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Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC.
d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period.
e. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. f. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.
ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order.
ARTICLE 10: ORDER PROCESSING CHARGE
H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the Customer.
ARTICLE 11: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Master Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Master Agreement.
ARTICLE 11: REQUIREMENTS TO APPLICABLE PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and with at least the following:
a. Be new, unused, and not refurbished.
b. Not be a prototype as the general design, operation and performance. This requirement is NOT meant to preclude the Contractor from offering new models or configurations which incorporate improvements in a current design or add functionality, but in which new model or configuration may be new to the marketplace.
c. Include all accessories which may or may not be specifically mentioned in the Master Agreement, but which are normally furnished or necessary to make the Product ready for its intended use upon delivery.
Such accessories shall be assembled, installed and adjusted to allow continuous operation of Product at time of delivery.
d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the entire quantity of a Product as may be purchased simultaneously by any Customer. e. Be designed and constructed using current industry accepted engineering and safety practices, and materials.
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f. Be available for inspection at any time prior to or after procurement.
ARTICLE 12: TEXAS MOTOR VEHICLE BOARD LICENSING
All Contractors that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Master Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Master Agreement, unless the Texas Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request.
ARTICLE 13: INSPECTION/TESTING
All Products sold pursuant to this Master Agreement will be subject to inspection/testing by or at the direction of H-GAC and/or the ordering Customer, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Master Agreement, and unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the Contractor.
ARTICLE 14: ADDITIONAL REPORTING REQUIREMENTS
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
a. Customer Name
b. Product/Service purchased, including Product Code if applicable c. Customer Purchase Order Number
d. Purchase Order Date
e. Product/Service dollar amount
f. HGACBuy Order Processing Charge amount
ARTICLE 15: BACKGROUND CHECKS
Cooperative customers may request background checks on any awarded contractor’s employees who will have direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost of obtaining any background information requested by the Customer.
ARTICLE 16: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL
CERTIFICATION
As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001, Texas Government Code:
1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and
2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit.
ARTICLE 17: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively DocuSign Envelope ID: 28204277-B83F-4E0A-966D-82F9B33FD42D
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declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.)
ARTICLE 18: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13, 2020 and as amended October 26, 2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. ‘‘Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that Contractors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the-shelf items.
ARTICLE 19: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) With respect to products purchased by Customers for use in the National School Lunch Program and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part 210.21(d), to the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs.
In the event Contractor or Contractor’s supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, H-GAC Customers may decide not to purchase from Contractor. Additionally, H-GAC Customers may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement.
ARTICLE 20: BUY AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit Projects)
With respect to products purchased by Customer for use in federally funded highway projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable.
Contractor agrees to provide all certifications required by Customer regarding such programs. With respect to products purchased by Customer for use in federally funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 5323(j)(1), 49 C.F.R. Sections 661.6 or 661.12, to the extent applicable.
Contractor agrees to provide all certifications required by Customer regarding such programs.
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ARTICLE 21: DOMESTIC PREFERENCE
In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a Customer using federal grant award funds should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The Customer must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award.
If Contractor intends to qualify for Purchase Orders using federal grant money, the it shall work with the Customer to provide all required certifications and other documentation needed to show compliance.
ARTICLE 22: TITLE VI REQUIREMENTS
H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Master Agreement and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.
ARTICLE 23: EQUAL EMPLOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all Contracts and Customer Purchase Orders that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., pg.339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”
The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor agrees that such provision applies to any contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and agrees that it will comply with such provision.
ARTICLE 24: CLEAN AIR AND WATER POLLUTION CONTROL ACT
Customer Purchase Orders using federal funds must contain a provision that requires the Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) and will remain in compliance during the term of the Contract.
ARTICLE 25: PREVAILING WAGE
Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the Davis-Bacon Act, 40 U.S.C. 276a – 276a-5, as amended, and the regulations adopted thereunder contained in 29 C.F.R. pt. 1 and 5.
ARTICLE 26: CONTRACT WORK HOURS AND SAFETY STANDARDS
As per the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), where applicable, all Customer Purchase Orders in excess of ,000 that involve the employment of mechanics or laborers must include DocuSign Envelope ID: 28204277-B83F-4E0A-966D-82F9B33FD42D
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a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
ARTICLE 27: PROFIT AS A SEPARATE ELEMENT OF PRICE
For purchases using federal funds in excess of ,000, a Customer may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). Contractor agrees to provide information and negotiate with the Customer regarding profit as a separate element of the price for the purchase. Contractor also agrees that the total price, including profit, charged by Contractor to Customer will not exceed the awarded pricing, including any applicable discount, under any awarded contract.
ARTICLE 28: BYRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment (31U.S.C. 1352) – Contractors that apply or bid for an award exceeding ,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Customer. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352).Contractor certifies that it is currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) and will continue to be in compliance throughout the term of the Contract and further certifies that:
1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the entering into a cooperative Master Agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative Master Agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing, or attempting to influence, an officer or employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative Master Agreement, Contractor shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.
3. Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Master Agreements) and that all subcontractors shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ,000 and not more than ,000 for each such failure.
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ARTICLE 29: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS,
SUBGRANTS, COOPERATIVE MASTER AGREEMENTS, AND CONTRACTS Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15.
ARTICLE 30: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
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HGACBuy
H2O Partners Labor Category Hourly Rates
Project Executive/Principal $215.00
Quality Control Officer $180.00
Subject Matter Expert $160.00
Program Manager $185.00
Project Manager $160.00
Senior Consultant $155.00
Staff Consultant $120.00
Associate Consultant $110.00
Senior Planner $132.00
Associate Planner $120.00
Planner $110.00
GIS Specialist $110.00
Senior Grant Manager $132.00
Grant Manager $120.00
Senior Closeout Specialist $120.00
Closeout Specialist $110.00
Cost Estimator $110.00
Senior Insurance Specialist $155.00
Insurance Specialist $135.00
Environmental Specialist $135.00
Construction Manager $135.00
Construction Inspector $120.00
Eligibility Manager $155.00
Eligibility Analyst $120.00
Eligibility Consultant $110.00
Senior Case Manager $120.00
Case Manager $110.00
Technical Support Specialist $110.00
Attachment A
H2O Partners, Inc.
Contract No.: HP08-21
All Hazards Preparedness, Planning, Consulting & Recovery Services
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HGACBuy
Support Specialist $95.00
Publisher/Graphic Design $143.00
Senior Technical Writer $147.00
Technical Writer $100.00
IT System Management $124.00
IT System Support $107.00
Education & Outreach Specialist (Master) $135.00
Education & Outreach Specialist (Senior) $120.00
Education & Outreach Specialist (Mid) $110.00
Training Performance Consultant $120.00
Continuing Education Coordinator $110.00
Editor $147.00
Curriculum Development/Designer $147.00
Administrative Specialist $90.00
Roadway Asset Services (RAS) Management Labor Category Hourly Rates Training Services $150.00
Data Collection Specialist $100.00
Database Administrator $120.00
Senior Database Administrator $150.00
GIS Technician $90.00
GIS Analyst $110.00
Senior GIS Analyst $150.00
Programmer I $100.00
Programmer II / AMS Specialist $150.00
Pavement Subject Matter Expert $275.00
Transportation Subject Matter Expert $200.00
Asset Management Subject Matter Expert $200.00
Project Manager $160.00
Senior Project Manager $200.00
Principal-in-Charge $300.00
Pavement Consultant $200.00
Senior Pavement Consultant $275.00
Arborist $200.00
Unmanned Aerial Vehicle (UAV) Pilot in Command $210.00
Unmanned Aerial Vehicle (UAV) Pilot $185.00
Sensor Operator for Remote UAV $185.00
Visual Observer for Remote UAV $160.00
Roadway Asset Services (RAS) Inventory Rates
Centerline Identification (lump sum) $1,950.00
Field Set-up & GPS Network Creation (lump sum) $5,500.00 Project Calibration Site Survey (lump sum) $2,500.00
Collect Street Network (test mile) $80.00
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HGACBuy
Pavement Condition Index - ASTM D6433 surveys (PCI) (test mile) $50.00 Pavement Condition Index-ASTM D6433 (PCI) 100% rating of test mile driven $150.00 Pavement Condition Index - Modified ASTM D6433 Artificial Intelligence with 100% rating (PCI) (test mile) $40.00
Alley inventory (paved) (lane mile) $60.00
Alley inventory (unpaved) (lane mile) $70.00
GIS Street Centerline Creation (lane mile) $60.00
Pavement Widths (lane mile) $12.00
Signs (lane mile) $45.00
Signs, with no conditions rating (lane mile) $38.00
Signs, Nighttime Retroreflectivity, visual assessment (lane mile) $36.00 Sidewalks (lane mile) $40.00
Sidewalks, with no condition rating (lane mile) $32.00
Sidewalk Obstructions (lane mile) $30.00
ADA Ramps (lane mile) $30.00
ADA Ramps, with no condition rating (lane mile) $25.00
Signals (lane mile) $30.00
Inlets (lane mile) $30.00
Curb and Gutter (lane mile) $45.00
Curb and Gutter, with no condition rating (lane mile) $35.00 Pavement Markings (lane mile) $30.00
Pavement Striping (lane mile) $40.00
Water Valves (lane mile) $25.00
Control/vault boxes (lane mile) $25.00
Backflow and backflow enclosures (lane mile) $25.00
Fire Hydrants (lane mile) $25.00
Manholes (lane mile) $25.00
Street Lights (lane mile) $30.00
Transformers (lane mile) $25.00
Parking Meters (lane mile) $25.00
Utility Poles (lane mile) $30.00
Meter Boxes (lane mile) $25.00
Street Trees, location only (no tree species information) (lane mile) $90.00 Retaining Walls (lane mile) $40.00
Mailboxes (lane mile) $25.00
Driveways (Drive path) (lane mile) $45.00
Bus Shelters (lane mile) $25.00
Guardrails (lane mile) $25.00
Bike Lanes and Bike Lane Hazards (lane mile) $25.00
Bikeway Bollards (lane mile) $20.00
Traffic Calming Devices (lane mile) $30.00
ITS Beacons (lane mile) $25.00
ITS System Cabinets (lane mile) $30.00
ITS Pullboxes (lane mile) $35.00
ITS Service Connections (lane mile) $30.00
ITS Poles (lane mile) $30.00
ITS Dynamic Message Signs (lane mile) $20.00
Medians (lane mile) $60.00
Bridge Locations (lane mile) $30.00
Streetscapes (lane mile) $60.00
Parks and Recreation Facilities (unit) $60.00
Trail and bike path Inventory (mile) $60.00
GIS Delivery and Metadata Documentation (lump sum) $10,200.00 Pavement Report with 1 round of multi-year Budget Scenarios (lump sum) $25,000.00 Pavement Report without multi-year Budget Scenarios (lump sum) $15,000.00 3 additional PCI forecast scenarios (lump sum) $5,000.00
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HGACBuy
Onsite RAS data reviews (per day) $2,500.00
Falling Weight Deflectometer (FWD) and Ground Penetrating Radar (GPR) testing for Arterial and Collector Roads (lane mile) $145.00
Falling Weight Deflectometer (FWD) and Ground Penetrating Radar (GPR) testing for Local/Residential Roads (lane mile) $170.00
Falling Weight Deflectometer (FWD) analysis and reporting (SCI value in tables) (lane mile) $160.00 Falling Weight Deflectometer (FWD) and Ground Penetrating Radar (GPR) analysis and reporting (SCI value in tables and GPR thickness tables) (lane mile) $320.00 Mobilization for Falling Weight Deflectometer (FWD) and Ground Penetrating Radar (GPR) testing (lump sum) $15,000.00
Traffic Control for Falling Weight Deflectometer (FWD) and Ground Penetrating Radar (GPR) testing (day) $2,000.00
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Revised 6.1.18
AMENDMENT No. 1 to CONTRACT No. HP08-21
For
All Hazards Preparedness, Planning, Consulting & Recovery Services Between
HOUSTON-GALVESTON AREA COUNCIL
And
H2O Partners, Inc.
THIS AMENDMENT modifies the above referenced Contract as follows:
Clarifies Articles 26, 27, and 28 in Master Special Provisions of the above referenced Agreement (#7252) should read as follows:
ARTICLE 26: CONTRACT WORK HOURS AND SAFETY STANDARDS
As per the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), where applicable, all Customer Purchase Orders in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
ARTICLE 27: PROFIT AS A SEPARATE ELEMENT OF PRICE
For purchases using federal funds in excess of $150,000, a Customer may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). Contractor agrees to provide information and negotiate with the Customer regarding profit as a separate element of the price for the purchase. Contractor also agrees that the total price, including profit, charged by Contractor to Customer will not exceed the awarded pricing, including any applicable discount, under any awarded contract.
ARTICLE 28: BYRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment (31U.S.C. 1352) – Contractors that apply or bid for an award exceeding $100,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Customer. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352).Contractor certifies that it is currently in compliance with all applicable provisions of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352) and will continue to be in compliance throughout the term of the Contract and further certifies that:
1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the entering into a cooperative Master Agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative DocuSign Envelope ID: 3CAC878C-10F4-42DF-AC20-AB1092626BE8
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Revised 6.1.18
Master Agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing, or attempting to influence, an officer or employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative Master Agreement, Contractor shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.
3. Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Master Agreements) and that all subcontractors shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and conditions of this Contract shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives.
Signed for Houston-Galveston Area Council, ____________________________________ Houston, Texas Chuck Wemple, Executive Director
Date: _______________________________
Signed for: H2O Partners, Inc. __________________________________
Printed Name & Title: ____________________________________
Date: _______________________________
DocuSign Envelope ID: 3CAC878C-10F4-42DF-AC20-AB1092626BE8 Vice President
1/3/2022
Eric Howard
1/5/2022
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Revised 6.1.18
AMENDMENT No. 2 to CONTRACT No. HP08-21
For
All Hazards Preparedness, Planning, Consulting & Recovery Services Between
HOUSTON-GALVESTON AREA COUNCIL
And
H2O Partners, Inc.
THIS AMENDMENT modifies the above referenced Contract as follows:
This contract is extended through July, 31, 2024 Midnight CT.
Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and conditions of this Contract shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives.
Signed for Houston-Galveston Area Council, ____________________________________ Houston, Texas Chuck Wemple, Executive Director
Date: _______________________________
Signed for: H2O Partners, Inc. ____________________________________
Printed Name & Title: ____________________________________
Date: _______________________________
DocuSign Envelope ID: 99AAE1F6-F95A-48CB-822B-568F5664E7C2 Eric Howard Vice President
6/30/2023
7/3/2023
17.H.
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Extension - H2O Partners, Inc. - Public Services - ID: 12490
Revised 19Mar2024
EXTENSION No. 2 to CONTRACT No. HP08-21
For
All Hazards Preparedness, Planning, Consulting & Recovery Services Between
HOUSTON-GALVESTON AREA COUNCIL
And
H2O Partners, Inc.
THIS AMENDMENT modifies the above referenced Contract as follows:
Contract is extended through Jul 31 2025 Midnight CST or the effective date of the contracts resulting from the most recently awarded Request For Proposal (RFP) for All Hazards Preparedness, Planning, Consulting & Recovery Services, whichever occurs first.
Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and conditions of this Contract shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives.
Signed for: Houston-Galveston Area Council $docusign:SignHere::InternalSigner
Chuck Wemple
Executive Director
Date: $docusign:DateSigned::InternalSigner
Signed for: H2O Partners, Inc.
Printed Name:
Title:
$docusign:SignHere::Customer1
Eric Howard
Vice President
Date: $docusign:DateSigned::Customer1
DocuSign Envelope ID: F4457FB5-EFFE-455A-8A48-3A755A18B6B5 5/14/2024
5/17/2024
17.H.
HGAC Form D Solicitation:
HP08-21
H2O Partners, Inc.
Labor Category Hourly Rates
September 2024
Project Executive/Principal $215.00
Quality Control Officer $180.00
Subject Matter Expert $160.00
Program Manager $185.00
Project Manager $160.00
Senior Consultant $155.00
Staff Consultant $120.00
Associate Consultant $110.00
Senior Planner $132.00
Associate Planner $120.00
Planner $110.00
GIS Specialist $110.00
Senior Grant Manager $132.00
Grant Manager $120.00
Senior Closeout Specialist $120.00
Closeout Specialist $110.00
Cost Estimator $110.00
Senior Insurance Specialist $155.00
Insurance Specialist $135.00
Environmental Specialist $135.00
Construction Manager $135.00
Construction Inspector $120.00
Eligibility Manager $155.00
Eligibility Analyst $120.00
Eligibility Consultant $110.00
Senior Case Manager $120.00
Case Manager $110.00
Technical Support Specialist $110.00
Support Specialist $95.00
Publisher/Graphic Design $143.00
Senior Technical Writer $147.00
Technical Writer $100.00
IT System Management $124.00
IT System Support $107.00
Education & Outreach Specialist (Master) $135.00
Education & Outreach Specialist (Senior) $120.00
Education & Outreach Specialist (Mid) $110.00
Training Performance Consultant $120.00
Continuing Education Coordinator $110.00
Editor $147.00
Curriculum Development/Designer $147.00
Administrative Specialist $90.00
Roadway Asset Services (RAS) Management
Additional RAS Project work:Training Services $150.00
Additional RAS project work: Data Collection Specialist $100.00 Additional RAS project work: Database Administrator $120.00 Additional RAS project work: Senior Database Administrator $150.00 Additional RAS project work: GIS Technician $90.00
Additional RAS project work: GIS Analyst $110.00
Additional RAS project work: Senior GIS Analyst $150.00 Additional RAS project work: Programmer I $100.00
Additional RAS project work: Programmer II / AMS Specialist $150.00 Additional RAS project work: GIS Software Architect $150.00 Additional RAS project work: Senior GIS Software Architect $175.00 All Hazards Preparedness, Planning, Consulting & Recovery Services
17.H.
Additional RAS project work: Pavement Subject Matter Expert $275.00 Additional RAS project work: Transportation Subject Matter Expert $200.00 Additional RAS project work: Asset Management Subject Matter Expert $200.00 Additional RAS project work: Project Manager $160.00
Additional RAS project work: Senior Project Manager $200.00 Additional RAS project work: Principal-in-Charge $300.00 Additional RAS project work: Pavement Consultant $200.00 Additional RAS project work: Senior Pavement Consultant $275.00 Additional RAS project work: Arborist $200.00
Additional RAS project work: Unmaned Aerial Vehicle (UAV) Pilot in Command $210.00 Additional RAS project work: Unmaned Aerial Vehicle (UAV) Pilot $185.00 Additional RAS project work: Sensor Operator for Remote UAV $185.00 Additional RAS project work: Visual Observer for Remote UAV $160.00 Roadway Asset Services (RAS) Inventory Rates
Centerline Identification (lump sum) $1,950.00
Field Set-up & GPS Network Creation (lump sum) $5,500.00 Project Calibration Site Survey (lump sum) $2,500.00
Collect Street Network (test mile) $112.00
Roadway Asset Inventory - ASTM D6433 surveys (PCI) (test mile) $50.00 Roadway Asset Inventory-ASTM D6433 (PCI) 100% rating of test mile driven $150.00 Roadway Asset Inventory - modified ASTM D6433 Artificial Intelligence with 100% rating (PCI) (test mile) $40.00 Alley inventory (paved) (lane mile) $84.00
Alley inventory (unpaved) (lane mile) $84.00
GIS Street Centerline Creation (lane mile) $60.00
Pavement Widths (lane mile) $12.00
Sign & Support Inventory with Condition (lane mile) $60.00 Sign Inventory (lane mile) $45.00
Sign Inventory, with no conditions rating (lane mile) $38.00 Signs, Nightime Retroreflectivity, visual assessment (lane mile) $44.00 Sidewalks Inventory (lane mile) $40.00
Sidewalks Inventory, with no condition rating (lane mile) $32.00 Sidewalk Obstructions (lane mile) $30.00
Signals Inventory (lane mile) $30.00
Inlets Inventory (lane mile) $30.00
Curb and Gutter Inventory (lane mile) $45.00
Curb and Gutter Inventory, with no condition rating (lane mile) $35.00 Water Valves Inventory (lane mile) $25.00
Control/vault boxes Inventory (lane mile) $25.00
Backflow and backflow enclosures Inventory (lane mile) $25.00 Pavement Markings Inventory (lane mile) $30.00
Pavement Striping Inventory (lane mile) $40.00
Pedestrian Curb Ramps Inventory (lane mile) $30.00
Pedestrian Curb Ramps Inventory, with no condition rating (lane mile) $25.00 Fire Hydrants Inventory (lane mile) $25.00
Manholes Inventory (lane mile) $25.00
Street Lights Inventory (lane mile) $30.00
Transformers Inventory (lane mile) $25.00
Parking Meters Inventory (lane mile) $25.00
Utility Poles Inventory (lane mile) $30.00
Meter Boxes Inventory (lane mile) $25.00
Street Trees Inventory, location only (no tree species infromation) (lane mile) $80.00 Retaining Walls Inventory (lane mile) $40.00
Mailboxes Inventory (lane mile) $25.00
Driveways Inventory (Drive path) (lane mile) $45.00
Bus Shelters Inventory (lane mile) $25.00
Guardrails Inventory (lane mile) $25.00
Bike Lanes and Bike Lane Hazards Inventory (lane mile) $25.00 Bikeway Bollards Inventory (lane mile) $20.00
Traffic Calming Devices Inventory (lane mile) $30.00
ITS Beacons Inventory (lane mile) $25.00
ITS System Cabinets Inventory (lane mile) $30.00
17.H.
