogation stating that the insurer waives all rights or subrogation against the City, its officials, officers, employees, agents, and volunteers,
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3,2.9.4 Primary iiittl Noa-Contribetieg 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 ofStihrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or he 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 he necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver or subrogation endorsement from the insurer. Consultant shall require similar written express waivers and insurance clauses from each of its subconsu [tants.

3.2.9.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must he approved in wrning 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.

12.9.7 Evidence of Insurance. The Consultant, concurrently with the execution or 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 tiled 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, tile with the City evidence ofinsurance showing that lhe required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.9.8 Failure ft: Maintain (:overage. 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 Co 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:V11 and authorized to transact business of ittsuranec 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. 10finforeetnent Agi
reetnent Provisions (eon 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.
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3.2.9.11Rectuusdnents 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, lithe 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.

3.2.9.12Claims Made Policies. If any of the required policies provide coverage on (A) The Retroactive Date must be shown and must be before the effective date of the Agreement or the beginning of work under this Agreement, (13) 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. (C) It' coverage is canceled or non-renewed ;and not replaced with another claims-made policy Ibm -1 with a Retroactive Date prior to the effectivc.datc 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.

3.2.9, l3Suce .
ial Risks or C 1 re unista nce:i. 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.

12.9.141nsurancc 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 subconsuitants 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 1S0 CO 20 38 04 13 or an endorsement providing eq.uivalent coverage, Consultant shall not allow any .subconsultant to commence
work on any subcontract relating to this Agreement until it has received satisfiictory evidence of subconsultant's compliance with all insurance requirements under this Agreement, to the extent applicable.

The Consultant shall provide satisfactory evidence of - complianec with this section upon request of the 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 safely of employees appropriate to the nature of the work and the conditions under which the work is to he performed. Safety precautions, where applicable, shall include, but shall 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 other safety 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,

3.2. II Water Quality Management and Compliance.
a claims-made basis:
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3.2.11.1Seirm Water Nelaieteemeni. Storm, surface, nuisance, or other waters may he encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising From such waters, and assumes any and all risks and liabilities arising therefrom. 3 .2.11.2Cmpliance with Water Quality Laws Ordieences apd_gzulations.

Consultant shall keep itsel fend all subcontractors, staff, and employees fully informed °rand in compliance with all local, state and federal laws, rules and regulations that may impact, or he implicated by the performance of the Services including, without limitation, all applicable provisions of the City's ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Ad. (Water Code § 13000 el seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant shall additionally comply with the lawful requirements of the City, and any other water district, municipality, drainage district, or other local agency with jurisdiction over the location where the Services are LO be conducted, regulating water quality and storm water discharges,

3.2.11.3Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work *signed 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.

3.2.1 1.4Liabilitv for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Section 3.2.12.2 of this Agreement is a violation of federal and state law.

Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities ot'any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant's failure to comply with any applicable water quality law. regulation, ur policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant's failure to comply with the laws, regulations and policies described in Section 3.2. I 2.2 of this Agreement, or any other relevant water quality law, regulation, or policy.

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 SIX HUNDRED THOUSAND DOLLARS ($600,000.00) without written approval of the City Council or City Manager as 7 OMLO: October 2018
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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 Wsnent 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 the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropiiate., 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 themin. tithe 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 arty 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 or the Project, hut 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 and approval of the City Council.

3.3.5 Rate litereases. 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."

3.4 California Labor Code Provisions,

3.4J Prevailing Wage 1.aw. Consultant is aware of the requirements of Cali fornia Labor Code Section 1720, et Leg., and 1770, et g ., 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 or the Division o I Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ea.govidlsr/. 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 dietn 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 the Consultant's principal place of business and at the project site. Consultant shall defend, indemnilY and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out ofany failure or alleged failure to comply with the Prevailing Wage Laws,

3.4.2 Regisiration. If the services are being performed as part of an applicable "puhlic works" or "inaintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcansultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the project and require the same ofany 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.
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3.5 Accounting Records.

3.5.1 NIaintonance 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 or such records and any other documents created putsuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities refitted to the Agreement lira period of three (3) years from the date of final payment under this Agreement.

3.6 General Provisions.

3.6.1 Termination of Agreement.

16.1.1 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. 11 . this Agreement is terminated as provided herein. City may require Consultant to provide all finished or unfinished Documents anti Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall he required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additiona5,ervicm§. 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 ur 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:

City:

TKE Engineering, Inc.
2305 Chicago Avenue
Riverside, CA 92507
ATTN: Terry Renner
City or Adelanto
11600 Air Expressway
Adelanto, California 92301
ATTN: Jessie Flores
Such notice shall be deemed made when personally delivered Of when mailed. forty-eight (48) hours alter deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address.

Actual notice shall he deemed adequate notice, on the date actual notice occurred, regardless of the method of service.

3.6.2 Ownership of Materials and Confidentiality.
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3.6.2.1 Documents & Data . 'Accusing 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 ("Decuments & Data"), Consultant shall require all subconsultants to 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 Sc.

Data. Consultant makes no such representation and warranty in regard to Documents &c 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.

3.6.2.2 ConlisJentiality. 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 frilbrination. The City shall refrain from releasing Consultant's proprietary information ("Proprietary Information") unless the City's legal 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 or competent jurisdiction, in which ease the City shall notify Consultant of its intention to release Proprietary Information, Consultant shall have five (5) working days atler 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 tees) 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 I•lotice unless either: (1) Consultant falls 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 5.,'euneration,z birther Acts. The Patties 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.

3.6.4 Attorney's l'ees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out am* 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.

3.6.5 fridelT111 ification.
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3.6.5.1 SeoLle of bulemnitv, To the fullest extent permitted by law, Consultant shall defend (with 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 or arty 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 or Consultant, its officials, officers, employees, subcontractors, eonsultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment °c 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 bc 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,

3.6.5.2 Additional Indemnity Obligations. To the fullest extent permitted by Consoltant shall defend, with counsel of City's choosing and at Consultant's own cosi, expense and risk, any and all claim.s, 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's fees and costs, including expert witness fees. Consultant shall 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 hereto 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 1*tirc 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 he modified by a writing signed by both parties.

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

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

3.6.9 City's Right to l'nxikly 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 AssigtHrient or Transfer, Consultant shall not assign, hypothecate:, or transfer, either directly or by operation °flaw, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall he null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason or such attempted assignment, hypothecation or transfer.

Agreement.
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3.6.12 Construction. Reference aptions. 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, AU 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 .Amendinent: Nlodification. No supplement, modification, or amendment of this Agreement shall be binding unicss 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: Seventhility. 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 full 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 tide 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 a 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 hqalOppurttwy jimployment, 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, enlor, 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 1,aboreertilication. By its signature hereunder, Consultant certifies that 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.

3.6.20 AtithprIty to linter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perffirm the Agreement. Each Party warrants that the 12 OMLO: October 2018
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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_ .ApiNvval Reqpived. Consultant shall 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 TKE ENGINEERING, INC.

By /kILV
Mike Thornton, President
ATTEST:

By: \.,
City Clerk
APPROVED AS TO FORM:

By: / •
By:

Victor Ponto
City Attorney
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EXHIBIT "A"

SCOPE OF SERVICES
The Consultant Will provide personnel to fulfill the duties of the position of "Public Works Director/City Engineer" and to perform other related duties as directed. In addition to providing the services of Public • Works Director/City Engineer, the selected firm shall provide other services as listed below. Such services are for the purpose of illustration only and services may not be limited to the items listed here, Advisory Services
I) Attendance at meetings of the City Council. The Consultant shall attend all special meetings or work sessions of the City Council, as requested. Regular meetings are held on the second and fourth Wednesday evening or each month,
2) Advising Officials. The Consultant shall advise City officials, employees, etc. through telephone conferences, meetings, and correspondence.
3) Consultation on City utilities and facilities. The Consultant shall furnish advice and consultation on the operation, maintenance, and permitting of the City's water distribution system, stormwatcr drainage system, transportation system, and other City-owned facilities, 4) Consultation on development projects/permits. The Consultant shall review project plans and proposals by private parties, For compliance with City Code and other applicable requirements.

