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[email protected].
(c) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. (d) If this Agreement is extended pursuant to Section 1 “Term of Agreement,” the City shall pay the same rates specified in Exhibit “B” “Compensation.” SECTION 5. METHOD OF PAYMENT AND INVOICING
(a) Payment shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be emailed to [email protected]. Under no circumstances shall the total amount paid to Consultant under this Agreement exceed the City Manager’s authority without approval by the City Council.
(b) Consultant shall submit within 30 days of the end of each month a complete and accurate written itemized invoice for services performed and/or goods provided. The invoice must be in a format approved by City. In order to receive payment, Consultant shall submit to City an itemized invoice, on a monthly basis, for services performed pursuant to this Agreement. Each itemized invoice shall identify at the top of the first page, the Not to Exceed Amount (as set by Section 4(a) above), the total amount billed to date, the services rendered during the billing period, and the amount due for the statement invoice for which reimbursement is sought in the statement invoice. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub consultant contracts. Sub consultant charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in Section 4(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 each invoice submitted by the Consultant 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 Consultant for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice. (d) The Parties estimate that performance of this Agreement will be accomplished without an increase in the Not to Exceed Amount. Consultant shall notify the City in writing
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whenever it has reason to believe that the costs the Consultant expects to incur under this Agreement in the following sixty (60) days, when added to all costs previously incurred, will exceed eighty percent (80%) of the Not to Exceed Amount specified herein. As part of the notification, the Consultant shall provide the City with a revised estimate of the total cost of performing this Agreement.
SECTION 6. INSPECTION AND FINAL ACCEPTANCE
City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise, Consultant’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 Consultant’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 17 “Indemnification” and Section 18 “Insurance.” SECTION 7. 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 Consultant 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 Consultant. Upon completion, expiration, or termination of this Agreement, Consultant 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 Consultant in the course of providing the Services pursuant to this Agreement, Consultant’s guarantees and warranties in Section 11 “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.
SECTION 8. INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT
For no additional compensation, Consultant hereby assigns to City all of Consultant’s rights, title, and interest in and to the content of all deliverable materials created by Consultant or its employees, agents, or sub consultants, including copyrights, in connection with the Services performed under this Agreement. Consultant shall promptly execute and deliver and shall cause its employees, agents, and sub consultants to promptly execute and deliver, upon request by the City or any of its successors or assigns at any time and without further compensation of any kind, any power of attorney, assignment, application for copyright, patent, trademark or other
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intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors, and assigns, all right, title and interest in and to the content of the deliverable materials. For purposes of this section deliverable materials include all works, tangible or not, created under this Agreement including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, website, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. The provisions of this paragraph are binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.
SECTION 9. CONSULTANT’S BOOKS AND RECORDS
(a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant’s performance of the Services. Consultant 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 Consultant 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 Consultant’s address indicated for receipt of notices, “Section 23,” of 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 Consultant’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 10. INDEPENDENT CONTRACTOR
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(a) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee, or agent of City. Consultant 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 Consultant shall at all times be under Consultant’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 Consultant or any of Consultant’s officers, employees, sub consultants or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Consultant, nor any of Consultant’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. Consultant expressly waives any claim Consultant may have to any such rights.
SECTION 11. STANDARD OF PERFORMANCE
Consultant 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. Consultant 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, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Consultant under this Agreement, and shall use such skill, prudence, and diligence as other members of Consultant’s profession commonly possess and exercise. In addition to the general standards of performance set forth in this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Services” that shall also be applicable to Consultant’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.
SECTION 12. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES
Consultant 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. Consultant shall at all times observe and comply with all such laws, ordinances, and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances, and regulations. Consultant represents and warrants that Consultant has obtained or shall promptly obtain all necessary licenses to perform the Services set forth in this Agreement
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and that such licenses are in good standing, including but not limited to obtaining a City business license. Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies, and practices of the City. 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 Consultant to comply with this section.
SECTION 13. PREVAILING WAGE LAWS
Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. To the extent applicable, Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.
SECTION 14. NONDISCRIMINATION
Consultant and subconsultants shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision-making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code of Regs, tit. 2, § 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full (Cal. Code of Regs, tit. 2, § 7285.0, et seq.). Consultant shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.
