Hemet City Council
January 11, 2022

14.H

Riverside County Transportation Department PROJECT:

Summary of Bids
Advertised: September 28, 2021 (Agenda Item: 3.22)
Addenda: 1 (10/15/2021), 2 (10/18/2021)
Bids Open: 2 pm Date: Wednesday, October 27, 2021
Slurry Seal and Curb Ramp Accessibility Project
For Fiscal Year 2021 - 2022
District 3
Project No. D2-0008, D2-0013
BASE BID SCHEDULE - Slurry Seal Project
ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE 1 374207 CRACK TREATMENT
(ROUT AND SEAL RANDOM CRACKS) ------- LS 1 692,000.00 692,000.00 290,000.00 290,000.00 2 150716 REMOVE PAINTED TRAFFIC STRIPE, PAVEMENT MARKING, AND PAVEMENT MARKERS ------- LS 1 49,000.00 49,000.00 80,000.00 80,000.00 3 128650 PORTABLE CHANGEABLE MESSAGE SIGN ------- EA 2 5,000.00 10,000.00 26,830.06 53,660.12 4 375001 SCREENINGS ------- SQYD 302,770 2.05 620,678.50 2.40 726,648.00 5 377501 SLURRY SEAL [TYPE 1] Like 1 TON 6,343 209.00 1,325,687.00 260.00 1,649,180.00 6 377501 SLURRY SEAL [TYPE 2] Like 2 TON 318 216.00 68,688.00 400.00 127,200.00 7 378000 MICROSURFACING 2 Like 3 TON 3,110 195.00 606,450.00 225.00 699,750.00 8 840519(F) THERMOPLASTIC CROSSWALK AND PAVEMENT MARKING Like 4 SQFT 11,220 4.30 48,246.00 7.25 81,345.00 9 840656(F) PAINT TRAFFIC STRIPE (2-COAT) Like 5 LF 113,000 0.50 56,500.00 0.67 75,710.00 10 850102(F) PAVEMENT MARKER (REFLECTIVE) Like 6 EA 2,100 3.60 7,560.00 18.00 37,800.00 11 010602 MISCELLANEOUS DIRECTED WORK ------- FA 1 150,000.00 150,000.00 150,000.00 150,000.00 12 010601 OBTAIN ENCROACHMENT PERMIT ------- FA 1 5,000.00 5,000.00 5,000.00 5,000.00

BASE BID SCH - SUB-TOTAL
ITEMS 1 - 12 3,639,809.50 3,976,293.12
ALTERNATIVE BID SCHEDULE 1 - Curb Ramp Accessibility Project ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE 13 150769 REMOVE ASPHALT CONCRETE ------- SQYD 170 62.00 10,540.00 60.00 10,200.00 14 390130 HOT MIX ASPHALT ------- TON 60 820.00 49,200.00 701.37 42,082.20 15 017315 MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE A) -------EA 39 6,750.00 263,250.00 6,000.00 234,000.00 3 Pavement Coatings Co. All American Asphalt
Corona, CA 92879
2 Jurupa Valley, CA 91752
SSeal.CRamps.FY21-22.Dist.3(D2-0008, 13): Summary Web
Updated: 10/27/2021 Page 4 of 9

14.H

Riverside County Transportation Department PROJECT:

Summary of Bids
Advertised: September 28, 2021 (Agenda Item: 3.22)
Addenda: 1 (10/15/2021), 2 (10/18/2021)
Bids Open: 2 pm Date: Wednesday, October 27, 2021
Slurry Seal and Curb Ramp Accessibility Project
For Fiscal Year 2021 - 2022
District 3
Project No. D2-0008, D2-0013
ALTERNATIVE BID SCHEDULE 1 - Curb Ramp Accessibility Project (continued) ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE 16 017316 MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE B) -------EA 5 6,750.00 33,750.00 4,200.00 21,000.00 17 731504 MINOR CONCRETE (CURB AND GUTTER) ------- LF 260 65.00 16,900.00 54.00 14,040.00 18 017303 MINOR CONCRETE (SPANDREL) (CRS 209) ------- SQFT 1,360 23.00 31,280.00 22.00 29,920.00 19 731656 CURB RAMP DETECTABLE WARNING SURFACE ------- EA 32 900.00 28,800.00 800.73 25,623.36 ALT BID SCH 1 - SUB-TOTAL
ITEMS 13 - 19 433,720.00 376,865.56
ALTERNATIVE BID SCHEDULE 1.A - Curb Ramps at Signalized Intersections ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE

19.A 190101 ROADWAY EXCAVATION ------- CY 46 350.00 16,100.00 335.00 15,410.00

19.B 260203 CLASS 2 AGGREGATE BASE ------- CY 20 405.00 8,100.00 390.01 7,800.20

19.C 390130 HOT MIX ASPHALT ------- TON 53 820.00 43,460.00 785.53 41,633.09

19.D 017315 MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE A) -------EA 5 6,750.00 33,750.00 7,000.00 35,000.00

19.E 017316 MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE B)------- EA 4 6,200.00 24,800.00 5,750.00 23,000.00

19.F 731623 MINOR CONCRETE (CURB RAMP)
(CALTRANS RSP A88A-CASE A) MODIFIED ------- EA 11 7,250.00 79,750.00 7,000.00 77,000.00

19.G 731521 MINOR CONCRETE (SIDEWALK) ------- SQYD 34 103.00 3,502.00 90.00 3,060.00

19.H 870400 SIGNAL AND LIGHTING SYSTEM ------- LS 1 60,000.00 60,000.00 75,000.00 75,000.00 ALT BID SCH 1.A - SUB-TOTAL
ITEMS 19.A - 19.H 269,462.00 277,903.29
3 Pavement Coatings Co. All American Asphalt
2 Corona, CA 92879Jurupa Valley, CA 91752
SSeal.CRamps.FY21-22.Dist.3(D2-0008, 13): Summary Web
Updated: 10/27/2021 Page 5 of 9

14.H

Riverside County Transportation Department PROJECT:

Summary of Bids
Advertised: September 28, 2021 (Agenda Item: 3.22)
Addenda: 1 (10/15/2021), 2 (10/18/2021)
Bids Open: 2 pm Date: Wednesday, October 27, 2021
Slurry Seal and Curb Ramp Accessibility Project
For Fiscal Year 2021 - 2022
District 3
Project No. D2-0008, D2-0013
ALTERNATIVE BID SCHEDULE 2 - City of Hemet Portion
ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE 20 374207 CRACK TREATMENT
(ROUT AND SEAL RANDOM CRACKS) ------- LS 1 35,000.00 35,000.00 33,000.00 33,000.00 21 150716 REMOVE PAINTED TRAFFIC STRIPE, PAVEMENT MARKING, AND PAVEMENT MARKERS ------- LS 1 10,500.00 10,500.00 11,000.00 11,000.00 22 377501 SLURRY SEAL [TYPE 1] Like 1 TON 13 209.00 2,717.00 260.00 3,380.00 23 377501 SLURRY SEAL [TYPE 2] Like 2 TON 22 216.00 4,752.00 400.00 8,800.00 24 378000 MICROSURFACING 2 Like 3 TON 798 195.00 155,610.00 225.00 179,550.00 25 840519(F) THERMOPLASTIC CROSSWALK AND PAVEMENT MARKING Like 4 SQFT 620 4.30 2,666.00 7.25 4,495.00 26 840656(F) PAINT TRAFFIC STRIPE (2-COAT) Like 5 LF 30,450 0.50 15,225.00 0.67 20,401.50 27 850102(F) PAVEMENT MARKER (REFLECTIVE) Like 6 EA 470 3.60 1,692.00 18.00 8,460.00 ALT BID SCH 2 - SUB-TOTAL
ITEMS 20 - 27 228,162.00 269,086.50
ALTERNATIVE BID SCHEDULE 3 - City of San Jacinto Portion ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE 28 374207 CRACK TREATMENT
(ROUT AND SEAL RANDOM CRACKS) ------- LS 1 7,500.00 7,500.00 7,000.00 7,000.00 29 150716 REMOVE PAINTED TRAFFIC STRIPE, PAVEMENT MARKING, AND PAVEMENT MARKERS ------- LS 1 1,550.00 1,550.00 2,000.00 2,000.00 30 377501 SLURRY SEAL [TYPE 1] Like 1 TON 35 209.00 7,315.00 260.00 9,100.00 31 840519(F) THERMOPLASTIC CROSSWALK AND PAVEMENT MARKING Like 4 SQFT 250 4.30 1,075.00 7.25 1,812.50 32 840656(F) PAINT TRAFFIC STRIPE (2-COAT) Like 5 LF 3,270 0.50 1,635.00 0.67 2,190.90 33 850102(F) PAVEMENT MARKER (REFLECTIVE) Like 6 EA 110 3.60 396.00 18.00 1,980.00 ALT BID SCH 3 - SUB-TOTAL
ITEMS 28 - 33 19,471.00 24,083.40

PROJECT TOTAL
ITEMS 1 - 33 4,590,624.50 4,924,231.87
3 Pavement Coatings Co. All American Asphalt
2 Corona, CA 92879Jurupa Valley, CA 91752
SSeal.CRamps.FY21-22.Dist.3(D2-0008, 13): Summary Web
Updated: 10/27/2021 Page 6 of 9

14.H

Riverside County Transportation Department PROJECT:

Summary of Bids
Advertised: September 28, 2021 (Agenda Item: 3.22)
Addenda: 1 (10/15/2021), 2 (10/18/2021)
Bids Open: 2 pm Date: Wednesday, October 27, 2021
Slurry Seal and Curb Ramp Accessibility Project
For Fiscal Year 2021 - 2022
District 3
Project No. D2-0008, D2-0013
BASE BID SCHEDULE 1 - Slurry Seal Project
ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE 1 374207 CRACK TREATMENT
(ROUT AND SEAL RANDOM CRACKS) ------- LS 1 442,150.00 442,150.00 385,171.80 385,171.80 2 150716 REMOVE PAINTED TRAFFIC STRIPE, PAVEMENT MARKING, AND PAVEMENT MARKERS ------- LS 1 81,953.20 81,953.20 55,900.00 55,900.00 3 128650 PORTABLE CHANGEABLE MESSAGE SIGN ------- EA 2 8,400.00 16,800.00 9,000.00 18,000.00 4 375001 SCREENINGS ------- SQYD 302,770 2.26 684,260.20 2.51 759,952.70 5 377501 SLURRY SEAL [TYPE 1] Like 1 TON 6,343 255.00 1,617,465.00 273.21 1,732,971.03 6 377501 SLURRY SEAL [TYPE 2] Like 2 TON 318 262.00 83,316.00 242.34 77,064.12 7 378000 MICROSURFACING 2 Like 3 TON 3,110 268.00 833,480.00 248.57 773,052.70 8 840519(F) THERMOPLASTIC CROSSWALK AND PAVEMENT MARKING Like 4 SQFT 11,220 4.83 54,192.60 5.06 56,773.20 9 840656(F) PAINT TRAFFIC STRIPE (2-COAT) Like 5 LF 113,000 0.42 47,460.00 0.44 49,720.00 10 850102(F) PAVEMENT MARKER (REFLECTIVE) Like 6 EA 2,100 3.83 8,043.00 4.02 8,442.00 11 010602 MISCELLANEOUS DIRECTED WORK ------- FA 1 150,000.00 150,000.00 150,000.00 150,000.00 12 010601 OBTAIN ENCROACHMENT PERMIT ------- FA 1 5,000.00 5,000.00 5,000.00 5,000.00

BASE BID SCH - SUB-TOTAL
ITEMS 1 - 12 4,024,120.00 4,072,047.55
ALTERNATIVE BID SCHEDULE 1 - Curb Ramp Accessibility Project ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE 13 150769 REMOVE ASPHALT CONCRETE ------- SQYD 170 211.00 35,870.00 220.00 37,400.00 14 390130 HOT MIX ASPHALT ------- TON 60 420.00 25,200.00 440.00 26,400.00 15 017315 MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE A) -------EA 39 7,350.00 286,650.00 7,000.00 273,000.00 4 5
VSS International, Inc. Roy Allan Slurry Seal, Inc.

West Sacramento, CA 95691 Santa Fe Springs, CA 90670
SSeal.CRamps.FY21-22.Dist.3(D2-0008, 13): Summary Web
Updated: 10/27/2021 Page 7 of 9

14.H

Riverside County Transportation Department PROJECT:

Summary of Bids
Advertised: September 28, 2021 (Agenda Item: 3.22)
Addenda: 1 (10/15/2021), 2 (10/18/2021)
Bids Open: 2 pm Date: Wednesday, October 27, 2021
Slurry Seal and Curb Ramp Accessibility Project
For Fiscal Year 2021 - 2022
District 3
Project No. D2-0008, D2-0013
ALTERNATIVE BID SCHEDULE 1 - Curb Ramp Accessibility Project (continued) ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE 16 017316 MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE B) -------EA 5 7,350.00 36,750.00 7,000.00 35,000.00 17 731504 MINOR CONCRETE (CURB AND GUTTER) ------- LF 260 94.50 24,570.00 88.00 22,880.00 18 017303 MINOR CONCRETE (SPANDREL) (CRS 209) ------- SQFT 1,360 52.50 71,400.00 33.00 44,880.00 19 731656 CURB RAMP DETECTABLE WARNING SURFACE ------- EA 32 892.50 28,560.00 1,114.00 35,648.00 ALT BID SCH 1 - SUB-TOTAL
ITEMS 13 - 19 509,000.00 475,208.00
ALTERNATIVE BID SCHEDULE 1.A - Curb Ramps at Signalized Intersections ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE

19.A 190101 ROADWAY EXCAVATION ------- CY 46 420.00 19,320.00 440.00 20,240.00

19.B 260203 CLASS 2 AGGREGATE BASE ------- CY 20 556.50 11,130.00 580.00 11,600.00

19.C 390130 HOT MIX ASPHALT ------- TON 53 420.00 22,260.00 440.00 23,320.00

19.D 017315 MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE A) -------EA 5 7,350.00 36,750.00 7,000.00 35,000.00

19.E 017316 MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE B)------- EA 4 7,350.00 29,400.00 8,200.00 32,800.00

19.F 731623 MINOR CONCRETE (CURB RAMP)
(CALTRANS RSP A88A-CASE A) MODIFIED ------- EA 11 8,400.00 92,400.00 7,700.00 84,700.00

19.G 731521 MINOR CONCRETE (SIDEWALK) ------- SQYD 34 189.00 6,426.00 220.00 7,480.00

19.H 870400 SIGNAL AND LIGHTING SYSTEM ------- LS 1 20,314.00 20,314.00 80,300.00 80,300.00 ALT BID SCH 1.A - SUB-TOTAL
ITEMS 19.A - 19.H 238,000.00 295,440.00
4 5
VSS International, Inc. Roy Allan Slurry Seal, Inc.

West Sacramento, CA 95691 Santa Fe Springs, CA 90670
SSeal.CRamps.FY21-22.Dist.3(D2-0008, 13): Summary Web
Updated: 10/27/2021 Page 8 of 9

14.H

Riverside County Transportation Department PROJECT:

Summary of Bids
Advertised: September 28, 2021 (Agenda Item: 3.22)
Addenda: 1 (10/15/2021), 2 (10/18/2021)
Bids Open: 2 pm Date: Wednesday, October 27, 2021
Slurry Seal and Curb Ramp Accessibility Project
For Fiscal Year 2021 - 2022
District 3
Project No. D2-0008, D2-0013
ALTERNATIVE BID SCHEDULE 2 - City of Hemet Portion
ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE 20 374207 CRACK TREATMENT
(ROUT AND SEAL RANDOM CRACKS) ------- LS 1 36,600.00 36,600.00 28,000.00 28,000.00 21 150716 REMOVE PAINTED TRAFFIC STRIPE, PAVEMENT MARKING, AND PAVEMENT MARKERS ------- LS 1 13,873.30 13,873.30 11,800.00 11,800.00 22 377501 SLURRY SEAL [TYPE 1] Like 1 TON 13 255.00 3,315.00 273.21 3,551.73 23 377501 SLURRY SEAL [TYPE 2] Like 2 TON 22 262.00 5,764.00 242.34 5,331.48 24 378000 MICROSURFACING 2 Like 3 TON 798 268.00 213,864.00 248.57 198,358.86 25 840519(F) THERMOPLASTIC CROSSWALK AND PAVEMENT MARKING Like 4 SQFT 620 4.83 2,994.60 5.06 3,137.20 26 840656(F) PAINT TRAFFIC STRIPE (2-COAT) Like 5 LF 30,450 0.42 12,789.00 0.44 13,398.00 27 850102(F) PAVEMENT MARKER (REFLECTIVE) Like 6 EA 470 3.83 1,800.10 4.02 1,889.40 ALT BID SCH 2 - SUB-TOTAL
ITEMS 20 - 27 291,000.00 265,466.67
ALTERNATIVE BID SCHEDULE 3 - City of San Jacinto Portion ITEM NO. ITEM CODE CONTRACT ITEM LIKE BID

ITEMS UNITS QUANTITY BID UNIT PRICE BID ESTIMATE BID UNIT PRICE BID ESTIMATE 28 374207 CRACK TREATMENT
(ROUT AND SEAL RANDOM CRACKS) ------- LS 1 8,350.00 8,350.00 5,400.00 5,400.00 29 150716 REMOVE PAINTED TRAFFIC STRIPE, PAVEMENT MARKING, AND PAVEMENT MARKERS ------- LS 1 2,722.80 2,722.80 2,406.00 2,406.00 30 377501 SLURRY SEAL [TYPE 1] Like 1 TON 35 255.00 8,925.00 273.21 9,562.35 31 840519(F) THERMOPLASTIC CROSSWALK AND PAVEMENT MARKING Like 4 SQFT 250 4.83 1,207.50 5.06 1,265.00 32 840656(F) PAINT TRAFFIC STRIPE (2-COAT) Like 5 LF 3,270 0.42 1,373.40 0.44 1,438.80 33 850102(F) PAVEMENT MARKER (REFLECTIVE) Like 6 EA 110 3.83 421.30 4.02 442.20 ALT BID SCH 3 - SUB-TOTAL
ITEMS 28 - 33 23,000.00 20,514.35

PROJECT TOTAL
ITEMS 1 - 33 5,085,120.00 5,128,676.57
4 5
VSS International, Inc. Roy Allan Slurry Seal, Inc.

West Sacramento, CA 95691 Santa Fe Springs, CA 90670
SSeal.CRamps.FY21-22.Dist.3(D2-0008, 13): Summary Web
Updated: 10/27/2021 Page 9 of 9

14.H

Project:

Project No.:

Apparent Low Bidder:

Subcontractor Name Description of Work/ Bid Items
American Pavement Systems, Inc.

Modesto, CA 95354
Lic. No. 943792
DIR Reg No. 10000006207
ITEMS: SCREENINGS
4) SCREENINGS
Superior Pavement Markings, Inc.

