Agenda — Adelanto City Council, March 22, 2023 (part 2 of 2)

Staff can suspend or revoke permits upon revocation or suspension of a County Health Department permit or upon the third violation of the proposed ordinance, taking into account previous warnings and the nature of any violations.

Food Truck Operations
Among the prospective regulations include:
• Compliance with all state and local laws, including the City’s noise control ordinance; • Food truck vending limited to the following hours:
o In residential areas: 8:00 a.m. through 8:00 p.m. Sunday through Thursday, and 8:00 a.m. through 9:00 p.m. Fridays and Saturdays.
o In all other areas: 7:00 a.m. through 11:00 p.m. Sunday through Thursday, and 7:00 a.m. to 11:59 p.m. on Fridays and Saturdays.
• Trash cans shall be placed next to food trucks and all generated trash within twenty-five (25) feet shall be collected and disposed;
• No discharging of liquid waste into storm drains;
• No off-truck signage allowed except for menus or promotional signs placed next to the food truck;
• No tables, chairs, stools, etc. can be placed by the food truck; • No overnight parking of food trucks; and
• Food truck operations cannot create vehicular hazards.

The ordinance also imposes restrictions on food trucks operating on the public right-of-way (e.g. roads, roadway shoulders, public property). Food trucks cannot obstruct pedestrian or vehicular traffic and cannot have customers in the street. Additionally, food truck vending cannot face toward the roadway if parked alongside a road.

Violations and Penalties
Violations are punishable as an infraction or misdemeanor, or as an administrative violation with a fine not exceeding $1,000.

Unresolved Matters
Fees: At this time, staff is working to develop the amount of the food truck permit fee and will draft a resolution setting forth its amount for City Council approval. Additionally, the City’s business license fee schedule may require updating to set a business license fee amount for food trucks.

Highway 395: Because food trucks typically park in the vicinity of Highway 395, including during the evening, restrictions prohibiting food trucks from parking alongside Highway 395 may be desired. However, Vehicle Code section 22506 requires the California Department of Transportation (Caltrans) to first approve cities’ ordinances or resolutions that prohibit or restrict vehicle parking on state highways. Thus, this prospective ordinance does not impose food truck parking restrictions along Highway 395. However, a separate ordinance regulating food truck activity along Highway 395 can be drafted and incorporate City Council input and direction.
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FISCAL IMPACT:

Anticipated fiscal impact includes the receipt of City food truck permit fees with the fee amount to be determined by a future resolution, and staff time in determining relevant applications and in enforcing the ordinance.

ATTACHMENTS:

Attachment 1: Food Truck Ordinance (Ord. #22-XX).
202
203

FOOD TRUCK

ORDINANCE
2 State & County
Regulations
Proposed City
Regulations
Outstanding Issues
Questions
204
California Retail Food Code (H&S 113700 et seq.)
▪ Food trucks defined as “mobile food facility”
▪ "Any vehicle used in conjunction with a commissary or other permanent food facility upon which food is sold or distributed at retail.” (H&S 11381) ▪ Food trucks require health department approval (S.B. County) ▪ Food trucks required to operate in conjunction with a County-approved commissary
▪ Storage at commissary or other County-approved location (unsanitary conditions) ▪ Report to commissary daily
▪ Food at end of day stored at commissary
▪ Cleaned/serviced daily
3 205
▪ Business name clearly legible and fixed on customer-facing side ▪ Refrigeration units for trucks handling “potential hazardous foods” ▪ Equipment standards to allow for cleaning and sanitation ▪ During operation, no food shall be conveyed or served from any place other than a MFF (except for restocking)
▪ Open air BBQ’s OK if at community event and approved by Health Dept. ▪ Must operate within 200 ft. of available bathroom when stopped for more than 1 hr. ▪ Spare auto equipment/tools not stored in food prep./storage areas 4 206
▪ Nonpermanent food facilities
▪ No specific definition of “food trucks” or “mobile food facilities” ▪ County health permit requirement
▪ MFFs must meet plan check and equipment requirements
▪ Daily commissary reporting requirement
▪ Provide for each month a schedule indicating operating locations ▪ Changes reported within three days
▪ Events involving food trucks in unincorporated areas require special event permits 5 207

FOOD TRUCK ORDINANCE
6 PERMIT EXEMPTIONS RULES & REGS
208
▪ Extension of City’s police powers
▪ To further public health and welfare
▪ State law prevents banning food
trucks in residential areas
▪ Cities can impose time, place, and
manner restrictions (Veh. Code 22455)
▪ City cannot limit food truck vending to
certain areas
▪ State law preempts Cities in area of
traffic control and parking regulations
on public streets
▪ Food trucks defined as:
▪ “motorized device or vehicle by which
any person or property may be
propelled or moved upon a highway,
or which may be towed by a motorized
device or vehicle, from which food or
food products are prepared, sold,
offered for sale, displayed, bartered,
exchanged or otherwise given.”
▪ Excludes sidewalk vendors, roaming
sidewalk vendors, and stationary
sidewalk vendors subject to AMC
7 209
▪ Application
▪ Name & contact info
▪ Description of food items
▪ Hours of operation
▪ Food truck info: description and
photograph of food truck
▪ Copies of all relevant permits (health,
food handlers, seller’s permit)
▪ Payment of permit fees
▪ Renewed annually
▪ Not transferrable
▪ City business license also required
▪ Suspensions/Revocations
▪ By CM or designee
▪ Upon revocation/suspension of County
Health Dept. permit
▪ Communicated to City
▪ Upon third violation of ordinance
▪ Nature of violation(s)
▪ Prior warnings
8 210
▪ Private catering events
▪ When food truck is operating as a
private event caterer
▪ Food truck is on private property
▪ Service limited to party guests only
▪ No payment for orders received by
guests
▪ Compliance with rest of ordinance
▪ Special Events
▪ Vending associated with Cityissued temporary special event permit
▪ Subject to permit conditions
▪ Compliance with rest of ordinance
9 211
212
▪ Compliance with State and local
(County) laws
▪ Valid health permit required
▪ Permit revocation/suspension
communicated to City in writing
▪ County revocation/suspension is
automatic suspension of City food
truck permit
▪ Trash to be collected and disposed
▪ Receptacle to be placed
▪ 25-foot radius
▪ No trash disposal in public receptacles
▪ No liquid discharge into drains or
public right-of-way
▪ Signs not allowed
▪ Except for those on food truck and
menus & promotional signs placed
next to truck
11 213
▪ Stools, tables, chairs not allowed
▪ No attempts to reserve a portion of
public property or public right-ofway
▪ No overnight parking
▪ No equipment left overnight
▪ Vending cannot cause obstruction to
or view of traffic
▪ Cannot obstruct view of traffic
entering street
▪ Hours
▪ Residential areas:
▪ Sun-Thur: 8:00 a.m. until 8:00 p.m.
▪ Fri/Sat: 8:00 a.m. until 9:00 p.m.
▪ Everywhere else:
▪ Sun-Thur: 7:00 a.m. until 11:00 p.m.
▪ Fri/Sat: 7:00 a.m. until midnight
▪ Compliance with noise control
ordinance
▪ Insurance requirement
▪ Cannot vend at parks where City
grants exclusive vending rights to
vendor
12 214
▪ Streets & roads
▪ Sidewalks
▪ Alley
▪ Area along and upon public
road/hwy.
▪ Owned/controlled by government
13 215
▪ Compliance with rest of ordinance
▪ Cannot obstruct pedestrian or
vehicular traffic
▪ Cannot have people in the street
▪ Truck cannot encroach onto sidewalk
▪ Parking/stopping cannot block
driveway
▪ If parked along roadway, then
customer-facing side of truck has to
face away from roadway
▪ No vending on traffic-facing side of
truck
14 216
▪ Food truck permit fees TBD
▪ Set by future resolution (immediately
effective)
▪ Staff to work on fee calculation
▪ Highway 395
▪ Frequently parked along Hwy. 395
▪ State law requires Caltrans to first
approve ordinances/resolutions
restricting or prohibiting parking on
state highways
▪ Issue to be subject of separate
resolution/ordinance
15 217

