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(iv) Date of the subcontract award.
(v) A description of the products or services (including construction) being provided under the subcontract,
including the overall purpose and expected outcomes or
results of the subcontract.
(vi) Subcontract number (the subcontract number assigned by the Contractor).
(vii) Subcontractor’s physical address including street address, city, state, and country. Also include the nine-digit zip code and congressional district.
(viii) Subcontractor’s primary performance location including street address, city, state, and country. Also include the nine- digit zip code and congressional district.
(ix) The prime contract number, and order number if applicable. (x) Awarding agency name and code.
(xi) Funding agency name and code.
(xii) Government contracting office code.
(xiii) Treasury account symbol (TAS) as reported in FPDS. (xiv) The applicable North American Industry Classification System code (NAICS).
(2) By the end of the month following the month of a contract award, and annually thereafter, the Contractor shall report the names and total compensation of each of the five most highly compensated executives for the Contractor’s preceding completed fiscal year at http://www.ccr.gov, if:
(i) In the Contractor ’s preceding fiscal year, the Contractor received:
(a) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants
(and subgrants) and cooperative agreements; and
(b) $25,000,000 or more in annual gross revenues from
Federal contracts (and subcontracts), loans, grants
(and subgrants) and cooperative agreements; and
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(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under Section 13(a) or 15(d) of the Securi ties
Exchange Act of 1934 (15 U .S.C. § 78m(a), 78o(d)) or
Section 6104 of the Internal Revenue Code of 1986. (To
determine if the public has access to the compensation
information, see the U.S. Security and Exchange
Commission total compensation filings at
http://www.sec.gov/answers/execomp.htm.)
(3) Unless otherwise directed by the contracting officer, by the end of the month following the month of a first -tier subcontract with a value of $25,000 or more, and annually thereafter, the Contractor shall report the names and total compensation of each of the five most highly compensated executives for each first -tier subcontractor for the subcontractor ’s preceding completed fiscal year at http://www.fsrs.gov, if:
(i) In the subcontractor ’s preceding fiscal year, the
subcontractor received:
(a) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants
(and subgrants) and cooperative agreements; and
(b) $25,000,000 or more in annual gross revenues from
Federal contracts (and subcontracts), loans, grants
(and subgrants) and cooperative agreements; and
(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under Section 13(a) or 15(d) of the Securi ties
Exchange Act of 1934 (15 U .S.C. § 78m(a), 78o(d)) or
Section 6104 of the Internal Revenue Code of 1986. (To
determine if the public has access to the compensation
information, see the U.S. Security and Exchange
Commission total compensation filings at
http://www.sec.gov/answers/execomp.htm.)
D. (1) If the Contractor in the previous tax year had gross income, from all sources, under $750,000, the Contractor is exempt from the requirement to report subcontractor awards.
(2) If a subcontractor in the previous tax year had gross income from all sources under $750,000, the Contractor does not need to report awards to that subcontractor.

E. Phase-in of reporting of subcontracts of $25,000 or more:
(1) Until September 30, 2010, any newly awarded subcontract must be reported if the prime contract award amount was $20,000,000 or more.

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(2) From October 1, 2010, until February 28, 2011, any newly awarded subcontract must be reported if the prime contract award amount was $550,000 or more. (3) Starting March 1, 2011, any newly awarded subcontract must be reported if the prime contract award amount was $25,000 or more.

11.9 Registration. Subrecipient agrees to maintain a current registration in the federal central contractor registration (“CCR”) database (http:/ www.ccr.gov) pursuant to the Federal Funding Accountability and Transparency Act, P.L. 109- 282, as amended by Section 6202(a) of P.L. 110-252. If Subrecipient is not currently registered, it must do so within ten (10) days of the date Subrecipient executes this Agreement. A Dun and Bradstreet Data Universal Numbering System (DUNS) Number (http://DNB.com) is required for registration in the CCR.

12. No Duplication of Benefits. In consideration of Subrecipient’s receipt of CDBG funds from the City, Subrecipient hereby assigns to City all of its future rights to reimbursement and all payments received from any grant, subsidized loan, or insurance policies of any type or coverage or under any reimbursement or relief program related to or administered by the Federal Emergency Management Agency or other program to the extent of proceeds paid to Subrecipient under this Agreement and that are determined in the sole discretion of the City to be a duplication of benefits (“DOB”). Upon receiving any DOB proceeds, Subrecipient shall immediately notify the City. If some or all of the proceeds are determined to be a DOB, the portion of Subrecipient’s CDBG funds that is a DOB shall be paid to the City forthwith.

13. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference as though set forth in full:

Exhibit “A” - Scope of Services
Exhibit “B” - Budget
Exhibit “C” - Polices and Regulations
Exhibit “D” - Subaward Information

(Signatures on Following Page)
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IN WITNESS WHEREOF, City and Subrecipient have caused this Agreement to be duly executed the day and year first above written.

CITY OF JURUPA VALLEY, a California
municipal corporation

__________________________________
Brian Berkson
Mayor

Attest:

___________________________________
Evelyne Ssenkoloto
Interim City Clerk

APPROVED AS TO FORM:

___________________________________
Peter M. Thorson
City Attorney

PATH OF LIFE MINISTRIES, INC , a
California non-profit corporation
By:

Name:

Title: ________________________________

By:

Name:

Title: ________________________________
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EXHIBIT “A”

SCOPE OF SERVICES
The project will provide the following Homelessness Services (Rapid Resolution Services) at a cost of $127,000.00:

1. Path of Life Ministries (“POLM”) Street Outreach Services will serve a minimum of 100 unduplicated individuals with Outreach/Shelter/Homeless Prevention services.

2. One (1) Full Time Staff will conduct street outreach and case management services Monday through Friday to homeless individuals in the City of Jurupa Valley. POLM Street Outreach Team will provide Outreach/Contact/Engagement to a minimum of 100 unduplicated individuals.

3. An intake/enrollment including a VI-SPDAT assessment will be completed for each individual engaged/enrolled. This will determine their eligibility for (Rapid Rehousing (RRH) or Permanent Supportive Housing (PSH) and ensure that all eligible chronically homeless individuals are entered in the county-wide coordinated entry system.

4. The Street Outreach Team will document and track their contacts, interactions, and progress with the individuals they provide services to as well as the locations in which they are contacting homeless individuals and encampments.

5. A case plan will be established with those who accept case management services and those who enter POLM shelter services. Special Needs Assistance may be provided if supplemental funds become available.

6. POLM will assist with transportation needs that contribute to an exit from the homeless situations for those who are interested. A minimum of 25 individuals are projected to receive transportation assistance.

7. POLM will collaborate with community partners including Riverside County Sherriff’s Department HOT Team, Jurupa Valley Codes Department and other community based agencies to coordinate efforts to provide homeless solutions in Jurupa Valley.

8. POLM will serve a minimum of 50 unduplicated individuals from Jurupa Valley in POLM Shelters. The equivalent of 1,000 bed nights in POLM shelters will be provided for Jurupa Valley residents with 4 beds being available on any given night for Jurupa Valley Residents.

Additional bed nights and/or beds will be provided for any Jurupa Valley resident seeking shelter based upon availability.

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EXHIBIT “B”

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EXHIBIT “C”

POLICIES AND REGULATIONS

The City has on file the Path of Life Ministries handbook that includes all policies and procedures.

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EXHIBIT “D”

SUBAWARD INFORMATION

1. Subrecipient Name (which must match registered name in DUNS): Path of Life Ministries

2. Subrecipient’s DUNS Number: 00-336-4176

3. Federal Award Identification Number (FAIN): B-19-MC-06-0607

4. Federal Award Date (see 2 CFR § 200.39): _____________________________________

5. Subaward Period of Performance Start Date and End Date: 7/1/2025-6/30/2026

6. Amount of Federal Funds Obligated by this Activity: $125,000

7. Total Amount of Federal Funds obligated to Subrecipient: $125,000

8. Total Amount of the Federal Award: $1026,523

9. Federal award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): Homelessness Services

10. Name of Federal Awarding Agency: Department of Housing and Urban Development

11. Name of Pass-through Entity and Contact Information for Awarding Official: City of Jurupa Valley, Rod B. Butler, City Manager, (951) 332-6464, [email protected]

12. Catalog of Federal Domestic Assistance (CFDA) Number and Name: 14.28 CDBG

13. Identification of whether the Award is Research & Development: Not applicable

14. Indirect Cost Rate for the Federal Award: Not applicable

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COMMUNITY DEVELOPMENT BLOCK GRANT

SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF JURUPA

VALLEY AND FAMILY SERVICE ASSOCIATION
(Senior Nutrition Program)
THIS AGREEMENT is made and entered into as of July 1, 2025, by and between the CITY OF JURUPA VALLEY , a California municipal corporation ( “City”) and FAMILY SERVICE ASSOCIATION, a California non-profit corporation (“Subrecipient”). In consideration of the mutual covenants set forth herein, and the mutual benefits to be derived there from, City and Subrecipient agree as follows:

1. RECITALS. The parties hereto agree that this Agreement is made with respect to the following purposes:

1.1 The City has applied for and been approved for grant funds from the United States Department of Housing and Urban Development ( “HUD”) for City’s fiscal year 2025-26 Community Development Block Grant ( “CDBG”), Catalog of Federal Domestic Assistance (“CFDA”) No. 14.218, Program and will administer/monitor the distribution of said funds.

1.2 The Subrecipient h as submitted its proposal to the Community & Economic Development Department, Development Division to receive funding from the City’s fiscal year 2024-25 CDBG Program, pursuant to the Housing and Community Development Act of 1974, as amended.

1.3 The Federal Accounting and Transparency Act of 2006 ( “the Act ”) became effective on October 1, 2010, and requires all CDBG grant recipients to include specific provisions in their grant agreements that are identified in Section 11.8 below.

1.4 Subrecipient agrees and understands that the Act requires additional reporting requirements, which includes providing information regarding the total compensation and names for the top five highest paid executives of its agency. Further, Subrecipient is referred to as the “Contractor” in Section 11.8 below.

2. SCOPE OF SERVICES . Subrecipient shall provide Senior Nutrition Program services, as more particularly described in Exhibit “A”, entitled Scope of Services ( “Services”), and Exhibit “B”, entitled Budget ( “Budget”), attached and incorporated by reference, in accordance with this Agreement.

3. TERM. The term of this Agreement shall be from July 1, 2025, to June 30, 2026, except that this Agreement shall remain in eff ect during any period that Subrecipient has control over CDBG funds, including program income.

4. COMPENSATION/PAYMENT. Subrecipient shall fully perform the Services to be provided under this Agreement for a total sum not to exceed twenty -five thousand dollars ($25,000). Payment shall be made pursuant to the Budget and Section 10.6 of this Agreement.

Invoices submitted by Subrecipient shall be delivered to City in accordance with Section 5.

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5. NOTICES. Any notices, invoices , or payments provided for, or required, to be given hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified, and postage prepaid, addressed to the party to be served as follows:

City
City of Jurupa Valley
8930 Limonite Avenue
Jurupa Valley, CA 92509
Subrecipient
Family Service Association
21250 Box Springs Road, Suite 212
Moreno Valley, CA 92557

6. AVAILABILITY OF FUNDS/AUTHORIZATION. The City’s allocation of funding to Subrecipient pursuant to this Agreement is contingent upon the availability to the City of CDBG funds and continued authorization for program activities by HUD, and is subject to amendment or termination due to lack of funds or authorization in accordance with Section 10.15.

This Agreement is subject to written modification or termination as necessary by City in accordance with requirements of future CDBG amendments, regulations or City policy. In addition, this Agreement may be amended or terminated as provided in Sections 9.5 and 9.6 of this Agreement.

7. EFFECTIVE DATE. This Agreement, following its execution by City and Subrecipient, shall not become effective until such time as the City Manager, or his or her designee:
submits to Subrecipient written notice that: (1) The City Manager , or his or her designee , has determined and verified, in his or her sole discretion, that Subrecipient is an eligible s ubrecipient (“Eligible Subrecipient”) as defined in Title 24, Code of Federal Regulations section 570.204(c) ; and (2) the allocation and availability of funds as described in Section 6 has occurred. Subrecipient represents and warrants that once recognized as an Eligible Subrecipient, it will take any and all necessary actions to remain an Eligible Subrecipient. Further, in this regard, in the event Subrecipient no longer qualifies as an Eligible Subrecipient, it shall forthwith notify City in writing of such lapse of qualification.

8. COMPLIANCE. By executing this Agreement, the Subrecipient hereby certifies that it will adhere to and comply with the same obligations to the City that the City has undertaken with HUD pursuant to its application and certifications for CDBG funds, including, but not limited to, the following, as they may be applicable to Subrecipient pursuant to the U.S. Housing and Community Development Act of 1974, as amended:

A. The Housing and Community Development Act of 1974, as amended, and legislative changes contained in the Housing and Urban -Rural Recovery Act of 1983, and the Housing and Community Development Act of 1987;
B. Regulations of the Department of Housing and Urban Development relating to CDBG, including all Federal laws and regulations described in subpart K of 24 CFR Part 570, except that:
(1) Subrecipient does not assume City’s responsibility for initiating the review process under the provisions of 24 CFR part 52; and Regular City Council Meeting - June 5, 2025

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(2) Subrecipient does not assume City’s environmental responsibilities; C. Title VI of the Civil Rights Act of 1964 (P.L. 88- 352) and implementing regulations issued at 24 CFR Part 1; Title VIII of the Civil Rights Act of 1968 (P.L. 90- 284) as amended; Section 109 of the Housing and Community Development Act of 1974, as amended, and the regulations issued pursuant thereto; Section 3 of the Housing and Urban Development Act of 1968, as amended; Executive Order 11246, as amended by Executive Orders 11375 and 12086, and implementing regulations at 41 CFR Chapter 60; Executive Order 11063, as amended by Executive Order 12259, and implementing regulations at 24 CFR Part 107; D. Section 504 of the Rehabilitation Act of 1973 (P.L. 93- 112), as amended, and implementing regulations;
E. The Age Discrimination Act of 1975 (P.L. 94- 135), as amended, and implementing regulations;
F. The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and the implementing regulations at 24 CFR Part 42;
G. The labor standard requirements as set forth in 24 CFR Part 570, Subpart K and HUD regulations issued to implement such requirements; H. Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention control and abatement of water pollution; I. The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234);
J. The regulations, policies, guidelines and requirements of 2 CFR Part 200 as they relate to the acceptance and use of federal funds under the federally-assisted program; K. The Lead-Based Paint Poisoning Prevention Act (42 U.S.C. § 4821 et seq.), the Residential Lead-Based Paint Hazard Act of 1992 (42 U.S.C. § 4851-4956) and the regulations of 24 CFR Part 35; and safety regulations; and
L. The Federal Accounting and T ransparency Act of 2006, P.L. 109- 282, as amended by Section 6202(a) of P.L. 110-252.

Copies of some of the foregoing Policies and Regulations are attached hereto as Exhibit “C”.

9. GENERAL CONDITIONS.

9.1 Subrecipient as Independent Contractor. Subrecipient, information is attached in Exhibit “D”. In the performance of this Agreement, Subrecipient, and Subrecipient ’s employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City. Subrecipient acknowledges and agrees Regular City Council Meeting - June 5, 2025

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that the City has no obligation to pay or withhold state or federal taxes or to provide workers ’ compensation or unemployment insurance to Subrecipient, or to Subrecipient ’s employees, subcontractors and agents. Subrecipient, as an independent contractor, shall be responsible for any and all taxes that apply to Subrecipient as an employer.

9.2 Indemnity.

A. Except as to the sole negligence or willful misconduct of the City, Subrecipient shall defend, indemnify, and hold the City, and its officers, employees and agents, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorneys’ fees, which arises out of or is in any way connected with the performance of work under this Agreement by Subrecipient or any of its employees, agents or subcontractors and from all claims by Subrecipient ’s employees, subcontractors and age nts for compensation for services rendered to Subrecipient in the performance of this Agreement, notwithstanding that the City may have benefitted from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct , or negligent conduct, whether active or passive, on the part of Subrecipient or of Subrecipient’s employees, subcontractors, or agents. Subrecipient understands and agrees that it shall defend the City from any claim even if it appears to be without merit.

B. Subrecipient shall also defend, indemnify and hold City harmless from any loss, damage or attorneys ’ fees incurred because of any claim by any person or entity, including HUD, because Subrecipient has failed to meet any CDBG requirements.

C. The parties also expressly agree that any payment, attorneys’ fees, costs or expense that the City incurs or makes to or on behalf of an injured employee under the City’s self- administered workers’ compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Agreement.

9.3 Insurance.

A. General Provisions . Prior to the City’s execution of this Agreement, Subrecipient shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the City Manager, or his or her designee, unless such modification is prohibited by law.

B. Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Subrecipient’s indemnification obligations under Section 9.2 hereof.

C. Ratings. Any insurance policy or coverage provided by Subrecipient or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder ’s rating of A or higher and a Financial Class of VII or higher.

D. Cancellation. The policies shall not be canceled unless thirty (30) days prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.

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E. Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Subrecipient pursuant to this Agreement are adequate to protect Subrecipient. If Subrecipient believes that any required insurance coverage is inadequate, Subrecipient will obtain such additional insurance coverage as Subrecipient deems adequate, at Subrecipient’s sole expense.

F. Workers’ Compensation Insurance : By executing this Agreement, Subrecipient represents that Subrecipient is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers’ compensation, or to undertake self -insurance before commencing any of the work.

Subrecipient shall carry the insurance or provide for self -insurance required by California law to protect said Subrecipient from claims under the Workers ’ Compensation Act. Prior to City ’s execution of this Agreement, Subrecipient shall file with City either (i) a certificate of insurance showing that such insurance is in effect, or that Subrecipient is self -insured for such coverage, or (ii) a certified statement that Subrecipient has no employees, and acknowledging that if Subrecipient does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given at least ten (10) days prior written notice before modification or cancellation thereof.

G. Commercial General Liability . Prior to City’ s execution of this Agreement, Subrecipient shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance as required to insure Subrecipient against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Subrecipient. The City, and its officers, employees and agents, shall be named as additional insureds under the Subrecipient’s insurance policies.
(1) Subrecipient’s commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products completed operations liability, independent contractor ’s liability, personal injury liability, and contractual liability) in an amount not less than one million dollars ($1,000,000) per occurrence and a general aggregate limit in the amount of not less than two million dollars ($2,000,000).
(2) Prior to City ’s execution of this Agreement, copies of insurance policies or original certificates and additional insured endorsements evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees, and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:

It is agreed that the City of Jurupa Valley, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Jurupa Valley.

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H. Subcontractors’ Insurance. Subrecipient shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss, which may be caused by the subcontractors ’ scope of work and activities provided in furtherance of this Agreement, including, without limitation, the following coverages: Workers ’ Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability.

Upon City’s request, Subrecipient shall provide City with satisfactory evidence that subcontractors have obtained insurance policies and coverages required by this section.

I. Commercial Automobile Insurance. Subrecipient is required to provide commercial automobile liability insurance for this Agreement with the exception being those Subrecipients that do not require the use of an automobile to meet program requirements as detailed in the Scope of Work.
(1) Subrecipients that require the use of an automobile or must drive to meet program requirements in the Scope of Work must submit insurance certificates acceptable to City that meet the following requirement(s):
(2) Subrecipient’s automobile liability policy shall cover both bodily injury and property damage in an amount not less than one million dollars ($1,000,000) per occurrence and an aggregate limit of not less than one million dollars ( $1,000,000). All of Subrecipient’s automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Subrecipient ’s performance of this Agreement, which vehicles shall include, but are not limited to, Subrecipient owned vehicles, Subrecipient leased vehicles, Subrecipient’s employee vehicles, non-Subrecipient owned vehicles and hired vehicles. (3) The City, and its officers, employees and agents, shall be named as additional insureds under the Subrecipient’s automobile insurance policy.