Fle/She shall meet with residents, contractors, developers, engineers, etc. as requested. 5) Provide permit review and inspection services. The Consultant shall be available to review various types of permit applications for private utility improvements, oversized/overweight vehicles, residential improvement and other common permit applications. Ile/She Shall conduct site inspections associated with such permits and applications as needed. 6) Attendance at meetings of Development Review Team, The Consultant shall panicipate as a member of the Development Review Team (DRT), under the direction of the Community Development Department. He/she shall review site plans and furnish comments in advance of the DRT meetings and assist applicants in understanding the Code requirements. DRT meetings are held once each week,
Pub lie Works Construction Pruiccts
1) Analyze/study improvement projects. The Consultant will be required to prepare preliminary engineering analysis, cost estimate and feasibility studies for various Public Works improvements. 2) Project design and inspection. The Consultant may be requested to design or provide construction observation of major public improvements.
3) Prepare bid/contracts. The Consultant will be requested to prepare detailed plans, specifications, bid and contract documents for Public Works construction projects. In addition, the Consultant will prepare a final cost estimate, required applications of approval of the construction by other governmental agencies, and assist the City in negotiating the acquisition of any necessary right-ofway or easement. 4) Review bids. The Consultant shall assist the City in the review of bids submitted for construction, in the selection of qualified contractors and in the inspection of construction work, The Consultant will provide general supervision of the contractor for Public Works construction projects.

Capital Project Nlitnatternent
I) Identify capital projects. The Consultant will identify current and possible future capital projects and document budget, scope, schedule, status, organizational responsibility (including other 1 OMLO: October 2018
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Professional Engineering Firms) and funding sources.
2) Organize and prioritize all capital projects, The Consultant will develop regular reporting and monitoring processes to ensure implementation and completion of scheduled project tasks, 3) Capital project tracking. The Consultant will track and monitor project status and specific milestone completion. Eic/She will facilitate discussions and decisions necessary to keep projects on schedule.
4) Identify and report significant deficiencies, The Consultant will identify and report concerns regarding meeting capital ptujects goals to the City Manager on a weekly basis. 5) Monitor budgets. Thu Consultant will process payments including Motor Fuel Tax and other grants funding, monitor budget expenditures and assist with review of contracts, proposals, invoices and Purchase Orders.
6) Document management. The Consultant will create and store computer files, paper copies, and other types of records and files of work performed for the City using the systems designated by the City Manager.

The City reserves the right to enter into additional agreements with the Consultant for specified projects (e.g. the design or construction observation of major public improvements), to contract with third parties for such services, or if within the scope of the Consultant agreement, utilize the same to provide For such services,
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EXHIBIT "B"

COMPENSATION
TKE ENGINEERING, INC.

RATE SCHEDULE
2019-2020
HOURLY
RATE
Principal in Charge $150.00 Project Monagor/Construction tvlanageriliconsett Surveyor $125.00 City Enginee4 . ..... . . $125.00 Seninr Engineer/Project Engirteei (PEwsenior Plan Checker Associate Engineer $110.00
...... $105.00 Assistant r:ngineeriDesigner $100.00 AutoCAD Technician _ ...... $ 90.00 Engineering Technician
$ 75.00 Clerical ....... .
$ 70.00 Forensic Engineering $150.00 Expert Witness testimony Counter Technic.lan $ 75.00
IgRy_EYING SERVICES
2-Man Survey Crew (Prevailing Wage) $23000

CONSTRUCTION SERVICES
Senior Construction Inspector (Prevailing Wage) .
$110 00
REiMBLE§8E,E cosTs
In-house Rearm luction , Cost Printing and Materials
..... Cost + 10% Express Mad/CourierfNext Day Service Cost + 10% Special Subconsultant Services .

Mileage Cost + 10%
IRS Rate
Rates shall be subject to annual 3% escalation fee after the second year Revised July 20V)
344

PROFESSIONAL SERVICES CONTRACT TO EXTEND THE TERM OF THE AGREEEMNT AND SET “NOT TO EXCEED” AMOUNT OF COMPENSATION OT BE PAID.

STAFF RECOMMENDATION:

Staff recommends City Council approve an amendment to Pacific Code Compliance, LLC’s professional services contract to extend the term of the agreement and modify the amount of compensation paid.

BACKGROUND:

The City entered into a contract with Pacific Code Compliance, LLC in January 2020 to provide Services including but not limited to, Community Development Department management services, Plan Reviews, Building Inspection Services, Permit Technician Services, Community Development Director, Building Official Services, Planning Services, Grant applications and management services, and Code Compliance Services.

PCC continues to manage all the City’s land use services, manages grants awarded and continues to apply for various grants on behalf of the City. PCC is currently managing a $2.8 million new neighborhood park grant, $1.0 million cannabis compliance grant, and a $200,000 Marconi Park rehabilitation grant, all which have been awarded with the assistance of PCC. The City has several other grants being pursued with PCC’s assistance in streets, parks, water, and sewer services.

This amendment extends the term of the agreement until December 31, 2022, unless earlier terminated.

Although Pacific Code Compliance’s services are billed at an hourly rate, this amendment establishes that the total “not to exceed” amount paid for the remainder of fiscal year 2022-2023 at $275,000.00.

FISCAL IMPACT:

There is no change to the contract’s original hourly rates. The amount of extension will be included in the Fiscal Year 2022-2023 budget.

ATTACHMENTS:

A. Contract Amendment No. 4
B. Original Contract
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1 2022

FOURTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Professional Administrative and Engineering Services) (Parties: City of Adelanto and Pacific Code Compliance, LLC) THIS FOURTH AMENDMENT (hereinafter, “Fourth Amendment”) to that certain agreement entitled “Professional Services Agreement”, dated January 6, 2020 (hereinafter, “Master Agreement”), is hereby made and entered into this 22nd day of June, 2022 (hereinafter, “Effective Date”), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, “City”) and PACIFIC CODE COMPLIANCE, LLC (hereinafter, “Consultant”). For purposes of this Fourth Amendment, the capitalized term “Parties” shall be a collective reference to both City and Consultant. The capitalized term “Party” may refer to either City or Consultant interchangeably, as appropriate.

RECITALS
This Fourth Amendment is made and entered into with respect to the following facts:

WHEREAS, on January 6, 2020, the Parties executed and entered into the Master Agreement for Consultant to provide professional administrative and engineering services; and WHEREAS, the Master Agreement was later amended by way of a First Amendment (hereinafter, “First Amendment”) on February 1, 2020 by the City Manager under his signing authority to allow Consultant to provide professional services related to COVID-19; and WHEREAS, the Master Agreement was again amended and was inadvertently referred to as a First Amendment (hereinafter “Second Amendment”), and approved by the City Council of the City of Adelanto (“City Council”) at its Regular Meeting of December 9, 2020 to expand the scope of services and to increase the compensation; and WHEREAS, on December 31, 2021, the Parties entered into and executed a Third Amendment to the Master Agreement to modify the compensation and extend the Term of the Master Agreement; and
WHEREAS, for purposes of this Fourth Amendment, the Master Agreement as amended by way of the First, Second and Third Amendments may be referred to collectively as the “Master Agreement.” The Master Agreement is attached and incorporated hereto as Exhibit “A”; and WHEREAS, the Parties now wish to further extend the Term of the Master Agreement and modify the Compensation to allow for continued Services.

SECTION 1. Section 3.1.2 (TERM) of the Master Agreement is further amended to extend the Term of the Agreement for an additional six (6) months from the Effective Date of this Third Amendment to the Master Agreement.
346
2 SECTION 2. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended to increase the total compensation by Two Hundred Seventy-Five Thousand Dollars ($275,000) to allow for all Services contemplated under the Master Agreement, First Amendment, Second Amendment, and Third Amendment for the remainder of the Term.

SECTION 3. Except as otherwise set forth in this Fourth Amendment, the Master Agreement as previously amended by way of the First, Second and Third Amendments shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Fourth Amendment together with the Master Agreement and the First, Second and Third Amendments, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents. In the event of a conflict or inconsistency between the provisions of this Fourth Amendment, including any and all attachments to this Fourth Amendment and the provisions of the Master Agreement or the First Amendment, Second Amendment or Third Amendment, the provisions of the Fourth Amendment shall govern and control but only to the extent of the conflict and no further.

SECTION 4. The provisions of this Fourth Amendment shall be deemed a part of the Master Agreement as previously amended by way of the First Amendment, Second Amendment and Third Amendment and except, as otherwise provided under this Fourth Amendment, the Master Agreement as previously amended by way of the First Amendment, Second Amendment and Third Amendment and all provisions contained therein shall remain binding and enforceable. [SIGNATURES ON NEXT PAGE]
347
3 IN WITNESS WHEREOF, the Parties hereto have caused this Fourth Amendment to be executed on the day and year first appearing above.