ITS Pullboxes Inventory (lane mile) $35.00
ITS Service Connections Inventory (lane mile) $30.00
ITS Poles Inventory (lane mile) $30.00
ITS Dynamic Message Signs Inventory (lane mile) $20.00
Medians Inventory (lane mile) $60.00
Bridge Locations Inventory (lane mile) $30.00
Streetscapes Inventory (lane mile) $60.00
Parks and Recreation Facilties Inventory (unit) $60.00
Trail and bike path Inventory $60.00
GIS Delivery and Metadata Documentation (lump sum) $10,200.00 Pavement Report with 1 round of multi-year Budget Scenarios (lump sum) $25,000.00 Pavement Report without multi-year Budget Scenarios (lump sum) $15,000.00 3 additional PCI forecast scenarios (lump sum) $5,000.00 Onsite RAS data reviews (per day) $3,000.00
PROWAGon: Mobilization and Data Collection (sidewalk miles) $350.00 PROWAGon: Enhanced Sidewalk Distress Identification/Attribution (sidewalk miles) $150.00 PROWAGon: Enhanced Ramp Condition Assessment/Attribution (sidewalk miles) $150.00 PROWAGon: Sidewalk Condition Rating and Index (SCI) Development (sidewalk miles) $100.00 PROWAGon: Crosswalk Inventory & Condition Analysis (sidewalk miles) $65.00 Falling Weight Deflectometer (FWD) and Ground Penetrating Radar (GPR) testing for Arterial and Collector Roads (lane mile) $179.00
Falling Weight Deflectometer (FWD) and Ground Penetrating Radar (GPR) testing for Local/Residential Roads (lane mile) $210.00
Falling Weight Deflectometer (FWD) analysis and reporting (SCI value in tables) (lane mile) $198.00 Falling Weight Deflectometer (FWD) and Ground Penetrating Radar (GPR) analysis and reporting (SCI value in tables and GPR thickness tables) (lane mile) $396.00
Mobilization for Falling Weight Deflectometer (FWD) and Ground Penetrating Radar (GPR) testing (lump sum) $18,600.00 Traffic Control for Falling Weight Deflectometer (FWD) and Ground Penetrating Radar (GPR) testing (day) $2,000.00 Roadway Asset Services (RAS) Analysis Rates
PAVER Data Load - pavement condition & attributes (lump sum) $5,500.00 Cartegraph Data Load -pavement condition & attributes (lump sum) $10,000.00 Cartegraph Data Load - ROW asset condition/attributes (per each asset) $5,000.00 Cartegraph Pavement Analysis, Parameter Configuration, & Multi-Year Plan (lump sum) $15,000.00 Cartegraph Scenario Builder Annual Update (lump sum) $15,000.00 DOT Software Implementation (lump sum) $50,000.00
DOT Data Load - pavement condition & attributes (lump sum) $14,000.00 DOT Data Load - ROW asset condition/attributes (per each asset) $5,000.00 DOT Pavement Analysis, Parameter Configuration, & Multi-Year Plan (lump sum) $40,000.00 DOT Pavement Analysis Annual Hosting, Maintenance & Support (lump sum) $30,000.00 DOT Implementation- Per Module -Bronze Level (lump sum) $10,000.00 DOT Implementation- Per Module -Silver Level (lump sum) $25,000.00 DOT Implementation- Per Module -Gold Level (lump sum) $75,000.00 DOT Implementation- Per Module- Platinum Level (lump sum) $150,000.00 DOT Annual Subscription- Per Module- Bronze Level (lump sum) $10,000.00 DOT Annual Subscription- Per Module- Silver Level (lump sum) $25,000.00 DOT Annual Subscription- Per Module- Gold Level (lump sum) $75,000.00 DOT Annual Subscription- Per Module -Platinum Level (lump sum) $150,000.00 DOT ArcGIS Integration - Asset Types 1-5 (lump sum) $18,000.00 DOT ArcGIS Integration - Asset Types 6-15 (lump sum) $35,000.00 DOT ArcGIS Integration- Asset Types 16-35 (lump sum) $70,000.00 DOT ArcGIS Integration- Asset Types 36+ (lump sum) $96,000.00 DOT Cityworks Integration- Asset Types 1-5 (lump sum) $21,000.00 DOT Cityworks Integration- Asset Types 6-15 (lump sum) $42,000.00 DOT Cityworks Integration- Asset Types 16-35 (lump sum) $83,000.00 DOT Cityworks Integration- Asset Types 36+ (lump sum) $114,000.00 Lucity/CentralSquare Data Load - pavement condition & attributes (lump sum) $8,000.00 Lucity Data Load - ROW asset condition/attributes (per each asset) $5,000.00 Lucity Pavement Analysis, Parameter Configuration, & Multi-Year Plan (lump sum) $14,000.00 Lucity Pavement Analysis Annual Update (lump sum) $14,000.00 Budget Optimization Street Selector BOSS™ Data Load (lump sum) $5,000.00
17.H.
Budget Optimization Street Selector BOSS™ Pavement Analysis & Multi-Year Plan (lump sum) $20,000.00 Budget Optimization Street Selector BOSS™ Annual Update - Bronze Level (lump sum) $15,000.00 Budget Optimization Street Selector BOSS™ Annual Update - Silver Level (lump sum) $22,500.00 Budget Optimization Street Selector BOSS™ Annual Update - Gold Level (lump sum) $30,000.00 Budget Optimization Street Selector BOSS™ Annual Update - Platinum Level (lump sum) $48,000.00 Budget Optimization Street Selector BOSS™ Annual Update - Titanium Level (lump sum) $60,000.00 Pavement Management Software Data Load (lump sum) $14,500.00 Management Section Spatial Optimization (lane mile) $20.00 Maintenance and Rehabilitation Activity Consulting & Coaching (lump sum) $5,500.00 Onsite Council Presentation Development & Delivery (lump sum) $4,000.00 Functional Classificaiton Review & Assignment (lane mile) $15.00 Web-Hosted Videologger & Deployment (<500 lane miles) $9,500.00 Web-Hosted Videologger & Deployment (501-1000 lane miles) $17,000.00 Web-Hosted Videologger & Deployment (1001-2,500 lane miles) $25,000.00 Web-Hosted Videologger & Deployment (2501+ lane miles) $34,500.00 Pavement & ROW Imagery Storage (lump sum / annual) $5,000.00
17.H.
City of Hemet
City Council Meeting
STAFF REPORT
Meeting: City Council Meeting - Jul 08 2025
Department: City Council
Submitted by: Mark Prestwich, City Manager
Kristian Ticas, Community Solutions Coordinator;
☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing
TITLE:
A Resolution of the City Council of the City of Hemet, California, Authorizing the City Manager to Execute Amendment No. 1 to Agreement 2024-108 with American Medical Response for Parking on City-Owned Property
RECOMMENDED ACTION:
It is respectfully recommended that the City Council:
Adopt a Resolution of the City Council of the City of Hemet, California, Authorizing the City Manager to Execute Amendment No. 1 to Agreement 2024-108 for an extension of a current Parking Agreement with American Medical Response, a California Corporation.
BACKGROUND:
On November 1, 2017, the City of Hemet entered into a parking agreement with American Medical Response (AMR) for access to park the Tenant's employees' personal vehicles and temporary ambulance parking on City property for a one-year term at $1,000.00 per month. Since then, the City and AMR have entered into subsequent consecutive yearly renewals for the same agreement.
ANALYSIS:
On July 1, 2024, the City of Hemet updated the existing lease agreement and raised the market rent to $1,200.00 per month, with a 5% yearly renewal increase beginning each July 1st thereafter. The attached First Amendment to that Agreement confirms the new lease rate of $1,260.00 per month effective July 1, 2025, and also includes two (2) one (1) year options to extend the Agreement for the Tenant.
STRATEGIC PLAN INTEGRATION:
17.I.
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 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:
$15,120.00 of annual rental revenue and a continued revenue source for the City of Hemet.
ALTERNATIVE(S):
Provide alternative direction to the City Manager.
ATTACHMENT(S):
Attachment 1: A Resolution Authorizing City Manager to Execute First Amendment to Agreement _ 2024-108
Attachment 2: American Medical Response - Lease - First Amendment - 2024-108
17.I.
CITY OF HEMET RESOLUTION NO. 2025-XXX 1
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CITY OF HEMET
HEMET, CALIFORNIA
RESOLUTION NO. 2025-XXX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEMET, CALIFORNIA, AUTHORIZING THE CITY
MANAGER TO EXECUTE FIRST AMENDMENT TO
AGREEMENT # 2024-108 ON CITY-OWNED PROPERTY
The City Council of the City of Hemet, California (hereafter referred to as the “City Council”) does resolve as follows:
WHEREAS, On November 1, 2017, the City of Hemet entered into a parking agreement with American Medical Response (AMR) for access to park the Tenant's employees' personal vehicles and temporary ambulance parking for a one-year term on City property at $1,000.00 per month; and
WHEREAS, the City and AMR have entered into subsequent consecutive yearly renewals for the same agreement; and
WHEREAS, on July 1, 2024, the City of Hemet updated the existing lease agreement and raised the market rent to $1,200.00 per month, with a 5% yearly renewal increase beginning each July 1st thereafter; and
WHEREAS, this First Amendment to that Agreement confirms the new lease rate of $1,260.00 per month effective July 1, 2025; and
17.I.
CITY OF HEMET RESOLUTION NO. 2025-XXX 2
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WHEREAS, this lease also includes two (2) one (1) year options to extend the Agreement for the Tenant; and
WHEREAS, the rental income from this lease agreement will generate approximately $15,120.00 of annual rental revenue to support the City's financial sustainability efforts and contribute to achieving the City's Strategic Plan Goals for Economic Opportunity, Community Engagement, and Organizational Effectiveness.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Hemet, California, as follows:
1. The City Council hereby authorizes the City Manager to execute the First Amendment to Agreement # 2024-108 for an extension of a current Parking Agreement with American Medical Response, a California Corporation.
2. The City Manager is further authorized to take any and all necessary actions to implement said lease agreements in accordance with the terms set forth in the attached staff report dated July 8, 2025.
3. This Resolution shall take effect immediately upon its adoption.
17.I.
CITY OF HEMET RESOLUTION NO. 2025-XXX 3
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Dated the 8th day of July 2025.
PASSED, APPROVED AND ADOPTED this 8th day of July 2025. ____________________________
Jaculin Peterson, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk
17.I.
CITY OF HEMET RESOLUTION NO. 2025-XXX 4
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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 8th day of June, 2025, and was passed by the following vote:
AYES: Council Members:
NOES: Council Members:
ABSTAIN: Council Members:
ABSENT: Council Members:
_____________________________
John Paul Maier, City Clerk
17.I.
00091753.1
FIRST AMENDMENT TO
AGREEMENT 2024-108
BY AND BETWEEN
THE CITY OF HEMET
A CALIFORNIA MUNICIPAL CORPORATION
AND
HEMET VALLEY AMBULANCE DBA AMERICAN MEDICAL
RESPONSE
A CALIFORNIA CORPORATION
DATED: MAY 6, 2025
17.I.
00091753.1 Page | 1
FIRST AMENDMENT TO AGREEMENT
This First Amendment to the Agreement for the Lease of the Parking Area is made and entered into as of this 6 th day of May, 2025, by and between the City of Hemet (the “Landlord”), a California municipal corporation and Hemet Valley Ambulance dba American Medical Response, a California corporation (the “Tenant”). The Landlord and Tenant are sometimes hereinafter referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A. The Landlord and Tenant entered into an agreement entitled “Lease Agreement” dated July 1, 2024 (“Agreement”) for the purpose of leasing the Parking Area, as defined in the Lease Agreement.
B. Pursuant to Section 4 of the Agreement, the Parties wish to amend the Agreement to extend term.
C. Section 4 of the Agreement provides that the Term of the Agreement ends June 30, 2025, with two (2) one (1) year options to extend.
D. This First Amendment exercises the first one-year extension options.
E. In accordance with Section 6 of the Agreement, the Parties wish to amend the Agreement to increase the Rent.
F. Section 6 of the Agreement states that Rent for the Parking Area is One Thousand Two Hundred Dollars ($1,200.00) per month. Commencing on July 1, 2025, and on each July 1 thereafter during the Term, the Monthly Rent shall increase by an amount between three percent (3%) and five percent (5%), as determined by the Landlord and communicated to the Tenant in writing at least thirty (30) days prior to the effective date of the increase.
G. This First Amendment increases the Rent by 5% pursuant to Section 6.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the Parties do hereby enter into this Amendment which modifies and amends the Agreement as follows:
1.AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 [TERM]. Section 4 of the Agreement is hereby amended as follows:
17.I.
00091753.1 Page | 2
Term. The term (“Term”) of this Agreement shall commence on July 1, 2024, and, unless earlier terminated, automatically expires on June 30, 2026 (“Expiration Date)” without the necessity of any notice or other action on Landlord’s part. Notwithstanding the foregoing, Tenant may terminate this Agreement by giving written notice to Landlord at least 30 days prior to the intended Expiration Date. Tenant understands and acknowledges that Landlord is under no obligation to grant any extension of the Term beyond the Expiration Date, that Tenant shall have no right to holdover or otherwise continue to occupy the Parking Area, beyond the Expiration Date and shall instead vacate and surrender the Parking Area, on or before the Expiration Date, except as provided herein.
Tenant shall have the option to extend this Agreement for up to one (1) additional period of one (1) year each, provided that Tenant gives Landlord written notice of its intention to exercise each such option at least sixty (60) days prior to the Expiration Date. If Tenant exercises an option to extend, all terms and conditions of this Agreement shall remain in full force and effect during the applicable Option Term.
If Tenant does not exercise its option to extend, Tenant shall have no right to holdover or otherwise continue to occupy the Parking Area beyond the Expiration Date and shall instead vacate and surrender the Parking Area on or before the Expiration Date.
1.2 [RENT]. Section 6 of the Agreement is hereby amended as follows:
Rent. As rent for the Parking Area, Tenant agrees to pay to Landlord the sum of One Thousand Two Hundred and Sixty Dollars ($1,260.00) per month. Monthly Rent shall be paid in advance on or before the first calendar day of each month during the Term. Commencing on July 1, 2025, and on each July 1 thereafter during the Term, the Monthly Rent shall increase by an amount between three percent (3%) and five percent (5%), as determined by the Landlord and communicated to the Tenant in writing at least thirty (30) days prior to the effective date of the increase.
2.REMAINDER UNCHANGED. Except as specifically modified and amended in this Amendment, the Agreement remains in full force and effect and binding upon the Parties.
3.INTEGRATION. This Amendment consists of pages 1 through 4, inclusive, which constitute the entire understanding and agreement of the Parties and supersedes all negotiations or previous agreements, including written or verbal communications between the Parties with respect to all or any part of the transaction discussed in this Amendment.
4.SEVERABILITY. If any portion of this Amendment is declared invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
5.EFFECTIVE DATE. This Amendment shall not become effective until the date it has been executed by the appropriate authorities of the Landlord and Tenant.
6.APPLICABLE LAW. The laws of the State of California shall govern the interpretation and enforcement of this Amendment.
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00091753.1 Page | 3
7.REFERENCES. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Amendment. [SIGNATURE PAGE FOLLOWS]
17.I.
00091753.1 Page | 4
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Agreement on the date and year first written above.
CITY OF HEMET
___________________________
Mark Prestwich
City Manager
ATTEST:
CITY CLERK
By: ___________________________
APPROVED AS TO FORM:
CITY ATTORNEY
By: ____________________________
TENANT
By:
Its:
17.I.
City of Hemet
City Council Meeting
STAFF REPORT
Meeting: City Council Meeting - Jul 08 2025
Department: Public Works
Submitted by: Mark Prestwich, City Manager
Jilleen Ferris, Deputy Public Works Director/Assistant 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 and Ordering the Summary Vacation of Existing Right-of-Way for Portions of Sanderson Avenue
RECOMMENDED ACTION:
It is respectfully recommended that the City Council:
Adopt a Resolution of the City Council of the City of Hemet, California, Approving and Ordering the Summary Vacation of Existing Right-of-Way for Portions of Sanderson Avenue.
BACKGROUND:
Sanderson Square (SP05-03) includes the undeveloped area bounded by Sanderson Avenue to the west, Whittier Avenue to the north, Kirby Industrial to the east, and railroad/self-storage to the south.
APNs 456-030-048, 456-030-051, and 456-030-036 currently front Sanderson Avenue as part of Sanderson Square.
At the time that the Specific Plan was developed and approved, the half street right-of-way along Sanderson Avenue fronting Sanderson Square was 50 feet. As part of Lot Line Adjustment No. 04- 17, an additional 45 feet of roadway dedication was provided along Sanderson Avenue. Currently, the City of Hemet’s General Plan identifies Sanderson Avenue within this area as a Major Street, with half street right-of-way varying from 49 feet to 54 feet. Additionally, the City of Hemet’s Scenic Highway Setback identifies this portion of the street and requires an additional 25 feet. This results in a required right-of-way for roadway and scenic highway setback of 74 feet to 79 feet. Currently, the existing half street right-of-way along the project frontage is 95 feet.
ANALYSIS:
Pursuant to the provisions of Public Streets, Highways, and Service Easements Vacation Law (Division 9, Part 3 of the California Streets and Highways Code, Section 8300 et seq.) and specifically Chapter 4, “Summary Vacation”, the City Council may summarily vacate any excess right-of-way or
17.J.
highway not required for street or highway purposes. The proposed half street right-of-way for street improvements of 50 feet is consistent with the City of Hemet General Plan, and an additional 25 feet for the scenic highway setback would require a total of 75 feet of right-of-way. The existing half street right-of-way of 95 feet provides an additional 20 feet and therefore is being vacated consistent with Section 8334(a).
DISCUSSION:
The City Engineer and the consultant City Surveyor have reviewed the vacation legal description and plat and find that it is technically correct.