J. All insurance deductibles shall not exceed twenty- five thousand dollars ($25,000) unless the City Manager approves in writing another deductible amount prior to commencement of work.

9.4 Recognition of City. Subrecipient shall ensure recognition of the City in providing funding for the Services provided by this Agreement. All activities, facilities, items and publications utilized or made possible pursuant to this Agreement shall indicate the funding source.

9.5 Amendment. In addition to the City’s right to modify pursuant to Section 6 of the Agreement, this Agreement may only be modified by written agreement between City and Subrecipient.

9.6 Termination. In addition to the City’s right to terminate pursuant to Section 6 of this Agreement, this Agreement may be terminated at any time by either party upon giving thirty (30) day notice in writing to the other party. The City Manager, or his or her designee, is hereby empowered to give said notice, subject to ratification by the City Council. Further, the City may immediately terminate this Agreement upon the termination, suspension, discontinuation, or substantial reduction in Grant funding for the Agreement activity. Further, and not withstanding any other provision of this Agreement, if Subrecipient materially fails to comply with any term of this Agreement, or the award that is the subject of this Agreement, whether stated in a Federal Regular City Council Meeting - June 5, 2025

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statute or regulation, an assurance, in a State plan or obligation, a notice of award, or elsewhere, the awarding agency or City may take any one or more of the following actions, as appropriate in the circumstances:

A. Temporarily withhold cash payments pending cor rection of the deficiency by the Subrecipient or more severe enforcement action by the awarding agency; B. Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; C. Wholly or partly suspend or terminate the current award for the City’s or Subrecipient’s program;
D. Withhold further awards for the program; or
E. Take other remedies that may be legally available.

Further, and notwithstanding any other provision of this Agreement, the award may be terminated for convenience in accordance with 2 CFR Part 200.

9.7 Costs Following Termination . Costs of Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of this Agreement are not allowable unless City expressly authorizes them in the Notice of Suspension or Termination or subsequently. Other Subrecipient costs during suspension or after termination which are necessary and not reasonably avoidable are allowed if (i ) the costs resulted from obligations whi ch were properly incurred by the Subrecipient before the e ffective date of suspension or termination, are not in anticipation of it, and, in the case of a termination, are noncancellable; and (ii ) the costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect.

9.8 Extensions. This Agreement, and all of its terms and conditions, may be extended upon the written request of Subrecipient to the City, setting forth the reasons for such request and upon written consent of the City Manager, or a designee, upon a determination that the extension is in the best interest of the City and Subrecipient in performing Services under this Agreement.

This Agreement may be extended for one fiscal year in the sole discretion of the City Manager, at which time this Agreement shall automatically terminate. Extensions shall be requested in writing from the City Manager at least sixty (60) days prior to the termination of the Agreement, unless the City Manager, in his or her sole discretion, agrees in writing to shorten the time in which an extension may be requested.

10. ADMINISTRATIVE REQUIREMENTS.

10.1 Revenue Disclosure Requirement.

A. Revenue Disclosure Requirement. Subrecipient certifies that it has previously filed with the City a written statement listing all revenue received, or expected to be received, by Subrecipient from Federal, State, City, County, and from other governmental agencies, and applied or expected to offset, in whole or in part, any of the costs incurred by Regular City Council Meeting - June 5, 2025

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Subrecipient in conducting current or prospective projects, programs, or business activities, including, but not limited to the project, program, or business activity which is the subject of this Agreement. Such statement shall reflect the name and a descr iption of such project, program, or business activity, the dollar amount of funding provided, or to be provided, by each and every governmental agency to each such project, program, or business activity, and the full name and address of such governmental agency.

B. For those projects, programs, and business activities in which there are sources of funds from the private sector in addition to Grant funds, Subrecipient shall provide proof of such funding. City shall not pay for any services provided by Subrecipient whi ch are funded by other sources. All restrictions and/or requirements provided in this Agreement relative to accounting, budgeting, and reporting, apply to the total project, program, or business activity regardless of funding sources.

10.2 Use of Grant Funds. Except as otherwise limited by this Agreement, Grant funds shall be used exclusively to implement the project, program, business activity, and carry- out the Services. Grant funds shall not be used as security or to guarantee payments for any non-program obligations, nor as loans for non- program activities. All bank accounts for Subrecipient shall be non-interest bearing and Subrecipient agrees that it shall not use Grant funds to pay for entertainment, meals, or gifts.

10.3 Annual Budget. The Subrecipient hereby certifies and agrees that the Grant funds received shall be used exclusively as described in the Budget . Subrecipient shall not make expenditures that deviate from the Budget without prior written approval of the City Manager, or his or her Designee. City may approve Budget modifications to this Agreement for the movement of funds within the budget categories when such modifications: (i) do not exceed ten thousand dollars ($10,000) per budget cost category; (ii) are specifically requested by City; (iii) do not alter the amount of compensation subject to or under this Agreement; (iv) will not change the project, program, or business activity goals or scope of services; (v) are in the best interests of City and Subrecipient in performing the scope of services under this Agreement; and ( vi) are related to salaries, are in accordance with applicable salary ordinances or law.

10.4 Property and Equipment.

A. Non-Expendable Property or Equipment . Subrecipient shall maintain a record for each item of non-expendable property or equipment acquired for this project, program, or business activity with Grant funds. This record shall be provided to City as well as being available for inspection and audit upon reasonable notice by the City at the request of City. Non- expendable property or equipment means tangible personal property having a useful life of more than one (1) year and acquisition cost which equals or exce eds the lesser of: (i) the capitalization level established by the organization for the financial statement purposes; or (ii) Five Thousand Dollars ($5,000) or more per unit.

B. Approval. Subrecipient shall not purchase or agree to purchase non- expendable property and/or equipment without the prior written approval from the City Manager, or his or her Designee. Upon completion or early termination of this Agreement, City reserves the right to determine the final disposition of said non -expendable property acquired for this project, Regular City Council Meeting - June 5, 2025

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program, or business activity and Grant funds in compliance with applicable laws and regulations.

Said disposition may include, but is not limited to, City taking possession of said non-expendable property and/or equipment.

C. Expendable Personal Property. Expendable personal property refers to all tangible personal property other than non- expendable personal property. Subrecipient shall not purchase or agree to purchase expendable personal property with a unit value of Five Thousand Dollars ($5,000) or more per unit without the prior written approval of the City Manager, or his or her Designee.

D. Purchase or Lease of Non -Expendable Property or Equipment .

Subrecipient shall obtain three documented bids prior to purchasing or leasing any non-expendable personal property or equipment over Five Thousand Dollars ($5,000) in unit value as approved in the Budget. Subrecipient shall purchase or lease from the lowest responsive bidder. All equipment that has a purchase or lease price of over Five Thousand Dollars ($5,000) in unit value and life expectancy of more than one (1) year shall be properly identified and inventoried and shall be charged at its actual price, deducting all cash discounts, rebates and allowances received by Subrecipient. This inventory shall be provided to City as well as being available for inspection and audit upon reasonable notice by the City at the request of City.

E. Acquisition of Supplies and Equipment . Following approval by City Manager for necessary supplies and equipment for Agreement performance, Subrecipient may purchase from a related agency/organization only if: (i) prior authorization is obtained in writing from City; (ii) no more than charges for reimbursement costs are made and no less than minimum specifications are met as provided in writing by City Manager; and (iii) a community related benefit is derived from such Subrecipient or its employees, agents or officers.

F. Purchase and Invoice Deadlines . Purchase of equipment and property, other than supplies, shall be completed before the first day of the last three (3) months of the Agreement period and all equipment bills are to be paid before the first day of the last two (2) months of this period. No property or equipment, other than supplies, may be purchased during the final three (3) months of the Agreement. Subrecipient shall complete all purchases of supplies before the last two (2) months of the Agreement and shall pay all supply bills before the final month of the Agreement. Invoices, which have not been received by the City within thirty (30) days after the Agreement termination date, shall not be honored. Exceptions to these limitations require prior written approval by the City Manager.

10.5 Changes in Grant Allocation . City reserves the right to reduce the grant allocation when City ’s fiscal monitoring indicates that Subrecipient’ s rate of expenditure will result in unspent funds at the end of the program year. Changes in the grant allocation will be done after consultation with Subrecipient. Such changes shall be incorporated into this Agreement by written amendments.

10.6 Costs and Method of Payment.

A. Invoicing. The City shall pay to the Subrecipient the Grant amount specified in Section 4 of this Agreement above on a reimbursable basis for all approved costs. The Regular City Council Meeting - June 5, 2025

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Subrecipient shall submit not more often than monthly to the authorized representatives of the City, a certified statement setting forth in detail the expenditures made for which it is asking reimbursement along with supporting documentation which specifically states how funds were expended. At City’s discretion and in accordance with HUD regulations, said documentation may include, but will not be limited to, cancelled checks, invoices, receipts, payroll logs and employee time sheets.

B. Reimbursement. The City shall promptly review the monthly expenditure statement and supporting documentation and reimburse the Subrecipient for approved costs in accordance with its usual accounting procedures, but in no event later than thirty (30) days. The City may require additional information from Subrecipient as may be necessary and appropriate for the City to make its determination as to allowable costs.

10.7 Program Income.

A. The term “program income ” means any gross income received by the Subrecipient that is directly generated from the use of Grant funds (24 CFR § 570.500(a)). Program income includes, but is not limited to, the following: (i) proceeds from the disposition by sale or long-term lease of rental property purchased or improved with Grant funds; (ii) proceeds from the disposition of equipment purchased with Grant funds; (iii) gross income from the use or rental of real or personal property acquired with Grant funds, less the costs incidental to the generation of the income, pending the disposition or use for which the property was acquired; (iv) gross income from the use or rental of real property owned by Subrecipient that was constructed or improved with Grant funds, less the costs incidental to the generation of the income; (v) payments received of principal and interest on loans made with Grant funds; (vi) interest earned on Grant funds held in a revolving fund account; and (vii) interest earned on program income, pending the disposition of such program income.

B. As defined in 24 CFR § 570.500(a)(4)(i), program income does not include any income received in a single program year by City and Subrecipient if the total amount of such income does not exceed Twenty-five Thousand Dollars ($25,000). When such income is generated by an activity that is only partially assisted with Grant funds, the program income shall be prorated to reflect the percentage of Grant funds actually used by Subrecipient. Subrecipient shall account for program income in accordance with the standards included in 2 CFR Part 200 and 24 CFR Part 500.

10.8 Recording of Program Income. Program income shall only be allowed under this Agreement, if previously approved by the City and evidenced in the Budget. If the Budget includes any of the aforementioned categories of program income or other categories defined in 24 CFR § 570.503(a), (b)(3) and (8), and § 570.504, Subrecipient shall record the receipt and expenditure of program income, as defined above and in 24 CFR § 570.500(a), as part of the permanent records of the financial transactions of the grant program.

10.9 Retention of Program Income. Program income received by Subrecipient, as approved in the Budget, may be retained by Subrecipient only if such income is treated as additional Grant funds to be used to continue providing Services. Furthermore, all other provisions of this Agreement shal l apply to any services provided with program income. Program income Regular City Council Meeting - June 5, 2025

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must be used before drawing down additional grant funds from the City, except in the case of a revolving fund. In the case of program income in a revolving fund, the Subrecipient must use the program income for the activity for which the revolving fund was established, before drawing down additional Grant funds for the activity.

10.10 Reversion of Assets. Subrecipient hereby agrees to return all program income, as defined by 24 CFR § 570.500, which is on hand upon expiration of this Agreement, or which is received after the Agreement’s expiration, to the City as required by § 570.503(b)(7) of said Title.

Upon expiration of the Agreement, real property under Subrecipient ’s control acquired or improved in whole or in part with Grant funds (including Grant funds provided to Subrecipient in the form of a loan) in excess of Twenty -five Thousand Dollars ($25,000) shall be either: (i) used to meet one of the national objectives in 24 CFR § 570.208 until five years after expiration of the Agreement, or for such longer period of time as determined to be appropriate by the City; or (ii) not used in accordance with 24 CFR § 570.503(b)(7)(i), in which event the Subrecipient shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non- Grant funds for the acquisition of, or improvement to, the property. The payment is program income to the City. No payment is required after the period of time specified above.

10.11 Use of Real Property . Subrecipient hereby agrees to comply with 24 CFR § 570.505 governing the use of real property. For the purposes of this Agreement “ real property” means land, including land improvements, structures and appurtenances thereto, but excludes movable machinery and equipment. Said standards apply to real property within Subrecipient ’s control which was acquired or improved in whole or in part using Grant funds in excess of Twenty- five Thousand Dollars ($25,000). These standards shall apply from the date Grant funds are first spent for the property until five years after the expiration of the Agreement under which the CDBG assistance was last provided to Subrecipient for the property.

10.12 NEPA Compliance . Subrecipie nt agrees that when Grant funds in excess of Twenty-five Thousand Dollars ($25,000) are used by Subrecipient to acquire real property or construct or add fixtures to a public facility Subrecipient will comply with the National Environment Policy Act of 1969, the California Environment Quality Act, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; and California Government Code § 7260, et seq.

10.13 Change in Use . Subrecipient may not change the use or planned use of the real property, including the beneficiaries of such use, from that for which the acquisition or improvement was made unless the City provides affected citizens with reasonable notice of, and opportunity to comment on, any proposed change. After the public comment period has taken place, the change of use must be approved in writing by City. The new use of the real property must meet one of the three broad national objectives of the CDBG Program: (i) principally benefit low and moderate income individuals and families; (ii) aid in the elimination and prevention of slums and blight; or (iii) address other community health and safety needs having a particular urgency. Additionally, the property shall not serve as a building for the general conduct of government in its projected new use.

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10.14 Disposition of Real Property. Real property may be disposed of in the following manner, only after City has provided affected citizens with reasonable notice, and after receiving prior written approval from City Manager that the property is no longer needed for a use which meets one of the aforementioned three national objectives of the CDBG Program:

A. Title to the real property shall vest in Subrecipient su bject to the condition that Subrecipient shall use the real property for the authorized purpose of the project, program, or business activity as long as it is needed, and shall not encumber the property without approval of the City;
B. While held by Subrecipient, the real property or the facility constructed or receiving the added fixtures is to be used exclusively for the purposes for which acquisition, construction or improvement was originally approved;
C. Written approval from the City Manager must be secured if the property or facility is to be put to an alternative use that is consistent with federal regulations governing Grant funds;
D. Should the real property or the improved or constructed facility be used, during the term set forth in this Agreement, for a purpose not consistent with applicable federal regulations governing Grant funds or should Subrecipient desire to sell the real property or facility, then:
(1) If Subrecipient retains title, it will have to either reimburse to the City an amount that represents the percentage of current fair market value that is identical to the percentage that Grant funds comprised moneys paid to initially acquire the property or construct or add fixtures to the facility; or
(2) If Subrecipient sells the property or facility or is required to sell or otherwise convey the property or facility, Subrecipient is to reimburse either City an amount that represents the percentage of proceeds realized by the sale that is identical to the percentage that Grant funds comprised moneys paid to initially acquire the property or construct or improve the facility. This percentage amount will be calculated after deducting all actual and reasonable cost of sale from the sale proceeds.

E. If the change of use occurs after closeout, the provisions governing income from the disposition of the real property in 24 CFR § 570.504(b)(4) or (5), as applicable, shall apply to the use of funds reimbursed.

F. Following the reimbursement to the CDBG Program in accordance with 24 CFR § 570.505(b), the property no longer will be subject to any CDBG requirements.

10.15 Fiscal Limitations. The United States of America through HUD may in the future place programmatic or fiscal limitation(s) on Grant funds not presently anticipated. Accordingly, City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, City may reduce the budget of this Agreement as a whole or as to cost category, and may, at its sole discretion, limit Subrecipient ’s authority to commit and spend funds, and may restrict Subrecipient ’s use of both its uncommitted and its Regular City Council Meeting - June 5, 2025

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unspent funds. Where HUD has directed or requested City to implement a reduction in funding, with respect to funding for this Agreement, the City Manager , or his or her designee, may act for City in implementing and effecting such a reduction and in revising the Agreement for such purpose. The City Manager, or his or her designee , may act for City in suspending the operation of this Agreement for up to sixty (60) days, upon three (3) days written notice to Subrecipient of his or her intention to so act. In no event, however, shall any revision made by City affect expenditures and legally binding commitments made by Subrecipient before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines.

10.16 Program Records . The Subrecipient shall maintain financial, programmatic, statistical and other supporting records of its operations and financial activities in accordance with the requirements of the Housing and Community Development Act and its regulations, including 2 CFR Part 200, and 24 CFR Part 570 or other applicable law, such records shall be maintained for the longer of (i) 3 years after the expiration or termination of this Agreement, or (ii) 3 years after the submission of the annual performance and evaluation report, as prescribed in 24 CFR

91.520, in which the specific activity is reported on for the final time. The Subrecipient specifically shall prepare and maintain the following records and reports , as applicable, to assist City in maintaining its record keeping requirements:

A. Records:
(1) Documentation of the income level as defined by the HUD Guidelines set forth on the Compliance Report
(2) Documentation of the number of persons and/or families participating in or benefiting by the Subrecipient’s project, program, or business activity.
(3) Documentation of all Grant funds received from the City or other funds to operate the project, program, or business activity herein by Subrecipient.
(4) Documentation of expenses as identified in the Subrecipient’s Annual Program Budget.
(5) Any other related records as City shall require from time to time.

B. Reports:
(1) Payment Request form.
(2) Quarterly reports to City commencing July 1 of the Program Year and ending June 30 of the Program Year

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(3) Any such other reports as City shall reasonably require. Failure to provide such reports may result in the Subrecipient jeopardizing said Grant funds as provided herein.

10.17 Performance Monitoring . The City will monitor the performance of the Subrecipient against goals and performance standards required herein. Substandard performance as determined by the City will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the City, contract suspension or termination procedures will be initiated.

10.18 Accounting Standards. The Subrecipient shall administer its project, program, or business activity in conformance with 2 CFR Part 200 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain source documentation for all costs incurred.

10.19 Cost Principles . The Subrecipient shall administer its project, program, or business activity in conformance with 2 CFR Part 200, as applicable.

10.20 Audits.

A. Records. The Subrecipient’s records shall be open to inspection and audit by the authorized representatives of the City, HUD and the Comptroller General during regular working hours. Said records shall be retained for such time as may be required by the regulations of the Housing and Community Development Act, but in no case for less than five (5) years after completion of an audit. Records which relate to (i) complaints, claims, administrative proceedings or litigation arising out of the perf ormance of th is Agreement, or (ii) costs and expenses of this Agreement to which City or any other governmental agency takes exception, shall be retained beyond the five (5) years until resolution or disposition of such appeals, litigation claims or exceptions.

B. External Audits. If required by HUD, Subrecipient shall obtain an external audit in accordance with the single audit regulations. The audit report shall be submitted to City within 180 days after the termination of this Agreement. Subrecipients which receive less than $750,000 in total federal financial assistance annually, shall be monitored through site visits, limited scope audits, or other means in accordance with 31 U .S.C. § 7502(f)(2)(B). The cost of any independent audits or attestation engagements, other than limited scope audits shall not be charged to the Federal awards in accordance with 2 CFR Part 200 and 31 U .S.C. § 7505(b)(1)(A)(ii). Subrecipients which receive $750,000 or more in total federal financial assistance in a year are required to obtain an independent audit in accordance with 2 CFR Part 200 and 31 U.S.C. § 7502(a)(1)(A).