QUESTIONS
218
219

FOOD TRUCK

ORDINANCE
2 State & County
Regulations
Proposed City
Regulations
Outstanding Issues
Questions
220
California Retail Food Code (H&S 113700 et seq.)
▪ Food trucks defined as “mobile food facility”
▪ "Any vehicle used in conjunction with a commissary or other permanent food facility upon which food is sold or distributed at retail.” (H&S 11381) ▪ Food trucks require health department approval (S.B. County) ▪ Food trucks required to operate in conjunction with a County-approved commissary
▪ Storage at commissary or other County-approved location (unsanitary conditions) ▪ Report to commissary daily
▪ Food at end of day stored at commissary
▪ Cleaned/serviced daily
3 221
▪ Business name clearly legible and fixed on customer-facing side ▪ Refrigeration units for trucks handling “potential hazardous foods” ▪ Equipment standards to allow for cleaning and sanitation ▪ During operation, no food shall be conveyed or served from any place other than a MFF (except for restocking)
▪ Open air BBQ’s OK if at community event and approved by Health Dept. ▪ Must operate within 200 ft. of available bathroom when stopped for more than 1 hr. ▪ Spare auto equipment/tools not stored in food prep./storage areas 4 222
▪ Nonpermanent food facilities
▪ No specific definition of “food trucks” or “mobile food facilities” ▪ County health permit requirement
▪ MFFs must meet plan check and equipment requirements
▪ Daily commissary reporting requirement
▪ Provide for each month a schedule indicating operating locations ▪ Changes reported within three days
▪ Events involving food trucks in unincorporated areas require special event permits 5 223

FOOD TRUCK ORDINANCE
6 PERMIT EXEMPTIONS RULES & REGS
224
▪ Extension of City’s police powers
▪ To further public health and welfare
▪ State law prevents banning food
trucks in residential areas
▪ Cities can impose time, place, and
manner restrictions (Veh. Code 22455)
▪ City cannot limit food truck vending to
certain areas
▪ State law preempts Cities in area of
traffic control and parking regulations
on public streets
▪ Food trucks defined as:
▪ “motorized device or vehicle by which
any person or property may be
propelled or moved upon a highway,
or which may be towed by a motorized
device or vehicle, from which food or
food products are prepared, sold,
offered for sale, displayed, bartered,
exchanged or otherwise given.”
▪ Excludes sidewalk vendors, roaming
sidewalk vendors, and stationary
sidewalk vendors subject to AMC
7 225
▪ Application
▪ Name & contact info
▪ Description of food items
▪ Hours of operation
▪ Food truck info: description and
photograph of food truck
▪ Copies of all relevant permits (health,
food handlers, seller’s permit)
▪ Payment of permit fees
▪ Renewed annually
▪ Not transferrable
▪ City business license also required
▪ Suspensions/Revocations
▪ By CM or designee
▪ Upon revocation/suspension of County
Health Dept. permit
▪ Communicated to City
▪ Upon third violation of ordinance
▪ Nature of violation(s)
▪ Prior warnings
8 226
▪ Private catering events
▪ When food truck is operating as a
private event caterer
▪ Food truck is on private property
▪ Service limited to party guests only
▪ No payment for orders received by
guests
▪ Compliance with rest of ordinance
▪ Special Events
▪ Vending associated with Cityissued temporary special event permit
▪ Subject to permit conditions
▪ Compliance with rest of ordinance
9 227
228
▪ Compliance with State and local
(County) laws
▪ Valid health permit required
▪ Permit revocation/suspension
communicated to City in writing
▪ County revocation/suspension is
automatic suspension of City food
truck permit
▪ Trash to be collected and disposed
▪ Receptacle to be placed
▪ 25-foot radius
▪ No trash disposal in public receptacles
▪ No liquid discharge into drains or
public right-of-way
▪ Signs not allowed
▪ Except for those on food truck and
menus & promotional signs placed
next to truck
11 229
▪ Stools, tables, chairs not allowed
▪ No attempts to reserve a portion of
public property or public right-ofway
▪ No overnight parking
▪ No equipment left overnight
▪ Vending cannot cause obstruction to
or view of traffic
▪ Cannot obstruct view of traffic
entering street
▪ Hours
▪ Residential areas:
▪ Sun-Thur: 8:00 a.m. until 8:00 p.m.
▪ Fri/Sat: 8:00 a.m. until 9:00 p.m.
▪ Everywhere else:
▪ Sun-Thur: 7:00 a.m. until 11:00 p.m.
▪ Fri/Sat: 7:00 a.m. until midnight
▪ Compliance with noise control
ordinance
▪ Insurance requirement
▪ Cannot vend at parks where City
grants exclusive vending rights to
vendor
12 230
▪ Streets & roads
▪ Sidewalks
▪ Alley
▪ Area along and upon public
road/hwy.
▪ Owned/controlled by government
13 231
▪ Compliance with rest of ordinance
▪ Cannot obstruct pedestrian or
vehicular traffic
▪ Cannot have people in the street
▪ Truck cannot encroach onto sidewalk
▪ Parking/stopping cannot block
driveway
▪ If parked along roadway, then
customer-facing side of truck has to
face away from roadway
▪ No vending on traffic-facing side of
truck
14 232
▪ Food truck permit fees TBD
▪ Set by future resolution (immediately
effective)
▪ Staff to work on fee calculation
▪ Highway 395
▪ Frequently parked along Hwy. 395
▪ State law requires Caltrans to first
approve ordinances/resolutions
restricting or prohibiting parking on
state highways
▪ Issue to be subject of separate
resolution/ordinance
15 233

QUESTIONS
234

CITY COUNCIL AGENDA REPORT
DATE: December 14, 2022
TO: Honorable Mayor and City Council Members
FROM: City Manager
BY: City Attorney
SUBJECT: RECOMMENDATION TO THE CITY COUNCIL FOR ADOPTION OF CHAPTER

5.84 TO THE ADELANTO MUNICIPAL CODE FOR A FOOD TRUCK

ORDINANCE
STAFF RECOMMENDS:

Staff recommends that the City Council solicit public comment/input and adopt proposed Ordinance No. 638, also referred to as “Food Trucks”, designed to regulate food truck vending within the City of Adelanto (“City”). This Ordinance will create an application and permit requirement for food truck vendors, set rules for food truck operations, and sets penalties for violations pursuant to the Adelanto Municipal Code. It shall take effect thirty (30) days after passage.