Staff recommends that the City Council adopt a Resolution of the City Council of the City of Hemet, California, approving and ordering the summary vacation of existing right-of-way for portions of Sanderson Avenue described in Exhibits “A” and “B” in Attachment 2 of this report.
PREVIOUS COUNCIL ACTION:
There has been no previous Council action.
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.
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.
FISCAL IMPACT:
There are no impacts to the General Fund.
ALTERNATIVE(S):
1. Do not approve the summary vacation.
2. Provide alternative direction to the City Manager.
ATTACHMENT(S):
Attachment 1 - Resolution Approving and Ordering the Summary Vacation Attachment 2 - Exhibits A and B
Attachment 3 - Approximate Location
17.J.
CITY OF HEMET RESOLUTION NO. 2025-XXX 1
CITY OF HEMET
HEMET, CALIFORNIA
RESOLUTION NO. 2025-xxx
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF HEMET, CALIFORNIA, APPROVING AND ORDERING
THE SUMMARY VACATION OF EXISTING RIGHT-OF-
WAY FOR PORTIONS OF SANDERSON AVENUE WITHIN
PARCEL MAP 20670
The City Council of the City of Hemet, California (hereafter referred to as the “City Council”) does resolve as follows:
WHEREAS, the Sanderson Square Specific Plan (SP05-03) includes the undeveloped area bounded by Sanderson Avenue to the west, Whittier Avenue to the north, Kirby Industrial to the east, and railroad/self-storage to the south; and WHEREAS, APNs 456-030-048, 456-030-051 and 456-030-036 currently front Sanderson Avenue as part of Sanderson Square; and
WHEREAS, at the time that the Specific Plan was developed and approved, the half street right-of-way along Sanderson Avenue fronting Sanderson Square was 50 feet; and
WHEREAS, per a previously processed Lot Line Adjustment (No. 04-17), an additional 45 feet of roadway dedication was provided along Sanderson Avenue; and WHEREAS, the City’s General Plan identifies Sanderson Avenue within this area as a Major Street, with half street right-of-way varying from 49 feet to 54 feet; and WHEREAS, additionally, the City of Hemet’s Scenic Highway Setback identifies this portion of the street and requires an additional 25 feet; and
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CITY OF HEMET RESOLUTION NO. 2025-XXX 1
WHEREAS, this results in the required right-of-way along the project frontage being 74 to 79 feet; and
WHEREAS, the current existing half street right-of-way along the project frontage is 95 feet; and
WHEREAS, pursuant to the provisions of Public Streets, Highways, and Service Easements Vacation Law (Division 9, Part 3 of the California Streets and Highways Code, Section 8300 et seq.) and specifically Chapter 4, “Summary Vacation”, the City Council may summarily vacate any excess right-of-way or highway not required for street or highway purposes; and
WHEREAS, the proposed half street right-of-way for street improvements of 50 feet is consistent with the City of Hemet General Plan, and an additional 25 feet for the scenic highway setback would require a total of 75 feet of right-of-way; and WHEREAS, vacating 20 feet of right-of-way consistent with Section 8334(a) would bring the project frontage right-of-way within City requirements; and WHEREAS, a right-of-way vacation accomplishing the above was submitted by the relevant owners, reviewed, and found technically correct by the City Engineer and consultant City Surveyor; and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HEMET FINDS, DETERMINES, ORDERS, AND RESOLVES AS FOLLOWS:
SECTION 1.FINDINGS - The recitals set forth above are hereby adopted as findings in support of this Resolution.
SECTION 2. APPROVAL OF RIGHT-OF-WAY VACATION – The City Council of the City of Hemet, California, hereby approves and orders the summary vacation of
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CITY OF HEMET RESOLUTION NO. 2025-XXX 1
existing right-of-way for portions of Sanderson Avenue described in Exhibits “A” and “B” attached herein.
SECTION 3.EFFECTIVE DATE - This Resolution shall become effective on July 8, 2025.
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CITY OF HEMET RESOLUTION NO. 2025-XXX 1
PASSED, APPROVED AND ADOPTED this 8th day of July, 2025. ____________________________
Jackie Peterson, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk
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CITY OF HEMET RESOLUTION NO. 2025-XXX 1
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 8th day of July, 2025, and was passed by the following vote:
AYES: Council Members:
NOES: Council Members:
ABSTAIN: Council Members:
ABSENT: Council Members:
_____________________________
John Paul Maier, City Clerk
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EXHIBIT “A”
LEGAL DESCRIPTION
RIGHT-OF-WAY VACATION
PARCEL "A"
PARCEL 1 AS GRANTED TO THE CITY OF HEMET PER DOCUMENT RECORDED MARCH 30, 2006 AS INSTRUMENT No. 2006-0225847, AND A PORTION OF LOTS "A" AND "B" AS DEDICATED TO, AND ACCEPTED BY , THE CITY OF HEMET PER PARCEL MAP No. 20670 AS SHOWN BY MAP ON FILE IN BOOK 130, PAGES 75 AND 76 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY ,
CALIFORNIA, IN THE CITY OF HEMET, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, LYING IN SECTION 17, TOWNSHIP 5 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS;
COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 1, BEING ALSO THE SOUTHWEST CORNER OF PARCEL 5 OF PARCEL MAP No. 14939 AS SHOWN BY MAP ON FILE IN BOOK 79, PAGES 55 AND 56 OF PARCEL MAPS, RECORDS OF SAID RIVERSIDE COUNTY , CALIFORNIA; THENCE SOUTH 89 °22'38" EAST ALONG THE NORTH LINE OF SAID PARCEL 1 AND THE SOUTH LINE OF SAID PARCEL 5, 25.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°22'38" EAST ALONG SAID NORTH LINE OF SAID PARCEL 1 AND THE SOUTH LINE OF SAID PARCEL 5, 20.00 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 1;
THENCE SOUTH 00°53'07" WEST ALONG THE EAST LINE OF SAID PARCEL 1, 630.01 FEET TO THE NORTHWEST CORNER OF LOT 3 OF LOT LINE ADJUSTMENT No. 04-17, RECORDED MAY 5, 2005 AS INSTRUMENT No. 2005-0357760 OF OFFICIAL RECORDS OF SAID RIVERSIDE COUNTY , CALIFORNIA;
THENCE CONTINUING SOUTH 00 °53'07" WEST ALONG THE EAST LINE OF SAID PARCEL 1 AND THE WEST LINE OF SAID LOT 3, 102.89 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL 1 AND A POINT OF INTERSECTION WITH THE NORTH LINE OF SAID LOT "A"; THENCE CONTINUING SOUTH 00 °53'07" WEST ALONG SAID WEST LINE OF LOT 3, 609.88 FEET TO THE SOUTHWEST CORNER OF SAID LOT 3;
THENCE NORTH 89 °22'38" WEST ALONG THE WESTERLY PROLONGATION OF THE SOUTH LINE OF SAID LOT 3, 20.00 FEET TO A LINE PARALLEL WITH AND 75.00 FEET EAST OF THE CENTERLINE OF SANDERSON AVENUE;
THENCE NORTH 00°53'07" EAST ALONG SAID PARALLEL LINE, 609.88 FEET TO SAID NORTH LINE OF LOT "A";
THENCE CONTINUING NORTH 00°53'07" EAST ALONG SAID PARALLEL LINE, 732.90 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINS 0.62 ACRES, MORE OR LESS.
PAGE 1 OF 2
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EXHIBIT ‘B’ ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF, SUBJECT TO
ALL EXISTING CONDITIONS, RESERVATIONS, RESTRICTIONS, EASEMENTS, OFFERS OF DEDICATION, RIGHTS AND RIGHTS OF WAYS OF RECORD.
PREPARED BY ME OR UNDER MY SUPERVISION:
__________________________________________
SCOTT EUGENE BRIMHALL
PLS 7843
EXPIRES 12/31/26
DATE SIGNED:_____________________
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*IMPORTANT* Maps and data are to be used for reference purposes only. Map features are approximate, and are not necessarily accurate to surveying or engineering standards. The County of Riverside makes no warranty or guarantee as to the content (the source is often third party), accuracy, timeliness, or completeness of any of the data provided, and assumes no legal responsibility for the information contained on this map. Any use of this product with respect to accuracy and precision shall be the sole responsibility of the user. © Riverside County GIS
Legend
Portion Sanderson ROW Vacation Location
Notes
REPORT PRINTED ON... 6/12/2025 10:45:17 AM
0 1,505752 Feet
County Boundary
City Boundaries
Blueline Streams
City Areas
World_Street_Map
Approximate Location
of Proposed Vacation
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City of Hemet
City Council Meeting
STAFF REPORT
Meeting: City Council Meeting - Jul 08 2025
Department: Police Department
Submitted by: Mark Prestwich, City Manager
Derek Maddox, Lieutenant;
☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing
TITLE:
A Resolution of the City Council of the City of Hemet, California, Authorizing the City Manager to Enter into an Agreement with Everon, LLC for the Purchase of One Live View Technology (LVT) Mobile Surveillance Unit in the Amount of $38,062.50 and a Two-Year Term LVT Mobile Surveillance Unit Software Subscription in the Amount of $30,000.00
RECOMMENDED ACTION:
It is respectfully recommended that the City Council:
Adopt a Resolution of the City Council of the City of Hemet, California, authorizing the City Manager to enter into an agreement with Everon, LLC for the purchase of one Live View Technology (LVT) Mobile Surveillance Unit in the amount of $38,062.50 and a two-year term LVT Mobile Surveillance Unit Software Subscription in the amount of $30,000.00.
BACKGROUND:
The City of Hemet is in the second of a three-year $2.5 million Organized Retail Theft Prevention Grant award aimed at enhancing security measures to combat retail theft within the community.
In line with the grant's objectives, the Hemet Police Department purchased four LVT Mobile Surveillance Units in January of 2024. These units have proven to be highly effective in deterring criminal activity, enhancing situational awareness, and serving as force multipliers in both city-owned and high-traffic retail areas. These units have been deployed to retail centers and commercial corridors, where incidents of organized retail theft, loitering, and theft-related crimes are most prevalent. Each trailer provides real-time video feed access, remote control capabilities, and mobile deployment flexibility, allowing our department to respond dynamically to crime trends and community needs.
Due to the demonstrated success of the initial four units, the Hemet Police Department received approval from the California BSCC to utilize Organized Retail Theft Prevention Grant funds for the purchase of a fifth LVT Mobile Surveillance Unit.
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ANALYSIS:
The proposed purchase includes one LVT Mobile Surveillance Unity priced at $38,062.50, plus $30,000.00 for a two-year term LVT Mobile Surveillance Unit Software Subscription, amounting to an overall total of $68,062.50. The chosen vendor, Everon, LLC, has been selected based on both matching our existing units and on their reputation for providing cutting-edge surveillance solutions and favorable pricing through the OMNIA Contract #R220701.
DISCUSSION:
The acquisition of the LVT Mobile Surveillance Unit aligns with the City's commitment to enhancing public safety and security. This unit offers advanced features, including high-definition video recording, real-time monitoring, and remote access capabilities, for the Real-Time Information Center.
The utilization of the approved California BSCC Organized Retail Theft Prevention grant funds ensures that the purchase does not impose a burden on the City's General Fund resources.
The acquisition of an additional LVT Mobile Surveillance Unit is a strategic investment in bolstering the City's efforts to combat organized retail theft. Approval of this recommendation will contribute significantly to reducing criminal activities within retail establishments, benefiting both businesses and residents.
PREVIOUS COUNCIL ACTION:
City Council accepted the California BSCC Organized Retail Theft grant in the amount of $2,500,065 on October 10, 2023. Additionally, in support of initiatives aimed at improving public safety and security within the community and in accordance with grant requirements and guidelines, the City Council approved the purchase of four LVT Mobile Surveillance Units from ADT Commercial/Everon Solutions on January 30, 2024.
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.
Objective 3: Increase Public Safety visibility and response.
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.
GOAL FOUR: PARTNERSHIP & COLLABORATION
To pursue partnerships that will increase the opportunities available to the community, including our businesses, unemployed, and youth populations.
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 2: Evaluate existing practices to ensure continuity with industry best practices.
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FISCAL IMPACT:
The CA BSCC Organized Retail Theft Prevention Grant has approved the purchase of a fifth LVT Mobile Surveillance Unit, mitigating any impact on the City's General Funds. No additional financial burden is anticipated beyond the grant allocation.
The total cost of this purchase, including the LVT Mobile Surveillance Unit and the two-year software subscription, is $68,062.50, including tax.
Expenditure:
Purchase one LVT Mobile Surveillance Unit for $38,062.50, Account 232.09.2000.65400.00080 Capital Outlay.
Two-Year Service Agreement of LVT Mobile Surveillance Unit Software Subscription for $30,000, Account 232.09.2000.52265.00080 Software Maintenance.
ALTERNATIVE(S):
Reject the proposed purchase utilizing grant funds and explore alternative security measures.
ATTACHMENT(S):
Attachment: 1 Resolution LVT Mobile Unit
Attachment 2: Agreement
Attachment 3: Pricing Agreement (10)
Attachment 4: Picture of an LVT Mobile Unit
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CITY OF HEMET RESOLUTION NO. 2025-XXX 1
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CITY OF HEMET
HEMET, CALIFORNIA
RESOLUTION NO. 2025-239
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF HEMET, CALIFORNIA, AUTHORIZING THE CITY
MANAGER TO ENTER INTO AN AGREEMENT WITH
EVERON, LLC FOR THE PURCHASE OF ONE LIVE VIEW
TECHNOLOGY (LVT) MOBILE SURVEILLANCE UNIT IN
THE AMOUNT OF $38,062.50 AND A TWO-YEAR TERM
LVT MOBILE SURVEILLANCE UNIT SOFTWARE
SUBSCRIPTION IN THE AMOUNT OF $30,000.00
The City Council of the City of Hemet, California (hereafter referred to as the “City Council”) does resolve as follows:
WHEREAS, the City of Hemet was awarded a 2.5-million-dollar Organized Retail Theft Prevention Grant, aimed at enhancing security measures to combat retail theft within the community. In line with the grant's objectives, the Hemet Police Department is proposing the acquisition of one LVT Mobile Surveillance Unit from Everon, LLC. This unit is equipped with state-of-the-art technology to bolster the city's surveillance capabilities, contributing to the overall safety and security of retail establishments; and
WHEREAS, this proposed purchase includes one (1) LVT Mobile Surveillance Unit priced at $38,062.50, including all applicable taxes. Additionally, a two-year software subscription for this unit is required, costing $15,000.00 per year, amounting to $30,000.00 over the two-year term. The chosen vendor, Everon, LLC, has been selected based on their reputation for providing cutting-edge surveill ance solutions and favorable pricing through the OMNIA Contract; and
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CITY OF HEMET RESOLUTION NO. 2025-XXX 2
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WHEREAS, this acquisition of the LVT Mobile Surveillance Unit aligns with the City's commitment to enhancing public safety and security. This unit offers advanced features such as high-definition video recording, real-time monitoring, and remote access capabilities for our Real Time Crime Center. The utilization of the Organized Retail Theft Prevention Grant funds ensures that the purchase does not impose a burden on the City's budget; and
WHEREAS, this acquisition of LVT Mobile Surveillance Unit is a strategic investment in bolstering the City's efforts to combat organized retail theft. The proposed purchase, funded by the Organized Retail Theft Prevention Grant, aligns with the City's commitment to enhancing public safety. Approval of this recommendation will contribute significantly to reducing criminal activities within retail establishments, benefitting both businesses and residents; and
WHEREAS, the CA BSCC Organized Retail Theft Prevention Grant has been secured to cover these expenses, mitigating any impact on the City's general funds. No additional financial burden is anticipated beyond the grant allocation. The total cost of this purchase, including one LVT Mobile Surveillance Unit and the two-year software subscription, is $68,062.50; and
WHEREAS, the staff requests the City Council authorize the City Manager to enter into an agreement with Everon, LLC to purchase one (1) LVT Mobile Surveillance Unit in the amount of $38,062.50 and a two-year term LVT Mobile Surveillance Unit Software Subscription in the amount of $30,000.00.
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CITY OF HEMET RESOLUTION NO. 2025-XXX 3
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HEMET FINDS, DETERMINES, ORDERS AND RESOLVES AS FOLLOWS:
SECTION 1. FINDINGS - The recitals set forth above are hereby adopted as findings in support of this Resolution.
SECTION 2. DETERMINES – Funding for this purchase exists in the CA BSCC Organized Retail Theft Prevention.
SECTION 3. ORDERS - The City Council hereby authorizes the City Manager to enter into an agreement with Everon, LLC to purchase one (1) LVT Mobile Surveillance Unit in the amount of $38,062.50 and a two-year term LVT Mobile Surveillance Unit Software Subscription in the amount of $30,000.00.
SECTION 4. EFFECTIVE DATE - This Resolution shall become effective on July 8, 2025.
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CITY OF HEMET RESOLUTION NO. 2025-XXX 4
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PASSED, APPROVED, AND ADOPTED this 8th day of July, 2025. ____________________________
Jackie Peterson, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk
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CITY OF HEMET RESOLUTION NO. 2025-XXX 5
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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 8 th day of July, 2025, and was passed by the following vote:
AYES: Council Members:
NOES: Council Members:
ABSTAIN: Council Members:
ABSENT: Council Members:
_____________________________
John Paul Maier, City Clerk
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GOODS AND SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF HEMET,
A CALIFORNIA MUNICIPAL CORPORATION
AND
EVERON, LLC
A LIMITED LIABILITY COMPANY
AGREEMENT # 2025-100
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00092061.2
GOODS AND SERVICES AGREEMENT
FOR LVT MOBILE SURVEILLANCE UNIT AND SOFTWARE
BETWEEN THE CITY OF HEMET AND EVERON, LLC
THIS GOODS AND SERVICES AGREEMENT (“Agreement”) is made and entered into this 9th day of July, 2025 (“Effective Date”), by and between the CITY OF HEMET (“City”), a California municipal corporation and Everon, LLC, a limited liability company (“Vendor”). For the purposes of this Agreement City and Vendor are sometimes hereinafter referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
1. City has sought by direct contract based on OMNIA Partners contract award # R220701 to purchase from Vendor the materials, equipment, and the performance of services defined and descr ibed particularly in Section 2, “Scope of Services ” of this Agreement.
2. Vendor desires to perform and assume responsibility the sale of certain materials , equipment and the performance of services required by the City on the terms and conditions set forth in this Agreement.
3. Vendor represents that it has the required competence and qualifications necessary for the satisfactory performance of the services required and to provide materials and equipment requested by the City.
4. The Parties desire to formalize the selection of Vendor to sell to City the materials and equipment and to render such services as defined and described particularly in Section 2 “Scope of Services” of this Agreement and desire that the term of that performance be as particularly defined and described herein.
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PERATIVE PROVISIONS
NOW, THEREFORE, for and 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:
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ECTION 1. TERM OF AGREEMENT
Subject to the provisions of Section 21 "Termination of Agreement" of this Agreement, the Term of this Agreement is for two (2) years, commencing on Effective Date, unless otherwise extended by written agreement of the Parties . Vendor shall provide all Goods (defined particularly below) and complete the Services (defined particularly below) within the Term of this Agreement and shall meet any other established schedules and deadlines.
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SECTION 2. SCOPE OF SERVICES
(a) Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Vendor agrees to perform the services and tasks set forth in Exhibit “A,” “Scope of Services” (hereinafter, the “Services”), and the City agrees to retain and does hereby retain Vendor for the Services.
(b) Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Vendor agrees to sell to City and City agrees to purchase the materials and/or equipment set forth in Exhibit “A,” “Scope of Services” (hereinafter, the “Goods”). Unless specifically stated otherwise, the Goods shall be new and unused and of the current production year.
