Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3.6.2.1 3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unlessthe City'slegal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.
3.6.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
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3.6.5 Indemnification.
3.6.5.1 counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims’) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.
Scope of Indemnity. To the fullest extent permitted by law, Consultant shall defend (with
3.6.5.2 Additional Indemnity Obligations. To the fullest extent permitted by law, Consultant shall defend, with counsel of City’s choosing and at Consultant’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.6.5.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim,suit, action or other proceeding. Such reimbursement shall include payment for City's attorney'sfees and costs, including expert witness fees. Consultantshall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.
3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent 10 OMLO: October 2018
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of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.6.12 Construction: References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in foil force and effect.
3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.18 Kqual Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.6.19 Labor Certification. By itssignature hereunder, Consultant certifiesthat it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
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3.6.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.7 Subcontracting.
3.7.1 Prior Approval Required. Consultantshall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF ADELANTO LOCAL EQUITY LLC
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By: \ u By:
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#ieNrlores f
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£ity Manager
Gil Keinan
President
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ATTEST:
By:
Brenda Lopez TJ
City Clerk
APPROVED AS TO FORM:
By:
Marc Tran
City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
ECONOMIC DEVELOPMENT SUPPORT AND ASSISTANCE:
Local Equity LLC shall work with the City of Adelanto to attract capital providers and developers of infrastructure, housing, manufacturing, distribution facilities, and Cannabis facilities.
Technical Assistance and Financial Capacity Increase
Local Equity will provide the following support to the City of Adelanto. •Client Attraction:
- Participation in meetings with large corporationsthat want to invest in the city. - Support the city with direct marketing efforts to corporations that are a fit with the city's goals and objectives.
•Natural Preservation and Mitigation:
- In collaboration with the city, work on preparation and mitigation strategies of the Joshua Tree. •Project Financing:
- Engage in discussions about projects that have high community impact to understand the financing needs. Educate staff and investors about available alternative financing options. This includes City owned infrastructure assets.
- Engage with local lenders and philanthropy to ascertain the level of interest and assemble a debt/equity target group for specific projects.
- Support the city in the development and improvement of the Wastewater facility - Engage with County, State, and Federal government to position projects for grants/ loan support.
- Collaborate with CDFIs, CDEs, and other NGOs on alternative financing - Support the city in creating materials and documentation required to apply for, process, and maintain loans, bonds, and philanthropic capital- as requested. •Stakeholder collaboration:
- Upon request by the client, engage with other public agencies or non-profitsto promote a healthy and collaborative support mechanism for project specific needs.
Based on current discussions, Local Equity estimates the scope of this work at an average of 30 hours/week.
Developer/Investor Support - Not Included
Local Equity may contract with local developers and investors to advance their projects in Adelanto, help attract debt and equity financing, and act as local intermediary. Such costs will be carried by the 3rd party with no impact to the client (The City of Adelanto] 354
EXHIBIT "B"
COMPENSATION
Compensation not to exceed Thirty Thousand Dollars. ($30,000.00) Local Equity LLC fee amount of $30,000 billed at monthly retainer fee of $6,000 over a 5 month contract period from October 1, 2021 to February 28, 2022. 355
1 DR. GIL KEINAN - BIO
Dr. Gil Keinan is a real estate finance and development professional. He is the Managing Director of Local
Equity, an economic development organization and
finance lender that provides financial solutions to
community priority projects in the Inland Empire and the Central Coast. Dr. Keinan also co-founded HObsequio, a
hotel asset management and advisory firm. He previously served as FUSE Executive Fellow with the County of San
Bernardino, leading efforts to attract investment into 57 low-income Opportunity Zone census tracts.
Dr. Keinan’s background includes expertise in real estate with known management and investment firms. His
hands-on operational insights from Four Seasons Hotels, coupled with strong comfort in marketing, management,
development and value creation in private equity, enabled him to lead complicated deals to successful exits. Overall, Dr. Keinan provided leadership to over $2 billion in asset management, and supported over $1 billion in transaction volume.
Dr. Keinan studied the impact of management groups on hotel sales value as part of his doctoral dissertation research at Pepperdine University. He received his M.B.A. from the University of San Francisco, and is a graduate of the University of Surrey (United Kingdom) School of Hospitality Management.
Dr. Keinan is frequently contacted as a resourceful leader for input on multiple non-profits, industry groups, and academia. He serves on the board of directors of the Neighborhood Housing Services of Inland Empire, is a member of the National Real Estate Investor Association, Discover Inland Empire Tourism Association, California Association of Local Economic Development, the American Real Estate Society, Urban Land Institute, and the Hospitality Asset Managers Association. His greatest strength is his ability to creatively untangle ‘hairy’ situations, while building long lasting relationships that provide value to his employees, clients, and partners. He has lived in seven countries and speaks multiple languages, and enjoys discussing the intersection of macro- and micro-economic trends. He currently resides in sunny Southern California with his wife and three boys.
Contact:
Gil Keinan, Local Equity, 603 N Euclid Ave, Ontario, CA 91762.
Phone: +1-213-373-1373 Email: [email protected]
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