BACKGROUND:

The City Council first considered this draft ordinance on November 9, 2022. At that meeting, the City Council directed staff to incorporate provisions where food truck permits could be revoked upon the second violation of the same provision of this ordinance within a single year, or upon the third violation of any provisions of this ordinance within a year. The Council also directed staff to incorporate a blanket prohibition on the discharging of liquid waste in the City.

Staff has incorporated these directions into the ordinance.

Additionally, staff conferred on this draft ordinance and made revisions to better pursue public health and safety, to make this ordinance more consistent with the City’s ordinance governing sidewalk vendors, and to address comments made by the City Council at the November 9, 2022 meeting. Staff also revised the ordinance to enhance enforcement.

ANALYSIS:

The proposed food truck ordinance defines food trucks as any motorized device or vehicle, and those towed by such vehicles (such as carts, etc.), from which food is prepared and/or sold.

While the draft ordinance excludes sidewalk vendors, staff raised the issue of inconsistent rules and regulations between them and food truck vendors. These revisions and others are discussed below.
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Page 2 ends

Hours
The draft ordinance retains the same hourly restrictions for vending in residential areas, as State law permits food truck vending in these areas. In non-residential areas, food truck vending is allowed from 7:00 a.m. to 11:00 p.m. every day, consistent with sidewalk vending hours. Staff removed the 7:00 a.m. to 11:59 p.m. hours for Fridays and Saturdays in nonresidential areas.

Permit Application
Staff revised the draft food truck ordinance to require prospective food truck operators to indicate in their application whether their food truck(s) is/are equipped with a functioning bathroom containing a toilet and handwashing facility.

Another revision requires prospective operators to provide proof of liability insurance along with copies of their required licenses and certificates upon application submittal.

Food Truck Operations
Revisions to the draft ordinance include the following:
• Food truck operators shall remove and dispose of generated trash within fifty (50) feet (formerly 25 ft.)
• The use of flashing lights, strobe lights, and flood lights is prohibited. • Food truck vendors must have with them while vending within the City relevant documents including their seller’s permit, food handler’s certificate, County health permit, proof of liability insurance, business license, and food truck permit. • As commercial vehicles weighing more than 10,000 lbs. are prohibited from being parked within the City, the ordinance incorporates state law requirement that food trucks be stored at a commissary or at a location approved by the County health department.

Bathroom Access
The ordinance now incorporates the same requirement as Health and Safety Code section 114315 that food trucks be operated within 200 feet travel distance of a bathroom if vending from the same location for more than one hour.

As stated above, the food truck permit application requires prospective food truck operators to indicate whether their food truck(s) is/are equipped with a bathroom. With this information, City code enforcement staff can determine whether a food truck parked at the same location for more than one hour is in violation of this state statute and this ordinance if the relevant application indicates that the food truck lacks a bathroom.

Enforcement/Violations
Staff revised the ordinance’s violations and penalties section to clarify the amounts of possible administrative fines due to violations. As such, the first violation results in a $500.00 administrative fine, the second in a $750.00 fine, and the third violation in a $1,000.00 fine.

Additionally, the ordinance would permit staff to revoke or suspend a food truck operator’s food 236
December 14, 2022

Page 3 ends

truck permit or City business license, or both, if fines are not paid within 30 calendar days.

FISCAL IMPACT:

ATTACHMENTS:

Attachment 1: Food Truck Ordinance (2nd Draft) (Ord. #22-XX).

Attachment 2: Staff Report (Nov. 9, 2022 City Council meeting) Attachment 3: Staff presentation (Nov. 9, 2022 City Council meeting) 237

CITY COUNCIL AGENDA REPORT
DATE: March 22, 2023
TO: Honorable Mayor and City Council Members
FROM: Jessie Flores, City Manager, Angel Castellanos, Director of Finance SUBJECT: CONSIDERATION OF AMENDMENT NO.3 TO THE PROFESSIONAL CONSULTANT

SERVICES AGREEMENT WITH IDEATE CALIFORNIA TO EXPAND THE SCOPE OF SERVICES, EXTEND THE CONTRACT TERM SIX MONTHS (JULY 2023).

STAFF RECOMMENDATION:

Staff recommendsthat the City Council approve Amendment No. 3 to the Professional Consultant Services Agreement with IDEATE California to extend Section 3.1.2 Term on the attached Agreement for six (6) months with an increased compensation not-to-exceed thirty thousand dollars ($30,000). Consultant will continue the scope of services to include development of an Energy Master Plan, maintenance and expansion of the infrastructure including a water treatment plant and develop an Urban Forestry Master Plan. Consultant’s total compensation excludes authorized reimbursements.

BACKGROUND:

On September 22, 2021, the City Manager entered into a Professional Consultant Services Agreement (“Agreement”) with IDEATE California to provide professional economic development consulting services through January 15, 2022, with the ability to authorize extra work where needed, for the amount not-to-exceed thirty ($30,000). The approved contract provided that IDEATE California would perform the services:
• Increase Energy capacity by:
o Identifying existing load capacity issues and load growth needs and making recommendations to the City of Adelanto;
o Work with So Cal Edison and Edison International, along with their statewide and local representatives, to increase available electricity for the City, its residents and commercial customers; and
o Identify alternate strategies to increase load and, as necessary, engage in most cost effective strategies:
▪ Community Choice Aggregation
▪ Providers- Lancaster
▪ Imperial Irrigation District
▪ Nevada Energy
▪ Direct Access
▪ Micro-Grids
238
• Expanding Energy Infrastructure
o Identify long term opportunities for the City
▪ Municipalization
▪ Irrigation district
▪ Micro-Grids/Virtual Power Plan
o Develop implementation plans, locally and statewide. Also, develop an RFP for MicroGrid.
• Economic Development
o Work with the City management to continue to identify economic opportunities, included but not limited to:
▪ Broadband
▪ Workforce Investment
▪ CDFI Expansion/Community Development Centers
▪ General Business Development
Currently, IDEATE California wishes to amend the Master Agreement to expand the General Scope of Services, extend the term, increase compensation and limit reimbursement for expenses. The General Scope of Services will expand to include the 1) expansion of the City’s Energy Master Plan, 2) maintenance and expansion of the infrastructure including the water treatment plant, 3) develop an Urban Forestry Plan that includes mitigation of Joshua Trees.