CITY:

CITY OF ADELANTO
By:__________________________________
Jessie Flores, City Manager
Date:

APPROVED AS TO FORM:

By:__________________________________
Marc Tran, City Attorney
Date:

CONSULTANT:

PACIFIC CODE COMPLIANCE, LLC
By:_____________________________
Name:_________________________
Title: ___________________________
Date:
348
4 EXHIBIT “A”

MASTER AGREEMENT
349

THIRD AMEDMENT TO PROFESSIONAL SERVICES AGREEMENT
THIS THIRD AMENDMENT (hereinafter, "Third Amendment") to that "Professional Consultant Services Agreement", dated January 6, 2020 (hereinafter, the "Master Agreement") by and between CITY OF ADELANTO, a California municipal corporation (hereinafter, "City") and PACIFIC CODE COMPLIANCE, LLC (hereinafter, "Consultant"), hereby made and entered into this 31ST day of December 2021 ("Effective Date"). For purposes of this Third 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 THIRD AMENDMENT is made and entered into with respect to the following facts:

WHEREAS, on January 6, 2020, the Parties executed and entered into the Master Agreement for Consultant to provide professional administrative and engineering consulting on an as-needed basis; and
WHEREAS, on March 11, 2020, the Parties executed and entered into the First Amendment for Consultant to expand the scope of services and to increase the compensation; and
WHREAS, on December 9, 2020, the Parties executed and entered into the Second Amendment to extend the Term off the Master Agreement; and WHEREAS, the Master Agreement as amended by way of the Second Amendment and First Amendment is attached and incorporated hereto as Exhibit "A"; and WHEREAS, the Parties further wish to amend the Master Agreement to further extend the Term of the Agreement.

AGREEMENT:

1. Section 3.1.2 of the Master Agreement is further amended in part to add a new paragraph as follows:

The Term of this Agreement shall be further extended by the Third Amendment to the Master Agreement and shall commence on the Effective Date of the Third Amendment to the Master Agreement and shall terminate on June 30, 2022. The -1-
350
City may also terminate at any time pursuant to Section 3.6.1 of the Master Agreement.

2. The parties hereby amend Section 3.3.1 of the Master Agreement to read as follows:

Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at rates set forth under Exhibit "B", attached and incorporated herein by reference. The total compensation shall not exceed EIGHT HUNDRED THIRTY-SIX THOUSAND ONE HUNDRED
DOLLARS ($836,100) during the term of this Third Amendment.

3. Except as otherwise set forth in this Third Amendment, the Second Amendment, the First Amendment, and Master Agreement shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Third Amendment, together with the Second Amendment, First Amendment and Master Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

3. The provisions of this Third Amendment shall be deemed a part of the Second Amendment, First Amendment, and Master Agreement and except, as otherwise provided under this Third Amendment, the Second Amendment, First Amendment, and Master Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Third Amendment and the provisions of the Second Amendment, First Amendment and Master Agreement, the provisions of this Third Amendment shall control, but only in so far as such provisions conflict with the Second Amendment, First Amendment and Master Agreement and no further. [SIGNATURES ON FOLLOWING PAGE]
-2-
351
. Martine , rincipal
IN WITNESS WHEREOF, this Third Amendment has been executed as of the day and year first set forth above.

CITY OF ADELANTO: PACIFIC CODE COMPLIANCE, LLC.

By:

Jessie Flores, City Manager
Date: January 18, 2022 Date: -2 - '2
ATTEST:

Ve-c.,6
Brenda Lopez
City Clerk
Date: /— I
APPROVED AS TO FORM:

Marc Tran, City Attorney
Olivarez Madruga Lemieux O'Neill
-3-
352
EXHIBIT "A"

MASTER AGREEMENT
-4-
353

ASSISTANT PLANNER
THE POSITION Performs professional level work in the field of current planning, conducts special projects and research as assigned; and prepares reports and recommendations relative to assigned areas of responsibility.

My Duties: Case file management, Planning secretary for Planning Commission meeting, prepare agenda and minutes, assist with Building and Safety and Engineering, issue permits, update GIS city maps with zoning and parcel data, manage cannabis projects, assist with planning, zoning and design review and as follow below:

ESSENTIAL FUNCTIONS Essential duties and responsibilities may include, but are not limited to the following:
• Performs professional level work in the field of current planning, zoning, design review, grant assistance and economic development. • Gathers and maintains demographic data and other related statistics.
• Researches, analyzes, and interprets of social, economic, population and land use data and trends. • Compiles information and makes recommendations on special studies; prepares technical reports.* Makes presentations to the City Council, Planning Commission, standing and ad hoc committees, developers, community groups and outside agencies.
• Reviews development proposals and other requests made for conformance with appropriate regulations; prepares reports and makes recommendations. • Checks commercial, industrial, and residential development plans for zoning clearance; processes planning permit applications.
• Advises and confers with architects, builders, attorneys, contractors, engineers, other departments and outside agencies, and the general public regarding City development policies, standards, and guidelines.
• Performs inspections and related field work when required. • Takes phone calls and inquiries from the public and other agencies; provides assistance when needed to walk in customers at the counter.
• Prepares staff reports and graphic displays.
• Researches ordinances for review.
• Attends a variety of meetings, including Planning Commission meetings and predevelopment meetings.
• Interprets project compliance with City plans, ordinances, and codes. 354
• Attends and participate in professional group meetings; maintain awareness of new trends and developments in the field of municipal planning; incorporates new developments as appropriate into programs.
• Prepares and assists with grant applications.
• Performs environmental assessments, providing detailed written comments on special studies performed by outside consultants and for outside agencies. • May serve on various employee related committees.
• Assists in the training of other City personnel in planning related activities. • Performs related duties as required.

MINIMUM QUALIFICATIONS Education, Training, and Experience Guidelines Assistant Planner Bachelor's Degree in Urban Planning, Geology, or closely related field. A Bachelor's Degree in a nonrelated field with at least one year of municipal planning experience is also acceptable. To qualify as an Assistant Planner in lieu of the degree an additional five years of professional municipal planning experience will also qualify; OR an equivalent combination of education, training, and experience.

LICENSE AND CERTIFICATION REQUIREMENTS Must possess a valid California Class "C" driver's license upon hire and maintain throughout the length of employment with the City of Adelanto. KNOWLEDGE OF: • Principles, methods, and procedures of City planning. • State and local laws, codes and ordinances related to planning, zoning and environmental analysis. • The relationship and responsibilities of Federal, State, regional and local government agencies in the planning and regulation of land. • Research and investigation procedures. • Architectural drafting and design. • Statistical and research methods as applied to the collection, analysis and presentation of planning data. • Office procedures, methods, and equipment including computer and applicable software applications such as word processing, spreadsheets, GIS applications and databases ABILITY TO: • Perform technical research and give reliable advice on planning problems. • Demonstrate tact and diplomacy with the public.
• Prepare reports and graphic presentations.
• Interpret and explain statistical analysis applied to land use, transportation, communications and public utility systems.
• Interpret and explain laws underlying general plans, zoning and land divisions. Prepare and interpret maps, plans, charts and tables.
• Learn applicable environmental laws and regulations.
• Analyze and compile technical and statistical information and prepare report7s. 355
• Operate office equipment including computers and supporting word processing, spreadsheet, and database applications.
• Provide excellent customer service to all members of the public as well as City and other public agency personnel.
• Communicate clearly and concisely, both orally and in writing. • Establish and maintain effective working relationships with those contacted in the course of work.

WORKING ENVIRONMENT Work is performed in an office environment, in close proximity to other workers. Work is performed in person; telecommuting is not permitted. Incumbent may be exposed to constant interruptions. Physical demands are moderate, consisting primarily of sitting, standing, walking, lifting, and carrying moderately heavy boxes and/or utilizing a hand dolly to lift and transport materials and supplies weighing up to 50 pounds. Incumbent must be able to see and hear in the normal range with or without correction, and communicate verbally and in written form with great facility and must be able to be understood. Incumbent must have the stamina to work long hours and overtime, if assigned, and must be willing to work an irregular schedule, if assigned, which may include weekends, holidays, evenings, and/or varying shifts.
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AM ENDM ENT NO. I TO PROFESSIONAL CONSULTANT SERVICES AGREEMENT This Amendment No. I to the Professional Consultant Services Agreement ("Amendment") is entered into as of December 9, 2020 ("Effective Date"), by and between the CITY OF ADELANTO, a California municipal corporation ("City"), and PACIFIC CODE COMPLIANCE, LLC., a California Limited Liability Company, with its principal place of business at P.O. Box 8713, Redlands, CA 92375 ("Consultant"). Consultant and City are sometitnes•hereinafter referred to individually as a "Party" and collectively as the "Parties."

RECITALS
A. On January 6, 2020, Consultant and City executed a Professional Consultant Services Agreement to provide certain professional administrative and engineering consulting services for the City ("Master Agreement"), which is attached hereto as Exhibit "C" and incorporated by reference.