SECTION 15. CONFLICTS OF INTEREST
(a) Consultant 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 Consultant’s performance of the Services. Consultant 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. Consultant 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.
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(b) City understands and acknowledges that Consultant 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. Consultant 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 the purposes of this section. (c) City understands and acknowledges that Consultant 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 16. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Consultant, its officers, employees, agents, or sub consultants, 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 Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent, or sub consultant of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs, and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents, or sub consultants 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 Consultant or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right of City to control, direct, or rewrite said response.
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SECTION 17. INDEMNIFICATION
(a) To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with legal counsel reasonably selected by the City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives 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, injuries (including, without limitation, injury to or death of an employee of Consultant or sub consultants), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by Consultant, its officers, agents, employees, representatives, sub consultants, anyone directly or indirectly employed by any of them, or anyone that they control. Consultant’s duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. (b) Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub consultant, subcontractor, or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant 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 Consultant and shall survive the termination of this Agreement and this section.
SECTION 18. INSURANCE
Consultant 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. Consultant agrees to provide City with copies of required policies upon request.
SECTION 19. ASSIGNMENT
The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities
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who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City, which may be given in the sole and absolute discretion of the City Manager. 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 21 “Termination of Agreement.” City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize sub consultants.
If in the performance of its duties Consultant utilizes sub consultants or subcontractors, Consultant covenants that subcontracts, if any, shall contain a provision making sub consultants or subcontractors subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 18 “Insurance.” The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any sub consultant or subcontractor for purposes of establishing a duty of care between any sub consultant or subcontractor and the City.
SECTION 20. CONTINUITY OF PERSONNEL
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors / sub consultants, if any, assigned to perform the Services.
Consultant shall notify City of any changes in Consultant’s staff and subcontractors/sub consultants, if any, assigned to perform the Services prior to and during any such performance.
SECTION 21. TERMINATION OF AGREEMENT
(a) City may terminate this Agreement in its sole and absolute discretion, with or without cause, at any time by giving written notice of termination to Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress. (b) Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant’s possession shall be returned to City.
Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in Section 5 “Method of Payment and Invoicing” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 5 “Method of Payment and Invoicing” of this Agreement.
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(e) Upon written notice, City may suspend all or any portion of Consultant’s performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Consultant 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 Consultant with written notice of the rescission, at which time Consultant would be required to resume performance in compliance with the terms and provisions of this Agreement. Consultant will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.
SECTION 22. EXCUSABLE DELAYS
Neither Party shall 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 either Party. 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. 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 Ave.
Hemet, CA 92543
To Consultant: MGT Impact Solutions, LLC
Attn: Patrick Dyer
4320 W. Kennedy Blvd, Suite 200
Tampa, FL 33609
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.
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SECTION 24. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Consultant represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder.
SECTION 25. 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 27 “Amendment” and the City Manager’s contracting authority under the Hemet Municipal Code.
SECTION 26. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 27. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by 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. 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 28. 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 Consultant shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 29. 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.
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SECTION 30. ATTORNEY’S 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 31. ENTIRE AGREEMENT.
This Agreement, including the attached exhibits and addendums, along with any amendments thereto, 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 Consultant 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 32. 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 33. INCORPORATION AND CONFLICTING TERMS.
(a) The following documents are incorporated and made part of this Agreement by this reference:
1. All exhibits and addendums
2. All amendments
3. Consultant’s proposal, if any
4. Any laws, regulations, requirements, or restrictions, applicable to the funding source used by City to pay Consultant for any portion of work done under Agreement (“Funding Restrictions”)
(b) The documents listed above shall be referred to collectively as the “Agreement Documents.” The Agreement Documents are intended to be complementary, and a requirement in one Document is effective as if it appeared in all the Documents. In the event of a conflict between any of the Agreement Documents, the Documents shall be given effect in the following order: Funding Restrictions, Amendments (most recent first), this Agreement, Insurance requirements, exhibits and addendums, and Consultant’s proposal. Where the requirements of one Document are more stringent then another the more stringent shall govern.
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SECTION 34. TIME OF THE ESSENCE.
Time is of the essence for each and every provision of this Agreement.