10.21 Personnel. Subrecipient shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Subrecipient recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services.

11. MISCELLANEOUS PROVISIONS.

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11.1 Nondiscrimination. Subrecipient shall maintain and operate all facilities and deliver services to the community and program participants in a manner, which is non- discriminatory.

11.2 National Origin and Race. Subrecipient shall abide by § 570.601 and § 570.912 of the Code of Federal Regulations at Title 24 which requires that no person in the United States shall on the ground of religion, race, color, national origin or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with CDBG funds.

11.3 Sexual Orientation and AIDS. Subrecipient further agrees not to discriminate on the grounds of sexual orientation or disability, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, genetic information, gender, gender identity, or gender expression.

11.4 Disabilities. Pursuant to the Americans with Disabilities Act and specifically 42 USC § 12132, Subrecipient acknowledges and agrees that in the performance of the Grant, no qualified individual shall, by reason of a disability, be excluded from participation in or be denied the benefits of the services, programs or activities of City or Subrecipient or be subjected to discrimination by City or Subrecipient.

11.5 Conflict of Interest.

A. Subrecipient and its assigns, employees, agents, consultants, officers and elected and appointed officials shall become familiar with and shall comply with the CDBG regulations prohibiting conflicts of interest contained in 24 CFR § 570.611. Subrecipient understands and agrees that no waiver or exception can be granted to the prohibition against conflict of interest except upon written approval of HUD pursuant to 24 CFR § 570.611(d). Any request by Subrecipient for an exception shall first be reviewed by City to determine whether such request is appropriate for submission to HUD. In determining whether such request is appropriate for submission to HUD, City will consider the factors listed in 24 CFR § 570.611(e).

B. Prior to any funding under this Agreement, Subrecipient shall provide City with a list of all employees and their job titles, agents, consultants, officers and elected and appointed officials who are in a position to participate in a decision-making process, exercise any functions or responsibilities, or gain inside information with respect to the CDBG activities funded under this Agreement. Subrecipient shall also promptly disclose to City any potential conflict, including even the appearance of conflict that may arise with respect to the CDBG activities funded under this Agreement. Any violation of this S ection shall be deemed a material breach of th is Agreement, and City shall immediately terminate the Agreement.

11.6 Religious Proselytizing or Political Activities . Subrecipient agrees that it will abide by the requirements set forth in 24 CFR § 570.200; and as such Subrecipient agrees that, in connection with such public services:

A. It will not engage in inherently religious activities, such as worship, religious instruction, or proselytization, as part of the programs or services. If such activities are conducted, the activities must be offered separately, in time or location, from the programs or Regular City Council Meeting - June 5, 2025

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services funded under this part, and participation must be voluntary for the beneficiaries of the HUD-funded programs or services; and
B. It shall not, in providing program assistance, discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief; and C. It may not use CDBG funds for the acquisition, construction, or rehabilitation of structures to the extent that those structures are used for inherently religious activities. CDBG funds may be used for the acquisition, construction, or rehabilitation of structures only to the extent that those structures are used for conducting eligible activities. Where a structure is used for both eligible and inherently religious activities, CDBG funds may not exceed the cost of those portions of the acquisition, construction, or rehabilitation that are attributable to eligible activities in accordance with the cost accounting requirements applicable to CD BG funds.

Sanctuaries, chapels, or other rooms that a CDBG -funded religious congregation uses as its principal place of worship, however, are ineligible for CDBG -funded improvements. Disposition of real property after the term of the grant, or any change in use of the property during the term of the grant, is subject to government-wide regulations governing real property disposition.

11.7 Lobbying. Subrecipient certifies to the best of its knowledge and belief, that:

A. No federally appropriated funds have been paid or will be paid, by or on behalf of the undersigned, 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 any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

B. If any funds other than federally appropriated funds have been paid or will be paid 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 this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions.

C. The undersigned 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 agreements) and that all subrecipients 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.

11.8 Reporting Executive Compensation and First-Tier Subcontract Awards.

A. Definitions. As used in this clause:
“Executive” means officers, managing partners, or any other employees in management positions.

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“First-tier subcontract” means a subcontract awarded directly by a Contractor to furnish supplies or services (including construction) for performance of a prime contract, but excludes supplier agreements with vendors, such as long- term arrangements for materials or supplies that would normally be applied to a Contractor’s general and administrative expenses or indirect cost. “Total compensation” means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR § 229.402(c)(2)):
(1) Salary and bonus.
(2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.
(3) Earnings for services under non- equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. (4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.
(5) Above-market earnings on deferred compensation which is not tax- qualified.
(6) Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

B. Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109- 282), as amended by section 6202 the Government Funding Transparency Act of 2008 (Pub. L. 110- 252), requires the Contractor to report information on subcontract awards. The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public.

C. (1) Unless otherwise directed by the contracting officer, by the end of the month following the month of award of a first-tier subcontract with a value of $25,000 or more, (and any modifications to these subcontracts that change previously reported data), the Contractor shall report the following information at http://www.fsrs.gov for each first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov to report the data.) (i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor ’s parent company, if the subcontractor has a parent company.
(ii) Name of the subcontractor.

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(iii) Amount of the subcontract award.
(iv) Date of the subcontract award.
(v) A description of the products or services (including construction) being provided under the subcontract,
including the overall purpose and expected outcomes or
results of the subcontract.
(vi) Subcontract number (the subcontract number assigned by the Contractor).
(vii) Subcontractor’s physical address including street address, city, state, and country. Also include the nine-digit zip code and congressional district.
(viii) Subcontractor’s primary performance location including street address, city, state, and country. Also include the nine- digit zip code and congressional district.
(ix) The prime contract number, and order number if applicable. (x) Awarding agency name and code.
(xi) Funding agency name and code.
(xii) Government contracting office code.
(xiii) Treasury account symbol (TAS) as reported in FPDS. (xiv) The applicable North American Industry Classification System code (NAICS).
(2) By the end of the month following the month of a contract award, and annually thereafter, the Contractor shall report the names and total compensation of each of the five most highly compensated executives for the Contractor’s preceding completed fiscal year at http://www.ccr.gov, if:
(i) In the Contractor ’s preceding fiscal year, the Contractor received:
(a) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants
(and subgrants) and cooperative agreements; and
(b) $25,000,000 or more in annual gross revenues from
Federal contracts (and subcontracts), loans, grants
(and subgrants) and cooperative agreements; and
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(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under Section 13(a) or 15(d) of the Securi ties
Exchange Act of 1934 (15 U .S.C. § 78m(a), 78o(d)) or
Section 6104 of the Internal Revenue Code of 1986. (To
determine if the public has access to the compensation
information, see the U.S. Security and Exchange
Commission total compensation filings at
http://www.sec.gov/answers/execomp.htm.)
(3) Unless otherwise directed by the contracting officer, by the end of the month following the month of a first -tier subcontract with a value of $25,000 or more, and annually thereafter, the Contractor shall report the names and total compensation of each of the five most highly compensated executives for each first -tier subcontractor for the subcontractor ’s preceding completed fiscal year at http://www.fsrs.gov, if:
(i) In the subcontractor ’s preceding fiscal year, the
subcontractor received:
(a) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants
(and subgrants) and cooperative agreements; and
(b) $25,000,000 or more in annual gross revenues from
Federal contracts (and subcontracts), loans, grants
(and subgrants) and cooperative agreements; and
(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under Section 13(a) or 15(d) of the Securi ties
Exchange Act of 1934 (15 U .S.C. § 78m(a), 78o(d)) or
Section 6104 of the Internal Revenue Code of 1986. (To
determine if the public has access to the compensation
information, see the U.S. Security and Exchange
Commission total compensation filings at
http://www.sec.gov/answers/execomp.htm.)
D. (1) If the Contractor in the previous tax year had gross income, from all sources, under $750,000, the Contractor is exempt from the requirement to report subcontractor awards.
(2) If a subcontractor in the previous tax year had gross income from all sources under $750,000, the Contractor does not need to report awards to that subcontractor.

E. Phase-in of reporting of subcontracts of $25,000 or more:
(1) Until September 30, 2010, any newly awarded subcontract must be reported if the prime contract award amount was $20,000,000 or more.

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(2) From October 1, 2010, until February 28, 2011, any newly awarded subcontract must be reported if the prime contract award amount was $550,000 or more. (3) Starting March 1, 2011, any newly awarded subcontract must be reported if the prime contract award amount was $25,000 or more.

11.9 Registration. Subrecipient agrees to maintain a current registration in the federal central contractor registration (“CCR”) database (http:/ www.ccr.gov) pursuant to the Federal Funding Accountability and Transparency Act, P.L. 109- 282, as amended by Section 6202(a) of P.L. 110-252. If Subrecipient is not currently registered, it must do so within ten (10) days of the date Subrecipient executes this Agreement. A Dun and Bradstreet Data Universal Numbering System (DUNS) Number (http://DNB.com) is required for registration in the CCR.

12. No Duplication of Benefits. In consideration of Subrecipient’s receipt of CDBG funds from the City, Subrecipient hereby assigns to City all of its future rights to reimbursement and all payments received from any grant, subsidized loan, or insurance policies of any type or coverage or under any reimbursement or relief program related to or administered by the Federal Emergency Management Agency or other program to the extent of proceeds paid to Subrecipient under this Agreement and that are determined in the sole discretion of the City to be a duplication of benefits (“DOB”). Upon receiving any DOB proceeds, Subrecipient shall immediately notify the City. If some or all of the proceeds are determined to be a DOB, the portion of Subrecipient’s CDBG funds that is a DOB shall be paid to the City forthwith.

13. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference as though set forth in full:

Exhibit “A” - Scope of Services
Exhibit “B” - Budget
Exhibit “C” - Polices and Regulations
Exhibit “D” - Subaward Information

(Signatures on Following Page)
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IN WITNESS WHEREOF, City and Subrecipient have caused this Agreement to be duly executed the day and year first above written.

CITY OF JURUPA VALLEY, a California
municipal corporation

__________________________________
Brian Berkson
Mayor

ATTEST:

___________________________________
Evelyne Ssenkoloto, CMC
Interim City Clerk

APPROVED AS TO FORM:

___________________________________
Peter M. Thorson
City Attorney

FAMILY SERVICE ASSOCIATION , a
California non-profit corporation
By:

Name:

Title: ________________________________

By:

Name:

Title: ________________________________
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EXHIBIT “A”

SCOPE OF SERVICES

Family Service Association (FSA) will be responsible for administering the Senior N utrition Program during the 2025-26 CDBG Program Year. The Subrecpient will administer all tasks in connection with the Senior Nutrition Program in compliance with all applicable Federal, state, and local rules and regulations governing these funds, and in a manner satisfactory to the Grantee.

The purpose of the Subgrantees’s Senior Nutrition Program is to provide services to meet HUD’s National Objectives as defined in 24 CFR 570.208(a)(2)(B), by benefiting low - and moderate- income persons. It is an eligible Activity under HUD, and also implements the goals outlined in the City’s Five -Year Consolidated Plan to provide community services for the low -moderate income persons citywide. The National Objective for this project is Low -Mod Clientele (LMC) - presumed benefit. The primary objective of the Program is to:

1. Provide nutritious meals to eligible senior citizens age 62 and over.

Outreach: The Subgrantee will conduct sufficient advertisement of the CDBG Year 202 5-26 Senior Nutrition Program through flyers, public service announcements, networking with local agencies, scheduling of open houses and other means to inform the low - and moderate-income community of the program’s availability, and to ensure sufficie nt demand to meet CDBG Year 2025-26 state goal of individuals served.

Intake/Assessment of Eligibility: The Subrecpient will accept applications and preform eligibility determinations. The Subrecpient will make provision for translation services to meet the needs of non-English speaking applicants. In the event of applications who have impaired mobility or other disabilities, the Subrecpient will make provisions for completing the application at the applicant’s residence or other acceptable procedures for ensuring equal access to services.

Measurable Outcome: Approximately 163 individuals who live in Jurupa Valley will be served 13,300 nutritious meals from the Eddie Dee Smith Senior Center during the program year.

Operations: The Senior Nutrition Program will operate at the Eddie Dee Smith Center, located at 5888 Mission Boulevard, Jurupa Valley, CA 92509. The FSA Administration office is located at 21250 Box Springs Road, Suite 212, Moreno Valley, CA 92557.

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EXHIBIT “B”
BUDGET

LOCATION: JURUPA VALLEY SERVICE AREA

Revenues
RIVCO FUNDING 119,700 9.00 78.6%
JURUPA VALLEY CDBG FUNDING 25,000 1.88 16.4%
Contributions (local community grants ) 0.00 0.0%
C-1 Service Fees (Client Contributions) 7,560 0.57 5.0% Total Revenues 152,260 11.45 100.0%
Expenditures
Direct Service Staff 44,621 3.35 29.3%
Employee Benefits 4,462 0.34 2.9%
Payroll Tax Expense 6,693 0.50 4.4%
Payroll Tax Expense - SUI 3,704 0.28 2.4%
Vacation Expense 2,313 0.17 1.5%
Worker's Compensation 2,494 0.19 1.6%
Advertising 0 0.00 0.0%
Bank Charges 120 0.01 0.1%
Conference/Training Expense 0.00 0.0%
Contract Services 600 0.05 0.4%
Dues & Licenses 800 0.06 0.5%
Fees - Professional 0.00 0.0%
Fuel - Vehicle 1,440 0.11 0.9%
Insurance 1,288 0.10 0.8%
Lease / Rent 0 0.00 0.0%
Meeting Expense 0 0.00 0.0%
Miscellaneous Expense 0 0.00 0.0%
Postage Expense 0 0.00 0.0%
Printing Expense 0 0.00 0.0%
Property Tax 0 0.00 0.0%
Recognition - Staff / Volunteers 400 0.03 0.3%
Repair & Maint - Building 0.00 0.0%
Repair & Maint - Computer 0.00 0.0%
Repair & Maint - Equipment 1,200 0.09 0.8%
Repair & Maint - Vehicle 1,000 0.08 0.7%
Special Event Expense 0 0.00 0.0%
Supplies - Comp Equip (minor) 0 0.00 0.0%
2025-2026
(Draft - 4.14.25)
Service Units

CONGREGATE MEALS SERVED

HOME DELIVERED MEALS SERVED

TOTAL MEALS SERVED

UNDUPLICATED CLIENTS
13,300 Cost/Meal
13,300
163

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Supplies - Equipment (minor) 1,000 0.08 0.7%
Supplies - Food 59,850 4.50 39.3%
Supplies - Household 360 0.03 0.2%
Supplies - Instructional 0 0.00 0.0%
Supplies - Office 360 0.03 0.2%
Supplies - Program 931 0.07 0.6%
Telephone 300 0.02 0.2%
Travel Expense 1,200 0.09 0.8%
Utilities 0.00 0.0%
Technology Services 3,600 0.27 2.4%
Depreciation Expense 0 0.00 0.0%
**Other Expense (Overhead) 15,261 1.15 10.0%

Total Expenditures
153,995 11.58 101.1%

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EXHIBIT “C”

POLICIES AND REGULATIONS
The City has on file the Family Services Association Riverside County Office on Aging Senior Nutrition Program Operation Standards and also Family Services Association Employee Handbook.

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EXHIBIT “D”

SUBAWARD INFORMATION

1. Subrecipient Name (which must match registered name in DUNS): Family Service Association

2. Subrecipient’s DUNS Number: 79-132-9071

3. Federal Award Identification Number (FAIN): B-19-MC-0600607

4. Federal Award Date (see 2 CFR § 200.39): _____________________________________

5. Subaward Period of Performance Start Date and End Date: 7/1/2025-6/30/2026

6. Amount of Federal Funds Obligated by this Activity: $25,000

7. Total Amount of Federal Funds obligated to Subrecipient: $25,000

8. Total Amount of the Federal Award: $1,026,523

9. Federal award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): Senior Nutrition Program

10. Name of Federal Awarding Agency: Department of Housing and Urban Development

11. Name of Pass-through Entity and Contact Information for Awarding Official: City of Jurupa Valley, Rod B. Butler, City Manager, (951) 332-6464, [email protected]

12. Catalog of Federal Domestic Assistance (CFDA) Number and Name: 14.28 CDBG

13. Identification of whether the Award is Research & Development: Not applicable

14. Indirect Cost Rate for the Federal Award: Not applicable

Regular City Council Meeting - June 5, 2025

Page | 1
120

STAFF RE
PORT
DATE: JUNE 5, 2025
TO: HONO

RABLE MAYOR AND CITY COUNCIL
FRO
M: ROD B. BUTLER, CITY MANAGER
SUBJE
CT: AGENDA ITEM NO. 12.F
THE

THIRD AMENDMENT TO THE RESTATED AGREEMENT FOR

CONSULTANT SERVICES BETWEEN THE CITY OF JURUPA VALLEY
AND GRC ASSOCIATES, INC. FOR ADMINISTRATION OF THE

AFFORDABLE HOMEOWNER REHABILITATION GRANTS PROGRAM
FOR THE 2025-26 FISCAL YEAR
RECOM

MENDATION
That t
he City Council Approve the Third Amendment to the Restated Agreement for Consultant Services between the City of Jurupa Valley and GRC Associates, Inc. for Administration of the Affordable Homeowner Rehabilitation Grants Program and authorize the City Manager to execute the Second Amendment to the Restat ed Agreement in substantially the form and format attached and as approved by the City Attorney.

BACKGROUND
On May
2, 2019, the City Council approved the Agreement for Consultant Services between the City of Jurupa Valley and GRC Associates, Inc. (GRC) for Administration of the Affordable Homeowner Rehabilitation Grants Program. GRC serves as the City’s primary program manager for the Homeowner Rehabilitation Program. Funded through the City’s Community Development Block Grant (CDBG) allocation, the Homeowner Rehabilitation Program provides grants to low -to-moderate income residents to make needed repairs on their homes.

Succ
essful applicants of the Homeowner Rehabilitation Program are eligible to receive grants of up to $10,000.00 to use towards health and safety -related home repairs.

Typically, grantees use these funds to make critical repairs to leaking roofs, broken stairs, malfunctioning plumbing systems, etc. During the 2019- 20 program year (the first year of the program), the City Council approved $50,000.00 in total grant funds available to provide repairs for five homes.

RETURN TO AGENDA
Regular City Council Meeting - June 5, 2025

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Over the past five fiscal years, ending June 30, 2025, the City Council approved $104,000 annually for the Housing Rehabilitation Program as part of the CDBG Annual Action Plan.

This funding, which covered both direct construction costs and administrative expenses, supported grants for thirty -two low to moderate- income homeowners, enabling them to complete much-needed home repairs.

ANALYSIS

Over the past seven years of funding allocated to the Housing Rehabilitation Program, GRC has assisted forty-five low to moderate income homeowners with essential repairs to their residences. Throughout these years this program has held a cap at $10,000 per home, due to the costs of inflation, this year the City Council approved $15,000 per home and increased the allocation to $120,000 for eight additional homes.

The attached amendment allocates $30,000 for program administrative services, which will cover the cost of administering eight grants for qualifying residents. This amendment was approved on April 17, 2025, as part of the CDBG Annual Action Plan. GRC charges a flat fee of $3, 750.00 per grantee to comprehensively manage each grant project in accordance with the City’s Home Rehabilitation Program guidelines.