The Third Amendment will extend the Term of the Agreement by six (6) months and shall commence on January 17, 2023 to July 16, 2023.

There are no amendments to the hourly rate of two hundred fifty ($250)/hr and not-to-exceed twenty (20) hours a month. Services performed at an hourly rate will count towards the monthly not-to-exceed amount. The monthly not-to-exceed amount will remain the same as Amendment No. 2 at Five Thousand dollars ($5,000). The total amendment compensation not-to-exceed amount shall remain the same at Thirty thousand dollars ($30,000) without the written approval of the City Council or City Manager as applicable. Extra work may be authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.

Consultant shall not receive reimbursement for any travel and expenses unless prior written authorization is provided by City Manager and the amount shall not exceed One Thousand dollars ($1,000) a month. The Consultant’s total compensation excludes authorized reimbursements.

FISCAL IMPACT:

For Fiscal year 2023, the net cost of the Amendment No. 3 is $30,000, plus reimbursements, and is included in the budget.

ATTACHMENTS:

1. Third Amendment to Professional Consultant Service Agreement

2. Exhibit “A” Master Agreement

3. First Amendment

4. Second Amendment
239

3. 2023 Scope of Work
240
1 2023

THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS THIRD AMENDMENT (hereinafter, “Third Amendment”) to that certain agreement entitled “Professional Services Agreement”, dated September 22, 2021 (hereinafter, “Master Agreement”), is hereby made and entered into this 22nd day of March, 2023 (hereinafter, “Effective Date”), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, “City”) and IDEATE CALIFORNIA (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, for purposes of this Third Amendment, the Master Agreement as amended by way of the First 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 further extend the Term and further increase the compensation; and
WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a total Not-to-Exceed Sum of ONE HUNDRED FIVE THOUSAND DOLLARS ($105,000) for all work contemplated under the Master Agreement (hereinafter, “Not-to-Exceed Sum”); and WHEREAS, the Parties wish to increase the total Not-to-Exceed Sum of ONE HUNDRED FIVE THOUSAND DOLLARS ($105,000) by THIRTY THOUSAND DOLLARS ($30,000), for a new total Not-to-Exceed Sum of ONE HUNDRED THIRTY FIVE THOUSAND DOLLARS ($135,000) to cover the extended term of the Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and 241
2 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:

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 commencing as of January 17, 2023 through July 16, 2023.

SECTION 2. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended in its entirety to read as follows:

Consultant shall receive compensation, excluding authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “B” which is attached and incorporated hereto. The total compensation shall not exceed a monthly notto-exceed amount of Five Thousand Dollars ($5,000) (hereinafter “Monthly Not-toExceed”) for a total not-to-exceed compensation of One Hundred Thirty-Five Thousand Dollars ($135,000) (hereinafter “Total Compensation”).

SECTION 3. Except as otherwise set forth in this Third Amendment, the Master Agreement as previously amended by way of the First 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 and the First and Second Amendment, 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 Third Amendment, including any and all attachments to this Third Amendment and the provisions of the Master Agreement or the First and Second Amendment, the provisions of the Third Amendment shall govern and control but only to the extent of the conflict and no further.

SECTION 4. The provisions of this Third Amendment shall be deemed a part of the Master Agreement as previously amended by way of the First and Second Amendment and except, as otherwise provided under this Third Amendment, the Master Agreement as previously amended by way of the First and Second Amendment, and all provisions contained therein shall remain binding and enforceable.
[SIGNATURES ON NEXT PAGE]

242
3 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:

IDEATE CALIFORNIA, LLC
By:_____________________________
Name:_________________________
Title: ___________________________
Date:

243
4 EXHIBIT “A”

MASTER AGREEMENT
244

CITY OF ADELANTO

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 22th day of September, 2021, by and between the City of Adelanto, a municipal corporation, organiz'ed under the laws of the State of California, with its principal place of business at 11600 Air Expressway, Adelanto, CA 92301 ("City") and IDEATE California an S-Corporation, with its principal place of business at 315 W. 9th Street, Suite 700, Los Angeles, CA 90015("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

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

2.2 Project.

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

3. TF.RMS.

3.1 Scope of Services and Term.

3.1.1 GeneraJ Scope of Servi.ces. 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 public affairs and creative communication support services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and perfonned in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

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

3.2 Responsibilities of Consultant.

3.2.1 lndependent 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 OMLO: October 2018
245
the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

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

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 is as follows: Mr. Jose Atilio Hernandez.

3.2.4 City's Representative. The City hereby designates Jessie Flores, City Manager, or his/her designce, 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 bul 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 lhe City Manager, City's Representative or his/her designec.

3.2.5 Consultant's Representative. Consultant hereby designates Mr. Jose Atilio Hernandez, CEO, 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 lo City's staff, consultants and other staff at all reasonable times.

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

Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and 2 OMLO: October 2018
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subconsultants 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. 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 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 Senrices Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid inside the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(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 OMLO: October 2018
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(C) 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) Workers' Compensation:
(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. (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.
(B) Professional Liability (Errors & Omissions):
(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. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable Lo this Agreement. The policy must "pay on behalf of' the insured and include a provision establishing the insurer's duty to defend.

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

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

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

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

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

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

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

3.2. 9.10 Enforcement of Agreement Provisions (non estoppel}. Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.2.9.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained herein 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. 5 OMLO: October 2018
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(C) lf coverage is canceled or non-renewed, and not replaced with another claims-made policy fonn 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.

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

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

All policies of Commercial General Liability insurance provided by Consultant's subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form lSO 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.

3.2.10.1 Standard 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.

3.3 Fees and Payments.

3.3. l Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed Thirty thousand dollars ($30,000.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, wi 11 be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe 6 OMLO: October 2018
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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.

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 Prevai I ing Wage Law. Consultant is a ware of the requirements of Cali fomia Labor Code Section 1720, et .film-, 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. Tfthe 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 comp 1 y 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 subjecl 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. l 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 7 OMLO: October 2018
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to this Agreement. Consultant shall al low 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. l 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. ln 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:

Jose Atilio Hernandez
315 W. 9th Street, Suite 700
Los Angeles, CA 9001 5
City of Adelanto
11600 Air Expressway
Adelanto, California 92301
Attn: Brenda Lopez, City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address.

Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
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3.6.2 Ownership of Materials and Confidentiality.

3.6.2.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherv.rise 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 aft.er 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 shal\ 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 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.S. l 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 tees 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 oflaw, 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 arc 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 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.
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3.6.20 Authority Lo 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. 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
ATTEST:

By:
renda T ,opez
City Clerk
APPROVED AS TO FORM:

By:

Marc Tran
City Attorney

IDEATE CALIFORNIA
By:

President
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EXHIBIT "A"

SCOPE OF SERVICES
ECONOMIC DEVELOPMENT SUPPORT AND ASSISTANCE:

IDEATE shall work with the City of Adelanto to I) increase the City's energy capacity, 2) work to expand the City's Energy Infrastructure, and 3) expand economic development opportunities for the city.