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ECTION 3. SCHEDULE OF PERFORMANCE
Vendor shall provide the Goods and/or Services expeditiously, within the Term of this Agreement, as set forth in Exhibit “C,” “Schedule of Performance.” Upon request of City, Vendor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Performance.
SECTION 4. ADDITIONAL SERVICES
At any time during the Term of this Agreement, City may request that Vendor perform “Additional Work.” As used herein, “Additional Work” means any work which is determined by City to be necessary for the proper completion of the Goods and/or Services, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Vendor shall not be compensated for any Additional Work, unless such Additional Work is authorized in advance and in writing in accordance with Section 2 7 “Administration and Implementation” or Section 2 8 “Amendment” of this Agreement. If and when such Additional Work is authorized, such additional work shall be deemed to be part of the Goods and Services.
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ECTION 5. COMPENSATION
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Vendor 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 Sixty-Eight Thousand Sixty-Two Dollars and Fifty Cents ($68,062.50) (“Not to Exceed Amount”), unless additional compensation is approved in writing in accordance with Section 27 “Administration and Implementation” or Section 28“Amendment” of this Agreement.
(b) All City vendors and consultants receiving new contracts, contract renewals, or contract extensions must sign up to receive electronic payments through the City's Automated Clearing House (ACH) payments service/provider. Electronic payments are processed bi - weekly and are safe and secure. To enroll in ACH electronic payments contact [email protected].
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(c) Payment to Vendor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Vendor.
(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.”
(e) If Additional Work is authorized, Vendor will be compensated at the same rates and manner as set forth in this Agreement.
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ECTION 6. 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 and/or the goods provided. The invoices shall be emailed to [email protected].
(b) Vendor shall at any time prior to the fifteenth (15th) of any month, submit to City a complete and accurate written itemized invoice for services performed and/or goods provided. The invoice must be in a format approved by City, as detailed in (c) below.
(c) In order to receive payment, Vendor shall submit to City an itemized invoice, on a monthly basis, for services performed pursuant to this Agreement. Each itemized statement shall identify at the top of the first page, the Not to Exceed Amount, the services rendered during the billing period, the amount due for the statement invoice and the total amount previously invoiced, if any, 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 subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in Section 5 (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 Vendor to determine whether the work performed/ good delivered 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 (d). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Vendor for correction and resubm ission.
(d) Except as to any charges for work performed or expenses incurred by Vendor which are disputed by City, City will use its best efforts to cause Vendor to be paid within forty-five (45) days of receipt of Vendor’s correct and undisputed invoice.
(e) The Parties estimate that performance of this Agreement will not exceed the Not to Exceed Amount. Vendor shall notify the City in writing whenever it has reason to believe that the
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00092061.2
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 Maximum Amount specified herein. As part of the notification, the Consultant shall provide the City a revised estimate of the total cost of performing this Agreement.
SECTION 7. INDEPENDENT CONTRACTOR
(a) Vendor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Vendor 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 providing the Goods and/or Services under this Agreement on behalf of Vendor shall at all times be under Vendor’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 Vendor or any of Vendor’s officers, employees , subcontractors or agents except as set forth in this Agreement. Vendor shall not at any time or in any manner represent that Vendor or any of Vendor’s officers, e mployees, or agents are in any manner officials, officers, employees or agents of City.
(c) Neither Vendor, nor any of Vendor’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. Vendor expressly waives any claim Vendor may have to any such rights.
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ECTION 8. ACCEPTANCE OF GOODS
(a) The Goods shall be received subject to City’s inspection and right of rejection. The Goods shall not be considered accepted until inspection, testing and/or use of the Goods is found to be in accordance with the City’s specifications. Final inspection of the Goods shall be at the location specified herein, unless otherwise agreed in writing. Acceptance of any of the Goods by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 1 9 “Indemnification” and Section 20 “Insurance.”
(b) If the Goods are found at any time to be defective in material or workmanship, or otherwise not in conformance with specifications, City shall have the right, in addition to any other rights which it may have under warranties or otherwise, to reject such Goods in whole or in part. Rejected Goods shall be held at Vendor’s risk for a reasonable time thereafter and shall be returned or disposed of at Vendor’s expense. No rejected Goods shall be replaced by Vendor without written instruction or authorization from City.
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ECTION 9. ACCEPTANCE OF SERVICES
City may inspect and accept or reject any of Vendor ’s work under this Agreement, either during performance of the Services or when Services are completed. City shall reject or finally accept Vendor’s work within sixty (60) days after submitted to City. City shall reject work by a timely
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written explanation, otherwise Vendor ’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 Vendor ’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 19 “Indemnification” and Section 20 “Insurance.”
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ECTION 10. CONTINUITY OF PERSONNEL
Vendor shall make every reasonable effort to maintain the stability and continuity of Vendor ’s staff and subcontractors, if any, assigned to provide the Goods and/or Services. Vendor shall notify City of any changes in Vendor’s staff and subcontractors, if any, assigned to provide the Goods and/or Services prior to and during any such performance.
SECTION 11. STANDARD OF PERFORMANCE
Vendor represents and warrants that it has the qualifications, experience and facilities necessary to properly provide the Goods and/or Services required under this Agreement in a thorough, competent and professional manner. Vendor shall at all times faithfully, competently and to the best of its ability, experience and talent, provide the Goods and/or Services . In meeting its obligations under this Agreement, Vendor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Vendor under this Agreement, and shall use such skill, prudence, and diligence as other members of Vendor ’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 Services ” that shall also be applicable to Vendor’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.
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ECTION 12. WARRANTY OF GOODS
In addition to all warranties which may be provided by law, Vendor warrants that the Goods delivered hereunder shall, (a) be free from defect of material or workmanship and conform strictly to the specifications, drawings, or sample specified or furnished; (b) conform to drawings, plans, specifications, samples or other descriptions furnished, specified, accepted or approved by City; and (c) be merchantable and fit for the purposes intended. The warranty shall be for a period of one (1) year, or such longer period as provided by a manufacturer’s warranty or as agreed to by Vendor and City, from the date of final written acceptance of the Goods by City. This warranty shall survive any inspection, delivery, acceptance, or payment by City of the Goods. Vendor, at its own expense, shall repair or replace, at the option of City, any defective Goods within two (2) business days after receipt of notice from City or within four (4) hours in case of emergency, as determined by City. Vendor also warrants that the Goods are free and clear of all liens and encumbrances whatsoever, that Vendor is conveying good and marketable title to same, and that Vendor owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Vendor agrees to indemnify, defend and hold City harmless against
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any and all third -party claims resulting from the breach or inaccuracy of any of the foregoing warranties.
SECTION 13. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES (a) Vendor 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. Vendor shall be liable for all violations of such laws and regulations in connection with this Agreement. Vendor 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. Vendor represents and warrants that Vendor has obtained or shall promptly obtain all necessary licenses to provide the Goods and/or Services set forth in this Agreement and that such licenses are in good standing. Vendor further represents and warrants that the S ervices 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 Vendor to comply with this section.
(b) Vendor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board ( CARB).
Vendor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment,” which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Vendor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Vendor, its subcontractors, or others for whom Vendor is responsible under its indemnity obligations provided for in this Agreement.
(c) To the extent applicable, Vendor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000- 14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used i n the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
i. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Vendor or City to penalties, fines, or additional regulatory requirements. Vendor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless,
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pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Vendor’s non- compliance with the laws, regulations and policies described in this section, unless such non- compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
ii. In addition to any other standard of care requirements set forth in this Agreement, Vendor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this section.
Vendor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this section as they may relate to the Services provided under this Agreement. Upon request, City will provide Vendor with a list of training programs that meet the requirements of this paragraph.
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ECTION 14. PREVAILING WAGE LAWS
(a) Vendor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and i f the total compensation is one - thousand dollars ( $1,000) or more, Vendor agrees to fully comply with such Prevailing Wage Laws. City shall provide Vendor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Vendor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Vendor’s principal place of bus iness and at the project site. Vendor 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 to comply with the Prevailing Wage Laws. It is the intent of the Parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Vendor shall therefore comply with such Labor Code sections to the fullest extent required by law.
(b) If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Vendor and all subcontractors must be registered with the Department of Industrial Relations (“DIR”). Vendor shall maintain registration for the duration of this Agreement and require the same of any subcontractor. This Agreement may also be subject to compliance monitoring and enforcement by the DIR . It shall be Vendor’s sole
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responsibility to comply with all applicable registration and labor compliance requirements.
SECTION 15. NONDISCRIMINATION
Vendor and subcontractors shall not unlawfully discriminate, harass or allow harassment against any person because of sex, sexual orientation, race, color, religious creed, marital status, denial of family and medical care leave, ancestry, national origin, medical condition (cancer/genetic characteristics), age (40 and above), disability (mental and physical) including HIV and AIDS, denial of pregnancy disability leave or reasonable accommodation in connection with or related to the performance of this Agreement. Vendor and subcontractors 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.). Vendor shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.
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ECTION 16. SAFETY
Vendor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Vendor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditi ons under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to:
i. Adequate life protection and lifesaving equipment and procedures; ii. Instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and iii. Adequate facilities for the proper inspection and maintenance of all safety measures.
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ECTION 17. ACCOUNTING RECORDS
Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Vendor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
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ECTION 18. DISPUTES
Should any dispute arise respecting the true value of any work done, of any work omitted, or of any Additional Work which Vendor may be required to do, or respecting the size of any payment
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to Vendor during the performance of this Agreement, Vendor shall continue to perform while said dispute is decided by the City. If Vendor disputes the City’s decision, Vendor shall have such remedies as may be provided by law. City reserves the right to employ other vendors in connection with the Goods and/or Services provided under this Agreement.
SECTION 19. INDEMNIFICATION
(a) To the fullest extent permitted by law, Vendor shall indemnify, protect, defend (with legal counsel reasonably acceptable to 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 Vendor or sub contractors), 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), damage s, 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, the Goods and/or Services provided by Vendor, its officers , agents, employees, representatives, subcontractors , anyone directly or indirectly employed by any of them, or anyone that they control.
Vendor’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) Vendor 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 Vendor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Vendor fails to obtain such indemnity obligations from others as required here, Vendor 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 succes sors, assigns or heirs of Vendor and shall survive the termination of this Agreement and this section.
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ECTION 20. INSURANCE
Vendor agrees to obtain and maintain in full force and effect during the T erm of this Agreement the insurance policies set forth in Exhibit “D” “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. Vendor agrees to provide City with copies of required policies upon request.
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SECTION 21. TERMINATION OF AGREEMENT
(a) City may terminate this Agreement, with or without cause, at any time by giving written notice of termination to Vendor . In the event such notice is given, Vendor shall cease immediately all work in progress.
(b) Vendor may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Vendor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Vendor, or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Vendor or City, all property belonging exclusively to City which is in Vendor’s possession shall be returned to City. Vendor shall furnish to City a final invoice for work performed and expenses incurred by Vendor prepared as set forth in Section 6 “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 6 “Method of Payment and Invoicing” of this Agreement.
(e) Upon written notice, City may suspend all or any portion of Vendor ’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 Vendor 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 Vendor with written notice of the rescission, at which time Vendor would be required to resume performance in compliance with the terms and provisions of this Agreement. Vendor 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.
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ECTION 22. 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 Vendor: Everon, LLC
Attn: Suzanne Trujillo
10107 Carroll Canyon Rd
San Diego, CA 92131
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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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ECTION 23. BINDING EFFECT
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
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ECTION 24. ASSIGNMENT
Vendor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transf erees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
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ECTION 25. 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 G oods or Services shall not constitute a waiver of any of the provisions of this Agreement.
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ECTION 26. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of Vendor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Vendor to the performance of its obligations hereunder.
SECTION 27. 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 28. AMENDMENT
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Vend or 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 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.
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SECTION 29. CONFLICTS OF INTEREST
(a) Vendor 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 Vendor ’s ability to provide the Goods and/or Services. Vendor 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. Ve ndor 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 Vendor is, as of the date of execution of this Agreement, independently involved in providing non-related goods and/or services to other governmental agencies and private parties. Vendor 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 Vendor will, provide non-related goods and/or services for other governmental agencies and private parties following the completion of providing the Goods and/or Services under this Agreement. Any such future goods and/or services shall not be considered a conflict of interest for purposes of this section.
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ECTION 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.
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ECTION 31. 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.
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ECTION 32. 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 Vendor 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.
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ECTION 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
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Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. TIME OF ESSENCE
Time is of the essence for each and every provision of this Agreement. [SIGNATURE PAGE FOLLOWS]
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00091740.2
Signature Page
GOODS AND SERVICES AGREEMENT
FOR LVT MOBILE SURVEILLANCE UNIT AND SOFTWARE
BETWEEN THE CITY OF HEMET AND EVERON, 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: ____________________________
VENDOR
By:
Its:
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Exhibit B - Compensation
EXHIBIT “A”
SCOPE OF SERVICES
Hardware Purchase: (1) Mobile Surveillance Units - Registered Hybrid D3 Mobile Surveillance Unit, 3 Camera Trailer, V4 Live Unit, Trailer 3.0 with 2 PTZ & 1 Fisheye Camera
Hardware: Includes 1-year manufacturer's warranty
Live View Technologies (LVT) 03 Camera Trailer with 3 Pan Tilt Zoon (PTZ) cameras • Live Stream Video
• Video Recording
• Video Playback
• Scheduled Use of Strobe
• Flood Light
• Announcements
• Greater Area Coverage
• Remote Device Management
• Multi Camera and Flood Light
• Talk Down
• Alerts
• Command Center
2 Year Software Subscription: Software as a Service (SaaS) allows users to connect to, and use, cloud-based software over the Internet
Software:
• LVT Software platform and support
• Audio Visual deterrence alerting
• Video Analytics & Rules
Monitoring:
• Customer Self-Monitored
Support:
• Online support resources
• On-demand software training
Inclusions/Exclusions:
Everon and LVT assume conditions of installation will not require external power source or generator, with optimal conditions for solar power.
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Signature Page
Mobile Security Units moves are subject to a fee of $400.00 if LVT/Everon move the unit. If the customer self-moves, there is no charge.
LVT's Services are made available using Cellular Data Connectivity. Customers have access to 15 gigabytes of cellular data per month for a LVT D3 security unit. Data usage will reset to zero on the first day of each month. Customers who go over their data usage will be charged $10.00 per gigabyte.
LVT Mobile Security Unit to be delivered to Hemet Police Department. 2 Year term per customer request.
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Signature Page
EXHIBIT “B”
COMPENSATION
Compensation for the Services shall not exceed Sixty-Eight Thousand Sixty-Two Dollars and Fifty Cents ($68,062.50).
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Exhibit C – Schedule of Performance
EXHIBIT “C”
SCHEDULE OF PERFORMANCE
1 – Hemet Police Dept issues Purchase Order based on provided OMNIA pricing. Please note OMNIA Contract #R220701 on PO.
2 – Everon, LLC/LVT process paperwork, up to 2 business days.
3 – LVT arranges delivery of units, up to 10 business days after notice to proceed/ PO issued.
4 – Hemet Police Dept to advise Point of Contact/s (POC/s) for delivery of units and set up.
5 - Hemet Police Dept POC/s will receive an email with delivery date and instructions, once known. Example below:
-Place a cone or somehow block off the spot where the LiveUnit(s) should be placed to ensure nobody parks in that spot and it is empty when our delivery driver arrives. NOTE:
The LiveUnit will likely arrive on a flatbed tow truck. Please be sure there is ample space for the tow truck to maneuver to ensure proper placement of the LiveUnit -If gate access is required or there is someone, we need to communicate with prior to entering your property, please make sure your Project Manager is aware of any instructions we need to pass along to the delivery driver.
-You don't need to be onsite to receive the LiveUnit.
-The arrival time can vary depending on weather and other logistics. Please reply to this email to let your Project Manager know if there are time restrictions on when the LiveUnit can be delivered.
-You will receive a call from our logistics company the day before your LiveUnit is scheduled to arrive.
6 – Hemet Police Dept POC/s will receive an email with set up/activation date. This occurs within 2 business days of delivery. Completion of set up occurs within 1 business day.
Example below:
-Your LiveUnit is scheduled to be set up on ______. A certified LiveView technician will be onsite for about 1-2 hours for the setup. You don't need to be present for the setup.
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EXHIBIT “D”
INSURANCE
(A) INSURANCE REQUIREMENTS. Vendor 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 Vendor, 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. Vendor shall provide the following scope and limits of insurance:
1. MINIMUM SCOPE OF INSURANCE. Vendor shall maintain the following types and limits of insurance.
2. MINIMUM LIMITS OF INSURANCE.
GENERAL LIABILITY INSURANCE. Vendor 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.
A
UTOMOBILE LIABILITY INSURANCE. Vendor 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 Vendor 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.
P
ROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Vendor 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 Vendor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
W
ORKERS’ COMPENSATION INSURANCE. Vendor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident or disease). Vendor 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, Vendor 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) O
THER 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 thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. (C) O
THER REQUIREMENTS. Vendor 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 Vendor 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 c omplete, certified copies of all required insurance policies, at any time.
1. Upon request from the City, Vendor shall furnish certificates and endorsements from each subcontractor identical to those Vendor provides.
2. Any deductibles or self -insured reten tions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Vendor 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 Vendor ’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
4. Coverage provided by Vendor 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 a primary and
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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 Vendor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
6. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and 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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EXHIBIT “E”
COOPERATIVE AGREEMENT
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Region 4 Education Service Center (ESC)
Contract # R220701
for
Facility Technology Integration & Security System Services with
ADT Commercial LLC
Effective: April 1, 2022
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The following documents comprise the executed contract between the Region 4 Education Service Center and ADT Commercial LLC , effective April 1, 2022:
I. Vendor Contract and Signature Form
II. Supplier’s Response to the RFP, incorporated by reference
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CONTRACT
1 CONTRACT
This Contract (“Contract”) is made as of April 1, 2022 by and between ADT Commercial LLC (“Contractor”) and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of Facility Technology Integration & Security System Services (“the products and services”).
RECITALS
WHEREAS, Region 4 ESC issued Request for Proposals Number R22-07 for Facility Technology Integration & Security System Services (“RFP”), to which Contractor provided a response (“Proposal”); and
WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal;
WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092.
WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract.
WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control.
WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners.
1) Term of agreement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC’s intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days’ (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement.
The anticipated full term of the contract is five (5) years. The Contractor shall have t he right to enter local “service” agreements with Participating Public Agencies accessing the contract through OMNIA Partners, so long as the effective date of such agreement is prior to the expiration of the Contract. All local agreements may have a full potential term (any
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CONTRACT
2 combination of initial and renewal periods) not to exceed five years. Any tasks or project agreements executed against this Master Agreement during the effective term may survive beyond the expiration of the Master Agreement as established and agreed to by both parties. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein.
3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s).
4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail:
i. This Contract
ii. Offeror’s Best and Final Offer
iii. Offeror’s proposal
iv. RFP and any addenda
5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence) . The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract . No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations . No alterations to the terms of this Contract shall b e valid or binding unless authorized and signed by Region 4 ESC.
10) Adding Authorized Distributors/Dealers . Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC.
Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing. 11) TERMINATION OF CONTRACT
a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period.
Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to
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CONTRACT
3 failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following:
i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications;
iv. Failing to complete required work or furnish required materials within a reasonable amount of time;
v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or
vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order.
Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation.
b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents.
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for reasonable, direct, and documented expenses incurred. d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligati ons under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.
The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial and supply chain disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or mi litary authority; insurrections; riots; epidemics; pandemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, an d that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the
17.K.
CONTRACT
4 opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.
e) Standard Cancellation . Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of c ancellation. After the 30th business day all work will cease following completion of final purchase order.
12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated.
13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract.
14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveri es made within the continental US shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. Deliveries made to AK, HI, PR and other US territories shall be F.O.B. Origin. 15) Inspection & Acceptance . If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC.