B. Consultant and City desire to amend the Master Agreement as hereinafter provided.

Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Master Agreement,
C. On December 9, 2020, the City Council approved this Amendment and authorized the City Manager to execute this Amendment.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and City hereby agree to amend the Master Agreement by this Amendment as follows:

I. Term
The termination date of December 31, 2020, as set forth in the Master Agreement, shall be extended to December 31, 2021, unless earlier terminated.

2. Compensation
The parties hereby amend Section 3.3.1 of the Master Agreement to read as follows:
"The total compensation for the year 2021 shall not exceed $960,000.00, without written approval of the City Council or City Manager in accordance with the Municipal Code."

3. Miscellaneous
(a) Effectof Amendment. Except as amended herein, 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 357
conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control.
(b) lint ire Agreement. The Master Agreement, together with this 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. (c) Counterparts, This Amendment may be executed in one or more counterparts, including facsimile counterparts or electronic-mail counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment.
[SIGNATURES ON FOLLOWING PAGE]
358

CITY OF ADELANTO,
a California inuittp_d_cmporation
TA/S1/4-It \
.Jc'e Flores
City anager
IN WITNESS WHEREOF, this Amendment has been executed as of the day and year first set forth above.

CITY
Date: -q -
ATTEST:

Brenda Lopez, City Clerk for dty of Adelanto
APPROVED AS TO FORM:

Olivarez Madruga Lemieux O'Neill, LLP
City Attorney
B v
Lloyd Pilchen

CONSULTANT

PACIFIC CODE
=--COMPLIANCE, LL,„." -
--
By: ' 1.:)-- ...... _,..•f-= ...,
David Ilia- —7 rtingz .....
'Principal ,---.

Date: /:2—/..y. 2 c, 2 c>
-3-
359
EXHIBIT "C"
(Master Agreement)
4-
360

AMENDMENT NO, I TO PROFESSIONAL CONSULTANT SERVICES AGREEMENT This Amendment No. 1 to the Professional Consultant Services Agreement ("Amendment") is entered into as of February 1, 2020, ("Effective Date"), by and between the CITY OF ADELANTO, a California municipal corporation ("City"), and Pacific Code Compliance LLC, a California Limited Liability Company with its principal place of business at PO Box 8713, Redlands CA 92375 (Consultant"). Consultant and City are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties."

RECITALS
A. On January 6, 2020, Consultant and City executed that certain Professional Consultant Services Agreement ("Master Agreement"), which is attached hereto as Exhibit "A" and incorporated by reference, to provide professional administrative and engineering consulting services for the Engineering Services project (Project").

B. Consultant and City now desire to amend the Master Agreement to expand the scope of services as hereinafter provided. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Master Agreement.

I. Scope of Services
Exhibit "A" (Scope of Services) of the Master Agreement, as amended, shall be modified as follows:
"Provide the City with professional services and dedicated personnel to perform the following needed services including: Community Development Department management, plan review, inspections for building inspection, permit technician services, Community Development Director, Building Official services, and Planning services, and duties related to COVID-19, including Emergency Management Services during a COVID-19 occurrence/event."

2. Compensation
The second sentence of Section 3.3.1 of the Master Agreement, as amended, shall be modified as follows:
"The total compensation shall not exceed $30, 000.00, without written approval of the City Council or City Manager as applicable."
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3. Miscellaneous.
(a) Effect of Amendment. The term "Agreement" when used in this Amendment No. 1 or the Master Agreement shall mean the Master Agreement as amended, modified, and supplemented by this Amendment No. 1 unless the context would require otherwise.

Except to the extent the Master Agreement is modified by this 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 Amendment, the terms and conditions of this Amendment shall prevail and control.
(b) Entire Agreement. The Master Agreement, together with this 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. (c) Counterparts. This Amendment may be executed in one or more counterparts, including facsimile counterparts or electronic-mail counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment.
[SIGNATURES ON FOLLOWING PAGE]
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362
-ic Flores
anager
t 701b
By:

Date:
le.

CONSULTANT

PACIFIC CODE COMPLIANCE, LLC
By:

Name.

Tit it7t7z.

Date:_7- /-20
IN WITNESS WHEREOF, this Amendment has been executed as of the day and year first set forth above.

CITY

CITY OF ADELANTO,
a California municipal corporation
ATTEST:

APPROVED AS TO LEGAL FORM:

Lloyd Pilchen, City Attorney
ecaaf'"
Name:Lloyd Pilchen
Title: City Attorney
City Clerk for City of Adfl t -ti-i
A
By:
-3-
363
EXHIBIT "A"
(Master Agreement)
.4-
364

CITY OF ADELANTO

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 6th day of January, 2020, 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 Pacific Code Compliance LLC, a California Limited Liability Company, with its principal place of business at P. 0. Box 8713, Redlands, CA 92375 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

2.2 Project.

City desires to engage Consultant to render such professional administrative and engineering consulting services for the Engineering Services project ("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 fully and adequately supply the professional administrative and engineering consulting 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 January 1, 2020 to December 31, 2020, 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 I OMLO: October 2018
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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 Requirergents. All work prepared by Consultant shall be subject to the approval of City.

3.2.3 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 are as follows: Brian Wolfe.

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 David J. Martinez, 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 subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally 2 OMLO. October 2018
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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 Time 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 Typss 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. (A) Commercial General Liability: 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 in addition to 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.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Code 1), or if Consultant has no owned autos, "Hired Auto" (Code 8) and "Non-Owned Auto" (Code 9), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
(C) Workers' Compensation/Employer's Liability: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a 3 OMLO: October 2018
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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. (D) 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 exclusions that 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.

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) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) 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. (B) Automobile Liability:
(1) 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. (C) Workers' Compensation:
canceled or the
the City except
that the insurer
and volunteers.
(1) Cancellation: Required insurance policies shall not be coverage reduced until a thirty (30) day written notice of cancellation has been served upon ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating waives all rights of subrogation against the City, its officials, officers, employees, agents, 4 OMLO: October 2018
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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.

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.

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.

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.

3.2.9.10Enforcement 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.
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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.

3.2.9.12Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:
(A) The Retroactive Date must be shown and must be before the effective date of the Agreement or the beginning of work under this Agreement. (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. (C) 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.

3.2.9.13Uecial 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.

3.2.9.14Insurancefor SubconsuItants. 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.

The Consultant shall provide satisfactory evidence of compliance with this section upon request of the 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, but shall 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 other safety 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.

3.2.11 Water Quality Management and Compliance.
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3.2.11.1Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.

32.11.2Compliance with Water Quality Laws. Ordinances and Regulations.

Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City's ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant shall additionally comply with the lawful requirements of the City, and any other water district, municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

3.2.11.3Standard of Care. 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.

3.2.11.4Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Section 3.2.12.2 of this Agreement is a violation of federal and state law.

Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant's failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant's failure to comply with the laws, regulations and policies described in Section 3.2.12.2 of this Agreement, or any other relevant water quality law, regulation, or policy.

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 NINE HUNDRED SIXTY THOUSAND DOLLARS ($960,000.00) without written approval of the City Council or City 7 OMLO: October 2018
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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 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 and approval of the City Council.

3.3.5 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."

3.4 California Labor Code Provisions.

3.4.1 Prevailing Wage Law. Consultant is aware of the requirements of California Labor 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 wvvw.dir.ca.gov/dIsr/. 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 the Consultant'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.

3.4.2 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.
8 OMLO: October 2018
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3.5 Accounting Records.

3.5.1 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 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:

City:

Pacific Code Compliance, LLC
P. 0. Box 8713
Redlands, CA 92375
ATTN: David J. Martinez
City of Adelanto
11600 Air Expressway
Adelanto, California 92301
ATTN: Jessie Flores
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.

3.6.2 Ownership of Materials and Confidentiality.
9 OMLO: October 2018
373

3.6.2.1 Documents & Data: Licensing of Intglicctuat 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"). Consultant shall require all subconsultants to 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.

3.6.2.2 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") unless the City's legal 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.

3.6.4 Attorneys 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.

3.6.5 Indemnification.
10 OMLO: October 2018
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3.6.5.1 Scope of Indemnity. To the fullest extent permitted by law, Consultant shall defend (with 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.

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's fees and costs, including expert witness fees. Consultant shall 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 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. 11 OMLO: October 2018
375

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.

3.6.15 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 full 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 Equal 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 its signature hereunder, Consultant certifies that 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.

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 12 OMLO: October 2018
376
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. Consultant shall 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.