Specifically, IDEA TE shall:

Increase Energy Capacity
Identify existing load capacity issues and load growth need o Provide written recommendations to the City
o As necessary, present recommendations to City Council/Mayor Work with So Cal Edison and Edison International to increase available electricity for the City and its residential and commercial customers.
o Connect with Statewide and Local Edison Representatives o Connect with Statewide and Local decision-makers
Identify alternate strategies to increase load and as necessary engage in most cost effective strategies
o Community Choice Aggregation
Providers- Lancaster
o Imperial Irrigation District
o Nevada Energy
o Direct Access
o Micro-Grids
Expand Energy Infrastructure
Identify long term opportunities for the City
o Municipalization
o Irrigation District
o Micro-Grids/Virtual Power Plan
Develop implementation plans
o Local Campaign
o Statewide Legislation
o MicroGrid RFP
Economic Development
Work with the City management to continue to identify economic opportunities, included but not limited to
o Broadband
o Workforce Investment
o CDPI Expansion/Community Development Centers
o General Business Development
257
258
EXHIBIT "B"

COMPENSATION
Compensation not to exceed Thirty Thousand Dollars. ($30,000.00) IDEATE respectfully requests $30,000 from September 16, 2021 to January 15, 2021. IDEATE shall adjust its $650/hr rate and provide a discounted rate of $250/hr, not to exceed 30 hours a month.

IDEA TE shall submit monthly itemized invoices to City of Adelanto in the amount of $7000 a month beginning October 15th. $2000 shall be due upon execution of this agreement. 259
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FIRST AMENDMENT TO PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS FIRST AMENDMENT (hereinafter, “First Amendment”) to that “Professional Consultant Services Agreement” dated September 22, 2021 (hereinafter, the “Master Agreement”) by and between CITY OF ADELANTO, a California municipal corporation (hereinafter, "City") and IDEATE, a California S-Corporation (hereinafter, "Consultant"), is hereby made and entered into this 9
th day of February 2022 ("Effective Date"). For purposes of this First Amendment, the capitalized term “Parties” shall be a collective reference to both City and Consultant. The term “Party” may refer to either City or Consultant, interchangeably as appropriate.

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

WHEREAS, on September 22, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide professional economic development consulting services according to the terms and condition set forth in the Master Agreement terminating on January 15, 2022; and
WHEREAS, the Master Agreement is attached and incorporated hereto as Exhibit “A” and amended by way of this First Amendment, and
WHEREAS, the Parties further wish to amend the Master Agreement to expand the General Scope of Services, extend the term, and increase compensation and limit reimbursement for Expenses.

A G R E E M E N T:

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

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

2. General Scope of Services. The Parties hereby amend Section 3.1.1 of the Master Agreement to read as follows:

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

The General Scope of Services of this Agreement shall be expanded by the First Amendment to the Master Agreement to include the development of an Energy Master Plan, maintenance and expansion of the infrastructure including a water treatment plant, and develop an Urban Forestry Master Plan. 260
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Therefore, the Master Agreement shall read in its entirety as follows:

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 public affairs and creative communication support services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

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

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

The term of this Agreement shall be extended six (6) months by the First Amendment to the Master Agreement and shall commence on January 16, 2022 to July 16, 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

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

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

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

The First Amendment shall add the following paragraph number two to read as 261
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follows:

Consultant shall receive compensation, excluding authorized reimbursements, for all Services performed under this Agreement at the same hourly rate of two hundred fifty ($250)/hour and not-to-exceed thirty (30) hours a month. Services performed at an hourly rate will count towards the monthly not-to-exceed amount. The monthly not-to-exceed amount will increase from Seven thousand dollars ($7,000) to Seventy-five hundred dollars ($7,500). The total compensation not-to-exceed amount shall increase from Thirty thousand dollars ($30,000) to Forty-five thousand dollars ($45,000) without the written approval of the City Council or City Manager as applicable. Extra work may be authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.

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

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

5. Reimbursement. The Parties hereby amend Section 3.3.3 of the Master Agreement to read as follows:

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

Consultant shall not receive reimbursement for any travel and expenses unless prior written authorization is provided by City Manager and the amount shall not exceed One Thousand dollars ($1,000) a month.
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Therefore, the Master Agreement shall read in its entirety as follows:

Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit “B” of this Agreement.

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

7. 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.
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IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first set forth above.

CITY OF ADELANTO: IDEATE California:

By: By:

Jessie Flores, City Manager Jose Atilio Hernandez, President

Date:_______________________ Date:

ATTEST:
____________________
Brenda Lopez
City Clerk
Date:

APPROVED AS TO FORM:
_____________________________
Marc Tran, City Attorney
Olivarez Madruga Lemieux O’Neill
February 9, 2022
February 9, 2022
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EXHIBIT “A”

MASTER AGREEMENT
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-7-
EXHIBIT “B”
Curriculum Vitae and Overview
266
2022

SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Economic Development Consulting Services)
(Parties: City of Adelanto and IDEATE California)
THIS SECOND AMENDMENT (hereinafter, "Second Amendment") to that certain agreement entitled "Professional Services Agreement", dated September 22, 2021 (hereinafter, "Master Agreement"), is hereby made and entered into this 12th day of October, 2022 (hereinafter, "Effective Date"), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, "City") and IDEATE CALIFORNIA (hereinafter, "Consultant"). For purposes of this Second 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 Second Amendment is made and entered into with respect to the following facts:

WHEREAS, on September 22, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide economic development consulting 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 February 9, 2022, to expand the general Scope of Services, extend the Term, and to increase the compensation and limit reimbursement for Expenses; and WHEREAS, for purposes of this Second Amendment, the Master Agreement as amended by way of the First 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 further modify the Scope of Services, extend the Term, and further limit the reimbursement for expenses; and WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a total Not-to-Exceed Sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000) for all work contemplated under the Master Agreement (hereinafter, "Not-to-Exceed Sum"); and WHEREAS, the Parties wish to increase the total Not-to-Exceed Sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000) by THIRTY THOUSAND DOLLARS ($30,000), for a new total Not-to-Exceed Sum of ONE HUNDRED FIVE THOUSAND DOLLARS ($105,000) to cover the extended term of the Agreement.

SECTION 1. Section 3.1.1 (GENERAL SCOPE OF SERVICES) of the Master Agreement is hereby amended to expand the scope of Services to include the development of an 267
Energy Master Plan, maintenance and expansion of the infrastructure, including a water treatment plant, and development of an Urban Forestry Master Plan.

SECTION 2. 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 commencing as of July 17, 2022 through January 16, 2023.

SECTION 3. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended in its entirety to read as follows:

Consultant shall receive compensation, excluding authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" which is attached and incorporated hereto. The total compensation shall not exceed a monthly notto-exceed amount of Five Thousand Dollars ($5,000) (hereinafter "Monthly Not-toExceed") for a total not-to-exceed compensation of One Hundred Five Thousand Dollars ($105,000) (hereinafter "Total Compensation").