The program administrative services include:
• Project Management and Coordination
• Grant Processing
• Grant Documents
• Property Inspection/Work Write-Up
• Environmental Documents
• Bid Package
• Construction Management
• Grant Portfolio Management

FINANCIAL IMPACT
The City’s 202 5-26 Annual Action Plan provided 30 ,000.00 for Home Rehabilitation Program administrative services. All costs related to Home Rehabilitation Program administration are recoverable through the City’s 2025-26 CDBG allocation.

ALTERNATIVES

1. Elect not to approve the Third Amended to the Restated Agreement for Consultant Services between City of Jurupa Valley and GRC Associates, Inc. for Administration of the Affordable Homeowner Rehabilitation Grants Program.

2. Provide alternate direction to staff.

Regular City Council Meeting - June 5, 2025

Prepared by:

Reviewed by:

S
�
gas
Director of Finance
Approved as to form:

Peter Thorson
City Attorney
Attachments:

Reviewed by:

Michael Flad
Assistant City Manager
��
Rod B. Butler
City Manager
A. Third Amendment to the Amended and Restated Agreement for Consultant Services between City of Jurupa Valley and GRC Associates, Inc., for Administration of the Affordable Homeowner Rehabilitation Program.

B. First Amendment to the Amended and Restated Agreement for Consultant Services between City of Jurupa Valley and GRC Associates, Inc., for Administration of the Affordable Homeowner Rehabilitation Program.

Page
I 3
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THIRD AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT

FOR CONSULTANT SERVICES BETWEEN THE CITY OF JURUPA VALLEY AND GRC ASSOCIATES, INC. FOR ADMINISTRATION OF THE AFFORDABLE

HOMEOWNER REHABILITATION GRANTS PROGRAM

THIS AGREEMENT is made and effective as of July 1, 2025, between the City of Jurupa Valley (“City”) and GRC Associates, Inc., a California corporation (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. Recitals
This Agreement is made with respect to the following facts and purposes:

A. On May 2, 2019, the City and Consultant entered into that certain agreement entitled “AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF JURUPA VALLEY AND GRC ASSOCIATES, INC., FOR ADMINISTRATION OF THE AFFORDABLE HOMEOWNER REHABILITATION GRANTS PROGRAM” (the “Original Agreement”).

B. On June 30, 2020, the City and Consultant entered into that certain First Amendment to the Original Agreement.

C. On June 17, 2021, the City and Consultant entered into that certain Second Amendment to the Original Agreement.

D. The Original Agreement, as amended, shall collectively be referred to as the “Agreement.”
E. The parties now desire to further amend and restate that Agreement as provided herein.

F. On June 1, 2023, the City and Consultant entered into that certain First Amendment to the Amended and Restated Agreement.

G. On June 6, 2024, the City and Consultant entered into that certain Second Amendment to the First Amended and Restated Agreement.

H. On June 5, 2025, the City and Consultant entered into that certain Third Amendment to the First Amended and Restated Agreement.

2. Term
This Agreement shall commence on July 1, 2025, and shall remain and continue in effect until tasks described herein are completed in accordance with the Scope of Services, but in no event later than June 30, 2026, unless sooner terminated pursuant to the provisions of this Agreement.

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3. Services
Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A.

4. Performance
Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement.

5. Payment
A. The City agrees to cause Consultant to be paid monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Quotation for Service, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This amount shall not exceed thirty- thousand dollars ($30,000) for the total term of the Agreement unless additional payment is approved as provided in this Agreement.

B. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Council.

C. Consultant shall submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of consultant’s fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice.

6. Suspension or Termination of Agreement Without Cause A. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 4.

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7. Default Of Consultant
A. The Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant’s control, and without fault or negligence of the Consultant, it shall not be considered a default.

B. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he or she shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

8. Ownership and Maintenance Of Documents
A. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of two (2) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City Manager, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

9. Indemnification.

Consultant shall defend, hold harmless and indemnify the City, its elected officials, officers, employees, designated volunteers and those City agents serving as independent Regular City Council Meeting - June 5, 2025

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contractors in the role City officials (collectively “Indemnitees”) with respect to any and all claims, demands, damages, liabilities, losses, costs or expenses, including attorneys’ fees and costs of defense (collectively, “Claims” hereinafter), including but not limited to, Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to acts or omissions of Consultant or any of its officers, employees, subcontractors, or agents in the performance of this Agreement, except for such loss or damage arising from the negligence or willful misconduct of the City, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City’s choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant’s duty to defend pursuant to this Section shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions or Indemnitees.

10. Insurance Requirements.

A. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
1) Minimum Scope of Insurance. Coverage shall be at least as broad as:
a) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88.
b) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable.
c) Worker’s Compensation insurance as required by the State of California and Employer’s Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker’s compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. 2) Minimum Limits of Insurance. Consultant shall maintain limits no less than:
a) General Liability: One million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability: One million dollars ($1,000,000) per accident for bodily injury and property damage.

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c) Worker’s Compensation as required by the State of
California; Employer’s Liability: One million dollars ($1,000,000) per accident for bodily injury or disease.
3) Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions shall not exceed $25,000 unless otherwise approved in writing by the City Manager in his sole discretion.

B. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1) The City, its elected officials, officers, employees, designated volunteers and those City agents serving as independent contractors in the role City officials (“Additional Insured”) shall be covered as insured’s as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the Additional Insureds. 2) For any claims related to this project, the Consultant’s insurance coverage shall be primary insurance as respects the Additional Insureds. Any insurance or self- insured maintained by the Additional Insureds shall be excess of the Consultant’s insurance and shall not contribute with it.
3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the Additional Insureds.
4) The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
5) Each insurance policy required by this clause shall be endorsed to state that the insurer shall endeavor to provide thirty (30) days’ prior written notice, by certified mail, return receipt requested, to the City prior to any action to suspend, void, cancel or otherwise reduce in coverage or in limits.
6) Within one (1) business day following receipt by Consultant of any notice correspondence or notice, written or oral, of an action or proposed action to suspend, void, cancel or otherwise reduce in coverage or in limits of the required insurance, Consultant shall notify City of such action or proposed action.

C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements.

D. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a Regular City Council Meeting - June 5, 2025

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person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City’s forms, the Consultant’s insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

E. Modifications. City Manager may, with the consent of the City Attorney, waive the provisions of this paragraph or provided for other forms of insurance as may be necessary to enable the City to receive adequate insurance protection as contemplated in this section.

11. Independent Contractor
A. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City.

Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.

12. Legal Responsibilities
The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

13. Confidentiality; Release Of Information
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization.

B. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or Regular City Council Meeting - June 5, 2025

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relating to any project or property located within the City. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.

14. Assignment
The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. City consents to the use of the sub-consultants described in Exhibit A to this Agreement provided the costs of such sub-consultants shall be borne by the Consultant and shall not exceed the costs described in Paragraph 5 of this Agreement.

15. General Provisions
A. Notices
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

To City: City of Jurupa Valley
8930 Limonite Avenue
Jurupa Valley, CA 92509
Attention: City Manager

To Consultant: GRC Associates, Inc.
8060 Florence Avenue, Suite 303
Downey, CA 90240
Attention: Robert G. Vasquez
B. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.

C. Governing Law; Venue
1) The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement.

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2) Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Jurupa Valley. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court’s judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.

D. Prohibited Interest. No officer, or employee of the City of Jurupa Valley who has participated in the development of this Agreement or its administration shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant’s sub-contractors, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City Council or City of Jurupa Valley has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the Consultant or Consultant’s sub- Consultants on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

E. Entire Agreement. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

F. Time is of Essence. In carrying out the provisions of this Agreement, both parties acknowledge and agree that time is of the essence.

G. Authority To Execute This Agreement. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

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CITY OF JURUPA VALLEY

Brian Berkson, Mayor

ATTEST:

Evelyne C. Ssenkoloto
Interim City Clerk

APPROVED AS TO FORM

Peter M. Thorson
City Attorney

CONSULTANT

By:

Robert G. Vasquez
President

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EXHIBIT A

SCOPE OF SERVICES

SCOPE OF SERVICES – HOUSING REHABILITATION PROGRAM
The proposed scope of work will consist of the following key tasks:

Project Management and Coordination

GRC Associates, Inc. (“GRC”) will administer the Housing Rehabilitation Program from its office in Downey on a daily basis; however, the Project Manager will be at City Hall on an as needed basis to meet with City staff. GRC proposes a meeting, in person or on conference call, with the assigned City staff once a month to evaluate the progress of the program and adjust the process, if necessary. Additionally, a monthly progress report will be submitted to the City that identifies new and existing applicants, as well as tasks completed during the month, percent completed and potential issues.

Task 1: Grant Processing

GRC will process the grant applications in a timely and efficient manner. After the application is submitted, GRC will contact the applicant and mail a letter listing the requested information such as credit account statements, employment and income verifications, bank statements, and proof of residency, most recent income tax return, property insurance policy, and priority repair items.

GRC will set a meeting date to interview the applicant, collect the information and photograph the required repair(s). In addition, GRC will request a lead- based paint inspection if the home was built prior to 1978, collect all the required environmental and abatement forms, and request property title-related documents. If necessary, a termite inspection will be procured. Once the package is completed, GRC will determine the applicant’s eligibility under CDBG requirements.

At times, certain grant applications will require “special needs” consideration, which may include improvements exceeding the grant limits to achieve basic health and safety or disability requirements. City to make final decision on special needs cases. Finally, GRC will submit a grant approval form with the applicant information package to the City grant approval committee.

Task 2: Grant Documents

GRC will prepare all grant documents; coordinate the execution and disposition of the documents pursuant to the City and CDBG regulations

Task 3: Property Inspection/Work Write-Up

GRC's Program Manager will conduct the initial inspection of the home with the applicant to identify any existing code violations and repairs or improvements requested by the applicant that are eligible through the Rehab Program. In addition, GRC will prepare the line-item cost Regular City Council Meeting - June 5, 2025

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estimate of the proposed work. GRC will photograph all needed repairs and include them with the work write-up. These photos will be used for before-and-after documentation.

Task 4: Bid Package

If the grant is approved by City Staff, GRC will provide the homeowner with a list of licensed contractors that are in good standing with the City, State or the Federal government. All contractors must be licensed by the California State Contractors Licensing Board. The homeowner will select the contractor, if bid is reasonable.

Task 5: Construction Management

- GRC will manage all aspects of the construction phase of the Rehab Program including, but not limited to, the following tasks:

- Lead Based Paint abatement and clearance (if built prior to 1978);

- Transmittal of Contractor’s Notice to Proceed;

- Construction progress inspection and final inspection – photos to be taken before and after construction;

- Grant disbursement, including retention amount and contractor lien releases; and,

- Conflict resolution regarding either homeowner/contractor disputes or program concerns.

In rare cases, major disputes may arise between the homeowner and the contractor on work performed or not performed. In these cases, and only with the City's authorization, GRC will work with both the homeowner and contractor to find a solution. This may include developing a work plan, agreed upon by both parties, that identifies and addresses the problem.

Task 6: Grant Portfolio Management

The GRC team will manage the grant portfolio and prepare monthly and year-end grant reports for the City. In addition, GRC will process incoming correspondence and requests with regard to the grants.

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EXHIBIT B

QUOTATION FOR SERVICE
GRC Associates, Inc. shall be compensated based on a flat, not-to-exceed $3,750 fee per grant ($3,750 x 8 = $30,000). Monthly invoices shall be submitted according to completed milestones per grant, as follows; application review (20% of total fee), work write-up (25%), contract bid selection (20%), grant approval (10%), owner and contractor signings (10%), final construction inspection and grant closeout/completed file (15%).

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FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT FOR

CONSULTANT SERVICES BETWEEN THE CITY OF JURUPA VALLEY AND GRC ASSOCIATES, INC. FOR ADMINISTRATION OF THE AFFORDABLE

HOMEOWNER REHABILITATION GRANTS PROGRAM

THIS AGREEMENT is made and effective as of July 1, 2023, between the City of Jurupa Valley (“City”) and GRC Associates, Inc., a California corporation (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. Recitals
This Agreement is made with respect to the following facts and purposes:

A. On May 2, 2019, the City and Consultant entered into that certain agreement entitled “AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF JURUPA VALLEY AND GRC ASSOCIATES, INC., FOR ADMINISTRATION OF THE AFFORDABLE HOMEOWNER REHABILITATION GRANTS PROGRAM” (the “Original Agreement”).

B. On June 30, 2020, the City and Consultant entered into that certain First Amendment to the Original Agreement.

C. On June 17, 2021, the City and Consultant entered into that certain Second Amendment to the Original Agreement.

D. The Original Agreement, as amended, shall collectively be referred to as the “Agreement.”
E. The parties now desire to further amend and restate that Agreement as provided herein.

F. On June 1, 2023, the City and Consultant entered into that certain First Amendment to the Amended and Restated Agreement.

2. Term
This Agreement shall commence on July 1, 2023, and shall remain and continue in effect until tasks described herein are completed in accordance with the Scope of Services, but in no event later than June 30, 2024, unless sooner terminated pursuant to the provisions of this Agreement.

3. Services
Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A.

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4. Performance
Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement.

5. Payment
A. The City agrees to cause Consultant to be paid monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Quotation for Service, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This amount shall not exceed ninety- thousand dollars ($24,000) for the total term of the Agreement unless additional payment is approved as provided in this Agreement.

B. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Council.

C. Consultant shall submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of consultant’s fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice.

6. Suspension or Termination of Agreement Without Cause A. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 4.

7. Default Of Consultant
A. The Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for Regular City Council Meeting - June 5, 2025

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any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant’s control, and without fault or negligence of the Consultant, it shall not be considered a default.

B. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he or she shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

8. Ownership and Maintenance Of Documents
A. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of two (2) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City Manager, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

9. Indemnification.

Consultant shall defend, hold harmless and indemnify the City, its elected officials, officers, employees, designated volunteers and those City agents serving as independent contractors in the role City officials (collectively “Indemnitees”) with respect to any and all claims, demands, damages, liabilities, losses, costs or expenses, including attorneys’ fees and costs of defense (collectively, “Claims” hereinafter), including but not limited to, Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to acts or omissions of Consultant or any of its officers, employees, subcontractors, or Regular City Council Meeting - June 5, 2025

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agents in the performance of this Agreement, except for such loss or damage arising from the negligence or willful misconduct of the City, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City’s choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant’s duty to defend pursuant to this Section shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions or Indemnitees.

10. Insurance Requirements.

A. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
1) Minimum Scope of Insurance. Coverage shall be at least as broad as:
a) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88.
b) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable.
c) Worker’s Compensation insurance as required by the State of California and Employer’s Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker’s compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. 2) Minimum Limits of Insurance. Consultant shall maintain limits no less than:
a) General Liability: One million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability: One million dollars ($1,000,000) per accident for bodily injury and property damage.
c) Worker’s Compensation as required by the State of
California; Employer’s Liability: One million dollars ($1,000,000) per accident for bodily injury or disease.

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3) Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions shall not exceed $25,000 unless otherwise approved in writing by the City Manager in his sole discretion.

B. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1) The City, its elected officials, officers, employees, designated volunteers and those City agents serving as independent contractors in the role City officials (“Additional Insured”) shall be covered as insured’s as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the Additional Insureds. 2) For any claims related to this project, the Consultant’s insurance coverage shall be primary insurance as respects the Additional Insureds. Any insurance or self- insured maintained by the Additional Insureds shall be excess of the Consultant’s insurance and shall not contribute with it.
3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the Additional Insureds.
4) The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
5) Each insurance policy required by this clause shall be endorsed to state that the insurer shall endeavor to provide thirty (30) days’ prior written notice, by certified mail, return receipt requested, to the City prior to any action to suspend, void, cancel or otherwise reduce in coverage or in limits.
6) Within one (1) business day following receipt by Consultant of any notice correspondence or notice, written or oral, of an action or proposed action to suspend, void, cancel or otherwise reduce in coverage or in limits of the required insurance, Consultant shall notify City of such action or proposed action.

C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements.

D. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City’s forms, the Consultant’s insurer may Regular City Council Meeting - June 5, 2025

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provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

E. Modifications. City Manager may, with the consent of the City Attorney, waive the provisions of this paragraph or provided for other forms of insurance as may be necessary to enable the City to receive adequate insurance protection as contemplated in this section.

11. Independent Contractor
A. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City.

Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.

12. Legal Responsibilities
The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

13. Confidentiality; Release Of Information
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization.

B. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.

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14. Assignment
The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. City consents to the use of the sub-consultants described in Exhibit A to this Agreement provided the costs of such sub-consultants shall be borne by the Consultant and shall not exceed the costs described in Paragraph 5 of this Agreement.

15. General Provisions
A. Notices
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

To City: City of Jurupa Valley
8930 Limonite Avenue
Jurupa Valley, CA 92509
Attention: City Manager

To Consultant: GRC Associates, Inc.
8060 Florence Avenue, Suite 303
Downey, CA 90240
Attention: Robert G. Vasquez
B. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.

C. Governing Law; Venue
1) The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. 2) Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Jurupa Valley. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court’s judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.

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D. Prohibited Interest. No officer, or employee of the City of Jurupa Valley who has participated in the development of this Agreement or its administration shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant’s sub-contractors, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City Council or City of Jurupa Valley has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the Consultant or Consultant’s sub- Consultants on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

E. Entire Agreement. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

F. Time is of Essence. In carrying out the provisions of this Agreement, both parties acknowledge and agree that time is of the essence.

G. Authority To Execute This Agreement. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

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CITY OF JURUPA VALLEY

Chris Barajas, Mayor

ATTEST:

Evelyne Ssenkoloto, CMC
City Clerk

APPROVED AS TO FORM

Peter M. Thorson
City Attorney

CONSULTANT

By:

Name:

Title:

By:

Name:

Title:

[SIGNATURES OF TWO CORPORATE OFFICERS OR CORPORATE AUTHORITY RESOLUTION REQUIRED]
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EXHIBIT A

SCOPE OF SERVICES

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EXHIBIT B

QUOTATION FOR SERVICE
GRC Associates, Inc. shall be compensated based on a flat, not-to-exceed $3,000 fee per grant ($3,000 x 8 = $24,000). Monthly invoices shall be submitted according to completed milestone per grant, as follows: application review (20% of total fee), work write-up (25%), contract bid selection (20%), grant approval (10%), owner and contractor signings (10%), final construction inspection and grant closeout/completed file (15%).

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Page | 1
120
D

STAFF REPORT
DATE: JUNE 5, 2025
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: ROD BUTLER, CITY MANAGER
BY: JOE PEREZ, ASSISTANT CITY MANAGER / COMMUNITY

DEVELOPMENT DIRECTOR
SUBJECT: AGENDA ITEM NO. 12.G

REPORT ON FINES, PENALTIES, AND CLEAN-UP

REIMBURSEMENTS FOR ILLEGAL DUMPING

RECOMMENDATION
That the City Council receive and file this Staff Report on the fines, penalties and clean- up reimbursements for illegal dumping in the City and provide general direction to Staff for and potential actions relating to illegal dumping.

ANALYSIS
Illegal dumping is prohibited by Section 11.70.010 of the Jurupa Valley Municipal Code.

Chapter 1.20 of the Jurupa Valley Municipal Code allows the City to issue administrative citations for violations of the Municipal Code. Fines are set by resolution of the City Council. Resolution No. 2021- 15 sets the fine for illegal dumping in violation of JVMC Section 11.70.010 at $1,000 per violation starting with the first violation. Each day the illegally dumped material is on City property is a violation.

Gover
nment Code Section 36900 limits the fines a city such as Jurupa Valley may impose for violations of its municipal code at $1,000. The fine for illegal dumping in violation of the Jurupa Valley Municipal Code is the highest fine allowed by Government Code Section 36900.