PACIFIC CODE COMPLIANCE LLC
-77
By:

Jessie es
City Manab ' r
D7dS Martinez, P tpal
ATTEST:

By:

By: b,d,
City Clerk '
APPROVED AS TO FORM:

By:

Victor Ponto
City Attorney

CITY OF ADELANTO
13 OMLO: October 2018
377
EXHIBIT "A"

SCOPE OF SERVICES
Provide the City with professional services and dedicated personnel to perform the following: provide asneeded services including Community Development Department management, plan review, inspections for building inspection, permit technician services, Community Development Director, Building Official services, and Planning services.

OMLO: October 2018
378
EXHIBIT "B"

COMPENSATION

PACIFIC CODE COMPLIANCE

SCHEDULE OF FEES -ADELANTO

CLASSIFICATION HOURLY RATE
Principal S I 75 00
Exp cit Witness Testiniony- Deposition 3175.00
Expert \ ess Testimony Gaut S375.00
Structural Engineer 3135.00
Civil Engineer SI WOO
Architect S135.00
Principal Landscape Architect S125.00
Associate Landscape Architect 5105,00
Senior Prt.ject Managei S I 15.00
Project Managei 3105.00
Landscape Project Manager S I 15.00
CDBCi Manager 3115.00
CORO Senior Staff S95,00
Housing Manager S110,00
Housing Staff 310000
Housing Inspector 585.00
Pre vail big Wage;Dav is Bacon 3100 00
Payroll Staff 3110 00
Emergency Management 3110,00
Developnunt Sarcleras DireLtor $135.00
Puge I
379
Building Official $120.00
Fite MarOlal 514500
Scnio Plan Check Engineei 51250(1
Plan Cheek Engineer 511-000
Senior Building Inspecto 595.00
Building Inspector 585.00
Plan RE!ViBtk SHI'V cos Bared. an Pere mirage of Fee Callecleti (711°A.) Or hourly depen ding on the ii:re of the prolect
$105.fhl
Counter Tech 565.00
CASp Say ic CS. 590,00
Senior Code En ii)1412111CIlt Office! 59500
Code En firreeraent Office) 555,00
City Plum ner 5125.00
Senior Planner 5125.00
Planner 5110.00
Argociate Planner 585.00
Suppint :lei vices 545,00 - 565.00
ovcitimc Charges Additional 50% of Hourly Rate
Arklitilinal 50% of Hourly Rate
Holiday Sci vice.r Additional 65%01 -Hourly ROTC
NOTES:
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24482.00000\29962125.1
380
\opIacL__
Greg Wc1cr, CB0
President, Board of Directors
Certificate No. 53142041
TOL

INTERNATIONAL CODE COUNCIL

MR DAVID J MARTINEZ
The inteirtatturial Code CciunicijdtteSIS that the individual named on Mrs eeMlicate has safisfacto4 dertmostraferf knowledge as required by the Mtemahone Code Council by sliacessfully completing the ptescnbed whiten examination based an codes and standards then in affect, and is hereby issued HO ceralication as:

Certified Building Official
Given this day December 17, 2019
Dominic Sims, CB0
Chief Executive Officer
This certificate is the property of ICC end most be returned to la in the event of suspension or revocation of the certificate 381
Greg ekr, CBO
President, Board of Directors
Dominic Sims, CBO
Chief Executive Officer

1.1111.111 7111Er .1

INTERNATIONAL CODE COUNCIL

MR DAVID J MARTINEZ
The International Code Council attests that the indiradoal named on this certificate has satisfacto* demonstrated knowledge as !enquired by the international Code Council by successfully coniplefing Ina prescribed written examination based on corks and Sizinclards then in effect and is hereby issued this certification Z..

Building Plans Examiner
Given this day December 17, 2019
[Certificate No. 5314204
This certikate is the property of/CC and must be returned to ICC in the event of suspension or revocation of the certificate. \>,
382
Certcate No. 531420411
IPM1.7nmilm- t,, ED'

INTERNATIONAL CODE COUNCIL

MR DAVID J MARTINEZ
The International Code Council attests that the inclividtrat named on this certificate has sah6factonly demonstrated knowledge as required by the International Code Council by successfully completing the prescribed written examination based on codes and standards Men In effect, and is hereby issued tins certthcation as:

Certified Building Official
Given this day December 17, 2019
Greg AL eier, CB0
President, Board of Directors
Dominic Sims, CBO
Chief Executive Officer
This certificate is the property of ICC and must be returned to ICC in the event ot suspension or revocation of the certificate. 383
Greg WcIcr, CRO
President, Board of Directors
Dominic Sims, CB0
Chief Executive Officer
This certificate is the property of/CC and must be returned to IX in the event of suspension or revocation of the certificate, ERIOL

INTERNATIONAL CODE COUNCIL

MR DAVID J MARTINEZ
The international Code Councd attests that the individual named on this cen'ificate has satisfactorily demonstrated knowledge as required by the international Code Council by successfully completing the prescribed written examination based on codes and standards then in effect, and is hereby issued this certification as:

Building Plans Examiner
Given this day December 17, 2019
[Certificate No. 5314204]]
384
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387

CITY COUNCIL AGENDA REPORT
DATE: June 22, 2022
TO: Honorable Mayor and City Council Members
FROM: Angel Castellanos, Director of Finance
SUBJECT: CONSIDERATION OF AMENDMENT NO.4 TO THE PROFESSIONAL SERVICES

AGREEMENT WITH ANESE & ASSOCIATES LLC TO EXTEND THE CONTRACT

TERM ON A MONTH-TO-MONTH BASIS FOR PERIOD NOT TO EXCEED A TOTAL

OF SIX MONTHS
STAFF RECOMMENDATION:

Staff recommends City Council approve an amendment No. 4 to Anese & Associates LLC professional services contract to extend the term of the agreement and modify the amount of compensation paid.

BACKGROUND:

At the meeting of September 25, 2019, the City Council approved Professional Services Agreement (“Agreement”) with Anese & Associates LLC to provide contract cannabis compliance services through March 11, 2020. On March 11, 2020, the City Council approved Amendment No. 1 extending the contract until March 11, 2021 as well as accepting the Contractors proposal to lower hourly rate as an acknowledgement of the City’s fiscal situation. On February 10, 2021, the City Council approved Amendment No. 2 which extended the contract to December 31, 2021. On December 8, 2021 the City Council approved Amendment No. 3 which extended the contract to June 30, 2022. The contract and amendments approved provided that Anese & Associates LLC would perform the following services:
• Create and maintain a database of cannabis business operations within the City of Adelanto. • Audit cannabis excise taxes on an actual and annual basis to ensure that all licensed operators are paying the appropriate taxes due.
• Provide oversight and technical assistance to the Adelanto Stadium and Event Center for cannabis events, ensuring excise taxes are collected post event. • Conduct meetings with cannabis businesses to communicate regulations included in the City ordinances.
• Provide ongoing technical assistance to cannabis operators who are at various stages of permitting within the City of Adelanto.
388

CITY COUNCIL AGENDA REPORT
• Serve as a direct liaison with the State of California’s Department of Cannabis Control, making recommendations for the approval and revocation of local cannabis permits and State licenses. • Seek and apply for cannabis related grants to help the City plan for and administer future programs such as cannabis compliance and cannabis equity programs. • Answer incoming cannabis related phone calls 24/7 to provide assistance to the public in an effort to help generate business for the City of Adelanto.

Anese & Associates LLC has progressed the overall cannabis compliance division within the City of Adelanto, evidenced by the following achievements:
• Implementation of the permit fee recovery program, effectively observing the ordinance requirement to renew cannabis permits on an annual basis. The City is now caught up with past due renewal fees and has continued to collect them on an annual basis from all permitted operators.
• Achieved a greater than 80% increase in tax revenue generation as compared to revenue prior to contract approval.
• Applied for cannabis related grants including the first to begin planning for the City’s Cannabis Equity Program and another which was awarded in 2020 for Covid-19 related expenses. • Production of monthly turned quarterly council reports, detailing the cannabis compliance efforts and progress the city is making in this field.
• Participated in launching the Single Point of Sale pilot program for cannabis events at the Adelanto Stadium and Event Center.
• Bridged the gap between State and local compliance measures, producing an administrative cost savings by utilizing State resources to help achieve maximum compliance.

This amendment extends the term of the agreement for up to six months until December 31, 2022, unless earlier terminated. Although Anese & Associatesservices are billed at an hourly rate, amendment no. 4 sets the total “not to exceed” amount paid to Anese & Associates for the beginning of Fiscal year 2022-2023 at $57,600.

FISCAL IMPACT:

There is no change to the contract’s original hourly rates. The amount of extension will be included in the Fiscal Year 2022-2023 budget.