PROFESSIONAL SERVICES AGREEMENT
FOR CITYWIDE CLASSIFICATION ESSENTIAL JOB FUNCTIONS AND CONSULTATION SERVICES
BETWEEN THE CITY OF HEMET AND MGT IMPACT SOLUTIONS, LLC IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
CITY OF HEMET
___________________________
Mark Prestwich
City Manager
ATTEST:
CITY CLERK
By: ___________________________
APPROVED AS TO FORM:
CITY ATTORNEY
By: ____________________________
CONSULTANT
By:
Its:
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EXHIBIT “A”
SCOPE OF SERVICES
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EXHIBIT “B”
COMPENSATION
Compensation for the Services shall not exceed Eighty-Seven Thousand Five Hundred and Sixty-Four Dollars ($87,564.00)
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EXHIBIT “C”
INSURANCE
(A)INSURANCE REQUIREMENTS. Consultant 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 Consultant, 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. Consultant shall provide the following scope and limits of insurance:
1. MINIMUM SCOPE OF INSURANCE. Consultant shall maintain the following types and limits of insurance.
2. MINIMUM LIMITS OF INSURANCE.
GENERAL LIABILITY INSURANCE. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
AUTOMOBILE LIABILITY INSURANCE. Consultant shall maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $2,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
WORKERS’ COMPENSATION INSURANCE. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident or disease). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.
UMBRELLA OR EXCESS LIABILITY INSURANCE. [Optional depending on limits required]. As an option to meet the limits of insurance required by this Agreement, Consultant may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary
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coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
1. A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
2. Pay on behalf of wording as opposed to reimbursement;
3. Concurrency of effective dates with primary policies;
4. Policies shall “follow form” to the underlying primary policies; and
5. Insureds under primary policies shall also be insureds under the umbrella or excess policies.
(B) OTHER PROVISIONS. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. (C) OTHER REQUIREMENTS. Consultant agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant 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. Upon request from the City, Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides.
2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to City or its respective elected or appointed officers, officials, employees, and volunteers or the Consultant 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 Consultant’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
4. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on
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a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
5. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its sub consultants.
6. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies
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City of Hemet
City Council Meeting
STAFF REPORT
Meeting: City Council Meeting - Dec 10 2024
Department: Community Development
Submitted by: Mark Prestwich, City Manager
Benigno Sandoval, Economic Development Manager;
☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing
TITLE:
Consideration of Approval of a License Agreement Authorizing a Temporary Chick-fil-A Pop-Up Store at 859 West Florida Avenue
RECOMMENDED ACTION:
It is respectfully recommended that the City Council:
Pass a Motion authorizing the City Manager to enter into a license agreement in a form acceptable to the City Attorney to facilitate a temporary Pop-up Chick-fil-A store in the City of Hemet..
BACKGROUND:
Promoting temporary pop-up stores is one initiative of the Hemet RISES Economic Strategy. Pop-up stores allow businesses to test a market before fully committing to a brick-and-mortar location. Chick- fil-A has expressed interest in testing the market for five weeks with a Pop-Up store located at 859 W.
Florida Avenue.
DISCUSSION:
The store will be located in the parking lot where Walmart and the Airtopia Adventure Park are located. Hours of operation will be each Friday from 3:00 p.m. to 8:00 p.m. starting on December 13, 2024. Based on the amount of sales made in the five weeks, Chick-fil-A would complete an analysis to determine if sales volume will support the opening of a store in Hemet.
PREVIOUS COUNCIL ACTION:
N/A
STRATEGIC PLAN INTEGRATION:
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GOAL ONE: QUALITY OF LIFE:
To ensure that Hemet is safe, clean, attractive and comfortable for all who live, work, and visit.
Objective 1: Enhance the visual appearance of the community to make it attractive and reduce blight.
Objective 2: Explore and implement homelessness solutions for the City of Hemet.
Objective 3: Increase Public Safety visibility and response.
GOAL TWO: ECONOMIC OPPORTUNITY
To ensure that Hemet is a hub, with access to quality jobs, shopping options, and a varied and sustained tax base.
Objective 1: Develop business practices that welcome new development by streamlining processes.
Objective 2: Provide resources for new businesses to enhance the customer service experience.
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.
Objective 3: Increase the community's pride within the City.