Cypress (Beaumont), CA 90630
Lic. No. 776306
DIR Reg No. 1000001476
ITEMS: REMOVE AND REPLACE STRIPING
2) REMOVE PAINTED TRAFFIC STRIPE, PAVEMENT MARKING, AND PAVEMENT

MARKERS
8) THERMOPLASTIC CROSSWALK AND PAVEMENT MARKING
9) PAINT TRAFFIC STRIPE (2-COAT)
10) PAVEMENT MARKER (REFLECTIVE)
21) REMOVE PAINTED TRAFFIC STRIPE, PAVEMENT MARKING, AND PAVEMENT

MARKERS
25) THERMOPLASTIC CROSSWALK AND PAVEMENT MARKING
26) PAINT TRAFFIC STRIPE (2-COAT)
27) PAVEMENT MARKER (REFLECTIVE)
29) REMOVE PAINTED TRAFFIC STRIPE, PAVEMENT MARKING, AND PAVEMENT

MARKERS
31) THERMOPLASTIC CROSSWALK AND PAVEMENT MARKING
32) PAINT TRAFFIC STRIPE (2-COAT)
33) PAVEMENT MARKER (REFLECTIVE)
Pavement Rehab Company
Costa Mesa, CA 92626
Lic. No. 1051374
DIR Reg No. 1000064823
ITEMS: AC
13) REMOVE ASPHALT CONCRETE
14) HOT MIX ASPHALT
15) MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE A)
16) MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE B)
17) MINOR CONCRETE (CURB AND GUTTER)
18) MINOR CONCRETE (SPANDREL) (CRS 209)
19) CURB RAMP DETECTABLE WARNING SURFACE

19.A) ROADWAY EXCAVATION

19.B) CLASS 2 AGGREGATE BASE

19.C) HOT MIX ASPHALT

19.D) MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE A)

19.E) MINOR CONCRETE (CURB RAMP) (CRS 403 - CASE B)

19.F) MINOR CONCRETE (CURB RAMP) (CALTRANS RSP A88A-CASE A)

MODIFIED

19.G) MINOR CONCRETE (SIDEWALK)
Traffic Loop Crackfilling, Inc.

Anaheim, CA 92804
Lic. No. 652956
DIR Reg No. 1000003794
ITEMS: SIGNAL LIGHTING

19.H) SIGNAL AND LIGHTING SYSTEM
D2-0008, D2-0013
Subcontractors
American Asphalt South, Inc.

Slurry Seal and Curb Ramp Accessibility Project
For Fiscal Year 2021 - 2022
District 3
SSeal.CRamps.FY21-22.Dist.3(D2-0008, 13): SubContractors Updated: 10/27/2021

14.H

City of Hemet
City Council Meeting

STAFF REPORT

Meeting: City Council Meeting - Jan 11 2022
Department: Public Works
Submitted by: Christopher Lopez, City Manager
Steve Loriso, City Engineer;

☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing

TITLE:

A Resolution of the City Council of the City of Hemet, California, Approving a Second Amendment to Agreement for McSweeny Construction Management Services by and Between the City of Hemet and KOA Corporation, Authorize the City Manager to Execute all Contr act Documents for the McSweeny Farms Capital Improvement Projects, and Authorize the Finance Director to establish an Updated Consultant Construction Management Budget of $245,670

RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Adopt A Resolution of the City Council of the City of Hemet, California, Approving a Second Amendment to Agreement for McSweeny Construction Management Services by and between the City of Hemet and KOA Corporation, Authorize the City Manager to execute all Contract Documents for the McSweeny Farms Capital Improvement Projects, and Authorize the Finance Director to establish an updated consultant construction management budget of $245,670.

BACKGROUND:

There are three CIP projects that will be discussed in this report:
• CIP 5697 - McSweeny Phase 1 Punchlist (various street improvements) • CIP 5698 - McSweeny Parkway crossing over Cactus Creek • CIP 5699 - State Street Parkway crossing over Cactus Creek

On March 12, 2019, the City Council adopted Resolution Bill No. 19 -019, which amended Resolution No. 4662 and approved a revised form Funding, Construction and Acquisition Agreement (Agreement) with McSweeny Recovery Acquisition, LLC (Developer) for the Mc Sweeny Farms Specific Plan area.

This resolution provided for the construction of certain improvements within the McSweeny Farms Specific Plan area, which is funded through a Community Facilities District (CFD) established and administered by the California Statewide Communities Development Authority (CSCDA) at the request of the Developer. Subsequently, the Developer deposited funds with the City in order to cover the costs of preparation of several bid packages by City staff. The bid packages consisted of City prepared

14.I

specifications along with plans that were designed by consultants previously contracted with the Developer.

Through the Agreement, the City is to construct certain improvements on behalf of the Developer; however, it also ensures that the City will not incur any direct or indirect costs or liability by virtue of the City constructing improvements that are the responsibility of the Developer.

The construction contracts for the Three McSweeny Farms projects were awarded by City Council on October 8, 2019 (CIP 5697, CIP 5698, and CIP 5699). In an effort to reduce overall project costs and provide comprehensive oversight of the three projects, the Construction Management Services was awarded to KOA Corporation.

Due to delays in approval of the CFD by CSDCA, as well as the ongoing Pandemic, the commencement of construction services was delayed until early 2021. CIP 5697 commenced construction earlier in 2021 and after delays beyond the contractor's control due to power connections provi ded by SCE for two traffic signals, this project is nearing completion. Although construction contracts for CIP 5698 and CIP 5699 were both awarded to the same contractor (Leonida), the contractor experienced delays due to material shortages along with ne cessary design revisions, which contributed to a delayed construction schedule.

Along with the award of the Construction Management Services to KOA Corporation, City staff and KOA took on the management of certified payroll services, which eliminated th e need to work with a separate certified payroll consulting firm and resulted in a project savings of $48,370.

The City is currently in negotiations to terminate the contract with Leonida for CIP 5699 and will therefore need to be rebid and awarded by City Council at a later date, which will include construction management services.

The First Amendment to the Agreement for McSweeny Construction Management Services, by and between the City of Hemet and KOA Corporation was executed August 11, 2020, and pr ovided for an extension of time on the contract only.

ANALYSIS:

As the construction of the projects continues at a reduced pace, the need for construction management services to resolve project issues has not reduced.

KOA Corporation has been providing construction management services since the commencement of construction in late 2020. Due to the delays previously discussed, KOA is requesting a second amendment to the construction management contract to allow them to finish services for CIP 5697 and CIP 5698. Through previous City Council action and at the request of Leonida, the construction contract for CIP 5699 with Leonida is being terminated and will ultimately be re -bid for construction. To close out the construction contract prior to re-bidding this work, close-out assistance from KOA is necessary.

When the construction contract for CIP 5699 is re -bid, construction management services for this project will be analyzed for any revisions to scope.

Following is a breakdown of the construction management services (previously approved and proposed):

14.I

Current Contract
Amount
Contingency Construction
Management Services
(TOTAL)
KOA Corporation $156,370 $31,274 $187,644
Labor Compliance
(Alliant)
$48,370 $0 $48,370
Totals $204,740 $31,274 $236,014
City Staff time for administration, inspection, and engineering support was approved at $252,000 for these projects.

As previously described, City staff and KOA have collaborated on the management of the labor compliance components of the contracts, resulting in an overall contract savings of $48,370.

KOA Corporation is requesting an additional $89,300 to complete the construction management services associated with CIP 5697 and CIP 5698, broken down as follows:

Geotech design/inspection services requested by City Staff $18,000 Material Testing and Inspection services requested by City Staff $20,300 Construction Management Services (estimated at five (5) hours per day for 60 working days)
$51,000
Proposed Subtotal (Amendment #2) $89,300
Original KOA contract $156,370
Proposed Total KOA contract (Amendments #1 & #2) $245,670 Per the previous City C ouncil actions, $236,014 was approved and established as the Construction Management budget for consulting services (KOA and Alliant). The action requested of the City Council would amend the term of the agreement (through March 1, 2022) and an increase o f $9,656 to KOA's contract.

PREVIOUS COUNCIL ACTION:

• October 8, 2019 - City Council awarded construction management contract to KOA Corporation. • October 8, 2019 - City Council awarded three construction projects for CIP 5697, CIP 5698, and CIP 5699.

STRATEGIC PLAN INTEGRATION:

GOAL ONE: QUALITY OF LIFE:

To ensure that Hemet is safe, clean, attractive and comfortable for all who live, work, and visit.

Enhance the visual appearance of the community to make it attractive and reduce blight through continual rehabilitation of City infrastructure.

FISCAL IMPACT:

There is no General Fund impact or cost to the City.

The proceeds provided by CSCDA CFD No. 2018-01 (McSweeny) Improvement Area No. 1 (held in an escrow account) will fund the construction of the improvements as well as the construction management

14.I

services. The Developer is obligated to cover all contingency costs associated with the Three McSweeny Farms projects and will deposit additional funds as needed to cover any contingency.

ALTERNATIVE(S):

• Do not approve the amendment with KOA Corporation for Construction Management Services; or
• Provide additional direction to City Staff.

REVIEWED BY LEGAL:

☒ Staff report ☒ Resolution
☐ Ordinance ☒ Agreement

ATTACHMENT(S):

Attachment 1: Resolution - KOA amendment
Attachment 2: Agreement - KOA CIP 5697 Amendment 2

14.I

1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
CITY COUNCIL RESOLUTUION NO. 2022-xxx

CITY OF HEMET
Hemet, California
RESOLUTION NO. 2022-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF HEMET, CALIFORNIA, APPROVING A SECOND

AMENDMENT TO AGREEMENT FOR MCSWEENY

CONSTRUCTION MANAGEMENT SERVICES BY AND

BETWEEN THE CITY OF HEMET AND KOA

CORPORATION, AUTHORIZE THE CITY MANAGER TO

EXECUTE ALL CONTRACT DOCUMENTS FOR THE

MCSWEENY FARMS CAPITAL IMPROVEMENT

PROJECTS, AND AUTHORIZE THE FINANCE DIRECTOR

TO ESTABLISH AN UPDATED CONSULTANT
CONSTRUCTION MANAGEMENT BUDGET OF $245,670
WHEREAS, on October 8, 2019, the Hemet City Council approved the award of a construction management agreement in the amount of $156,370 to highest ranked firm, KOA Corporation; and
WHEREAS, due to construction delays beyond the control of the contractor, the Construction Management Services are needing to be extended; and WHEREAS, the First Amendment to Agreement for McSweeny Construction Management Services was executed on or around August 11, 2020, which extended the term of the agreement for 18 months from the original agreement date of October 8, 2019; and
WHEREAS, KOA has been providing Construction Management services since commencement of construction in late 2020 and is requesting a second amendment to the Agreement to extend the term of the Agreement for 30 months from the original Agreement date of October 8, 2019; and

14.I

1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
CITY COUNCIL RESOLUTUION NO. 2022-xxx
WHEREAS, the second amendment to the Agreement intends to increase the construction management budget to KOA by $89,300 to a total of $245,670; and WHEREAS, staff recommends the City Council approve the Second Amendment to the Agreement by and between the City of Hemet and KOA Corporation; and
WHEREAS, staff recommends the City Council Authorize the City Manager to execute all contract documents; and
WHEREAS, staff recommends the City Council Authorize the Finance Director to establish an updated consultant construction management budget of $245,670.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HEMET DOES HEREBY FIND AND RESOLVE TO:

1. Approve this Second Amendment to Agreement for McSweeny Construction Management Services by and between the City of Hemet and KOA Corporation; and

2. Authorize the City Manager to execute all contract documents.

3.Authorize the Finance Director to establish an updated consultant construction management budget of $245,670.

PASSED, APPROVED AND ADOPTED this 11th day of January 2022. ____________________________
Malcolm Lilienthal, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk

14.I

1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
CITY COUNCIL RESOLUTUION NO. 2022-xxx
State of California )
County of Riverside )
City of Hemet )
I, John Paul Maier, City Clerk of the City of Hemet, do hereby certify that the foregoing resolution was adopted by the Hemet City Council on the 11 th day of January 2022, and was passed by the following vote:

AYES: Council Members:

NOES: Council Members:

ABSTAIN: Council Members:

ABSENT: Council Members:
_____________________________
John Paul Maier, City Clerk

14.I

14.I

1 SECOND AMENDMENT TO

AGREEMENT FOR MCSWEENY

CONSTRUCTION MANAGEMENT SERVICES
by and between
the

CITY OF HEMET
and

KOA CORPORATION
Dated January 11, 2022

14.I

2 SECOND AMENDMENT TO

AGREEMENT FOR MCSWEENY

CONSTRUCTION MANAGEMENT SERVICES
This Second Amendment to Professional Services Agreement (“Second Amendment”), which is dated January 11, 2022, for reference as indicated on the cover page, is hereby entered into by and between the CITY OF HEMET, a California Municipal Corporation (“City”), and KOA CORPORATION, a California Corporation (“Service Provider”) as follows:

RECITALS
A. City and Service Provider entered into an agreement for Professional Services on October 8, 2019 (“Agreement”). The Agreement provides that Service Provider will provide construction management services for the three McSweeny Farms Capital Improvement Projects; and
B. On or about August 11, 2020, the Parties amended the Agreement by the First Amendment, extending the term of the Agreement for 18 months commencing on October 18, 2019; and
C. City has determined that Additional Work is needed in support of CIP 5697 and CIP 5698; and
D. The Parties now desire to amend the Agreement.

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. AMENDMENT:The Agreement is hereby modified and amended as follows:

1.1 Section 1 of the Agreement of the Agreement is hereby amended as follows:
“Subject to the provisions of Section 20 “Termination of Agreement” of this Agreement, the Term of this Agreement is for 30 months commencing on the date first ascribed above.

1.2 Section 4(a) of the Agreement is amended to read as follows:

Subject to any limitations set forth in this Agreement, City agrees to pay Service Provider the amounts specified in exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation including any reimbursement for actual expenses, shall not exceed two hundred forty-five thousand six hundred seventy dollars ($245,670),

14.I

3 unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement.

2. GENERAL PROVISIONS:

2.1Remainder Unchanged. Except as specially modified and amended in this Second Amendment, the Agreement remains in full force and effect and binding upon the parties.

2.2Integration. This Second Amendment consists of pages 1 through 4 inclusive, which constitute the entire understanding and agreement of the parities 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.

2.3Effective Date. This Second Amendment shall not become effective until the date it has been formally approved by the City Manager and executed by the appropriate authorizes of the City and Service Provider.

2.4Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of the First Amendment.

2.5References. 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 Second Amendment. [SIGNATURE PAGE FOLLOWS]

14.I

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

CITY OF HEMET
___________________________
Christopher Lopez
City Manager
ATTEST:

CITY CLERK
By: ________________________

APPROVED AS TO FORM

CITY ATTORNEY
By: ________________________

SERVICE PROVIDER
KOA Corporation.

By: _____________________________
Name: __________________________
Title: ___________________________
By: _____________________________
Name: __________________________
Title: ___________________________
NOTE: SERVICE PROVIDER’S SIGNATURES SHALL BE DULY NOTARIZED,

AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY

BE EREQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,

OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER’S BUSINESS ENTITY.

14.I

City of Hemet
City Council Meeting

STAFF REPORT

Meeting: City Council Meeting - Jan 11 2022
Department: Administration
Submitted by: Christopher Lopez, City Manager
Veronica Allen, Management Analyst;

☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing

TITLE:

A Resolution of the City Council of the City of Hemet, California, Approving an Agreement with eCIVIS for Grant Management Software in the Amount of $60,600.00, Authorizing the City Manager to Execute the Agreement and Related Documents, and Authorizing th e Finance Director to Record a Supplemental Appropriation in the American Rescue Plan, Fund 270

RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Adopt a Resolution of the City Council of the City of Hemet, California, approvin g an agreement with eCivis for Grant Management software in the amount of $60,000.00, authorizing the City Manager to execute the agreement and related documents, and authorizing the Finance Director to record a supplemental appropriation in the American Rescue Plan, Fund 270.

BACKGROUND:

The American Rescue Plan Act of 2021 was signed into law and includes a $350 billion allocation of Coronavirus State & Local Fiscal Recovery Funds (SLFRF) to state, local, territorial, and tribal governments, designed to bolster their response to the COVID-19 emergency and its economic impact.

The SLFRF provides funding to meet local needs including COVID-19 response, replacing public sector revenue loss, premium pays for essential workers, economic impact due to effects of pandemic and water, sewer, and broadband infrastructure. Of the $350 billion economic stimulus bill, the City will receive almost $22 million in direct one-time funding.

eCivis, a grant management software system, upon approval by the City Council, w ill be used to manage and monitor funds of new grant programs established using SLFRF funding, along with other City grant-funded programs. This is an approved expenditure using SLFRF funding per Question 10.2 in the SLFRF FAQS: https://home.treasury.gov/system/files/136/SLFRPFAQ.pdf. On January 6, 2022, the Treasury adopted the Final Rule governing spending guidelines for the American Rescue Plan Fiscal Recovery Funds Program. Altho ugh the final Treasury rule was changed, this is still an eligible expense. The eCivis grant management system aligns with the City's Strategic Plan goal to operate in a financially sustainable manner.

14.J

DISCUSSION:

After the adoption of the Strategic Plan, the City Manager's Office began a methodical process to consolidate and centralize the city's grants into one central location for administration and tracking. This consisted of the following:

1. Methodical review of all the City grants

2. Development of a Grant Inventory of active grants and ones that have been applied for

3. Continued management of the Community Development Block Grant program

4. Continual assessment of grant opportunities available to the City

5. Receiving and disseminating information related to grants from staff and Council

6. Coordination with City departments on grant applications

The inventory showed the following grants:

• 20/21 Office of Traffic Safety STEP grant
• 21/22 Office of Traffic Safety STEP grant
• 20/21 Office of Traffic Safety Records Improvement grant • 2020 Justice Assistance grant
• 20/21 State COPS allocation
• 19/20 State COPS allocation
• 2020 Coronavirus Emergency Supplemental Funding (CESF) grant • 20/21 County-wide Hazardous Materials Operations Group (CHOG) • County-wide Hazardous Materials Operations Group (CHOG) • Wildland Shelters grant
• Coronavirus Relief Fund
• Community Development Block Grant (Program years - 2019, 2020) • Community Development Block Grant 2021 - Active
• Community Development Block Grant 2022 - in process
• Community Development Block Grant - Coronavirus (CDBG-CV) • Outdoor Equity Grant - applied for and waiting for award announcements in Spring 2022 • National Fitness Campaign
• Santa Ana Watershed Project Authority (SAWPA) Prop 84 - collaborative agreement • Beverage Container Recycling City/County Payment Program • Used Oil Payment Program
• Literacy Grant
• Open Access+ grant
• 2020 Local Early Action Planning (LEAP)
• SB2 Planning Grant
• Permanent Local Housing Allocation (PLHA)
• 2008 and 2011 Neighborhood Stabilization Grant - currently inactive Total grants awarded and managed by the City total $28,899,082.