The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Unless negotiated otherwise in the Purchase order, payment shal l be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice.
17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC unless otherwise agreed to by Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal.
Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term.
17.K.
CONTRACT
5 18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense.
Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pr icing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third- party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC.
19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.
20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause.
21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.
22) Warranty Conditions . All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.
23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to:
moving furniture, installing wiring for networks or power, and similar pre-installation requirements.
25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a
17.K.
CONTRACT
6 material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge.
26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.
27) Smoking. Persons working under the Contract shall adhere to local smoking policies.
Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their ful l value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separ ated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract.
30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract.
Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas.
31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC.
32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified.
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CONTRACT
7 33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein.
17.K.
March 31, 2025April 1, 2022
R220701
Margaret S. Bass
Linda Tinnerman
2/22/2022
2/22/2022
17.K.
Region 4 Education Service Center • 7145 West Tidwell Road • Houston, Texas 77092-2096 Phone: 713.462.7708 • Fax: 713.744.6514 • esc4.net
Rodney Watson, PhD, Executive Director
November 5, 2024
Mr. Scott Wulforst
Director, State Local Government Programs
Everon, LLC
1501 Yamato Road
Boca Raton, FL 33431
Email: [email protected]
Re: Renewal Award of Contract #R220701
Dear Mr. Wulforst:
Per official action taken by the Board of Directors of Region 4 Education Service Center on October 29, 2024, Region 4 ESC is pleased to announce that Everon, LLC has been awarded an annual contract renewal for the following, based on the sealed proposal submitted to Region 4 on January 11, 2022, and subsequent performance thereafter:
Contract
Facility Technology Integration & Security System Services
The contract will expire on March 31, 2026 , completing the fourth year of a five -year term contract. The contract is available through OMNIA Partners , Public Sector . Your designated OMNIA Partners , Publi c Sector contact is Melissa Tillman , at ( 208) 955-9023 or [email protected].
The partnership between Everon, LLC, Region 4 and OMNIA Partners, Public Sector can be of great help to participating agencies. Please provide copies of this letter to your sales representative(s) to assist in their daily course of business.
Sincerely,
Adam Tabor, MBA, RTSBA
Director, Procurement
Docusign Envelope ID: 9B7D86FA-3F80-4C71-B0B1-5A075EFC8846
17.K.
Version 9/19/2024
Request for Vendor Contract Update
Pursuant to the terms of your awarded vendor contract, all vendors must notify and receive approval from Region 4/OMNIA Partners, Public Sector when there is an update in the contract. No request will be officially approved without the prior authorization of Region 4. Region 4 reserves the right to accept or reject any request.
EVERON, LLC hereby provides notice of the following update to (Vendor Name)
Contract number: R220701_ for Facility Technology Integration & Security System Services on this date 10‐3‐2024 .
Contract Title
Instructions: Vendors must check all that may apply and shall provide supporting documentation. Place your initials next to each item to confirm that documents are indeed included. Request received without supporting documentation will be returned.
Authorized Distributors/Dealers
Addition
Deletion
Supporting Do cumentation
Products/Services
New Additio n
Update Only
Supporting Do cumentation
Discontinued Products/Services
Supporting Documentation
States/Territories
Supporting Documentation
Price Update
Supporting Do cumentation
Material Change
Assignment
Change in ownership (sale/ purchase)
Bankrupt cy
Acquisition
Merger
Supporting Do cumentation
Other
Supporting Documentation
Notes: Vendor may incl
ude other notes regarding the contract update here: (attach another page if necessary). For material changes, indicate the name of the company of the awarded supplier and the official name of assigned or added company.
Signature of Ve ndor:
Submitted By:
Approved Date
Denied Date
Scott Wulforst
Everon, LLC (FKA ADT Commercial) requesting 1st price catalog update since December of 2021. Format of remains the same, pricing on labor, equipment and services has been updated to reflect cost burdens Everon has received over the last 34 months.
Docusign Envelope ID: C15DE739-78F7-436D-9ACC-139551D0088E October 7, 2024 | 3:19 PM CDT
17.K.
Version 9/19/2024
Region 4 ESC:
Title: Sr. Director, State & Local Government Programs Contact Phone Number: 775-287-8110
Email Address: [email protected]
For material changes, the awarded contract holder and/or subsequent assignee agrees to and understands the following principles:
i. Contract holder reference. If the contract holder undergoes a merger, acquisition, or partial assignment, in which case they still maintain the contract, then all transactions made under the existing contract number (including purch
ase orders) must reference the name of the awarded contract holder. The exception to this requirement is if the contract holder no longer holds the contract or if the company has been acquired by another company and undergone a name change. Notice of the authorized name change, to the existing contract, must be provided and approved by Region 4.
In instances whe
re the contract holder has acquired a separate and distinct company, and it is necessary to designate those certain purchases facilitated by the non‐contract holder, then this designation may be made if, and only if, the contract holder is also referenced on the transaction.
ii. Mainte
nance of records. Both the awarded contract holder and subsequent assignee agree to remain responsible for maintaining all auditable records, including documents kept in the ordinary course of business and sales invoices, related to OMNIA Partners, Public Sector and/or contract number pursuant to the statutory requirements identified in the vendor contra ct.
iii. Payments. Both the awarded contract holder and subsequent assignee agree that all payments made by participating entities must be made directly to the contract holder, unless otherwise approved by Region 4. Accordingly, both parties acknowledge that in instances where it is necessary to designate the pur chases facilitated by assignee, that the contract holder must also be referenced on the purchase order. iv. Handling of Prop rietary and/or Confidential Information. In accord with the terms of the contract, both awarded vendor and assignee agree that at all times it will hold in strict confidence and not disclose to any third party Confidential and/or Proprietary information of Region 4, except as approved in writing by Region 4, and will use the Confidential Information for no purpose other than providing services under the contract. Both awarded vendor and assignee shall only permit access to Confidential Information to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
This document is to be construed in strict accordance with the terms and conditions outlined in the Region 4/ vendor Master Agreement referenced herein. Both awarded vendor and assignee agree to uphold the vendor obligations set forth in the vendor agreement. This Agreement will become effective when signed by all parties.
Signature
Region 4 ESC 1st Review: ______
Initials
Docusign Envelope ID: C15DE739-78F7-436D-9ACC-139551D0088E October 7, 2024 | 3:19 PM CDT
17.K.
Proposal prepared for:
CITY OF HEMET
Presented by:
Suzanne Trujillo
5.6.2025
Sales Agreement ID:
892094607
The terms and conditions of OMNIA Partners Master Contract R220701 “
Facility Technology Integration & Security
System Services
”
apply in addition to the ADT Commercial standard terms and conditions. In the event of a conflict of terms, the OMNIA Partners Master Contract R220701 terms will prevail.
17.K.
Branch:
66572
Sales Representative:
Suzanne Trujillo
Today's Date:
5/6/2025
Customer Information
Business Name:
CITY OF HEMET
Phone:
(951) 765-2400
Address:
450 E LATHAM AVE
Billing Address:
450 E LATHAM AVE
450 E LATHAM AVE
450 E LATHAM AVE
HEMET, CA 92543
HEMET, CA 92543
Site Location Information
Location Name:
CITY OF HEMET
Address:
450 E LATHAM AVE
450 E LATHAM AVE
HEMET, CA 92543
Site #:
183368732
Phone:
(951)765-2400
System Design Information
System Design Name:
Hemet Police Dept - Hybrid LVT D3 Mobile Security Unit
Job #:
Equipment Ownership:
Outright Sale
Warranty Period:
90 Days
COMMERCIAL PROPOSAL AND SALES AGREEMENT
Agreement Summary
This Commercial Proposal and Sales Agreement
(“
Agreement
”)
is entered into between Everon, LLC with principal offices at 1501 Yamato Road, Boca Raton, FL 33431
(“
Everon
”)
¹
and the customer identified above
(“
Customer
”,
together with Everon, the
“
Parties
”),
effective as of the date written above
(“
Effective Date
”),
governing the sale of products, equipment, components,
hardware, and software
(“
Product(s)
”),
and/or security, fire, and life safety services
(“
Service(s)
”)
at Customer
’
s properties or
locations
(“
Premises
”),
as set forth below
and subject to the terms and conditions herein
.
¹
Everon is registered to do business as Everon Solutions, LLC in Alaska, Delaware, Illinois, Indiana, Pennsylvania, and Vermont Total Products and Installation
Charge:
$35,000.00
Total Estimated Taxes:
$3,062.50
Total Charges:
$38,062.50
Customer hereby agrees to pay Everon, its agents or assigns on a progressive basis as follows:
•
The remaining balance of
$35,000.00
.
•
Estimated taxes of
$3,062.50
(actual taxes may be subject to change)
.
In each case, payments shall be subject to the agreed payment terms described in the terms and conditions below. Payment by credit card shall be subject to an additional 3% processing fee assessed and passed through from Everon ’
s credit card
processing company. Payment by method other than credit card shall not be subject to additional fee.
Recurring Service Charges:
$15,000.00
per
year
Customer agrees to pay the Recurring Services Charges shown above, plus applicable taxes and surcharges as set forth in the Agreement, for the usage of any Everon-owned equipment and any Recurring Services selected. Customer has made an advance payment of Recurring Services Charges in the amount of $0.00
at the time of sale.
Term Length:
12 Months
Pricing under this Agreement is based on an agreement term of -Twelve
(
12 ) months.
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Products and/or Installation
Schedule of Values:
30/30/30/10
:
30%
of Contract Value Upon Contract Acceptance
30%
of Contract Value at Progress Billing
30%
of Contract Value at Substantial Completion
10%
of Contract Value at Final Acceptance
Equipment List
Qty
Description
1 Hybrid LVT D3 Software SaaS
1 Registered Hybrid D3 Mobile Surveillance Unit, 3 Camera Trailer - V4 Live Unit (3 x Axis Q6135 PTZ), Trailer 3.0 Summary of Charges
Equipment & Installation
Total
$35,000.00
Estimated Taxes
$3,062.50
Annual Fee
$15,000.00
Scope Of Work
HEMET POLICE DEPARTMENT - LVT MOBILE SECURITY UNITS
Hardware
purchase
: (1) Mobile Security Unit =
$35,000
(one-time fee)
Estimated
8.75% tax = $3,062.50
Invoiced upfront
Software subscription
: Software as a Service (SaaS) allows user to connect to, and use, cloud-based software over the Internet =
$15,000/year
(no tax on SaaS)
Invoiced upfront (annual amount)
Everon OMNIA Group Purchasing Contract #R220701
(please reference on City of Hemet PO)
LVT D3 Hybrid Mobile Security Unit with
2 PTZ & 1 Fisheye cameras
, per customer request
Hardware:
Includes 1 year manufacturer's warranty
•
Live Stream Video
•
Video Recording
•
Video Playback
•
Scheduled Use of Strobe
•
Flood Light
•
Announcements
•
Greater Area Coverage
Services
Hemet Police Dept - Hybrid LVT D3 Mobile Security Unit
Video
LiveView Technologies Mobile Video Surveillance - For Purchased Trailers. LVT-D3SW-RMR, Subscription for Hybrid LVT D3
17.K.
•
Remote Device Management
•
Multi Camera + Flood Light
•
Talk Down
•
Alerts
•
Command Center
Software:
•
LVT Software Platform + Support
•
Audio/Visual Deterrence Alerting
•
Video Analytics + Rules
Monitoring:
•
Customer Self-Monitored
Moves:
•
Customer Self-Moves
Support:
•
LVT phone support 888-588-9408
•
LVT online support [email protected]
•
On-demand training via LVT training links
-
Everon and LVT
assume
conditions of installation will not require external power source
or generator, with
optimal
conditions
for solar power.
- Mobile Security Units moves are subject to a fee of $400.00 if LVT/Everon move the unit. If the customer self- moves, there is no charge.
-
LVT's Services are made available
using
Cellular Data Connectivity. Customers have access to 15 gigabytes of cellular data per month for a LVT D3 security unit. Data usage will reset
to zero on the first day of each month.
Customers who go over their data usage will be charged $10.00 per gigabyte. - LVT Mobile Security Unit to be delivered to Hemet Police Department. - 1 year term, unless customer indicates otherwise.
- Special pricing listed above available if customer pays upfront for the Hardware & SaaS Software. (SaaS 1-year term paid upfront.)
Inclusions/Exclusions
Group Purchase Organization (GPO) Information
The terms and conditions of OMNIA Partners Master Contract R220701 “
Facility Technology Integration & Security System Services ”
apply in
addition to the Everon standard terms and conditions. In the event of a conflict of terms, the OMNIA Partners Master Contract R220701 terms will prevail.
17.K.
Pricing above is as of the date of this Proposal and valid for 30 days unless a change in equipment cost occurs. Government tariffs or levies may cause these prices to increase, even if such tariffs or levies are enacted after the date of this proposal. Please speak to your sales representative for solutions to minimize risk of tariff-related price increases.
Terms and Conditions
All prices quoted and any other offers made in this Proposal are based upon the terms herein and valid for thirty (30) days from the date of this Proposal, after which they are automatically withdrawn, and this Proposal shall be void. The following terms and conditions noted with an X are incorporated into this Proposal and Sales Agreement:
X
General Terms and Conditions
_
Product-Specific Terms: Extended Service Plan
_
Product-Specific Terms: Inspection and Testing Services _
Product-Specific Terms: Monitoring Services
_
Product-Specific Terms: ATM Products and Services
_
Product-Specific Terms: Sprinkler and Suppression Services _
Product-Specific Terms: EAS and Security Gates
X
Product-Specific Terms: Third-Party Services
_
Product-Specific Terms: Rented or Financed Products
X
Product-Specific Terms: Special Business Risk Provisions
GENERAL TERMS AND CONDITIONS
(“
GTCs
”)
1 .
Charges, Invoicing, and Payment
A. Invoices.
Everon shall issue invoices directly to Customer for amounts owed to Everon (“
Charges
”).
Everon shall issue invoices to Customer on the following schedule:
i. For ongoing Services under a contract term or on a month-to-month basis (“
Recurring Services
”),
Everon shall issue invoices
annually
in advance.
ii. For projects requiring installation of Products and that have a written schedule of values, Everon shall issue invoices as set forth in the schedule of values; or if no schedule of values exists, Everon shall issue invoices over time on a progressive basis to reflect Everon ’
s estimated percentage of work completed, which
may, in Everon
’
s discretion, be based on field observations, costs estimated or incurred, subcontractor estimates, and/or other reasonable factors (“
Percentage of
Work Completed
”).
iii. For all other Products or Services, Everon shall issue invoices upon delivery of the Product or completion of the Service.
B. Payment.
Customer shall pay each invoice in full within thirty ( 30 ) days of the date of the invoice, without discount, set-off, or deduction. Any acceptance by Everon of a partial payment shall not be construed as a waiver of Everon ’
s right to receive any unpaid portion of an invoice. Customer shall make payment via wire, automated clearing house, check, or such other manner as may be agreed upon by Everon and Customer. If a payment due date falls on a weekend or any bank holiday, payment must be made on the next available banking day.
C. Past Due Amounts.
Past due amounts shall accrue interest at a rate of two percent ( 2%
) per month compounded or the maximum rate allowed by law, whichever is less. All overdue payments received from Customer shall first be applied to interest and collection costs before they will be applied to any principal amounts. Everon shall be entitled to recover from Customer any costs of collecting past due amounts, including reasonable attorneys ’
fees.
D. Charges.
Charges for Products are determined on a per-order basis and are valid for thirty ( 30 ) days from any written proposal. Charges for any Products ordered by Everon or Customer more than thirty (
30 ) days after the date of the Agreement shall be at Everon ’
s then-current prices. After the first year of the term of any Services, but no more frequently than once in any twelve ( 12 ) month period, Everon may increase the Charges, effective upon thirty ( 30 ) days prior written
notice, by an amount not to exceed the United States Consumer Price Index increase over the preceding twelve ( 12 ) months plus four (
4 ) percent.
E. Delays.
Everon shall be reimbursed for all costs incurred by Everon or its subcontractors due to actions by Customer or any of Customer ’
s vendors or
customers that alters or delays the Services, whether before, during, or after Everon has started performing the Services. Any delays other than Force Majeure (as defined in Section
11 , below) that cause Everon to incur more labor or overtime hours to complete the Services than originally bid will be the subject of an equitable adjustment to the Charges. Everon will give appropriate notice when possible to the Customer prior to either the Customer or Everon incurring such charges.
F. Taxes and Fees.
Charges do not include any applicable taxes. The Customer shall pay the Charges, and as applicable the following:
i. All applicable taxes, assessment, duties, fees, or charges now or hereafter levied by any domestic or foreign government or instrumentality thereof (“
Taxes
”)
related to the Products and Services, other than Taxes based on Everon ’
s net income;
ii. Any false alarm fines or Taxes imposed by any government, instrumentality thereof, law enforcement agency, or other public safety Authority Having Jurisdiction
(“
AHJ
”)
or costs for additional or modified Products or Services required by any AHJ; iii. All charges related to telecommunication services required for the Products or Services to function, including expenses or costs required to modify or replace Products or Services to comply with changes made by or affecting telecommunication or related services required for the Products or Services to function; iv. Any costs and service charges for Everon to repair or replace Customer-owned equipment necessary for Everon to provide the Products or Services; v. A service charge for (a) Everon to respond to a service call or alarm signal caused by Customer error, including, but not limited to, operating Products contrary to Everon instructions; (b) if Customer cancels an installation or service appointment less than forty-eight ( 48 ) hours prior to Everon
’
s deployment of personnel to
the Premises; (c) any use of third-party portal for invoice, order, or service or transaction management requested by Customer; or (d) Customer ’
s use of credit
card to make payment on any invoice.
vi. If payment and performance bonds are required by Customer, then Customer shall pay an administrative fee; and vii. Everon may, from time-to-time and in its sole discretion, issue surcharges in order to mitigate and/or recover increased operating costs arising from or related to, without limitation: (a) foreign currency exchange variation, (b) increased cost of third-party supplies, labor, and/or Products, (c) impact of government tariffs or other actions, and (d) any conditions that increase Everon ’
s costs, including without limitation increased labor, freight, material or supply costs, or increased costs due to inflation (collectively,
“
Surcharges
”).
Any Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in this Agreement.
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2 .
Products and Installation
A. Timing.
If the Agreement calls for the installation of any Products by Everon (“
Installation
”),
then Everon will use commercially reasonable efforts to complete the Installation within the timeframe set forth in the Agreement, or if no timeframe is set forth, within a reasonable timeframe. Unless agreed otherwise in writing, Installation shall be during Everon
’
s normal business hours. If no such agreement is made and Customer requests the Installation be performed outside Everon ’
s
normal business hours, Monday through Friday (excluding holidays), then additional charges will apply. Within 5 days of completion of the Installation, Customer
shall either provide final acceptance of the Installation or identify in writing any corrections required (if no written corrections are provided, Customer will be deemed to have provided final acceptance). If Customer is past due on any invoices at the time Installation is completed, activation of Products may be delayed until past due amounts are paid, at Everon
’
s sole discretion, to the extent permitted by any applicable laws or regulations.
B. Compliance.
Customer is responsible for providing the necessary specifications, drawings, designs, or instructions for the Installation and for ensuring they comply with all applicable codes and ordinances. Unless agreed in writing otherwise, Customer shall secure and pay for any required building permits and governmental fees, licenses, and inspection necessary for the Installation. Customer shall give all notices and comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority relating to the Installation.
C. Products Ownership.
Title and risk of loss to Products sold to Customer under the Agreement shall transfer to Customer upon the earlier of (i) receipt of the Products by Everon or (ii) delivery of the Products to Customer. If Products for an Installation are received by Everon prior to the commencement of Installation, then a fee for Products storage shall be added to the Charges. Customer shall retain title to all Customer-owned equipment that Everon utilizes to provide Services.
