Agenda packet — Eastvale City Council, September 28, 2022 (part 3 of 3)

Service
Printed Collateral - JPW will create an Eastvale Elevates pitchbook/pitch kit to be used as a leave-behind after meetings filled with visual aids when pitching to prospective developers or business owners. The kit will include branded materials that provide an overview and main attributes of Eastvale and will contain details about a specific property or entity Eastvale wants to highlight. Collateral will also include:
- How-to Guide to host a grand opening for the new business welcome box
- Key contacts list for the new business welcome box
- Eastvale shopping malls electronic and printable map
- Economic development general brochure
*Price does not include printing and production

1.00 $8,000.00
$8,000.00
Service
Project Management - As needed project management to
execute outreach initiatives in a timely and cost-effective manner.

1.00 $7,500.00
$7,500.00
Estimate Total
$55,550.00
Notes
Ongoing public outreach to support Eastvale's economic development department's strategic plan. Services will be conducted on an as- needed basis.

Page 2 of 2 ends

RJV #4832-5390-9�32 ,2
EXHIBIT "A -4"
TASK ORDER #4 SEE ATTACHED
428
Item Type
Description
Quantity
Unit Price
Amount
Service
[STRATEGY & MESSAGING]:
- Strategic communications plan to highlight key message points to be used in all forms of media, outreach and
communication. This will serve as a guidebook to maintain consistency and clarity.

1.00 $2,500.00
$2,500.00
Service
[SURVEY]:
- Conduct a community survey to gauge baseline knowledge of community member's understanding of the housing plan via email.
- Receive and analyze survey results; present to client; adjust strategy if needed.
-
NOTE:

Please see notes section below.

1.00 $4,445.00
$4,445.00
Service
[OWNED MEDIA]:
- Create a new web page on the planning website to
understand the housing process.
- Create icons for easy navigation to the housing simulator. - Make this web page home base for all communication-related outreach and direct all inquires to this page.
- Develop email drip campaign schedule, copy, and creative approach for August, September, October and November.
- Create messaging for the water department and garbage departments billing snipes to be sent out in September, October, and potentially November depending on the printing deployment schedule.

1.00 $7,650.00
$7,650.00
Service
[CUSTOMER CARE]:
- Develop reactive response messages for Eastvale planning staff to be used to address public inquiries and concerns. - These will be turned into FAQs that will be updated as new inquiries come in to educate and dispel false stories produced outside of Eastvale purview.

1.00 $1,150.00
$1,150.00
From JPW Communications 2710 Loker Avenue W
Suite 300
Carlsbad, CA 92010
Estimate For
City of Eastvale
12363 Limonite Avenue
Suite 910
Eastvale, CA
91752
Estimate ID
142
Issue Date
08/09/2021
Subject
City of Eastvale RHNA Community Engagement

Page 1 of 2 ends

Service
[COMMUNITY OUTREACH]:
- Coordinate all logistics for five (5) virtual public meetings (one in each council member's district) specific to this topic (no other topics will be addressed).
- JPW will moderate the meetings, create the presentation slide deck, create, print, and distribute all outreach collateral to promote meeting participation.
- The content created for these meetings can be used to also support Eastvale staff at all city council meetings.

1.00 $10,350.00
$10,350.00
Service
[VIDEO]:
- Develop concept, write script and storyboard one (2) two- minute video using animation to tell the housing element story. - JPW to schedule, film and produce video.
-
NOTE:

Please see notes section below.

1.00 $7,500.00
$7,500.00
Service
[GRAPHIC SUPPORT]:
- JPW will create up to 10 infographics that can be used for presentations, on the website, in email blasts, and on social media.
- Any additional graphics support not listed in other services can be captured under this service line.

1.00 $5,400.00
$5,400.00
Service
[PROJECT MANAGEMENT; TRACK AND MEASURE]:
- Weekly project team meetings and other ad hoc meetings as directed by client.
- Prep weekly status reports on deliverables + monthly
analytics reporting.

1.00 $5,405.00
$5,405.00
Estimate Total
$44,400.00
Notes
This estimate includes labor for video and survey, however, to maximize support services available, the City of Eastvale can pay vendors directly for expenses listed:
- Motion graphics video estimate: $4,000
- Online survey distribution estimate: $1,100

Page 2 of 2 ends

RJV #4832-5390-9�32 ,2
EXHIBIT "A-5"
TASK ORDER #5 SEE ATTACHED
431
Item Type
Description
Quantity
Unit Price
Amount
Service
[REDISCOVERY INTERNAL EXERCISE]
Public outreach re-discovery with the project team to
understand project goals and public participation goals.

1.00 $1,500.00
$1,500.00
Service
[STRATEGIC COMMUNICATIONS PLAN]:

Prepare a strategic communications plan that will outline standardized messaging, key message points, calls to action, and an outreach strategy with consistent messaging to see the highest engagement rate

1.00 $3,500.00
$3,500.00
Service
[PROJECT MANAGEMENT]:

Team meetings, project oversight, program work to keep
outreach on track

1.00 $3,800.00
$3,800.00
Service
[VIDEO/EDITING]:

Develop a video concept, write script and storyboard for a 90- second to 2-minute video. Includes a full-day onsite video shoot filming and production; Includes editing of drone and video footage, creation of graphics, and voiceover

1.00 $9,800.00
$9,800.00
Estimate Total
$18,600.00
From JPW Communications 2710 Loker Avenue W
Suite 300
Carlsbad, CA 92010
Estimate For
City of Eastvale
12363 Limonite Avenue
Suite 910
Eastvale, CA
91752
Estimate ID
153
Issue Date
10/08/2021
Subject
City of Eastvale Mobility, Safety & Connectivity
Outreach

Page 1 of 1 ends

RJV #4832-5390-9�32 ,2
EXHIBIT "A-6"
TASK ORDER #6 SEE ATTACHED
433
Item Type
Description
Quantity
Unit Price
Amount
Service
[REDISCOVERY INTERNAL EXERCISE]
Public outreach re-discovery with the project team to
understand project goals and public participation goals.

1.00 $1,500.00
$1,500.00
Service
[STRATEGIC COMMUNICATIONS PLAN]:

1.00 $3,500.00
$3,500.00
Service
[VIDEO/EDITING]:

1.00 $9,800.00
$9,800.00
Service
[PROJECT MANAGEMENT]:

Team meetings, project oversight, program work to keep
outreach on track

1.00 $3,800.00
$3,800.00
Estimate Total
$18,600.00
From JPW Communications 2710 Loker Avenue W
Suite 300
Carlsbad, CA 92010
Estimate For
City of Eastvale
12363 Limonite Avenue
Suite 910
Eastvale, CA
91752
Estimate ID
153
Issue Date
10/08/2021
Subject
City of Eastvale Mobility, Safety & Connectivity
Outreach

Page 1 of 1 ends

Item Type
Description
Quantity
Unit Price
Amount
Service
[PUBLIC ENGAGEMENT/STRATEGIC PLAN]
Execute outreach engagement plan including all touchpoints leading up to community meeting. Includes the creation of PPT presentation, meeting invite, creation of a FAQ, coordination of speakers, creation of a hybrid meeting model including, in- person meeting coordination including a run-of-show, meeting moderation, assistance with needed outreach material, website updates, and social media posts to support public meetings

1.00 $10,000.00
$10,000.00
Service
[PROJECT MANAGEMENT]
Team meetings, project oversight, program of work to keep outreach on track

1.00 $1,600.00
$1,600.00
Estimate Total
$11,600.00
From JPW Communications 2710 Loker Avenue W
Suite 300
Carlsbad, CA 92010
Estimate For
City of Eastvale
12363 Limonite Avenue
Suite 910
Eastvale, CA
91752
Estimate ID
178
Issue Date
01/19/2022
Subject
City of Eastvale Mobility, Safety & Connectivity
Outreach

Page 1 of 1 ends

RJV #4832-5390-9�32 ,2
EXHIBIT "A-7"
TASK ORDER #7 SEE ATTACHED
436
Item Type
Description
Quantity
Unit Price
Amount
Service
Establish video concept, write script and storyboard for a 2- minute video. Includes a full-day onsite video shoot, filming, and production; Includes editing of drone and video footage, creation of video graphics, and voiceover. (2) rounds of edits without incurring additional hourly costs.

1.00 $9,800.00
$9,800.00
Estimate Total
$9,800.00
From JPW Communications 2710 Loker Avenue W
Suite 300
Carlsbad, CA 92010
Estimate For
City of Eastvale
12363 Limonite Avenue
Suite 910
Eastvale, CA
91752
Estimate ID
179
Issue Date
01/19/2022
Subject
City of Eastvale Mobility, Safety & Connectivity
PSA

Page 1 of 1 ends

RJV #4832-5390-9�32 ,2
EXHIBIT "A-8"
TASK ORDER #8 SEE ATTACHED
438
Item Type
Description
Quantity
Unit Price
Amount
Service
[Graphic services for tradeshow booth]
- Creation of all graphics for modular booth
- Brochure creation
- PPT or video for booth display

1.00 $9,800.00
$9,800.00
Service
Google ad buy for restaurant and retail space including the promotion and sponsorship of blog posts

1.00 $6,000.00
$6,000.00
Product
[Project management]
- As needed project and account oversight to execute
initiatives

1.00 $3,200.00
$3,200.00
Estimate Total
$19,000.00
Notes
ESTIMATE DISCLAIMER. Any estimate provided is merely an opinion of possible costs that could be encountered, based on the knowledge and experience of the project manager. The estimate is NOT a guarantee for work to be carried out.

From JPW Communications 2710 Loker Avenue W
Suite 300
Carlsbad, CA 92010
Estimate For
City of Eastvale
12363 Limonite Avenue
Suite 910
Eastvale, CA
91752
Estimate ID
174
Issue Date
01/19/2022
Subject
City of Eastvale Economic Development
Community Outreach Support

Page 1 of 1 ends

RJV #4832-5390-9�32 ,2
EXHIBIT "A -8 (AMMENDED)"
TASK ORDER #8 AMMENDED

SEE ATTACHED
440
441
442
443
444
445
446
447
448
449
EXHIBIT "A-9"
TASK ORDER #9

SEE ATTACHED
450
Item Type
Description
Quantity
Unit Price
Amount
Service
Task 1 - Project Website

- The client will provide content to post to a project-specific page eastvaleelevates.com, including:
* On-going updates
* Workshop announcements, materials, and summaries
* Surveys
* Any reports for public review
* Placement of provided renderings and visual concepts of the future site

1.00 $5,385.00
$5,385.00
Estimate Total
$5,385.00
Notes
Assumptions

The City of Eastvale will take care of direct cost billable expenses directly through the city From JPW Communications 2710 Loker Avenue W
Suite 300
Carlsbad, CA 92010
Estimate For
City of Eastvale
12363 Limonite Avenue
Suite 910
Eastvale, CA
91752
Estimate ID
227
Issue Date
08/22/2022
Subject
City of Eastvale Economic Development
Support

Page 1 of 1 ends

Item Type
Description
Quantity
Unit Price
Amount
Service
Task 1 - Public/Marketing Collateral

-Graphics/print materials
- JPW will develop content,
graphics and visuals to be used in project outreach. Collateral pieces will include:

* (1) Brochure

* (1) Construction site banner design. Does not include printing.

* Sales kit including folder, one sheet, leasing option sheet, (1) battle card that talks about two or three areas that highlight the development differentiators

.
* Each collateral piece will have up to two rounds of revisions without incurring additional costs.
- Social media
- The project team will provide a fiscal year
calendar with 1-2 social media posts a week including
milestones, pop-up event announcements and workshops.

The
team will consider targeted ads on social media designed to engage the business, real estate and development of key audiences. *Does not include the cost to run targeted ads on social media
- Email template and content calendar

- The project team
will provide an email template and a fiscal year monthly blog calendar that will include (1) written blog topic per month to support the project progress. This will be used to create a buzz about the project which can be cross-promoted using other outsourcing elements such as industry-specific publications.

1.00 $24,525.00
$24,525.00
Service
Task 2 - Account Management:

* Project team meetings (monthly)
* Communications team meetings (biweekly)
* Project management

1.00 $18,460.00
$18,460.00
Estimate Total
$42,985.00
Notes
Assumptions

The City of Eastvale will take care of direct cost billable expenses directly through the city From JPW Communications 2710 Loker Avenue W
Suite 300
Carlsbad, CA 92010
Estimate For
City of Eastvale
12363 Limonite Avenue
Suite 910
Eastvale, CA
91752
Estimate ID
224
Issue Date
08/16/2022
Subject
City of Eastvale Economic Development
Support

Page 1 of 1 ends

Staff Level Coordinator
Senior
Coordinator
Specialist /
Multimedia
Designer
Senior
Specialist
MarCom
Manager
Senior
Multimedia
Designer /
Senior
MarCom
Manager
MarCom or
Creative
Director
Senior
Director
Vice
President
Senior Vice
President
President &
Founder
Video &
Photo
Production
Partners Media buy
Rate $ 85 $ 100 $ 115 $ 130 $ 145 $ 160 $ 175 $ 190 $ 205 $ 220 $ 250 195$ ‐ $ TASKS
TASK 1. PUBLIC/MARKETING

COLLATERAL
Graphics/print materials 6 8 24 2 40 $6,130.00
Social media 26 12 16 2 56 $8,030.00
Email template and content calendar 26 22 4 4 56 $7,910.00 (1) PowerPoint template for
presentations with animations, talking
points, and custom graphics* 321 0 1 16 $2,455.00
TASK 2. ACCOUNT MANAGEMENT

SERVICES
Project
Management/Logistics/Meetings/
Agendas 48 40 32 4 124 $18,460.00
TOTALS: 292 $42,985.00
Estimate | Project Team Hours Per Task
Estimated
Hours per
Task Estimated Cost
453
JPWCOMMUNICATIONS 2710 Loker Avenue W., Suite 300 Carlsbad, CA 92010 jpwcomm.com | 760.683.8395

JPW Communications Rate Sheet – 2022 The following sets forth the current rate schedule for JPW Communications. All work is charged in 15-minute increments and billed at the end of each month unless otherwise arranged via a set contract. Position Rate/Hour President $250 Senior Vice President $220 Vice President $205 Senior Director $190 Director $175 Senior Manager $160 Manager $145 Senior Multimedia Designer $145 Senior Specialist $130 Specialist $115 Multimedia Designer $115 Senior Coordinator $100 Production Artist $85 Coordinator $85 Administrative Assistant $85 454

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.11
September 28, 2022
Approval of Second Amendment for Professional Scanning Services Agreement with URM Technologies Inc.

Prepared By:

Marc A. Donohue, City Clerk/Communications Director
Recommended Action(s)
Staﬀ recommends that the City Council approve the second amendment for the Professional Scanning Services Agreement with URM Technologies Inc. for the amount of $40,000 and authorize the City Manager to execute the agreement.

Summary
As the City moves forward to promote the use of technology and eﬃciency, scanning records into the city's records repository and computer drives has become an essen-al part of accessing and researching records in addition to retaining the historical value of them.

In 2021, the City of Eastvale posted a bid for city wide scanning services as the volume of paper records had increased over -me. Space for storage of these records began to decrease and become limited, in addi-on to oﬀ-site storage becoming costly. The results for this bid concluded with URM Technologies Inc. being most qualiﬁed and cost eﬃcient proposal when compared to four (4) other proposals submitted.

On February 22, 2022, the City of Eastvale entered into an agreement for scanning services with URM Technologies, Inc.

On May 10, 2022, The City of Eastvale entered into a ﬁrst amendment with URM Technologies, Inc. for an additional services.
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
455
During 2022, the City has managed to scan, index, and archive ﬁles delivered from the County of Riverside upon the City's incorpora-on and records from the Planning department. Scanning the records thus far has allowed for preserva-on, organiza-on, and accessibility of the records. If the project is con-nue to comple-on, the same can be achieved for records across all departments will be achieved and will allow for additional records management projects to begin.

Background
The City Clerk Department is commi@ed to promo-ng transparency and assure that the City is in full compliance with the California Public Records Act. In the process of assuring transparency the City Clerk department oversees the City's records management systems in both physical and digital formats to assure that requested records are provided to our cons-tuents within the -me frame required by the California Public Records Act.

To assure accessibility to our city records, the City Clerks oﬃce implemented a digital records repository. This repository serves as a public portal to easily access public records that are scanned, stored, and retained within the repository. In addi-on to serving as a public portal, it also serves as a repository for city staﬀ to retain records that are subject to public records requests and are s-ll considered "ac-ve" according to our records reten-on schedule. Having City records scanned and stored into the City's repository allows for more eﬃcient accessibility and search for both residents and city staff in search of specific documents.

Environmental
The proposed contract is not a project as deﬁned by the California environmental Quality Act (CEQA) and as such, no environmental review is required.

Strategic Plan Action - Priority Level: N/A
| Target #: N/A
| Goal #: N/A
Not Applicable.

Fiscal Impact
There are suﬃcient funds budgeted for this project in ﬁscal year 2022-23 in the City Clerk contract services expenditure account No. 100-120-6490.

Prior City Council/Commission Action
There has been no prior City Council action.

Attachment(s)
Attachment 1 - URM Technologies Agreement Second Amendment

Attachment 2 - URM Technologies, Inc. - Agreement for Professional City-Wide Scanning Services

A@achment 3 - URM Technologies, Inc. - First Amendment for Professional City-Wide Scanning Services

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
456
-1-
Second Amendment to Agreement
This 2nd Amendment to Agreement (“First Amendment”) is entered into this 28 th day of September, 2022 by and between the City of Eastvale, a California general law city (“City”), and URM Technologies, Inc., a California corporation (“Contractor”), as follows:

RECITALS
A. City and Contractor entered in an agreement for City-wide Scanning Services on or about February 8, 2022 with expenses not to exceed $23,000 for city-wide scanning services.

B. On May 10, 2022, the City and Contractor executed a First Amendment to the Agreement to reflect the fee for shredding boxes.

C. This Second Amendment to the Agreement incorporates changes in Exhibit B to reflect an updated service rate schedule and modifying the term of the agreement.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this Second Amendment which modifies and amends the Agreement as follows:

1. AMENDMENTS.
a. Compensation. Exhibit B of the Agreement is amended to reflect an updated service rate schedule, as attached to this Second Amendment.
b. Compensation. Section 4(a) is amended to increase the total compensation, including reimbursement for actual expenses, to an amount not to exceed forty thousand dollars ($40,000), unless additional compensation is approved in writing in accordance with Section 28 “Amendment” of the Agreement.
c. Term of Agreement. Section 1 is amended to read: “Subject to the provisions of Section 20 "Termination of Agreement" of the Agreement, the Term of this Agreement is for one year commencing on the date first ascribed above. City may extend the Term of this Agreement two times for one year each time, for a total potential term of three years.”

2. GENERAL PROVISIONS.
457
-2-
a. Remainder Unchanged. Except as specifically modified and amended in this Second Amendment, the Agreement remains in full force and effect and binding upon the parties.
b. Integration. This Second Amendment constitutes the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Second Amendment.
c. Effective Date. This Second Amendment shall not become effective until the date it has been formally approved and executed by the appropriate authorities of the City and Consultant.
d. Applicable Law . The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment. e. References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Second Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this First Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above.

CITY OF EASTVALE:
____________________________
Henry Garcia, Interim City Manager
APPROVED AS TO FORM:
____________________________
Erica L. Vega, City Attorney
ATTEST:
____________________________
Marc Donohue, City Clerk
458
-3-

INFINITY TECHNOLOGIES
___________________________
Name: Alfred Boghozian
Title: General Manager
459
-4-

EXHIBIT B
Service Rate Schedule
City of Eastvale
8/23/22
Description Cost Unit
Scanning Services per page B&W/Gray Scale $0.059 per image Scanning Services per page Large Format B&W $0.874 per image Scanning Services per page Large Format Color/Gray Scale $1.012 per image Scanning Services per page XL Large Format B&W $1.127 per image Scanning Services per page XL Large Format Grayscale $1.127 per image QA $0.006 per image
Indexing per keystroke $0.012 per
keystroke
Indexing per file (County Files) $1.380 per file
DVD / Flash Drive $10.00 per drive
Shredding -Bankers' Box (10 x 12 x 15") $4.60 per box
Shredding - Oversize Box $6.90 per box
24-hour Rush Electronic Delivery $35.00 per file
Pickup $150.00 per trip
460

AGREEMENT FOR SERVICES

BETWEEN

THE CITY OF EASTVALE, CALIFORNIA
AND
URM TECHNOLOGIES, INC.