The item before the Council will provide a needed tool to track grant funding because of the large increase in grant funding received by the City as well as a recommended action given the Council's priority for grant funding. The City has always had the Community Development Block Grant (CDBG) as its largest grant fund. In 2020, the CDBG grant funding increased due to the COVID -19 pandemic and the U. S. Department of Housing and Urban Development allocating CDBG -coronavirus (CDBG-

14.J

CV) funding to local government agencies. As the pandemic continued and the need for funding resources increased, the federal government enacted the American Rescue Plan Act which therefore increased the City's grant funding with the one-time funding of almost $22 million. The increase in grant funding the City has received is apparent, and the need to track the funding is imperative to meet local, state, and federal reporting guidelines.

A centralized grant management software system will assist in grant funding recordkeeping.

The City receives grant funding opportunity notices via email from private, local, state, and federal funding sources. The City Manager's Office has also signed up to receive funding opportunities via email from Grant Management Associates. These emails on funding opportunities may or may not be of interest to the City and have to be researched for applicability. Some notifications are received by email from other staff members and Council members who have an interest in applyin g for a specific grant.

In the last several months, staff has applied for the following new grants:

1. State Parks Program Round 4 grant

2. Outdoor Equity grant program

3. National Fitness Campaign grant funding
Staff is currently working with the Fire Department on additional grants that they have identified as well as additional grants through the State of California including:

• Clean California Local Grant
• California Violence and Prevention Grant
• Collaboration with CalTrans District 8 on Clean California Maintenance Agreement

By applying for grants and being awarded grant funding, the grant funds open up the availability of using City funds for other needed activities/programs that don't have a f unding source available for such programs. Therefore, the need for a grant management system that will provide an electronic grant inventory of grants and their status, track and monitor expenditures for each grant funding source, and provide grant funding opportunities for the City to further the ability to request grant funding for projects that will benefit the community is being requested.

City Manager's Office staff obtained three quotes from grant management software companies and compared the functionality of the vendors. After an extensive review, eCivis was determined to have the most robust grant management software system. To make the determination on which grant management software company offered the best value, a matrix was created with grant management functionality provided by each company - please see Grant Monitoring Comparison Sheet Attachment

2. The quotes from the other two c ompanies - WizeHive and BGAPS are provided as attachments for reference.

The eCivis grant management software system is a fully integrated cloud -based system that propels the full grants management lifecycle. The eCivis software has three components. The se components are:
• Pre-award: is the grant funding opportunities functionality providing grant funding notices for the City
o Find relevant grants faster with an advanced multi-search engine o Improves collaboration with real-time tracking and updates from one system o Use the Previously Funded Award library to help cut writing grant writing time in half

14.J

• Post-award: is the function of tracking projects, goals, tasks, budgets, and documents o Track and report all projects and grant expenditures in one place o Report goals and objectives for each project
o Allocate and track multiple funding sources
o Import financial transactions from your existing financial system

• Sub-recipient manager – is the functionality to allow applicants to apply for grant funding with the City
o Centralize and streamline application intake, evaluation, and grant award process through one application portal
o Automate the intake and evaluation of grant applications o Keep sub-recipients on track by creating workflows and task reminders

The eCivis service agreement cycles are listed below and also represented on the attached quote.

Cycle 1: 1/1/2022 through 12/21/2022 for $60,600.00
Cycle 2: 1/1/2023 through 12/31/2023 for $53,200.00
Cycle 3: 1/1/2024 through 12/31/2024 for $53,200.00

With the increase in grant funds and grant funding opportunities, the City has also requested assistance for grant writing consultant services to increase the capacity as needed. The City has received quotes from grant writing services and is awaiting signatures on one finalized contract to gain the necessary expertise for additional grant funding opportunities. Once services are procured and these grant applications are successful, it wi ll open up City funds for other Council priorities and Strategic Plan initiative goals.

In order to have a full complement of grant writing services, other grant writing services contracts are being developed to have comprehensive grant writing services de pending on the specialized area needed. For example, some groups may specialize in grant writing for water or engineering projects, so staff is ensuring specialized services are retained as well. This will ensure that staff is prepared to jump on a grant opportunity when it is presented or identified.

The consultants retained to do grant writing services are necessary to assist with grant writing, to review and edit grant applications, and provide their expertise with the various federal, state, and private grant funding opportunities available to add capacity to the City's grant administration portfolio. In addition, the grant writing consultants have dedicated grant experts in a wide array of topics, a grant library with a robust database of grant profil es and summaries that provide key information to match a program with City needs, and can provide grant training that focuses on building capacity.

STRATEGIC PLAN INTEGRATION:

GOAL FIVE: ORGANIZATIONAL EFFECTIVENESS
To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

The proposed action aligns with Council's adopted objective: Operate in a financially sustainable manner; action item: Utilize grant writer to apply for grants in line with priority goals.

The grant management system will effectively manage and monitor grant funding for the City.

FISCAL IMPACT:

14.J

The grant management system is eligible under the American Rescue Plan Act under Administration expenditures. Year one of the service agreement will be funded by ARPA SLFRF funding, Fund 270 (Account 270 -1202-2260) in the amount of $60,600.00. Years two and three in the amount of $53,200.00 annually will be added to the Grant Administration budget and funded by ARPA SLFRF.

Grant writing services budget is included in the existing FY 21/22 Budget and no new appropriation is needed.

ATTACHMENT(S):

Attachment 1: City of Hemet - Carahsoft - eCivis Inc - 12.29.2021 - Quote 31494523 Attachment 2: Grant Monitoring Software Comparison Sheet Attachment 3: Quote - 2021 WizeHive Service Agreement
Attachment 4: Quote - L-Proposal for Grant Services City of Hemet Attachment 5: Hemet CA On-Call Grant Services
Attachment 6: TFG-Agreement for Services (Standard)
Attachment 7: eCivis Ferguson Group Resolution

14.J

GOVERNMENT - PRICE QUOTATION

CARAHSOFT TECHNOLOGY CORP
QUOTE DATE:

QUOTE NO:
12/02/2021
31494523

CONFIDENTIAL
PAGE 1 of 2

11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]

TO: Veronica Allen
Management Analyst
City of Hemet
Hemet, CA 92543 USA

FROM: Garrett Smith
Carahsoft Technology Corp.
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190

EMAIL:

PHONE:
[email protected]
(951) 765-3722
EMAIL: [email protected]
PHONE: (571) 662-3062 FAX: (703) 871-8505

Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1P3C5
DUNS No: 088365767
Credit Cards: VISA/MasterCard/AMEX
Sales Tax May Apply
RFQ NO:

SHIPPING:

TOTAL PRICE:

ESD
$60,600.00

TOTAL QUOTE: $60,600.00

LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE

NON-RECURRING ANNUAL FEE(S)
1 PS-30001-20-2 Implementation:20hrs support, migrate & train eCivis, Inc. - PS-30001-20
$0.00 OM 1 $0.00
2 PS-30001-28-2 Data Migration Support Hours
eCivis, Inc. - PS-30001-28
$185.00 OM 20 $3,700.00
3 PS-30001-29-2 Data Integration Support Hours
eCivis, Inc. - PS-30001-29
$185.00 OM 20 $3,700.00
NON-RECURRING ANNUAL FEE(S) SUBTOTAL: $7,400.00

RECURRING ANNUAL FEE(S)
4 BL-00000-04-2 City: Includes 2 base user subscriptions eCivis, Inc. - BL-00000-04
$0.00 OM 1 $0.00
5 GN-20001-42-2 City: Grantee Post-Award Software
eCivis, Inc. - GN-20001-42
$19,800.00 OM 1 $19,800.00
6 GN-20001-40-2 City: Grantee Pre-Award Software
eCivis, Inc. - GN-20001-40
$11,800.00 OM 1 $11,800.00
7 GN-20001-46-2 City: Competitive Award Management (Per App) eCivis, Inc. - GN-20001-46
$20,000.00 OM 1 $20,000.00
8 ULF-00000-41-2 City: Per user subscription fee (3-50) eCivis, Inc. - ULF-00000-41
$200.00 OM 8 $1,600.00
RECURRING ANNUAL FEE(S) SUBTOTAL: $53,200.00
SUBTOTAL: $60,600.00

TERMS: FTIN: 52-2189693 QUOTE NO: 31494523
Shipping Point: FOB Destination QUOTE DATE: 12/02/2021
Remit To: Same as Above QUOTE EXPIRES: 12/31/2021

14.J

Subscription Period(s) and Payment Terms
The Subscription Period of this Agreement will conclude 12/31/2024. Payment is due net 30 days from invoice date.

Subscription fees are due annually in advance and the services will be invoiced upon contract effective date due net 30.

Cycle 1: 01/01/22 through 12/31/2022 for the price
of $60,600.00 Cycle 2: 01/01/23 through 12/31/2023
for the price of $53,200.00 Cycle 3: 01/01/24 through
12/31/2024 for the price of $53,200.00

All Products Purchased under this agreement are available via Electronic Distribution only. No tangible media or documentation will be available or shipped under this agreement. Access to the products purchased under this agreement is in no way dependent upon any tangible media that may have been received prior to, or separately from, this agreement. To support the California sales and use tax exempt status of electronically downloaded software allowed under California regulation 1502 (F) (1) (D), vendor invoices for all purchases made under this agreement must accurately state that software distribution is solely via electronic download and that no tangible media or documentation will be shipped to or received by our agency.

Please include the following on your PO:
- PO made out to Carahsoft with our current address (11493 Sunset Hills Road, Suite 100. Reston, VA 20190) - Payment terms: Net30
- Ship to and bill to address listed

14.J

eCivis Master Subscription and Service Agreement

THIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF ALL OUR SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR

OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU

DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on April 7, 2020. It is effective between You and Us as of the date of You accept this Agreement.

Table of Contents

1. Definitions

2. Purchased Services

3. Use of the Services

4. Professional Services, Cooperation: Delays

5. Fees and Payment for Purchased Services

6. Proprietary Rights

7. Confidentiality

8. Warranties and Disclaimers

9. Limitation of Liability

10. Term and Termination

11. Governing Law and Jurisdiction

12. General Provisions

13. Mutual Indemnification

1. DEFINITIONS
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Agreement" means this eCivis Master Subscription and Service Agreement, including all exhibit s, order forms and addenda attached hereto to or made part of this agreement.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. “Professional Services” means work performed by Us for You by Our professional services division under this Agreement or any relevant purchase order. Such work may include, but not limited to, Grant Writing, Peer Review, Technical Assistance, Consulting, and/or Training services. "Purchased Services" means Services that You or Your Affiliates purchase under this Agreement for Grants Network™, Allocate™ products and Professional Services.
"Services" means the products and services that are ordered by You and made available by Us online via the customer login lin k at http://www.ecivis.com, https://www.costtree.net/ and/or other web pages designated by Us. "Users" means individuals who are authorized by You to use the Services, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users are limited to Your employees. Non-employees such as consultants, contractors and agents, and third parties with which You transact business may not be granted access.
"We," "Us" or "Our" means eCivis, Inc., a Delaware corporation, and Affiliates of eCivis, Inc. "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

14.J

"Your Data" means all electronic data or information submitted by You to the Purchased Services.

2. PURCHASED SERVICES

2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and any relevant purchase order or order form during a subscription term stated in such purchase order or order form. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

2.2. User Subscriptions. Unless otherwise specified in writing, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre -existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

3. USE OF THE SERVICES

3.1. Our Responsibilities. By 11:59PM on the day prior to the cycle start date, we shall: (i) provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failure s or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations applicable to Our provision of Our Services to Our customers generally, and subject to Your use of the Services in accordance with this Agreement.

3.2. Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 7.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

3.3. Your Responsibilities. You shall (i) be responsible for U sers’ compliance with this Agreement and any applicable order form, (ii) be responsible for the accuracy, quality and legality of Your Data, the means by which You acquired Your Data and Your use of Your Data with the Services, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with this Agreement, any applicable order form, the user guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity o r performance of the Services or third-party data contained therein or (f) attempt to gain unauthorized access to the Services or their related systems or networks. Any use of the Services in breach of the foregoing by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to any such suspension.

3.4. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on the number of licenses, grants or applications that can be managed in Our Grants Network™ product, on the number of grant applications, peer reviews and/or trainings provided by Us, or number of licenses provided for Allocate™. Any such limitations are specified in the signature page of this Agreement or an applicable order form.

3.5. Third Party Data. We do not own data or files submitted to Purchased Services by third parties. You assume all risks that may occur from downloading third-party data or files.

4. PROFESSIONAL SERVICES, COOPERATION: DELAYS

4.1. Should this Agreement include Professional Services as part of its User Subscriptions, each party agrees to cooperate reasonably and in good faith with the other in the performance of such Professional Services and acknowledges that delays may otherwise result. You agree to provide, or provide access to, the following as needed, and when applicable, for Services that require Us to be at Your location: office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, complete and accurate information and data from Your employees and agents, continuous administrative access to its ecivis.com account, coordination of onsite, online and telephonic meetings, and other resources as reasonably necessary for satisfactory and timely performance of the Professional Services.

4.2. Each party agrees its respective employees and agents will reasonably and in good faith cooperate with each other in a professional and courteous manner in the performance of their duties under this Agreement to complete such Professional Services.

4.3. It is understood by You that delays in providing material or information resulting in missed deadlines does not constitute non delivery of Professional Services by Us. We shall provide a reasonable timeline to ensure the delivery of Our Professional Services.

4.4. You shall provide to Us written acceptance of each Professional Service listed in Exhibit A attached hereto within 5 business days of Professional Services being delivered to You. Failure to provide written acceptance during this period shall be deemed acceptance of Professional Services delivered.

5. FEES AND PAYMENT FOR PURCHASED SERVICES

5.1. Fees. You shall pay all fees specified under this Agreement or in any order form. Except as otherwise specified herein, (i) f ees are based on Services purchased and not actual usage for Purchased Services, (ii) payment obligations are non-cancelable and fees paid are non-refundable and will not result in any refund or credit and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term.

5.2. Invoicing and Payment. Unless otherwise stated in this Agreement, invoice charge(s) are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

14.J

5.3. Overdue Charges. If any charges are not received from You by the due date, then without limiting Our rights or remedies, at O ur discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).

5.4. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collecti vely, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

5.6. Non-Appropriation. Purchased Services provided under the Agreement may be continued in succeeding subscription cycles for the term of this Agreement, contingent upon funds being appropriated by City Council or otherwise being available for this Service. In the eve nt funds are not appropriated or otherwise available for this Service, the Agreement shall terminate without penalty at the end of each subscription cycle. After that date, the Agreement becomes of no effect and is null and void. Non-appropriation or non-funding shall not be considered an event of default. However, You agree to use Your best efforts to have the amounts contemplated under the Agreement included in Your budget. Notice of non-appropriation, along with copies of council/board minutes recording the non-appropriation, for the subscription cycle non-appropriated or not funded must be provided in writing to Us by certified mail before the first day of the non-appropriated subscription cycle. In the event that notice and records of non-appropriation are not received before the first day of the non-appropriated cycle, this Agreement shall not terminate and full payment of the subscription cycle will remain due and payable.

6. PROPRIETARY RIGHTS

6.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights and all legally protectable elements or derivative works. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an order form, (ii) modify or create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) except to the extent permitted by applicable law, disassemble, reverse engineer or decompile the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

6.3. Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide th e Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein. If You choose to use a third-party application with a Service, You grant Us permission to allow the application and its provider to access Your Data as required for the interoperation of the application with the Service.

We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such application or its provider.

6.4. Your Data. You authorize Us to host, copy, transmit, display and adapt Your Data, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein. Unless otherwise specified in this Agreement or an Exhibit attached hereto, You shall be solely responsible for collecting, inputting and updating all Your Data. You shall review the accuracy of all data submitted into and through the Services and ensure the final accuracy of all reports or other outputs produced.

6.5. Suggestions. We shall have a royalty -free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

6.6. Your Equipment. You shall be responsible for selecting, obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking equipment, web servers, and Internet access, but excluding the Services (collectively "Equipment"). You shall be responsible for ensuring that the Equipment is compatible with the Services. You shall also be responsible for the security and use of the Equipment.

7. CONFIDENTIALITY

7.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information is subject to open records requirements defined by state statute, unless explicitly exempt under state statute. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all order forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (i i) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any order form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the

14.J

Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the D isclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

14.J

8. WARRANTIES AND DISCLAIMERS

8.1. Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with this Agreement, and (iii) We will use commercially reasonable measures intended to not transmit Malicious Code to You, provided it is not a breach of this subpart (iii) if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 10.3 (Termination for Cause) below.

8.2. Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so.

8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER

EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING

ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED.

9. LIMITATION OF LIABILITY

9.1. Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS

AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT OUT OF WHICH THE LIABILITY AROSE, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES).

9.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR

ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES

HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. GOVERNING LAW AND JURISDICTION

10.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California as it applies to a contract made and performed in such state.

10.2. Notice. All notices pertaining to this Agreement shall be sent via certified mail to: eCivis, Inc., Attn: James Ha, CEO, 385 E. Colorado Blvd. #260, Pasadena, CA, 91101. To expedite processing, an electronic copy can be sent to [email protected]. Notices to You will be directed to the “Customer” address listed on the first page of this Agreement.

11. GENERAL PROVISIONS

11.1. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department ([email protected]).

11.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensati on owed to its employees, as well as all employment-related taxes.

11.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

11.4. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

11.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. This Agreement shall be deemed as a joint work product of the parties and shall not be construed against either party as a drafter.

14.J

11.6. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwi se, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all order forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non- assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.7. Entire Agreement. This Agreement, including all exhibits, order forms and addenda hereto constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subjec t matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.

11.8. Equitable Relief. The parties agree that a material breach of Section 3.3 (Your Responsibilities), Section 6.2 (Restrictions) or Section 7 (Confidentiality) would cause irreparable injury to the non-breaching party for which monetary damages alone would not be an adequate remedy, and therefore the non-breaching party shall be entitled to equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.

12.11. Publicity. During the term of this Agreement, We may include Your name and logo in Our customer lists, including on Our website, provided that any such use shall be subject to Your prior written consent.

12.12. Authorized Reseller Status; Option to Purchase Affiliate Products. eCivis, Inc. is a subsidiary of GTY Technology Holdings Inc. (“GTY”) and an authorized reseller of products and services produced and provided by other subsidiaries of GTY (such subsidiaries, “eCivis Affiliates”). These products and services include software- as-a-service technology for the procurement and vendor supplier sourcing industry, digital services and payment technology through a software- as-a-service platform, software tools to streamline permitting and licensing services, and additional web -based budgeting preparation, performance, management and data visualization solutions (“Affiliate Products”). eCivis Affiliates include Bonfire Interactive Ltd., Bonfire Interactive US Ltd., Questica, CityBase, Inc., Open Counter Enterprise Inc. and Sherpa Government Solutions LLC . In addition to the products and services that are the subject of this Agreement, You have the option to purchase from either eCivis, as an authorized reseller, or eCivis Affiliates, Affiliate Products on terms and conditions, including pricing, to be agreed upon in writing by You and eCivis or You and the applicable eCivis Affiliate.