SECTION 4. Section 3.3.3 (REIMBURSEMENT FOR EXPENSES) of the Master Agreement is hereby amended in its entirety to read as follows" Consultant shall not receive reimbursement for any travel expenses unless prior written authorization is provided by City Manager. Reimbursement for any travel expenses shall not exceed a monthly not-to-exceed amount of One Thousand dollars ($1,000).

SECTION 5. Except as otherwise set forth in this Second Amendment, the Master Agreement as previously amended by way of the First Amendment shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Second Amendment together with the Master Agreement and the First Amendment, 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 Second Amendment, including any and all attachments to this Second Amendment and the provisions of the Master Agreement or the First Amendment, the provisions of the Second Amendment shall govern and control but only to the extent of the conflict and no further.

SECTION 6. The provisions of this Second Amendment shall be deemed a part of the Master Agreement as previously amended by way of the First Amendment and except, as otherwise provided under this Second Amendment, the Master Agreement as previously amended by way of the First Amendment, and all provisions contained therein shall remain binding and enforceable.
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IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be executed on the day and year first appearing above.

CITY: CONSULTANT:

CITY OF ADELANTO IDEATE CALIFORNIA, LLC
By:

Jessie Flores, City Manager
Date:10/13/2022
By:

Name:

Title:

Date:

APPROVED AS TO FORM:

By: IS
Marc Tran, City Attorney
Date: October 17, 2022
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EXHIBIT "A"

MASTER AGREEMENT
4 270
March 1, 2023
To: Jessie Flores, City Manager, City of Adelanto
Angel Castellanos, Director of Finance, City of Adelanto Fr: Jose Atilio Hernandez, Founder/CEO IDEATE California Lizette Solorzano, Executive Manager, IDEATE California Re: Scope of Work- 2023
The purpose of this memo is to describe the proposed scope of work IDEATE seeks to continue to perform for the City of Adelanto.

Scope of Work
IDEATE shall work with the City of Adelanto to 1) work to expand the City’s Energy Infrastructure and long term planning, 2) work with the city to address other infrastructure needs, 3) assist the city in applying for state and federal energy infrastructure funding , and 4) develop recommendations to secure additional state wide resources for Adelanto, and 5) expand economic development opportunities for the city) Specifically, IDEATE shall:

Ensuring for Adequate and Timely Energy Supply
- Assist in monthly coordination with Southern California Edison to ensure city approved projects are prioritized
o Continue to work with the City and Edison to Identify existing load capacity issues and load growth need
- Develop an Energy Master Plan for the city
o Address immediate needs
o Provide for short term needs
o Ensure for future development
▪ Work with So Cal Edison and Edison International to increase long term needs for the City and its residential and commercial customers. ▪ Connect with Statewide and Local Edison Representatives ▪ Connect with Statewide and Local decision-makers
- Continue to Identify alternate strategies to increase load and as necessary engage in most cost effective strategies
Assist Adelanto in Planning for Growth
- Work on mitigating the Joshua Tree’s impact on City Development o Connect with Sacramento Leadership/Governor
271
o Provide the city with advocacy opportunities
- Assist in the establishment of a card room
o Connect with Sacramento Leadership
o Provide the city with advocacy opportunities
Securing additional resources for Adelanto
- Identify existing funding sources issues, Including:
o Distributed Generation- Direct Access Lottery
o Hydrogen fuel grants
▪ Local/federal
o EV Grants
▪ Apply to Jump Start
▪ Apply to Edison Grants
▪ Apply to CEC funding
- Work with the City on applications
Economic Development
- Work with the City management to continue to identify economic opportunities, included but not limited to
o Broadband
o Workforce Investment
o CDFI Expansion/Community Development Centers
o General Business Development
Fees and Payment
IDEATE respectfully requests $30,000 from February 1, 2023 to June 30, 2023. IDEATE shall adjust its $750/hr rate and provide a discounted rate of $250/hr, not to exceed 20 hours a month. IDEATE shall submit monthly itemized invoices to City of Adelanto in the amount of $50000 a month.

All travel/expenses associated with this work shall be itemized separately and only reimbursed upon prior approval from the City of Adelanto. Travel and Expenses shall not exceed $1000 monthly.

Status Reporting
During the term, IDEATE shall meet with Jessie Flores to prioritize scope of work, as well advise as to the status and progress of the work. IDEATE shall set up weekly check-ins with the City Management.

Relationship of the Parties
IDEATE is and always shall act as an independent contractor providing services pursuant to this Engagement Memo. It is expressly understood and agreed that this Engagement Memo shall not be considered or interpreted as naming or appointing IDEATE as an employee, agent, partner, or joint venturer of the City of Adelanto and neither party shall have the authority to bind the other in 272
any respect. IDEATE shall maintain its financial records, shall maintain its own insurance, will be responsible for the payment of all taxes with respect to the compensation to be paid to IDEATE by the City of Adelanto under this Engagement Memo, and will perform each and every other act necessary to or required in the conduct of its business. In addition, IDEATE must comply with all laws and regulations and any violation of such laws shall nullify all Fees and Payments. IDEATE hereby indemnifies the City of Adelanto for all liabilities associated with IDEATE’s actions.

Confidential Information/ Intellectual Property and Proprietary Rights IDEATE acknowledges that it shall be provided or have access to the confidential business information and trade secrets of the City of Adelanto, including but not limited to copyrighted material, trade names, trademarks, service marks, the City of Adelanto’s tools, methodologies, trade secrets, business and financial strategies, and other intellectual property of the City of Adelanto (“Confidential Information”). IDEATE understands that the City of Adelanto strictly prohibits the unauthorized use or distribution of any Confidential Information, and that IDEATE shall not use or disclose any such Confidential Information without the prior written consent of the City of Adelanto IDEATE accepts liability for any unauthorized disclosure or use of Confidential Information and recognizes that the improper and impermissible disclosure or use of any Confidential Information and will cause irreparable damage to the City of Adelanto Confirmation of Agreement
This Engagement memo constitutes the entire agreement of the parties and supersedes all prior communications, agreements, and promises, either oral or written. Any modifications to this engagement letter shall be effective only when agreed to in writing by both the City of Adelanto and IDEATE.

Please confirm the City of Adelanto ‘s agreement to the terms of this Engagement memo by signing a copy of this memo, returning it to us and sending us a copy either via PDF or mail. 273

CITY COUNCIL AGENDA REPORT
DATE: March 22, 2023
TO: Honorable Mayor and City Council Members
FROM:

BY:

Jessie Flores, City Manager
Angel Castellanos, Director of Finance
SUBJECT: CONSIDERATION OF AMENDMENT NO.3 TO THE PROFESSIONAL CONSULTANT

SERVICES AGREEMENT WITH LOCAL EQUITY LLC TO EXTEND THE CONTRACT TERM SIX MONTHS (THROUGH AUGUST 31, 2023) AND INCREASE TOTAL COMPENSATION.