In addition to the fine, any person caught illegally dumping material on a City street, right of way or City property is liable to pay the City’s costs to clean- up the illegally dumped material as well as any damages to City property resulting from the dumping. Costs of clean-up include the wages, benefits and administrative overhead of City employees who work on the clean-up, City contactors who may assist in the clean-up, as well as the City’s legal fees. The costs of City contractors are based on prevailing wages. The City has only caught one person illegally dumping on City property. The cost of clean- up was $38,000, we filed a lawsuit to collect the costs, and collected nearly all of it prior to a bankruptcy filing.

RETURN TO AGENDA
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Additionally, there are several State laws dealing with illegal dumping. State law fines and penalties upon conviction can be significantly more than City’s $1,000 fine. Violations of State laws prohibiting illegal dumping can result in the impoundment and civil forfeiture of the motor vehicle used in the illegal dumping, fines between $3,000 and $10,000, as well as the costs of clean-up. The State laws and the fines and penalties for violation are summarized in the following table:

State Law Violation/Penalty Other Pertinent Information California Vehicle Code
§ 23112.7
A motor vehicle used for illegal
dumping of waste matter on
public or private property is
subject to impoundment and
civil forfeiture
Definitions:
(b)(1) defines illegal dumping
(the willful or intentional
depositing, dropping, dumping,
placing, or throwing of any waste
matter…)

(c)(2) Discretion by the court in
determining the impoundment
period based on enumerated
factors

Nuisance: If a person has two
more misdemeanor convictions
under Penal Code §§ 374.3 or
374.8 (see below), prosecutor
may seek to have the court
declare the motor vehicle a
nuisance
California Penal Code
§ 374.3
(a) Unlawful “to dump or cause
to be dumped waste matter in or
upon a public highway or
road…” (c) “A person violating
this section is guilty of an
infraction.” Each day the waste
remains is a separate violation

Court may also require upon
conviction that a person: pay the
cost of removing the waste
matter (f), pick up waste matter
within the jurisdiction for 12 hours

(j) “Except in unusual cases
where the interests of justice
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Penalty Fee (waste matter,
subsection (a)):
(e) Conviction, mandatory fines
1st conviction: between $250-
$1000
2nd conviction: between $500-
$1500
3rd or subsequent conviction:
between $750-$3000
(fines are doubled when the
waste matter is used tires;
legislative intent of the California
Tire Recycling Act was to
eliminate illegal dumping and
unnecessary stockpiling of used
tires, Pub. Res. Code § 42870 )

(h)(1) When the amount of
waste is “in commercial
qualities;” violation is a
misdemeanor

Penalty Fee (“commercial
qualities”):
(h)(1) Conviction, mandatory
fines
1st conviction: between $1000-
$3000
2nd conviction: between $3000-
$6000
would be best served by waiving
or reducing a fine, the minimum
fines provided by this section
shall not be waived or reduced
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3rd or subsequent conviction:

Between $6000-$10000

California Penal Code
§ 374.8
(b) “Any person who knowingly
causes any hazardous
substance to be deposited into
or upon any road . . . or upon
the land of another. . . or into the
waters of this state is punishable
by imprisonment in the county
jail for not more than one year or
by imprisonment pursuant to
subdivision (h) of Section 1170
for a term of 16 months, two
years, or three years, or by a fire
of not less than fifty dollars ($50)
nor more than ($10,000), or by
both the fine and imprisonment
Definitions:
(c)(1) Hazardous substance:
“poses a significant present or
potential hazard to human health
and safety or to the
environment…”
California Penal Code
§ 374.7:
(a) “A person who litters or
causes to be littered, or dumps
or causes to be dumped, waste
matter into a bay, lagoon,
channel, river, creek, slough,
canal, lake, or reservoir, or other
stream or body of water…is
guilty of a misdemeanor”
Court may also require upon
conviction that a person pick up
litter at a time and place within
the jurisdiction for no less than 8
hours

California Penal Code
§ 830.7
Persons not peace officers but
having powers of arrest: (j)
“Illegal dumping enforcement
officers or code enforcement
officers, to the extent necessary
to enforce laws related to illegal
waste dumping or littering, and
authorized by a memorandum of
understanding with, as
applicable, the sheriff or chief of
police within whose jurisdiction
Under Penal Code § 22295, an
illegal dumping enforcement
officer may carry a wooden club
or baton if they have satisfactorily
completed a course of instruction
certified by the Commission on
Peace Officer Standards and
Training
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the person is employed,
permitting the exercise of that
authority.”
California Penal Code
§ 1202.51
When a person is convicted of a
number of enumerated Penal
Code offenses dealing with
public nuisance, littering or
illegal dumping, “the court shall
order the defendant to pay a fine
of one hundred dollars ($100) if
the conviction is for an infraction
or two hundred dollars ($200) if
the conviction is for a
misdemeanor, in addition to any
other penalty or fine imposed.”
The fee charged should “be used
for the city’s or county’s illegal
dumping enforcement program”
Public Resources Code
§ 43209
Local enforcement agencies
“shall also ensure frequent
inspections of solid waste
facilities that have an
established pattern
noncompliance” with waste
management
FI

NANCIAL IMPACTS
There are no financial impacts to the City from the recommended action.

AT

TACHMENTS

1. Jurupa Valley Municipal Code Section 11.70.010

2. Resolution No. 2021-15
**************************
SIGNATURES ON FOLLOWING PAGE ************************** Regular City Council Meeting - June 5, 2025

Prepared by:

Joe Perez
Assistant City Manager/Community
Development Director
Prepared by:

Peter M. Thorson
City Attorney
Reviewed by:

Su�
Director of Finance
-.... ::--..:... www.jurupavalley.org
----
Submitted by:

Rod B. Butler
City Manager
Reviewed by:

Michael Flad
Assistant City Manager
Page I 6
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A.

B.

C.
(1)
(2)
D.

Sec. 11.70.010. - Dumping of trash prohibited.

No person, firm, partnership, association or corporation, shall place, deposit, throw or dump any trash, garbage, waste, debris or refuse matter on any public or private property whether owned or controlled by the person or not, except where such matter is being temporarily placed in receptacles for later collection and removal.

No person, firm, partnership, association or corporation, shall place, deposit, throw or dump any rocks, dirt or demolition materials upon any private or public property, without the consent of the owner.

Any person, firm, partnership, association or corporation violating any provision of this section shall be guilty of an infraction or misdemeanor as hereinafter specified. Any such person, firm, partnership, association or corporation shall be deemed guilty of a separate offense for each and every day, or portion thereof, during which any violation of any of the provisions of this section is committed, continued or permitted. The City Council reserves the right to modify the fine amount by resolution.

Any such person, firm, partnership, association or corporation convicted of a violation of this section shall be:

Guilty of an infraction offense and punished by a fine not exceeding one hundred dollars ($100) for a first violation;
Guilty of an infraction offense and punished by a fine not exceeding two hundred dollars ($200) for a second violation. The third and any additional violations shall be punishable by a fine not exceeding one thousand dollars ($1,000) or six (6) months in jail, or both.

Notwithstanding the above, a first or subsequent offense may be charged and prosecuted as a misdemeanor. Payment of any penalty in this section shall not relieve any such person, firm, partnership, association or corporation from the responsibility for removing the trash or debris wrongfully deposited.

Enforcement of this section may also be as provided for in County Ordinance 725. (
Measure L, 11-6-2018)
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Page | 1
120

STAFF RE
PORT
DATE: June 5, 2025
TO: HONO

RABLE MAYOR AND CITY COUNCIL
FRO
M: ROD BUTLER, CITY MANAGER
BY:

SUBJE
CT: AGENDA ITEM NO. 12.H
APPRO

VAL OF DIGITAL DISPLAY AGREEMENT BETWEEN THE CITY

OF JURUPA VALLEY AND EM RANCH OWNER, LLC FOR PROPERTY

KNOWN AS THE DISTRICT AT JURUPA VALLEY
RECOM

MENDATION
1) That t
he City Council adopt Resolution No. 2024-51, entitled:

A RESO

LUTION OF THE CITY COUNCIL OF THE CITY OF JURUPA VALLEY

APPROVING DIGITAL DISPLAY AGREEMENT BETWEEN THE CITY OF

JURUPA VALLEY AND EM RANCH OWNER, LLC , AND DETERMINING

THAT THE AGREEMENTS ARE EXEMPT FROM CEQA UNDER SECTION
15061(B)(3) OF THE CEQA GUIDELINES

BACKGROUND
On Sep
tember 7, 2023 the City Council adopted the District at Jurupa Valley Specific Plan (SP21001) Resolution No. 2023- 78. The Specific Plan permits the development of approximately 248 acres including 1,196 residential units on 42 acres; approximately 1,472, 500 square feet of commercial uses on 97.7 acres; 30,000 square feet of business park on 7.8 acres; 1,500,000 square feet of industrial/logistic uses on 67.7 acres; 11.1 acres of public open space and 22.4 acres of public improvements (including roadw ays and public facilities such as storm drainage basins.).

Sect
ion 3.9 Signage of the City Council Adopted Specific Plan (attached) establishes the criteria and requirements for all District at Jurupa Valley Signage. In Subsection 3.9.1.b Freestanding Freeway Signs, and Figure 3- 2 Project Freeway Sign Locations, specific digital billboard criteria are established for the District at Jurupa Valley location.

RETURN TO AGENDA
Regular City Council Meeting - June 5, 2025

Page | 2

On May 15, 2025 the City Council conducted a public hearing amending Section

9.245.030 (Outdoor Digital Displays) of the Jurupa Valley Municipal Code and adopted Ordinance No. 2025-11 which includes the three digital display sites approved as part of the District at Jurupa Valley Specific Plan.

ANALYSIS
In accordance with Chapter 9.245 of the Jurupa Valley Municipal Code, concerning outdoor advertising displays and structures, and the City Council adopted District at Jurupa Valley Specific Plan, the digital display agreement between the City of Jurupa Valley (“City”) and EM Ranch Owner, LLC (“Company”) meets the standards established by the City Council for new digital billboards.

Under the terms of the agreement, the Company may construct three digital displays, each containing two faces, along State Route 60 within the Assessor Parcel Numbers (APN) listed in Exhibit A of and illustrated in Exhibit B of the Digital Display Agreemen t.

In consideration of the City’s granting the Company the entitlement to construct, operate and maintain the digital displays, several material community benefits have been included in the agreement.

Under the terms of the agreement, Company shall pay the City twenty five thousand dollars ($25,000) per year, minimum annual guarantee (MAG) or 15% of gross advertising revenue, whichever is greater. These financial terms are consistent with five digital agreements approved by the City Council in 2024. During the first two years of the initial term, MAG amounts will be phased in as detailed in the agreement.

Because the District at Jurupa Valley project is an entry point to the City and tenancy is expected to result in significant regional visitation, the Eastern most digital display shall have an enhanced “gateway” type column. This entry signage and covering will require approval by the City prior to installation.

It is the desire of the City to improve communication with the public during natural disasters and prolonged power outages. Company shall provide a means for the City to utilize a backup power source, for the purpose of communicating during emergencies via the digital displays.

In addition, Company shall allow the City, at its own expense, to install any future technological devices, such as but not limited to, public safety related data collection devices, vehicular traffic data collecting devices or weather related data devices , for the purpose of improving service to the public. While specific potential future uses are unknown currently, both the Company and City are desirous of preserving the intent of this potential partnership as part of the Agreement. Similarly, the parties also agree that should the Company utilize the digital display infrastructure for the purpose of collecting analytic data, that data shall be provided to the City at no cost.

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During the May 15, 2025 City Council Public Hearing regarding Digital Displays, the City Council discussed the concept of including “Shop Local” type messaging and local business support as part of future Digital Display Agreements. Included in the agreement between the City and EM Ranch Owner, LLC is language that will allow for limited utilization of the billboards located at the District at Jurupa Valley for the purpose of promoting a Shop Local Program and local businesses.

FINANCIAL IMPACT

When fully operational, the recurring i ncrease in revenue to the General Fund totals a minimum of $15 0,000 per year and additionally, the ability to display public service announcements.

Each digital display face shall generate twenty-five thousand dollars ($25,000) per year or fifteen percent (15%) of gross advertising revenue for the digital display, whichever is greater. Three structures, each containing two faces, for a total of 6 display faces equals a minimum guaranteed revenue of $150,000 per year.

ALTERNATIVES

1. Do not approve the Digital Display Agreement between the City of Jurupa Valley and EM Ranch Owner, LLC.

2. City Council provides alternative direction to staff.

3. Continue the matter to receive additional information from EM Ranch Owner, LLC or City Staff.

************************** SIGNATURES ON FOLLOWING PAGE *********************

Regular City Council Meeting - June 5, 2025

Prepared by:

Amy Sells
Deputy City Manager
Reviewed by:

Susa!::

Finance Director
Reviewed by:

Peter M. Thorson
City Attorney
Attachments:
--

1. Resolution No. 2024-51
Submitted by:
7Whf-.�
Rod B. Butler
City Manager
Reviewed by:

Michael Flad
Assistant City Manager

2. Billboard Relocation and Digital Display Agreement between the City of Jurupa Valley and EM Ranch Owner, LLC.

3. The District at Jurupa Valley Specific Plan, Adopted by the City Council on September 7, 2023, Pages 25-28

4. May 15, 2025 City Council Agenda Item No. 14.B Staff Report - Amending Chapter 9.245 of the Jurupa Valley Municipal Code related to Outdoor Digital Displays.

Page I 4
-'"::::== www.jurupavalley.org ---==-�--::. -
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RESOLUTION NO. 2025-51

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF JURUPA

VALLEY APPROVING DIGITAL DISPLAY AGREEMENT BETWEEN

THE CITY OF JURUPA VALLEY AND EM RANCH OWNER, LLC, AND

DETERMINING THAT THE AGREEMENT IS EXEMPT FROM CEQA
UNDER SECTIONS 15061(B)(3) OF THE CEQA GUIDELINES

THE CITY COUNCIL OF THE CITY OF JURUPA VALLEY DOES RESOLVE AS FOLLOWS:

Section 1. The City Council of the City of Jurupa Valley does hereby find, determine and declare that:
(a) The City proposes to enter into the Digital Display Agreement with EM Ranch Owner, LLC, the developer of that certain real property which is the subject of The District at Jurupa Valley Specific Plan (the “Specific Plan”) and generally located at the southeast corner of Rubidoux Boulevard and State Route 60, on which the Company will operate and maintain three (3) outdoor advertising structures and digital displays, as described in Section

3.9.1 of the Specific Plan and designated on the Special Outdoor Advertising Display Overlay Zone Map pursuant to Section 9.245.030.I. of the Jurupa Valley Municipal Code, the template of which is attached as Exhibit A to this Resolution (“Digital Display Agreement”). (b) The proposed Digital Display Agreement is consistent with the goals, objectives, purposes and provisions of the City’s General Plan and each element thereof and the provisions of Section 9.245.030 of the Jurupa Valley Municipal Code. (c) The proposed Digital Display Agreement is in the best interests of, and not detrimental to, the public health, safety, and general welfare of City and its residents.

Section 2. CEQA Determination. Under the California Environmental Quality Act (“CEQA”), and the CEQA Guidelines promulgated thereunder, the City Council determines that the Digital Display Agreement approved by this Resolution is exempt from the requirements of CEQA and the City’s CEQA Guidelines pursuant to CEQA Guidelines Section 15061(b)(3).

This determination is based on the fact that it can be seen with certainty that there is no possibility that the Agreement will have a significant effect on the environment. The Digital Display Agreement provides for digital displays at locations described in the Special Plan and designated on the Special Outdoor Advertising Display Overlay Zone Map pursuant to Section

9.245.030.I. of the Jurupa Valley Municipal Code. The Digital Display Agreement incorporates the development standards set forth in the Specific Plan and in Section 9.245.030 of the Jurupa Valley Municipal Code. The Digital Display Agreement does not change the development standards for outdoor advertising displays at these locations. The Community Development Director is hereby directed to file a Notice of Exemption with the County Clerk.

Section 3. Approval of Digital Display Agreement. The City Council hereby approves the Digital Display Agreement between the City of Jurupa Valley and EM Ranch Owner, LLC in substantially the form of Exhibit A to this Resolution. The City Council authorizes the City Manager to execute the Digital Display Agreement upon the addition of the specific location Regular City Council Meeting - June 5, 2025

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information to the Digital Display Agreement. The City Manager is further authorized: 1) to enter into amendments to the Digital Display Agreement to change, adjust, or clarify provisions of the Digital Display Agreement that are appropriate to further the intended purposes of the Digital Display Agreement; 2) for good cause, extend the time for performance by EM Ranch Owner, LLC, of its obligations under the Digital Display Agreement; and 3) approve on behalf of the City such additional documents, as may be reasonably necessary or convenient to achieve the purposes of the Digital Display Agreement.

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Section 4. Certification. The City Clerk shall certify to the adoption of this Resolution.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Jurupa Valley on this __st day of May, 2025.

______________________________
Brian Berkson
Mayor
ATTEST:
_______________________________
Evelyne Ssenkoloto
City Clerk, CMC

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF JURUPA VALLEY )
I, Victoria Wasko, City Clerk of the City of Jurupa Valley, do hereby certify that the foregoing Resolution No. 2025-51 as duly adopted and passed at a meeting of the City Council of the City of Jurupa Valley on the 5
th day of June, 2025, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Jurupa Valley, California, this 5th day of June, 2025.

___________________________
Evelyne Ssenkoloto, CMC, City Clerk
City of Jurupa Valley
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DIGITAL DISPLAY AGREEMENT

BETWEEN CITY OF JURUPA VALLEY, AND EM RANCH OWNER,

LLC FOR THE PROPERTY KNOWN AS THE DISTRICT AT JURUPA
VALLEY SPECIFIC PLAN (APNs as listed in Exhibit “A”)
THIS DIGITAL DISPLAY AGREEMENT (“Agreement”) is entered into as of ____________, 2025 (the “Effective Date”), by and between the CITY OF JURUPA VALLEY, a municipal corporation (“City”), and EM RANCH OWNER, LLC, a California limited liability company (“Company”). Hereafter City and Company are sometimes referred to collectively as “Parties”.

RECITALS
WHEREAS, Company is the developer of that certain real property (the “Project”), which is the subject of The District at Jurupa Valley Specific Plan (the “Specific Plan”), and located at the southeast corner of Rubidoux Boulevard and State Route 60 with APNs listed in Exhibit “A”, on which the Company wishes to construct, operate and maintain three (3) outdoor advertising structures and digital displays; and
WHEREAS, the City Council approved Specific Plan No. 21001 (the “Specific Plan”) at a duly noticed public hearing on September 7, 2023, which, pursuant to Section 3.9.1(5)(b) of the Specific Plan, authorizes Company to construct, operate and maintain up to three (3) digital displays at the Project; and
WHEREAS, the Project is within the Special Outdoor Advertising Display Overlay Zone established by Section 9.245.030.A of the Jurupa Valley Municipal Code; and WHEREAS, this Agreement is consistent with the goals, objectives, purposes and provisions of the Jurupa Valley General Plan and each element thereof.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the foregoing Recitals, which Recitals are incorporated herein by reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants set forth herein, the Parties hereby agree as follows:

1. Term of Agreement. The term of this Agreement shall be twenty (20) years, commencing at 12:01 a.m. on the Effective Date of this Agreement, and continuing until the date that is twenty (20) calendar years thereafter (the “Initial Term”). Subject to the written approval of each extension by the City Council, Company shall have the right to extend the term of this Agreement for one (1) twenty-year period (for a total term of 40 years) by giving written request for such extension to the City at least six (6) months prior to the expiration of the Initial Term.