12. MUTUAL INDEMNIFICATION

12.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination. The above defense and indemnification obligations do not apply if (ii) a Claim Against You arises from the use or combination of the Services or any part thereof with software, hardware, data or processes not provided by Us, if the Services or use thereof would not infringe without such combination or (iii) a Claim Against You arises from Your breach of this Agreement or an order form.

12.2. Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data or Your use of Your Data with the Services, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of t he Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

12.3. Exclusive Remedy. This Section 13 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this Section.

14.J

QUOTE DATE:

QUOTE NO:
12/02/2021
31494523

CONFIDENTIAL
PAGE 8 of 2

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused to be executed this Agreement as of the Effective Date.

Accepted By: City of Hemet, CA Accepted By: eCivis, Inc.

By: ______ By:___________________________________________

(Authorized Signature) (Authorized Signature)

Name: ______________________________________ ______ Name: ______________________________________

(type or print) (type or print)

Title: ______ Title:_________________________________________

Date: Date:_ __

Accepted By: Carahsoft Technology Corp.

By:
(Authorized Signature)

Name:
(type or print)

Title:

Date:

• Send invoice to (if different than address above):

• [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

14.J

Grant Monitoring Software Companies
Functionality eCivis WizeHive BGAPS
Grant Opportunity Funding notices Y N Y - separate cost ability to email grant funding notices to staff/nonprofits Y N Y-separate cost Search tool for finding grants Y N Y-separate cost
Grant Monitoring capability Y Y Y
Calendar Y Y N
Assign Tasks Y Y Y
Grant Inventory/Dashboard Y Y Y
Financial Reporting Y Y Y
Budget Y N Y
Set up budget by Project Y not known Y
Drill down capability Y N N
Real time data update Y Y Y
Contact directory Y Y Y
Store documents Y Y Y
Task Management Y Y Y
Goals and Metrics Y Y Y
Activity Reports Y Y Y
Report Builder Y N Y
Note - other municipalities use the software Y Y Y
Grant Application capability (considered separate from Grant Mgmt system) Y - separate cost Y N Number of licenses 10 total 20-30 unlimited
Annual basis Annual basis Annual basis
Annual Cost - Grant Management System (first year) $44,300.00 $15,000.00 $39,960.00 Annual Cost - Grant Management System with Grant Application Functionality (first year) $60,600.00 $15,000.00 $64,460.00

14.J

WizeHive Order Form Version 3.16.21New Customer:City of Hemet, CAAccount Manager: Ari MichlovitzDate: 10/26/21 WizeHive, Inc.PMB 26324 North Bryn Mawr AvenueBryn Mawr, PA 19010 Customer Contact InformationPrimary contact: Veronica AllenAddress: 445 E Florida AvenueCity, State, Zip: Hemet, CA 92543Phone: 951-765-2301Email:[email protected] Billing Contact Information:Primary billing contact:Address:City, State, Zip:Phone:Email:

Key Dates Date NotesStart date of subscription TBDEnd date of subscription TBDTarget go-live date ASAPInitial term 1 Year Software License Agreement
ITEM Annual Subscription Price
Edition/Plan Level: Grant Tracking Mgmt Enterprise PlanIncludes [1] license to manage Hemet City-Wide GrantTracking-includes Single-Sign-On $ 15,000
Total Above: $ 15,000
Future years subscription price 5% Annual Subscription Increase unlessmulti-year

14.J

Professional Services
WizeHive offers our customers a variety of training, implementation, and support options. The followingoutlines the professional services you are purchasing at the time of the contract:
_X__ Access to training webinars, training videos, Knowledge Base [included in subscription]_X__ Fixed implementation fee___ Hours of professional services Professional Services Fee: $ 5,000
Sales Tax
WizeHive is currently required to collect state sales tax on our invoice in PA, CT, MA, MD, OH,Washington DC, IA and WA unless you are able to send us a state exemption certificate. Due to theconstantly changing nature of the state tax laws, we may become obligated to collect state tax Inadditional states at any time.Therefore, regardlessof what state you are located in, if you have a salestax exemption certificate, please supply a copy to us when you sign this Agreement in order to avoidthe imposition of sales tax with the current or any future payment under this Agreement.

Please indicate which applies:____ Your organization is tax exempt and we will provide a STATE sales tax exemption certificate.____ Your organization is taxable, but we are not located in one of the states listed above.____ Your organization is taxable in the state of : CA Total Contract Amounts & Payment Method
Year 1 Total Payment Amount: $ 20,000
Select Payment Method for Year 1:
[ ] Check for total amount due[ ] ACH for total amount due[ ] Credit card for total amount due * Payments are due and payable within 30 days of this agreement being signed.Fees due are net of anytransaction charges imposed by Customer’s payment agent.

Statement of WorkCustom SoW to be provided to City of Hemet upon completion of blueprinting call

14.J

Contract Notes● This agreement is governed by the standard WizeHiveterms and conditions located below.●This agreement is non-cancellable for the term agreed to above and all payments made are non-refundable.●After the initial term, this agreement will renew for successive one year periods unless cancelled by either partyupon written notice to the other made at least 60-days prior to the end of the then current term.

AGREEMENT
WizeHive and Customer agree that the above represents the terms of their agreement.

Agreed to
By Customer: City of Hemet, CA
Print Name: ______________________
Signature: ______________________
Date: ______________________
By WizeHive, Inc.:

Print Name: ______________________
Signature: ______________________
Date: ______________________
WIZEHIVE, INC.

Terms and Conditions

1. Agreement. This agreement ("Agreement") is between WizeHive, Inc. ("WizeHive") and the client or customerorganization(the"Company") specifiedintheaccompanyingonlineorprintedRegistration,Software&ServicesWorkOrder or statement of work for the provision of Services (the "Software &Services Work Order" or "Order") andconsists of these terms and conditions along with the terms of each Software &Services WorkOrder executedorsubmittedbyCompany. All Services providedunder anyOrder shall begovernedbyandsubjecttothisAgreement.Inthe event of anyconflict or inconsistencybetweentheterms andconditions belowandtheterms of anyOrder, theterms of such Order shall govern solely with respect to the Services provided under such Order.2. Access to and Use of Services2.1 Subject totheprovisionsoftheAgreement,includingallexhibits,schedulesandsupplementshereto,WizeHivehereby

14.J

grants to Company a limited, non-transferable, non-sublicensableandnon-exclusivelicense, duringthetermof thisAgreement, to access and use the Services in accordance with each Order. Inthis Agreement, WizeHive"Services"means the Wizehive.comand Zengine.comwebsiteandall relatedcontents, apps, products andservices, WizeHive,Zengine and other software, applications, interfaces and source code which WizeHive authorizes Company to usethrough the Wizehive.comor Zengine.comwebsiteor otherwise, andanyprofessional, technical or support servicesoffered by WizeHive in connection therewith.2.2 TheServices will beusedsolelybytheCompanybusiness unit(s)statedontheSoftware&ServicesWorkOrderbynomorethanthenumberofCompanyemployeesandcontractorsifalimithasbeenspecified("CompanyUsers")andforonly the specific Projects (as defined below) authorized. Companyagrees totakecommerciallyreasonablesteps toprohibit Company Users from(i) posting Company Data in violation of applicablelaw, regulationor theintellectualpropertyrights of anythirdparty; and(ii) usingtheServices inanymanner that couldresult in: (A) physicalorotherinjurytoanCompanyUseroranyotherpersonorentity;(B)commissionofacrimeortort;(C)harmtotheintegrityoftheServices or unauthorizedaccess todataoraccountsofthirdpartyusersorclients;or(D)postingofinformationorcontent that is unlawful, abusive, racially or ethnically offensive, defamatory, infringing, illegal, invasiveof personalprivacy or publicity rights, harassing, libelous or threatening.2.3 Company may not resell or otherwise transfer or allow the use of the Services, or any part thereof, directly orindirectly, by or for the benefit of, anyother personor organization(including, without limitation, Company’s otherbusiness units and Company’s present and future parents, subsidiaries and affiliates) without the prior writtenapproval of WizeHive.2.4 As between the parties, WizeHive owns and shall retain all rights, title, and interest in and to the Services, allcomponents thereof, includingwithout limitationall relatedapplications, user interfacedesigns, processes, softwareandsourcecode, andanyandall futureenhancements ormodificationstheretohowsoevermade,andallintellectualproperty rights therein. WizeHive ™and Zengine ™are trademarks of WizeHive. Companymaynot: (i) copy, alter,modify or adapt any component of the WizeHive Services, including without limitation, translating, decompiling,reverseengineering, disassemblingor creatingderivativeworks fromtheServices oranyrelatedintellectualpropertyof WizeHive, (ii) usetheServices todevelopor assist anyother persontodevelopaproduct or servicetoreplaceorcompetewiththeServices, or (iii) makeanycomponent of theServices availabletoanyotherpersonororganizationdirectly or indirectly, for any of the foregoing or for any other use not expressly authorized under a Software&Services Work Order, including, without limitation, by loan, rental, service bureau, external time sharingor similararrangement.2.5 WizeHivedoes not ownanydata, informationor materialthatCompanyorCompanyUserssubmittotheServicesinthecourseof usingtheServices ("CompanyData"). IntheeventthisAgreementisterminated(otherthanbyreasonof Company’s breach), WizeHive will make available to Company any Company Data then maintained under anysubscription or other fee-based Order, upon written request within 30 days after termination. Company has soleresponsibilityfor theaccuracy,quality,legality,appropriatenessandintellectualpropertyownershiporrighttouseofall CompanyData. WizeHivedoes not pre-screenCompanyDatabutitshallhavetheright(butnottheobligation)torefuse or to remove any Content that violates the Acceptable Use Policy or is deemed objectionable by WizeHive.

2.6 WizeHivemayprovideCompanywithuser IDs andpasswords for eachCompanyUser. CompanyUsers mayusetheWizeHive Services only through suchuser IDs andpasswords. Companyis entirelyresponsiblefor maintainingtheconfidentialityofuserIDsandpasswords.Companyisentirelyresponsibleforanyandallactivitieswhichoccurundereachuser IDandpassword. Companyagrees toimmediatelynotifyWizeHiveofanyunauthorizeduseofanaccountor any other breach of security known to Company.

2.7 As betweentheparties, Companysolelyshall beresponsibleforanyandallcommitmentsandobligationstoVisitorsarisinginconnectionwithanyProject (as definedbelow).Companyshallensurethepurpose,contentandoperationof eachProject complies withall applicablelaws andregulations governingthesubject matterofeachsuchProject,and neither the publication of Company Data nor collection or use of User Data in connection with any Projectviolatesanyapplicablelaw,regulationorthirdpartyright.AsusedinthisAgreement"Project"meansanyapplication,contest, scholarship, program, project, transaction or other business process managedbyCompanyinwholeor inpart usingtheServices. "Visitors" means anyindividuals other thanCompanyUsers whousetheServices toaccessCompany Data or participateinaProject. "User Data" means anyinformationor datathat canbeusedtoidentify,contact, or locate any single Visitor or CompanyUser, including, without limitation, email addresses, IPaddresses,geotags, logincredentials, names, mailingaddresses andphonenumbers. Companyacknowledges andagrees that,unless otherwiseagreedinwritingbyWizeHive,CompanyDataandUserDatashallnotincludeorbeassociatedwithany Protected Health Information (“PHI”) as defined by the Health InsurancePortabilityandAccountabilityAct of

14.J

1996 and its implementing regulations, as amended(“HIPAA”), andCompanyshall not uploador permit CompanyUsers or Visitors to upload PHI to the Services except in accordance with a separately written and executedHIPAA-compliant business associate agreement between Company and WizeHive.

3. Fees

3.1 CompanyshallpaytoWizeHivethechargesandfeesassetforthineachSoftware&ServicesWorkOrder.Allfeesandcharges exclude applicable taxes and are quoted and payable in U.S. dollars.

3.2 Initial payment for the Services is due on the effective date of each Order or as otherwise agreed between theparties. Initial setup, professional services, monthly, quarterly or annual subscription fees will also be paidinthemethod and in the time frame agreed intheOrder. Intheevent anyfees or charges arenot timelypaid, withoutprejudicetoanyotherremediesitmayhave,WizeHivemaysuspendanyorallServicesuponnoticetoCompanyuntilpayment in full is received. All amounts due under this Agreement will be paid by Company in full without anywithholding, set-off, counterclaimor deduction. Company will promptly pay all federal, state, andlocal sales, use,value-added, personal property, andother taxes of asimilar naturearisingas aresult of this Agreement,exceptfortaxes on WizeHive’s net income.

3.3 All payment obligations are non-cancelableandall amounts paidarenon-refundable. Unless otherwisespecificallystatedintheOrder,professionalservicehourspurchasedmustbeutilizedwithinsixmonthsofpaymentorthereafterexpire. Company is responsible for paying for all Company User licenses ordered for the entire license term, asindicated in the applicable Order ("License Term"), whether or not such user licenses areactivelyused. WizeHivereserves the right to modify its fees and charges as of the start of any License Termor renewal thereof, and tointroduce newcharges at any timenewfeatures areadded, uponat least 90days prior noticetoCompany, whichnotice may be provided by e-mail. Company shall treat any pricing terms not publicly available at the WizeHivewebsite as WizeHive Confidential Information.

4. Term and Termination

4.1 This Agreement shall commenceonthedateof thefirst Software&ServicesWorkOrderandcontinueineffectwhileanyperformancebyeither partyremains tobecompletedunderanyOrdersubjecttoterminationinaccordancewithsubsection4.2. ExceptasotherwiseexpresslyprovidedinanyOrder,uponterminationofthisAgreement,allServicesshall cease and Company will discontinue use of the Services.4.2 Either party may terminate this Agreement immediately upon written notice if the other party: (i) becomes thesubject of a petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter; (ii) makes anassignment for thebenefit of creditors; or (iii) breaches anymaterial obligationunder this Agreement (includingbutnot limitedtopayment obligations) andfailstocuresuchbreachwithin30daysafterdeliveryofnoticethereofbythenon-breaching party.4.3 Unless otherwisespecifiedinanOrder,eachOrderwillautomaticallyrenewattheendofitsinitialtermforsuccessiveone year renewal terms, unless either party notifies the other in writing at least 60 days prior to the applicablerenewal date of such party’s election to cancel renewal. Unless otherwise agreed in writing by the parties, uponrenewal of an Order, the annual subscription price and payment terms will remain the same.

5. Warranties

5.1 Each of WizeHive and Company warrants to the other that it has the right to enter into and perform this Agreement.

5.2 Company represents and warrants to WizeHive that (i) Company has the right toincludetheCompanyDataintheServices as contemplatedbythis Agreement, (ii) theCompanyDatadoesnotinfringetherightsofanyCompanyDataProviders or anythirdparties, and(iii) theCompany'sconductofeachProjectandstorage,use,copying,modificationanddistributionofCompanyDataandUserDatacurrentlycomplyandwillcontinuetocomplywithallapplicablelaws,decrees, directives, legislativeenactments, orders, ordinances, regulations, rules or other bindingrequirementsoforby any governmental authority.

6. Disclaimers and Limitations of Liability

6.1 COMPANY ACKNOWLEDGES AND AGREES THAT THE WIZEHIVE SERVICES ARE PROVIDED ON AN "AS IS," "ASAVAILABLE" BASIS. NEITHER WIZEHIVE, NOR ITS SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, OR LICENSORS(COLLECTIVELY, THE "WIZEHIVE PARTIES") MAKE, AND THEY HEREBY SPECIFICALLY DISCLAIM, ANY

14.J

REPRESENTATIONS, ENDORSEMENTS, GUARANTEES OR WARRANTIES, EXPRESS ORIMPLIED, INCLUDING, WITHOUTLIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, TIMELINESS, QUALITY, OR ACCURACY.

6.2 THE PARTIES SHALL NOT BELIABLE(JOINTLYORSEVERALLY) TOEACHOTHER, THEIRRESPECTIVEUSERS, VISITORS,CUSTOMERS OR ANY THIRD PARTY, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OREXEMPLARY DAMAGES, INCLUDING, WITHOUTLIMITATION, ANYLOSTPROFITS, LOSTDATA, LOSTSAVINGSORLOSTREVENUES (COLLECTIVELY "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT,CONTRACT, OROTHERTHEORYOFLIABILITY, EVENIFANYOFTHEPARTIESHAVEBEENADVISEDOFTHEPOSSIBILITYOFORCOULDHAVEFORESEENANYOFTHEEXCLUDEDDAMAGESIRRESPECTIVEOFANYFAILUREOFANESSENTIALPURPOSEOFALIMITEDREMEDY. INNOEVENTSHALL THELIABILITYOFTHEPARTIESTOEACHOTHERORANYTHIRDPARTY, WHETHER ARISING OUT OF ANY CLAIMRELATED TO THIS AGREEMENT OR THE SUBJECTMATTERHEREOF,EXCEED THE AGGREGATE AMOUNT PAID BY COMPANY HEREUNDER IN THE TWELVE MONTHS IMMEDIATELYPRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. Indemnification7.1 ByCompany. Intheevent of anyclaim, suit or actionbyanythirdpartyagainsttheWizeHivePartiesarisingoutoforrelated to: Company’s provision of any data or information to WizeHive (including any of the Company Data);Company's use or provision of User Data; Company’s breach of this Agreement or breach of any agreement,commitment or obligation to any Visitor or other third party; or Company’s violation of anylaw, decree, directive,legislative enactment, order, ordinance, regulation, rule or other binding requirement of or by any governmentalauthority, Company, at its expense, shall defendsuchclaim, suit or action,andshallindemnifyandholdharmlesstheWizeHiveParties fromandagainst anyreasonablyincurredexpenses (includinglegal fees) andall damagesassessed,awarded and/or fined by a court or other tribunal of competent jurisdiction in connection therewith.

7.2 ByWizeHive. Subject toCompany’s obligations underSection7.1,intheeventofanyclaim,suitoractionbyanythirdparty against Company for infringement under thecopyright laws of theUnitedStates attributabletothesoftware,contents or other works comprisingtheWizeHiveServices, WizeHive, at its expense, shall defendsuchclaim, suit oraction and shall indemnify and hold harmless Company from and against any and all damages assessed, costs,liabilities andexpenses (includingattorneyfees) awarded, and/or byacourt of competent jurisdiction.inconnectiontherewithprovidedthattheclaim:(i)doesnotarisefromanymodificationtotheWizeHiveServicesmadebyCompanyor anyother thirdparty; and(ii) does not arisefromthecombinationoftheWizeHiveServiceswithotherproductsorservices not suppliedbyorrecommendedbyWizeHive.ThisSection7.2shallbeCompany’ssoleandexclusiveremedyfor any infringement actions regarding the subject matter hereunder.