This Agreement for Services (" Agreement") is entered into as of this f 5 day of February, 2022 by and between the City of Eastvale, a municipal corporation (" City") and URM Technologies, Inc., a California corporation (" Contractor"). City and Contractor are sometimes hereinafter individually referred to as " Party" and hereinafter collectively referred to as the " Parties."

RECITALS
A. City has sought, by direct negotiations the performance of the services defined and described particularly in Section 2 of this Agreement.

B. Contractor, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services.

C. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT.

Subject to the provisions of Section 20 " Termination of Agreement" of this Agreement, the Term of this Agreement is for 6 months commencing on the date first ascribed above.

SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. a) Scope of Services. Contractor agrees to perform the services set forth in Exhibit " A" " Scope of Services" ( hereinafter, the " Services") and made a part of this Agreement by this reference.
b) Schedule of Performance. The Services shall be completed pursuant to the schedule specified in Exhibit " A." Should the Services not be completed pursuant to that schedule, the Contractor shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Contractor to continue performing the Services.

SECTION 3. ADDITIONAL SERVICES.
1 -
461
Contractor shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 " Administration and Implementation" or Section 28 " Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit " B" " Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed twenty- three thousand dollars ($ 23, 000), unless additional compensation is approved in writing in accordance with Section 26 " Administration and Implementation" or Section 28 " Amendment" of this Agreement. b) Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor ( by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection ( a) and Exhibit " B" include payment of labor on an hourly basis ( as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection ( c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.
c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty ( 30) days of receipt of Contractor' s correct and undisputed invoice. d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Contractor' s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor' s work within sixty ( 60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Contractor' s work shall be deemed to have been accepted. City' s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Contractor' s work by City shall not constitute a waiver of any of the provisions of this 2-
462
Agreement including, but not limited to, Section 16 " Indemnification" and Section 17 Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement, Contractor' s guarantees and warranties in Section 9 " Standard of Performance" of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.

All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such final work product if paid for by the City. This provision specifically excludes Contractors' work notes and drafts, which are owned by Contractor, not City.

SECTION 7. CONTRACTOR' S BOOKS AND RECORDS.
a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor' s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three ( 3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546. 7, if the total compensation in Section 4 exceeds ten thousand dollars 10, 000. 00), this Agreement and the Contractor' s books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the 3-
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request of City or as part of any audit of the City, for a period of three ( 3) years after final payment under the Agreement.
b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor' s address indicated for receipt of notices in this Agreement.
c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor' s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors - in -interest and authorized representatives.

SECTION 8. INDEPENDENT CONTRACTOR.
a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor' s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor' s officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor' s officers, employees, or agents are in any manner officials, officers, employees or agents of City. c) Neither Contractor , nor any of Contractor' s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City' s employees. Contractor expressly waives any claim Contractor may have to any such rights.

SECTION 9. STANDARD OF PERFORMANCE.

Contractor represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition to the general standards of performance set forth this section, additional specific 4-
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standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Contractor' s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this section.

SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Contractor that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, " construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.

SECTION 12. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement.

SECTION 13. UNAUTHORIZED ALIENS.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S. C.A. §§ 1101, et seta ., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor' s performance of 5-
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the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. b) City understands and acknowledges that Contractor is, as of the date of execution of this Agreement, independently involved in the performance of non - related services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. c) City understands and acknowledges that Contractor will perform non - related services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered " voluntary" provided Contractor gives City notice of such court order or subpoena.
c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney' s fees, caused by or incurred as a result of Contractor' s conduct.

Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any 466
such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

SECTION 16. INDEMNIFICATION.
a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor' s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (" Indemnified Parties") from and against any and all liability ( including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement. b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability ( including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor.
c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section.
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d) City' s Negligence. The provisions of this section do not apply to claims occurring as a result of City' s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.

SECTION 17. INSURANCE.

Contractor agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit " C" " Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Contractor agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Contractor are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor' s duties or obligations under this Agreement without the prior written consent of the City.

Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 " Termination of Agreement." City acknowledges, however, that Contractor, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.

SECTION 19. CONTINUITY OF PERSONNEL.

Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor' s staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor' s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance.

SECTION 20. TERMINATION OF AGREEMENT.
a) City may terminate this Agreement, with or without cause, at any time by giving thirty ( 30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. b) Contractor may terminate this Agreement for cause at any time upon thirty 30) days written notice of termination to City.
c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor, or City may terminate this Agreement immediately upon written notice. 468
d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor' s possession shall be returned to City.

Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 " Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 " Compensation and Method of Payment" of this Agreement.

SECTION 21. DEFAULT.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty ( 30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 " Termination of Agreement." Any failure on the part of the City to give notice of the Contractor' s default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:

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To City: City of Eastvale
Attn: Marc Donohue, City Clerk
12363 Limonite Ave., Suite 910
Eastvale, CA 91752
To Contractor: URM Technologies, Inc.

Attn: Tom Giese
28470 Witherspoon Parkway
Valencia, CA 91355
Notice shall be deemed effective on the date personally delivered or, if mailed, three ( 3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 "Amendment" and the City Manager' s contracting authority under the Eastvale Municipal Code.

SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager' s contracting authority under the Eastvale Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City's City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City's rights under this Agreement. All other amendments shall be approved by the City Council.
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SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U. S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney' s fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits " A" through " C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 33. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision( s). 11-
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SECTION 34. CONFLICTING TERMS.

Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.

ATTEST:

Marc Donohue
City Clerk

APPROVED AS TO FORM
V
Erica Vega
City Attorney
URM Technologies, Inc.

Docu8lpned by:

EBy:

BCOtoo4F25374FB...

Name: Alfred Boghozi an
Its: General Manager

CITY OF EASTVALE
City Manager
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SECTION 34. CONFLICTING TERMS.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.

ATTEST:
9/V%
Marc b6n6hue
City Clerk

APPROVED AS TO FORM
Erica Vega
City Attorney
URM Technologies, Inc.

D... SIQIICd by:

A 0
By.

P253 FB
Name: Alfred Boghozian
Its: General Manager

CITY OF EASTVALE
City Manzezager
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NOTE: CONTRACTOR' S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE

REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR

OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR' S
BUSINESS ENTITY. CORPORATIONS AND LLCS MUST SUBMIT

DOCUMENTATION SHOWING THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS THE AUTHORITY TO EXECUTE THIS CONTRACT.
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EXHIBIT " A"

SCOPE OF SERVICES
Contractor shall perform the services as set forth below:

Pick-up and delivery of paper documents and engineering mylars ( various sizes 18x24 to 2436) ( third party/ subcontracted delivery service will NOT be acceptable).

Document preparation for scanning ( staple removal, separator pages, etc.) and document reassembly after scanning.

Scanning of paper records in all sizes in required format for placing into Laserfiche ( TIFF).

Quality checking images scanned.

Data entry of index fields following Laserfiche Templates. Fields change depending on document scanned. City will provide detailed instructions for each project.

Quality checking index data.

Ability for images to be provided on -demand electronically if needed prior to next delivery date.

Providing images and index data on CD, flash drive or via File Transfer Protocol ( FTP) site in Laserfiche Briefcase ( LFB) format only, allowing for importing of items into the City' s Laserfiche repository. City is currently running version 9. 2 on the Laserfiche server and Laserfiche Rio.

Records from the following departments are, but not limited to: Public Works, Planning, Building, Finance, City Clerk, City Manager, Code Enforcement, and Human Resources.

Destruction of documents once scanned and provide a certificate of destruction.

Proposers may assume all paper records are in good condition. Letter, legal and ledger sized documents are printed on standard white office paper ( approximately 20 lb); a -sized documents are printed on paper, Mylar, blueprints, sepia, or vellum and must be organized by project as directed by the City. Only records needed, and no longer available in paper format, will be considered for conversion.

Scanning must be priced at 300 DPI, Black/ White, Grayscale, and Full Color as various City projects require these various formats.

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EXHIBIT " B"

COMPENSATION
Item IPrice Per Item
Letter, legal and 11x17 sized pages ( per
image)
Black and white scanning 0. 043 per image
Gra scale/ color scanning 0. 043 per image
Large format pages( per image)
Black and white scanning 0. 64 er ima e
Gra scale/ color scanning 0. 74 per image
M lar, 18 x 24 pages( per image)
Black and white scanning 0. 54 per image
Gra scale/ color scanning 64 per image
M lar, 24x36 pages( per image)
Black and white scanning 0. 64 er ima- q e
Gra scale/ color scanning4 0. 7per imageQA
of eachimage and verificationof indexingagainst
original document(per image) 005 per imageIndexing
documents(per field09 per fieldIndexing
documents - COUNTY FILES ( per document)

1. 20per documentGIS
Indexingdocuments(per field 05 per fieldPickup
and Delivery35. 00 per trip DVD /
Flash Drive / External Hard Drive included Other
detail separately) 24
hr. rushelectronicdelivery of document30. 00 per requestAN 476
EXHIBIT " C"

INSURANCE
A. Insurance Requirements. Contractor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Contractor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A. M.

Best' s rating of no less than A:VII.

Contractor shall provide the following scope and limits of insurance:

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage ( Occurrence Form CG 0001). 2) Automobile. Insurance Services Office form number CA 0001 Ed. 1/ 87) covering Automobile Liability, including code 1 " any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. 3) Workers' Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement. 4) Professional Liability. Professional liability insurance appropriate to the Contractor' s profession. This coverage may be written on a " claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three ( 3) consecutive years following the completion of Contractor' s services or the termination of this Agreement. During this additional three ( 3) year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

2. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than:
1) Commercial General Liability. $ 1, 000, 000 general aggregate for bodily injury, personal injury and property damage. 2) Automobile. $ 1,000, 000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of C- 1
477
not less than $ 2, 000, 000 shall be considered equivalent to the said required minimum limits set forth above.
3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $ 1, 000, 000 per occurrence. 4) Professional Liability. $ 1, 000, 000 per occurrence.

B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions:

1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.

2. Commercial General Liability and Automobile Liability Coverages. 1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. 2) Contractor' s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor' s insurance. 3) Contractor' s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability.
4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.

3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation C- 2
478
against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Contractor.

C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Exhibit " C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Contractor shall furnish certificates and endorsements from each subcontractor identical to those Contractor provides.

2. Any deductibles or self - insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor' s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.

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479
A-2022-046
First Amendment to Agreement
This 1st Amendment to Agreement (" First Amendment") is entered into this loth day of May, 2022 by and between the City of Eastvale, a California general law city City"), and URM Technologies, Inc., a California corporation (" Contractor"), as follows:

RECITALS
A. City and Contractor entered in an agreement for City-wide Scanning Services on or about February 8, 2022 with expenses not to exceed $ 23, 000 for city-wide scanning services.

B. City and Contractor desire to amend Exhibit B reflect the fee for shredding boxes.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows:

1. AMENDMENTS.
a. Compensation. Exhibit B of the Agreement is amended to reflect an additional fee for shredding boxes.

2. GENERAL PROVISIONS.
a. Remainder Unchanged. Except as specifically modified and amended in this First Amendment, the Agreement remains in full force and effect and binding upon the parties.
b. Integration. This First Amendment constitutes the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this First Amendment.
c. Effective Date. This First Amendment shall not become effective until the date it has been formally approved and executed by the appropriate authorities of the City and Consultant.
d. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this First Amendment. e. References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Second Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this First Amendment.
480
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above.

APPROVED AS TO FORM:

Q
14af
a,
Erica L. Vega, City Attorney
ATTEST:

M r onohue, City Clerk
CITY OF_ FA449TVALE:
eWy Gadcia, Interim City Manager
URM TECHNOLOGIES, INC.

Name: Alfred Boghozian
Title: General Manager
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above.

APPROVED AS TO FORM:

Erica L. Vega, City Attorney
ATTEST:

Marc Donohue, City Clerk

CITY OF
C-pr Henry Garcia,lMerim City Manager
URM TECHNOLOGIES, INC.

Alfred xya, iro us•. asvn.,. aewnoa o
ox s. nnreamgmna. a- uxrn, a.

Boghozian o < uxzms. naeseni arw
Name: Alfred Boghozian
Title: General Manager
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Exhibit B
URM Service Rates for City of
Eastvale May 06, 2022
Item IPrice Per Item
Letter, legal and 11x17 sized pages ( per image)
Black and white scanning 0. 043 per image
Grayscale/ color scanning 0. 043 per image
Large format pages 36" x 48" ( per image)
Black and white scanning 0. 64 per image
Grayscale/ color scanning 1 $ 0. 74 per image
Large format pages, approx. 50" x 42" ( per
image)
Black and white scanning 0. 84 per image
Grayscale/ color scanning 1 $ 0. 94 per image
Mylar, 18 x 24 pages ( per image)
Black and white scanning 0. 54 per image
Grayscale/ color scanning 64 per image
Mylar, 24x36 pages ( per image)
Black and white scanning 0. 64 per image
Grayscale/ color scanning 0. 74 per image
QA of each image and verification of indexing
against original document ( per image) 005 per image
Indexing documents ( per field) 09 per field
Indexing documents - COUNTY FILES (per
document) 1. 20 per document
GIS Indexing documents ( per field) 05 per field
Pickup and Delivery 35. 00 per trip
DVD / Flash Drive / External Hard Drive included
Shredding, standard bankers box 10 x 12 x 15" 4. 00 per box Shredding, oversize box 6.00 per box
Other ( detail separately)
24 hr. rush electronic delivery of document. 30. 00 per request 483

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.12
September 28, 2022
Professional Services Agreement with Aleshire & Wynder to provide Legal Services
Prepared By:

Jimmy Chung, City Engineer
Recommended Action(s)
Staﬀ recommends that the City Council authorize the City Manager to execute a Professional Services Agreement with Aleshire & Wynder in an amount not-to-exceed $35,000.00 to provide legal services related to Orange County Flood Control District (OCFCD) land use request.

Summary
Vacant proper0es along Hellman Avenue south of Walters street are located within the ﬂoodplain and owned by various public agencies including Orange County Flood Control District (OCFCD) and Army Corps of Engineers (ACOE). The City has been communica0ng with OCFCD and ACOE regarding u0lizing their property to accommodate facili0es that will beneﬁt the community, such as pick up/drop off area to assist with school circulation and passive parks.

The current ﬁrm that is providing legal services to the City has a conﬂict of interest as they are also assis0ng OCFCD with other eﬀorts pertaining to the ﬂood inunda0on projects. Therefore, staﬀ is recommending approval of a professional services agreement with Aleshire & Wynder with a not-to- exceed amount of $35,000 to provide legal services related to OCFCD land use requests. The scope of work includes developing and reviewing license agreement with OCFCD for their property located south of Rondo Elementary School to be u0lized to alleviate traﬃc conges0on during pick up and drop oﬀ hours; prepara0on of a sub-license with Corona Norco Uniﬁed School District (CNUSD) and researching title report of properties to ascertain the history and conditions of the properties.

Background 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
eastvaleca.gov
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Rondo Elementary is now fully open and is experiencing traﬃc circula0on issues. CNUSD and residents near the school have reached out to the City reques0ng assistance. Staﬀ communicated with OCFCD to request permission to use their lot (approximately 3.5 acres) located south of Rondo Elementary School as a pick-up and drop-oﬀ area for students. This will alleviate traﬃc conges0on along Walters Street and other residen0al streets near the school. Proposed improvements will be presented to OCFCD for their approval. The City will then enter into license agreement with OCFCD ﬁrst followed by a sub-license agreement between the City and CNUSD. The license agreement with OCFCD and sub-license agreement with CNUSD will be brought to the City Council for approval at a future meeting.

City staﬀ is also communica0ng with CNUSD to determine the improvements needed for safe pick- up and drop-oﬀ facili0es for students/parents and the responsibili0es of the City and CNUSD .

CNUSD will be responsible for all design, improvement, and maintenance costs on site. Staﬀ will come back to Council to recommend approval of the reimbursement agreement with CNUSD.

Environmental
The proposed contract is not a project as deﬁned by the California Environmental Quality Act (CEQA). As a result, no environmental review efforts are required.

Strategic Plan Action - Priority Level: 2
| Target #: 5
| Goal #: 7
Improve traﬃc mobility and management throughout the city's major corridors and around the schools.

Fiscal Impact
There are suﬃcient funds budgeted in Fiscal Year 2022-2023 under General Fund Capital Projects fund expenditure account 600-500-6690-95020 for the recommended action.

Prior City Council/Commission Action
There are no prior City Council/Commission actions related to this recommended action.

Attachment(s)
Attachment 1 - Rondo School Circulation Land Use Request Exhibit

Attachment 2.1 - Aleshire and Wynder Agreement

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
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486
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AGREEMENT FOR SERVICES

FOR ORANGE COUNTY FLOOD CONTROL DISTRICT

LAND USE REQUEST
This Agreement for Services (“Agreement”) is entered into as of this ____ day of _________, 20__ by and between the City of Eastvale, a municipal corporation (“City”) and Aleshire & Wynder, LLP (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by informal quotes the performance of the services defined and described particularly in Section 2 of this Agreement.

B. Contractor, following submission of a quote for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services.

SECTION 1. TERM OF AGREEMENT.

Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is for one year commencing on the date first ascribed above.

SECTION 2. SCOPE OF SERVICES
(a) Scope of Services. Contractor agrees to perform the services set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and made a part of this Agreement by this reference.

SECTION 3. ADDITIONAL SERVICES.

Contractor shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.
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SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Thirty Five Thousand dollars ($35,000.00), unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. (b) Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. (d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Contractor’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Contractor’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 “Indemnification” and Section 17 “Insurance.”
SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this 488
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Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement, Contractor’s guarantees and warranties in Section 9 “Standard of Performance” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.

All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such final work product if paid for by the City. This provision specifically excludes Contractors’ work notes and drafts, which are owned by Contractor, not City.

SECTION 7. CONTRACTOR'S BOOKS AND RECORDS.
(a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor’s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to the Services, including expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546.7, if the total compensation in Section 4 exceeds ten thousand dollars ($10,000.00), this Agreement and the Contractor's books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
(b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed 489
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upon, such documents and records shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives.

SECTION 8. INDEPENDENT CONTRACTOR.
(a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise.
(b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor’s personnel.

Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s personnel are in any manner officials, officers, or employees of City. (c) Neither Contractor, nor any of Contractor’s personnel shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor, its officers, employees, agents or subcontractors, may have to any such rights. Contractor’s indemnity obligations in Section 16 “Indemnification” of this Agreement include the obligation to indemnify the City from and against any liability that may arise related to claims that Contractor, its officers, employees, agents or subcontractors, are entitled to retirement, health care or any other benefits that accrue to City employees. This provision shall survive the expiration or earlier termination of this Agreement.

SECTION 9. STANDARD OF PERFORMANCE.

Contractor represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Contractor’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. 490
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SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Contractor that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.

SECTION 12. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in connection with or related to the performance of this Agreement.

SECTION 13. UNAUTHORIZED ALIENS.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
(a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor 491
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agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Contractor is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Contractor will perform non- related services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor’s conduct.

Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a 492
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Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor’s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor.
(c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section.
(d) City’s Negligence. The provisions of this section do not apply to claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.
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SECTION 17. INSURANCE.