2. Digital Display. Company shall be entitled to construct and maintain one (1) digital display as defined in Section 9.245.020 of the Jurupa Valley Municipal Code (each, a “Digital Display”, and, collectively, the “Digital Displays”) upon each of the three (3) locations on the Regular City Council Meeting - June 5, 2025

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Project depicted on Exhibit B hereto (the “Display Locations”), for a total of up to three (3) Digital Displays on the Project, with each Digital Display having two faces, in accordance with the terms of this Agreement, and, specifically, in accordance with the following terms:

A. Development Standards. The Digital Displays shall comply with all of the development standards set forth in Sections 3.9.1(5)(b) and 4.10.1 of the Specific Plan and Section 9.245.030 of the Jurupa Valley Municipal Code applicable to digital displays. In the event of a conflict between the standards of these two sections, the least restrictive standard shall apply.

B. Size; Display Faces. Each Digital Display may have up to two (2) display faces with a maximum surface area of six hundred seventy-two (672) square feet on each display face.

C. Height. The maximum height of the Digital Displays shall not exceed a height of sixty-five (65) feet from the grade on which it is constructed (Natural Grade), as specified in Section 3.9.1(5)(b) of the Specific Plan or when the Natural Grade is below the elevation of the adjacent freeway roadbed, the Digital Display shall not exceed forty-five (45) feet above the elevation of the roadbed of the adjacent freeway or highway to which the display is oriented, provided, however, that Company may apply to the Planning Director for a height adjustment pursuant to Sections 9.245.030 C. and D.

D. Location and Permits; Property Owner Authorization. Company shall secure any required permits from the City and other required governmental agencies prior to construction of the Digital Displays. The City shall approve the specific location of the Digital Displays prior to its construction by the Company.

E. Prohibited Advertising Materials. The Parties acknowledge that public advertising is an important form of public communication. City desires to preserve this type of communication while preserving the character of the community and prevent exposure of its residents to advertising which City’s residents might find offensive. Accordingly, Company shall be prohibited from displaying such offensive advertising material including, but not limited to, advertising for sex oriented businesses (as defined in Chapter 5.60 of the Jurupa Valley Municipal Code) and the advertising prohibited by Section 9.245.030 K. of the Jurupa Valley Municipal Code restricting the certain advertisements for cannabis, alcohol and tobacco.

Company shall include in its advertising lease agreements and any other agreements related to the Digital Displays, provisions that require compliance with this section.

F. Operation and Maintenance. Company shall operate and maintain the Digital Displays in a commercially reasonable manner and condition, including maintenance, repair, reconstruction and replacement of any and all support structures, foundations, signage, ornamentation and all other improvements on or to the Digital Displays, now existing or made in the future, as necessary to maintain the appearance and character of the Digital Displays. Any graffiti found on the Digital Displays shall be removed within seventy-two (72) hours of notification by the City. Appropriate equipment shall be installed to prevent access for graffiti and vandalism.

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G. City Approvals. Within ninety days (90) days of the date of this Agreement, Company shall, at its sole cost and expense, submit an application for construction for at least one of the Digital Display on the Property, with accompanying fees, to the City Planning Department for the development of such Digital Displays.

3. Consideration for Digital Display Agreement. In consideration of the City’s granting the Company the entitlement to construct and maintain the Digital Displays on the Property, and to fulfill the intent of the Company for the Digital Displays to result in a material community benefit for the people of the City, the Company agrees as follows:

A. Public Service Messages. Company shall provide a minimum of fort y-five thousand (45,000) eight-second advertising spots per Digital Display per calendar year for the City to use for announcing public events of City, other governmental entities, or non-profits or for public service announcements. City shall be entitled to use of advertising space on the Digital Displays on an “as available” basis; provided, however, that messages placed by City on the Digital Displays are limited to non-profit, public service messages regarding public events and other matters of public interest (hereinafter “Public Service Messages”). The term Public Service Message shall expressly exclude any message advertising any business, company or event where such message would have a direct and tangible economic benefit to a private, for- profit company with the exception of those private businesses that are part of the City’s “Shop Local” program. For all Public Service Messages, City shall be responsible for providing Company with the advertising copy. Company shall not be responsible for producing or substantially modifying any advertising copy for a Public Service Message and shall have 48 hours after receipt and approval of advertising copy to display the Public Service Message.

B. Revenue Sharing.
1) If the Digital Display is a single-sided Digital Display, Company shall pay to the City an amount of twenty five thousand dollars ($25,000) per year (the “Minimum Single- Sided Guaranteed Amount”), or fifteen percent (15%) of gross advertising revenue actually received by the Company for the Digital Display, whichever is greater. Notwithstanding the previous sentence, during the first two (2) years of the Initial Term, Company shall only be required to pay: (i) fifty percent (50%) of the Minimum Single-Sided Guaranteed Amount for the first year of the Initial Term, or fifteen percent (15%) of gross advertising revenue for the Digital Display, whichever is greater; and (ii) seventy percent (70%) of the Minimum Single-Sided Guaranteed Amount for the second year of the Initial Term, or fifteen percent (15%) of gross advertising revenue for the Digital Display, whichever is greater. 2) If the Digital Display is a double-sided Digital Display, Company shall pay to the City, an amount of fifty thousand dollars ($50,000) per year per year (the “Minimum Double-Sided Guaranteed Amount”); or fifteen percent (15%) of gross advertising revenue actually received by the Company for the Digital Display, whichever is greater. Notwithstanding the previous sentence, during the first two (2) years of the Initial Term, Company shall only be required to pay: (i) fifty percent (50%) of the Minimum Double-Sided Guaranteed Amount for the first year of the Initial Term, or fifteen percent (15%) of gross advertising revenue for the Digital Display, whichever is greater; and (ii) seventy percent (70%) of the Minimum Double- Regular City Council Meeting - June 5, 2025

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Sided Guaranteed Amount for the second year of the Initial Term, or fifteen percent (15%) of gross advertising revenue for the Digital Display, whichever is greater. 3) Company shall pay this amount to the City on or before March 1 of each year for the previous calendar year.
4) City shall use such funds for any municipal purpose. 5) Company shall prepare and maintain proper, accurate and complete books and records regarding any revenue realized pursuant to this Agreement. 6) All financial records of the Company with respect to the Digital Displays shall be maintained in accordance with generally accepted accounting principles and auditing standards for governmental institutions. Company shall make available for examination and copying such books and records (except for Company’s financial ledgers and statement). 7) Company shall keep and maintain all such books and records separate and distinct from other records and accounts, and shall maintain such books and records for a calendar year for at least three (3) years after acceptance by City of the payment for that calendar year.

C. Decorative Column Cover on Digital Display. Company shall construct a decorative column cover around the structure on the Digital Display located in the eastern most corner of the Project that may be used to welcome motorists to Jurupa Valley or wish them a safe journey, as the case may be, and shall include the City's seal or logo. The design of the Digital Display as it relates to the decorative column cover of City seal or Logo placement shall be approved by the City’s Community Development Director.

D. Emergency Generator Connection. City shall have the right to temporarily connect an electric generator and related equipment, cabling and conduits (collectively, “Emergency Generator”) to each of the Digital Displays to power the Digital Displays during an extended power outage (“Power Outage”) at its expense. During such a Power Outage, the City shall have the right to display public safety and traffic related messages on the Digital Displays (“Emergency Messages”). Emergency Messages displayed during a Power Outage shall not be considered Public Service Messages for the purposes of Section 3(A) hereof. Company shall ensure that the Digital Displays are properly designed, installed and maintained at all times to be capable of connecting to an Emergency Generator. The Parties agree that the City shall use, at City’s expense, Company’s electrician (“Electrician”) for all work on the Digital Display because Electrician is an experienced digital display installer and certified by OSHA for climbing on digital displays.

E. City Equipment Installation. At any time during the term of this Agreement, City may, but shall not be required to, install traffic and public safety equipment, including without limitation traffic cameras (collectively, “City Equipment”), on the Digital Displays. At the time of construction of each Digital Display, Company shall provide, at its expense, an additional electrical conduit or connection for the purpose of installation of City Equipment. Installation of the City Equipment shall be completed by Company’s Electrician, and paid for by City provided, however, that City shall indemnify Company and shall hold and save Company harmless from Regular City Council Meeting - June 5, 2025

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any and all Indemnified Claims and Liabilities (as defined below) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the installation, operation and maintenance of the City Equipment, except to the extend caused by the wrongful conduct or negligent acts or omissions of Company Parties (as defined below).

F. Analytic Data.

The Parties Agree that if Company collects analytic data from the Digital Displays, said analytic data shall be provided to the City at no charge.

4. Indemnity. Company, as a material part of the consideration to be rendered to City under this Agreement, shall indemnify City, its agents and employees and any successors or assigns to the City’s rights under this Agreement (collectively “City Parties”) and shall hold and save them and each of them harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (hereinafter “Indemnified Claims and Liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the operation and maintenance of the Digital Displays by Company, its officers, agents and employees (“Company Parties”), but only to the extent any such Indemnified Claims and Liabilities arise from (a) the failure of any of the Company Parties to keep the Digital Displays in good condition and repair, (b) the wrongful conduct or negligent acts or omissions of Company Parties hereunder, (c) Company Parties’s negligent performance of or failure to perform any term or covenant of this Agreement. or (d) the alleged invalidity of this Agreement and any related leases or subleases, and in connection with the foregoing indemnity.

A. Company shall defend any action or actions filed in connection with any of said Indemnified Claims and Liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith.

B. Company shall promptly pay any judgment rendered against the City and the City Parties for any such Indemnified Claims and Liabilities.

C. Company shall save and hold City and City Parties harmless therefrom.

D. In the event City Parties are made a party to any action or proceeding filed or prosecuted against Company for such Indemnified Claims and Liabilities, Company shall pay to City any and all costs and expenses incurred by City Parties in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

E. Company and City further acknowledge that Company shall not indemnify City Parties for any Indemnified Claims and Liabilities caused by or arising out of the gross negligence or willful misconduct of City Parties.

5. Waiver and Release of Claims. In consideration for the City’s agreement to allow Company to develop the Digital Displays as provided above, Company hereby expressly relinquishes its right to reconstruct or replace the Digital Displays without the approval of the City, however, Company, in its sole discretion and after thirty (30) days written notice to City, may elect to terminate this Agreement and remove the Digital Displays. Company further Regular City Council Meeting - June 5, 2025

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waives and releases all claims for compensation it may have against City, its elected officials, officers, employees and agents related to the removal of any Digital Displays as part of this Agreement. This waiver and release includes any claims made or arising under the California Outdoor Advertising Act, the California Constitution, the federal Highway Beautification Act of 1965, or the United States Constitution. The Parties recognize that this shall extend to claims whether known or unknown to them and that the release is made with the understanding that it shall include unknown claims contemplated by Civil Code § 1542, which provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Initials of Company: _________________.

6. Transfers and Assignments.

A. Restrictions on Transfers. Company may sell, assign, or otherwise transfer all or any portion of its interests in this Agreement to any assignee provided that: (1) the Company and assignee have executed an Assignment and Assumption Agreement (in substantially the form attached as Exhibit C hereto), specifically assuming the obligations, or a portion of the obligations of Company, to construct, operate and maintain the Digital Displays; (2) the City is satisfied, in its sole discretion, that the assignee has the experience and financial capacity to complete the Digital Displays; and (3) City Manager, acting on behalf of the City, in its sole discretion, has approved the assignment of this Agreement in writing.

B. Notice of Transfer; Agreement. In the event of any sale, assignment, or other transfer pursuant to this Section 6, Company shall notify City at least twenty (20) business days prior to the transfer of the name of the assignee.

C. Rights and Duties of Successors and Assigns. Any, each, and all successors and assigns of Company shall have all of the same rights, benefits, duties, and obligations of Company under this Agreement. All entities holding title to a portion of the Property shall be jointly liable for the design and construction of the Public Improvements for that portion of the Property as set forth in this Agreement.

7. General Provisions.

A. Waiver. The waiver by any Party of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition, or of any subsequent breach of the same term, covenant or condition.

B. Notices. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be sent by: (a) certified or registered mail, postage pre- paid, return receipt requested, (b) personal delivery, or (c) a recognized overnight carrier that provides proof of delivery, and shall be addressed as follows:

To City:

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City of Jurupa Valley
8930 Limonite Avenue
Jurupa Valley, CA 92509
Attn: City Manager
With a copy to:

Richards, Watson & Gershon
350 S. Grand Ave., 37th Floor
Los Angeles, CA 90071
Attn: Peter M. Thorson

To Company:

EM Ranch Owner LLC
484 S. San Vicente Blvd.

Los Angeles, CA 90048
Attn: Matthew Dugally

With a Copy to:

Fennemore LLP
550 E. Hospitality Lane, Suite 350
San Bernardino, CA 92408
Attn: Brent McManigal

C. Authority to Enter Agreement. All Parties warrant that the individuals who have signed the Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

D. Amendment/Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by all Parties.

E. Attorneys’ Fees. In the event of litigation between the parties arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, including attorneys’ fees on appeal, and all other reasonable costs and expenses for investigation of such action, including the conducting of discovery, in addition to whatever other relief to which it may be entitled.

F.

Not for Benefit of Third Parties. This Agreement and all provisions hereof are for the exclusive benefit of City and Company and shall not be construed to benefit or be enforceable by any third party.

G. Time is of the Essence. Time is of the essence of each and every provision of this Agreement.

H. Binding on Successors and Assigns. The terms of this Agreement shall be binding on the successors and assigns of the Parties.

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I. Miscellaneous. This Agreement embodies the entire Agreement between the Parties for the Digital Displays on the Property and supersedes any prior or contemporaneous understandings between the Parties related to the Agreement. If any provision of this Agreement is held to be invalid, the balance shall remain binding upon the Parties. This Agreement shall be interpreted in accordance with its plain meaning, and not in favor of or against either Party. This Agreement shall be construed according to the laws of the State of California.

J. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

K. Recitals. Company warrants and represents to the City that the facts stated in the Recitals as the beginning of this Agreement are true and correct.

L. Exhibit. Exhibit A is attached hereto and incorporated herein as thought set forth in full.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first set forth above.

CITY OF JURUPA VALLEY

_____________________________________
Rod B. Butler
City Manager

ATTEST:

_____________________________________
Evelyne Ssenkoloto, CMC
Interim City Clerk

APPROVED AS TO FORM:

_____________________________________
Peter M. Thorson
City Attorney

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COMPANY:
___________________________________

___________________________________
Name:

Title:

___________________________________
Name:

Title:

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EXHIBIT A

ASSESSOR PARCEL NUMBERS FOR THE DISTRICT AT JURUPA VALLEY

SPECIFIC PLAN

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EXHIBIT B

LOCATION OF DIGITAL DISPLAYS

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EXHIBIT C

FORM OF

ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is entered into as of _____________, by and between _______________________, a ______________________ (“Assignor”) and _______________________, a ______________________ (“Assignee”).

R E C I T A L S:

A. Assignor entered into that certain D igital Display Agreement dated _____________, 2025 with the City of Jurupa Valley, a municipal corporation (“City”), pursuant to which Assignor was given authority to construct, operate and maintain three (3) outdoor advertising structures and digital displays (each a “Digital Display”, and collectively, the “Digital Displays”) on the property more particularly described therein (“Project”), subject to the terms and conditions thereof (the “Digital Display Agreement”).

B. Assignor wishes to assign, and Assignee wishes to assume, Assignor’s interests and obligations under the Digital Display Agreement for the construction, operation and maintenance of the Digital Displays.

C. Subject to the terms of the Digital Display Agreement, City wishes to permit Assignor to assign the Assignor’s interests and obligations under the Digital Display Agreement to Assignee.

A G R E E M E N T:

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, Assignor and Assignee agree as follows:

1. Assignment by Assignor. Assignor assigns to Assignee all of Assignor’s right, title, and interest in, to and under the Digital Display Agreement.

2. Assumption by Assignee. Assignee assumes all of the burdens and obligations of Assignor under the Digital Display Agreement, and agrees to observe and fully perform all the duties and obligations of Assignor under the Digital Display Agreement that relate to the Project and Digital Displays, and further agrees that the Project and Digital Displays shall be subject to all of the terms and conditions thereof applicable to the Project and Digital Displays. It is the express intention of both Assignor and Assignee that upon execution of this Assignment, Assignee shall be substituted for Assignor as the “Company” under the Digital Display Agreement with respect to the Project and Digital Displays.

3. Digital Display Agreement. Assignee has reviewed all of the provisions of the Digital Display Agreement, has sought legal counsel where necessary, and fully understands and assumes all of the terms and conditions of the Digital Display Agreement that are allocated to the Project and the Digital Displays.

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4. No Amendment to Digital Display Agreement. Assignor and Assignee acknowledge and agree that the Digital Display Agreement shall continue to be of full force and effect notwithstanding the assignment thereof with respect to the Project and Digital Displays, and shall continue to govern the rights and obligations of Assignee as the “Company” under the Digital Display Agreement.

[SIGNATURES TO FOLLOW]
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IN WITNESS WHEREOF Assignor and Assignee have executed this Assignment and Assumption Agreement as of the day and year first above written.

ASSIGNOR:
___________________________________
___________________________________
Name:

Title:

ASSIGNEE:
___________________________________
___________________________________
Name:

Title:

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Rogular City Council Meeting - May 15, 2025
ATTACHMENTS:

1. Ordinance No. 2025-10

2. Resolution No. PC-2025-05
a. Exhibit A of Resolution No. PC-2025-05: Draft Ordinance L Exhibit A - Proposed Special Outdoor Advertising Display Overlay. ·-···· .. · ·- - · ··--·Are·�rMap· --· -•'·• ·- ··-- --- · --·--· .... _.. ·· ··-· _ ... · -·-··--·-· -· -· _ ..... --···-· ...

3. Adopted Ordinance No. 2018-07
a. Exhibit A-Potential Biilboard Overlay Map

Regular City Council Meeting - June 5, 2025

Page | 1
120
STA

FF REPORT
DATE: JUNE 5, 2025
TO: HO

NORABLE MAYOR AND CITY COUNCIL
FR
OM: ROD BUTLER, CITY MANAGER
BY: ABDON PADILLA, FINANCE MANAGER

SUSAN PARAGAS, FINANCE DIRECTOR
SUBJ
ECT: AGENDA ITEM NO. 12.I
QUART

ERLY INVESTMENT REPORT FOR THE QUARTER ENDING
MARCH 31, 2025, FOR FISCAL YEAR 2024-2025
RECO

MMENDATION
Rec
eive and file the quarterly investment report for the quarter ending March 31, 2025 (third quarter of Fiscal Year 2024-2025).

BACKGROUND
A quart
erly investment report shall be received and filed with the City Council to provide a status of the City’s current investments. City funds continue to be invested in the Local Agency Investment Fund (LAIF), as well as in US Treasuries through Wulff, Hansen and Company (since December 2022) and Chandler Asset Management (since April 2024).

ANALY
SIS
Thi
s report is a quarterly overview of the City’s cash and investments held in LAIF (California State Treasurer), US Treasuries and other securities for the quarter ending March 31, 2025.

The t
otal market value of the City’s cash and investments, as of March 31, 202 5, is $139.95 million. The balance is sufficient to meet the disbursement requirements of the City for the next six months.

FI

NANCIAL IMPACT
There i
s no financial impact. This item is for informational purposes only.