7.3 Indemnification Procedures. Theparties’ obligations under Section7.1(ByCompany) andSection7.2(ByWizeHive)shall becontingent ontheindemnifiedpartygivingtheindemnifyingpartypromptwrittennoticeofaclaim,provided,however, that failure of a party to give prompt notice shall not relieve the indemnifying partyfromits obligationsunder this Agreement unless theindemnifyingparty’sabilitytodefendorthedefenseismateriallyprejudicedbysuchfailure. Theindemnifiedpartyshall beentitledtoparticipateinthedefenseofsuchclaimandtoemploycounselatitsownexpensetoassistinthehandlingofsuchclaim.Theindemnifyingpartyshallhavetherighttoassertanydefenses,causes of action or counterclaims arising fromthe subject of the claimavailable to the indemnified party and itsaffiliates, andshall alsohavetheright tonegotiateasettlement of theclaim,subjecttotheindemnifiedparty’spriorwrittenconsenttotheextentsuchsettlementaffectstherightsorobligationsoftheindemnifiedparty,whichshallnotbe unreasonably withheld or delayed. The indemnified party shall provide the indemnifying party withreasonableassistance, at the indemnifying party’s expense.8. Confidential Information

8.1 Confidential Information. Each partyagrees that informationconcerningtheother’s partybusiness (includingthatof all corporateaffiliates andsubcontractors)is"ConfidentialInformation"andproprietarytothatpartyandshallbemaintained in confidence and not disclosed, used or duplicated, except as described in this Section. ConfidentialInformation may include, without limitation, information relating to and identified with customers, financialinformation, business strategy, intellectual property, software and software documentation, data, inventions,know-how,processes,informationrelatedtotheparty’scurrent,future,andproposedproductsandservices,andtheterms of this Agreement. Company Data shall be treated as Company Confidential Information.

8.2 The receiving party may use Confidential Informationonlyinconnectionwithperformanceunder this Agreement.Except for performance of this Agreement andeachOrder, thereceivingpartyshall not copythedisclosingparty’sConfidential Information or disclose such Confidential Information to persons who do not needsuchConfidential

14.J

Information in order to perform under this Agreement.8.3 Each party shall maintain an appropriate information security programand adequate administrative and physicalsafeguards toprevent theunauthorizeddisclosure, misuse, alterationor destructionofConfidentialInformation,andshall promptly inform the other party of any security breach or other incident involving possible unauthorizeddisclosureof or access toConfidential Information. Confidential Informationshall bereturnedtothedisclosingpartyupon request.

8.4 Exceptions toConfidential Information. Thelimitations ondisclosureor useoftheConfidentialInformationshallnotapplyif theConfidential Information: (i) was alreadyknowntothereceivingparty, other thanunder anobligationofconfidentiality, at thetimeof disclosurebytheother party; (ii)wasgenerallyavailabletothepublicorotherwisepartof thepublic domainat thetimeof its disclosuretotheother party; (iii) becomes generallyavailabletothepublicorotherwise part of thepublic domainafter its disclosureandother thanthroughanyact or omissionof thereceivingparty in breach of this Agreement; or (iv) was disclosed to the receiving party, other than under an obligation ofconfidentiality, byathirdpartywhohadnoobligationtotheother partynottodisclosesuchinformation. WizeHiveundertakesnoobligationtoCompany,CompanyUsersorVisitorstomaintainHIPAA-compliantdatasecuritysystemsorprocedures, unless and to the extent otherwiseagreedbytheparties under aseparatelyexecutedwrittenbusinessassociateagreement. Notwithstandinganythingtothecontraryinthis Agreement but subjecttotherequirementsofHIPAAandother applicablelaws,WizeHivemayuse aggregateddata,including,withoutlimitation,CompanyDataifitis anonymized in such a way as to reasonably protect its associated identity.

8.5 Required Disclosure. If the receiving party is required by law to disclose the disclosing party’s ConfidentialInformation, thereceivingpartymaydosowithoutbreachingthissection,butshallfirst,iflegallypermissible,providethedisclosingpartywithprompt noticeof suchpendingdisclosuresothatthedisclosingpartymayseektocontestorlimit such disclosure, and the receiving party shall provide reasonable assistance to the disclosing party therefore.

9. Dispute Resolution

9.1 This Agreement shall be governed by and construed in accordance with the law of the Commonwealth ofPennsylvania, without regard to its conflict of laws principles. Theapplicationof theUnitedNations ConventiononContracts for the International Sale of Goods is expressly excluded.

9.2 Any controversy or claimrelating to this Agreement that is not settledbytheparties andis not thesubject of anaction for preliminary or permanent injunctive relief shall be determined by binding arbitration before a singlearbitrator pursuant to the Commercial Arbitration Rules of the AmericanArbitrationAssociation(the"AAA"). Anyhearings requiredbythearbitrator oragreedtobythepartieswillbeheldinPhiladelphia,Pennsylvania,U.S.A.Iftheparties fail to appoint an arbitrator withinthirty(30) days, theAAAshall select thearbitrator promptlythereafter.Each party shall pay its own out-of-pocket fees (including attorney’s fees) and one-half the arbitrator's fees. Thearbitral awardwill befinalandbinding,andmaybeenteredandenforcedinanycourtofcompetentjurisdiction.Theparties agreethat all suchcontroversies or claims, includinganynegotiations, evidenceandsettlement terms,shallbe treated as Confidential Information of WizeHive under theconfidentialityprovisions of this Agreement, exceptthat the award entered in any court need not be filed under seal.

9.3 Companyacknowledges thatintheeventofabreachbyCompanyofthelicensingorconfidentialityprovisionsofthisAgreement, WizeHivewill suffer irreparableinjurynot compensablebymoneydamagesforwhichWizeHivewillnothave an adequate remedy at law and therefore WizeHive will be entitled (in addition to money damages) toinjunctiveor other equitablerelief toprevent or curtail anybreachthereof,threatenedoractual.Eachpartyherebyconsents totheexclusivejurisdictionof,andvenuein,anyFederalorStatecourtofcompetentjurisdictionlocatedinMontgomery County, Pennsylvania, for the adjudication of any request for injunctive relief hereunder.

10. Miscellaneous

10.1This Agreement supersedes all prior oral or writtennegotiations anddiscussions of theparties andconstitutes theentire agreement between the parties with respect to the subject matter hereof. No modification. amendment,supplement, or waiver of anyof theprovisionshereofshallbebindinguponanypartyheretounlessmadeinwritingand signed by the dulyauthorizedofficer of theparties hereto. This Agreement maynot beassignedbyCompanywithout theprior writtenconsent of WizeHive, andanyattempttodososhallbenullandvoid.ThisAgreementmaybeassignedbyWizeHivewithouttheconsentofCompany.Ifanyprovisionhereofshallforanyreasonbedeclaredtobevoidorillegal,theenforceabilityofthisAgreementoranyotherprovisionhereofshallnotbeaffected.Inaddition,theparties agreethatsuchvoidorillegalprovisionshallbeconstruedinamannerdesignedtoeffectuateitspurposetothefullest extentenforceableunderapplicablelaw.AllremediessetforthinthisAgreementarecumulativeandin

14.J

additiontoandnot inlieuof anyother remedythepartymayhaveatlaworinequity.Nolegalaction,regardlessofits form, relatedtoor arisingout of this Agreement, maybebrought byeither partymorethantwo(2) yearsafterthecauseof actionfirst accrued.Neitherpartyshallberesponsibleforanydelayorfailureinperformancesresultingfrom acts wholly beyond its control. Such acts shall include, without limitation, an act of God, an act of war orterrorism, ariot, anepidemic, fire, flood, oranactofgovernment.Notwithstandinganyexpirationorterminationofthis Agreement, the rights and obligations set forth in paragraphs 2.4, 5.2 and 6 through 10 shall survive suchtermination and remain in full force and effect.

10.2WizeHive may identify you (by name and logo) as a WizeHive customer on WizeHive’s website and on otherpromotional materials.

10.3The parties are independent contractors with respect to each other, and neither shall be deemed an employee,agent, partner or legal representative of the other for any purpose or shall have any authority to create anyobligation on behalf of the other. No third-party beneficiary rights are granted as a result of or pursuant tothisAgreement. AnynoticerequiredunderthisAgreementshallbeinwritingandmaybedeliveredbyemail,fax,courieror certified mail, return receipt requested to the address indicated in theOrder or suchnewaddress sent totheother party in accordance with this Section 10.3.

14.J

7545 Irvine Center Drive
Suite 200
Irvine, CA 92618
P (949) 589-6338
www.blaisassoc.com

GRANT RESEARCH, WRITING, AND MANAGEMENT SERVICES

August 26, 2021

Ms. Veronica Allen
Management Analyst
City Manager’s Office
City of Hemet
445 E. Florida Avenue
Hemet, CA 92543

Subject: B&A Proposal for Provision of Grant Services to the City of Hemet

Dear Ms. Allen:

Blais & Associates, LLC (B&A) is appreciative to learn that the City of Hemet is interested in engaging our professional grant services. It would be our privilege to serve and support you.

Attached is a summary letter proposal for the provision of grant services for twelve (12) months, from September 1, 2021 – August 31, 2022. B&A provides services on a customized basis, tailored to specifically meet the needs of our clients. This means the City of Hemet will only pay for desired services as requested and as work is performed.

B&A proposes to provide the following services to the City of Hemet:
• Grant Funding Needs Assessment (One-Time / Optional); • Base Grant Research and Support Services (Ongoing):
o Grant Monitoring/Intelligence/Fact Sheet Distribution (Monthly); o Monthly Grant Activity Report (GAR) calls and on-call "go" / "no go" consultation; • Grant Application Development (Quoted as Requested; estimated at three (3) grants); and • Post-Award Grant Reporting and Management (Optional and Quoted as Requested).

B&A will work together with you to schedule a one -time Grant Funding Needs Assessment to identify and align our grant strategy and activities to support the overarching strategy and goals of the City. For budgeting purposes, this proposal reflects a 12-month period. The attached proposal

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

estimates that the City will engage B&A for Grant Monitoring and Intelligence and Monthly Grant Activity Reports (GARs) and other on-call research consultation support. We recommend that the City approve development of grant applications (grant writing) and administration of awarded grants (grant management) on a project-by-project basis – for each of which B&A will provide a not-to-exceed quote.

We look forward to the opportunity to serve and support the City of Hemet. Our goal is to assist you to bring funding to key projects – to be your most efficient and effective option as a team.

Should you have any questions about the proposal, please contact me at (949) 589-6338. We look forward to working together with you.

Respectfully yours,

Jordan P. Carter
Chief Executive Officer

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

Proposal for Professional Grant Services – 12-Month Program

• Grant Funding Needs Assessment (One -Time / Optional). B&A recommends one -time development of a Grant Funding Needs Assessment, which will guide the strategy for all grant research and grant application development activities, in alignment with your objectives. B&A proposes to conduct the Needs Assessment virtually. Prior to meetings with staff, B&A will review your key documents, strategic plans, and other items. The purpose of the meetings will be to learn about key needs, gain insight into programmatic needs, and observe project site areas, if applicable. B&A will develop a comprehensive report that highlights the projects, goals, and objectives aligned with known grant programs. Included in the Needs Assessment will be a grants forecast/schedule, identifying general time frames within which key agencies are expected to issue solicitations. The Grant Funding Needs Assessment will enable you to budget potential match funding with the schedule of grant programs. B&A recommends a one-time Grant Funding Needs Assessment budget of $5,400.

• Base Grant Research and Support Services (Ongoing):

o Grant Monitoring/Intelligence/Fact Sheet Distribution (Ongoing). B&A will provide grant intelligence and monitoring services for all applicable federal, state, regional, and non-profit (project specific) grant funding opportunities and we will alert staff when an announcement is released. This effort includes notification of open grant solicitations utilizing our proprietary Fact Sheets. Historically, the research effort takes approximately 14 hours per month ($1,680) as part of a shared research group. B&A recommends an annual budget for grant monitoring of $20,160.

o Monthly Grant Activity Report and On -Call Grant Research Requests (Ongoing).

B&A will provide key decision- making guidance regarding the “go” or “no- go” determinations on specific grant programs, as well as respond to various questions from staff. B&A will maintain a Grant Activity Report (GAR) and organize monthly gra nt coordination conference calls (see attached sample GAR report for reference). The GAR ensures that all are aware of the s pecifics of each prospective grant program.

Historically across our client base, the monthly GAR and on- call research effort has taken approximately 10 hours per month ($1,200 ), comprised of on- call consultation, coordination, and staff support activities. Direct consultation time with the B&A supports your ability to achieve a high return on investment for grant program efforts.

B&A recommends an annual budget for monthly GAR and on-call grant research and support activities of $14,400.

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

• Grant Application Development (Quoted as Requested). Grant application developme nt activity levels are based on the availability of applicable grant programs, status, and availability of competitive projects for those programs, and independent determination of the grant agencies. The following budget estimate is based on our overall experience and understanding of your needs. B&A will provide “not-to-exceed” quotes for each grant application you would like to pursue. Once the quote has been approved, the B&A team will follow our proven standard process. B&A will submit grant applic ations, on-time and in accordance with all program guidelines. Per your request, B&A will estimate to develop three (3) mid- complexity applications in the next year as a reasonable estimate. B&A recommends an annual budget for grant application developm ent of $34,20 0 to pursue three (3) mid -complexity applications. As always, B&A will only charge as grant applications are approved to proceed.

• Grant Reporting and Management (Quoted as Requested). B&A has a dedicated and experienced grant management team standing ready to administer all the requirements and deadlines for any grants that you have been awarded. Grant management project engagement requests are processed similarly to grant application development project requests – a scope of work is defined, and an estimate is provided and reviewed before receiving authorization to proceed. As part of the quote process, B&A reviews the draft grant contract/agreement to ensure it aligns with the grant application (no major deviations in scope of work, schedule, and budget) and helps identify rules and regulations that may warrant increased attention and focus.

B&A will work with your staff and others to liaison with the funding agency (if desired) to negotiate or clarify any ambiguities. B&A team members have a deep background of experience drafting resolutions that may be required as a condition of receiving an award and can also assist to develop the accompanying staff reports or Board A genda document. The overall objective of our B&A grant management team is to ensure that a grant agreement is successfully executed on-time, that you can successfully administer and utilize a grant (given the conditions and requirements of the award), and the agreement correctly articulates the scope of work, budget, and schedule. A mid-complexity grant is estimated to take a level of effort of approximately 15 hours per month on average. B&A recommends an annual budget for grant management services of $21,600 per grant (on average). As always, B&A will only charge as grant management projects are requested and approved to proceed.

• BGAPS Grant and Project Management Software (Quoted as Requested). B&A developed a proprietary grant and project management software system to significantly improve and make more efficient the entire project management, coordination, reporting, and administration process from beginning-to-closeout of managing the full life of a grant award. Please see page 15 of this Proposal for more detail or please request a demo at any time to explore further.

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

Professional Grant Services – Budget Estimate Summary

Grant Funding Needs Assessment – One-Time Budget Estimate Activity Estimated Hours Estimated
Expenses
Estimated
Budget
Grant Funding
Needs Assessment 45 hours (one-time) Included; MS
Teams Meetings $5,400
Total One-Time Costs – Needs Assessment (45 hours) $5,400

Base Grant Research and Support Services – Annual Budget Estimate Activity Estimated Hours Estimated
Expenses
Estimated
Budget
Grant Monitoring/
Intelligence 14 hours/month Included $20,160
Monthly GAR/On-
Call Grant Research 10 hours/month Included $14,400
Total Annual Costs – Base Grant Research and Support (288 hours) $34,560

Grant Writing Services – Annual Budget Estimate (Quoted as Requested) Activity Estimated Hours Estimated
Expenses
Estimated
Budget
Grant Application
Development
Est. of one (1) mid-complexity
application (95 hours)
Minimal $11,400
Grant Application
Development
Est. of one (1) mid-complexity
application (95 hours)
Minimal $11,400
Grant Application
Development
Est. of one (1) mid-complexity
application (95 hours)
Minimal $11,400
Total Annual Costs – Grant Writing (285 hours) $34,200

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

Grant Management Services – Annual Budget Estimate (Quoted as Requested) Activity Estimated Hours Estimated
Expenses
Estimated
Budget
Grant Reporting,
Compliance, and
Management
(Post-Award)
Est. of one (1) mid-complex
application (15 hours per month)
BGAPS Platform
View Access
(based on
project)
$21,600
Total Annual Costs – Grant Management (180 hours) $21,600

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

Standard Fee Schedule – Calendar Year 2021

Description Fee
All Staffing (15-minute increments) $120/hour
Mileage (prevailing IRS rate) $0.56/mile
Travel (tolls, airfare, hotel, cab) Cost – no markup
Copies/Reprographics Cost – no markup
Courier, Postage, or Express Mail Cost – no markup
Conference calls and MS Teams Included

B&A reserves the right to adjust rates annually to align with the cost of doing business, typically on the anniversary of contract extensions or renewals. All out-of-pocket direct expenses are billed exclusively at cost (no markup). B&A provides monthly itemized invoices and can provide, upon request, receipts for all out-of-pocket expenses.

B&A works on a time and materials basis, providing services as-needed, billing in 15-minute increments, and providing detailed itemized monthly invoices. B&A contracts using a single blended rate of $120 per hour. This streamlined rate approach empowers clients with 100 percent availability to all B&A resources. Our proposed rates shall remain firm for a period of 180 calendar days from the date of submission of this proposal. Invoices are provided monthly, payable 30 days after receipt.

B&A actively and consistently implements “cost saving” best practices, including the following procedures:
• B&A carefully tracks, monitors, and only bills for actual time and materials expended on the project.
• All out-of-pocket expenses are billed at cost, without markup. • For bulk printing, B&A utilizes commercially available services for printing and copying (typically Staples) and is a member of their company discount programs, which significantly reduces the cost for reproduction.
• B&A utilizes commercially available delivery services (FedEx, UPS, or the USPS), as needed, for delivery of hard copy materials.
• B&A provides monthly itemized invoices and can, at your request, provide receipts for reimbursable expenses.

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

B&A OVERVIEW – METHODOLOGY AND APPROACH

Figure 1 represents the B&A Complete Grant Program Lifecycle, specifically identifying the phases, specific needs, and how B&A’s services enable our Clients to optimize and maximize their grant program success over the long term. B&A’s capabilities grew organically from the natural needs of our select clients. Since our founding in 2000, we have maintained steadfast commitment to transparent operations as a time and materials basis firm – invoicing only for actual hours as approved and expended on each individual project.