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
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 1: Operate in a financially sustainable manner.
Objective 2: Evaluate existing practices to ensure continuity with industry best practices.
Objective 3: Provide Council with policies that are consistent while lessening liabilities.
Objective 4: Increase employee retention by training and creating a positive workplace.
Objective 5: Streamline fire prevention coordination efforts.
FISCAL IMPACT:
The City will receive sales tax revenue generated from sales during the temporary pop-up period.
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City of Hemet
City Council Meeting
STAFF REPORT
Meeting: City Council Meeting - Dec 10 2024
Department: Administration
Submitted by: Mark Prestwich, City Manager
Mark Prestwich, City Manager;
☐ Receive and File ☐ Consent Calendar ☒ Business Item ☐ Public Hearing
TITLE:
Request to Riverside County Board of Supervisors to Consider Alternative Location for Planned Navigation Center
RECOMMENDED ACTION:
It is respectfully recommended that the City Council:
Pass a Motion authorizing the Mayor to transmit a letter to the Riverside County Board of Supervisors Requesting Consideration of an Alternative Location for their Planned Navigation Center
BACKGROUND:
In October 2023, the County of Riverside was awarded a total of $12.06 million in State Encampment Resolution Funding (ERF). The grant was specifically designated to support efforts aimed at relocating unhoused individuals residing in encampments near the San Jacinto River into interim shelter with clearly defined pathways to permanent housing solutions. This funding is part of the State's broader initiative to address homelessness and encampments within California, with a focus on enhancing the quality of life for displaced individuals and supporting their transition into stable housing.
Following a competitive selection process, on July 25, 2024, the County of Riverside awarded a portion of the ERF funds to City Net. City Net was allocated $3.4 million for capital development and $1.74 million for 18 months of operational funding. These funds are intended to develop a transitional housing project, also referred to as a "Navigation Center," in collaboration with the Riverside County Department of Housing and Workforce Solutions. The project aims to create a 30-40 unit transitional housing development to provide temporary shelter for unhoused individuals and connect them with resources that will ultimately support their permanent housing.
In addition to the funding for the transitional housing project, the State's ERF grant also allocated $682,752.50 to both the City of San Jacinto and the City of Hemet to address the unique homelessness challenges in each community.
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Project Location
The transitional housing project is planned to be constructed on unincorporated land near Valle Vista, specifically at 45359 Florida Avenue, Hemet, CA 92544 (MLS#: WS24154412). This site is situated within the City of Hemet's designated Sphere of Influence (SOI), which refers to the likely future boundaries and service areas for the City of Hemet. Spheres of Influence are established by the Riverside Local Agency Formation Commission (LAFCO), for municipalities in Riverside County.
Recent Objection to the Project Location
The City of Hemet has recently received a formal request from Mr. Howard Rosenthal, urging the City Council to object to the proposed location of the transitional housing development. Mr. Rosenthal’s request stems from concerns regarding the potential impact of the project on the local community and neighborhood.
DISCUSSION:
The planned Navigation Center will be reservation only (no walk-ups allowed), with trained staff onsite 24/7/365, with robust wraparound services. Clients will be required to sign and abide by a Residential Contract including participation in a housing case management plan, and the Center will abide by a written Good Neighbor policy, with a controlled pre-screening and intake process to minimize community impacts.
When the Navigation Center is no longer needed, the units can subsequently serve as affordable-by- design housing for rent or sale, and would be Regional Housing Needs Allocation (RHNA)-qualified, providing needed affordable housing for the broader community.
Attachment 1 to this report includes a draft letter to the Board of Supervisors expressing appreciation for the County of Riverside's leadership in securing State Encampment Resolution Funding, while also encouraging the Board to consider alternative site locations to mitigation potential strain on the surrounding community.
STRATEGIC PLAN INTEGRATION:
N/A
ATTACHMENT(S):
Attachment 1 - Draft Letter to Rivco Board of Supervisors
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December 10, 2024
Riverside County Board of Supervisors
4080 Lemon Street, 5th Floor
Riverside, CA 92501
Dear Honorable Members of the Riverside County Board of Supervisors, I am writing to express the City of Hemet’s concern regarding the proposed location for the planned Navigation Center located in the Hemet Sphere of Influence.