RETURN TO AGENDA
Regular City Council Meeting - June 5, 2025

Reviewed by:

Susan Paragas
Finance Director
Michael Flad
Assistant City Manager
Attachments:

Rod B. Butler
City Manager

1. Quarterly Investment Report-Ending March 31, 2025
Page I 2
Regular City Council Meeting - June 5, 2025

Quarter Maturity Interest % of
Investment Type Institution Purchases Date Rate Par Value Market Value Book Value Portfolio Checking Chase Bank --- --- --- 11,319,303.97 $11,319,304 $11,319,304 8.22% Cash Drawer City of Jurupa Valley --- --- --- 934 934 934 0.00% Cash with Fiscal Agent Trustee --- --- --- 333,291 333,291 333,291 0.24% LAIF State of California --- Demand 4.62% 35,180,974 35,180,974 35,180,974 25.54% Money Market Zions Bank --- Demand 4.02% 347,134 370,989 347,134 0.25% U.S. Obligations and
U.S. Treasury Zions Bank $10,294,464 Various
(through 2029)
Various

0.25% - 4.98% 71,631,400 71,527,656 69,997,633 50.81% Corporate Bonds** Zions Bank $359,449 Various
(through 2029)
Various

3.61% - 5.06% 10,410,000 10,524,658 10,212,827 7.41% Government Agency
Securities** Zions Bank --- Various
(through 2029)
Various

0.50% - 4.31% 2,100,000 2,147,214 2,077,168 1.51% Asset-Backed
Securities** Zions Bank --- Various
(through 2029)
Various

4.82% - 5.21% 2,360,000 2,390,741 2,353,192 1.71% Government CMO** Zions Bank --- Various
(through 2029)
Various

2.43% - 3.97% 4,000,000 3,844,400 3,711,953 2.69% International Bonds** Zions Bank --- 4/10/2026 4.72% 500,000 514,309 498,290 0.36% Spranational Inst Debt** Zions Bank --- Various
(through 2029)
Various

4.89% - 4.93% 1,750,000 1,792,391 1,739,130 1.26% TOTALS $139,933,037 $139,946,861 $137,771,830 100.00%
I certify that this report reflects the complete investment portfolio of the City of Jurupa Valley. It is in full compliance with the City's Investment Policy.

A copy of the investment policy is available at city hall. Sufficient investment liquidity and anticipated revenues are available to meet the City's expenditures for the next six months.

City Treasurer Date
Notes on Treasury and U.S. Government Securities
Par Value is the total cash amount that will be received by the City at maturity.

Market Value is the current trading price of the investment. Unrealized gain/loss is currently not reflected in this category.

Book Value is the original purchase price of the investment. **The City implemented a more diversified investment portfolio strategy by investing in these investment types in April 2024.

City of Jurupa Valley
Investment Portfolio
March 31, 2025
Petty Cash $934
Cash with Fiscal
Agent $333,291
Checking
$11,319,304
LAIF $35,180,974
Money Market
$370,989
U.S. Obligations and
U.S. Treasury
$71,527,656
Corporate Bonds
$10,524,658 Government Agency
Securities
$2,147,214
Asset-Backed
Securities
$2,390,741
Government CMO
$3,844,400
International Bonds
$514,309
Supranational Inst
Debt $1,792,391

INVESTMENT PORTFOLIO COMPOSITION
General Fund
$57,439,229
Developer
Agreements
$3,102,137 Road Funds
$17,194,403
DIF Funds
$30,131,018
AQMD $630,030
LLMD
$2,557,679
CFD $6,987,828
Grant Funds
$9,188,156
General Agency
$12,078,548
Building Acquisition
Funds $637,833

CASH BALANCES BY FUND TYPE
05/15/2025
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120

STAFF RE
PORT
DATE: June 5, 2025
TO: HONO

RABLE MAYOR AND CITY COUNCIL
FRO
M: ROD BUTLER, CITY MANAGER
SUBJE
CT: AGENDA ITEM NO. 12.J
FIRS
T AMENDMENT TO THE AGREEMENT WITH FLOCK GROUP, INC.

RECOM

MENDATION

1. That the
City Council approve the First Amendment to the Agreement between the City of Jurupa Valley and the Flock Group, Inc. Services in the amount of $62,000.00 for installation of 1 0 additional Flock Safety Cameras and authorize the City Manager to execute the Agreement substantially the form and format attached and as approved by the City Attorney.

2. Auth
orize the Finance Director to make any necessary budget adjustments.

BACKGROUND
The St
ate Budget Act of 2022 established the Organized Retail Theft Prevention Grant Program. This State program made funding available for governmental agencies to implement programs intended to prevent and respond to organized retail, motor vehicle, and cargo theft.

In Sep
tember 2023, the City was informed that its application for $2,219,710 in funding for the Retail Theft Prevention (RTP) Program was approved by the State. The City’s grant award included funding for Flock Safety C ameras which included a 3- year subscription.

At t
he July 15, 2021 meeting, the Council received a presentation from Jesse Mund of The Flock Group, Inc. He discussed the capabilities and public safety attributes of the Flock Camera System and the cost effective system that is being used by the cities of Norco, Corona, Lake Elsinore, Moreno Valley, Menifee, Hemet, San Jacinto, Beaumont, Ontario and Redlands. These capabilities include identifying suspect vehicles linked to one or multiple crimes, identifying vehicle path of travel with Real-Time Routing Analysis, and delivering actionable alerts to the Riverside County Sherriff’s Department so they can clear cases more efficiently.

RETURN TO AGENDA
Regular City Council Meeting - June 5, 2025

At th
e July 7, 2022 Council meeting, the City Council approved the installation of 20 Flock Safety Cameras which were located at eight major intersections where the Flock camera system captured data from the most highly trafficked areas in the City.

At
the April 18, 2024 Council meeting, the City Council approved 60 additional Flock Safety Cameras as a result of the Retail Theft Prevention Program Grant.

ANALY
SIS
The F
lock Safety Cameras have proven to be incredibly successful since going online in July of 2024. Flock Safety C ameras have been directly responsible for 134 arrests and have assisted in successfully identifying two of the suspects involved in the organized robbery of a local tool retailer and prevented a second attempt to rob that same store again. The Flock Safety Cameras also led to the successful arrest of the individuals involved in a mattress firm theft and the recovery of over $9,000 in stolen merchandise.

Other success stories include the identification of a chop shop located in San Bernardino County, the identification of a suspect vehicle involved in a gang rel ated attempted homicide, the identification of an illegal firearms manufacturer who was arrested and a large-scale methamphetamine distributor who was found with over one pound of methamphetamine. To date, Flock Cameras have directly assisted in over 3.3 million dollars of recovered property.

Bec
ause of the success of the Flock Camera Program the Sheriff Department has requested an additional 10 cameras to be added using existing budget in the State Grant to enhance the Flock Program by eliminating a few critical gaps in the existing City network. The City has already received approval from the State Grant Administrator to install and provide two years of subscription services for the 10 additional Flock Cameras.

The ad
ditional 10 Flock Safety Cameras will be strategically placed throughout the C ity to eliminate gaps in detection. These additional cameras will enhance the existing network and assist to deter future criminal activity from taking place and allow law enforcement to apprehend criminals more efficiently.

Regular City Council Meeting - June 5, 2025

FINANCIAL IMPACT
The co
st for the additional 10 proposed Flock Cameras, in the amount of $62,000 , is included in the State’s Organized Retail Theft Prevention Program Grant . There will be no fiscal impact to the General Fund as a result of this action.

ALT

ERNATIVES

1. Rec
ommended Action: That the City Council approve the agreement for consultant services.

2. Dec
line to approve the proposed consultant services.

3. Def
er action and request additional information.
*************************
SIGNATURES ON FOLLOWING PAGE*************************** Item Cost
10 Flock Safety Cameras X 1 year $32,000.00
Recurring Subscription (1 x year) $30,000.00
Contract Total: $62,000.00
Regular City Council Meeting - June 5, 2025

Prepared by:

Ke 1n Ryan
Project Manager
Reviewed by:

Director of Finance
Approved as to form:

Peter M. Thorson
City Attorney
Attachments:

Reviewed by:

Michael Flad
Assistant City Manager
Submitted by:

Rod B. Butler
City Manager

1. Jurupa Valley RSO Flock Group Inc. Services Agreement Amendment --::::::.:=- ww,v.jurupavalley.org ·· - ---
Regular City Council Meeting - June 5, 2025

Flock Safety + CA - City of Jurupa
Valley
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:

Evan Sandler
[email protected]
+19493552100
Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

ORDER FORM
This order form (“Order Form”) hereby incorporates and includes the terms of the previously executed agreement (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ) attached hereto as Exhibit A. The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations.

This additional services Agreement will be effective when this Order Form is executed by both Parties (the “Effective Date”) Hardware and Software Products
Annual recurring amounts over subscription term
Customer:CA - City of Jurupa Valley Initial Term:24 Months Legal Entity Name:CA - City of Jurupa Valley Renewal Term:24 Months Accounts Payable Email:[email protected] Payment Terms:Net 30 Address:8920 Limonite Ave Jurupa Valley, California
92509
Billing
Frequency:

Annual Plan - First Year Invoiced at Signing.

Retention Period:30 Days
Item Cost Quantity Total
Flock Safety Platform $30,000.00
Flock Safety LPR Products
Flock Safety LPR, fka Falcon Included 1 Included
Flock Safety LPR, fka Falcon Included 9 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

The Term for Flock Hardware shall commence upon first installation and validation, except that the Term for any Flock Hardware that requires self- installation shall commence upon execution of the Agreement. In the event a Customer purchases more than one type of Flock Hardware, the earliest Term start date shall control. In the event a Customer purchases software only, the Term shall commence upon execution of the Agreement.

Flock Safety Professional Services
Professional Services - Standard
Implementation Fee $650.00 1 $650.00
Professional Services - Existing
Infrastructure Implementation Fee $150.00 9 $1,350.00
Subtotal Year 1: $32,000.00
Annual Recurring
Subtotal: $30,000.00
Estimated Tax: $0.00
Contract Total: $62,000.00
Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

Billing Schedule
*Tax not included
Billing Schedule Amount (USD)
Year 1
At Contract Signing $32,000.00
Annual Recurring after Year 1 $30,000.00
Contract Total $62,000.00
Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

Product and Services Descrip2on
FlockOS Features & Descrip2on
Flock Safety Platform
Items
Product Description
Flock Safety LPR, fka
Falcon
Law enforcement grade infrastructure-free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™ technology (proprietary machine learning software) and real-time alerts for unlimited users.

Professional Services -
Standard Implementation
Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.

Flock Safety LPR, fka
Falcon
Law enforcement grade infrastructure-free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™ technology (proprietary machine learning software) and real-time alerts for unlimited users.

Professional Services -
Existing Infrastructure
Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment of existing vertical infrastructure location, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.FlockOS Features Description Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the previously executed agreement.

The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Customer: CA - City of Jurupa Valley
By: \FSSignature2\ By: \FSSignature1\
Name: \FSFullname2\ Name: \FSFullname1\
Title: \FSTitle2\ Title: \FSTitle1\
Date: \FSDateSigned2\ Date: \FSDateSigned1\
PO Number:

Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 General Counsel
5/14/2025
Mark Smith
Regular City Council Meeting - June 5, 2025

Exhibit A
Master Services Agreement
This Master Services Agreement (this “Agreement”) is entered into by and between Flock Group Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Flock”) and the entity identified in the signature block (“Customer”) (each a “Party,” and together, the “Parties”). This Agreement is effective on the date of mutual execution (“Effective Date”). Parties will sign an Order Form (“Order Form”) which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A.

RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution through Flock’s technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer (“Notifications”); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; and NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

WHEREAS, Flock desires to provide Customer the Flock Services and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations and evidence gathering for law enforcement purposes, (“Permitted Purpose”).

Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1.

1.1 “Agreement” means the order form (to be provided as Exhibit A, “Order Form”), these terms and conditions, and any document therein incorporated by reference in section 11.4.

1.2 “Anonymized Data” means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly.

1.3 “Authorized End User(s)” means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement.

1.4 “Customer Data” means the data, media, and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage.

1.5. “Customer Hardware” means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.6 “Effective Date” means the date this Agreement is mutually executed (valid and enforceable) by both Parties.

1.7 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware.

1.8 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable Order Form.

1.9 “Flock IP” means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).

Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

1.10 “Flock Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.

1.11 “Footage” means still images, video, audio, and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services.

1.12 “Integration Data” means any distribution of data from a Customer requested third party integration.

1.13“Installation Services” means the services provided by Flock for installation of Flock Services.

1.14 “Permitted Purpose” means for legitimate public safety and/or business purpose, including but not limited to the awareness, prevention, and prosecution of crime; investigations; and prevention of commercial harm, to the extent permitted by law.

1.15 “Retention Period” means the time period that the Customer Data is stored within the cloud storage, as specified in the applicable Order Form. Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices.

1.16 “Term” means the date, unless otherwise stated in the Order Form, upon which the cameras are validated by both Parties as operational.

1.17 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.

2. SERVICES AND SUPPORT

2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the Retention Period. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Customer Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

shall be responsible for all acts and omissions of Authorized End Users. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).

2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non- transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services.

2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at [email protected] (such services collectively referred to as “Support Services”).

2.4 Updates to Platform. Flock may make any updates to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies, the competitive strength of, or market for, Flock’s products or services, such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law.

Parties understand that such updates are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement.

2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”).

Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer’s direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day).

For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.

2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer’s account (“Service Suspension”). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension.

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, or toxic or flammable substances.

In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately.

3. CUSTOMER OBLIGATIONS

3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up-to-date contact information at all times during the Term of this Agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services (e.g., laptops, internet connection, mobile devices, etc.). Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).

3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.

4. DATA USE AND LICENSING

4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data.

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4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer (“Customer Generated Data”). Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Customer Generated Data.

4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data non- identifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.

4.4 Data Distribution. Customer may, upon request, choose to integrate Flock Services with a third party to either distribute Integration Data or Customer Data (such third party, “Recipient”).

Upon such request, Customer hereby grants to Flock a non-exclusive, non-transferable, royalty- free, perpetual license to access, share, view, record, duplicate, store, save, reproduce, modify, display, and distribute Customer Data and/or Integration Data, as required by the requested distribution. Customer acknowledges that such data may be viewed, recorded, duplicated, stored, saved, reproduced, modified, displayed, distributed, and retained by Recipient for a period longer than Flock’s standard retention period and hereby provides consent to such retention period.

Unless expressly listed in the Order Form, the provision, access, or use of any Application Programming Interfaces ("APIs") is not included under this Agreement. Any rights, licenses, or Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

obligations related to APIs shall be governed solely by the terms set forth in the Order Form or a separate agreement between the parties.

5. CONFIDENTIALITY; DISCLOSURES

5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

Proprietary Information of Flock includes non-public information provided by the Disclosing Party to the Receiving Party regarding features, functionality and performance of this Agreement.

Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.

5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.

Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. Customer and Authorized End Users shall not: (i) directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover, or recreate the source code, object code or underlying structure, ideas or algorithm of the Flock Services or any software provided hereunder; modify, translate, or create derivative works based on the Flock Services or any software provided hereunder, (ii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iii) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (iv) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (v) use the Flock Services for anything other than the Permitted Purpose; or (vi) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There are no implied rights.

5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations.

6. PAYMENT OF FEES

6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. To the Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

extent the Order Form is silent, Customer shall pay all invoices net thirty (30) days from the date of receipt. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days’ prior written notice to Customer of the payment delinquency before exercising any suspension right.

6.2 Notice of Changes to Fees. In the event of any changes to fees, Flock shall provide Customer with sixty (60) days notice (email sufficient) prior to the end of the Initial Term or Renewal Term (as applicable). Any such changes to fees shall only impact subsequent Renewal Terms.

6.3 Taxes. To the extent Customer is not a tax exempt entity, Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge Customer any taxes from which it is exempt. If any deduction or withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required.

7. TERM AND TERMINATION

7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for up to one (1) successive renewal term of one (1) Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

(“Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.

7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 10.1 and

11.6. 8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Customer must notify Flock’s technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock.

8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https:// www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that Flock is not liable Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

for any resulting impact to Flock Service, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware.

8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S SOLE REMEDY , AND FLOCK’S SOLE LIABILITY , WITH RESPECT TO DEFECTS. FLOCK

IS NOT LIABLE FOR ANY DAMAGES OR ISSUES ARISING FROM THIRD-PARTY DISTRIBUTIONS REQUESTED BY CUSTOMER. AFOREMENTIONED DISTRIBUTION IS AT CUSTOMER’S OWN RISK. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER

ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.

8.5 Insurance. Flock will maintain commercial general liability policies to be provided as Exhibit B.

8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY ,

FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND

EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY

SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED

THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY , PRODUCT LIABILITY , OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D)

FOR ANY INDIRECT, EXEMPLARY , INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR

REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH

AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/

OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT

GA VE RISE TO THE LIABILITY , IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY

OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 11.6. NOTWITHSTANDING ANYTHING TO

THE CONTRARY , THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I)

IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS.

Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees.

9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock’s installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees. Flock’s performance of this indemnity obligation shall not exceed the fees paid and/or payable for the services rendered under this Agreement in the preceding twelve (12) months.

10. INSTALLATION SERVICES AND OBLIGATIONS

10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have the right to enforce any other legal remedy or right.

Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer.

10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re- positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/ reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees.

10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C. Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation.

10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this Agreement, provided that Flock’s use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock’s obligations under this Agreement.

11. MISCELLANEOUS
Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

11.1 Compliance with Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s).

11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction.

11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer’s purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature.

Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.

11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in which the Customer is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Customer is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

11.7 Special Terms. Flock may offer certain special terms which are indicated in the Order Form and will become part of this Agreement, upon Customer’s prior written consent and the mutual execution by authorized representatives (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.

11.8 Publicity. Upon prior written consent, Flock has the right to reference and use Customer’s name and disclose the nature of the Services in business and development and marketing efforts.

Nothing contained in this Agreement shall be construed as conferring on any Party, any right to use the other Party’s name as an endorsement of product/service.

11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Customer or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation (“FAR”), section

2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.

11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing upon the Effective Date.

11.13 Conflict. In the event there
is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise.

11.14 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested. All notices will be provided to the email or mailing address listed in the Order Form.

11.15 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Customer under this Agreement which require the expenditure of public funds are conditioned on the availability of said funds appropriated for that purpose. To the extent applicable, Customer shall have the right to terminate this Agreement for non-appropriation with thirty (30) days written notice without penalty or other cost. .

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Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]
Customer NOTICES ADDRESS:

ADDRESS:

ATTN:

EMAIL:

Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

EXHIBIT B

INSURANCE
Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees. For the avoidance of doubt, (i) all required insurance limits by Customer can be met through a combination of primary and excess/umbrella coverage, and (ii) Flock’s Cyber and Professional Liability/Errors and Omissions insurance has a shared limit of Five Million Dollars (5,000,000) per incident and in the aggregate.

Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage;
(ii) Workers Compensation insurance in accordance with statutory limits; Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

(iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate;
(iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non-owned and hired automobile coverage; and (v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000).

Docusign Envelope ID: 7132472E-8317-465A-9BCB-E88DB116A8F2 Regular City Council Meeting - June 5, 2025

Regular City Council Meeting - June 5, 2025

Page | 1
120

STAFF REPORT
DATE: JUNE 5, 2025
TO: HO

NORABLE MAYOR AND CITY COUNCIL
FR
OM: ROD BUTLER, CITY MANAGER
SUBJ
ECT: AGENDA ITEM NO. 12.K
AUTHO
RIZATION TO ACCEPT THE 2024 -2025 ILLEGAL DISPOSAL

SITES ABATEMENT GRANT PROGRAM GRANT FROM THE STATE

DEPARTMENT OF RESOURCES RECYCLING AND RECOVERY

RECOMMENDATION
That
the City Council accept grant funds from the State Department of Resources Recycling and Recovery-2024-2025 Illegal Disposal Sites Abatement Grant Program

BACKGRO
UND
To ac
cept these funds the City Council is required to formally take action as outlined in this staff report.