ATTACHMENTS:

A. Contract Amendment No. 4
B. Original Contract
389
1 2022

FOURTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Cannabis Compliance Services)
(Parties: City of Adelanto and Anese & Associates, LLC) THIS FOURTH AMENDMENT (hereinafter, “Fourth Amendment”) to that certain agreement entitled “Professional Services Agreement”, dated September 11, 2019 (hereinafter, “Master Agreement”), is hereby made and entered into this 22nd day of June, 2022 (hereinafter, “Effective Date”), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, “City”) and ANESE & ASSOCIATES, LLC (hereinafter, “Consultant”). For purposes of this Fourth Amendment, the capitalized term “Parties” shall be a collective reference to both City and Consultant. The capitalized term “Party” may refer to either City or Consultant interchangeably, as appropriate.

RECITALS
This Fourth Amendment is made and entered into with respect to the following facts:

WHEREAS, on September 11, 2019, the Parties executed and entered into the Master Agreement for Consultant to provide cannabis compliance services; and WHEREAS, the Master Agreement was later amended by way of a first amendment (hereinafter “First Amendment”), and approved by the City Council of the City of Adelanto (“City Council”) at its Regular Meeting of March 11, 2020, to extend the Term and to increase the compensation; and
WHEREAS, on February 24, 2021, the Parties entered into and executed a Second Amendment to the Master Agreement to modify the compensation and extend the Term of the Master Agreement; and
WHEREAS, on December 9, 2021, the Parties again amended the Master Agreement by way of a third amendment (“Third Amendment”) to extend the Term of the Master Agreement; and
WHEREAS, for purposes of this Fourth Amendment, the Master Agreement as amended by way of the First, Second and Third Amendments may be referred to collectively as the “Master Agreement.” The Master Agreement is attached and incorporated hereto as Exhibit “A”; and WHEREAS, the Parties now wish to further modify the Compensation to allow for continued Services through the termination of the Master Agreement.

SECTION 1. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended to increase the monthly compensation to Nine Thousand Six Hundred Dollars ($9,600) for a not-to-exceed Compensation of the Master Agreement by Fifty-Seven Thousand Six 390
2 Hundred Dollars ($57,600), without written approval of City Council or City Manager, as applicable, to allow for all Services contemplated under the Master Agreement, First Amendment, Second Amendment, and Third Amendment for the remainder of the Term.

SECTION 2. Except as otherwise set forth in this Fourth Amendment, the Master Agreement as previously amended by way of the First, Second and Third Amendments shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Fourth Amendment together with the Master Agreement and the First, Second and Third Amendments, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents. In the event of a conflict or inconsistency between the provisions of this Fourth Amendment, including any and all attachments to this Fourth Amendment and the provisions of the Master Agreement or the First Amendment, Second Amendment or Third Amendment, the provisions of the Fourth Amendment shall govern and control but only to the extent of the conflict and no further.

SECTION 3. The provisions of this Fourth Amendment shall be deemed a part of the Master Agreement as previously amended by way of the First Amendment, Second Amendment and Third Amendment and except, as otherwise provided under this Fourth Amendment, the Master Agreement as previously amended by way of the First Amendment, Second Amendment and Third Amendment and all provisions contained therein shall remain binding and enforceable. [SIGNATURES ON NEXT PAGE]
391
3 IN WITNESS WHEREOF, the Parties hereto have caused this Fourth Amendment to be executed on the day and year first appearing above.

CITY:

CITY OF ADELANTO
By:__________________________________
Jessie Flores, City Manager
Date:

APPROVED AS TO FORM:

By:__________________________________
Marc Tran, City Attorney
Date:

CONSULTANT:

ANESE & ASSOCIATES, LLC
By:_____________________________
Name:_________________________
Title: ___________________________
Date:
392
4 EXHIBIT “A”

MASTER AGREEMENT
393

THIRD AMEDMENT TO PROFESSIONAL SERVICES AGREEMENT
THIS THIRD AMENDMENT (hereinafter, "Third Amendment") to that "Professional Consultant Services Agreement", dated September 11, 2019 (hereinafter, the "Master Agreement") by and between CITY OF ADELANTO, a California municipal corporation (hereinafter, "City") and ANESE & ASSOCIATES, LLC (hereinafter, "Consultant"), hereby made and entered into this 9th day of December 2021 ("Effective Date"). For purposes of this Third 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 THIRD AMENDMENT is made and entered into with respect to the following facts:

WHEREAS, on September 11, 2019, the Parties executed and entered into the Master Agreement for Consultant to provide cannabis compliance services; and WHEREAS, on March 11, 2020, the Parties executed and entered into the First Amendment for Consultant to expand the scope of services and continue to provide cannabis compliance services; and
WEHREAS, on February 10, 2021, the Parties executed and entered into the Second Amendment to extend the Term off the Master Agreement; and WHEREAS, the Master Agreement as amended by way of the Second Amendment and First Amendment is attached and incorporated hereto as Exhibit "A"; and WHEREAS, the Parties further wish to amend the Master Agreement to further extend the Term of the Agreement.

AGREEMENT:

1. Section 3.1.2 of the Master Agreement is further amended in part to add a new paragraph as follows:

The Term of this Agreement shall be further extended by the Third Amendment to the Master Agreement and shall commence on the Effective Date of the Third Amendment to the Master Agreement and shall terminate on June 30, 2022. The City may also terminate at any time pursuant to Section 3.6.1 of the Master Agreement.
394

2. Except as otherwise set forth in this Third Amendment, the Second Amendment, the First Amendment, and Master Agreement shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Third Amendment, together with the Second Amendment, First Amendment and Master Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

3. The provisions of this Third Amendment shall be deemed a part of the Second Amendment, First Amendment, and Master Agreement and except, as otherwise provided under this Third Amendment, the Second Amendment, First Amendment, and Master Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Third Amendment and the provisions of the Second Amendment, First Amendment and Master Agreement, the provisions of this Third Amendment shall control, but only in so far as such provisions conflict with the Second Amendment, First Amendment and Master Agreement and no further. [SIGNATURES ON FOLLOWING PAGE]
395
By:
•cs, City anager
Date:_
IN WITNESS WHEREOF, this Third Amendment has been executed as of the day and year first set forth above.

CITY OF ADELANTO:

ATTEST:
k
Brenda Lopez
City Clerk
Date: I 07 I a
APPROVED AS TO FORM:

Marc Tran, City Attorney
Olivarez Madruga Lemieux O'Neill
ANESE & ASSOCIATES, LLC:

Jaimie Lewis
Date: 12/16/2021
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EXHIBIT "A"
Master Agreement
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Lloyd Pilchen
City Attorney
Jaimie A Lewis
Owner of Anese & Associates LLC
March 3, 2021
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AMENDMENT NO. l TO PROFESSIONAL SERVICES AGREEMENT
This Amendment No. 1 to the Professional Services Agreement ("First Amendment") is entered into as of March 11, 2020 ("Effective Date"), by and among CITY OF ADELANTO, a California municipal corporation ("City"), ANESE & ASSOCIATES, LLC ("Contractor").

Contractor and City are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties."

RECITALS
A. Contractor and City executed that certain Professional Services Agreement with an effective date of September 25, 2019 ("Master Agreement"), to provide cannabis compliance services for the City, which is attached hereto as Exhibit "A" and incorporated by reference.

B. On September 11, the Master Agreement was taken to Council and re-agendized for continued consideration.

C. On September 25, 2019, the Parties agreed on the Master Agreement.

D. Contractor and City now desire to amend the Master Agreement as hereinafter provided. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Master Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and City hereby agree to amend the Master Agreement as follows:

1. Section 3.1.2 (Term) is amended in part to read as follows:
"The term of this Agreement shall be from March 11, 2020 to March 11, 2021, 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.

2. Section 3.3.1 (Compensation) of the Master Agreement is hereby amended in part to read as follows:
"Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth Exhibit "B" of the Master Agreement. The total compensation under this First Amendment shall not exceed Ten Thousand Eight Hundred Eighty Dollars ($9,600) per month without written approval of the City Council or City Manager as applicable.

3. Exhibit "B" - Compensation of the Master Agreement is hereby amended in part to read as follows:
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"All activities and work produced will be billed at eighty ($80.00) dollars per hour for actual time worked, reported in quarter hour (15 minute) increments. The total compensation shall not exceed fifteen-thousand six hundred and forty dollars per month ($9,600) without written approval of the City Council or City Manager as applicable."