Our Client
Refresh
Needs
Assessment
Manage
Awarded
Funds
with
Precision
Develop
Winning
Grant
Proposals
Monitor &
Identify
Grant
Programs
Figure 1: B&A Complete Grant Program Lifecycle

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

GRANT FUNDING NEEDS ASSESSMENT

B&A recommends the one-time (non-recurring) development of a Grant Needs Assessment/Grant Strategy master document, which will guide all future grant research and development activities.

Typically, B&A conducts the grant needs assessment/grant strategy on site. However, due to COVID-19 restrictions, B&A proposes to conduct the Needs Assessment virtually. Prior to meetings (or calls) with City staff, B&A will review key documents including the Client’s Capital Improvement Program (CIP), strategic plans, current fiscal year budget, and other relevant items.

The purpose of the meet ing(s) will be to learn about key needs from staff, gain insight into new programmatic needs, and tour project site areas, if applicable. B&A will develop a comprehensive document/report that highlights the projects, goals, and objectives aligned with cyclical and other known grant programs. Included in the Needs Assessment will be a grants forecast/schedule noting general time frames in which key granting agencies issue solicitations. The Needs Assessment will enable the Client to budget potential match fu nding with the schedule of grant programs. This Needs Assessment document provides critical context in support of on-call grant research requests, which enables effective and targeted grant applications for Clients.

GRANT RESEARCH – GRANT MONITORING/INTELLIGENCE

Actively Identify Grant Resources. B&A researches, tracks, and identifies grant opportunities utilizing a systematic, daily process to find grant solicitations at the federal, state, regional, and local level. The research team in turn develops a Fact Sheet and attends workshops or webinars.

The Fact Sheet routinely provides the name of the funding agency, level of funding available, historic average awards for the program, due dates, eligible and ineligible projects or activities, program summary, and other critical details. In addition, our membership in the League of California Cities provides us with up-to-date knowledge regarding issues facing local and regional government agencies. B&A monitors propositions and legislative activities to underst and the potential impact on our clients and grant programs. Our two primary research team members have each been with B&A for over 12 years and have honed the research Client's system to be efficient and thorough. B&A uses the following methods to keep informed on current opportunities and to search for specific grants: Grant Calendar. One of B&A’s strengths is our understanding of federal, state, and regional grant programs and their funding cycles. Most grant programs are cyclical. At a glance, we can match your needs with the grant calendar to ensure we take advantage of the more common annual programs. Federal Funding. B&A monitors the federal government’s web portal daily for grant announcements. The portal lists every grant announcement issued by federal agencies. State Funding. B&A maintains a comprehensive list of all state agencies and their grant portals. Daily, the sites are monitored for new grant notices. B&A also stays current on bond measures or propositions that are passed through the general election process. The funding

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

provided by bond measures are summarized and will be communicated so projects can be identified and positioned as early as possible. Foundation Funding. B&A receives the “RFP Bulletin” weekly via electronic mail from the Found ation Center, which is the recognized portal for all foundation and not -for-profit funding nationwide. Local Funding. There are several regional agencies and planning organizations that have funding programs. These opportunities are tracked as well.

Pro-Rata Share for Grant Research, Monitoring, and Intelligence. B&A provides proactive grant notifications as part of our pro -rata Grant Research, Monitoring, and Intelligence service.

Should the Client utilize our grant research services, the Client will rece ive the benefit of early notification of open solicitations that meet the Client’s needs. This is a tangible advantage compared to agencies that are doing the research on their own. Another key benefit of B&A’s approach is that the Client will share the co st of research with all other full- service B&A clients.

This means that the Client will only pay for a small percentage of total research time.

GRANT RESEARCH – MONTHLY GRANT ACTIVITY REPORT
(GAR)

B&A recommends a regular (typically monthly) Grant Activity Report (GAR) conference call with key Client staff. This standing conference call (no more than 30 minutes) allows your Lead Associate to discuss open and active grant opportunities and potential projects. The GAR will identify all grants in the development process, those that have been submitted, grant awards, denied grants, and any special services provided.

Annual Roll -up Report with Return on Investment (ROI): B&A provides an executive level annual Grant Roll -up Report designed to give Client staff updates about the grant program accomplishments and Return on Investment (ROI).

GRANT RESEARCH – ON-CALL GRANT RESEARCH

At any time during our contract, the Client can request the Grant Research team to perform on-call research to investigate a specific grant program by contacting the Lead Associate and submitting a request. Internally, we coordinate to ensure that the research is conducted in a responsive, thorough, and timely fashion. This research may include contact with the funding agency to develop intelligence on the goals and objectives of the program or measure the agency’s interest in funding the project as contemplated or proposed by the Client. This is particularly valuable to the Client to evaluate a proposed project that does not initially appear to be eligible or competitive for the program. Our extensive list of contacts within grant funding agencies enables the B&A research team to gather useful information and actionable guidance for the team.

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

GRANT APPLICATION DEVELOPMENT

Our track record of clients winning between 60 to 80 percent of grant applications submitted in any given year proves our uniqueness within the field of professional grant writing over the long term. Our knowledge and experience with grant programs, daily research activities, and assistance with the “go” or “no go” decision- making process ensures that we are aware and knowledgeable of the programs and projects that granting agencies seek to fund. Our services are designed to ensure the Client maintains situational awaren ess of potential grants that support their specific needs, provide programs and services that utilize grant funds, and ensure proper grant administration, reporting and close -out administration for awarded grants. All B&A -written applications are custom developed, with detailed and tailored narrative sections, graphics, photos, and artwork. Unlike competitors’ processes, we do not employ cut -and-paste procedures, look- alike templates, or factory -style application approaches. The following summarizes B&A’s systematic grant writing process:
• Once the client has decided to pursue a grant, B&A carefully reviews the guidelines and develops a not-to-exceed (NTE) quote proposal outlining the estimated costs for B&A to assist the Client. This activity typically takes between one and three days to provide the Client with a detailed quote. Upon Client approval, B&A schedules all meetings, assembles stakeholders, and obtains relevant information from multiple stakeholders (via emails, phone calls, or virtual meetings) to develop targeted, effective grant proposal submissions. Throughout the grant proposal development process, B&A ensures that all required components of a proposal are included in the application for submission, ensuring adherence to grant evaluation criteria. • Based on the due date and proposal requirements, B&A develops an overall grant outline, called a Timeline and Checklist (T&C), which identifies a list of tasks to be accomplished, milestone dates to be met, and who will be responsible. B&A works with Client staff and team to determine writing assignments, including an estimate of how much Client staff time will be needed at the beginning of each project. This includes identifying who is responsible for completing the tasks and the dates tasks are to be completed. B&A strives to complete as much of the application independently as possible. B&A provides the leadership for the coordination of any necessary meetings, conference calls, or discussions. • B&A develops an application outline that includes the na rrative questions from the grant that need answering. B&A’s associates are skilled in developing narrative with compelling arguments, in active voice, and within any character limitations. Using this outline, B&A conducts a kick-off conference call discussing the grant program, the T&C, and application.

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

• Beginning with long-lead tasks, the B&A team researches necessary information, meets with appropriate staff, stakeholders, and consultants, and develops proposal language, including the scope of work, budget , timeline, justification, cost- benefit analysis, transmittal cover letter, and completes all necessary federal, state, and local forms, certifications, and assurances. B&A interviews key staff and/or other consultants to capture as much information about the project as possible. As needed, B&A can also develop Staff Reports and Resolutions for Board or Council authorization regarding the submission of the grant proposal and/or local match funding commitment, etc.
• B&A provides budget guidance and justificat ions in alignment with Client policies and personnel guidelines and in conformance with grant solicitation requirements. • Concurrently, B&A determines the role of any stakeholders and identifies those stakeholders in coordination with staff and consultants. B&A will work with staff to identify stakeholders for Letters of Support (LOS) and will develop the LOS for distribution. Except for elected officials, B&A will distribute the LOS for signature and will track letters to ensure they are returned. Due to th e sensitivity of the political environment, it is best that LOS for elected officials be distributed by Client staff. B&A will assist to the maximum extent practical. • B&A attends any pre -proposal conferences, etc. hosted by the grant making agency. B&A collects data and photographs as independently as possible from existing resources such as General Plans, California Communities Environmental Health Screening Tool (CalEnviroScreen), Google Earth, and Virtual Earth. All B&A team members are trained in the use of these tools; no outside consultants are required. • B&A determines if any special graphics, artwork, maps, etc. are needed and incorporates those figures into the proposal as soon as possible. B&A generally develops the graphics, maps, and artwork in-house. If specialized GIS maps are required, B&A has a standing relationship with GIS specialists to perform these tasks; however, most grant applications do not require highly detailed graphics and we have been very successful with our internal map development. • B&A conducts any greenhouse gas reduction, water savings, energy savings and other calculations, as necessary. B&A staff are trained in the calculation tools accepted by most grant funding agencies including the California Air Resources Board emis sion reduction and greenhouse gas reduction tools. B&A maintains relationships with specific technical or engineering firms that can provide access to other modeling tools. • B&A manages and incorporates all edits to grant proposals to ensure consistency of messaging, integration of grant requirements and succinctness prior to final Client review and submittal to

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

the funding authority. B&A provides draft copies of grant proposals (80 percent and 100 percent) to the Client with an adequate amount of time to allow for feedback and final editing.

The policy is to provide at least 72 hours for review time (longer if possible). B&A then reviews and incorporates the edits or discusses any edits that might impact the scoring of the project or exceed proposal limitations. The 80 percent draft is intended to ensure the technical aspects of the proposal are accurate and consistent with the goals of the Client, including the budget. The final (100 percent) draft ensures the Client and B&A are comfortable with the final application and there is an opportunity to interject any of the Client’s final adjustments, signatures, and approval to submit.
• If hard copy applications are required for submission, B&A makes all required copies and ensures proper delivery by the due date. Associates have full authority to ensure delivery through any means necessary. If submitting electronic applications via the internet, B&A coordinates any password or authorization requirements as early as necessary to ensure the timely submission of e-grants. B&A has never missed a grant deadline. • B&A maintains a comprehensive project file – containing all facts, data, statistics, and narrative collected and written as part of assigned projects – throughout the development process, which is provided to Client staff for future use once the grant application is submitted and/or approved. Documents are provided to the client, complete with all research materials and work products. NOTE: B&A does not retain any ownership rights for any work products developed under a contract with a government agency. All original work products are provided to the client via link to our B&A system, Egnyte. All electronic files are in Microsoft Word, Excel, PowerPoint, or other appropriate software.
• In the case that a grant proposal is denied, B&A will coordinate with staff and the granting agency to request a debriefing. Debriefings are extremely valuable because the team can determine why the grant was denied and receive recommendations to strengthen the proposal for the next grant cycle.

While the application is undergoing development, B&A will continually assess and score the project and application against the program requirements to ensure that it remains highly competitive. As a project, grant writing is unique because there is a hard deadline that must be met. B&A controls the schedule because it is crucial that the application be submitted on time. Our staff is cognizant of the need to deliver the 80 and 100 percent complete drafts on schedule and are given full latitude to ensure delivery of the application. We have had occasions where extreme measures were taken due to failures with FedEx – and the application was still delivered on time.

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

GRANT REPORTING AND MANAGEMENT SERVICES

B&A stands ready to successfully secure and manage grant funding for the Client. Grant management requests are processed identically to grant writing requests – a scope of work is defined, and an estimate is provided and reviewed before receiving authorization to proceed. The following examples are typical grant reporting and management services for B&A clients:

Grant Compliance and Administration Services. B&A has provided post -award grant management assistance for approximately 80 funding agreements dating back to 2007. Thes e funding agreements range in size from $40,000 to plant trees along a trail to over $72 million to construct a wastewater facility. Our experience with compliance and reporting requirements is also significantly varied and includes a myriad of topics incl uding environmental law (including NEPA), human subject protection, prevailing wage, Buy America, American Iron and Steel, and many others. Each assignment is approached with the same level of enthusiasm and attention because we know your ability to receive future grant awards is dependent on successfully managing and closing out current grant awards with no audit findings.

For new grant awards, B&A reviews the draft grant contract/agreement to ensure it aligns with the grant application (no major deviations in scope of work, schedule, and budget) and helps identify rules and regulations that may be of concern. B&A will work with Client staff and others to liaison with the funding agency (if desired) to negotiate or clarify any ambiguities. B&A staff are experienced in drafting Resolutions that may be required as a condition of receiving an award and can also assist in developing the accompanying staff reports or Board agenda document. The objective is to ensure that a grant agreement is successfully executed on time, that the Client can successfully administer the grant given the conditions of award, and the agreement articulates the scope of work, budget, and schedule correctly.

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

GRANT REPORTING AND MANAGEMENT SOFTWARE
Blais Grant and Project Management Solutions TM (BGAPS).

B&A developed a proprietary and patent -pending grant and project management software system called BGAPS which
improves the crucial link between a Program Manager’s efforts and the regulatory requirements, reporting, metrics tracking, document control, rei mbursement process, and auditing. The software system streamlines the entire grant management and project/program management process. It was developed
specifically to meet the needs of program managers, finance, auditing, compliance, and executives.

Auditors can also be provided temporary and limited access to all documents needed and available for their review. B&A’s proposed team uses BGAPS extensively to develop and manage the program’s schedule, compliance requirements, metrics, budget, requests for reimbursements, and document storage/retention, and other items as identified throughout the performance period of the assignment. The BGAPS software -as-a-service (SaaS) system is Cloud -based and built on .Net MVC technology with Azure SQL as the backend and hosted on Microsoft Azure – some of the most trusted tools and names in the software development industry. Documents are protected and stored using Microsoft Azure blob storage. The entire system is built with three levels of redundancy and meets HIPAA security standards.

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

B&A BEST PRACTICES – QUALITY ASSURANCE STANDARDS

B&A takes pride in being able to say that we have never missed a deadline across all grant writing and grant management assignments for over 20 years. We are often asked to provide 3–4- week quick turnarounds on grant writing applications, and we do so by employing our B&A best practices. Our internal tools are required to be us ed by all associates regardless of how small or large an assignment. In addition, associates are required to host internal check- in meetings with the team leader and identify obstacles that could impact a schedule or budget. If needed, we will augment the team with additional B&A staff to successfully complete an assignment; however, most of the time, that is unnecessary, as we adhere to our B&A quality control policies as follows:

Completion of Projects On-Time and On-Budget. Because B&A is a time and materials company and provides not-to-exceed quotes for all assignments, staying within the allocated budget is rarely cause for concern for a client. To remain on time and on budget, B&A uses an internal system called Replicon that allows associates to input their time (in 15 -minute increments) by client and by project. When a new project is assigned to B&A, the project and time allocated is entered into Replicon. As associates work and bill their time as expended toward the project’s budget, reports are generated at certain intervals that allow team leaders to view the time remaining on a project.

B&A also mandates the use of a Cloud- based file sharing system (Egnyte) to maintain client documents. This creates significant synergy and efficiency internally between B&A associates and externally with our clients. Egnyte can also serve as an FTP site allowing files to be uploaded or downloaded and used as a central filing system during an active assignment.

Managing Schedules, Milestones, and Timelines. All assignments use the B&A Timeline and Checklist (Grant Writing) or BGAPS Project Schedule (Grant Management) structured templates to manage an assigned project. Theses templates are presented at kick -off meetings and are a standing agenda item for check -in calls. These tools include a schedule of milestones and items required from the client to be successful. All assignments include interim check- in calls (both internal and external) as needed from project inception through to final due date or close-out date.

Internal Review Procedures to Ensure Quality. All written materials undergo at least one level of internal/peer review by a senior associate or higher -- ideally with expertise in the subject matter.

This includes a thorough review of 80 percent draft and 100 percent final documents using B&A’s check-off list.
• Drafts shall be provided to client allowing at least 48-hours for review (longer if possible).

All reviews must be performed with hard copies and math computations must be double - checked using a calculator (not Excel). On-screen reviews are not allowed.

14.J

Ms. Veronica Allen
City of Hemet

GRANT RESEARCH, WRITING, AND MANAGEMENT

• All information obtained from a third party must be sourced as a footnote within any document prepared by B&A. Sources may be removed at the discretion of the client; however, during the 80 percent and 100 percent review process, sources must remain.

• Long lead items should receive priority to ensure smooth delivery of documents, requests for reimbursement, quarterly reports, etc. This includes any document that requires Client Council approval, such as Resolutions.

• All online submissions must have portal logins and registrations confirmed at least three weeks prior to due dates, if possible.

• All files should be maintained in Egnyte (no off -line file saving) and follow regimented naming and filing protocols established within the B&A architecture.

• Conference calls, including MS Teams meetings, shall be initiated 5- 10 minutes prior to the start time to ensure B&A associate(s) are waiting and ready for the call and to attend to any technical difficulties. MS Outlook invitations must be sent to all attendees with clear instructions on how to participate.

• Agendas and meeting notes are required for all formal conference calls. Meeting notes must follow the established B&A format and action items must be communicated to applicable team members (both internal and external) within 24 hours of said call/meeting.

• The quality of the final product (including the use of professional graphic artists) must be balanced with the project type, funding agency perception, and available budget.

• B&A staff are authorized to go to any length within the client’s authorization to ensure on- time delivery, to include reprints, using third- party sources at the location of the funding agency, and courier by air travel.

14.J

January 5, 2022

Ms. Veronica Allen
Management Analyst
445 E Florida Avenue
Hemet, CA 92543

Ms. Allen:

The Ferguson Group, LLC (TFG) welcomes the opportunity to provide on -call grant consulting and writing services to the City of Hemet, California. For nearly 40 years, TFG has led the way in the federal, state, and private grant space. We offer a full suite of grant support services, providing our clients a competitive advantage in securing highly sought-after grant dollars. We specialize in representing public and private entities who share our passion for building strong and vibrant communities. Competitive grants and loans provide cities, counties, special districts, and other public agencies, as well as institutions of higher learning, hospitals, and non-profit organizations, with the opportunity to substantially enhance local resources. Our expert team has secured almost $1 billion in competitive funding, grants, and loans for our clients since 2015.

Proposed Scope of Work
TFG will provide the following Grant Services to the City of Hemet on an as needed basis:
• Access to dedicated grant experts
• Grant Writing
• Grant Review and Editing
Additional grant-related services are available at the request of the City of Hemet. See attached Overview of Grant Services for additional details on additional TFG Grant Services, available upon request.

Fee
TFG will provide on-call grant services to the City on either an hourly basis or fixed fee per grant, not to exceed $40,000 annually. TFG will work with the City on a per-grant basis to determine the most cost-effective approach. TFG fees include all direct labor, overhead (including general and administrative expenses), other direct costs, subcontractor costs, fixed fees, miscellaneous incidental services, and al l applicable taxes. While the TFG Grants Team usually works electronically, if the City requests an on-site meeting, travel time and expenses incurred will be billed accordingly, within the above stated annual cap on total fees.

We are grateful for the opportunity to assist the City of Hemet in its efforts to maximize access to federal assistance through the competitive grant process.