Contractor agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Contractor agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Contractor are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor’s duties or obligations under this Agreement without the prior written consent of the City.

Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.” City acknowledges, however, that Contractor, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.

SECTION 19. CONTINUITY OF PERSONNEL.

Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance.

SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. (b) Contractor may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor’s possession shall be returned to City.

Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 “Compensation and Method of Payment” 494
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of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.

SECTION 21. DEFAULT.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

SECTION 23. COOPERATION BY CITY.

SECTION 24. NOTICES.

To City: City of Eastvale
Attn: Henry Garcia, Interim City Manager
12363 Limonite Ave., Suite 910
Eastvale, CA 91752
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To Contractor: Aleshire & Wynder
Attn: Fred Galante, Equity Partner
18881 Von Karman Avenue, Suite 1700
Irvine, CA 92612
Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the Eastvale Municipal Code.

SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if it does not exceed the amount that may be approved administratively pursuant to the Eastvale Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City’s City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City’s rights under this Agreement. All other amendments shall be approved by the City Council.

SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a 496
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waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work by Contractor shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 33. SEVERABILITY.

SECTION 34. CONFLICTING TERMS.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY OF EASTVALE
___________________________
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Henry Garcia
Interim City Manager
ATTEST:
___________________________
Marc Donohue
City Clerk

APPROVED AS TO FORM
_______________________________
Erica Vega
City Attorney
___________________________________
By: ____
Name: ___________________________
Its: ______________________________
NOTE: CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE

REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S
BUSINESS ENTITY. CORPORATIONS AND LLCS MUST SUBMIT

DOCUMENTATION SHOWING THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS THE AUTHORITY TO EXECUTE THIS CONTRACT.
498
EXHIBIT "A"

SCOPE OF SERVICES
to provide legal representation to the City with respect to the land use matters regarding parcels south of Chandler Street, particularly, (i) a triangular lot south of the Rondo Elementary School to be used as a pick-up/drop-off and temporary parking area for school and (ii) lots in between Cucamonga Creek and Chandler Street for open space/recreational public use, as well as related properties and uses, and any other matters requested in writing by the Client.
499
B-1
EXHIBIT "B"

COMPENSATION
500
C-1
EXHIBIT "C"

Best's rating of no less than A:VII.

Contractor shall provide the following scope and limits of insurance:

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (2) Automobile. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (3) Workers’ Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement. (4) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional three (3) year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

2. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than:
(1) Commercial General Liability. $1,000,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile. $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of 501
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not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above.
(3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence. (4) Professional Liability. $1,000,000 per occurrence.

B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions:

2. Commercial General Liability and Automobile Liability Coverages. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. (2) Contractor’s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor’s insurance. (3) Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
(4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.

3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation 502
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against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Contractor.

C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Contractor shall furnish certificates and endorsements from each subcontractor identical to those Contractor provides.

2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
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AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.13
September 28, 2022
Purchase of One (1) Skip Loader Vehicle
Prepared By:

Simone Blackwell, Environmental Compliance Analyst
Recommended Action(s)
Staﬀ recommends that the City Council approve a purchase order for United Rentals in the amount not to exceed $72,000.00 for one (1) skip loader vehicle for use by Public Works staﬀ for transpor+ng compost and mulch. Authorize the City Manager to execute any agreements and purchase orders.

Summary
Request to purchase one (1) used 2016-2020 skip loader vehicle at a cost not to exceed $72,000.00 for an+cipated compost and mulch ac+vi+es. SB 1383 Local Assistance Grant Program funds would be used to purchase the vehicle.

Background
Senate Bill (SB) 1383 (Chapter 395, Statutes of 2016) establishes methane emissions reduc+on targets in a statewide eﬀort to reduce emissions of short-lived climate pollutants in California. SB 1383 establishes targets to achieve a 50 percent reduc+on in the level of the statewide disposal of organic waste from the 2014 level by 2020 and a 75 percent reduction by 2025.

Per SB 1383 regula+ons, jurisdic+ons are required to acquire recovered waste products annually.

Recovered waste products include compost, mulch, biofuel, or biomass conversion electricity.

The City expects to begin acquiring compost and mulch to u+lize on city-owned frontage areas, city proper+es, and future give-away events for the community. The Public Works Department recommends purchasing a skip loader vehicle to facilitate the transporta+on and reloca+on of large 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
eastvaleca.gov
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quan++es of compost and mulch. The vehicle would be purchased with SB 1383 Local Assistance Grant Program funds.

If approved, the procurement of this vehicle will be conducted through a Sourcewell coopera+ve purchasing agreement which is compliant with Eastvale Municipal Code Sec+on 4.06.080(d).

Coopera+ve purchasing is "procurement conducted by, or on behalf of, one or more Public Procurement Units" deﬁned by the American Bar Associa+on Model Procurement Code for State and Local Governments. Sourcewell's analysts streamline the procurement process by developing RFPs and IFBs for national, competitive solicitations that meet or exceed local requirements.

Environmental
The purchase of a used skip loader vehicle is not deﬁned as a project under the California Environmental Quality Act (CEQA). No environmental review pursuant to CEQA is required.

Strategic Plan Action - Priority Level: N/A
| Target #: 5
| Goal #: 3
The purchase of a skip loader vehicle supports the goal of suppor+ng infrastructure by planning for landscape, roads, and street maintenance (Target 5, Goal 3).

Fiscal Impact
The ﬁscal year 2022-23 budget includes adequate appropria+ons for the vehicle purchase in the Miscellaneous Grants Fund, Professional Services Expenditure Account 240-311-6610-73002-0000.

Ongoing vehicle maintenance costs would be managed by Public Works and are currently budgeted in account number 100-500-6330 and would be approximately $5,000 annually. Fuel costs are currently budgeted in account number 100-500-6310 and would be approximately $4,000 annually.

Prior City Council/Commission Action
Not Applicable.

Attachment(s)
Attachment 1 - United Rentals Sourcewell Contract 062320

Attachment 2 - Skip Loader Quote - United Rentals

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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Solicitation Number: RFP #062320

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and United Rentals (North America) Inc., 100 First Stamford Place, Suite 700, Stamford, CT 06902 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT

A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires August 27, 2024 unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES

A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in

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Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY.The following warranties apply:

For equipment rentals by a Participating Entity, Vendor warrants that upon delivery the equipment rented hereunder will be in good working condition. If the equipment is not in good working condition upon delivery, Vendor shall promptly repair or replace the equipment at its sole cost and expense. If the equipment requires repair or replacement during the rental period, Vendor will promptly repair or replace the equipment at its sole cost and expense; provided, however, if the repair or replacement is necessary due to Participating Entity’s abuse, misuse, or neglect, then Participating Entity will be responsible for the cost of such repair or replacement. EXCEPT AS SET FORTH HEREIN VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE RENTAL OF EQUIPMENT.

For equipment purchases by a Participating Entity, the only warranty provided with the equipment sold herein is the warranty provided by the original equipment manufacturer (“OEM”). Vendor will pass through all warranties, to the extent allowable, that the OEM provides. If a warranty claim is approved by the OEM and the OEM authorizes Vendor to repair or replace the equipment, Vendor will do so. ALL WARRANTIES, INCLUDING ANY IMPLIED

WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED.

For services provided to a Participating Entity, Vendor warrants the services will be performed in a good and workmanlike manner. The duration of the warranty shall be 30 days after the service is completed. If during the 30-day warranty period the equipment requires additional service, because of defective original service or a defective replacement part(s), then Vendor will re-perform the defective service and/or replace the defective part at its sole cost and expense. If the equipment has been subject to abuse, misuse, or neglect, Vendor shall have no obligation to re-perform the service or replace any part(s). The only warranty on replacement parts provided with Vendor’s service herein is the warranty provided by the original equipment manufacturer (“OEM”). Vendor will pass through all warranties, to the extent allowable, that the OEM provides. If a warranty claim on such replacement part is approved by the OEM and the OEM authorizes Vendor to repair or replace the part, Vendor will do so. EXCEPT AS SET

FORTH HEREIN VENDOR DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO REPLACEMENT PARTS AND SERVICE OF EQUIPMENT.

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C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

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C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS

Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:

x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service

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Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at government- owned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING

A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.

Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity’s order.

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D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.

F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE

A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

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The Report must contain the following fields:

x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address;
x Customer City;
x Customer State/Province;
x Customer Zip Code;
x Customer Contact Name;
x Customer Contact Email Address;
x Customer Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter.

Administrative fee will only be due and owing on invoices paid by the Participating Entity, and no administrative fee will be due if Vendor has not received payment from the Participating Entity. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above “Attn: Accounts Receivable.” Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

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9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. LIABILITY

Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, arising out of the negligence or willful misconduct of Vendor during the performance of this Contract by the Vendor or its agents or employees. Vendor’s liability for costs and expenses hereunder shall be limited to those that are reasonable and actual, including attorneys’ fees. In no event will Vendor be liable for incidental, special or consequential damages.

12. AUDITS

Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from

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the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

13. GOVERNMENT DATA PRACTICES

Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

14. INDEMNIFICATION

As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws.

15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.

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a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

16. GOVERNING LAW, JURISDICTION, AND VENUE

Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

17. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

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18. SEVERABILITY

If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

19. PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

20. INSURANCE

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A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

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5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor’s professional services required under this Contract.

Minimum Limits:
$2,000,000 per claim or event
$2,000,000 – annual aggregate

6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate

Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without 30 days’ prior written notice to the Vendor.

Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is

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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies).

F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of $10,000 is subject to Sourcewell’s approval.

21. COMPLIANCE

A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.

22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

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23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Vendor’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names

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of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation

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and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

24. CANCELLATION

Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.

Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell United Rentals (North America) Inc.

By: __________________________ By: __________________________ Jeremy Schwartz Craig A. Schmidt
Title: Director of Operations &
Procurement/CPO
Title: Vice President National Accounts

Date: ________________________
Date: ________________________
Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO

Date: ________________________

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553
Bid Number: RFP 062320 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC. 95 Describe the extent to which your proposal includes a customer owned equipment repair program. f applicable,
describe the types of repair procedures, including
transportation, on-site repair, labor and parts costs, or warranty offering.

How you manage your fleet can have a big impact on
driving overall worksite performance. And that's why we created a site-specific Fleet Maintenance Management
Program to help you maintain-and manage-your owned
equipment and site vehicles using the same systems,
processes and expertise we apply every day to our more
than 14+ billion dollars in fleet.

From inspections and repairs to utilization tracking and strategic consulting, our experts can keep your assets ready when you are-and help you get the most from your
investment in fleet.

Working together, we'll build out a site-specific program that maximizes the benefits based on your site's needs. You focus on running your worksite, while we turn the challenges of managing your fleet into an efficient, hassle-free operation.

Primary components of most fleet management solutions
include:
• Maintenance Services
• Parts and Material Management
• Fleet Systems
• Fleet Advisory

We'll station a dedicated team of our factory-trained,
certified mechanics right on your site. No repair is too complex, and every repair is done with the same level of quality and expertise we use to condition our more than 690K+ unit rental fleet. f we can't service something
ourselves, we'll contract the right vendors on your behalf.

We will design a parts and material program to meet the immediate needs of critical and non-essential assets while balancing the requirements (and expense!) of stocked parts to that of just-in-time delivery. We have the brands you rely on for every kind of fix, from routine tune-ups to major repair.

All labor pricing is included in the attached pricing
spreadsheet.

Exceptions to Terms, Conditions, or Specifications Form

Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.

Documents

Ensure your submission document(s) conforms to the following :

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. t is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to th e Marketing Plan category save the document as "Marketing Plan."

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Bid Number: RFP 062320 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

557
This is not an invoice
Please do not pay from this document

SALE QUOTE
Page: 1
Qty Equipment # Price Amount 1 10535613 CC: 904-3020 65300.00 65300.00 LOADER LANDSCAPER 4WD
Make: CASE Model: 570N EP Serial #: JJGN570NCGC737192 Model Year: 16
HR OUT: 2625.300

WHEN OPERATED IN CALIFORNIA, ANY OFF-ROAD DIESEL VEHICLE MAY BE

SUBJECT TO THE CALIFORNIA AIR RESOURCES BOARD IN-USE OFF-ROAD DIESEL VEHICLE REGULATION. IT THEREFORE COULD BE SUBJECT TO RETROFIT OR

ACCELERATED TURNOVER REQUIREMENTS TO REDUCE EMISSIONS OF AIR POLLUTANTS. FOR MORE INFORMATION, PLEASE VISIT THE CALIFORNIA AIR

RESOURCES BOARD WEBSITE AT
HTTP://WWW.ARB.CA.GOV/MSPROG/ORDIESEL/ORDIESEL.HTM
DELIVERY CHARGE 150.00 Sub-total: 65450.00
Tax: 5072.38
Total: 70522.38
CONTACT: JACOB LICHTENBERGER
CELL#: 951-790-8155
TO SCHEDULE EQUIPMENT FOR PICKUP, CALL 800-UR-RENTS (800-877-3687) WE ARE AVAILABLE 24/7 TO SUPPLY YOU WITH A CONFIRMATION #

IN ORDER TO CLOSE THIS CONTRACT

CITY OF EASTVALE
13200 CITRUS ST
EASTVALE CA 92880-9214
Office: 951-361-0900 Cell: 951-790-8155

CITY OF EASTVALE
12363 LIMONITE AVE #910
EASTVALE CA 91752
BRANCH N05
520 E. LA CADENA DRIVE
RIVERSIDE CA 92507-8713
951-276-9000
951-276-0755 FAX
# 210462404
Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Job Site Customer # :

Quote Date :

UR Job Loc :

UR Job # :

Customer Job ID:

P.O. # :

Ordered By :

Written By :

Salesperson :
5755144
09/07/22
13200 CITRUS ST, EAS
1 QUOTE

JACOB LICHTENBERGER

MATTHEW SCHUMM

MATTHEW SCHUMM
Note: This proposal may be withdrawn if not accepted within 30 days.

WHERE PERMITTED BY LAW, UNITED RENTALS MAY IMPOSE A SURCHARGE OF 1.8% FOR CREDIT CARD PAYMENTS ON CHARGE ACCOUNTS. THIS SURCHARGE IS NOT GREATER THAN OUR MERCHANT DISCOUNT RATE FOR CREDIT CARD TRANSACTIONS AND IS SUBJECT TO SALES TAX IN SOME JURISDICTIONS.

THIS IS NOT A SALE AGREEMENT/INVOICE. THE ITEMS LISTED ABOVE ARE SUBJECT TO AVAILABILITY AND ACCEPTANCE OF THE TERMS AND CONDITIONS OF UNITED'S SALE AGREEMENT/INVOICE WHICH ARE AMENDED FROM TIME TO TIME AND POSTED ONLINE AT https://www.unitedrentals.com/legal/sale-agreement AND INCORPORATED HEREIN BY REFERENCE. A PAPER COPY OF THE SALE AGREEMENT/INVOICE TERMS IS AVAILABLE UPON REQUEST. 558

AGENDA STAFF REPORT

City Council Meeting

CITY COUNCIL BUSINESS

Agenda Item No. 13.1
September 28, 2022
Independent Zip Code Advocacy
Prepared By:

Alexander Fung, Senior Management Analyst
Recommended Action(s)
Staﬀ recommends that the City Council receive-and-ﬁle the Independent Zip Code Advocacy Presentation.

Summary
Eastvale has two zip codes. Zip Code “91752” is coded as the former Mira Loma community. Mira Loma was annexed by the Ci/es of Eastvale and Jurupa Valley and no longer exists as a municipality or an unincorporated area. Zip Code “92880” is currently shared with the City of Corona.

The City’s lack of an independent zip code causes various issues for the local community, which impact the City’s goal of developing branding and iden/ty for Eastvale. This presenta/on launches an endeavor to continue to advocate for the City to have its own independent zip code.

Background
In 2020, the Community Development/Public Works Director dra:ed a White Paper to highlight the importance for the City to have an independent zip code. The paper summarizes various issues and challenges that the City and local community face with two zip codes shared with neighboring communities. A copy of the White Paper is included with this report as Attachment 1.

To date, the City incurred diﬃculty from the development community given that the City’s 1-mile, 3- mile, and 5-mile trade areas are grouped with surrounding communities. Given that demographics in Eastvale are par/cularly unique and likely to a?ract diﬀerent sets of vendors and businesses compared to neighboring communi/es, the lack of an independent zip code impacts the City’s 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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559
economic development and business attraction efforts.

Addi/onally, businesses o:en experience truck delivery issues given that wayﬁnding plaBorms have sent deliveries to the wrong jurisdic/on. Oﬃcial mail from the City was returned by the U.S. Postal Service (USPS) at various /mes as USPS staﬀ may only recognize Eastvale as “Mira Loma” or “Corona,” which impacts legal notices, code enforcement activities, and public outreach efforts.

Furthermore, having an address improperly associated with another jurisdic/on has led to higher wildﬁre insurance rates in the City’s jurisdic/on. Recent wildﬁres in Corona have aﬀected wildﬁre insurance rates. In some cases, this led to residents losing insurance or not being able to obtain insurance.

Other challenges that the City faces as a result of a lack of an independent zip code include misdirected property, decreased property values, confusion with voter registra/ons and elec/ons, interference with the City’s eﬀorts to build a community iden/ty, and businesses iden/fying their locations with “Corona,” “Jurupa Valley,” or “Mira Loma.”

As men/oned previously, this report launches an eﬀort to further advocate for the City to have its own independent zip code. In addi/on to this advocacy eﬀort, staﬀ aims to encourage residents, businesses, and stakeholders to embrace the City’s iden/fy. Advocacy eﬀorts are planned and implemented in accordance with the City’s Strategic Plan.

Over the next several months, staff will be holding discussions with:

Wayﬁnding plaBorms, such as Google and Apple, to ensure that drivers are directed to their destinations in Eastvale appropriately;
Property managers and brokers to encourage businesses to iden/fy their branch loca/ons as Eastvale;
USPS staff to identify solutions to mail delivery issues; Neighboring cities, school districts, and community colleges to obtain support; and Legislators to submit letters of support at the Federal level.

An ordinance will be dra:ed and presented to the City Council later this year asking businesses to “opt-in” and oﬃcially iden/fy their branch loca/ons as “Eastvale.” Should the City Council choose to adopt such ordinance, staﬀ proposes that an amor/za/on period of at least one to three years be included. The ordinance will be marketed with the goal of having businesses being excited about “Destination Eastvale.”

Staﬀ will con/nue to provide periodic updates to the City Council regarding the City’s independent zip code advocacy efforts.

Environmental
This item is not a project as deﬁned by the California Environmental Quality Act (CEQA). As a result, no environmental review efforts are required.

Strategic Plan Action - Priority Level: 2
| Target #: 2
| Goal #: 4
This endeavor will support the City to develop branding and iden/ty for Eastvale by advoca/ng for the City to have an independent zip code and encouraging businesses to list their branch loca/ons 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
560
as “Eastvale.”
Fiscal Impact
The endeavor may accumulate expenses for staﬀ /me, marke/ng materials such as mailers, ﬂyers, brochures, s/ckers, and informa/onal kits. If presenta/ons and/or workshops are held in-person, refreshments and snacks may need to be purchased. Funds for these materials are currently budgeted in the Community Development Department’s miscellaneous supplies and postage account, in the General Fund expenditure account number 100-301-6510.

Prior City Council/Commission Action
There are no prior ac/ons that were taken by the City Council, the Planning Commission, or the Public Safety Commission on this item.

Attachment(s)
Attachment 1 - Independent Zip Code White Paper

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
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561

The Need for an
Independent Zip Code
562
1 Abstract
Without a definitive zip code, Eastvale is often
overlooked and omitted from consideration by
commercial developers and businesses,
affecting our sales tax base.

According to the United States Postal Service,
Eastvale is an “alternative city name for two
Mira Loma zip codes.” However, since 2010,
Eastvale is a growing full-fledged city,
incorporated under Riverside County Local
Annexation Law.