4. Miscellaneous.
(a) 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.
(b) Entire Agreement. The Master Agreement, together with this First Amendment, embodies the entire understanding between Contractor and City with respect to its subject matter and can be changed only by an instrument in writing signed by Contractor and City. (c) Counterparts. This First Amendment may be executed in one or more counterparts, including facsimile counterparts or electronic-mail counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same First Amendment.
[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

CITY OF ADELANTO,
a C.a.illignialmmicipA coT9Ittion__
e V:Ao P-t-S
A iv- •
Date:3 1 I 12_0 2-0
ATTEST:

City Clerk for City of Ad;l :aruo71"—
APPROVED AS TO LEGAL FORM:

Victor M. Ponto, City Attorney
By: t
Name: Victor M. Ponto
Title: Adelanto City Attorney

CONTRACTOR
ANESE & ASS9CIATES, LLC
By:

Name: .341;vit
Title: Cov-WIti confrodini
Date: 4/ IISO
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EXHIBIT "A"
(Master Agreement)
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CITY OF ADELANTO

CONTRACT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Contract Services Agreement ("Agreement") is made and entered into this 11th day of September, 2019, 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, Adclanto, California 92301 ("City") and Anese & Associates LLC, a Limited Liability Company, with its principal place of business at 5602 Sycamore Ave, Rialto, CA 92377 ("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 cannabis auditing, compliance program development, and management services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in creating internal workflow for compliance tracking of cannabis businesses, as well as cannabis auditing, compliance program development, and management services to public clients, is licensed in the State of California (if applicable), and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such cannabis auditing, compliance program development, and management services for the project ("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 fully and adequately supply the full scope of grants and cannabis compliance 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 September 11, 2019 to March 11, 2020, 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.
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3.2 Responsibilities of Consultant.

3.2..1 Independent Contractor: Control and Payment or 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 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 Requirement&
Consultant shall be subject to the approval of City.

3.2.3 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 are as follows: Jaime Lewis, Consultant.

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 Jaime Lewis, Consultant, 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 2 omi.o: ociober 2018
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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.

3.2.7 Standard of Care: Performance of Employees. The Consultant shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City's authorized representative. The quality of Services shall meet or exceed those standards established by the City or the City or County of jurisdiction. The Consultant shall perform all Services under this Agreement in a skillful and workmanlike manner, and 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 subcontractors shall have sufficient skill and experience to perform the Services assigned to them.

Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that arc 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. Consultant shall at all times enforce strict discipline and good order among its employees. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Services, 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 on the Services.

3.2.8 Laws and Retzulations. 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 bylaw. 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.
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3.2.9.1 Time for Compliance. Consultant shall riot 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.
(A) Commercial General Liability: Commercial General
Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CC 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 in addition to the limits. The policy shall contain no endorsements or provisions (I) 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.
(B) Workers' Compensation/Employer's Liability: Workers' 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.

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:
(I) 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. (2) 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.
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3.2.9,4 Primary and Non-Colittiting 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 subconsultarns.

3.2.9.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must he 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 sell-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 ifthey 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 Covera&e. In the event any policy of insurance required under this Agreement does not comply with these speeitications 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, 5 OM L.CY Oclobei 2010
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3.2.9.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current AM. 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 or Agreement Provisions C_non-estoppell.

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance 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 arc 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:
(A) The Retroactive Date must be shown and must be before the effective date of the Agreement or the beginning of work under this Agreement. (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.
(C) 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 ()fall services under this Agreement.

3.2.9, 1 3 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.
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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 subconsultants 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 CO 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. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

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 Fifteen-thousand six hundred and forty dollars per month ($15,640,00) 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 or Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe 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 Reimbarsement lot .Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement. 7 OM LO: October 2018
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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.

3.3.5 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."

3.4 California Labor Code Provisions.

3.4.1 Prevailing Wage Law. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et 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 the Consultant'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.

3.4.2 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.

3.5.1 Maintenance and inspect*. 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 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.
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3.6 General Provisions.

3.6.1 Termination of Agreement.

3.6.1.2 Effectof Termination.If this Agreement is terminated as provided herein, City will 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 immediately.

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 Dolivay or 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: Jaimie Lewis
Anese & Associates, 1,1_.0
5602 Sycamore Ave.

Rialto CA 92377
City: City of Adelanto
11600 Air Expressway
Adelanto, CA 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.

3.6.2 Ownership or Materials and Confidentiality.
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3.6.2.1 Documents & DLi Licensing or intacctuai 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"). Consultant shall require all subconsultants to 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.

3.6.2.2 Confide ttiality. 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") unless the City's legal 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: (I) 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.

3.6.4 Attorricy!_sFees. 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.

3.6.5 Indemnification.

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

3.6.6 Entire AgaLvinent. 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 G_pveming Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. 0M1.0! October 20 13
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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 limploy Other Consultants. City reserves right to employ other consultants in connection with this Project.

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

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

3.6.15 No Third-Party I3eneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.16 Invalidity; Severabilitv. 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 full 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 12 ONALOI Ocloher 2015
438
By: N,AA-kkik. By:

Tasie :lores
C.. City Ma ager
Jain/c Lewis, ( Isultant
Anese & Associates, LLC
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 1:lqual 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 non-discrimination 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 its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor code which require every employer to be insured against liability for Workers 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.
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 PriorApproval Required. Consultant shall 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 ANESE & ASSOCIATES LLC
ATTEST:
13 OMLO: October 20111
439
APPROVED AS TO FORM:

By:

Victor Polito
City Attorney
1/1
440
EXHIBIT "A"

SCOPE OF SERVICES
CANNABIS COMPLIANCE SERVICES:
• Research and investigate cannabis businesses to ensure compliance with City regulations. • Auditing financial documents of active and non-active cannabis businesses who operate(ed) in the City.
• Create sound internal controls for cannabis compliance and monitor adherence to them. • Evaluate the efficiency of controls and improve them continuously. • Prepare reports for senior management and external regulatory bodies as appropriate. • Prepare and consolidate financial statements and work papers and provide support for outstanding external audits.
1 441
EXHIBIT "B"

COMPENSATION
All activities and work produced will be billed at eighty-five ($85.00) dollars per hour for actual time worked, reported in quarter hour (15 minute) increments. The total compensation shall not exceed fifteen-thousand six hundred and forty dollars per month ($15,640.00) without written approval of the City Council or City Manager as applicable. 442

CITY COUNCIL AGENDA REPORT
DATE: June 22, 2022
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager
BY: Marc Tran, City Attorney
SUBJECT: CONSIDERATION AND ADOPTION OF A RESOLUTION AUTHORIZING A PROCEDURE

FOR DONATIONS TO NONPROFIT ORGANIZATIONS FROM THE ADELANTO COMMUNITY BENEFIT CORPORATION.

STAFF RECOMMENDATION:

Staff recommends that the City Council approve and adopt Resolution No. 22-49 authorizing the donations from the Adelanto Community Benefit Corporation (ACBC) to nonprofit organizations in order to provide financial assistance to community service organizations and nonprofit corporations.

BACKGROUND:

The Adelanto Community Benefit Corporation was established in 2009 with the specific purpose to operate exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The specific purpose of this corporation is to coordinate beautification and other community enhancement opportunities in the City of Adelanto.

The objectives of this Corporation shall be to coordinate the use and development of community resources to promote and support activities which advance the overall well-being and improve the quality of life of persons in Adelanto.

The general purposes and powers of this Corporation include receiving, holding, and disbursing gifts, bequests, devises, and other funds to advance the purpose and objectives of this Corporation; On March 24, 2022, the City Council directed staff to develop a procedure and application process in order for the City to provide financial support to community organizations. On April 27, 2022, staff presented a report, resolution and draft application for the City Councils consideration and direction. At said meeting, City Council provided additional recommendations. In response to those recommendations, Staff has prepared a revised-proposed resolution, procedure and application for donations.

PURPOSE
The City desires to support a limited number of special community programs and activities of direct benefit to the Adelanto residents. A donation does not obligate the City to subsequent or ongoing funding. The ACBC will be administered by the City’s Finance Department. 443

ELIGIBILITY REQUIREMENTS AND RESTRICTIONS
Eligibility criteria include, but are not limited to:

1. The City will consider requests for donations to community service organization and nonprofit corporations that directly serve or benefit Adelanto residents.

2. Funding will be provided only to legitimate non-governmental organizations that have a valid and current 501 (c) classification.

3. Donation award eligibility will include criteria of four areas: need, benefit, mission and funding. 4 Donation award eligibility will not include:
a. Programs of other government agencies, including federal, state, county, city, special districts, and school districts.
b. For-profit organizations.
c. Funding for on-going operations or salaries.

APPLICATION AND FUNDING PROCESS

1. Requests will be submitted on an application form provided by the City that will include program description, budget, other revenue sources, estimated number of Adelanto residents serviced, and other requested supporting information. Applicants will work with staff before the application is submitted to confirm that all required information is provided so that the application will be complete when formally submitted. Any application that is incomplete as submitted will not be considered for funding.