D. Substituted Products.
If any Product becomes unavailable or discontinued after a Customer order and before Installation, then Everon may substitute an equivalent Product, upon written notice to Customer. The Charges shall be adjusted for any price difference for such substituted Product. 3 .
Warranty
A. General Warranty.
Subject to the exclusions stated herein, and in addition to any product-specific warranty terms or exclusions set forth in the Product- Specific Terms, Everon provides the warranties below. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH BELOW OR IN THE PRODUCT-
SPECIFIC TERMS, EVERON EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. i.
Products Warranty.
Products installed under this Agreement are warranted against defects in material or workmanship for the warranty period stated above, or if no such period is stated, then for ninety (
90 ) days from installation by Everon. Defective Products will be repaired or replaced at Everon ’
s option.
ii.
Services Warranty.
Everon warrants that the Services provided hereunder will be performed in accordance with generally accepted industry standards and practices. If any Services fail to comply with the foregoing standard within the warranty period stated above, or if no such period is stated, within ninety ( 90 ) days
from the date Services are completed, then Everon will re-perform the non-complying Services during normal business hours, at no additional charge.
B. Limitations and Exclusions.
i. Everon shall perform warranty services during normal business hours ( 9 am to
5 pm local time), Monday through Friday, excluding Everon holidays. Customer requests for Everon to perform warranty services outside these hours may result in additional charges. ii. Everon is not responsible under any warranty for any defect in Products or Services caused by: (a) damage or alterations to the Products or Premises caused by or resulting from any Force Majeure event (defined herein) or the actions or omissions of any third party, whether intentional or unintentional; (b) Customer ’
s
failure to follow Products
’
operating instructions; (c) Customer
’
s failure to provide ordinary care and maintenance to the Products; (d) battery failure or the Products otherwise losing power supply; (e) telecommunications malfunctions or modifications that render it incompatible with the Products or Everon ’
s central
station; (f) failure of devices or components designed to fail in order to protect the Products, including but not limited to fuses and circuit breakers; (g) changes requested by Customer after Installation acceptance, including but not limited to adjustments to camera alignment or settings, monitor settings, or other items subject to discretion, after Installation and acceptance by Customer; (h) Customer ’
s use of Products in combination with equipment or software not supplied by Everon, or changes in any of Customer
’
s systems connected (e.g. HVAC) that are connected to the Products but not supplied by Everon; (i) repair of Products for which replacement parts or components are no longer available due to obsolescence or end-of-product life; (j) replacement of Products that are at the end-of- product life, obsolete, and/or are no longer supported by the manufacturer; and (k) normal wear and tear. iii. To the full extent permitted by law, all warranties shall become voided immediately if Customer permits any person or entity other than Everon, Everon ’
s
employees, or Everon
’
s agents to perform maintenance or service to the Products without Everon ’
s prior written approval.
4 .
Customer
’
s Obligations
A. Customer
’
s Representations and Warranties.
Customer represents and warrants that:
i. Customer owns or leases any equipment Customer provides or allows Everon to use; ii. Customer has legal authority to authorize Everon to (a) install Products, (b) use, modify, or connect to previously installed equipment, and (c) provide Services to the Premises;
iii. Customer will comply with all laws, codes, and regulations related to this Agreement, or to the Premises, the Products, and Services, including but not limited to any applicable requirements regarding notice of and/or consent to the use of video and/or audio recording devices; iv. the Products and Services are ordered for commercial purposes and not for personal, family, or household purposes; v. Customer
’
s entry into this Agreement will not breach, violate, or interfere with any other contract or third-party ’
s rights;
vi. the Premises comply with all applicable safety and work rules, OSHA regulations, and other governmental and contractual requirements as to working conditions; and
vii. if any Services require payment of a prevailing wage under federal or state law, Customer will provide the applicable wage determination to Everon prior to the start of work.
B. Customer
’
s Responsibilities.
i.
Responsibilities regarding Products.
Customer agrees to (a) instruct all users on the Products ’
proper use, (b) test the Products
’
protective devices and send
monthly test signals through the Everon customer portal, (c) turn off, control, or remove all HVAC systems that interfere with alarm detection service, (d) notify Everon immediately upon discovering a defect in the Products, (e) obtain and keep current all necessary permits and licenses required for the Products, and (f) pay all usage fees imposed by any AHJ in connection with the Products.
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ii.
Responsibilities regarding the Premises.
Customer agrees to (a) permit Everon to have reasonable access to the Premises during Everon ’
s normal business
hours, (b) cooperate with Everon to obtain any necessary consents and waivers from the Premises owner, if not the Customer, relating to the installation or operation of the Products, or the provision of the Services, (c) supply and maintain all supplemental equipment and facilities necessary for any installation or operation of Products or Services, such as structural changes, conduits, back boxes, commercial power electrical wiring, outlets, bypass or switch units, and associated equipment, equipment room(s), and necessary operating environment as specified by the manufacturers of any goods or equipment to be installed, and (d) remediate any materials defined as being radioactive, infectious, hazardous, dangerous, or toxic by any AHJ (“
Hazardous Materials
”)
upon discovery by
Everon, prior to Everon continuing work at the affected Premises. 5 .
Risk of Loss.
Everon shall bear the risk of loss or damage to Products until delivery to the Premises. Everon shall be responsible for loss or damage to the Products during testing or installation only to the extent such loss or damage is directly caused by Everon . Customer shall be responsible for security and proper storage of Products after delivery to the Premises and shall bear risk of loss for Products on Premises unless the loss is directly caused by Everon. 6 .
Termination
A. Termination by Everon.
i. Everon may terminate the Agreement or any Service(s) provided thereunder, without penalty, upon thirty ( 30 ) days
’
prior written notice, if: (a) Customer fails to
follow any recommendations Everon may make for the repair or replacement of defective or discontinued Products not covered under Warranty or an Extended Service Plan; (b) Customer fails to follow the operating instructions provided by Everon; (c) the Products generate excessive false alarms due to circumstances beyond Everon
’
s reasonable control; (d) in Everon
’
s sole opinion, the Premises in which the Product is installed becomes unsafe, unsuitable, or so modified or altered after installation as to render continuation of Service impractical or impossible; (e) in Everon ’
s sole opinion, continuation of the Agreement is impractical or impossible under the circumstances; or (f) Everon is unable to obtain or continue to support technologies, communication facilities, or Products or component parts thereof that are discontinued, become obsolete or are otherwise not commercially available. ii. Everon may terminate the Agreement or any Service(s) provided thereunder, without penalty, immediately upon written notice, if: (a) Customer fails to cure any breach of this Agreement, including failure to make payments when due, within thirty ( 30 ) days of receiving written notice of such breach; (b) any representation by Customer herein or in any other agreement it has with Everon is materially untrue; (c) Customer breaches any warranty contained herein or in any other agreement it has with Everon; (d) Customer denies Everon reasonable access to Everon-owned Products located at any Premises; or (e) Customer becomes insolvent, becomes a debtor in a bankruptcy or other insolvency proceeding, makes an assignment for the benefit of its creditors, or has a receiver or trustee appointed for Customer or its assets.
B. Termination by Customer.
i. If Everon has materially breached the Agreement, and that breach is not cured within thirty ( 30 ) days after Everon receives written notice of the breach, then Customer shall have the right to terminate the Agreement or any Service(s) upon written notice, without penalty. ii. Customer may terminate Services provided at any individual Premises, upon thirty ( 30 ) days
’
prior written notice, if Customer sells or otherwise ceases owning or occupying an individual Premises, other than through merger or change of control transaction.
C. Effect of Termination or Expiration.
i. Upon termination or expiration of the Term, all Services provided under the Agreement shall terminate. ii. All Charges due from Customer to Everon shall become immediately due and payable on the date of termination or expiration, including (a) all Charges for Services or Products rendered prior to the effective date of termination or expiration, (b) the percentage of Charges for Installation equivalent to the Percentage of Work Completed as of the effective date of termination or expiration, (c) the costs for any materials, goods, equipment, or Products purchased or allocated for Customer by Everon prior to notice of termination, and (d) any other costs incurred by Everon in reliance on or on behalf of Customer, prior to the effective date of termination or expiration.
iii. If the termination is for any reason other than those permitted in 6 .B, then in addition to all fees due under the Agreement for Products and Services rendered prior to termination, Customer shall pay an early termination charge equal to the sum of monthly charges for Recurring Services for the remaining duration of the term of such Recurring Services.
iv. Upon the expiration of the term of any Recurring Services ordered under this Agreement, such Recurring Services shall automatically renew on a month-to- month basis under the terms of this Agreement until terminated by either party by giving no less than thirty ( 30 ) days
’
prior written notice.
7 .
Limitation of Liability
A. Alarm Event Limitation.
The amounts Everon charges Customer are not insurance premiums. Everon is not qualified to assess the value of Customer ’
s
property, and Everon
’
s charges are unrelated to the value of Customer's property, any property of others located in or at the Premises, or the risk of loss associated with the Premises. For purposes of this Agreement, an “
Alarm Event
”
shall mean any losses or damages arising from or related to a casualty occurring at Customer
’
s Premises during which the Products and/or the Services operated, operated improperly, failed to operate, or otherwise did not detect, prevent, terminate, warn of, or mitigate losses or damages resulting from the casualty. Such Alarm Event losses or damages may include, but are not limited to, damage to property, personal injury, or death, and may be caused by casualties such as fire, burglary, unauthorized intrusion, assault, or other event. TO THE
FULL EXTENT PERMITTED BY LAW, EVERON, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES AND AGENTS,
SHALL ASSUME NO RISK OF LOSS AND HAVE NO LIABILITY FOR ANY LOSSES OR DAMAGES ARISING FROM OR RELATED TO ANY ALARM EVENT,
WHETHER UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, OR OTHER LEGAL THEORY OR CLAIM THAT EVERON FAILED TO DETECT, PREVENT, WARN OF, TERMINATE, OR MITIGATE THE CASUALTY UNDERLYING THE ALARM EVENT. THE RISK OF LOSS FOR ALL ALARM EVENTS REMAINS WITH CUSTOMER. Customer releases and waives for itself and its insurer all subrogation and other rights to recover from Everon arising as a result of paying any claim for loss, damage, or injury to Customer or another person arising from or related to an Alarm Event.
B. Consequential Damages.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL
DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING OUT OF ANY PERFORMANCE OR NON-PERFORMANCE UNDER THIS
AGREEMENT, WHETHER SUCH CLAIM FOR DAMAGES IS BASED ON TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, CONTRACT, OR ANY
OTHER LEGAL THEORY, EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AT ANY TIME PRIOR TO OR DURING THE CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES.
C. Liability Cap.
WITHOUT LIMITING THE FOREGOING SECTIONS, IN NO EVENT SHALL EVERON ’
S LIABILITY OR THE DAMAGES RECOVERABLE BY
CUSTOMER FROM EVERON, AND/OR EVERON
’
S PARENTS, SUBSIDIARIES, EMPLOYEES, AGENTS, OR AFFILIATES, EXCEED THE TOTAL AMOUNT
PAID BY CUSTOMER FOR PRODUCTS AND SERVICES AT THE PREMISES WHERE THE EVENT FOR WHICH EVERON IS LIABLE OCCURRED, OVER
THE TWELVE (
12 ) MONTHS PRECEDING THE EVENT FOR WHICH EVERON IS LIABLE. 8 .
Indemnification
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A. Indemnification by Everon.
Everon shall indemnify and hold Customer and its owners, employees, and officers harmless from any and all liabilities, losses,
damages, fines, penalties, costs, and expenses, including reasonable attorneys ’
fees (collectively,
“
Losses
”)
relating to any and all third party claims, demands
and course of actions
(“
Claims
”)
arising from or related to: (i) the negligence or intentional misconduct of Everon, its agents, or employee, but excluding any Losses arising from or related to an Alarm Event; and (ii) any allegation that a Product infringes any third party intellectual property right, to the same extent that Everon is indemnified by the manufacturer or distributor of the applicable Product for the Losses.
B. Indemnification by Customer.
Customer shall indemnify and hold Everon and its affiliates, parents, directors, employees, agents, and officers harmless from any and all Losses relating to Claims arising from or related to: (i) the negligence or intentional misconduct by Customer, its agents, employees, contractors, and subcontractors; (ii) an Alarm Event; (iii) any breach of any representation or warranty made by Customer in the Agreement; and (iv) any defect, hazardous condition, or Hazardous Materials present at the Premises. 9 .
Insurance.
During the term of the Agreement, Everon will maintain the following insurance policies in full force and effect: (a) comprehensive general liability insurance with a limit of one million dollars (
$1,000,000
) per occurrence and two million dollars (
$2,000,000
) general aggregate; (b) statutory workers
’
compensation and employer
’
s liability insurance meeting all applicable federal and state workers ’
compensation laws; and (c) commercial automobile liability covering bodily injury and property damage, with a combined single limit of two million dollars ( $2,000,000
) per occurrence. Certificates of insurance naming
Customer as an additional insured are available upon request. Neither the existence of such insurance policies nor the terms of this Section shall be deemed to modify any limitation of liability or indemnification obligation under this Agreement. 10 .
Intellectual Property.
A. No Transfer of IP.
The parties acknowledge that one or both parties may have certain intellectual property rights that may be revealed or provided to the other party in accordance with the Agreement. Each party acknowledges that the Agreement does not grant any right or title of ownership in their respective intellectual property rights to the other unless specifically provided in the Agreement. Any intellectual property shall remain the originator ’
s property unless
otherwise provided in the Agreement.
B. Third Party Products and Software.
i. Everon is a reseller of certain software, licenses, subscriptions, products, services, and equipment (“
Third-Party Services
”)
performed, provided, manufactured,
maintained, and/or managed by independent contractors
(“
Vendor(s)
”).
ii.
“
EULA
”
means all product and services documentation provided by Vendor and all end user license agreements Vendor may require Customer to enter into.
EULAs are available on Vendors
’
websites and upon request. Customer represents that it has read and agrees to any applicable EULA prior to entering into this Agreement. Customer agrees that it is solely responsible for complying with all terms of any applicable EULA. iii. Third-Party Services are sold only with the warranties provided in the applicable EULA. EVERON MAKES NO OTHER REPRESENTATION OR WARRANTY REGARDING THE THIRD-PARTY SERVICES. ALL SALES OF SOFTWARE LICENSES ARE FINAL. iv. Customer agrees that Everon may pass through any price change in Vendor ’
s cost of Third-Party Services upon written notice to Customer. Customer shall be responsible for, and shall reimburse if Everon pays, any charges from Vendor resulting from (a) Customer ’
s use of the Third-Party Services beyond that
purchased under the Agreement and the EULA, and (b) Customer ’
s premature termination of any Third-Party Services that are subject to a term agreement. v. In addition to and without limiting any other indemnification obligations under the Agreement, Customer shall indemnify and hold Everon harmless to the same extent Customer indemnifies Vendor under an applicable EULA and from any Losses arising from or related to: (a) Customer ’
s breach of any applicable EULA;
(b) any actual or alleged compromise, unauthorized access, disclosure, theft, loss, or unauthorized use of Customer information or data in connection with the Third-Party Service; and (c) any failure by Vendor to provide the Third-Party Services, in part or in whole.
C. Data Usage.
Everon, Vendors, or their respective designee(s), shall use Customer data, records, and information only: (a) for the specific purpose for which it was submitted; (b) to provide and improve Products and Services; (c) for analytics and research purposes related to Products and Services; (d) to monitor compliance with this Agreement; and (e) for any other purpose permitted in this Agreement or in any other applicable terms and conditions. 11 .
Force Majeure.
Everon shall not be responsible for any delays or costs caused by acts of God (such as fires, earthquakes, floods, hurricanes, tropical storms, tornadoes, lightning, explosions, and other severe acts of nature or weather), war, revolutions, acts of terrorism, epidemics, pandemics, contagions, acts of governmental authorities such as expropriation, condemnation, quarantining, executive orders and changes in laws and regulations, raw material shortages, component shortages, supply chain disruptions, strikes, labor disputes, or for any other cause beyond Everon ’
s reasonable control
(“
Force Majeure
”).
Everon
shall be entitled to a Change Order and reimbursement for all demonstrable costs incurred due to Force Majeure and an extension of time equivalent to the delay caused by Force Majeure. The parties agree that any delays or costs caused by or related to COVID- 19 , foreseeable or not, shall be considered a Force
Majeure event for purposes of this Agreement.
12 .
Confidentiality.
During the Agreement, each party may disclose to the other confidential information, the disclosure of which to third parties would be damaging. Confidential information shall include any information relating to the identity of the party ’
s customers, the nature of their relationship with their customers, the nature of the other party
’
s business, or the rates charged by it to third parties. The parties agree not to make use of this information other than for the performance of the Agreement, to release it only to employees requiring such information and only after ensuring that such employees are aware of the terms of this Section, and not to release or disclose it to any other party other than as required by law. The parties further agree not to use any Services performed under the Agreement for advertising, portfolio, or other promotional purposes without the written consent of the other party. Confidential information shall not include any information that: (a) was, is, or becomes public information through no fault of the receiving party; (b) was in the possession of the receiving Party before the commencement of this Agreement; (c) is developed independently by the receiving Party; or (d) must be disclosed pursuant to or as required by law or by a court or other tribunal of competent jurisdiction. The obligations under this section shall survive the termination or expiration of the Agreement for three (
3 ) years.
13 .
Non-Solicit of Employees.
During the term of this Agreement and for one year following its termination or expiration, neither Party shall solicit for employment any employee of the other Party who performed or performs services in connection with this Agreement; provided, however, that this Section shall not prohibit either Party from making general public promotions or solicitations for employment, nor from hiring any person who responds to any such general public promotion or solicitation.
14. Miscellaneous.
A. Nature of Relationship.
Everon is an independent contractor and not an employee, agent, joint venturer, or partner of Customer.
B. License Information.
Everon state license information is available at https://www.everonsolutions.com/about/licenses-credentials/licenses.
C. Export Control.
Customer shall not export or re-export, directly or indirectly, any: (i) Product or Service provided under this Agreement; (ii) technical data; (iii) software; (iv) information; or (v) items acquired under this Agreement to any country for which the United States Government (or any agency thereof) requires an export license or other approval without first obtaining any licenses, consents or permits that may be required under the applicable laws of the U.S. or other
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foreign jurisdictions and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall, at its own expense, defend, indemnify, and save harmless Everon from and against all Losses assessed against or suffered by Everon as a result of an allegation or claim of noncompliance by Customer with this Section. The obligations contained in this Section shall survive the termination or expiration of this Agreement.
D. Conflicts of Interest.
Everon does not permit the offering or acceptance of gifts or gratuities by Everon employees from parties with whom Everon is contracting for services, products, or other matters, and Customer shall not make any offer to any Everon employee that would violate this policy. Customer further represents and warrants that there is no financial or business relationship or any other conflict of interest that Customer has with or has offered to any employee of Everon. In the event Everon determines any offer of gifts or gratuities has been made by Customer to an Everon employee or a financial or business relationship or other conflict of interest has been offered to or exists between Customer and an Everon employee, Everon may terminate this Agreement, without penalty, upon five (
5 ) days
’
prior written notice to Customer.
E. Survival.
Sections
3 (Warranty),
5 (Risk of Loss),
7 (Limitation of Liability),
8 (Indemnity), and
12 (Confidentiality) shall survive any termination or expiration of the Agreement.
F. Assignment.
Customer may not assign the Agreement or any right thereunder without the prior written consent of Everon, which consent shall not be unreasonably conditioned, withheld, or delayed. Everon may subcontract any portion of the work described in the Agreement.
G. Severability.
In the event any one or more of the provisions of this Agreement is held to be unenforceable or invalid under applicable law, such unenforceability or invalidity shall not affect any other provision of this Agreement.