STAFF RECOMMENDATION:

Staff Recommends the City Council approve Amendment No. 3 to the Professional Consultant Services Agreement with Local Equity LLC to extend Section 3.1.2 Term on the attached Agreement for six (6) months with an increased compensation of Sixty Thousand Dollars ($60,000).

BACKGROUND:

On October 14, 2021, the City Manager entered into a Professional Consultant Services Agreement (“Agreement”) with Local Equity LLC to provide professional economic development consulting services for six months from October 1, 2021 through March 31, 2022. On March 29, 2022, the City Council approved the First Amendment to the Agreement, extending the services through August 31, 2022. On October 12, 2022, the City Council approved the Second Amendment to the Agreement, extending the services through February 28, 2023, with the ability to authorize extra work where needed.

The Third Amendment will extend the Term of the Agreement by six (6) months and shall commence on March 1, 2023, through August 31, 2023.

The amendment to the monthly retainer fee of Ten Thousand Dollars ($10,000) per month.

Under the Third Amendment, the Consultant shall receive Sixty Thousand Dollars ($60,000) in total compensation. The total compensation amount under both the Master Agreement and the First, Second and Third Amendments is a total not-to-exceed amount of One Hundred and Eighty Thousand Dollars ($180,000). Extra work may be authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement.

The approved contract provided that Local Equity LLC would perform the following services:
274
I. ECONOMIC DEVELOPMENT SUPPORT AND ASSISTANCE: Local Equity LLC shall work with the City of Adelanto (“City”) to attract capital providers and developers of infrastructure, housing, manufacturing, distribution facilities, and Cannabis facilities.

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

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

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

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

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

5. Water and Sewer Expansion Negotiations:
a) Upon request by the client, engage with water and sewer agencies to evaluate possible grants, bonds, and other revenue sources for expansion.
b) Review reports related to sewer re-rating efforts and future expansion c) Review documentation for future water well expansion.

B. Developer / Investor Support - Not Included

1. Local Equity may contract with local developers and investors to advance their projects in Adelanto, help attract debt and equity financing, and act as local intermediary. Such costs will be carried by the 3rd party with no 275
impact to the client (The City of Adelanto).

C. Based on current discussions, Local Equity estimates the scope of this work at an average of 40 hours/week.

Information on Local Equity LLC is below:

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

Dr. Keinan’s background includes expertise in real estate with known management and investment firms. His hands-on operational insights from Four Seasons Hotels, coupled with strong comfort in marketing, management, development and value creation in private equity, enabled him to lead complicated deals to successful exits. Overall, Dr. Keinan provided leadership to over $2 billion in asset management and supported over $1 billion in transaction volume.

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

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

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

FISCAL IMPACT:

For Fiscal year 2023, the net cost of the Amendment No. 3 is $40,000 and is included in the budget For Fiscal Year 2023, For Fiscal year 2024 $20,000 will be added to the budget.

ATTACHMENTS:
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1. Third Amendment to Professional Consultant Service Agreement

2. Second Amendment to Professional Consultant Service Agreement

3. First Amendment to Professional Consultant Service Agreement

4. Master Agreement

5. Curriculum vitae and overview of Dr. Gil Keinan and Local Equity LLC 277
1 2023

THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Professional Economic Development Consulting Services) (Parties: City of Adelanto and Local Equity, LLC)
THIS THIRD AMENDMENT (hereinafter, “Third Amendment”) to that certain agreement entitled “Professional Services Agreement”, dated October 14, 2021 (hereinafter, “Master Agreement”), is hereby made and entered into this 22nd day of March, 2023 (hereinafter, “Effective Date”), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, “City”) and LOCAL EQUITY, LLC (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 October 14, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide professional economic development consulting service for six months from October 1, 2021 to March 31, 2022 for a total not exceeding thirty thousand dollars ($30,000.00) or approximately five thousand dollars ($5,000) per month; 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 29, 2022, to expand the general Scope of Services, extend the Term by five months from April 1, 2022 to August 31, 2022, and to increase the overall compensation by a total not exceeding thirty thousand dollars ($30,000.00) or approximately six thousand dollars ($6,000.00) per month; and
WHEREAS, the Master Agreement was later amended by way of a second amendment (hereinafter “Second Amendment”), and approved by the City Council of the City of Adelanto (“City Council”) at its Regular Meeting of October 12, 2022, to expand the general Scope of Services, extend the Term by six (6) months from September 1, 2022 to February 28, 2023, and to increase the overall compensation by a total not exceeding sixty thousand dollars ($60,000.00) or approximately ten thousand dollars per month; and
WHEREAS, for purposes of this Third Amendment, the Master Agreement as amended by way of the First 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 further extend the Term and further increase the compensation; and
WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a total Not-to-Exceed Sum of ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000) for all work contemplated under the Master Agreement (hereinafter, “Not-to-Exceed Sum”); and WHEREAS, the Parties wish to increase the total Not-to-Exceed Sum of ONE HUNDRED 278
2 TWENTY THOUSAND DOLLARS ($120,000) by SIXTY THOUSAND DOLLARS ($60,000), for a new total Not-to-Exceed Sum of ONE HUNDRED EIGHTY THOUSAND DOLLARS ($180,000) to cover the extended term of the Agreement.

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 commencing as of March 1, 2023 through August 31, 2023.

SECTION 2. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended in its entirety to read as follows:

Consultant shall receive compensation, excluding authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “B” which is attached and incorporated hereto. The total compensation shall not exceed a monthly notto-exceed amount of Ten Thousand Dollars ($10,000) (hereinafter “Monthly Not-toExceed”) for a total not-to-exceed compensation of One Hundred Eighty Thousand Dollars ($180,000) (hereinafter “Total Compensation”).

CITY:

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

APPROVED AS TO FORM:

By:__________________________________
Marc Tran, City Attorney
Date:

CONSULTANT:

LOCAL EQUITY, LLC
By:_____________________________
Name:_________________________
Title: ___________________________
Date:
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4 EXHIBIT “A”

MASTER AGREEMENT
281

20.22 SECON D AMEN DMEN T TO PROFESSION AL SERVICES AGREEMEN T (Engagement: Professional Economic Development Consulting Services) (Parties: City of Adelanto and Local Equity, LLC.)
TIDS SECOND AMENDMENT (hereinafter, "Second Amendment") to that certain agreement entitled "Professional Services Agreement", dated October 14, 2021 (hereinafter, "Master Agreement"), is hereby made and entered into this 12th day of October, 2022 (hereinafter, "Effective Date"), by and between CITY OF ADELANTO, a municipal corporation (hereinafter, "City") and LOCAL EQUITY, LLC. (hereinafter, "Consultant"). For purposes of this Second 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 Second Amendment is made and entered into with respect to the following facts:

WHEREAS, on October 14, 2021, the Parties executed and entered into the Master Agreement for Consultant to provide professional economic development consulting services; 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'1 at its Regular Meeting of March 29, 2022, to extend the Tenn and expand the Compensation; and
WHEREAS, for purposes of this Second Amendment, the Master Agreement as amended by way of the First 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 further extend the Term; and WHEREAS, under the terms of the Master Agreement, City agreed to pay Consultant a total Not-to-Exceed Sum of SIXTY THOUSAND DOLLARS ($60,000) for all work contemplated under the Master Agreement (hereinafter, ''Not-to-Exceed Sum"); and · WHEREAS, the Parties wish to increase the total Not-t~Exceed Sum of SIXTY THOUSAND DOLLARS ($60,000) by SIXTY THOUSAND DOLLARS ($60,000), for a new total Not-t~Exceed Sum of ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000) to cover the extended tenn of the Agreement.