This paper highlights the need to correct the
incongruency between perception and reality
and establish Eastvale as a vibrant, unique
place with its own zip code.

Background
The ability to diversify and strengthen the
City’s tax base is central to its fiscal health and
sustainability. The lack of a definitive zip code
impacts the City’s identity and economic
culture.

Zip codes are not always aligned with
municipal boundaries. As of today, Eastvale has
two zip codes: 92880, which is shared with the
City of Corona, and 91752, which is shared
with the City of Jurupa Valley. There is an
inconsistency within the 91752 zip code
geographic area because the area is coded as
Mira Loma on postal mail which does not exist.

Prior to incorporation, this assignment was
acceptable when the population of what was
then known as Mira Loma was minimal.

However, in 2020 the old designation is causing
significant problems for the City of Eastvale’s
73,000+ residents and businesses.

Mira Loma has been annexed by the cities of
Eastvale and Jurupa Valley and no longer exists
as a municipality or census-designated place in
Riverside County.
563
2 Where is Eastvale?
This is a common question, even from those
who reside in the same county less than five
miles away. Eastvale is one of the newest cities
in Western Riverside County and California.

Geographically, Eastvale is 13.1 square miles
and “landlocked” by the cities of Chino, Jurupa
Valley, Ontario, and Norco. Eastvale’s proximity
to Ontario International Airport and Interstate
15 and California State Routes 91, 60, and 71
make it a hub to the region and a part of a
fast-growing global economy.

Prior to incorporation, the area was a census-
designated place in Riverside County known as
Mira Loma. The City transitioned from cows
and farmland to over 16,000 households with a
burgeoning commercial presence.

564
3 What’s the Problem?
Like other Cities, Eastvale competes for
commercial development. Commercial
developers make business decisions based on
the 1 mile, 3 mile, and 5 mile trade areas. Zip
codes set these trade areas. Without an
independent zip code, Eastvale’s population
demographics are grouped with residents from
neighboring cities - leaving out crucial
information that is specific to Eastvale
resident's demographics.

Demographics in Eastvale are unique and may
attract a different set of commercial vendors
than surrounding communities. The City’s
residents have an average age of 32, the
median income is over $110,000, and at least
35% of the population has a bachelor’s degree
or other higher education. With this
demographic, commercial developers see an
opportunity to do business in Eastvale.

Eastvale has incurred difficulty from the
development community because our trade
area is not distinct as the zip codes pull
economic data from surrounding communities
versus evaluating Eastvale’s data, and it is
challenging to carve out Eastvale as a niche
market in the region.

One of the top 25 sales tax-generating
businesses in Eastvale has significant issues
with truck deliveries because the zip code
92880 shows the city of Corona in all
wayfinding and directional applications,
thereby sending deliveries to the wrong city.

Currently, Eastvale residents are assigned
mailing addresses bearing the names of
neighboring jurisdictions. Having an address
improperly associated with another city causes
higher insurance rates. For example, the
recent wildfires in Corona have affected
insurance rates and, in some cases, caused
565
4 people to lose insurance or not be able to
obtain insurance.

A lack of a definitive zip code causes
confusion with voter registration, misdirected
property, and sales tax revenues, and
decreased property values because sales
comparables are mixed with adjacent
communities and not exclusive to Eastvale.

Thus the continuity of property values is
disrupted.

The need to use mailing addresses from
neighboring jurisdictions essentially strips a
part of Eastvale’s hard-earned community
identity and pride. This issue is particularly
pronounced for Eastvale because the City is
only nine years young and is still developing
into a full-service city.

Norco College, part of Riverside Community
College District and fifth largest community
college district in California, has difficulty
accounting for the amount of Eastvale
residents enrolled at the College. This
discrepancy requires a manual and time-
consuming process utilizing Geographic
Information Systems to individually map
Eastvale residents within the two zip codes. A
letter from the President of Norco College is
included as an attachment.

Official mail from the City of Eastvale is being
returned from the United States Postal Service
with the city name “Eastvale” crossed out and
the name “Corona” written instead. This
impacts legal notices sent from the City to
residents about development, Code
enforcement and City events and impacts the
delivery of all mail to businesses and residents.

Without a postal location, we are associated
with the rural routes in the nearby City of
Norco, rather than the suburban zones that
exist in Eastvale. This confusion exacerbates
delays in mail deliveries.
566
5 Formal Request to Establish Independent
Zip Code
The City engaged its Congressional
Representative, Ken Calvert, to document the
need for an independent zip code.

Since its incorporation in 2010, the City
submitted letters documenting the impacts
associated with a lack of an independent zip
code.

The Eastvale business community loses revenue
because the zip code does not coincide with
the City boundaries. Multiple zip codes cause
confusion with deliveries, receipt of mail, and
patronage because mapping programs are
based on zip codes and send drivers to the
wrong location. Receipts from businesses
located in Eastvale show Jurupa Valley, Mira
Loma and Corona as their location Copies of
receipts and the postal notification are
attached to document this ongoing issue.

The City of Eastvale is no longer an alternate
city name for an area that was previously
unincorporated Riverside County. The City of
Eastvale is a full-fledged city that has quickly
built one of the fastest-growing cities in
Riverside County. Establishing a zip code for
the City is vital to the growth and
sustainability of Eastvale.

567
6 Attachments

568
7 92880 Zip Code listed as Corona for
Eastvale business Jono’s Simple
Japanese

Starbucks adjacent to Eastvale City
Hall

569
8 Businesses in the Eastvale Gateway
Shopping Center (same shopping
center as Eastvale City Hall).

570
9 United States Postal Service Domestic
Return Receipt with Eastvale crossed
out.

Certified Mail returned as an
insufficient address.

571
10 Google Maps Image of the same
address.

572
573

AGENDA STAFF REPORT

City Council Meeting

CITY COUNCIL BUSINESS

Agenda Item No. 13.2
September 28, 2022
Approve a Payment to Lewis Land Developers per the terms of the Exchange of Real Property and Joint Escrow Instruc2ons
Agreement
Prepared By:

Jimmy Chung, City Engineer
Recommended Action(s)
Staff recommends that City Council:

1 .

Approve and Adopt Budget Resolu on No 22-XX Amending the Fiscal Year 2022-23 Budget for the Final Hammer Place Land Acquisition Payment; and
2 .

Approve and Adopt Resolu on No 22-XX Approving the Commitment of Fund Balance Pursuant to GASB 54; and
3 .

Approve the ﬁnal payment to
Lewis Land Developers, per the terms of the Agreement for Exchange of Real Property and Joint Escrow Instruc ons between the City and Developer, in the amount of $1,840,000.

Summary
On April 11, 2018 the City and Lewis Land Developers (LLD) entered into an Exchange Agreement (A<achment 1). This agreement exchanged the City's 1.38 acre property at the southwest corner of Hamner Drive and Riverboat Avenue (Al's Corner) with LLD's 7.14 acre property located easterly of Hamner and Schleisman Road (Hamner Place). Per the terms of the agreement, the City owes LLD the diﬀerence in cost between the appraised value in the two proper es, $3,690,000. The City paid LLD a total of $1,850,000 with the remaining $1,840,000 to be paid when LLD completed the grading of the superpad at the Hamner Place site. LLD completed the grading, and provided cer ﬁca on of 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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574
the site (Attachment 2 and 3).

Background
The City was the owner “Al’s Corner” (approximately 1.38 acres), located at the southwest corner of Riverboat Drive and Hamner Avenue referred to as the City Exchange Property. Lewis Land Developers (LLD) was under contract to purchase 21.48 acres of real property (“LLD Property”) located at the Northeast and Southeast corners of Hamner Avenue and Schleisman Road from the Polopolus family.

The City desired to acquire
approximately 7.14 acres of the
LLD Property for public
use referred to as the LLD Exchange Property.

On April 11, 2018 the City and LLD entered into an
Exchange Agreement (Attachment 1) that outlined the terms of the exchange.

The City Exchange Property has an appraised value of $1,650,000 in an “as is” condi on. The LLD Exchange Property has an appraised value of $5,340,000 in a graded “superpad” condi on.

Therefore, as a condi on of the exchange, LLD was required to grade the LLD Exchange Property.

This was achieved with the removal of at least 2 feet of the exis ng unsuitable soil and place compacted ﬁll on the LLD Exchange Property, and balance the site with a 1.5% slope from the northeast to southwest. Cer ﬁca on was provided to ensure these condi ons were met (Attachment 2 and 3).

The Exchange Agreement also provides for a “post closing true-up” whereby LLD will be required to make a one- me payment to the City if the LLD development is more proﬁtable than an cipated upon project stabiliza on (90% occupancy). This provision would require LLD to pay the City an amount equal to 50% of LLD’s cash on cost returns that are in excess of 8%.

Environmental
The agreement does not result in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment because it is a con nuing administra ve ac vity and is not deﬁned as a Project pursuant to the California Environmental Quality Act (CEQA).

No environmental review is required.

Strategic Plan Action - Priority Level: 1
| Target #: 5
| Goal #: 1
Though originally planned for the city hall, this property s ll holds value as a civic parcel and can be developed for public use.

Fiscal Impact
The ﬁnal payment of $1,840,000 will be paid from a combina on of General Fund commi<ed fund balance and Public Facilities Development Impact Fees.

The appraised value of the City Exchange Property ($1.65 million) was applied towards the appraised value of the LLD Exchange Property ($5.34 million). The diﬀerence of $3,690,000 was to be paid by three payments:

The ﬁrst being $100,000 within three days of the execu on of the original Exchange Agreement (paid)
The second being 1,750,000 one day prior to closing escrow on the property (paid) The ﬁnal payment of $1,840,00 at the comple on of the superpad grading (will be paid aLer approval of this item)
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575
Two resolu ons are required to facilitate the ﬁnal payment, a budget resolu on and a new Government Accoun ng Standards Board (GASB) 54 commitment of fund balance resolu on. The budget resolu on for ﬁscal year 2022-23 authorizes a budget appropria on in the General Capital Projects Fund, land capital expenditure account 600-500-6630, project number 95001-0000.

Addi onally, as the Capital Projects Fund 600 is solely funded by the General fund, transfer appropria ons must also be adopted. Appropria ons in General Fund transfer-out, account 100- 290-6960 in the amount of $1,350,000 and Capital Projects Fund transfer-in, account 600-000-4910 in the amount of $1,350,000 are required. During the 2022-23 budget process a total of $1,840,000 was established as commi<ed General Fund fund-balance to accommodate the ﬁnal payment. As a result, the budget appropria ons will not aﬀect the city's available unassigned General Fund fund- balance. The budget resolu on also authorizes a budget appropria on in the Public Facili es Development Impact Fee fund, land capital expenditure account 292-500-6630, project number 95001-000.

The second resolu on, GASB 54 commitment of fund balance, authorizes the release of General Fund commi<ed fund balance in the amount of $1,840,000 in order to facilitate the above budget appropria on. The release of commi<ed fund balance is administra ve in nature and ensures that the city's fund balance reserves comply with GASB Statement 54. The resolu on also authorizes the re-commitment of fund balance as adopted in the the fiscal year 2022-23 budget.

Prior City Council/Commission Action
The following is a timeline of prior City Council action:

City Council meeting on November 12, 2014, to discuss Al's Corner as a future City Hall site City Council mee ng on February 25, 2015, to review conceptual design and solicit design proposals
City Council mee ng on August 26, 2015, to form a Library Sub-Commi<ee to explore opportunity of a library and civic center
Closed Session, City Council meeting on July 12, 2017
Closed Session, City Council meeting on December 18, 2017 City Council meeting on April 11, 2018 for the execution of the Exchange Agreement City Council meeting on July 25, 2018 approval of Amendment to the Exchange Agreement Attachment(s)
Attachment 1- Exchange Agreement and Amendments

Attachment 2- Survey Certification

Attachment 3- Hamner Place - Fill Certification
Attachment 4 - Budget Resolution

Attachment 5 - Resolution: Commitment of Fund Balance

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576
1 RIV #4817-6565-8004 v1
April 11, 2018 – approved by Council
Edits from Amendment 1, dated May 25, 2018
Edits from Amendment 2, dated June 14, 2018
Edits from Amendment 3, dated July 25, 2018 (approved by Council) Edits from Amendment 4, dated January 23, 2019

AGREEMENT FOR

EXCHANGE OF REAL PROPERTY
AND

JOINT ESCROW INSTRUCTIONS
This Agreement for Exchange of Real Property and Joint Escrow Instructions (“ Agreement”) is made this ___ day of March, 2018, by and between the City of Eastvale, a municipal corporation (“City”), and Lewis Land Developers, LLC, a Delaware limited liability company (“ LLD”). City and LLD are individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”

RECITALS
A. City is the owner of that certain approximately 1.38 acres of real property, commonly known as “Al’s Corner”, located at the southwest corner of Riverboat Drive and Hamner Avenue, within the City of Eastvale, Riverside County (“County”), California, Assessor’s Parcel Nos. 152-350-10 and 152-350-11, which is legally described in Exhibit “A” and depicted in Exhibit “A-1,” each attached hereto and incorporated herein by this reference (the “ City Exchange Property”). City is the owner of that certain 1.391 acres area of real property commonly known as Lot B of that certain Lot Line Adjustment No. 2018-004 (the " LLA"), recorded on December 20, 2018 as Instrument No. 2018-0494683 of the Official Records of the Riverside County Reporter's Office (the " Official Records "), a copy of which LLA is attached hereto as Exhibit 1 and incorporated by this reference (the " City Exchange Property").

B. LLD is under contract to purchase from the Polopolus family (“ Polopolus”)1 that certain

21.48 acres of real property located at the Northeast and Southeast corners of Hamner Avenue and Schleisman Road, within the City, Assessor’s Parcel Nos. 152-060-002-8 and 152-060-003-9, which is legally described in Exhibit “B” and depicted in Exhibit “B-1,” each attached hereto and incorporated herein by this reference (the “LLD Property”).

C. Exhibit “B-1” also identifies an approximate 7.14 acre area within the LLD Property labeled “Civic Plaza” which the City desires to acquire for a future civic center, library and other ancillary public uses (the “ Future City Project ”) all still to be determined by the City (the “LLD Exchange Property”). The LLD Exchange Property is not a separate legal parcel but will be identified in a parcel map to be created by LLD’s Civil Engineer and recorded prior to the Closing in accordance with Section 3.4.1.3. Exhibit "2A" attached hereto and made a part hereof also identifies an approximate 7.13 acre area within the LLD Property commonly known as Parcel 8 of the unrecorded Parcel Map No. 37492 (the " LLD Exchange Property") which the City desires to acquire for a future civic center, library and other ancillary public uses (the " Future City Project "). Until said Parcel Map is recorded in the

1 Steve and Diana Polopolus LLC, a California limited liability company and George Polopolus, successor co-trustee and Alexia Wilson, successor co-trustee of the 2004 Polopolus Family Trust 577
2 RIV #4817-6565-8004 v1
Official Records, the legal description of the LLD Exchange Property will be as described by the metes and bounds legal description attached hereto and made a part hereof as Exhibit "2B" and shall include a temporary easement for ingress and egress from the LLD Exchange Property to Hamner Avenue as described in Exhibit "2C." D. The LLD Exchange Property is part of a larger commercial/retail/hotel project planned for development by LLD within the LLD Property as conceptually identified on Exhibit “B-1” (the “LLD Project”) for which LLD has or will be applying for various entitlement from the City, including a general plan amendment, specific plan and zone change, tentative and final tract maps and/or parcel maps, and all related CEQA approvals (collectively the “ LLD Project Entitlements”).

E. The City Exchange Property was acquired by the City in August, 2014 from the County as part of the incorporation of the City after the County acquired that property by way of a stipulated judgment in a condemnation action settled in February, 2014; the City has determined that the size and location of the LLD Exchange Property is better suited for the City’s Future City Project than the City Exchange Property.

F. The Parties intend to enter into this Agreement, whereby City shall convey the City Exchange Property to LLD, and LLD shall convey the LLD Exchange Property to City, in a simultaneous exchange to occur concurrent with the purchase by LLD of the LLD Property from Polopolus in accordance with the terms and conditions of this Agreement (the “Exchange”). As used herein the term “Exchange Properties” refers collectively to the City Exchange Property and the LLD Exchange Property.

G. City is authorized to exchange the City Exchange Property for the LLD Exchange Property pursuant to California Government Code section 54221(b) and is electing to proceed to acquire the LLD Exchange Property by this Exchange instead of by condemnation for the Future City Project.

H. Concurrent with its application for LLD Project Entitlements, LLD has or will be applying for entitlements from the City, including a general plan amendment, tentative and final parcel maps, and all related CEQA approvals for LLD’s planned development of the City Exchange Property with commercial/retail uses (collectively the “Al’s Corner Project Entitlements”).

I. The Exchange is subject to compliance by LLD and City with the Subdivision Map Act (the “Map Act ”) to the extent the Exchange is not subject to the exemption set forth in Government Code Section 66426.5 (the “Map Act Exemption”).

NOW THEREFORE, in consideration of the covenants and agreements hereinafter set forth, City and LLD agree as follows:

AGREEMENT
1 PROPERTY TO BE EXCHANGED.

1.1 City Exchange Property. City is the owner, in fee, of the City Exchange Property.

1.2 LLD Exchange Property. LLD has a contractual right to acquire fee ownership in the LLD Exchange Property from Polopolus.
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1.3 Exchange of City and LLD Exchange Properties.

1.3.1 Upon Close of Escrow, City shall convey to LLD, and LLD shall accept from City, fee title to the City Exchange Property, subject to the terms and conditions of this Agreement. The City Exchange Property includes all rights, privileges and easements appurtenant to the City Exchange Property, including, without limitation, all development rights, mineral rights, air rights, and water rights relating to the City Exchange Property and any other easements, rights-of-way or appurtenances, in connection with the beneficial use and enjoyment of the City Exchange Property.

1.3.2 In exchange for and simultaneously with the conveyance of the City Exchange Property to LLD, LLD shall convey to City, and City shall accept from LLD, fee title to the LLD Exchange Property, subject to the terms and conditions of this Agreement. The LLD Exchange Property includes all rights, privileges and easements appurtenant to the LLD Exchange Property, including, without limitation, all development rights, air rights, mineral rights, and water rights relating to the LLD Exchange Property and any other easements, rights-of-way or appurtenances, in connection with the beneficial use and enjoyment of the LLD Exchange Property.

1.3.3 The Parties intend that the Exchange be an exchange pursuant to Internal Revenue Code Section 1031 (“1031 Exchange”) and the Parties intend to mutually cooperate with each other to effectuate the Exchange as a 1031 Exchange, at no additional cost to either Party. 2 DEFINED TERMS.

2.1 ALTA Title Policy. The term “ ALTA Title Policy ” shall mean the American Land Title Association (“ ALTA”) owner’s extended coverage policy of title insurance.

2.2 CLTA Title Policy. The term “ CLTA Title Policy ” shall mean the California Land Title Association (“CLTA”) owner’s coverage policy of title insurance.

2.3 Close of Escrow . The terms “ Closing” or “Close of Escrow ” shall mean the consummation of the exchange of the properties by City and LLD and the recordation of the grant deeds for the City Exchange Property and the LLD Exchange Property, in accordance with the terms and provisions of this Agreement.

2.4 Closing Date. The term “Closing Date” means August 6, 2018. The Closing Date is also the final date for LLD to complete the purchase of the LLD Property from Polopolus. The term 'Closing Date' shall mean five (5) business days after the last of the work set forth in Sections 1, 2 and 3 of Amendment No. 3 to the Agreement is completed but no earlier than August 6, 2018. If any of the work in Sections 1, 2 or 3 of Amendment No. 3 to the Agreement is not completed by August 6, 2019 for any reason, then the Closing Date shall be extended as is reasonably necessary to complete that work. If the Agreement is terminated for 579
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reasons set forth in the Agreement prior to the Closing, then the costs actually incurred by LLD under Sections 1, 2 or 3 of Amendment No. 3 to the Agreement (collectively the " LLD Reimbursable Costs "), shall be repaid to LLD from the Deposit before the balance of the Deposit is returned to the City or released to LLD." The term "Closing Date" shall mean January 28, 2019. If the Agreement is terminated for reasons set forth in the Agreement prior to the Closing, then the costs actually incurred by LLD under Sections 1, 2 or 3 of Amendment No. 3 to the Agreement (collectively the "LLD Reimbursable Costs"), shall be repaid to LLD from the Deposit before the balance of the Deposit is returned to the City or released to LLD.