We recognize and appreciate the County of Riverside’s leadership in securing critical State Encampment Resolution Funding, and we fully understand the important role that this Center will play in addressing homelessness in our community. However, we respectfully urge the Board to consider alternative locations that may better serve both individuals experiencing homelessness and the surrounding residents.
We are concerned about the potential impact of placing this facility in a location near established neighborhoods and in the eastern corner of the San Jacinto Valley, which is somewhat isolated from other cities. The location may not be ideal for its long-term success, given its distance from key regional resources and transportation networks.
In considering alternative locations, we kindly ask the Board to explore areas that:
•Are easily accessible to transportation and regional resources. •Provide ample space for the proposed services, including safe outdoor areas and sufficient privacy for individuals in transition.
•Are situated in zones that would minimize disruptions to surrounding neighborhoods while maximizing opportunities for collaboration with local agencies and businesses.
We believe that exploring alternative site options through a community engagement process will better ensure that the Navigation Center fulfills its mission of supporting individuals in need, while minimizing potential strain on the surrounding community.
A well-planned and well-situated facility can foster positive outcomes for both the individuals served and the broader Riverside County community.
Thank you for your time and thoughtful consideration. We look forward to your response and sincerely hope the Board will take into account the potential for a more
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suitable location that aligns with the goals of the project while preserving the quality of life for all residents.
Sincerely,
Mayor Joe Males
City of Hemet
445 E. Florida Avenue
Hemet, CA 92543
[email protected]
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City of Hemet
City Council Meeting
STAFF REPORT
Meeting: City Council Meeting - Dec 10 2024
Department: Administration
Submitted by: Mark Prestwich, City Manager
John Maier, City Clerk;
☐ Receive and File ☐ Consent Calendar ☒ Business Item ☐ Public Hearing
TITLE:
City Council Outside Boards, Committees, and Commissions Appointments
RECOMMENDED ACTION:
It is respectfully recommended that the City Council:
Provide direction and possibly appointment the City of Hemet City Council Members to existing outside boards, committees, and commissions.
BACKGROUND:
In 2024, the City Council provided direction and appointed City Council members to outside boards, committees, and commissions. The list was updated with a blank column for 2025 to reflect the election of Tom Lodge Council Member for District 3 and facilitate updates for the upcoming year.
ANALYSIS:
The City of Hemet Council Protocols for Council 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.
The vacancy of a liaison or alternate to the liaison could hinder effective communication between committees, regional organizations, and the City Council as the absence of an appointee may impact the City's ability to participate.
DISCUSSION:
Annually, the City of Hemet City Council reorganizes and appoints City Council Members as representatives and liaisons to outside Boards, Commissions, and Committees. With the District 3 City Council seat being filled as of December 10, 2024, it is therefore an appropriate time for the
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Mayor to appoint or reappoint City Council members to other public agencies pursuant to Section 7.1 of the City Council Protocols. The Protocols encourage the Mayor to "be mindful of the best interests of the City, of creating a fair distribution of assignments among the Members, and any specific knowledge or interest expressed by Council Members".
The most recently updated list of outside Boards, Commissions, and Committees for the 2024 calendar year is attached to the report.
PREVIOUS COUNCIL ACTION:
Appointments by the Mayor to positions with other governmental entities is governed by Section 7.1 of the City Council Protocols and have occurred annually or as more often as is reasonably necessary.
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 2: Increase transparency for the public.
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:
None.
ALTERNATIVE(S):
Provide alternative direction to the City Manager.
ATTACHMENT(S):
Attachment 1: Draft - 2025 OUTSIDE COUNCIL COMMITTEE APPOINTMENTS
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Updated December 5, 2024
COUNCIL COMMITTEES AND LIAISONS TO OUTSIDE ORGANIZATIONS
COUNCIL STANDING
COMMITTEES
ASSIGNED
DEPT.
MEETING
DATES/TIMES
2023
MEMBER UPDATES
2024
MEMBER UPDATES
2025
MEMBER UPDATES
Hemet Housing Authority Community
Development
As Needed Lilienthal/Krupa Lilienthal/Krupa
Investment Oversight
Committee
Finance 3rd Monday/1 per quarter Krupa/Kendrick Peterson/Kendrick Skate Park Committee Public Works As Needed Males/Lilienthal Males/Lilienthal
LIAISON TO CITY
BOARDS/COMMISSIONS
ASSIGNED
DEPT.