SECTION 1. Section 3.1.2 (TERM) of the Master Agreement is further amended to extend the Tenn of the Agreement for an additional six (6) months commencing as of September l, 2022 through February 28, 2023.
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I
SECTION 2. Section 3.3.1 (COMPENSATION) of the Master Agreement is hereby amended in its entirety to read as foJJows:

Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement. The total compensation shall not exceed a monthly not-to-exceed amount of TEN THOUSAND DOLLARS ($10,000) (hereinafter "Monthly Not-to-Exceed") for a total not-to-exceed compensation of ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000) (hereinafter "Total Compensation").

SECTION 3. Except as otherwise set forth in this Second Amendment, the Master Agreement as previously amended by way of the First Amendment shall remain binding, controlling, and in full force and effect. Section 3.6.6 of the Master Agreement notwithstanding, this Second Amendment together with the Master Agreement and the First Amendment, 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 Second Amendment, including any and all attachments to this Second Amendment and the provisions of the· Master Agreement or the First Amendment, the provisions of the Second Amendment shall govern and control but only to the extent of the conflict and no further.

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

CITY:

CITY OF ADELAN TO
"' . ¥-2 By: ~ )
Jessie Flores, City Manager
Date: 10/13/2022
APPROVED AS TO FORM:

By. l'N
Marc Tran, City Attorney
Date: October 17, 2022
CON SULTAN T:

LOCAL EQUITY, LLC.

Name: G I l, i(E; tV?J;V
Tide: A~ac9cJ VJ;,:eA:

Date: lo/ 17 /J 0)2
3 284
FIRST AMENDMENT TO PROFESSIONAL CONSUTA_NT SERVICES AGREEMENT THIS FIRST AMENDMENT (hereinafter, "First Amendment") to that "Professional Consultant Services Agreement" dated October 14, 2021 (hereinafter, the "Master Agreement") by and between the CITY OF ADELANTO. a California municipal corporation (hereinafter, "City") and LOCAL EQUITY LLC, a California Limited liability Company (hereinaller, "Consultant"), is hereby made and entered into this 21' day of March, 2022 ("Effective Date").

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

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

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

AGREEM VILL
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:

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

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

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

The term of this Agreement shall be extended five (5) months by the First Amendment to the Master Agreement and shall commence on April 1, 2022 to August 31, 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other 285
established schedules and deadlines.

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

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

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

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

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

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

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

Consultant shall receive compensation, including authorized reimbursements, for all Services performed under this Agreement at the same monthly retainer te-e of Six Thousand Dollars ($6,000) per month. Under the First Agreement, the Consultant shall receive Thirty Thousand Dollars ($30,000) in compensation. The total compensation not-to-exceed amount under both the Master Agreement and the First Amendment is Sixty Thousand Dollars ($60,000). Extra work may be -2-
286
authorized, as described in the Master Agreement, and if authorized, will be compensated at the rates and manner set forth in the Master Agreement. 4 Entire Agreement. The Master Agreement, together with this First Amendment, embodies the entire understanding between Consultant and City with respect to its subject matter and can be changed only by an instrument in writing signed by Consultant and City.

5. Effect of Amendment. The term "Agreement" when used in this First Amendment or the Master Agreement shall mean the Master Agreement as amended, modified, and supplemented by this First Amendment unless the context would require otherwise. Except to the extent the Master Agreement is modified by this First Amendment, the remaining terms and conditions of the Master Agreement shall remain unmodified and in full force and effect. In the event of conflict, between the terms and conditions of the Master Agreement and the terms and conditions of this First Amendment, the terms and conditions of this First Amendment shall prevail and control.
[SIGNATURES ON FOLLOWING PAGE]
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287
IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first set forth above.

CITY OF ADELANTO: LOCAL EQUITY LLC:

Gabriel Reyes, Mayor (ill Kellum, President
Date: March 29, 2022 Date: la 3 /10200/Z
ATTEST:
61)44, lwapsda_
Brenda Lopez
City Clerk
Date: March 29, 2022
APPROVED AS TO FORM:

M• rc Tran, City Attorney
Olivarez Madruga Lemieux O'Neill
-4-
288
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N1AS1ER AGREENIENT
289
EXIIIUIT"11-
torricelon Vitae sad Oven few
290

CITY OF ADELANTO

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

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

2. RECITALS.

2.1 Consultant.

2.2 Project.

3. TERMS.

3.1 Scope of Services and Term.

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

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

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinatts. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing 1 OMLO: October 2018
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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 Requirements. 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 is as follows: Mr. Gil Keinan.

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

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

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

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

3.2.9 Insurance.

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

3.2.9.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (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 inside the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(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 OMLO: October 2018
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(C) 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) Workers' Compensation:
a) 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.
(B) Professional Liability (Errors & Omissions):
a) 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) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must "pay on behalf of' the insured and include a provision establishing the insurer's duty to defend.

3.2.9.5 Waiver ofSubrogation. 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.

3.2.9.6 Deductibles and SeIf-Insure4 Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention_

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

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

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

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

3.2.9.12 Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:
(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. 5 WU/ October 2018
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(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.

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

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

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

The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City,

3.2.10.1 Standard 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.

3.3 Fees and Payments.

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

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates Work completed and hours of Services rendered by Consultant. The invoice shall describe 6 OMLO: October 2018
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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.

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 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 Maintenxice 3,nd 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 7 OMLO: October 2018
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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 Tertnination of Agreement.

3.6.1.1 Cyr unds 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.

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

Consultant: Gil Keinan
603 N. Euclid Ave.

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

Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
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3.6.2 Ownership of Materials and Confidentiality,

3.4.2.1 Documents & Datj..Licensing of Ifigectual 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.

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 CooperationiFurther 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 Aftorney'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 Indemnificationh

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.

3.6.7 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 SuccessQrs 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-PartyBeneficiaries.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 Kquat_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.
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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. 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 LOCAL EQUITY LLC
By: By: 40-
ciskie ores
It)' Manager
Gil Keinan
President
v
ATTEST:

By:

Brenda Lopez
City Clerk
APPROVED ,t5 TO FORM:

By:

Marc Tran
City Attorney
1 2 OMLO: October 2018
302
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 corporations that 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-profits to 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] 303
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. 304
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 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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Adelanto City CouncilMarch 22, 2023

Adelanto City Council
March 22, 2023