2.5 Due Diligence Period. The term “ Due Diligence Period ” means the 30-day period after the Effective Date as further described in Section 3.4.1.2. The term 'Due Diligence Period' means the period commencing on April 11, 2018 and expiring at 5:00 p.m. PST on June 14, 2018, as further described in Section

3.4.1.2. The Parties now desire to extend the Due Diligence Period from June 14, 2018 to June 28, 2018.

2.6 Effective Date. The term “Effective Date” shall mean the last date on which this Agreement is executed by City or LLD.

2.7 Escrow Holder. The term “ Escrow Holder ” means Lawyers Title, Attention:

Amanda Ballow, located at 41637 Margarita Rd, Suite 101, Temecula, CA, 92591, Suite 310, Phone: (951) 296-1718, Email: [email protected].

2.8 Entitlements. The term “ Entitlements” means collectively the LLD Project Entitlements and the Al’s Corner Project Entitlements.

2.9 Final Exchange Value. The term “ Final Exchange Value ” means the final values determined for the LLD Exchange Property and the City Exchange Property in accordance with the applicable provisions of Section 3.1 herein entitled “Appraisals/Exchange Values.”

2.10 Title Company. The term “Title Company” means Lawyers Title. 3 CONDITIONS OF EXCHANGE.

3.1 Appraisals/Exchange Values. Each Party has had their Exchange Property appraised. The appraisal of the City Exchange Property stated the “AS-IS” value of the City Exchange Property to be One Million Six Hundred Fifty Thousand and 00/100 Dollars ($1,650,000) (the “ City Exchange Value ”). A copy of the City appraisal summary is attached hereto as Schedule “1.” The appraisal of the LLD Exchange Property stated the value of the LLD Exchange Property to be Five Million Three Hundred Forty Thousand and 00/100 Dollars ($5,340,000) (the “LLD Exchange Value ”)2. A copy of the LLD appraisal summary is attached hereto as Schedule “2.” The Final City Exchange Value and Final LLD Exchange Value shall be the City Exchange Value and LLD Exchange Value

2 Appraised value for a graded and balanced super-pad with access and utilities provided to the property line.
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unless otherwise agreed upon by the Parties prior to the expiration of the Due Diligence Period.

3.2 Exchange Value Differential. The differential in valuation between the Final Exchange Value of the LLD Exchange Property and the Final Exchange Value of the City Exchange Property (the “Valuation Differential” or “Shortfall Amount”) equals $3,690,000.00, unless the Parties alter the Final City Exchange Value or Final LLD Exchange Value pursuant to Section 3.1, which City agrees to pay as follows:

3.2.1 Deposit: Within Three (3) business days after the execution and delivery of the Exchange Agreement by the Parties to Escrow, the City shall deposit into Escrow by wire transfer the sum of $100,000.00 (the “Deposit”). The Deposit shall be refundable during the term of the Due Diligence Period, but shall thereafter be nonrefundable to the City except (i) in the event LLD fails to acquire the LLD Property from the Polopolus family for any reason by the Closing Date, or (ii) a default or breach by LLD, or (iii) LLD terminates this Agreement pursuant to Section 4.1, unless the termination is due to a failure by City to remove a Monetary Lien pursuant to Section 4.1.2 or a City default under Section 4.1.4, or (iv) as otherwise expressly provided in this Agreement. The Deposit shall be applied to the Shortfall Amount.

3.2.2 Closing Payment . One (1) business day prior to the Closing, the City shall deposit into Escrow, by wire transfer, the sum of $1,750,000 (the “Closing Payment”), and those funds, together with the Deposit, shall be released to Seller at the Closing.

3.2.3 Grading Payment . The City shall, after the Closing and upon the completion by LLD of the grading of the LLD Exchange Property to a rough graded, balanced super-pad 3 with utilities (water and sewer lines and conduits only for gas, power and other dry utilities) stubbed to the boundary of the LLD Exchange Property (the “ Superpad Grading ”) in accordance with Section 12, pay to LLD, by wire transfer, the balance of the Shortfall Amount of $1,840,000 (the “ Grading Payment ”). “Completion” of the Superpad Grading means certification of that Superpad Grading as to line and grade by LLD’s civil engineer for the LLD Project (the “Civil Engineer Certification”)and approval of that Civil Engineer Certification by the City’s City Engineer.

3 LLD will remove of a minimum of two (2) feet of the existing loose, unsuitable alluvial soils on the LLD Exchange Property and place compacted fill per the Converse Consultants geotechnical report recommendations dated May 12, 2017. To balance the site, it will be graded to slope from the northeast corner down to the southwest at 1.5%, per the grading plan by Webb & Associates submitted by LLD to the City as part of its March 8, 2018 Major Development Plan application, subject to the approval of the City Engineer. This “superpad” will allow future Civic Center building pads to be overexcavated and graded by the City to the levels desired in accordance with the geotechnical recommendations based upon the City’s building design at the time of development.
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3.3 Exchange of Documents. Within five (5) days of the Effective Date, the City and LLD will exchange with each other, all documents in their possession relating to the physical condition or current use of the Exchange Properties.

3.4 Pre Closing Obligations.

3.4.1 LLD Obligations.

3.4.1.1 Convey LLD Exchange Property . LLD shall, at the Close of Escrow, convey to City the LLD Exchange Property pursuant to Section 3.4.4.

3.4.1.2 Due Diligence. Prior to expiration of the Due Diligence Period, LLD shall, at its sole expense, determine if it is feasible to acquire and use the City Exchange Property as intended by LLD (the “LLD Due Diligence Contingency ”). City shall cooperate with LLD and shall take all reasonable steps to assist LLD, at no cost to City, in LLD’s due diligence efforts.

3.4.1.3 Mapping/Easements. Unless the Map Act Exemption applies, LLD, at its own expense and in conjunction with City, shall prepare and process with the City a final parcel map or tract map so that the LLD Exchange Property is a legal parcel to the extent required by the Map Act for conveyance to the City at the Closing. In addition, easements or other new matters of title shall be negotiated and agreed to by the City and LLD as part of the Entitlements.

3.4.2 City Obligations.

3.4.2.1 Convey City Exchange Property. City shall, at the Close of Escrow, convey to LLD the City Exchange Property pursuant to Section 3.4.3.

3.4.2.2 Due Diligence. During the Due Diligence Period, City shall, at its sole expense, determine if it is feasible to acquire and use the LLD Exchange Property as intended by City (the “ City Due Diligence Contingency”). LLD shall cooperate with City and shall take all reasonable steps to assist City, at no cost to LLD, in City’s due diligence efforts.

3.4.2.3 UST/Boundary Line Adjustment. City shall promptly prepare and process a boundary line adjustment ("BLA") for the City Exchange Property, which shall create two (2) resulting legal parcels, one parcel that contains the underground storage tank ("UST") identified in Exhibit 1, title to which parcel at the Closing shall be retained by City, and the remaining parcel, title to which shall be conveyed to LLD at the Closing and which shall, upon recordation of the BLA, constitute the City Exchange Property. The boundary line between the two parcels shall generally follow the limits of the existing right-of-way for Hamner Avenue and Riverboard Drive 582
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adjacent to the City Exchange Property as generally identified in Exhibit 2. The cost of the BLA shall be paid by City.

3.4.3 Conveyance of City Exchange Property. On the Close of Escrow, City shall convey to LLD title to the City Exchange Property in fee simple by recordation of the grant deed for the City Exchange Property (“City Grant Deed”). It shall be a condition to LLD’s obligation to close, that title be clear of all title defects, liens, encumbrances, deeds of trust and mortgages, if any, except for non-delinquent real estate taxes for the current fiscal year not yet due and those exceptions to title approved by LLD under Section 4.1.2 below. Possession of the City Exchange Property and the risk of loss with regard to the City Exchange Property shall pass to LLD at the time of the recordation of the City Grant Deed.

The City Grant Deed shall be in the form of Exhibit “C-1” attached hereto.

3.4.4 Conveyance of LLD Exchange Property. On the Close of Escrow, LLD shall convey to City title to the LLD Exchange Property in fee simple by recordation of the grant deed for the LLD Exchange Property (“LLD Grant Deed”), including recording the new plat and legal description. It shall be a condition to City’s obligation to close that title be clear of all title defects, liens, encumbrances, deeds of trust and mortgages, if any, except for non-delinquent real estate taxes for the current fiscal year not yet due and those exceptions to title approved by City under Section 4.3.2 below.

Possession of the LLD Exchange Property and the risk of loss with regard to the LLD Exchange Property shall pass to City at the time of the recordation of the LLD Grant Deed. The LLD Grant Deed shall be in the form of Exhibit “C-2” attached hereto.

3.4.5 Issuance of Title Insurance.

3.4.5.1 City Exchange Property. Evidence of title to the City Exchange Property shall be the issuance at the Close of Escrow by Title Company of a CLTA Title Policy insuring fee simple title to the City Exchange Property in the condition required by Section 4.1.2 below and containing such endorsements as LLD shall require (the “LLD Policy ”). City shall not be obligated to provide any indemnification of the Title Company to induce it to issue the LLD Policy to LLD, or to remove, insure over or affirmatively cover any otherwise unpermitted exception to title, except with the prior consent of City after full disclosure to City of the nature and substance of such exception and indemnity. City will provide the Title Company with a customary and reasonable owner’s affidavit permitting the Title Company to provide extended coverage to LLD on the City Exchange Property. If LLD elects the issuance of an ALTA Title Policy, LLD shall be responsible for all necessary costs, including surveys, etc., as well as the increased premium cost to the Title Company.

3.4.5.2 LLD Exchange Property. Evidence of title to the LLD Exchange Property shall be the issuance at the Close of Escrow by the Title 583
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Company of a CLTA Title Policy insuring fee simple title to the LLD Exchange Property in the condition required by Section 4.3.2 below and containing such endorsements as City shall require (the “City Policy ”). LLD shall not be obligated to provide any indemnification of the Title Company to induce it to issue the City Policy to City, or to remove, insure over or affirmatively cover any otherwise unpermitted exception to title shall not be allowed except with the prior consent of LLD after full disclosure to LLD of the nature and substance of such exception and indemnity. LLD will provide the Title Company with a customary and reasonable owner’s affidavit permitting the Title Company to provide extended coverage to City on the LLD Exchange Property. If City elects the issuance of an ALTA Title Policy, City shall be responsible for all necessary costs, including surveys, etc., as well as the increased premium cost to the Title Company.
4 CONDITIONS TO CLOSE.

4.1 Conditions to LLD’s Obligation to Exchange Property. LLD’s obligation to exchange the LLD Exchange Property for the City Exchange Property under this Agreement is subject to the satisfaction, on or prior to the Closing Date, or such earlier date stated below, of each of the following conditions, for the benefit of LLD, any or all of which conditions may be waived by LLD in writing at its option.

If any of these the conditions are not satisfied or waived by the Closing or such earlier date set forth below, LLD shall have the right at its sole election, either to proceed with the Exchange and the Close of Escrow in accordance with the terms hereof, or, in the alternative, to terminate this Agreement. In the event LLD elects to terminate this Agreement for the reasons provided herein, LLD shall return the Deposit to the City unless City is in default or as otherwise stated herein, LLD shall bear its own costs, and neither Party shall have any further rights or obligations under this Agreement (except in the event of a default by the City in which event LLD may exercise the remedy set forth in Section 9).

4.1.1 Delivery of Title Policy . Delivery to LLD of title to the City Exchange Property in the condition required herein, and the issuance by the Title Company of, or the irrevocable commitment by the Title Company to issue, the LLD Policy.

4.1.2 LLD Title Review . The Parties shall, at or prior to the Effective Date, cause Title Company to issue a current preliminary title report with respect to the City Exchange Property, accompanied by legible copies of all documents referred to in the report. Within fifteen (15) days after LLD’s receipt of the preliminary title report, LLD shall provide notice to City of any objections that LLD has with respect to the exceptions to title listed in the preliminary title report. City shall have ten (10) days from the date of notice to cure any exceptions to which LLD objects, or agree to cause such exception removed or eliminated prior to or at the Closing, to the reasonable satisfaction of LLD, unless a longer period is mutually agreed by the Parties. If LLD’s objection to any exception to title is not removed or eliminated by Title Company to the reasonable satisfaction of LLD by expiration of the Due Diligence Period, then LLD shall have rights 584
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set forth in Section 4.1 above. LLD shall not be required to object to deeds of trust, mortgages, mechanics’ liens, judgments or other monetary liens encumbering the City Exchange Property (“ Monetary Liens”), and City shall remove all Monetary Liens prior to the Close of Escrow. In the event of a failure by City to remove a Monetary Lien, LLD can elect to proceed with the Closing whereupon the amount of the Shortfall Amount and City’s Closing Payment shall each increase by the amount required to remove that Monetary Lien, or LLD may terminate this Agreement as set forth in Section 4.1 and in such case the Deposit shall be refunded to City. City shall have no obligation to remove any exceptions to title other than (i) Monetary Liens or (ii) any exceptions caused or created by City after the Effective Date without the approval of LLD.

4.1.3 Environmental Compliance. If the City Exchange Property is not acceptable to LLD because of the results of any environmental assessment provided by City to LLD or conducted by or for LLD, then LLD shall have rights set forth in Section 4.1 above which must be exercised prior to the expiration of the Due Diligence Period. City shall have no obligation to LLD under this Agreement to perform any work of remediation in connection with or resulting from information obtained through any assessments performed.

4.1.4 Satisfaction of City Obligations with Respect to Conveyance of City Exchange Property . City shall have timely performed all of the obligations required by the terms of this Agreement to be performed by City. All representations and warranties made by City to LLD in this Agreement shall be true and correct as of the Closing Date.

4.1.5 Due Diligence Contingency. Prior to the expiration of the Due Diligence Period, the LLD Due Diligence Contingency shall have been satisfied or waived by the delivery by LLD of a “ Due Diligence Approval Notice ” to City.

4.1.6 Legal Parcel. Unless the Map Act Exemption applies, the LLD Exchange Property and City Exchange Property shall each be legal parcels to the extent required by the Map Act for completion of the Exchange.

4.1.7 Polopolus Closing. The completion by LLD and Polopolus of the sale of the LLD Property to LLD.

4.1.8 Entitlements. The Final Approval by the City of the Entitlements with conditions acceptable to LLD in its sole discretion.

4.1.9 Joint Improvement Agreement. The Parties’ approval and execution of the Joint Improvement Agreement set forth in Section 13 below.

4.1.10 Declaration. The Parties’ approval and execution of the Declaration set forth in Section 9 below.

4.2 Limited LLD Warranties.
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4.2.1 “AS-IS Sale”. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN

THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED BY CITY

THAT THE LLD EXCHANGE PROPERTY IS CONVEYED TO CITY IN
ITS “AS-IS” CONDITION AND “WITH ALL FAULTS,” AND LLD MAKES

NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS

OR IMPLIED, REGARDING THE CONDITION OF TITLE OF THE LLD

EXCHANGE PROPERTY, THE PHYSICAL OR ENVIRONMENTAL

CONDITION OF THE LLD EXCHANGE PROPERTY INCLUDING THE
MATTERS IDENTIFIED IN SCHEDULE “4”, THE ZONING OR OTHER

LAND USE PROVISIONS OR RESTRICTIONS AFFECTING THE LLD

EXCHANGE PROPERTY, THE SUITABILITY OF THE LLD EXCHANGE

PROPERTY FOR USE BY CITY, ANY MATTERS WHICH WOULD BE

DISCLOSED BY AN INSPECTION OF THE LLD EXCHANGE

PROPERTY, OR ANY OTHER MATTERS AFFECTING OR

CONCERNING THE LLD EXCHANGE PROPERTY (WHETHER OR NOT
OF PUBLIC RECORD).

4.2.2 Limited Warranties. City hereby affirms and acknowledges that neither LLD nor any of its affiliates or their respective directors, officers, shareholders, members, managers, agents, employees, advisors and/or attorneys (collectively the “LLD Exculpated Parties”) have made nor has City relied upon any representation, warranty or promise whether oral or written, express or implied, by operation of law or otherwise, with respect to the LLD Exchange Property or any other subject matter of this Agreement except as otherwise expressly set forth in this Agreement.

Without limitation, City acknowledges that, except as specifically set forth to the contrary in this Agreement, no warranties or representations, expressed or implied, of any kind whatsoever have been made by any of the LLD Exculpated Parties, or will be relied upon. Except for any claims related to or arising from LLD’s failure to complete the Superpad Grading as required in this Agreement, City hereby releases the LLD Exculpated Parties from any claims with respect to the suitability of use of the LLD Exchange Property for the Future City Project, general plan designation, zoning, value, use, tax status or physical condition of the LLD Exchange Property, or any part thereof, or matters affecting or concerning the LLD Exchange Property, including, without limitation, the flood elevations, drainage patterns, soil and subsoil composition and compaction level, and other conditions at the LLD Exchange Property, or with respect to the existence or non-existence of hazardous substances (as defined in Section 4.6) in, on, under or around the LLD Exchange Property (inclusive of all hazardous substances identified in the LLD Property Environmental Reports), or with respect to the accuracy of any title report or commitment, soils report or any other plans or reports relating to the LLD Exchange Property or its use or development, or neighborhood or area uses or factors affecting or concerning use or development of the LLD Exchange Property, or other matters otherwise in any way relating to the LLD Exchange Property or the transactions contemplated hereby.

City is acquiring the LLD Exchange Property based solely on its own independent investigation and inspection of the LLD Exchange Property and its suitability for the Future City Project, and in no way in reliance on any information provided by LLD or any of the other LLD Exculpated 586
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Parties other than the representations and warranties expressly contained herein.

4.3 Conditions to City’s Obligation to Exchange Property. City’s obligation to exchange the City Exchange Property for the LLD Exchange Property under this Agreement is subject to the satisfaction, on or prior to the Closing Date, or such earlier date stated below, of each of the following conditions, for the benefit of City, any or all of which may be waived by City in writing at its option. If any of these conditions are not satisfied or waived by the Closing or such earlier date set forth below, City shall have the right at its sole election, either to proceed with the Exchange and the Close of Escrow in accordance with the terms hereof, or, in the alternative, to terminate this Agreement. In the event City elects to terminate this Agreement for the reasons provided herein, LLD shall return the Deposit to City, City shall bear its own costs, and neither Party shall have any further rights or obligations under this Agreement (except in the event of a default by LLD in which event City may exercise the remedy set forth in Section 9):

4.3.1 Delivery of Title Policy . Delivery to City of title to the LLD Exchange Property in the condition required herein, and the issuance by the Title Company of, or the irrevocable commitment by the Title Company to issue, the City Policy.

4.3.2 City Title Review. The Parties shall, at or prior to the Effective Date, cause Title Company to issue a current preliminary title report with respect to the LLD Exchange Property, accompanied by legible copies of all documents referred to in the report. Within fifteen (15) days after City’s receipt of the preliminary title report, City shall provide notice to LLD of any objections that City has with respect to the exceptions to title listed in the preliminary title report. LLD shall have ten (10) days from the date of notice to cure any exceptions to which City objects, or agree to cause such exception removed or eliminated prior to or at the Closing, to the reasonable satisfaction of City, unless a longer period is mutually agreed by the Parties. If City’s objection to any exception to title is not removed or eliminated by Title Company to the reasonable satisfaction of City by expiration of the Due Diligence period, then City shall have rights set forth in Section 4.3 above. City shall not be required to object to Monetary Liens encumbering the LLD Exchange Property, and LLD shall remove all Monetary Liens prior to the Closing. In the event of a failure by LLD to remove a Monetary Lien, City can elect to proceed with the Closing whereupon the amount of the Shortfall Amount and City’s Closing Payment shall each decrease by the amount required to remove that Monetary Lien, or City may terminate this Agreement as set forth in Section 4.3 and LLD shall return the Deposit to City . LLD shall have no obligation to remove any exceptions to title other than (i) Monetary Liens or (ii) any exceptions caused or created by LLD after the Effective Date without the approval of City.