H. Cross-Default.
A default by Customer under the Agreement shall be a default of all Agreements between Everon and Customer.
I. Remedies.
All remedies under the Agreement are cumulative and in addition to any other rights at law or equity that a party may have.
J. Amendment.
The Agreement may be amended or modified only by a writing signed by both parties. Any purported oral amendment or modification is void.
K. Notice.
Any and all notices required or permitted to be given under the Agreement shall be in writing and delivered via certified or registered mail, or by overnight courier. Notices to Everon shall be deemed duly given on the date received by Everon at the following address: Everon LLC, Attn: General Counsel, 1501
Yamato Road, Boca Raton, FL
33431
. Notices to Customer shall be deemed duly given on the date received by Customer at the address for Customer stated in the Agreement, or if no such address is provided, at any Premises.
L. Waiver.
The waiver by either party of any right under the Agreement or any breach of the Agreement shall not operate as, or be construed as, a waiver of any subsequent right under or breach of the Agreement.
M. Governing Law; Dispute Resolution.
This Agreement and any dispute or claim arising under it shall be governed by the laws of the state of Florida, without giving effect to its conflicts of law rules. Any and all matters of dispute between the parties to this Agreement, whether regarding performance of the Agreement, interpretation of any term or provision of this Agreement, or other dispute, shall be decided by arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association in Boca Raton, Florida, with the arbitrator ’
s costs borne equally by the Parties. The enforceability of this arbitration provision shall be determined by arbitration. The arbitrator(s)
’
decision shall be final and binding on the Parties.
N. Entire Agreement.
The Agreement contains the entire agreement between the parties with respect to the subject matter of the Agreement, and supersedes any and all prior agreements or understandings, whether written or oral. The parties agree that there are no oral or written agreements, representations, or understandings by or between the parties regarding the subject matter of the Agreement that are not contained in the Agreement.
O. Electronic Signature; Counterparts.
The Agreement may be signed and/or delivered by electronic means (such as e-mail), and all such signatures and electronic transmissions of this Agreement are to be treated as originals for all purposes and given the same legal force and effect as a signed paper contract.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same agreement.
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Customer Authorized Representative
Printed Name
Title
Date
Everon Representative
Printed Name
Title
Date
Everon Authorized Manager
Printed Name
Title
Date
Signatures
IN WITNESS HEREOF, Customer and Everon have caused this Agreement to be executed by their duly authorized representatives below.
Product-Specific Terms
and Conditions
: Third-Party Services
7 .
Third-Party Services.
The terms of this section and its subsections apply only to Third-Party Services provided by Vendors identified in this section. These Product-Specific Terms and Conditions apply in addition to the GTCs and supersede any conflicting term of the GTCs.
7.1 .
Applicable Vendors.
The following Vendors provide Third-Party Services subject to this section: Brivo, Inc. (“
Brivo
”);
Avigilon Corporation
(“
Avigilon
”);
LiveView Technologies, Inc.
(“
LVT
”);
Rekor Recognition Systems, Inc.
(“
Rekor
”);
Alarm.com
(“
Alarm.com
”);
and NCR Corporation
(“
NCR
”).
7.2 .
Vendor EULA.
Vendor
’
s EULA may include limitations as to warranty, use, Vendor ’
s liability for data breach or other events, data security standards, performance metrics, continuity of Third-Party Services, and other terms or and conditions. Customer represents that it has read and agrees to any applicable EULA prior to entering into this Agreement. Customer agrees that it is solely responsible for complying with all terms of any applicable EULA.
7.2.1 . Brivo
’
s EULA is available at
https://www.brivo.com/terms-of-use-brivo-services
.
7.2.2 . Avigilon
’
s EULAs are available at
www.avigilon.com
.
7.2.3 . LVT
’
s EULA is available at
www.lvt.com/legal
.
7.2.4 . Rekor
’
s EULA is available at Rekor
’
s affiliate, OpenALPR Software Solutions, Inc.
’
s website, at
www.openalpr.com/license
.
7.2.5 . Alarm.com
’
s EULAs are available at
https://www.alarm.com/legal
.
7.2.6 . NCR
’
s EULAs are available at
https://www.ncr.com/terms-and-conditions
.
7.2.7 . Honeywell International Inc.
’
s EULAs are available at
https://buildings.honeywell.com/us/en/legal/eula
.
7.3 .
Warranty Exclusion and Disclaimer.
Third-Party Services are sold only with the warranties provided in the applicable EULA. Everon represents and warrants that it has authority to sell Customer the Third-Party Services, subject to the conditions of the EULA. EVERON MAKES NO OTHER REPRESENTATION OR WARRANTY, AND DISCLAIMS ANY OTHER REPRESENTATION AND WARRANTY, REGARDING THE THIRD-PARTY SERVICES.
7.4 .
Intellectual Property Rights.
Except as provided by a EULA, Vendors reserve all rights, title, and interest in and to the Third-Party Services and all portions thereof, including all related intellectual property rights. No rights are provided to Customer except those explicitly set forth in the EULA. Customer agrees that it shall not: (a) modify, copy, or create derivative works based upon the Third-Party Services or any portion thereof; (b) frame or mirror any content forming part of the Third-Party Services; (c) reverse engineer the Third-Party Services or any portion thereof; or (d) access the Third-Party Services in order to build a competitive product or service, or copy any ideas, features functions, or graphics of the Third-Party Services.
Product-Specific Terms
and Conditions
: Special Business Risk Provisions
9 .
Special Business Risk Provisions.
The terms of this section and its subsections apply only to customers operating a cannabis or cannabis-related business (“
Cannabis Customer
”).
These Product-Specific Terms and Conditions apply in addition to the GTCs and supersede any conflicting term of the GTCs.
9.1 .
Cannabis Customer Special Representations and Warranties.
Cannabis Customer represents and warrants that it has obtained, and will maintain in good standing, all required approvals, licenses, and permits required to operate its business, including any and all necessary authorizations under state and local low to grow and/or sell cannabis products.
9.2 .
Termination Upon Change in Law or Enforcement.
Everon shall have the right to unilaterally terminate or modify the Agreement immediately upon written notice, without penalty, in Everon
’
s sole and absolute discretion, upon any change in applicable federal, state, or local law or the governmental enforcement policy thereof.
9.3 .
Applicable Law.
Section
14 .M of the GTCs (Governing Law; Dispute Resolution; Attorneys ’
Fees) applies with the following exception. The law governing the Agreement shall be solely the law of the state in which Cannabis Customer maintains its license to operate a cannabis-related business, without reference to or application of federal or other laws. All other provisions of Section 14 .M of the GTCs apply without modification.
17.K.
rev 202501
17.K.
Preventative Maintenance.
By initialing adjacent, Customer acknowledges that it was offered and has declined Everon
’
s preventative maintenance service. Customer acknowledges that it is responsible for the routine inspection of its security system and to notify Everon of any defects or adjustments required. All maintenance services shall be at Customer ’
s cost unless covered by
warranty or, if purchased by Customer, an Extended Service Plan.
Initials
Extended Service Plan - Labor.
By initialing adjacent, Customer acknowledges that it was offered and has declined Everon
’
s Extended Service Plan
–
Labor. All technician time
necessary for repairs and/or maintenance shall be at Customer ’
s expense, excluding any repairs
covered by product warranty.
Initials
Extended Service Plan - Parts.
By initialing adjacent, Customer acknowledges that it was offered and has declined Everon
’
s Extended Service Plan
–
Parts. All parts and materials
necessary for repairs and/or maintenance shall be at Customer ’
s expense, excluding any repairs
covered by product warranty.
Initials
Addendum: Acknowledgement of Declining Services
This Addendum is part of the Agreement to which it is attached, and all capitalized terms have the meaning set forth in the Agreement.
PRODUCT OR SERVICE
ACKNOWLEDGEMENT
17.K.
17.K.
City of Hemet
City Council Meeting
STAFF REPORT
Meeting: City Council Meeting - Jul 08 2025
Department: City Council
Submitted by: Mark Prestwich, City Manager
Benigno Sandoval, Economic Development Manager;
☐ Receive and File ☐ Consent Calendar ☒ Business Item ☐ Public Hearing
TITLE:
Awarding Fiscal Year 2025-26 Downtown Kitchen Grants Totaling $450,000 to Award Recipients
RECOMMENDED ACTION:
It is respectfully recommended that the City Council:
Pass a Motion Awarding Fiscal Year 2025-26 Downtown Kitchen Grants totaling $450,000 to Award Recipients.
BACKGROUND:
On August 13, 2024, the City Council adopted the Hemet RISES Economic Strategy, which included a strategic initiative to incentivize restaurant investment in the City's Downtown. The City desires to support business creation and restore the vibrancy of Downtown as a place to visit, shop, and dine.
The City Council appropriated $300,000 in the Fiscal Year 2024-25 budget for the creation of a restaurant incentive grant program. The program provides funding to off-set the start-up costs of opening a restaurant(s), including kitchen equipment, renovations, and other related expenses.
The Downtown Kitchen Grant Program was presented to the Planning Commission on April 15, 2025, and was met with a supportive response. The Planning Commission recommended approval of the program but provided feedback that $300,000 might not be enough to support potential projects, and for the City Council to consider adding more funding if available to attract higher quality investment.
On April 22, 2025, the City Council adopted a Resolution 2025-053, approving the Downtown Kitchen Grant Program and Authorizing Waiver of Planning and Building Permit Fees for Program Participants. At that meeting, the Council requested the Business Ad-Hoc Committee consisting of Mayor Jackie Peterson and Council Member Joe Males, review submitted proposals and present options/recommendations to the Council.
On June 10, 2025, the Council authorized an additional $200,000 for the Downtown Kitchen Grant Program as part of the Fiscal Year 2025-2026 Adopted Budget, to supplement the existing funding for a total available allocation of $500,000.
18.A.
The Kitchen Grant offers financial assistance to aspiring restaurateurs in the Hemet Downtown District. This program aims to stimulate economic growth and revitalize the area by supporting the creation of new culinary businesses. Specifically, the grant provides funding of up to $500,000 to cover the costs associated with building a restaurant kitchen. To qualify, applicants must demonstrate a 20% financial commitment as a matching contribution towards the project.
The Grant funding is to be used for labor and materials directly related to the Downtown Kitchen Grant construction only. Program funds are to be used for Kitchen development and revitalization rather than a simple routine maintenance or equipment (e.g. tools).
Eligible Items:
Kitchen Equipment and Infrastructure
Commercial-grade range/oven
High-volume refrigerator
Commercial dishwasher
Hood system and ventilation
Three-compartment sink
Walk-in freezer
Food processor
Ice machine
Grease trap installation
Professional-grade knives and cutting board
DISCUSSION:
The City of Hemet advertised and opened the Downtown Kitchen Grant for 30 days starting from May 6, 2026, to June 5, 2025. A total of four applications were received in the 30-day application period (see attached applications). Applicants were all located in the Downtown Specific Plan area offering a wide range of culinary experiences from Steaks, Burgers, Wraps, Cocktail, drinks, and much more.
After received. applications the considered reviewed Committee Ad-Hoc Business The and discussing options, the Business Ad Hoc Committee is recommending a total of $450,000 be awarded to the following three applicants as follows:
1. Kimballs Bistro (Kimball & Harvard): $150,000
2. Carlton's Steakhouse (Florida & Harvard): $300,000
3. Samurai Sam's Sandwiches Florida & Inez): Waiver of City and Permit Fees (no reimbursement was requested).
Monetary grant recipients will be required to sign an agreement that authorizes reimbursement of eligible expenses up to the award amount after a Certificate of Occupancy is issued.
PREVIOUS COUNCIL ACTION:
The City Council approved the Downtown Kitchen Grant Program on April 22, 2025.
18.A.
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.
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:
With Fiscal Year 2024-2025 and Fiscal Year 2025-2026 appropriations, the Kitchen Grant Program has a combined $500,000 available for grant awardee consideration. If the Ad Hoc Committee's recommendation to award $450,000 is approved, the remaining $50,000 would be available for contingency or for a future grant application period.
ALTERNATIVE(S):
1. Adjust Ad Hoc Committee recommendations.
2. Reopen the grant application for an additional period of time.
3. Receive additional information from applicants.
4. Provide alternate direction to the City Manager.
ATTACHMENT(S):
18.A.
Attachment 1: City Council Resolution 2025-053
Attachment 2: Sam's - Downtown Kitchen
Attachment 3: Steakhouse - Downtown Kitchen
Attachment 4: Kimballs - Downtown Kitchen
Attachment 5: Food 4 the Soul - Downtown Kitchen
18.A.
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CITY OF HEMET
HEMET, CALIFORNIA
RESOLUTION NO. 2025- 053
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEMET, CALIFORNIA, APPROVING THE DOWNTOWN
KITCHEN GRANT PROGRAM
The City Council of the City of Hemet, California (hereafterreferred to as the " City Council") does resolve as follows:
WHEREAS, the City Council adopted the Hemet Economic Strategic Plan, Hemet: RISES, outliningrestaurantinvestmentin the HemetDowntownDistrict; and WHEREAS, the Downtown Kitchen Grant is a new City of Hemet business incentive program to enhance the physical appearance and attract new visitors to the City' s major commercial corridors; and
WHEREAS, the Hemet City Council has appropriated $ 300, 000 towards the program for Fiscal Year 2024- 25; and
WHEREAS, the City Councildesiresto waiveApplicationand ProcessingFees Associated with the Downtown Kitchen Grant; and
WHEREAS, the waiver of fees has been reviewed by the City Council and staff in accordance with the California Environmental Quality Act (" CEQA") and the CEQA Guidelines, and it has been determined that the adoption of this ordinance is exempt from CEQA pursuant to Section 15061( b)(3) of the CEQA Guidelines; and M
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28 WHEREAS, the Downtown Kitchen Grant Program is a strategic initiative designedto supporttheestablishmentandexpansionin theDowntownHemetDistrict as describedin the DowntownKitchenGrantProgramGuidelines (ExhibitA).
NOW, THEREFORE, THE CITY COUNCILOF THE CITY OF HEMETFINDS, DETERMINES, ORDERS, AND RESOLVES AS FOLLOWS:
SECTION 1. The City Council hereby approves the Downtown Kitchen Grant ProgramandAuthorizesWaiverof Planningand BuildingPermitFeesfor Program Participants.
SECTION 2. AUTHORIZATION — TheCityManagerisauthorizedtoexecuteany necessarydocumentsrelatedto the grantprogramandimplementationon behalfof the City.
SECTION 3. The Administrative Services Director is authorized to establish expenditure accounts and a budget for the grant activity as required to implement the grant - funded program.
SECTION4. ThisResolutionshalltakeeffectimmediatelyuponitsadoption. 2
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PASSED, APPROVED AND ADOPTED this 22nd day of April, 2025.
AT EST:
John f5aul Maier, City Clerk
EMET
re
Jackie Peterson, Ma
3
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State of California )
County of Riverside )
City of Hemet )
I, John Paul Maier, City Clerkof the City of Hemet, do herebycertifythat the foregoingresolutionwas adoptedbythe HemetCityCouncilon the 22nddayof April, 2025, and was passed by the following vote:
AYES: Council Members: Krupa, Lodge, Males, Mayor Pro Tem Kendrick, Mayor Peterson.
NOES: Council Members: None.
ABSTAIN: Council Members: None.
ABSENT: Council Members: None.
L ® -
Joh ' Paul Maier, City Clerk
T RES 4
18.A.
Kitchen Grant Program Guidelines
City of Hemet
Downtown Kitchen Grant
City of Hemet — Economic Development
April 2025
City of Hemet
18.A.
Kitchen Grant Program Guidelines
TheHemetDowntownKitchenGrant Programis a strategicinitiative designedto revitalizethe heartof Hemetby fosteringa thrivingculinaryscene. Recognizingthe profoundimpactof a vibrantfoodsceneonacommunity'seconomicvitality, socialfabric, andoverallqualityof life, this programaimsto supportthe establishmentandexpansionof high-qualityrestaurantswithin the designated Downtown Hemet district.
The program envisionsa transformed downtown, a culinary destination that attracts both residentsandvisitorsalike. It seeksto createa dynamicanddiversefoodscenethat not only enhancesthe diningexperiencebut alsocontributessignificantlyto the economicandsocialwell- beingof thecommunity. Byattractingnewbusinesses, supportingexistingrestaurants, and fosteringa cultureof innovation, the programaimsto revitalizethe downtowndistrict, create new jobs, and enhance the overall quality of life for all Hemet residents.
This program strives to achieve several key goals:
RevitalizeDowntown Hemet: Transformthe downtown district into avibrant and attractivedestinationfor residentsandvisitors. Thisinvolvesincreasingfoottraffic, enhancingthe overallambiance, andcreatinga moreinvitingandengaging environment. A thriving restaurant scenewill contribute to a more vibrant and active downtown, attractingresidentsandvisitorsaliketo dine, shop, andexplore.
StimulateEconomicGrowth: Attract newbusinesses, createlocaljobs, andincrease revenue streams for businesseswithin the downtown district. The program aims to contributeto the overalleconomicvitality of Hemetbysupportingthe growth of the localhospitalityindustry. Thisincludescreatingnew employmentopportunitiesfor residents, increasingtaxrevenueforthecity, andstimulatingeconomicactivity throughout the downtown area.
EnhanceQualityof Life: Improvethequalityof lifefor residentsbyprovidingaccessto a diverserangeof high-qualitydiningoptions. Avibrantculinarysceneenhancesthe overalllivabilityof acommunity, offeringresidentsagreatervarietyof dining experiences, opportunitiesfor socialinteraction, andamoreengagingandenriching environment.
SupportLocalEntrepreneurship: Provideavaluableplatformfor aspiringand established restaurateurs to launch and grow their businesses. The program aims to fosteracultureofentrepreneurshipandinnovationwithinthecommunityby supportinglocalbusinesses, encouragingcreativity, andprovidingopportunitiesfor growth and expansion.
City of Hemet — Economic Development
2
18.A.
Kitchen Grant Program Guidelines
Preserve Local Character: Encourage the development of restaurants that reflect the unique character and cultural heritage of Hemet. This may include supporting the use of locallysourcedingredients, incorporatinglocalflavorsandtraditions into menu offerings, and showcasingthe unique character and history of the Hemet community.
PromoteSustainability: Encouragesustainablepracticeswithin the restaurantindustry.
Thisincludessupportingthe useof locallysourcedingredients, minimizingfood waste, implementing energy- efficient technologies, and promoting environmentally conscious practices.
The Hemet Kitchen Grant offers financial assistance to aspiring restaurateurs in the Hemet Downtown District. This program aims to stimulate economic growth and revitalize the area by supportingthecreationofnewculinarybusinesses. Specifically, thegrantprovidesfundingof up to $ 300,000 to cover the costs associated with building a restaurant kitchen. To qualify, applicants must demonstrate a 20% financial commitment as a matching contribution towards the project.
Project must be completed within eighteen ( 18) months of building permit issuance. The Downtown Kitchen Grant program is limited to the Downtown Specific Plan area with a preference for improvements on Florida Avenue. This requirement ensuresthat recipients have a vested interest in the success of their ventures and fosters a sense of ownership and responsibility.
The City of Hemetwill providereimbursementof expensesafter it deemsthe projectis completed, and upon the submission of invoices, and proof of payment. If the project is anticipated to extend beyond the required completion date, prior written City Manager approval is required to extend the performance period.
Grantfunding isto be usedfor labor and materialsdirectly related to the Downtown Kitchen Grant construction only. Program funds are to be used for Kitchen development and revitalization rather than a simple routine maintenance or equipment ( e.g. tools).
Fee Exemption
Applicants for the Downtown Kitchen Gran Program are exempt from Planning and Building permit fees. Note, fee exemption does not apply to any mandated fees by the State of California or fees required by other public agencies.