Sincerely,

W. Roger Gwinn
CEO

14.J

TFG Grants
TFG Grants Overview
For nearly 40 years, TFG has led the way in the federal, state, and private grant space. We offer a full suite of grant support services, providing our clients a competitive advantage in securing highly sought-after grant dollars. We specialize in representing public and private entities who share our passion fo r building strong and vibrant communities. Competitive grants and loans provide cities, counties, special districts, and other public agencies, as well as institutions of higher learning, hospitals, and non -profit organizations, with the opportunity to substantially enhance local resources. Since 2015, TFG has helped our clients secure nearly $1 billion in competitive federal, state, and foundation funding .

City of Hemet On-Call TFG Grant Services
TFG will provide the following services to the City of Hemet.

Dedicated Grants Expert/Team
The City of Hemet has been assigned a dedicated grants expert to serve as a liaison to its staff. This expert will help navigate the complex grant world to ensure the most efficient and effective use of staff time when pursing grants.

Grant Writing
Preparing winning grant proposals takes time, skill, and knowledge. The City of Hemet will have access TFG’s experienced grant writers to take the City’s grant project idea from the start of the application to submission.

From filling out federal forms to crafting a persuasive and compelling grant narrative and corresponding budgets, TFG will ensure that the City is able to submit a complete and competitive application on time.

Grant Editing and Review
The City of Hemet can access TFG grant writing experts to edit and review City written grant proposals to improve chances of securing funding. TFG staff will expertly review your application against the funder’s requirements, suggest content edits, and provide recommendations on how to improve your narrative before you submit. Page 42 of 73

14.J

TFG Grant Services and Pricing 2
Additional Services Available
TFG also offers the following grant services:

Grant Alerts and Weekly Grant Updates
TFG publishes grant alerts on priority grants as they are noticed or published. On high priority grants or those with a short turnaround, TFG frequently distributes alerts regarding grant opportunities before their official release. Each Friday, we issue our Weekly Grant Update that provides a recap of federal grant solicitations that were published that week to ensure you don’t miss out on any opportunities.

Library of Grant Funding Guides and Grant Profiles
Interested in knowing what grants are available on a broad topic? Look no further than TFG’s Library of Grant Funding Guides. Each Funding Guide provides an overview of grant programs and relevant information such funding level, match requirements, eligible applicants, and use of funds in a specific issue area. Our library includes guides covering a wide array of topics such as:
• Law Enforcement
• Homelessness
• Fire Departments
• Parks and Recreation
• Broadband
• Libraries and Museums
• Water and Wastewater
• Transportation
Economic and Community Development
• Substance Abuse
• Coronavirus and COVID-19
• Renewable Energy
• Electric Vehicle and Charging Technology
• Infrastructure Investment and Jobs Act of
2021
TFG’s Grant Library also includes a robust database of grant profiles and summaries that provide the key information you need to match a program with your needs and build a winning grant proposal. We present the information included in the grant solicitation in an easy -to-follow manner and augment it with additional background information on the program and the types of projects it has funded in the past.

Custom Project Specific Grant Research and Funding Strategy Looking for funding for a specific project? TFG conducts grant research on the federal, state, and foundation levels and will create a customized funding strategy geared to support your project. We will provide you with relevant grant information, as well as recommendations on funding opportunities to target, that is specifically tailored to your project and your community. Our grant research will not only look at open, available programs, but will also focus on grant programs expected to be released in the future, helping you to stay “ahead of the game” and be prepared.

Database of Successful Grant Applications
TFG has a database of over 600 successful grant applications from a variety of programs to help inspire and guide the preparation of your successful grant submissions. Reviewing past applications also allows TFG grant experts to identify trends in funded projects that can help frame how to present a project in a future

14.J

TFG Grant Services and Pricing 3
application under the program. TFG grant retainer clients are provided full access to the database and are able to personally view successful grant applications on their own.

Needs Assessments and Strategic Grant Outlook
Succeeding in grants means knowing your priorities and planning ahead . To gain an in-depth understanding of priority grant projects, TFG establish an online project portal where priority project information can be submitted for grant research support. Based on our team’s knowledge and experience, we will closely identify, forecast, and monitor relevant funding opportunities that meet your specific needs. Our Strategic Grant Outlook also allows your staff to know what is on the horizon and be prepared when a notice of funding availability is announced.

Grant Debriefs
Grant debriefs are important, especially if it turns out that your application didn’t get funded. TFG staff will help guide you through the grant debrief process and set up consultation with the funding agency in order to put your next applications in the best position to effectively compete in future solicitations.

Grant Training
We focus our grant training on building capacity, helping position you for success in the often-complex grant process. TFG offers training on grant basics, project prioritization, grant researching, and grant writing. TFG also has established partnerships with other grant training professionals that specialize in post -award management who can be accessed to support grant management training needs. We can provide training on a one-one-basis or through larger workshops dependent on your needs.

Grant Project Advocacy
TFG helps secure congressional support, including support letters, and backing from strategic partners, to bolster grant applications. Federal grants are highly competitive and, more often than not, broad support for a project application can make the difference between a winning application and a highly ranked application that does not make the final list of awardees.

Congressionally Directed Spending (Earmarks)
If your congressional delegation engages in the appropriations earmarking process, TFG can assist in seeking direct federal support for your priority projects. TFG works within these processes to advance federal programs of importance and advocates for the adoption of legislative language to help increase access to federal funding for local communities. In addition to researching grant and financing opportunities for your projects, TFG will identify and pursue authorization and appropriations opportunities that support your priorities.

TFG has a long, multi-decade record of success in the annual budget, appropriations, and earmarking processes. In the years leading up to the 2010 ban on earmarks, TFG helped its clients secure, on average, $500 million annually through the appropriations process. In 2021, with the return of earmarks on a very limited scale, TFG worked with 36 of our clients who have secured more than $44 million in earmarked funds on the House side alone.

14.J

TFG Grant Services and Pricing 4
Grant Services Pricing
Having worked with public sector clients for 40 years, TFG recognizes that each community is unique and has differing needs when it comes to grants. As a result, TFG has developed a grant services approach that can be customized to meet your exact needs and requirements.

Grant Services Retainer
TFG’s Grant Services Retainers offer flexibility in the level of service provided, discounts on additional services, and greater budget certainty. The table below outlines the three packages of grant services available and their respective monthly fees. In addition, all retainer clients, regardless of selected tier, will receive an approximate 15% discount on additional TFG services outlined in the following tables.

Tier 1
($1,000/month)
Tier 2
($2,500/month)
Tier 3
($5,000/month)
Dedicated Grant Expert/Team   
Weekly Grants Update and Alerts   
Library of Funding Guides and Grant Profiles   
Access to Successful Grant Application Database   
Custom Project Specific Grant Research and Funding
Strategy or Needs Assessment and Strategic Grant Outlook 3 projects 5 projects OR Needs Assessment Unlimited
Grant Writing 15% discount 15% discount 15% discount
Grant Project Advocacy 
Grant Editing and Review 
Grant Debriefs 
Grant Training 
Congressionally Directed Spending (Earmarks) Negotiated Fee Based On Scope Grant Writing – As Needed, Per Grant
To provide greater transparency in the cost of grant writing services, TFG has created the grant writing service fee table below, which provides the average cost for grant writing services based on the narrative page limitations imposed in the grant application. Grant applications vary widely with respect to complexity and level of effort required to complete them. If you are interested in securing these services, T FG will provide you with a tailored cost proposal that reflects the level of effort required to draft the narrative and non-narrative elements such as forms, budgets, logic models and Benefit-Cost Analysis. Exceptions do occur based on the complexity of the grant application, but we work hard to keep costs in line with the pricing guideli nes outlined.

Workload
(low to high)  Type of Grant  Narrative Page
Length
Approximate
Average Cost
15% Retainer
Discount Cost
Level 1  Small, well defined request  6-10  $5,000  $4,250 Level 2  Small, full grant application  11-15  $9,500  $8,075 Level 3  Medium, full grant application  16-20  $14,500  $12,375 Level 4  Large state or national foundation
or medium federal grant  21-25  $18,000  $15,300
Level 5  Large federal grant application  26-30  $21,000  $17,850 Last minute emergency grant writing requests are subject to a 25% markup.

Where efficiencies are built into a grant writing process, such as in the case of a grant rewrite or a joint application scenario, a further discount may be applied depending on the circumstances.

14.J

TFG Grant Services and Pricing 5
A La Carte Grant Services
Price 15% Retainer
Discount Cost
Weekly Grants Update and Alerts $100/monthly 
Library of Funding Guides and Grant Profiles $100/monthly  Access to Successful Grant Application Database $100/monthly  Custom Project Specific Funding Strategy $3,000/guide $2,550 Grant Writing See grant writing table or
hourly rate
See grant writing table or
hourly rate
Needs Assessment and Strategic Grant Outlook $10,000 $8,500 Grant Project Advocacy $350/hour $300/hour
Grant Editing and Review $175/hour $150/hour
Grant Training $3,500 - $7,500 $2,975 - $6,375
Grant and Advocacy Team Hourly Rate
Additional services, such as grant research, grant review, and grant training, as well as assistance with all aspects of grant-related advocacy and policy, may be needed that extend beyond the scope of the base retainer tier selected. In those cases, TFG will perform requested grant -related services at a rate of $165/hour.

Last minute requests for additional grant-related services are subject to a 25 percent mark-up.

If the assistance of TFG’s professional lobbying staff is required for project advocacy and political positioning, the hourly fee will be $350/hour. If you are a retainer client our hourly rate will be discounted to $300/hour.

Such services will be clearly delineated in the cost estimate for each project.

Expenses
TFG fees include all direct labor, overhead (including general and administrative expenses), other direct costs, subcontractor costs, fixed fees, miscellaneous incidental services, and all applicable taxes . While the TFG Grant Team usually works electronically and virtually, if a client prefers an on-site meeting, estimated travel time and expenses will be billed in advance.

14.J

PROFESSIONAL SERVICES AGREEMENT
By and Between

THE CITY OF HEMET,
a California municipal corporation
and

THE FERGUSON GROUP, LLC

14.J

- 1 -

PROFESSIONAL SERVICES AGREEMENMT

BETWEEN THE CITY OF HEMET, CALIFORNIA AND THE FERGUSON GROUP, LLC
This Professional Services Agreement (“Agreement”) is entered into as of this 1st day of January, 2022 by and between the City of Hemet, a California municipal corporation (“City”) and The Ferguson Group, LLC (“Service Provider”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought the performance of the Grant Writing Services defined and described particularly in Section 2 of this Agreement.

B. Contractor was selected by the City to perform those services.

C. Contractor was selected by the City on the basis of Contractor’s demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required.

D. Pursuant to the City of Hemet’s Municipal Code, City has authority to enter into this Professional Services Agreement and the City Manager has authority to execute this Agreement.

E. 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 herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT.
(a) Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is through December 31, 2022 commencing on the date first ascribed above, unless otherwise extended in writing by the grant administrator.
(b) The City may, in its sole discretion, unilaterally exercise an option to extend the Agreement on a month-to-month basis following expiration on the same terms and conditions, including compensation as set forth in Section 4.

14.J

- 2 -
(c) Contractor acknowledges that the Agreement term may extend over multiple City fiscal years, and that work and compensation under this Agreement is contingent on the City Council appropriating funding for and authorizing such work and compensation for those fiscal years. This Agreement may be terminated by the City at the end of a fiscal year when sufficient funding is not appropriated and authorized for the subsequent fiscal year. City is not obligated to pay Contractor for any amounts not duly appropriated and authorized by City Council.

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.

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 forty thousand dollars ($40,000.00), 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 subconsultant contracts. Subconsultant 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 tasks performed and the amount of time incurred for or allocated to that task. City shall independently review

14.J

- 3 -
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 forty-five (45) 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 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.

14.J

- 4 -
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.
(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.

14.J

- 5 -
(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, and shall use such skill, prudence, and diligence as other members of Contractor’s profession commonly possess and exercise. 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 Contractors 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.

14.J

- 6 -
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 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 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

14.J

- 7 -
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.
(d) 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.

SECTION 16. INDEMNIFICATION.
(a) Indemnification by Contractor. As provided under Civil Code Section 2782.8, 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 claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") to the extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, its officers, agents, employees or sub-consultants (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this Agreement. In the event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City, its contractors and other Contractors, and Contractor, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence.

Notwithstanding the foregoing, in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Contractor shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to Contractor’s duty to defend shall not apply if there

14.J

- 8 -
is a project-specific general liability policy of insurance that insures all project participants for general liability exposure on a primary basis and also covers all Contractors involved with the project for their legal liability arising out of their professional services on a primary basis.
(b) Indemnification from Sub-consultants. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub-consultant, sub-contractor 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 here, 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. (c) 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.

14.J

- 9 -
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 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. (e) City may suspend all or any portion of Contractor’s performance under this Contract at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City must first give ten (10) days’ written notice to Contractor of such suspension. City will pay to Contractor a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Contractor with written notice of the rescission, at which time Contractor would be required to resume performance in compliance with the terms and provisions of this Agreement. Contractor will be entitled to an extension of time to complete performance under the Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.

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

14.J

- 10 -
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. 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 telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Hemet
Attn: City Manager
445 E. Florida Avenue
Hemet, CA 92543
To Contractor: The Ferguson Group, LLC
Attn: Heidi Schott
1901 Pennsylvania Ave, N.W. Suite 700
Washington, D.C. 20006
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

14.J

- 11 -
SECTION 25. AUTHORITY TO EXECUTE.

The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder.

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 Hemet 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 Hemet Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.

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.

14.J

- 12 -
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).

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.

14.J

- 13 -

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF HEMET, CALIFORNIA AND THE FERGUSON GROUP, LLC
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY OF HEMET
___________________________
Christopher Lopez
City Manager
ATTEST:

CITY CLERK
___________________________
APPROVED AS TO FORM:

CITY ATTORNEY
____________________________

SERVICE PROVIDER
By:

Its:

14.J

A-1
EXHIBIT "A"

SCOPE OF SERVICES
I. Service Provider will perform to the satisfaction of the City the following Services:

14.J

A-2

14.J

A-3

14.J

B-1
EXHIBIT "B"

COMPENSATION
Contractor may also be referred to herein as “TFG.”
I. Contractor shall use the following rates of pay in the performance of the Services:

14.J

B-2

II. The total compensation for the Services shall not exceed Forty Thousand Dollars ($40,000.00) as provided in Section 4 “Compensation and Method of Payment” of this Agreement.

14.J

C-1
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. Contractor shall maintain 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 professional liability insurance no less than $1,000,000 per occurrence.

B. Other Provisions. 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.

C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Section. 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

14.J

C-2
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.

14.J

City of Hemet Resolution No. 2022-xxx

CITY OF HEMET

HEMET, CALIFORNIA
RESOLUTION NO. 2022-XXX

A RESOLUTION OF THE

CITY COUNCIL OF THE

CITY OF HEMET,

CALIFORNIA, APPROVING

AN AGREEMENT WITH
eCIVIS FOR GRANT

MANAGEMENT

SOFTWARE IN THE
AMOUNT OF $60,600.00,

AUTHORIZING THE CITY

MANAGER TO EXECUTE

THE AGREEMENT AND

RELATED DOCUMENTS,

AND AUTHORIZING THE

FINANCE DIRECTOR TO

RECORD A

SUPPLEMENTAL

APPROPRIATION IN THE

AMERICAN RESCUE
PLAN, FUND 270.

The City Council of the City of Hemet, California
(hereafter referred to as the “City Council”) does resolve as follows:

WHEREAS, the American Rescue Plan Act
(“ARPA”) of 2021 was signed into law and includes a
$350 billion allocation of Coronavirus State & Local
Fiscal Recovery Funds (“SLFRF”) to state, local,
territorial, and tribal governments to bolster their

14.J

City of Hemet Resolution No. 2022-xxx
response to the COVID-19 emergency and its
economic impacts; and
WHEREAS, on May 10, 2021, the U.S.

Department of Treasury announced the launch of the
Coronavirus State and Local Fiscal Recovery Funds
program; and
WHEREAS, eligible categories of SLFRF
expenditures include public health, negative economic
impacts, services to disproportionately impacted
communities, premium pay for essential workers, water,
sewer, and broadband infrastructure, and to replace
lost public sector revenue; and
WHEREAS, expenses to improve efficacy of
public health or economic relief programs are eligible
activities; and
WHEREAS, the eCivis grant management
software system will assist with monitoring new grant
programs established using payments from the ARPA
SLFRF funding; and
WHEREAS, the eCivis grant management
software system will assist with monitoring ARPA
funded projects and activities; and

14.J

City of Hemet Resolution No. 2022-xxx
WHEREAS, the City does not have a grant
management software system to track the increasing
grant funding opportunities available to the City; and
WHEREAS, a supplemental budget request of
$60,600.00 from ARPA Fund 270 is requested to fund
the Master Subscription and Service Agreement with
eCivis.

NOW, THEREFORE, THE CITY COUNCIL OF

THE CITY OF HEMET FINDS, DETERMINES,
ORDERS AND RESOLVES AS FOLLOWS:

SECTION 1.The recitals set forth above are
hereby adopted as findings in support of this
Resolution.

SECTION 2.The City Council approves a
Master Subscription and Service Agreement with eCivis
for a grant management software system in the amount
of $60,600.00, attached hereto as Exhibit A, and
authorizes the City Manager to execute the agreement,
purchase orders, and all other supporting documents
related to this agreement.

SECTION 3. The City Council authorizes the
Finance Director to record a supplemental budget
appropriation of $60,600.00 from ARPA Fund 270.

14.J

City of Hemet Resolution No. 2022-xxx
PASSED, APPROVED AND ADOPTED this
11th day of January 2022.
____________________________
Malcolm Lilienthal, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk

14.J

City of Hemet Resolution No. 2022-xxx
State of California )
County of Riverside )
City of Hemet )
I, John Paul Maier, City Clerk of the City of
Hemet, do hereby certify that the foregoing resolution
was adopted by the Hemet City Council on the 11th
day of January 2022, and was passed by the
following vote:

AYES: Council Members: None.

NOES: Council Members: None.

ABSTAIN: Council Members: None.

ABSENT: Council Members: None.
_____________________________
John Paul Maier, City Clerk

14.J

14.J

City of Hemet
City Council Meeting

STAFF REPORT

Meeting: City Council Meeting - Jan 11 2022
Department: Administration
Submitted by: Christopher Lopez, City Manager
Christopher Lopez, City Manager;

☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing

TITLE:

Approval of Furniture Use for the Historic Hemet Theater 100-Year Anniversary Gala

RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Authorize the Historic Hemet Theater to borrow the Hemet Public Library's chairs for the Historic Hemet Theater 100-Year Anniversary Gala on January 15, 2021.

BACKGROUND:

The City of Hemet receive d a request from a council member to allow for the borrowing of the Hemet Library’s chairs for a gala to be put on by the Hemet Theater.

Staff is seeking approval from the Council for the use of the chairs at no cost to the Hemet Theater.