4.3.3 Due Diligence Contingency. Prior to the expiration of the Due Diligence Period, the City Due Diligence Contingency shall have been satisfied or waived by the delivery by City of a “Due Diligence Approval Notice” to LLD.
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4.3.4 Environmental Compliance . If the LLD Exchange Property is not acceptable to City because of the results of the environmental documents listed in Schedule “4” attached (the “ LLD Property Environmental Reports”) or any other environmental assessment conducted by or for City, then City shall have the rights set forth in Section 4.3 above which must be exercised prior to the expiration of the Due Diligence Period.

LLD shall have no obligation to City under this Agreement to perform any work of remediation in connection with the LLD Property Environmental Reports or resulting from information obtained through any other environmental assessment conducted by or for City. LLD has provided City with copies of the LLD Property Environmental Reports.

4.3.5 Satisfaction of LLD Obligations with Respect to Conveyance of LLD Exchange Property . LLD shall have timely performed all of the obligations required by the terms of this Agreement to be performed by LLD. All representations and warranties made by LLD to City in this Agreement shall be true and correct as of the Close of Escrow.

4.3.6 Legal Parcel. Unless the Map Act Exemption applies, the City Exchange Property and LLD Exchange Property shall each at the Closing be legal parcels to the extent required by the Map Act for completion of the Exchange.

4.3.7 Joint Improvement Agreement. The Parties’ approval and execution of the Joint Improvement Agreement set forth in Section 13 below.

4.3.8 Declaration. The Parties’ approval and execution of the Declaration set forth in Section 9 below.

4.4 Limited City Warranties.

4.4.1 “As-Is Sale”. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN

THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED BY LLD THAT THE CITY EXCHANGE PROPERTY IS CONVEYED TO LLD IN ITS “AS- IS” CONDITION AND “WITH ALL FAULTS,” AND CITY MAKES NO

REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR

IMPLIED, REGARDING THE CONDITION OF TITLE OF THE CITY

EXCHANGE PROPERTY, THE PHYSICAL OR ENVIRONMENTAL

CONDITION OF THE CITY EXCHANGE PROPERTY INCLUDING THE
MATTERS IDENTIFIED IN SCHEDULE “4”, THE ZONING OR OTHER

LAND USE PROVISIONS OR RESTRICTIONS AFFECTING THE CITY

EXCHANGE PROPERTY, THE SUITABILITY OF THE CITY EXCHANGE

PROPERTY FOR USE BY LLD, ANY MATTERS WHICH WOULD BE

DISCLOSED BY AN INSPECTION OF THE CITY EXCHANGE

PROPERTY, OR ANY OTHER MATTERS AFFECTING OR

CONCERNING THE CITY EXCHANGE PROPERTY (WHETHER OR
NOT OF PUBLIC RECORD).

4.4.2 Limited Warranties. LLD hereby affirms and acknowledges that neither City nor any of its respective directors, officers, managers, agents, 588
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employees, advisors and/or attorneys (collectively the “ City Exculpated Parties”) have made nor has LLD relied upon any representation, warranty or promise whether oral or written, express or implied, by operation of law or otherwise, with respect to the City Exchange Property or any other subject matter of this Agreement except as otherwise expressly set forth in this Agreement. Without limitation, LLD acknowledges that, except as specifically set forth to the contrary in this Agreement, no warranties or representations, expressed or implied, of any kind whatsoever have been made by any of the City Exculpated Parties, or will be relied upon, and LLD hereby releases the City Exculpated Parties from any claims with respect to the suitability of use of the City Exchange Property, the general plan designation, zoning, value, use, tax status or physical condition of the City Exchange Property, or any part thereof, or matters affecting or concerning the City Exchange Property, including, without limitation, the flood elevations, drainage patterns, soil and subsoil composition and compaction level, and other conditions at the City Exchange Property, or with respect to the existence or non-existence of hazardous substances (as defined in Section 4.6) in, on, under or around the City Exchange Property, or with respect to the accuracy of any title report or commitment, soils report or any other plans or reports relating to the City Exchange Property or its use or development, or neighborhood or area uses or factors affecting or concerning use or development of the City Exchange Property, or other matters otherwise in any way relating to the City Exchange Property or the transactions contemplated hereby. LLD is acquiring the City Exchange Property based solely on its own independent investigation and inspection of the City Exchange Property and in no way in reliance on any information provided by City or any of the other City Exculpated Parties other than the representations and warranties expressly contained herein.

4.5 Mutual Representations and Warranties. LLD warrants and represents to City with respect to the LLD Exchange Property, and City warrants and represents to LLD with respect to the City Exchange Property, the following (the term “Exchange Property” used below means the property that the Party making the representation and warranty is conveying to the other Party):

4.5.1 No Pending Litigation . It does not have actual knowledge of litigation threatened, pending or pertaining to its Exchange Property.

4.5.2 Hazardous Substances. Except as set forth in Schedule “4” attached hereto, inclusive of all information set forth in the LLD Property Environmental Reports, it does not have any actual knowledge of any of the following:

4.5.2.1 Any Hazardous Substances, discharges, leaks, releases, or spills on, in or under its Exchange Property;

4.5.2.2 Any use or storage of Hazardous Substances on its Exchange Property; or
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4.5.2.3 Any investigations, assessments, evaluations, sampling, testing, or monitoring of Hazardous Substances on its Exchange Property.

4.5.3 Contracts Concerning the Exchange Property. It does not have actual knowledge of any contracts, licenses, commitments, or undertakings respecting its Exchange Property or the performance of services on its Exchange Property, or the use of the Exchange Property or any part of it by which the accepting Party would become obligated or liable to any person or by which any person would have the right to use or occupy its Exchange Property after the Closing.

4.5.4 Violations. Except as set forth in Schedule “4” attached hereto, inclusive of all information set forth in the LLD Property Environmental Reports, it has not received written notice of any violation of any statute, ordinance, regulation or administrative or judicial order or holding, whether or not appearing in public records, with respect to its Exchange Property or any improvements on its Exchange Property.

4.5.5 Status of Title . It has not leased or otherwise transferred all or any portion of its Exchange Property, nor to its actual knowledge does any third party have any right to use, acquire or occupy all or any portion of the Exchange Property after the Closing, including, without limitation any prior owner of such Party’s Exchange Property.

4.5.6 Condemnation. There are no pending, or, to its actual knowledge, threatened proceedings in eminent domain or otherwise, which concern or would affect its Exchange Property or any portion thereof.

4.5.7 No Notices. It has not received written notice of any change contemplated in any applicable laws, ordinances or restrictions, or written notice of any judicial or administrative action, or written notice of any action by adjacent landowners, or written notice of natural or artificial conditions upon its Exchange Property that would prevent, impede, limit, or render more costly the other Party’s contemplated use of the Exchange Property to the extent such contemplated use is actually known to it.

4.5.8 Future Uses. Except for LLD’s enforcement of the City Use Restriction set forth in Section 9, it will not oppose, challenge, or submit or cause to be submitted any comments, evidence, or otherwise, against the other Party’s contemplated future use or its CEQA documentation.

4.5.9 Inaccuracies. If any representation or warranty of the City or LLD in this Section 4.5 becomes inaccurate after the Effective Date other than as a result of a prior misrepresentation by the entity giving such representation or warranty (the “Representing Entity”) or as a result of the affirmative act of the Representing Entity, the Representing Entity shall promptly notify the other (the “ Responding Entity ”) of the inaccuracy. The Representing Entity whose representation or warranty became inaccurate for reasons other than due to a prior misrepresentation or affirmative act of the Representing Entity, shall not be in breach or default of this Agreement as a result of such inaccuracy, but shall take commercially 590
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reasonable efforts, diligently and in good faith, to correct such inaccuracy.

If the inaccuracy cannot be corrected to the reasonable satisfaction of the Responding Entity within thirty (30) days after the Responding Entity learns of the inaccuracy, the Responding Entity may terminate this Agreement and the City and LLD shall have no further obligation to each other, other than those which expressly survive termination of this Agreement.

4.5.10 Actual Knowledge. As used in this Agreement, the term actual knowledge means, (i) with regards to LLD, the actual, not constructive, knowledge of Bob Martin and Bill Hoover with no duty of investigation, and (ii) with regards to the City, the actual, not constructive, knowledge of _________________with no duty of investigation.

4.6 Hazardous Substances. Schedule 4 of the Agreement is amended to include all of the information and reports referred to in Exhibits 1, 2, 3 and 4 attached.

Notwithstanding any terms in the Agreement to the contrary, LLD is not releasing City from any liability or obligations of the City in connection with the UST on the parcel to be retained by the City pursuant to Section 1 of this amendment and any Hazardous Substances related thereto. City agrees to indemnify, defend and hold harmless LLD from and against any and all loss, cost, damage, liability, injury or expense, arising out of or directly related to the UST or any Hazardous Substances related thereto. All hazardous waste manifests required in connection with any of the work set forth in Sections 2 and 3 above shall be signed by the City as the owner of the City Exchange Property.

4.6.1 Except as set forth in Schedule “4” attached, including all information set forth in the LLD Property Environmental Reports, LLD warrants with respect to the LLD Exchange Property, and City warrants with respect to the City Exchange Property, that it has no actual knowledge that there are hazardous substances (as defined below) in existence on or below the surface of the property being exchanged by it, including without limitation, contamination of the soil, subsoil or groundwater, which constitutes a violation of any law, rule, or regulation of any governmental entity having jurisdiction thereof, or which exposes the other to liability to third parties, other than disclosed. Except as set forth in Schedule “4” attached, including all information set forth in the LLD Property Environmental Reports, City and LLD each represents to the other that it has not used the property being exchanged by it, or any portion thereof, for the production, disposal, or storage of any hazardous substances, and it has no actual knowledge that there has been such prior use with respect to the property being exchanged by it, or any portion thereof; or that there has been any proceeding or inquiry by any governmental authority with respect to the presence of such hazardous substances on such property or any portion thereof. Without limiting the other provisions of this Agreement, City and LLD agree that it will cooperate with the other’s investigation of matters relating to the foregoing provisions of this paragraph, and provide access to, and copies of, any data and/or documents dealing with potentially hazardous substances used at the property being exchanged by it and any disposal practices followed. City and LLD agree that with prior approval from the other, it may make 591
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inquiries of governmental agencies regarding such matters, without liability to the other for the outcome of such discussions.

4.6.2 For purposes of this Agreement, the term "hazardous substances" means:

Any substance, product, waste, or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environment Response, Compensation and Liability Act (CERCLA), 42 United States Code Section 9601 et seq.; the Hazardous Material Transportation Conservation and Recovery Act, 42 United States Code Section 1801 et seq.; the Resources Conservation and Recovery Act, 42 United States Code Section 6901 et seq.; the Clean Water Act, 33 United States Code Section 1251 et seq.; the Toxic Substances Control Act, 15 United States Code Section 2601 et seq.; the California Hazardous Waste Control Act, Health and Safety Code Section 25100 et seq.; the California Hazardous Substance Account Act, Health and Safety Code Section 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health and Safety Code Section 25280 et seq. (Underground Storage or Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1 et seq.; California Health and Safety Code Section 25501 et seq. (Hazardous Materials Release Response Plans and Inventory); or the California Porter-Cologne Water Quality Control Act, Water Code Section 13000 et seq., all as amended (the above-cited California state statue are hereinafter collectively referred to as "the State Toxic Substances Laws") or any other federal, state, or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous or toxic substance hereafter in effect, including, without limitation, petroleum or crude oil other than petroleum and petroleum products which are contained within regularly operated motor vehicles, and asbestos.

4.6.3 The representations, warranties and covenants contained in this Section

4.6 will survive the Close of Escrow.

4.7 Damage or Condemnation Prior to Closing. City and LLD shall promptly notify the other of any knowledge it obtains of casualty to its respective Exchange Property or any condemnation proceeding commenced prior to the Close of Escrow. If any such damage or proceeding relates to, or may result in, the loss of any material portion of the Exchange Property of one of the Parties, the other Party may, at its option, elect either to:

4.7.1 Terminate this Agreement, and neither City nor LLD shall have any further rights or obligations hereunder except LLD shall return the Deposit to City; or

4.7.2 Continue the Agreement in effect, in which event upon the exchange of the property affected by condemnation, the entity receiving such property 592
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shall be entitled to any compensation, awards, or other payments or relief resulting from such casualty or condemnation proceeding. 5 ESTABLISHMENT OF ESCROW.

5.1 Time to Open Escrow. Promptly after the Effective Date of this Agreement, an escrow shall be opened by the Parties with Escrow Holder to consummate the exchange of the LLD Exchange Property and City Exchange Property pursuant to this Agreement. LLD and the City shall open the escrow by delivering a fully executed counterpart of this Agreement to Escrow Holder.

5.2 Escrow Instructions. In addition, City and LLD agree to execute, deliver, and be bound by any reasonable or customary supplemental escrow instructions of Escrow Holder, or other instruments as may reasonably be required by Escrow Holder, in order to consummate the transaction contemplated by this Agreement.

Any such supplemental instructions shall not amend, or supersede any portion of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. 6 CLOSING.

6.1 Closing Date. The Close of Escrow hereunder shall be fifteen (15) days after LLD notifies the City in writing (the “ Closing Notice”) that it is ready to close escrow but shall be no later than August 6, 2018.

6.2 Grant Deeds. At least three (3) days prior to Close of Escrow, the City and LLD shall each deposit the respective executed City and LLD Grant Deeds into escrow.

6.3 Other Documents. As required, the City and LLD shall each prepare the following original documents:

6.3.1 One (1) Natural Hazard Disclosure Statement for the City Exchange Property and one (1) for the LLD Exchange Property;

6.3.2 One (1) Seller’s Affidavit of Nonforeign Status (the “ FIRPTA Affidavit”), for the City Exchange Property and the LLD Exchange Property;

6.3.3 One (1) Real Estate Withholding Certificate (the “ Form 593-C”), for the City Exchange Property and the LLD Exchange Property;

6.3.4 One (1) Preliminary Change of Ownership Report (the “ PCOR”), for the City Exchange Property and the LLD Exchange Property;

6.3.5 One (1) Memorandum of Agreement as set forth in Section 0;

6.3.6 One (1) Declaration as set forth in Section 9;

6.3.7 Two (2) Joint Improvement Agreements as set forth in Section 13 below; and
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6.3.8 Such other documents as are reasonably necessary for issuance of the required CLTA or ALTA Title Policies.

6.4 Encumbrances.

6.4.1 City shall pay current accrued but unpaid assessments and bonds due on the City Exchange Property through the Closing Date, if applicable. City shall pay in full any liens, claims, or mortgages encumbering the City Exchange Property, if applicable.

6.4.2 LLD shall pay current accrued but unpaid assessments and bonds due on the LLD Exchange Property through the Closing Date, if applicable. LLD shall pay in full any liens, claims, or mortgages encumbering the LLD Exchange Property, if applicable.

6.5 City Legal Fees/ City Closing Costs. City shall be solely responsible for City’s legal costs associated with consummating the Exchange. LLD shall pay the following fees and costs associated with the Exchange:

6.5.1 All fees for the recording of the City Grant Deed, the Declaration, and Memorandum;

6.5.2 The cost of a CLTA Title Policy for the City Exchange Property;

6.5.3 All documentary transfer taxes payable in connection with the recordation of the City Grant Deed;

6.5.4 Any endorsements to the title insurance policy on the LLD Exchange Property reasonably requested by City; and

6.5.5 All of the Escrow Holder's fees and other customary charges for document drafting, recording, and miscellaneous charges

6.6 LLD Legal Fees/LLD Closing Costs. LLD shall be solely responsible for LLD’s legal costs associated with consummating the Exchange. LLD shall pay the following fees and costs associated with the Exchange:

6.6.1 LLD’s fees for recording the LLD Grant Deed and the Declaration;

6.6.2 The cost of a CLTA Title Policy and preliminary title report on the LLD Exchange Property;

6.6.3 All documentary transfer taxes payable in connection with the recordation of the LLD Grant Deed;

6.6.4 Any endorsements to the title insurance policy on the City Exchange Property requested by LLD; and

6.6.5 One-half of the Escrow Holder's fees and other customary charges for document drafting, recording, and miscellaneous charges. 594
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6.7 Failure to Close. If, as a result of no fault of LLD or City, escrow fails to close, the City and LLD shall split equally the Escrow Holder's cancellation fees and charges. In the event escrow fails to close through the fault of LLD, LLD shall pay any and all cancellation costs incurred as well other expenses in connection therewith and City shall bear no expense with respect to the same. In the event this escrow fails to close through the fault of City, City shall pay any and all cancellation costs incurred as well as other costs and expenses in connection therewith and LLD shall bear no expense with respect to the same.

6.8 Delivery of Property. City shall maintain the City Exchange Property and LLD shall maintain the LLD Exchange Property until the Close of Escrow as it would in the ordinary course and shall perform all normal repair and maintenance to be performed from the Effective Date to the Closing Date in order to maintain the respective properties in the condition in which they are as of the Effective Date, except for reasonable wear and tear. On Close of Escrow, City and LLD shall each deliver its property to the other in substantially the same condition except for reasonable wear and tear, as on the Effective Date. 7 REPRESENTATIONS AND WARRANTIES.

7.1 City’s Representations and Warranties. In consideration of LLD entering into this Agreement and as an inducement to LLD to convey the LLD Exchange Property to City, City makes the following representations and warranties (the continued truth and accuracy of which shall constitute a condition precedent to City's obligations hereunder):

7.1.1 City Authority to Execute Agreement . City is a duly formed municipal corporation under the laws of the State of California and the execution and delivery of this Agreement by the City has been specifically authorized by the City Council of the City. City has the legal right, power, and authority to enter into this Agreement, to consummate the transactions contemplated hereby, and to acquire and accept the LLD Exchange Property and convey the City Exchange Property to LLD.

7.1.2 Authority of Executing Officer . Each individual executing this Agreement on behalf of City is duly authorized to execute and deliver this Agreement on behalf of City.

7.1.3 Validity of City's Representations and Warranties at Close of Escrow. The representations and warranties of City set forth in this Agreement shall be true on and as of the Close of Escrow as if those representations and warranties were made on and as of such time.

7.2 LLD’s Representations and Warranties. In consideration of City entering into this Agreement and as an inducement to City to convey the City Exchange Property to LLD, LLD makes the following representations and warranties, each of which is material and is being relied upon by City (the continued truth and accuracy of which shall constitute a condition precedent to City's obligations hereunder):
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7.2.1 LLD Authority to Execute Agreement. LLD is a Delaware limited liability company duly formed under the laws of the State of Delaware, authorized to conduct business in the State of California, and the execution and delivery thereof by LLD has been specifically authorized by the members and manager of LLD. LLD has the legal right, power, and authority to enter into this Agreement, to consummate the transactions contemplated hereby, and to acquire and accept the City Exchange Property and to convey the LLD Exchange Property to City.

7.2.2 Authority of Executing Officer. Each individual executing this Agreement on behalf of LLD is duly authorized to execute and deliver this Agreement on behalf of LLD.

7.2.3 Validity of LLD’s Representations and Warranties at Close of Escrow. The representations and warranties of LLD set forth in this Agreement shall be true on and as of the close of escrow as if those representations and warranties were made on and as of such time. 8 REPURCHASE RIGHT.