3 City of Hemet — Economic Development
18.A.
Kitchen Grant Program Guidelines
Figure
Hemet Downtown District Map
Eligibility ti
To be eligible for the Hemet Downtown Kitchen Grant Program, applicants must meet specific criteria.
Applicant Type:
o
New Restaurants: Businessesplanning to establish a new restaurant within the designatedDowntownHemetdistrict areeligibleto apply. Thisincludesboth new businessesandexistingbusinessesthat areexpandingto the downtown area.
o
ExistingRestaurants: Establishedrestaurantswithin the district mayalsobe eligibleto applyfor fundingto significantlyexpandtheir operations, Thismay includeimplementingmajorkitchenrenovations, expandingtheir menu 4 ri
City of Hemet — Economic Development
N
m
Oakland Avenue
CampusWay
Devonshire Avenue
Latham Avenue
s
a St. John Place
Florida Avenue
Morton Place
Kimball Avenue !
Acacia Avenue
X v.'
c
Eligibility ti
To be eligiblefor the Hemet DowntownKitchenGrant Program, applicantsmust meet specific criteria.
Applicant Type:
o
New Restaurants: Businessesplanningto establisha new restaurantwithinthe designatedDowntownHemetdistrictare eligibleto apply. This includesboth new businessesand existing businessesthatare expandingto the downtown area.
o
Existing Restaurants: Establishedrestaurantswithinthe districtmayalsobe eligibleto applyfor fundingto significantlyexpandtheir operations, Thismay include implementingmajor kitchen renovations, expandingtheir menu 4 ri
Cityof Hemet — Economic Development
18.A.
Mtchen Grant Program Guidelines
offerings, enhancing customer experience, improving operational efficiency, and implementing innovative technologies.
Location: All applicants must be located within the clearly defined boundaries of the designated Downtown Hemet district, as determined by the City of Hemet.
Project Scope: Grant funds can be utilized for a wide range of eligible expenses, including:
o Kitchen Equipment and Infrastructure: Purchase and installation of essential commercial kitchen equipment, such as high- performance ovens, grills, refrigeration units, specialized food preparation equipment, and upgrades to plumbing, electrical, and ventilation systems.
o Commercial - grade rang% ven: Core piece of equipment for any restaurant kitchen.
o High-volume refrigerator: Storing perishable ingredients and keeping them at safe temperatures.
o Commercial dishwasher: Improves efficiency and sanitation in the kitchen. o Hood system and ventilation: For safety and compliance with health codes. o Three -compartment sink: Required for proper handwashing and food preparation.
o Walk-in freezer: For storing frozen ingredients and minimizing food waste. o Food processor: Speedsup food preparation tasks like chopping, mixing, and pureeing.
o Ice machine: Provides consistent ice supply for drinks and cooling. o Greasetrap installation: Requiredfor properwastedisposalandto prevent plumbing issues.
o Professional -grade knives and cutting boards: Essentialtools for any chef.
The application process for the Hemet Downtown Restaurant Grant Program will be rigorous and competitive.
Application Submission: Interested applicants must submit a comprehensive application package, including:
o A detailed business plan: This plan should outline the restaurant' s concept, menu offerings, target market, marketing strategy, and projected financial performance. The business plan should demonstrate a clear understanding of the market, a competitive advantage, and a solid plan for achieving success. o Detailed budget and cost breakdown: A comprehensive budget outlining all project costs and a detailed breakdown of how grant funds will be utilized. The budget should be realistic, well-documented, and clearly demonstrate how the funds will be used to achieve the project goals.
City of Hemet — Economic Development
18.A.
CM
Kitchen crani Program Guidelines
Supporting documentation: This may include a business license application, lease agreement, proof of businessinsurance, and any other relevant permits or approvals.
Financial statements:
For new restaurants: Include personal financial statements of the owners/ partners.
Forexistingrestaurants: Includerecentfinancialstatements (e.g., income statements, balance sheets) to demonstrate the financial health of the business.
2. Review and Selection: A highly qualified review panel, comprised of representatives from the City of Hemet will carefully evaluate each application. The selection criteria will include:
o
FeasibilityandViability: Thepanelwill assessthe feasibilityandviability of the business plan, including its market potential, financial projections, and overall sustainability.
o
Culinary Innovation: Preference may be given to applicants who demonstrate a commitment to culinary innovation, offering unique and distinctive dining experiences, such as innovative menu concepts, locally sourced ingredients, and unique dining atmospheres.
o Community Impact: The panel will consider the potential impact of the project on the downtown district, including its ability to attract new visitors, create jobs, and enhance the overall quality of life for residents.
o Financial Responsibility: The panel will evaluate the applicant' s financial responsibility and their ability to effectively manage grant funds. o Sustainability: The panel will assess the applicant' s commitment to sustainability, including environmental practices, sourcing local ingredients, and minimizing waste.
Applicant Intake and Eligibility
1. Application and RequiredDocuments. Applicationsare availableat HemetCity Hall or online at www. hemetca. gov/ econdev Each application must be completed in its entirety, signed and submitted with all required documents as listed in the application, signed proof of ownership or lease agreement, and submit a Certificate of Good Business Standing( https: Hbizfileonline. sos. ca. gov). Applications will be reviewedin the order in which they were received. TheCitywill maintaina waiting list for all prospective participants. Incomplete applications will not be processed. 61; x_ ,..
City of Hemet — Economic Development
18.A.
Kitchen Grant Program Guidelines
eview of application. All complete applications will be date stamped when received nd processedin that order. Applicationmaybe subjectto additionalreviewby the Planning Commission, when applicable.
Incomplete applications will not be processed until all requested information is submitted. A notification letter will be sent to applicants concerning the approval or denial of the Application. Eligible applicants will be contacted to enter into an agreement with the City and schedule a property inspection.
1. Initial Inspection. A site visit will be arranged between the Economic Development staff andthe property owner and/or businessowner to undertakean inspectionof the buildingandto developspecificationsfor the Program.
2. Follow -UpInspection. If CityStafffindscodeviolationsduringthe initialinspection, the property owner and/or applicantwill be required to correct those violations beforecontinuingin the Programprocess. A follow-up inspectionwill be arranged between City Staff and the property owner and/or businessowner to ensurethe property is up to code.
1. Procurement. Applicants are free to select their contractor and submit at least one quoteto the City of Hemet. The chosencontractmust complywith the City's requirements for contractors. The City reserves the right to require or obtain additional bids/ estimates to determine the validity of the proposed project.
2. Contractor Requirements. The City shall maintain a file for each contractor performingworkpursuantto thetermsandconditionsof thisprogram. Thefileshall include the following information:
a. Copiesof the contractor' s current liability and worker' s compensation insurance policies;
b. Copies of the contractor' s current California Contractor' s License; c. Copyof contractor'sCityBusinessLicense; andCityBusinessLicense d. Provide a subcontractor list as applicable.
Any contractorwith an expiredGeneralLiabilityand/or WorkersCompensation insurance or a valid state contractor' s license shall be removed from the job until he/she is able to provide proof of current insurance and/or license. All contractors shallbe requiredto obtain a CityBusinessLicenseprior to the issuanceof a building permit.
71P,,
City of Hemet — Economic Development
18.A.
ieligible Contractors
Kitchen Grant Program Guidelines
a. The City and the applicant( s) shall agree not to award any contract for rehabilitation work, to be paid for in whole or impart with proceeds from the Program, to anycontractorwho doesnot havea validStatecontractor's license, who cannot produce sufficient evidence of current Worker' s Compensation and Liability Insurance coverage, or who is on the federal Housing and Urban Development' s (HUD's) Debarred Contractor list.
b.
All owner/builders, or anymemberof the applicant'sfamilyor extendedfamily, are considered ineligible, regardless of credentials or license. Any ineligible contractorfoundworkingat the job sitewill beremovedimmediately, without compensation.
1. Notification. TheCityshallnotify the selectedcontractorof the award of the grant award and shall establish date, time and place for the pre -construction conference.
Thepre -constructionconferencewill includeCityStaff, property/businessowner(s) and contractor.
2. Private Arrangements. The City cautions the property/businessowner and the contractor not to enter " side deals" for additional work or deviations from the approved scope of work.
3. Pre -Construction. Prior to construction, the City will arrange a pre -construction meetingwhich shallbe attendedby the contractor, the property/businessowner(s), and representative City staff. The purpose of this meeting is to explain all Program requirements and procedures, coordinate and schedule the work start date, and answer questions related to contract documents.
4. Start of Construction. Nowork shallcommenceuntil a "Noticeto Proceed" hasbeen issuedto thecontractor, signedbytheproperty/businessowner(s) andtheCity. In addition, no work shallcommenceuntil all requiredpermitshavebeenissuedbythe City' s Building Division.
a. Thecontractorshallcontactthe CommunityDevelopmentDepartmentto obtainall requirementsforplansubmittalto obtainbuildingpermits. Planswillbereviewedby the City's Building and Planning divisions.
b. ApplicantsforthisprogramareexemptfromCityPlanningandBuildingpermitfees.
Thisfee exemptiondoesnot applyto fees mandatedby the Stateof California including, butnotlimitedto, theCaliforniaGreenBuildingStandardsfees. g _ .
City of Hemet — Economic Development
18.A.
Kitchen grant Program Guidelines
Reimbursement Process
1. Upon approval, the City of Hemet will enter into agreement with the applicant and approvedwork maybeginimmediatelyafterthe agreementisfully executed.
2. Applicants are responsible for obtaining all necessary permits ( including building permits) and authorities from the City.
3. Staff will inspect the project to ensure compliance with grant.
4. Work must be completed within eighteen ( 18) months of grant award.
5. All work must comply with approved plans.
6. Grant funds will only be disseminated to the contractor not the applicant, once the constructionof the Cityapprovedimprovementshasbeencompletedand hasbeen inspected by City Staff.
7. Grant funds will be disseminated upon the issuance of a Notice of Completion has been issued by City Staff.
Applicant ilio
1. Property Maintenance. Theproperty/businessowner(s) is/are responsiblefor property maintenanceduring the rehabilitationwork (contractor is responsiblefor keepingthe property clean of all construction material). The property/ business owner( s) is/ are responsible for insuring that the rehabilitation work is not impeded because of their actions or the actions of their tenant( s). The City shall encourage the contractor and his/ her employees to provide adequate pedestrian and property protection at the construction site.
2. PropertyTaxBills. Currentpropertytaxbillsfor the subjectpropertymustbecurrent. The propertyowner(s) is/areresponsiblefor insuringthat the propertytaxesarecurrent. The Citywill verify that the propertytaxesfor the property arecurrent. If the property'stax statement indicates a delinquency, at the time of the Program application, the City shall not proceed with grant processing until it is supplied with a Certificate of Redemption or other appropriate documentation of proof of payment.
3. Noticeof Completion. Theproperty/businessowner(s) is/areresponsiblefor scheduling a final job completed inspection with the City's Building, Lifeand Safety Department. The Citywill verifythat the projectreceiveda passingfinal inspection. After all requirements have been met, the City will issue a Notice of Completionto the property/business owner( s).
9 1
City of Hemet — Economic Development
18.A.
Kitchen Grant Program Guidelines
FundingfortheDowntownKitchenGrantProgramisallocatedbytheCityof HemetCityCouncil, and the amount of funds available each year is not guaranteed. The grant funds are distributed on a first come, first served basis. If grant funds are depleted at the time of application submission, City Staff will keep your application on file. However, if additional funds become available, CityStaff will contact the applicant in the order in which the applications were received.
TheCityof Hemetreservesthe rightto cancelor modifythis Programat anytime prior to grant approval, with notice to the applicant by the Economic Development Manager. Continuation of the Programissubjectto sufficientfundingasappropriatedbythe HemetCityCouncil. 10 City of Hemet — Economic Development
18.A.
Kitchen Grant Program Guidelines
Please read the statements below and initial and sign certify that you understand:
1/we certify that the building owner is the owner of the property. 1/wecertifythattherearenocurrentcodeenforcementactionspendingagainstthis property*.
I/we have attached a copy of all current leases.
1/we havereviewedthe programoverviewandguidelines, havefamiliaritywith responsibilities of each party and understand that:
All servicesto be performedby contractorsshallbethe subjectof agreementbetween applicant and contractor( s).
The Agency shall not assumeany liability for such agreements, except as specifically authorized by the program.
1/we have read and understand the City of Hemet program guidelines, accept the qualifications and conditions and through signature(s) below, certify that I/we are qualified and will abidebysuchconditionssetforth in this applicationandall reasonableconditionswhich maybeissuedbytheCityof Hemetintheimplementationofthisprogram. Iunderstandthat thisisavoluntaryprogram, underwhichtheCityofHemethastherighttoapproveordenyany project or proposal or portions thereof.
Signature:
Property Owner Signature
If Tenant is Applying)
City of Hemet — Economic Development
Date:
Date:
J I ".
18.A.
Kitchen Gran: Program Guidelines
Downtown Kitchen
Grant Program Application
Pleasefill out the applicationcompletelyandsubmitto [email protected]. gov or send to:
City of Hemet
Attention: Economic Development Department
445 E. Florida Ave
Hemet, CA 92543
951) 669 — 0265
SECTION 1 - APPLICANT INFORMATION:
Name:
CircleAll That Apply: Property Owner Business Owner/ Tenant Business Name:
Property Address:
Mailing Address:
Phone Number:
Email:
TotalNumberof Businessesin Building:
Name( s) of Other Businesses:
SECTION 2 - PROPERTYOWNERINFORMATION (Completeevenif the current tenant is the applicant):
Property Owner Name:
Property Owner Mailing Address:
Property Owner Daytime Phone Number:
Asthe legalownerof theaboveproperty, I herebygrantauthorizationto completethe fagade improvements indicated on this application.
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SECTION 3 - FUNDING:
Grant Available
Downtown Kitchen Grant
Grant Amount Requested: $
Estimated Total Project Cost: $
SECTION 4 - SCOPE OF WORK:
General Description of Work:
SECTION 5 - ACKNOWLEDGMENT:
Kitchen Grant Program Guidelines
Date:
We certify that the owner is the property owner of record and that there are no current zoning code enforcement actions pending againstthe property. I have read and understand the Program Guidelines and accept them. I certify that I am qualified and will abide by such conditions set forth in this application and all reasonable conditions which may be issued by the City of Hemet in the implementation of this project.
Property Owner( s) Signature:
Business Owner( s) Signature:
Date:
Date:
13 City of Hemet — Economic Development
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Business Plan
Kimball’s California Bistro
130 E Kimball Ave., Hemet, CA 92543
Owned by: ArmyToefl Investment Group Inc.
Corporate Lead: Simon Chu, PO Box 1857, Hemet, CA 92546
Executive Summary
Kimball’s California Bistro is a casual-upscale restaurant located in the heart of Hemet, California. The bistro is set to open in July 2025 following the completion of a permitted Tenant Improvement project (Permit No. B2109-278). The establishment operates under ArmyToefl Investment Group Inc., led by Simon Chu, and will be managed day-to-day by Mr. Jason Strain, a seasoned restaurant operator and US Air Force Veteran.
The concept centers on approachable, creative California cuisine with an emphasis on sharable plates, locally sourced ingredients, and a beverage program featuring regional craft beers, wines, and batch-made cocktails. The space spans 3,500 sq. ft., and operations are designed for high-efficiency service, targeting an average ticket of $18 per person.
Business Overview
Name: Kimball’s California Bistro
Location: 130 E Kimball Ave., Hemet, CA 92543
Ownership Entity: ArmyToefl Investment Group Inc.
Permit No.: B2109-278 (Restaurant TI approved)
Liquor License: Type 47 – License #612174 (Issued, pending opening) Opening Date (Projected): July 1, 2025
Restaurant Size: 3,500 sq. ft.
Seating Capacity (Est.): 90-110 patrons
Service Style: Hybrid counter/table service
Operating Hours:
• Mon–Fri: 11:00 AM – 10:00 PM
• Sat–Sun: 10:00 AM – 11:00 PM
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Concept and Menu
Kimball’s brings a California Fusion Bistro to the Inland Empire, inspired by the diverse cultures and produce of Southern California. The menu features:
• Sharable small plates
• Fresh, seasonal vegetables and proteins
• Fusion of Latin, Asian, Mediterranean, and Coastal California flavors • House-made sauces, pickles, and dressings
Beverage Program:
• 15+ Draft Beers – All California craft breweries
• Curated Local Wine List – Focused on Temecula and Southern California regions • 10 Signature Batch Cocktails – Premium spirits with unique seasonal ingredients
Market Positioning & Differentiation
Kimball’s targets a value-conscious, experience-driven customer base looking for:
• Affordable luxury dining ($18 average ticket)
• Community-centric atmosphere
• Upscale ambiance without formality
• Healthy, flavorful, and sharable menu items
Differentiators:
• Locally sourced, chef-driven menu
• Relaxed hybrid service model
• Premium draft-only beverage program
• Consistent batch-made cocktails ensuring speed & quality • Leadership with high-level experience in both military and hospitality sectors
Management & Leadership
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Simon Chu – Owner / Investor
Real estate developer and business operator with extensive experience in Downtown Hemet’s revitalization efforts.
Jason Strain – Director of Food & Beverage / Operations • US Air Force Veteran (Top Secret Clearance)
• Managed multi-million dollar national security assets • Extensive background in restaurant management throughout Southern California and the Southwest
• Known for operational excellence, leadership development, and concept scaling Culinary Team:
• Led by an award-winning executive chef (name available upon request) with experience in boutique hotels and high-volume kitchens.
Financial Summary
Metric Value
Monthly Revenue Estimate $115,000
Food Cost % 30%
Labor Cost % 35%
Gross Profit Margin Estimate 35%
Average Check per Person $18
Estimated Monthly Guest Count ~6,400 covers
Break-Even Point: Estimated at $85,000/month revenue considering fixed costs, food/labor, and occupancy expenses.
Marketing & Community Engagement
Kimball’s will use a multi-channel marketing strategy including:
• Grand Opening event with local influencers, press, and civic leaders
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• Loyalty & referral programs
• Digital marketing via Instagram, Facebook, Google
• Collaboration with local breweries and vineyards
• Community events and seasonal menu promotions
Target audience includes:
• Local professionals and families
• Weekend brunch crowd
• Daytime business meetings and happy hour patrons
Milestones
Milestone Target Date
Construction Completion July 1, 2025
Staff Hiring & Training Begins June 15, 2025
Soft Opening July 5, 2025
Grand Opening July 10–12, 2025
Monthly Revenue Target Achieved By September 2025
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Kimball's Bistro - Updated Budget Breakdown
Item Cost (USD)
City of Hemet Permit Fees $6,479.72
Grease Interceptor $15,250.00
Hoods and Installation $24,000.00
ANSUL System $8,000.00
Underground Plumbing $10,000.00
Framing $18,000.00
Electrical $23,200.00
Windows $21,000.00
Fixtures and Finishes (Kitchen) $20,000.00
Tile (Restaurant, Restrooms, Kitchen, Walls) $38,000.00 Restroom Fixtures $8,500.00
Paint and Finishes $8,000.00
Technology and Network $10,600.00
Liquor License $80,000.00
POS System $12,500.00
Health Department $1,500.00
So Cal Gas Upgrade $6,500.00
Walk In Coolers $15,000.00
Beer System $4,500.00
Keg Coolers $7,000.00
Wine Coolers $4,800.00
Cooking Equipment $20,000.00
Restaurant Refrigeration $14,000.00
Stainless Tables and Sinks $8,000.00
Metro Shelving $5,000.00
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Smallwares $8,500.00
Pre-Open Labor $24,000.00
Pre-Open Food and Beverage $18,000.00
Rent (First Month) $4,000.00
Tables and Chairs $18,000.00
Signage $26,000.00
TOTAL $488,329.72
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