The Hemet Theater will be responsible for the pickup, setup, and return of the chairs to and from the City of Hemet Public Library. In addition, the Hemet Theater will be responsible for the costs associated with damage or destruction of any of the chairs.

Staff estimates a total of three hours of staff time necessary to gather the chairs for the Theater’s use.

DISCUSSION:

Authorize the Historic Hemet Theater to borrow the Hemet Public Library's chairs for the Historic Hemet Theater 100-Year Anniversary Gala on January 15, 2021.

STRATEGIC PLAN INTEGRATION:

14.K

GOAL FOUR: PARTNERSHIP & COLLABORATION
To pursue partnerships that will increase the opportunities available to the community, including our businesses, unemployed, and youth populations.

Objective 1: Develop concepts and programs to increase opportunities for youth recreation.

Objective 2: Develop concepts and programs to enhance the quality of life services.

Objective 3: Develop programs to offer support to the community's businesses

FISCAL IMPACT:

There is no fiscal impact.

14.K

City of Hemet
City Council Meeting

STAFF REPORT

Meeting: City Council Meeting - Jan 11 2022
Department: Administration
Submitted by: Christopher Lopez, City Manager
John Maier, City Clerk;

☐ Receive and File ☐ Consent Calendar ☒ Business Item ☐ Public Hearing

TITLE:

A Resolution of the City Council of the City of Hemet, California, Approving the Consolidated List of Proclamations for the Year of 2022

RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

1. Discuss and provide direction to staff to update the proposed 2022 Proclamation List.

2. Adopt a Resolution of the City Council of the City of Hemet, California, approving the calendar year 2022 Proclamations List.

BACKGROUND:

The City Council holds its regular meetings on each calendar month's second and fourth Tuesdays and occasionally presents proclamations to observe various community groups and staff. In previous years, members of the City Council have requested to place proclamations on the City Council agendas and/or have issued proclamations on behalf of the City of Hemet. The purpose of discussion for such a list is to create continuity and availability of an official record and for the City Council to acknowledge, collectively as a legislative body, proclamations to be recognized by the City of Hemet.

ANALYSIS:

In accordance with the Ralph M. Brown Act, and to adhere to best practices, all members of the City Council must acknowledge and approve, collectively as a legislative body, proclamations to be recognized by the City of Hemet.

The City of Hemet City Council has the authority to approve a proposed consolidated list in an effort to promote consistency and continuity with previous years and to expedite the proclamation distribution process to the individual groups being recognized.

The consolidated list includes dates proclaimed or requested by members of the City Council in 2021, in addition to other special dates which the City Council may choose to recognize on behalf of the City

15.A

of Hemet. The City Council has the authority to add or remove proclamations from the consolidated list as they desire.

Once the approved list is identified, staff will prepare the necessary proclamations to be included in the agenda backup and presented at a publicly noticed council meeting.

DISCUSSION:

As proclamations eme rge on future agendas, the new items will be added to the consolidated list of proclamations, which will then be brought back for discussion and consideration by the City Council on an annual basis. The City Council, as a legislative body, may also choose to remove or add any proclamations from the consolidated list.

The City Clerk's Department recommends approving the proposed consolidated list, in addition to any changes the City Council may desire, in an effort to improve organizational effectiveness and promote efforts to allow the various groups recognized to celebrate their proclamation, especially in time for their event date(s).

PREVIOUS COUNCIL ACTION:

The City Council has previously issued special presentations of proclamations to various comm unity groups and staff on a meeting-to-meeting basis.

STRATEGIC PLAN INTEGRATION:

GOAL THREE: COMMUNITY ENGAGEMENT
To connect and participate in a constant dialogue between members of the community, City staff, and elected officials to promote togetherness and positivity.

Objective 1: Deliver messaging to the Community that connects, is consistent, and relevant.

Objective 2: Increase transparency for the public.

FISCAL IMPACT:

There is no fiscal impact associated with this action.

ALTERNATIVE(S):

Do not adopt the Resolution and provide further direction to staff.

ATTACHMENT(S):

Attachment 1: Resolution - Proclamation Calendar
Attachment 2: Exhibit A - Proclamations Calendar 2022

15.A

City of Hemet Resolution No. 2022-xxx

CITY OF HEMET

HEMET, CALIFORNIA
RESOLUTION NO. 2022-xxx

A RESOLUTION OF THE

CITY COUNCIL OF THE

CITY OF HEMET,

CALIFORNIA, APPROVING

THE CONSOLIDATED LIST

OF PROCLAMATIONS
FOR THE YEAR OF 2022
The City Council of the City of Hemet, California
(hereafter referred to as the “City Council”) does resolve as follows:

WHEREAS, the City Council proclaims specific
days, weeks and months in observance for local,
national and international special events; and,
WHEREAS, the City of Hemet provides
proclamations intended for the recipient of individuals, groups, organizations or special events being
recognized by the City Council; and,
WHEREAS, in an effort to promote
organizational effectiveness, the consolidated list of
proclamations for the year of 2022 will allow individuals, groups and organizations to have access to future
dates in which the City Council will recognize special
events; and,

15.A

City of Hemet Resolution No. 2022-xxx
WHEREAS, the City Council may continue to
add dates of observance for individuals, groups,
organizations and special events to the consolidated list of proclamations, to be updated and presented on an
annual basis.

WHEREAS, in accordance with the Ralph M. Brown
Act, and to adhere to best practices, all members of the City Council must acknowledge and approve, collectively as a legislative body, proclamations to be recognized by the City of Hemet.

NOW, THEREFORE, THE CITY COUNCIL OF

THE CITY OF HEMET FINDS, DETERMINES,
ORDERS AND RESOLVES AS FOLLOWS: approve
the dates of observance as listed in Exhibit A, the
consolidated list of proclamations for the year of 2022.

PASSED, APPROVED AND ADOPTED this
11th day of January, 2022.
____________________________
Malcolm Lilienthal, Mayor
ATTEST:

15.A

City of Hemet Resolution No. 2022-xxx
_____________________________
John Paul Maier, City Clerk

15.A

City of Hemet Resolution No. 2022-xxx
State of California )
County of Riverside )
City of Hemet )
I, John Paul Maier, City Clerk of the City of
Hemet, do hereby certify that the foregoing resolution
was adopted by the Hemet City Council on the 11th
day of January, 2022, and was passed by the
following vote:

AYES: Council Members: None.

NOES: Council Members: None.

ABSTAIN: Council Members: None.

ABSENT: Council Members: None.
_____________________________
John Paul Maier, City Clerk

15.A

15.A

Prospective Proclamations - 2022
Date Proclamation Title
Month of January National Volunteer Blood Donor Month
January 9, 2022 Law Enforcement Appreciation Day
January 17, 2022 Martin Luther King Jr. Day
January 27, 2022 International Holocaust Remembrance
Day
Month of February Black History Month
February 4, 2022 United Services Organizations Day
Month of March American Red Cross Heart Month
March 31, 2022 Cesar Chavez Day
Month of April DMV/Donate Life Month
April 22, 2022 Earth Day
Month of May Conservation Appreciation Month
Month of May Sikh Awareness and Appreciation Month
Month of May National Bike Month
Month of May Asian American & Pacific Islander Month
May 6 – May 12, 2022 National Nurses Week
May 15 – May 21, 2022 Public Works Week
June 19, 2022 Juneteenth
Month of July Parks and Recreation Month
Month of August National Back-to-School Month
August 26, 2022 Women’s Equality Day
Month of September National Preparedness Month
Month of September Suicide Prevention Month
Month of September Library Sign-up Month
September 11, 2022 Patriot Day
September 15 – October 15, 2022 National Hispanic Heritage Month Month of October Breast Cancer Awareness Month
Month of October Disability Employment Awareness Month
Month of October Adopt-A-Dog Month
Month of October Domestic Violence Awareness Month
Month of October Pride Month
October 2 – October 10, 2022* Water Professionals Appreciation Week October 9 – October 15, 2022 Fire Prevention Week
October 23 – October 31, 2022 Red Ribbon Week
Month of November Diabetes Awareness Month
Month of November Military Appreciation Month
November 11, 2022 Veterans Day
November 10, 2022 USMC 247th Birthday
December 3, 2022 International Day of Persons with
Disabilities
December 5, 2022 International Volunteer Day
*Denotes no established date.

15.A

City of Hemet
City Council Meeting

STAFF REPORT

Meeting: City Council Meeting - Jan 11 2022
Department: Administration
Submitted by: Christopher Lopez, City Manager
John Maier, City Clerk;

☐ Receive and File ☐ Consent Calendar ☒ Business Item ☐ Public Hearing

TITLE:

Consider the Delegate Representative and Alternate for the Southern California Association of Governments (SCAG) 2022 General Assembly Meeting Held on May 4-6, 2022

RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

1. Discuss and select a Delegate Representative and Alternate for the Southern California Association of Governments (SCAG) 2022 General Assembly Meeting.

2. Discuss possible policy matters to be brought before the General Assembly at the meeting held on May 4-6, 2022.

BACKGROUND:

At least once every year, Southern California Association of Governments (SCAG) convenes the General Assembly to bring together the official representatives of SCAG's membership and help set the agency's course for the coming year.

ANALYSIS:

The General Assembly is a forum where policy matters can be identified and addressed. Any City or County representative may propose a subject for study by the Association, provided that the representative has notified the President of the proposal 45 days in advance of the General Assembly meeting. Such a proposal should be submitted in the form of a Resolution to the SCAG Regional Council.

DISCUSSION:

Each city/county delegate to SCAG's General Assembly will have an opportunity to bring any policy matter, in the form of a proposed resolution or proposed SCAG bylaw revision, before the General Assembly for determination. The deadline to submit proposed resolutions and/or SCAG bylaw revisions

15.B

is 5:00 p.m., Friday, February 4, 2022. All proposed resolutions and/or bylaw revisions will be reviewed by SCAG's Bylaws and Resolutions Committee and the Regional Council before being considered at the General Assembly business meeting.

STRATEGIC PLAN INTEGRATION:

GOAL FIVE: ORGANIZATIONAL EFFECTIVENESS
To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

Objective 2: Evaluate existing practices to ensure continuity with industry best practices.

FISCAL IMPACT:

There is no fiscal impact.

ATTACHMENT(S):
2022 SCAG General Assembly brochure

15.B

2022

REGIONAL CONFERENCE
& GENERAL ASSEMBLY

JW MARRIOTT DESERT SPRINGS

RESORT & SPA
MAY 4-6
scag.ca.gov/ga2022

DEAR REGIONAL PARTNER,
The Southern California Association of
Governments invites you to join us as a
partner for the 2022 Regional Conference &
General Assembly at the JW Marriott Desert
Springs Resort & Spa. We are the nation’s
largest Metropolitan Planning Organization,
representing six counties and 191 cities in
Southern California, and we serve as a unique
convener on a variety of regional issues. Our
premier event each year, this conference will
bring together Southern California’s most
influential leaders and innovators, and features
a diverse slate of expert panels, keynote
presentations and technical demonstrations.

The conference is also an excellent opportunity
to network with local, city and county
representatives from across Southern California
as well as participate in the discussions.

We look forward to your partnership.

Sincerely,

Kome Ajise
Executive Director

ATTENDEES
800+

CITY MANAGERS,

CITY PLANNING STAFF &

COUNTY STAFF

IN ATTENDANCE
120+

CITIES REPRESENTED
191

ELECTED OFFICIALS
250+

SPONSORSHIP

OPPORTUNITIES

THIS IS OUR

GENERAL ASSEMBLY
SCAG is the nation’s largest metropolitan
planning organization, representing six
counties, 191 cities and more than 19 million
residents. SCAG undertakes a variety of
planning and policy initiatives, including
the development of Connect SoCal — the
Regional Transportation Plan/Sustainable
Communities Strategy to promote a livable
and sustainable Southern California now
and in the future.

It was a great conference
– excellent networking
opportunities, important
issues and inspiring speakers.
— Returning Sponsor
Sponsorships provide an unparalleled
opportunity to promote your commitment
to the region and to network with elected
officials, decision makers, community
leaders and business stakeholders
throughout Southern California.

15.B

City of Hemet
City Council Meeting

STAFF REPORT

Meeting: City Council Meeting - Jan 11 2022
Department: Administration
Submitted by: Christopher Lopez, City Manager
John Maier, City Clerk;

☐ Receive and File ☐ Consent Calendar ☒ Business Item ☐ Public Hearing

TITLE:

City Council Boards and Committee Appointments

RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Discuss appointments to outside Boards and Committee appointments.

BACKGROUND:

On January 12, 2021, during the Regular City Council Meeting, the City Council appointed City Council Members as representatives to the various committees and boards within t he City of Hemet and as liaisons for outside organization committees for the calendar year 2021.

On May 30, 2021, during the City of Hemet City Council District 4 seat was declared vacant. As a result, the committees and boards in which the District 4 seat presided over or participated were also declared vacant.

On June 6, 2021, during the Regular City Council Meeting, the City Council filled vacancies for the Clean Up/Graffiti Ad-Hoc Committee and Business Outreach Ad-Hoc Committee.

On September 14, 2021, during the Regular City Council Meeting, the City Council appointed current Council Members to fill additional vacancies as a result of the City Council District 4 seat vacancy.

ANALYSIS:

The City of Hemet Council Protocols for Co uncil Members and Appointed Officials indicate that the Mayor, as the presiding officer of the City Council, has the authority to appoint Council Members as representatives to Standing, Ad -Hoc, and Regional Organization committees such as the Riverside Transit Agency, WRCOG, etc.

15.C

The vacancy of a liaison or alternate to the liaison could hinder effective communication between committees, regional organizations, and the City Council as there will be no main appointee or alternate member to fill in the event of an absence of the main appointee.

Attachment one provides the most up-to-date list of City Council committees, including the original 2021 appointments.

DISCUSSION:

Annually, the City of Hemet City Council reorganizes and appoints City Council m embers as representatives and liaisons to outside Boards, Commissions, and Committees. With the District 4 City Council seat being filled as of December 14, 2021, the City Council can divide and appoint members proportionally. The City Council may choose to appoint or reappoint City Council members as main and alternate liaisons to organizations. The most recently updated list of outside Boards, Commissions, and Committees for the calendar year of 2021 is attached to the report.

PREVIOUS COUNCIL ACTION:

The City Council filled vacancies or updated the list of committee appointments as deemed necessary.

STRATEGIC PLAN INTEGRATION:

GOAL FOUR: PARTNERSHIP & COLLABORATION
To pursue partnerships that will increase the opportunities available to the community, including our businesses, unemployed, and youth populations.

Objective 2: Develop concepts and programs to enhance the quality of life services.

FISCAL IMPACT:

No fiscal impact.

ATTACHMENT(S):

Attachment 1: Updated 2021 Council Committee Appointments

15.C

Updated September 20, 2021

COUNCIL COMMITTEES AND LIAISONS TO OUTSIDE ORGANIZATIONS

COUNCIL STANDING

COMMITTEES
2021 MEMBERS(S)

APPOINTMENTS
2021 MEMBER(S)

UPDATES

ASSIGNED

DEPARTMENT MEETING DATES/TIMES
Hemet Housing Authority Krupa/Lilienthal Krupa/Lilienthal Community Development
As Needed
Investment
Oversight
Committee
Krupa/Meyer Krupa/Meyer Finance 3rd Monday/1 per
quarter
Skate Park Committee Lilienthal/Brown Lilienthal/Brownn Public Works As Needed

LIAISON TO CITY

BOARDS/COMMISSIONS
Hemet Public Library
Board of Trustees Krupa Krupa Library 3rd Friday/ 10:00 a.m.

Infrastructure Commission Brown Brown Engineering Last Monday/every odd month/ 4:00p.m.

Planning Commission Males Krupa 1st/Lilienthal
3rd
Community
Development 1st & 3rd
Tuesdays/6:00p.m.

SPECIAL AND AD
HOC

COMMITTEES
Council Protocols
Ad-Hoc Committee
Feb. 25, 2020
Krupa/Brown Krupa/Brown Attorney As Needed
Vision and Mission
Statement Ad-Hoc
Committee Dec 8, 2020
Lilienthal/Meyer Lilienthal/Meyer As Needed
Clean Up/Graffiti Ad-Hoc
Committee
Lilienthal/Males Lilienthal/Krupa As Needed
Homeless Outreach Ad-Hoc
Committee
Lilienthal/Meyer Lilienthal/Meyer As Needed
Business Outreach Ad-Hoc
Committee
Lilienthal/Males Lilienthal/Brown As Needed
City Attorney RFP Ad Hoc
Committee
Brown/Meyer Brown/Meyer As Needed
Cal Trans Liaison Ad Hoc
Committee
Brown/Krupa Brown/Krupa As Needed

LIAISON TO

OUTSIDE

ORGANIZATION
Riverside County Airport
Land Use Commission* Krupa Krupa 2nd Thursday/9:30
a.m./Riverside
Community Action
Commission of Riverside
County

Males
Lilienthal
3rd Thursday/5:30 p.m./
Riverside
League of California Cities All Council
Members
All Council
Members
2nd Monday/6:00 p.m.

Riverside County
Transportation
Commission*
Krupa/Brown Krupa/Brown 2nd Weds/9:00 a.m./
Riverside
Riverside County Habitat
Conservation Agency
(WRCOG)*
Brown Brown
Quarterly 3rd
Thursday/11:30 a.m.
/Riverside

15.C

4th Thurs/ 2:00 p.m./
RiversideRiverside Transit Agency*

Krupa/Lilienthal Krupa/Lilienthal
(Nov & Dec - 3rd
Thurs)
Western Riverside
County Conservation
Authority (RCA)*

Krupa/Brown Krupa/Brown 1st Monday/12:30 p.m.

Riverside
Ramona Bowl
Board of Directors
Krupa/Males Brown/Lilienthal
As Needed
Hemet San Jacinto
Water Master
Board*
Krupa/Brown Krupa/Brown Attorney/
Public Works
4th Monday in Feb.,
May, Aug., and Nov.
4:00 p.m./EMWD
Western Communities
Energy Board of Directors
(WCE) *
Brown/Males Brown/Krupa 2nd Wed/1:00
p.m./Riverside
1st Mon. / 2:00 p.m./
RiversideWestern Riverside
Council of Governments
(WRCOG)*

Brown/Lilienthal Brown/Lilienthal
Admin Comm/2nd
Wed/1:00pm/Riverside
*Denotes stipend received for-- attendance
California Joint Powers
Insurance Authority Board Brown/Meyer (5/12/20) As Needed League of California Cities Appointments:

Executive Committee – Past President (2019) Krupa
Revenue and Taxation Committee Krupa
Public Safety Policy Committee Brown
WRCOG Appointments to Regional Committees:

SCAG Transportation Krupa
Riverside County Waste Management Task Force Krupa
I:\users\CClerk\Boards-Commissions\Council Committee Appointments.doc

15.C