MEETING DATES/TIMES 2023
MEMBER UPDATES
2024
MEMBER UPDATES
2025
MEMBER UPDATES
Hemet Public Library Board of
Trustees
Library 3rd Friday/ 10:00 a.m. Krupa Krupa
Planning Commission Community
Development
1st & 3rd
Tuesdays/6:00p.m.
Krupa/Kendrick Males/Kendrick
SPECIAL AND AD HOC
COMMITTEES
ASSIGNED
DEPT.
MEETING DATES/TIMES 2023
MEMBER UPDATES
2024
MEMBER UPDATES
2025
MEMBER UPDATES
Council Protocols Ad-Hoc
Committee Feb.
25, 2020
Attorney As Needed Peterson/Krupa Peterson/Krupa
Strategic Plan Update Ad-Hoc
Committee Dec 8, 2020
As Needed Lilienthal//Males Kendrick/Lilienthal
Clean Up/Graffiti Ad-Hoc
Committee
As Needed Lilienthal/Males Lilienthal/Males
Homeless Outreach Ad-Hoc
Committee
As Needed Males/Lilienthal Males/Peterson
Business Outreach Ad-Hoc
Committee
As Needed Males/Peterson Males/Peterson
CDBG Ad-Hoc Committee As Needed Peterson/Kendrick Lilienthal/Kendrick Cal Trans Liaison Ad-Hoc
Committee
As Needed Peterson/Krupa Peterson/Krupa
Banner Program Ad-Hoc
Committee
As Needed Krupa/Males Krupa/Males
Veterans Memorial Ad-Hoc As Needed Peterson/Males Peterson/Males
LIAISON TO OUTSIDE
ORGANIZATION
ASSIGNED
DEPT.
MEETING DATES/TIMES 2023
MEMBER UPDATES
2024
MEMBER UPDATES
2025
MEMBER UPDATES
Riverside County Airport
Land Use Commission*
2nd Thursday/9:30
a.m./Riverside
Krupa Krupa
Community Action
Commission of Riverside
County
3rd Thursday/5:30 p.m./
Riverside
Lilienthal Lilienthal
League of California Cities 2nd Monday/6:00 p.m. All Council Members All Council Members Riverside County
Transportation Commission
2nd Weds/9:00
a.m./Riverside
Krupa/Lilienthal Krupa/Lilienthal
Riverside County Habitat
Conservation Agency
(RCHCA)*
Quarterly 3rd
Thursday/11:30 a.m.
/Riverside
Peterson Peterson/Kendrick
Riverside Transit Agency* 4th Thurs/ 2:00 p.m./
Riverside/ (Nov & Dec -
3rd Thurs)
Krupa/Lilienthal Krupa/Lilienthal
Western Riverside County
Conservation Authority
(RCA)*
1st Monday/12:30
p.m. Riverside
Kendrick/Krupa Kendrick/Krupa
Ramona Bowl Board of
Directors
As Needed Peterson Peterson
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Hemet San Jacinto Water
Master Board*
Attorney/
Public Works
Quarterly/ 4th Monday of
February, May, August and
November at 4:00 p.m.
Krupa/Brown Krupa/Peterson
Western Riverside Council of
Governments (WRCOG)*
As Needed Brown/Lilienthal Peterson/Lilienthal
League of California Cities:
Community Services
As Needed Lilienthal
League of California Cities:
Governance Transparency
and Labor Relations
As Needed Krupa Krupa
League of California Cities:
Housing, Community and
Economic Development
(HCED) Policy Committee
Kendrick
Regional Council District 3
Committee: SCAG
(Elected)
As Needed Krupa
SCAG Transportation
(Appointed by WRCOG)
WRCOG Regional
Committees: Riverside County
Waste Management Task
Force
As Needed Krupa
RCTC Committee: Mobile
Source Air Pollution
Reduction Review Committee
As Needed Krupa
California Joint Powers
Insurance Authority Board
As Needed Meyer/Krupa Peterson/Krupa
*Denotes stipend received for-- attendance
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