2. Requests will be forwarded to the City Council for action. Applicants will be invited to be present to respond to questions.

3. Before funding, each recipient will certify in writing, on a form provided by the City, that funds will be spent in accordance with the donation awarded by the City Council.

4. The City reserves the right to distribute the donation in installments. Unless authorized by the City, the funds will be used in the fiscal year for which they are donated or will be returned to the City.

5. Donations will be approved on a case-by-case basis.

FISCAL IMPACT:

None.

ATTACHMENTS:

Resolution No. 22-49
444
1 RESOLUTION NO. 22-49

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ADELANTO, CALIFORNIA APPROVING AND

AUTHORIZING A PROCEDURE FOR DONATIONS TO

NONPROFIT ORGANIZATIONS FROM THE ADELANTO

COMMUNITY BENEFIT CORPORATION
WHEREAS, the Adelanto Community Benefit Corporation was established in 2009 with the specific purpose to operate exclusively for charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”); and
WHEREAS, the Adelanto Community Benefit Corporation specific purpose of this Corporation is to coordinate beautification and other community enhancement opportunities in the City of Adelanto; and
WHEREAS, the Adelanto Community Benefit Corporation objective shall be to coordinate the use and development of community resources to promote and support activities which advance the overall well-being and improve the quality of life of persons in Adelanto; and
WHEREAS, the Adelanto Community Benefit Corporation general purposes and powers include receiving, holding, and disbursing gifts, bequests, devises, and other funds to advance the purpose and objectives of this corporation; and WHEREAS, the City desires to support a limited number of community service organizations and non-profit corporations which directly benefit the Adelanto residents with donations from the Adelanto Community Benefit Corporation; and WHEREAS, donations are funded from the Adelanto Community Benefit Corporation and are issued by the City’s Finance Department; and WHEREAS, in the event the Adelanto Community Benefit Corporation requires emergency funding from other sources, such funding requires the approval and authorization of the City Council.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ADELANTO DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The City Council, after consideration of the staff report, procedure, and application presented to the City Council, hereby finds that the above recitals are true and correct and incorporate them herein.

SECTION 2. The City Council approves and adopts the procedure and 445
2 application for donations from the Adelanto Community Benefit Corporation; attached hereto as Exhibit 1.

SECTION 3. The City Council further authorizes and directs the City Manager, Director of Finance and staff to take all actions necessary and appropriate to implement and effectuate the intent of the City Council as set forth in this Resolution.

SECTION 4. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions. The City Clerk shall attest and certify to the passage and adoption of this Resolution, and it shall become effective immediately upon its approval.

PASSED, APPROVED AND ADOPTED this 22
nd day of June, 2022.

THE CITY OF ADELANTO
_____________________________
Gabriel Reyes, Mayor
APPROVED AS TO FORM: ATTEST:
______________________________ ________________________________ Marc Tran Brenda Lopez
City Attorney City Clerk
446
Adelanto Community Benefit Corporation
(ACBC)
Procedure and Application for Donations

DELIVERY ADDRESS
City of Adelanto
Finance Department
11600 Air Expressway
Adelanto, CA 92301

QUESTIONS
Angel Castellanos, Director of Finance
[email protected]
(760) 246-2300
447

INTRODUCTION

PURPOSE
To establish a procedure for nonprofit organizations to apply for donations from the Adelanto Community Benefit Corporation (ACBC).

BACKGROUND:

The ACBC was established in 2009 with the specific purpose to operate exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The specific purpose of this Corporation is to coordinate beautification and other community enhancement opportunities in the City of Adelanto.

The general purposes and powers of this corporation include receiving, holding, and disbursing gifts, bequests, devises, and other funds to advance the purpose and objectives of this Corporation.

POLICY
The City desires to support a limited number of special community programs and activities of direct benefit to the Adelanto residents. Donations are considered and awarded on a annual basis, and do not obligate the City to subsequent or ongoing funding.

A. Donations
Donations to nonprofit organizations are funded from the donations made to the ACBC.

B. Eligibility Requirements and Restrictions:

Eligibility criteria include, but are not limited to:

1. The City will consider requests for donations to community service organizations and nonprofit corporations that directly serve or benefit Adelanto residents.

2. Funding will be provided only to legitimate non-governmental organizations that have a valid and current 501 (c) classification.

3. Donation award eligibility will include criteria of four areas: need, benefit, mission and funding. All Donation applicants may address the following questions in the written application and during the presentation to City Council:
i. NEED: What need does the organization seek to meet and how it is meeting this need within the Adelanto community?
ii. BENEFIT: Who will benefit from the organization and how will the organization enhance the quality of life in Adelanto?
iii. MISSION: Why is the City funding critical to carrying out the organization' s mission?
448
iv. FUNDING: What private and/ or community financial support has it received to further its mission?

4. Donation award eligibility will not include:
a. Programs of other government agencies, including federal, state, county, city, special districts, and school districts.
b. For-profit organizations.
c. Funding for on-going operations or salaries.

C. Application and Funding Process

1. Donation request will be submitted on a form provided by the City that will include program description, budget, other revenue sources, estimated number of Adelanto residents serviced, and other requested supporting information.

Applicants will be encouraged to work with staff before the application is submitted to confirm that all required information is provided so that the application will be complete when formally submitted. Any application that is incomplete as submitted will not be considered for funding.

2. Requests will be forwarded to the City Council for action. Applicants will be invited to be present to respond to questions.

3. Before funding, each recipient will certify in writing, on a form provided by the City, that funds will be spent in accordance with the donation awarded by the City Council.

4. The City reserves the right to distribute the Donation in installments. Unless authorized by the City, the funds will be used in the fiscal year for which they are donated or will be returned to the City.

5. Donations will be approved on a case-by-case basis.
449
Donation Application
Please complete and submit one (1) application. Any application that is incomplete will not be considered for funding. Electronic submissions will be accepted.

Organization Name:

Street Address:

City: State: Zip:

Federal Identification Number:

IRS Determination Letter: *Attach copy (Attachment A)
Mission Statement of Organization (brief description of the organization’s primary purpose/mission):

How long has your organization existed?
Local organization: years months
Parent organization (if applicable): years months
Organization Contact Person:

Street Address:

City: State: Zip:

Phone Number: ( ) Email Address:

Officers/Board of Directors (including names, titles, and city of residence for each):

Name: City:

Note: For multiple program/project requests, complete Section 2 for each request and rank in order of priority.

Section 1: Applicant Information
Section 2: Proposed Program/Project Funding Request
450
A. Describe the program. Please include program frequency.

1. Program/Project Description:
a. Frequency:
b. Amount Requested:

B. Please attach a budget for projected revenues and anticipated expenditures for this program/project. (Attachment B)
C. Date anticipated Donation funds will be spent:

D. How do Adelanto residents benefit from this program/project (i.e., how is quality of life improved)? Identify the target population who will receive services/benefit from proposed project; e.g., low-income, special needs, youth, seniors, artists/ performers, etc.:

E. List the total number of unduplicated people to be served or benefitted by this program/project. Include explanation of methodology used to calculate (i.e., log sheets, or other basis for estimate):

1. Adelanto residents:

2. Outside residents:

F. How will the Community be made aware of this project, program, event (marketing tools)? G. List the total number of unduplicated people served or benefitted by this program/project in the prior year:

1. Adelanto residents:

2. Outside residents:

A. What is your fiscal year? From: To:

B. What is your local organization’s total annual budget? Attach a copy of your current fiscal year budget. (Attachment C) C. List other governmental agencies to which you applied for Donation funds.

Section 3: Financial Information
451
Governmental Agency Fiscal Year Amount
Applied For
Amount
Received
D. If your local organization has received donation(s) from the City of Adelanto in the past, provide the following information for the last 5 years.

Year Amount Purpose
Total Number of
Adelanto
Residents
Served/Benefitted
E. If your local organization has received any other type of funding from the City of Adelanto in the past, provide the following information for the last 5 years.

Year Amount Purpose
452

CURRENT YEAR BUDGET
FROM: TO:

Projected Revenue
Anticipated Expenditures:

Operating
Capital
Total Expenditures
Return completed applications to:

Angel Castellanos
[email protected]
(760) 246-2300
Receipt of your application will be sent to you upon submission.

I, (Name & Title), do hereby certify that the information contained herein is to the best of my knowledge, and that any Donation funds awarded will be spent in accordance with City of Adelanto requirements.

Signature Date
453

Adelanto City CouncilJune 22, 2022

Adelanto City Council
June 22, 2022