8.1 LLD shall after the Close of Escrow and prior to the City’s completion of the Future City Project, have the right to repurchase (the “ Repurchase Right”) the LLD Exchange Property from City in the event that City receives (whether solicited or unsolicited) and desires to accept an offer for the purchase of the LLD Exchange Property (or any portion thereof) (an “ Offer”) from any third party.

Following the City’s completion of the Future City Project, the Repurchase Right shall continue but shall not apply to an Offer from another public or quasi-public agency or from a private entity for the operation of a private school, museum, library, playhouse, concert hall, or other similar civic uses that benefit all or a significant segment of the residents of the City. In the case of the Repurchase Right under this subsection 8.1, City shall notify LLD in writing of the price and terms offered by the third party offeror if and when the City is prepared to accept the Offer and LLD shall have thirty (30) days to notify City in writing of its election to exercise its Repurchase Right (a “LLD Repurchase Notice”), whereupon LLD and City shall proceed to complete that sale to LLD on such third party’s price and terms. If LLD does not elect to exercise that Repurchase Right, and the City does not sell the LLD Exchange Property to the third party offeror, and a subsequent third party offer is received by City that is more than three percent (3%) lower than the price offered and rejected by LLD, or the terms are materially different then the terms offered and rejected by LLD, the City must re-offer the LLD Exchange Property to LLD on such more favorable price and/or terms and LLD shall again have thirty (30) days to accept such price and/or terms.

8.2 If City (i) fails to commence construction of the Future City Project within the seven (7) year period following the Close of Escrow, or (ii) after the commencement of construction and before completion of the Future City Project, ceases construction activities for a period of more than twelve (12) consecutive months, then LLD shall also have a Repurchase Right. In the case of the Repurchase Right under this subsection 8.2, LLD shall deliver a LLD Repurchase Notice at least ninety (90) days prior to the expiration of the seven (7) year period or at least thirty (30) days prior to the expiration of the twelve (12) month period 596
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which LLD Repurchase Notice shall state that LLD intends to exercise its Repurchase Right if the City does not commence construction of the Future City Project by the end of the 7-year period in the case of subsection 8.2(i), or does not restart its construction of the Future City Project by the end of the 12-month period in the case of subsection 8.2(ii). If a repurchase proceeds under subsections 8.2(i) and 8.2(ii) above, then upon the expiration of the applicable 7- year or 12-month periods, LLD and the City shall proceed to have the LLD Exchange Property appraised by Michael J. Francis (or another MAI appraiser selected by the City and reasonably approved by LLD) using the same methodology that was used herein to appraise the City Exchange Property. LLD shall, then, unless it notifies the City in writing of its disapproval of the appraisal within thirty (30) days after receipt of the final appraisal, proceed to complete the cash purchase of the LLD Exchange Property for that appraised value within ninety (90) days of the completion of the appraisal. If LLD disapproves of the appraisal as set forth above, its Repurchase Right under this Section 8.2 shall terminate.

8.3 The terms of this Section 8 shall be recorded against the LLD Exchange Property at the Closing in a Memorandum of Agreement to be prepared by LLD and approved as to form by the City during the Due Diligence Period and executed by the Parties at the Closing.

8.4 For the purposes of this Section 8, the following definitions shall apply:

8.4.1 “Commence construction” means starting precise pad grading and soil compaction for the Future City Project.

8.4.2 “Ceases construction activities” means a complete and total stop of any grading or construction activity on the LLD Exchange Property prior to the “completion of the Future City Project” as defined herein.

8.4.3 “Completion of the Future City Project” means the receipt of a certificate of occupancy for the first building constructed on the LLD Exchange Property by the City for the Future City Project.
9 USE AND MAINTENANCE COVENANTS AND RESTRICTIONS. City acknowledges that the City shall not use or permit the use of the LLD Exchange Property for any use (i) that is substantially similar to a use being made within the LLD Project or (ii) that will violate any exclusive use restrictions provided by LLD to any owner, lessee or tenant of any portion of the LLD Project (each an “ LLD Project Party”), or (iii) that is a nuisance or that otherwise materially interferes with the reasonable and safe use and enjoyment of the LLD Project by LLD and/or any other LLD Project Party. City intends to use the LLD Exchange Property for the Future City Project but, subject to the foregoing requirements and the covenants, conditions and restrictions in the Declaration (defined below), may use the LLD Exchange Property prior to construction of the Future City Project for temporary uses such as farmer’s markets and swap meets and for such other uses permitted in the Declaration, and may use any excess building areas after completion of the Future City Project for office use and for such other uses permitted in the Declaration. Without limiting the foregoing, LLD shall prepare and deliver to City during the Due Diligence Period a proposed declaration of use and maintenance covenants and restrictions that shall be recorded at the Close of Escrow 597
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against all of the LLD Property (including the City Exchange Property) for the benefit of the LLD Project and the Future City Project (the “Declaration”) for City’s review, negotiation and approval prior to the expiration of the Due Diligence Period. Without limiting the foregoing, LLD shall prepare and delivery to the City within twelve (12) months after the Close of Escrow, a proposed declaration of use and maintenance covenant and restrictions for City review, negotiation and approval, that shall be recorded against all of the LLD Property (including the City Exchange Property) for the benefit of the LLD Project and the Future City Project (the "Declaration).
10 REMEDIES/SPECIFIC PERFORMANCE. City and LLD expressly agree that in the event a default by either Party under this Agreement is not cured within five (5) days after written notice, then the non-defaulting party may either (i) terminate this Agreement as set forth in Section 4.1 or 4.3, or (ii) pursue an action for specific performance of this Agreement. Each Party waives all other remedies, at law or in equity, including, without limitation, all rights to recover any actual, general, consequential, special or exemplary damages, or any other damages of any kind, in the event of a breach of this Agreement by the other Party, except as otherwise expressly stated in this Agreement. This Section shall not operate to preclude or limit the enforcement of any indemnities herein or right to recover costs or expenses where such right is expressly provided for herein.
11 LLD LICENSE/CITY RIGHT TO ENTER PROPERTY.

11.1 LLD License. LLD and the City are parties to that certain License Agreement dated January 22, 2018 a copy of which is attached hereto as Exhibit “E” (“LLD License”) which provides LLD a license to conduct the Due Diligence Work as defined in the License Agreement. The Term of that License is hereby extended until the Closing Date.

11.2 City Right of Entry . From the Effective Date until the Closing Date, (the “Inspection Period ”), the City shall have the right, at its own expense and pursuant to the provisions of this section, to select a licensed contractor and/or other qualified professional(s), to conduct inspections, tests, surveys, or other studies, including, but not limited to, environmental studies or assessments (the “Inspections”) of the LLD Exchange Property, and to conduct other due diligence and feasibility investigations regarding the ownership, use and development of the property it is acquiring, as deemed necessary. In addition, City, and its representatives shall have the right of access to LLD Exchange Property throughout the Inspection Period, for the purpose, at its own sole expense, of obtaining data and making surveys, tests, inspections, and other studies deemed necessary, and in order to prepare any architectural and reconstruction plans necessary with regard to the LLD Exchange Property as required by local and California state regulatory agencies. City shall comply with the terms of Sections 11.3 below in connection with its Inspections.

11.3 City License Requirements . Upon at least twenty-four (24) hours’ prior notice, City may enter on the LLD Exchange Property for the purposes permitted in Section 11.2, subject to the following:

11.3.1 All such inspections shall be conducted in a manner so as not to interfere with LLD’s use of the LLD Property;
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11.3.2 Reasonable precautions shall be exercised to avoid damage and protect persons or property;

11.3.3 LLD assumes no liability for loss or damage to property or injuries to or deaths of agents, contractors, or employees of City by reason of the entities’ exercise of privileges given in this section;

11.3.4 City agrees to indemnify and hold LLD harmless from any damage caused by its activities authorized in Section 11.2. City shall indemnify LLD for any damage or destruction to the roads or fences, or other property, occurring by reason of the exercise of rights granted, or to replace or restore said property to its preexisting condition;

11.3.5 All due diligence activities shall be in accordance with applicable laws; and

11.3.6 City, or its contractors or other third party professionals hired by the City to perform the Inspections of the LLD Exchange Property, has in place as of Effective Date, and agrees to maintain in force continuously during the Term of this Agreement, at its sole expense, commercial general liability insurance in the amount of at least One Million Dollars ($1,000,000) combined single limit for bodily injury and property damage and Two Million Dollars ($2,000,000) general aggregate limit, naming LLD, Lewis Management Corp., and Polopolus as additional insureds.

11.4 Notice of Defects. Prior to expiration of the Due Diligence Period, City and LLD shall deliver to the other a disapproval notice stating that its Inspection has disclosed a defect in the property it is acquiring or revealed other matters which in such Party’s sole and absolute discretion make acquiring the other property unacceptable, which was unknown prior to the termination of the Due Diligence Period, which notice (the “ Disapproval Notice ”) shall describe the defect or matter (a “Defect”) in reasonable particularity. If the Disapproval Notice asserts a Defect, the Party receiving the Disapproval Notice may, at its election and at its sole cost and expense, take such action as may be necessary to correct such Defect within thirty (30) days after its receipt of the Disapproval Notice. In the event the Party receiving the Disapproval Notice elects to correct the Defect, the Close of Escrow may be extended for a time period sufficient to cure the Defect.

The election of the Party receiving the Disapproval Notice to correct or not to correct any Defect shall be evidenced by its written notice to the Party serving the Disapproval Notice delivered within ten (10) days after the other’s receipt of the Disapproval Notice. If the Party receiving the Disapproval Notice elects not to cure the Defect, then the other Party shall have the election of: (i) terminating this Agreement without liability on the part of the City or LLD; or (ii) accepting the property to be acquired without any liability on the part of the other Party (except that the Party receiving the Disapproval Notice shall still remain liable for its covenants, representations, and warranties as otherwise provided in this Agreement). This election shall be made within fifteen (15) days after receipt by the Party serving the Disapproval Notice of the other Party’s written notice electing not to cure the Defect.
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12 SUPERPAD GRADING : The City Exchange Value assumes that the Superpad Grading will be completed (as defined in Section 3.2.3) by LLD within six (6) months after the Closing (the “Grading Period”). The City Exchange Value assumes that the Superpad Grading will be completed (as defined in Section 3.2.3) by LLD within twelve (12) months after the Closing (the “Grading Period”). LLD agrees to use its commercially reasonable efforts to complete the Superpad Grading by expiration of the Grading Period, subject to Force Majeure Events. In the event the Superpad Grading is not completed by the expiration of the Grading Period, then the City may, as its sole remedy, exercise self-help and complete the Superpad Grading and the cost of that work to the City, plus an overhead fee of five percent (5%) of those costs, shall be paid by LLD to City within fifteen (15) days after written demand by the City.
13 JOINT IMPROVEMENT WORK. After the Closing, the City and LLD acknowledge that those public improvements generally described in Schedule “3” attached must be completed for both the development of the LLD Project and the Future City Project. The terms of this improvement work, including which improvements are to be constructed by the City and which improvements are to be constructed by LLD, the funding of that improvement work and a schedule for that work, shall all be included in a joint improvement, fee credit and reimbursement agreement (the “Joint Improvement Agreement”) to be negotiated and approved by City and LLD during the Due Diligence Period and executed at or before the Closing. The Parties agree that Schedule 3 is subject to change through the negotiating process for the Joint Improvement Agreement.
14 POST CLOSING COST TRUE UP . As additional consideration for the City’s improvement work under the Joint Improvement Agreement, at stabilization of the LLD Project (completion of the LLD Project and its opening of ninety percent (90%) of the center for business), the City and LLD will determine the actual cash on cost return on investment (Net Operating Income divided by Net Development Costs) achieved by LLD. In the event that the actual cash on cost returns to LLD exceed eight percent (8%), then LLD will make a one-time cash payment to the City equal to fifty percent (50%) of such excess over eight percent (8%) cash on cost return (the “Post Close Payment”). 15 UNAVOIDABLE DELAYS. Whenever performance is required of City or LLD under this Agreement, that Party agrees to use all reasonable diligence to perform in good faith; provided, however, if completion of performance is delayed at any time by reason of acts of God, war, civil commotion, riots, acts of terrorism, strikes, picketing, or other labor disputes, unavailability of labor or materials, damage to work in progress by reason of fire or other casualty, governmental requirements, or causes beyond the reasonable control of a Party (other than financial inability) (a “ Force Majeure Event ”), then the time for performance shall be extended by the time of the delay actually caused and the Close of Escrow shall be appropriately extended in order to accommodate such delay. The provisions of this section do not operate to excuse the City or LLD from the timely payment of any monies required to be paid under this Agreement.
16 GENERAL PROVISIONS.

16.1 Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element.

16.2 Notice. Any notice required or permitted to be given under this Agreement shall be deemed to have been given, served and received if given in writing and 600
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personally delivered or either deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, or sent by overnight delivery service, or facsimile transmission or electronic mail, addressed as follows:

CITY
City of Eastvale
ATTN: City Manager
Eastvale City Hall
12363 Limonite Ave., Suite 910
Eastvale, CA 91752
Facsimile: (___) ________________
Telephone: (___) ________________
Email: _________________________
LLD
Lewis Land Developers, LLC
c/o Lewis Management Corp.
1156 N. Mountain Ave.

Upland, CA 91786
ATTN: John M. Goodman
Facsimile: (909) 985-0971
Telephone: (909) 949-6700
Email: [email protected]
With a copy to:

Burke, Williams & Sorensen, LLP
ATTN: Erica Vega
1600 Iowa Ave., Suite 250
Riverside, CA 92507
Facsimile: (951) 788-5785
Telephone: (951) 788-0100
Email: [email protected]
With a copy to:

Lewis Management Corp.
1156 North Mountain Ave.

Upland, CA 91785
ATTN: Brad Francke
Facsimile: (909) 949-6725
Telephone: (909) 946-7538
Email: [email protected]
Any notice personally given or sent by facsimile or email transmission shall be effective upon receipt. Any notice sent by overnight delivery service shall be effective the business day next following delivery thereof to the overnight delivery service. Any notice given by mail shall be effective three (3) days after deposit in the United States mail.

16.3 Entire Agreement of City and LLD. This Agreement and the attached exhibits constitute the entire agreement between the City and LLD and supersede all prior discussions, negotiations and agreements, whether oral or written. This Agreement may be amended or modified only by a written instrument executed by City and LLD.

16.4 California Law. This Agreement shall be governed by and the rights, duties and obligations of the City and LLD shall be determined and enforced in accordance with the laws of the State of California.

16.5 Attorneys’ Fees. If either the City or LLD files any action or brings any proceedings against the other arising out of this Agreement, or is made a party to any action or proceeding brought by the Title Company, then, as between City and LLD, the Prevailing Party shall be entitled to recover, in addition to its costs of suit and damages, reasonable attorneys’ fees to be fixed by the court. The “Prevailing Party” shall be the entity that is entitled to recover its costs of suit, 601
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whether or not suit proceeds to final judgment. No sum for attorneys’ fees shall be counted in calculating the amount of a judgment for purposes of determining whether the Prevailing Party is entitled to its costs or attorneys’ fees.

16.6 Waiver. No waiver of any provision of this Agreement shall be considered a waiver of any other provision or of any subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by the City or LLD of any remedy provided in this Agreement or at law shall not prevent the exercise by that entity of any other remedy provided in this Agreement or at law or in equity.

16.7 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the City and LLD hereto and their respective heirs, legal representatives, successors, and assigns.

16.8 Assignment. Neither the City nor LLD may assign, transfer or convey its rights or obligations under this Agreement without the prior written consent of the other Party to this Agreement, which shall not be unreasonably withheld, and then only if assignee assumes in writing all of the prior Party’s obligations hereunder; provided, however, neither the City nor LLD shall be released from its obligations hereunder by reason of such assignment. Notwithstanding the foregoing, LLD may assign its rights and obligations in this Agreement to any other entity in which any or all of Richard Lewis, Robert Lewis, Roger Lewis, Randall Lewis and/or John Goodman directly or indirectly own a controlling interest without the prior consent of the City.

16.9 Counterparts. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one (1) document.

16.10 Captions. The captions contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation hereof nor serve as evidence of the interpretation hereof, or of the intention of the Parties.

16.11 Disputes. A dispute which cannot be resolved by the Parties' representatives shall be submitted to non-binding mediation. The mediator's fees shall be divided equally between the Parties. If a dispute is unresolved after mediation, any actions or proceedings arising under, growing out of, or in any way related to this Agreement shall be instituted and prosecuted only in courts located in the County of Riverside, State of California, and each Party expressly waives its right, under part II, title IV of the California Code of Civil Procedure, to cause any such actions or proceedings to be instituted or prosecuted elsewhere.

16.12 Time. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state or national holidays, unless the period of time specifies business days, provided that if the date or last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or state or national holiday.
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16.13 Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions hereof unenforceable, invalid or illegal.

16.14 Survival of Warranties, Covenants, and Obligations. The warranties, covenants, and obligations of City and LLD under the provisions of this Agreement to the extent the same have not been fully performed, and excepting those covenants and obligations which have been extinguished by the expiration of a specified period of time, shall survive the Close of the Escrow through which the Exchange is consummated.

16.15 Incorporation of Recitals and Exhibits. The Recitals and each exhibit attached hereto are hereby incorporated herein by reference. [Additional language from Amendment 3]:

2. Septic Tank Removal. LLD shall contract with James McMinn Inc., ("Contractor') in accordance with Exhibit 3 attached, to cause, prior to the Closing, the removal and disposal of the two (2) septic tanks located on the City Exchange Property for the lump sum of $17,000.00. Any manifests or other documents required to be signed by the owner of the septic tanks shall be signed by the City in connection with the disposal of the tanks. City shall provide temporary access to the City Exchange Property as reasonably required by Contractor to complete this work subject to Contractor meeting the City's standard insurance requirements for such work. The amount of the actual costs paid by LLD to Contractor to complete all of the work set forth in this Section 2 shall be credited towards LLD's payment of the City Exchange Value and increase the Shortfall Amount and the amount of the Grading Payment.

3. Benzene Remediation. LLD shall, concurrent with its retention of the Contractor as set forth in Section 2 above, contract with Converse Consultants (" Consultant') in accordance with Exhibit 4 attached, to perform all of that work in Exhibit 4. The cost of the work in Exhibit 4 (which excludes the cost of any soil excavation or removal) shall be paid by LLD.

LLD will coordinate the work performed by the Contractor and the Consultant to minimize, to the extent feasible, any additional work that must be performed by Consultant outside of the scope of work in Exhibit 4. In the event that additional work, including the removal and disposal of soils from the City Exchange Property, not included within the Exhibit 4 estimate, is required so that at the Closing, residual Benzene concentrations within the City Exchange Property are below the residential soil vapor screening level of 97, then LLD shall retain Consultant to perform that additional work in accordance with a proposal from Consultant, subject to the reasonable approval of City and LLD. In the event that City objects to the proposal from Consultant on the basis of cost, LLD agrees to obtain at least two additional proposals from alternative qualified professionals for cost comparison purposes, and the City and LLD may mutually agree to a substitution of firms providing the required services, and such firm shall thereinafter be considered the "Consultant." The amount of the actual costs paid by LLD to Consultant to complete any such additional work, including the cost of any soil excavation and removal, shall be credited towards LLD's payment of the City Exchange Value and increase the Shortfall Amount and the amount of the Grading Payment.