The C
alifornia Department of Resources Recycling and Recovery (“CalRecycle”) is the state’s authority on recycling, waste reduction, and product reuse in California. On a regular basis, CalRecycle publishes grant opportunities for which the City of Jurupa Valley is eligible to receive.

On M
arch 19, 2025, CalRecycle announced the approval of the City of Jurupa Valley grant application in the amount of $250,000 to launch a clean-up effort targeting the Santa Ana River Bottom focused on actively contaminating materials such as automobiles , machinery, appliances and other materials at risk of leaking toxins and degrading the environment.

On N
ovember 7, 2024, the City Council approved a CalRecycle Grant Resolution which includes a three year authorization to November 6, 2027. The Resolution is a requirement from CalRecycle to be eligible to apply for grant opportunities.

RETURN TO AGENDA
Regular City Council Meeting - June 5, 2025

Page | 2

ANALYSIS

Staff has identified target areas within the Santa Ana River Bottom for the clean-up effort. It is anticipated that this clean-up effort will take significant planning in order to prepare for the removal of the identified target waste. Waste removal is targeted for early 2026.

This item is placed before the City Council for budgeting purposes only.

FINANCIAL IMPACT
The City will receive $250,000 from the California Department of Resources Recycling and Recovery. No local matching funds were required or proposed as part of this grant.

There will be no fiscal impact to the General Fund as a result of this action.

ALTERNATIVES

1. Provide alternate direction to Staff.

************************** SIGNATURES ON FOLLOWING PAGE *********************

Regular City Council Meeting - June 5, 2025

Prepared by: Reviewed by:

Kevin Ryan
Project Manager
Reviewed by:
� Susan Paragas
Finance Director
Reviewed by:
*Peter M. Thorson
City Attorney
Attachments:

None.
:::::::::., -=---= www.jurupavalley.org - ----- ---
Reviewed by:

Michael Flad
Assistant City Manager
Rod Butler
City Manager
Page I 3
Regular City Council Meeting - June 5, 2025

Regular City Council Meeting - June 5, 2025

STAFF REPORT
DATE: JUNE 5, 2025
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: ROD BUTLER, CITY MANAGER
BY: JOE PEREZ, ASSISTANT CITY MANAGER/COMMUNITY

DEVELOPMENT DIRECTOR
SUBJECT: AGENDA ITEM NO. 12.L
APP

ROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH
CIVIC SOLUTIONS, INC. FOR LAND USE PLANNING SERVICES

RECOMMENDATION
That the City Council authorize the City Manager to execute the proposed Professional Services Agreement with Civic Solutions, Inc. to provide planning services.

BACKGROUND
On July 1, 2012, the City and Civic Solutions, Inc. entered into an initial agreement in which Civic Solutions, Inc. would provide land use planning services. This agreement was extended by amendments on June 6, 2013, June 19, 2014, June 18, 2015, and June 16, 2016.

On April 19, 2018, the City Council approved a three-year Agreement with two, two-year extensions. This agreement expires on June 30, 2025.

ANALYSIS
Good public policy lends itself to periodically placing professional service agreements such as this out on the open market for solicitation of other firms that would be interested in providing these services. As a result, “Request for Proposals” ( RFP) was issued on April 28, 2025 and it includes specific requirements to qualify for consideration. These requirements included a detailed Scope of Work (SOW) to be performed, references of recent clients for similar work provided, qualification requirements for performing the Scope of Work, including familiarity with the City, and resumes of senior staff. The “Request for Proposals” (RFP) was posted on Planetbids which is the City’s electronic procurement system. Planetbids allows registered vendors to view the RFP and submit a proposal online. Currently, Planetbids have 3,219 registered vendors, and the RFP was viewed 210 times. The proposals were due on May 12, 2025 by 3:00 p.m. and the City received proposals from 14 firms. Table 1 presents the 14 firms and the services they provide.

RETURN TO AGENDA
Regular City Council Meeting - June 5, 2025

Page | 2

Table 1. Firms & Services
Firms Services Offered
4LEAF, Inc. 1. Advance Planning and Special projects
services;

2. Planning staff augmentation (current planning
only); and

3. Entitlement processing.

Ascent Environmental, Inc. 1. Environmental Planning Services CASC Engineering & Consulting, Inc. 1. Advance Planning and Special projects services;

2. Entitlement processing;

3. Environmental Planning Services; and

4. Urban Design Services.

Civic Solutions, Inc. 1. Advance Planning and Special projects services;

2. Planning staff augmentation;

3. Entitlement processing;

4. Environmental Planning Services;

5. Urban Design Services; and

6. Landscape Design Review Services.

Community Counterpart Services 1. Advance Planning and Special projects services;

2. Planning staff augmentation; and

3. Landscape Design Review Services.

CSG Consultings, Inc. 1. Advance Planning and Special projects services;

2. Planning staff augmentation;

3. Entitlement processing; and

4. Environmental Planning Services.

Regular City Council Meeting - June 5, 2025

Page | 3

Firms Services Offered
EPD Solutions 1. Advance Planning and Special projects
services;

2. Planning staff augmentation;

3. Entitlement processing;

4. Environmental Planning Services; and

5. Urban Design Services.

FirstCarbon Solutions 1. Environmental Planning Services Kimley-Horn and Associates, Inc. 1. Advance Planning and Special projects services;

2. Entitlement processing;

3. Environmental Planning Services; and

4. Urban Design Services.

Meridian Consultants, Inc. 1. Advance Planning and Special projects services;

2. Entitlement processing; and

3. Environmental Planning Services.

MNS Engineers, Inc. 1. Advance Planning and Special projects services;

2. Planning Staff Augmentation

3. Entitlement processing;

4. Environmental Planning Services; and

5. Urban Design Services.

PSOMAS 1. Environmental Planning Services
Sagebrest Planning + Environmental 1. Advance Planning and Special projects services;

2. Planning Staff Augmentation

3. Entitlement processing; and

4. Environmental Planning Services;
Van Dyke Landscape Architects 1. Landscape Design Review Services.

Regular City Council Meeting - June 5, 2025

Page | 4

After thoroughly reviewing all the proposals and interviewing the four highest ranked firms, an Agreement with Civic Solutions, Inc. is recommended. Their proposal was complete, requirements of the RFP were met, and the firm is qualified for the services to be provided.

Additionally, as the City’s current service provider, a wealth of historical knowledge of the City is retained within the Civic Solutions, Inc. personnel.

Over the course of the last approximately 13 years, Civic Solutions, Inc. has performed exceedingly well in providing these services that comprise the full range of current and advance planning including some of the following projects: a) development of the City’s first General Plan; b) Environmental Justice Element (second adopted in the State); c) approval of large projects such Shadow Rock community, Shops at Jurupa Valley, the District of Jurupa Valley, and Rio Vista Specific Plan; and d) other pending long range planning efforts such as the Pedley Town Center Plan, and the Major Corridors Plan.

Civic Solutions, Inc. continues to provide excellent service and expertise in the areas of responsibility under the contract. These areas include land use planning, entitlement services, long range planning, environmental planning and landscape design serv ices.

The technical aspects of this service, as applied to the City as a whole, demands a high level of sensitivity to the various aspects of the community and Civic Solutions, Inc. has adapted to this very well.

Below are additional reasons Civic Solutions, Inc. is recommended:
• No Conflicts of Interest : Civic Solutions, Inc. currently serve s only public agencies and does not accept contracts from private-sector development interests in any jurisdiction.
• Comprehensive Services: Civic Solutions, Inc. is the only firm that can provide all the requested services as shown in Table 1. The services that can be provided cover current and advance planning, staff augmentation, environmental review, landscape review, and urban design. Furthermore, this firm has housing specialists and GIS services available.
• Competitive Rates: Due to Civic Solutions` long standing relationship, they are able to offer the most competitive rates. Their range for rates is considerably below the rates of planning firms providing similar services. • Extensive Public Sector Expertise: Every member of their team brings deep experience working in and for public agencies, with a shared mission to improve communities.
• Historical Knowledge of the City: Civic Solutions, Inc. has worked with the City of Jurupa Valley for thirteen years and has extensive knowledge about the City including residents and businesses. Additionally, the firm has extensive knowledge of the City’s adopted plans and municipal code.
• Organizational Depth and Resilience: Civic Solutions is equipped to fully support the City’s planning needs through all phases of service delivery and in all subareas identified in the City’s RFP, even in the face of increased demand or shifting priorities.

Regular City Council Meeting - June 5, 2025

Page | 5

• Solution-Oriented Service: They align their work with the vision and goals of the City Council, always seeking practical, forward-thinking outcomes. • Continuity of Services: The Civic Solutions team offers the City a valuable combination of institutional memory, trusted relationships, and cost -effective performance. They bring deep understanding of the City’s foundational policies, development history, and evolving land use dynamics. This engagement would ensure seamless service delivery, consistency with CEQA and other laws, informed policy recommendations, the preservation of historical context, and sensitivity to local concerns. In addition, this contract would enable efficient coordination, minimize onboarding time, and maintain continuity through leadership transitions or procedural changes. Civic Solutions’ institutional knowledge would reduce ramp- up time and allow them to immediately contribute to critical planning tasks with effectiveness and efficiency. • Demonstrated Success in Obtaining Grants: Since 2020, Civic Solutions has successfully obtained nearly $1.3 million in grant funding for the City, providing critical resources for implementing advance planning projects aligned with City policy. These funds have significantly reduced the need to rely on the City’s General Fund, delivering meaningful budgetary savings.

Hourly Rates
As with any Professional Services agreement, consideration is given to determining the most qualified firm(s) prior to reviewing the cost proposals for determining the reasonableness of the costs for services to be provided. Review of the hourly rates for the proposed personnel have been determined to be reasonable for the services to be performed. Due to the long -standing and successful relationship with the City, Civic Solutions offered rates at the bottom of the proposed ranges during the first contract year.

The hourly rates of the top four firms were reviewed, and Civic Solutions’ fee schedule was reasonable for the services performed . Additionally, the hourly rates for planning positions that would typically perform the requested services are under the City’s hourly rate of $175 that is charged to applicants. The range is $105 - $170 between Planning Technician and Principal Planner. The other three firms’ hourly rates for similar positions are between $90 - $410. CSG Consultants’ fee range is $90 - $240, and Meridian’s fee range is $110 - $295. Kimley-Horn Associates’ fee range is $190 - $410.

Term
The term of the agreement is for three years commencing July 1, 2025 . As with the existing agreement, there is an option clause for two additional two-year extensions. The Agreement also provides for the City to terminate all , or any portion of the services , provided with a sixty-day notification.

FINANCIAL IMPACT
The estimated Fiscal Year 25/26 Civic Solutions’ budget for housi ng and planning is $1,494,912. The Planning budget is $1,206,912 and Housing Budget is $288,000. The total annual cost of services provided by Civic Solutions, Inc. for all planning services would be set on an an nual basis during the budgeting process for each fiscal year, and Regular City Council Meeting - June 5, 2025

Page | 6
based on the hourly rates established by the contract rates included in the contract. Each Budget cycle takes into consideration the anticipated workload for the upcoming fiscal year, anticipated staffing requirements to support the workload based on established workload execution goals, and anticipated revenues to suppport the workload. A significant portion of Civic Solutions, Inc.’s services will be offset by permit fees charged to applicants for processing entitlements or other permits (grading, building, final map, etc).

ALTERNATIVES

1. Recommended Action: That the City Council approve the Agreement with Civic Solutions, Inc. for Planning Services, and authorize the City Manager to execute the agreement.

2. Provide alternative direction to staff.

Prepared by: Submitted by:
_________________________ ___________________________
Joe Perez
Assistant City Manager/Community
Development Director
Rod Butler
City Manager
Reviewed by: Reviewed by:
___________________________ ___________________________ Susan Paragas Michael Flad
Finance Director Assistant City Manager
Reviewed by:
_________________
__________
Peter M. Thorson
City Attorney
Regular City Council Meeting - June 5, 2025

Page | 7
ATTACHMENTS:

1. Proposed Agreement with Civic Solutions, Inc
a. Exhibit A: Civic Solutions, Inc. Proposal and Scope of Work

2. Request for Proposals (RFP)
Regular City Council Meeting - June 5, 2025

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12774-0001\2868044v1.doc

AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF JURUPA

VALLEY AND CIVIC SOLUTIONS FOR THE PLANNING SERVICES
(PROFESSIONAL SERVICES)
THIS AGREEMENT is made and effective as of June 5, 2025, between the City of Jurupa Valley (“City”) and Civic Solutions, Inc., a California corporation (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. Term
This Agreement shall commence on July 1, 2025, and shall remain and continue in effect until tasks described herein are completed in accordance with the Scope of Services, but in no event later than June 30, 2028, unless sooner terminated pursuant to the provisions of this Agreement. The City Council may extend the term of this Agreement by mutual agreement for two (2) extensions of two years each.

2. Services
Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A.

3. Performance
Consultant shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement.

4. Payment
A. The City agrees to cause Consultant to be paid monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit A, Schedule of Fees and Payments, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This amount shall not exceed Three Hundred Ninety-Six Thousand One Hundred Forty-Five Dollars ($396,145.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement.

B. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Council.

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C. Consultant shall submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of consultant’s fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice.

5. Suspension or Termination of Agreement Without Cause A. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 4.

6. Default of Consultant
A. The Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant’s control, and without fault or negligence of the Consultant, it shall not be considered a default.

B. If the City Manager or their delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he or she shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

7. Ownership and Maintenance of Documents
A. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of Regular City Council Meeting - June 5, 2025

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City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City Manager, the necessary computer software and hardware for purposes of accessing, compiling , transferring and printing computer files.

8. Indemnification.

Consultant shall defend, hold harmless and indemnify the City, its elected officials, officers, employees, designated volunteers and those City agents serving as independent contractors in the role City officials (collectively “Indemnitees”) with respect to any and all claims, demands, damages, liabilities, losses, costs or expenses, including attorneys’ fees and costs of defense (collectively, “Claims” hereinafter), including but not limited to, Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to acts or omissions of Consultant or any of its officers, employees, subcontractors, or agents in the performance of this Agreement, except for such loss or damage arising from the negligence or willful misconduct of the City, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City’s choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant’s duty to defend pursuant to this Section shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions or Indemnitees.

9. Insurance Requirements.

A. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
1) Minimum Scope of Insurance. Coverage shall be at least as broad as:
a) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88.

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b) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable.
c) Worker’s Compensation insurance as required by the State of California and Employer’s Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker’s compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. d) Property Damage insurance covering risks of fire, water damage, vandalism, earthquake, flooding and other perils. e) Professional liability insurance shall be written on a policy form providing professional liability for the Consultant’s profession. 2) Minimum Limits of Insurance. Consultant shall maintain limits no less than:
a) General Liability: One million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability: One million dollars ($1,000,000) per accident for bodily injury and property damage.
c) Worker’s Compensation as required by the State of
California; Employer’s Liability: One million dollars ($1,000,000) per accident for bodily injury or disease.
d) Professional liability insurance in the amount of one million dollars ($1,000,000) per claim and in the aggregate. 3) Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions shall not exceed $25,000 unless otherwise approved in writing by the City Manager in their sole discretion.

B. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1) The City, its elected officials, officers, employees, designated volunteers and those City agents serving as independent contractors in the role City officials (“Additional Insured”) shall be covered as insured’s as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, Regular City Council Meeting - June 5, 2025

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hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the Additional Insureds. 2) For any claims related to this project, the Consultant’s insurance coverage shall be primary insurance as respects the Additional Insureds. Any insurance or self- insured maintained by the Additional Insureds shall be excess of the Consultant’s insurance and shall not contribute with it.
3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the Additional Insureds.
4) The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
5) Each insurance policy required by this clause shall be endorsed to state that the insurer shall endeavor to provide thirty (30) days’ prior written notice, by certified mail, return receipt requested, to the City prior to any action to suspend, void, cancel or otherwise reduce in coverage or in limits.
6) Within one (1) business day following receipt by Consultant of any notice correspondence or notice, written or oral, of an action or proposed action to suspend, void, cancel or otherwise reduce in coverage or in limits of the required insurance, Consultant shall notify City of such action or proposed action.

C. First Dollar Coverage. All policies required of Consultant must be written on a first-dollar coverage basis.

D. No Subrogation. All policies shall prohibit subrogation against the City, its elected officials, officers, employees, designated volunteers and those City agents serving as independent contractors in the role City officials.

E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements.

F. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by or acceptable to the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City’s forms, the Consultant’s insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

G. Modifications. City Manager may, with the consent of the City Attorney, waive the provisions of this paragraph or provided for other forms of insurance as may be Regular City Council Meeting - June 5, 2025

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necessary to enable the City to receive adequate insurance protection as contemplated in this section.

10. Independent Contractor
A. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City.

Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.

11. Legal Responsibilities
The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

12. Confidentiality; Release of Information
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization.

B. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.

13. Assignment
The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. City consents to the Regular City Council Meeting - June 5, 2025

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use of the sub-consultants described in Exhibit A to this Agreement provided the costs of such sub-consultants shall be borne by the Consultant and shall not exceed the costs described in Paragraph 5 of this Agreement.

14. General Provisions
A. Notices
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (I) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

To City: City of Jurupa Valley
8930 Limonite
Jurupa Valley, CA 92509
Attention: City Manager
To Consultant: Civic Solutions, Inc.
27362 Calle Arroyo
San Juan Capistrano, CA
Attention: Tom Merrell
B. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.

C. Governing Law; Venue
1) The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. 2) Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Jurupa Valley. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court’s judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.

D. Prohibited Interest. No officer, or employee of the City of Jurupa Valley who has participated in the development of this Agreement or its administration shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant’s sub-contractors, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City Council or Regular City Council Meeting - June 5, 2025

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City of Jurupa Valley has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the Consultant or Consultant’s sub- Consultants on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

E. Entire Agreement. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement, except for a professional services agreement for preparation of a Citywide Corridors Plan dated May 15, 2025 and a professional services agreement for preparation of the Rubidoux Town Center Plan dated February 6, 2025. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

F. Time is of Essence. In carrying out the provisions of this Agreement, both parties acknowledge and agree that time is of the essence.

G. Authority To Execute This Agreement. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF JURUPA VALLEY

Rod Butler, City Manager

ATTEST:

Evelyne Ssenkoloto
City Clerk

APPROVED AS TO FORM

Peter M. Thorson
City Attorney

Regular City Council Meeting - June 5, 2025

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CONSULTANT

By:

Name: __Thomas Merrell_________________
Title: President

By:

Name:

Title:

[NOTE: If Consultant is a corporation, the corporation must be represented by two individuals who shall execute this Agreement on behalf of the corporation as follows: (A) one from the corporation’s “Operational Group” (Chair of the Board, President, or a Vice-President) and; (B) one from the corporation's “Financial Group” (Secretary, Assistant Secretary, Chief Financial Officer, Treasurer or Assistant Treasurer). See California Corporations Code section 313. A corporate resolution designating an individual officer to execute agreements on behalf of the corporation will be accepted. If the Consultant is a limited liability company, then the managing member shall represent the Consultant and execute the Agreement on behalf of the limited liability company. If the Consultant is a partnership, the managing partner shall execute the Agreement on behalf of the partnership.]
Regular City Council Meeting - June 5, 2025

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EXHIBIT A

SCOPE OF SERVICES
Regular City Council Meeting - June 5, 2025