8. Schleisman Vacation. City and LCD Hamner are analyzing the possible benefits to the LLD Project and Future City Project of vacating the proposed Schleisman Road extension identified on the Parcel Map which would necessitate modifications to the Entitlements and the Parcel Map and to the Joint Improvement and Joint Improvement 603
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Schedule. If the decision to vacate Schleisman is approved by LCD Hamner and City (the "Schleisman Vacation "), then the Parties agree to cooperate in good faith to complete the aforementioned modifications. In the event of the Schleisman Vacation, the Parties may agree to reconfigure and/or relocate the City Property by a lot line adjustment and modifications to the Parcel Map in which event the LLD Exchange Value would be adjusted post-closing for any resulting increase or decrease in the size of the LLD Exchange Property at the rate of $17.17 per square foot or as otherwise mutually agreed by City and LCD Hamner. [SIGNATURES FOLLOW IMMEDIATELY ON NEXT PAGE]
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ACCEPTED AND AGREED on the date indicated below:

Dated: , 2018
City:

CITY OF EASTVALE,
a municipal corporation
By:

Name:

Title:

ATTEST:

City of Eastvale, Assistant City Clerk
By: ____________________________
Name: Steven Aguilar
APPROVED AS TO FORM:

City of Eastvale, City Attorney
By: ___________________________
Name: Erica Vega
Dated: , 2018
LLD:

LEWIS LAND DEVELOPERS, LLC,
a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.,
a Delaware corporation - Its Sole
Manager
By:

Name: John M. Goodman
Its: Executive VP/CEO
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Exhibits:

Exhibit A: Legal Description of City Exchange Property
Exhibit A-1: Depiction of City Exchange Property
Exhibit B: Legal Description of the LLD Property
Exhibit B-1: Depiction of the LLD Property and LLD Exchange Property Exhibit C-1: Form of City Grant Deed
Exhibit C-2: Form of LLD Grant Deed
Exhibit D: Memorandum of Agreement
Exhibit E: License Agreement
Schedules:

Schedule 1: City Appraisal Summary
Schedule 2: LLD Appraisal Summary
Schedule 3: Joint Improvement Work
Schedule 4: Hazardous Materials Disclosures (if any)
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Exhibit A
Legal Description of City Exchange Property
All that certain real property situated in the County of Riverside, State of California, described as
follows:

PARCEL 1: (APN: 152-350-10)
The Northerly 230 feet of Lot 52, Kingston Tract, in the City of Eastvale, County of Riverside, State of California, as per map recorded in Book 12, Page 6 of Maps, in the Office of the County Recorder of San Bernardino County.

Except the Westerly 376.00 feet.

PARCEL 2: (APN: 152-350-11)
The Southerly 100 feet of the Northerly 330 feet of Lot 52 of Kingston Tract, in the City of Eastvale, County of Riverside, State of California, as per map recorded in Book 12, Page 6 of Maps, in the Office of the County Recorder of San Bernardino County.

Except the Westerly 376 feet.
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Exhibit A-1
Depiction of City Exchange Property
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Exhibit B
Legal Description of the LLD Property
The land situated in the City of Eastvale, County of Riverside, State of California, described as follows:

PARCEL 1:

THAT PORTION OF LOT "Q" OF THE FULLER RANCHO AS SHOWN BY MAP ON FILE IN BOOK 16 PAGE 94-97 OF MAPS, RIVERSIDE COUNTY RECORDS, DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF LOT 56 OF THE KINGSTON TRACT, AS SHOWN BY MAP ON FILE IN BOOK 12 PAGE 6 OF MAPS, SAN BERNARDINO COUNTY RECORDS; THENCE NORTH 00º 10' 45" WEST, ALONG THE WEST LINE OF SAID LOT, 171.30 FEET; THENCE NORTH 89° 50' 40" EAST 636.40 FEET, TO THE EASTERLY LINE OF SAID LOT; THENCE NORTH 64° 30' 40" EAST 630.24 FEET, TO THE TRUE POINT OF

BEGINNING, SAID POINT ALSO BEING THE NORTHEASTERLY CORNER OF THAT CERTAIN PARCEL CONVEYED TO EARLE F. HOOVEN AND DOROTHY L. HOOVEN, HUSBAND AND WIFE, BY DEED FILED FOR RECORD JULY 18, 1951 AS INSTRUMENT NO. 30224; THENCE SOUTH 00º 10' 45" EAST, ALONG THE EASTERLY LINE OF SAID PARCEL SO CONVEYED, 647.07 FEET, TO THE SOUTHEAST CORNER OF SAID PARCEL; THENCE NORTH 63º 18' 15" EAST 120.16 EAST, TO THE EASTERLY LINE OF SAID LOT "Q"; THENCE NORTH 00° 10' 45" WEST, ALONG THE EASTERLY LINE OF SAID LOT, 644.26

FEET, SO THE SOUTHEASTERLY CORNER OF THAT CERTAIN PARCEL CONVEYED TO JAKE ZWAAGSTRA AND JESSIE M. ZWAAGSTRA, HUSBAND AND WIFE, BY DEED FILED FOR RECORD NOVEMBER 3, 1954 AS INSTRUMENT NO. 56876; THENCE SOUTH 64º 30' 40" WEST, ALONG THE SOUTHERLY LINE OF SAID PARCEL SO CONVEYED, 118.94 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING.

PARCEL 2:

THAT PORTION OF LOT 56 OF KINGSTON TRACT, AS SHOWN BY MAP ON FILE IN BOOK 12 PAGE 6 OF MAPS, SAN BERNARDINO COUNTY RECORDS, AND THAT PORTION OF LOT "Q" OF FULLER RANCHO, AS SHOWN BY MAP ON FILE IN BOOK 16 PAGE 97 OF MAPS, RIVERSIDE COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 56; THENCE NORTH 00° 10' 45" WEST, ALONG THE WEST LINE OF SAID LOT, 171.30 FEET; THENCE NORTH 89º 50' 40" EAST 636.40 FEET; THENCE NORTH 64° 30' 40" EAST 630.24 FEET; THENCE SOUTH 00° 10' 45" EAST 647.07 FEET; THENCE SOUTH 63º 18' 15" WEST 1314.41 FEET, TO A POINT

ON THE EASTERLY RIGHT OF WAY LINE OF THE STATE HIGHWAY CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED NOVEMBER 29, 1941 IN BOOK 525 PAGE 160 OF OFFICIAL RECORDS, RIVERSIDE COUNTY RECORDS; THENCE NORTH 00° 10' 45" WEST, ALONG THE EASTERLY RIGHT OF WAY LINE OF SAID STATE HIGHWAY, 793.41 FEET, TO A POINT ON THE SOUTH LINE OF SAID LOT 56; THENCE SOUTH 89° 49' 15" WEST, ALONG THE SOUTH LINE OF SAID LOT, 30 FEET, TO THE POINT OF BEGINNING;

EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED NOVEMBER 29, 1941 IN BOOK 525 PAGE 160 OF OFFICIAL RECORDS, RIVERSIDE COUNTY RECORDS.
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APN: 152-060-002-8 and 152-060-003-9
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Exhibit B-1
Depiction of the LLD Property and LLD Exchange Property [SEE ATTACHED]
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Exhibit C-1
Form of City Grant Deed

RECORDING REQUESTED BY
AND
WHEN RECORDED RETURN TO:

Lewis Land Developers, LLC
c/o Lewis Management Corp.
1150 North Mountain Ave.

Upland, CA 91786-3633
Attn: Legal (WBF)

SPACE ABOVE THIS LINE FOR RECORDER'S USE

GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S):

DOCUMENTARY TRANSFER TAX IS $
unincorporated area City of Eastvale
Parcel No.
computed on full value of interest or property conveyed or
computed on full value less value of liens or
encumbrances remaining at time of sale and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF EASTVALE, a municipal corporation
hereby GRANT(S) to
LEWIS LAND DEVELOPERS, LLC, a Delaware limited liability company the following described real property in the City of Eastvale, County of Riverside, State of California, as more particularly set forth on Exhibit "A" attached hereto and incorporated herein by this reference.

Date: __________________, 20___ CITY OF EASTVALE
a municipal corporation
By:

Name:

Title:
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A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

STATE OF CALIFORNIA )
)

COUNTY OF )
On before me, , Notary Public, personally
appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
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Exhibit C-2
Form of LLD Grant Deed

RECORDING REQUESTED BY
AND
WHEN RECORDED RETURN TO:

City of Eastvale
City Manager
Eastvale City Hall
12363 Limonite Ave., Suite 910
Eastvale, CA 91752

SPACE ABOVE THIS LINE FOR RECORDER'S USE

GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S):

DOCUMENTARY TRANSFER TAX IS $
unincorporated area City of Eastvale
Parcel No.
computed on full value of interest or property conveyed or
computed on full value less value of liens or
encumbrances remaining at time of sale and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LEWIS LAND DEVELOPERS, LLC, a Delaware limited liability company hereby GRANT(S) to
CITY OF EASTVALE, a municipal corporation
the following described real property in the City of Eastvale, County of Riverside, State of California, as more particularly set forth on Exhibit "A" attached hereto and incorporated herein by this reference.

Date: __________________, 20___ LEWIS LAND DEVELOPERS, LLC, a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.,
a Delaware corporation - Its Sole Manager
By:

Name: John M. Goodman
Its: Executive VP/CEO
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A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

STATE OF CALIFORNIA )
)

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
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Exhibit D
Form of Memorandum of Agreement
[Exhibit D to the Agreement shall be Exhibit D attached hereto which is approved by the Parties as the final approved form of the Memorandum of Agreement (Repurchase Option) which shall be recorded at the Close of Escrow pursuant to Section 8.3 of the Agreement.] 617
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Exhibit E
License Agreement
[SEE ATTACHED]
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Schedule 1
City Appraisal Summary
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Schedule 2
LLD Appraisal Summary
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Schedule 3
Joint Improvement Work
[Current Schedule 3 – delete in its entirety]
Replace with the updated Schedule 3, attached hereto and made a part hereof by reference. 641
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Schedule 4
Hazardous Materials Disclosures (if any)

1. LLD Exchange Property
The following environmental reports, which have been provided to City, provide information and disclosures regarding the existence of hazardous substances in connection with the prior agricultural and wholesale nursery use of the LLD Property by Polopolus and its predecessors.

1. Converse Consultants – Phase I Environmental Site Assessment Report – done for Lewis Land Developers – August 4, 2017

2. Converse Consultants – Limited Phase II Environmental Site Assessment Report – done for Lewis Retail Centers – May 5, 2017

3. Converse Consultants – Limited Phase II Environmental Site Assessment Report – done for William Lyon Homes, Inc. – June 6, 2014

4. Rincon Consultants – Phase I Environmental Site Assessment – done for Richmond American Homes – August 6, 2015 (part 1 & 2 of “Granada Palms”)

5. Converse Consultants – Sample Location Maps for testing 1,3 butadiene

6. Leighton and Associates, Inc. – Results of Soils Sampling / peer review of Converse Consultants May 5, 2017 Limited Phase II Environmental Site Assessment Report – June 2, 2017 including Laboratory Analytical Tables for 1,3 butadiene

7. Hartman Environmental Geoscience webinar exhibit regarding false positive readings of 1,3 butadiene

8. Converse Consultants - Phase I Environmental Site Assessment Report – done for Lewis Retail Centers – March 15, 2018

2. City Exchange Property.

The following reports, which have been provided to LLD, provide information and disclosures regarding the existence of hazardous substances in connection with the City Exchange Property.

1. Altec Testing and Engineering, Inc. - Comprehensive Asbestos Containing Materials Survey – prepared for EEI, Inc. - dated December 3, 2007

2. EEI Geotechnical & Environmental Solutions – Phase I Environmental Site Assessment – prepared for Riverside County Department of Facilities Management - dated December 13, 2007

3. EEI Geotechnical & Environmental Solutions – Phase II Environmental Site Assessment – prepared for Riverside County Department of Facilities Management - dated December 12, 2007
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June 9, 2022 Job No. 21-091S

Rick Manners
Lewis Retail Centers
1156 N. Mountain Avenue
Upland, CA 91786

RE: Hamner Place – Eastvalle, CA
Rough Grade Certification
Parcel 8 - PM 37492

Mr. Manners,

DRC Engineering has field checked the horizontal location and vertical elevation of proposed rough grading conditions for Parcel 8 as shown on sheets 11, 12, & 13 of the Rough Grading Plan dated 11/20/19. We found the conditions to be in substantial complian ce horizontally and vertically of the mentioned approved Delta 2 plan set prepared by WEBB & Associates, along with any field modifications reported by the Contractor.

Sincerely,

R. Micah King, PLS
DRC Engineering, Inc.

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RESOLUTION NO. 22-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, CALIFORNIA, AMENDING ITS FISCAL YEAR 2022-23 BUDGET FOR THE FINAL HAMNER PLACE LAND ACQUISITION PAYMENT.

WHEREAS the budget for fiscal year 2022-23 of the City of Eastvale has been adopted by this Council in its original form, and said budget will need to be amended at times to fulfill the goals of the City; and
WHEREAS, the City departments may not exceed their appropriations by character of expense, with character of expense being defined as personnel services, services and supplies, capital outlay, debt service and transfers, without the consent of the City Manager; and WHEREAS, the City Manager may transfer appropriations, between accounts, departments, programs, and funds, as long as those appropriations do not exceed the grand total budget approved by Council; and
WHEREAS, the City Council approved an agreement with Lewis Land Developers for the purchase of a parcel of land at the Hamner Place development on April 11, 2018 under agenda item 9.1; and
WHEREAS, the agreement detailed an initial deposit of $100,000 (paid), a closing payment of $1,750,000 (paid), and a final grading payment of $1,840,000 due at the delivery of a Superpad and Civil Engineer Certification; and
WHEREAS, at the time of the 2022-23 budget adoption it was unknown when the Superpad at Hamner Place would be delivered to the City; and
WHEREAS, as of June 9, 2022 the city’s Engineering Division certified and accepted the Superpad and as a result, the final payment of $1,840,000 is payable to Lewis Land Developers.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EASTVALE DOES HEREBY FIND, DETERMINE, AND RESOLVE AS FOLLOWS:

SECTION 1. AUTHORIZE AN APPROPRIATION IN THE GENERAL FUND, TRANSFER OUT EXPENDITURE ACCOUNT NO. 100-290-6960 IN THE AMOUNT OF $1,350,000 AND AUTHORIZE AN APPROPRIATION IN THE CAPITAL PROJECTS FUND, TRANSFER IN REVENUE ACCOUNT NO. 600- 000-4910 IN THE AMOUNT OF $1,350,000 TO PROVIDE ADEQUATE FUND BALANCE IN THE CAPITAL PROJECTS FUND FOR THE FINAL HAMNER PLACE LAND ACQUISITION PAYMENT.

SECTION 2. AUTHORIZE AN APPROPRIATION IN THE CAPITAL PROJECTS FUND, LAND CAPITAL EXPENDITURE ACCOUNT NO. 600-500-6630-95001-0000 IN THE AMOUNT OF $1,350,000 FOR THE FINAL HAMNER PLACE LAND ACQUISITION PAYMENT.
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SECTION 3. AUTHORIZE AN APPROPRIATION IN THE PUBLIC FACILITIES DEVELOPMENT IMPACT FEE FUND, LAND CAPITAL EXPENDITURE ACCOUNT NO. 292-500-6630-95001-0000 IN THE AMOUNT OF $490,000 FOR THE FINAL HAMNER PLACE LAND ACQUISITION PAYMENT.

PASSED, APPROVED AND ADOPTED this 28th day of September 2022. __________________________________________
Clint Lorimore
Mayor
APPROVED AS TO FORM: ATTEST:
__________________________________________ __________________________________________ Erica Vega Marc A. Donohue, MMC
City Attorney City Clerk
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STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE ) §

CITY OF EASTVALE )

I, Marc A. Donohue, City Clerk of the City of Eastvale, California, do hereby certify that the foregoing City Council Resolution No. 22-XX, was duly adopted by the City Council of the City of Eastvale, California, at a meeting held on the 28th day of September 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________________
Marc A. Donohue, MMC
City Clerk
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RESOLUTION NO. 22-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, CALIFORNIA, APPROVING THE COMMITMENT OF FUND BALANCE PURSUANT TO GASB 54 WHEREAS, the Governmental Standards Board (GASB) has issued Statement No. 54, Fund Balance Repor?ng and Governmental Type De ﬁni?ons, with the intent of improving ﬁnancial repor?ng by providing fund balance categories that will be more easily understood; and WHEREAS, the City Council may commit fund balance amounts for speci ﬁc purposes by taking formal ac?on, and the commi? ed amounts cannot be used for any other purpose unless the City Council removes and changes the speciﬁc use through the same formal ac?on taken to establish the commitment; and
WHEREAS, the City Council desires to release the commitment of General Fund fund-balance in the amount of $1,840,000 for the Hamn er Place Land Acquisi?on Final Payment in order to facilitate the ﬁnal payment and deems it appropriate that the current year commitments of fund balance be released; and
WHEREAS, the City Council deems appropriate that a commitment of $57,120,500 of the General Fund unassigned fund balance be established for Reserve for the following projects in the following amounts: Facility Construc?on: City Hall $36,500,000; Facility Construc?on: Library $10,000,000; Facility Construc?on: Police Substa?on $8,000,000; Pension Liability $1,620,500; Public Safety Rate Increase Stabiliza?on $1,000,000; and WHEREAS, the City Council wishes to commit certain amounts of fund balance surplus a? ributed to the City’s Gann Appropria?on Limit for qualiﬁed capital outlay reserves; and WHEREAS, the City Council deems appropriate that a commitment of $42,540,429 of the General Fund unassigned fund balance be established for Appropria?ons Limit Quali ﬁed Capital Outlay Reserve for the following projects in the following amounts: Facility Constru c?on: City Hall – Appropria?ons Limit $21,445,429; Facility Construc?on: Library – Appropria?ons Limit $17,595,000; Equipment Purchase: Fire Truck – Appropria?ons Limit $1,500,000; Facility Construc?on: Fire Sta?on 27 Storage Facility – Appropria?ons Limit $2,000,000; and WHEREAS, the General Fund balance will be adjusted to ﬁnal fund balance at the end of the ﬁscal year; and
WHEREAS, the City Council deems appropriate that a commitment of $8,400,000 of the Fire Fund unassigned fund balance be established for Reserve for the following projects in the following amounts: Third Fire Sta?on Construc?on $8,000,000; Apparatus Replacement $ 400,000; and 667
WHEREAS, the Fire Fund balance will be adjusted to ﬁnal fund balance at the end of the ﬁscal year.

NOW, THEREFORE , THE CITY COUNCIL OF THE CITY OF EASTVALE DOES HEREBY FIND, DETERMINE, AND RESOLVE AS FOLLOWS:

SECTION 1. the City Council establishes and approved the release of all prior years’ commitments of unassigned fund balance of the General Fund and the Fire Fund to the unassigned category of fund balance as speciﬁed in the approved budget for ﬁscal year 2022-2023.

SECTION 2. The City Council establishes and approves the commitment of $57,120,500 of the unassigned fund balance of the General Fund to the commi? ed category of fund balance.

SECTION 3. The City Council establishes and approves the commitment of $42,540,429 of the unassigned fund balance of the General Fund to the commi? ed category of fund balance for appropria?ons limit qualiﬁed capital outlay reserve.

SECTION 4. The City Council establishes and approves the commitment of $8,400,000 of the unassigned fund balance of the Fire Fund to the commi? ed category of fund balance.

PASSED, APPROVED AND ADOPTED this 28th day of September, 2022. __________________________________________
Clint Lorimore
Mayor
APPROVED AS TO FORM: ATTEST:
__________________________________________ __________________________________________ Erica Vega Marc A. Donohue, MMC
City A? orney City Clerk/Communica?ons Director
668

STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE ) §

CITY OF EASTVALE )

I, Marc A. Donohue, City Clerk/Communica?ons Director of the City of Eastvale, California, do hereby cer?fy that the foregoing City Council Resolu?on No. 22-XX, was duly adopted by the City Council of the City of Eastvale, California, at a mee?ng held on the 28th day of September 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________________
Marc A. Donohue, MMC
City Clerk/Communica?ons Director
669

Eastvale City CouncilSeptember 28, 2022

Eastvale City Council
September 28, 2022