PROFESSIONAL CONSULTANT SERVICES AGREEMENT
HINDERLITER, DE LLAMAS & ASSOCIATES
Cannabis Management Services
THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT (" Agreement") is made and entered into this 15 day of February , 2022 (" Effective Date"), by and betweenthe CITY OF RIVERSIDE, a California chartercity andmunicipal corporation ("City"), and HINDERLITER, DE LLAMAS & ASSOCIATES, a California corporation (" Consultant").
1. Scope of Services. City agrees to retain and does hereby retain Consultant and Consultantagreesto provide the servicesmore particularly describedin Exhibit " A," " Scope of Services" (" Services"), attachedhereto and incorporated herein by reference, in conjunction with Cannabis Management Services (" Project").
2. Term. This Agreement shall be effective on the date first written above and shall remain in effect for one ( 1) year from the Effective Date of this Agreement, with a single option to extend for an additional two ( 2) year term, unless otherwise terminated pursuant to the provisions herein.
3. Compensation/ Payment. Consultant shall perform the Services under this Agreementfor thetotal sumnot to exceedTwenty -Five ThousandDollars ($25, 000. 00), payable in accordance with the terms set forth in Exhibit " B." Said payment shall be made in accordance with City' susualaccountingproceduresuponreceiptandapprovalof anitemizedinvoicesettingforth the servicesperformed. The invoices shall be delivered to City at the addressset forth in Section 4 hereof.
4. Notices. Any noticesrequiredto begiven, hereundershallbein writing andshallbe personallyservedor given by mail. Any noticegiven by mail shallbedeemedgivenwhendeposited in the UnitedStatesMail, certifiedandpostageprepaid, addressedto the partyto be servedas follows:
To City
Finance Department
City of Riverside
Attn: Edward Enriquez
3900 Main Street
Riverside, CA 92522
To Consultant
Hinderliter, DeLlamas & Associates
Attn: David McPherson
120 S. State College Blvd., Suite 200
Brea, CA 92821
5. Prevailing Wage. If applicable, Consultantandall subcontractorsarerequiredto pay thegeneralprevailingwageratesof perdiemwagesandovertimeandholidaywagesdeterminedby the Director of theDepartmentof IndustrialRelationsunderSection1720et seq. of the California LaborCodeandimplementedby ResolutionNo. 13346of theCity Councilof theCity of Riverside.
The Director' s determination is available on- line at
www. dir. ca.gov/ dlsr/ DPreWageDetermination. htm and is referred to and made a part hereof, the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully setforth herein.
6. Contract Administration. A designeeof theCity will beappointedin writing by the City Manageror DepartmentDirectorto administerthis Agreementonbehalfof City andshallbe referred to herein as Contract Administrator.
7. Standard of Performance. While performing the Services, Consultantshallexercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Metropolitan Southern California Area, and shall use reasonablediligence and bestjudgment while exercising its professional skill and expertise.
8. Personnel. Consultantshallfurnish all personnelnecessaryto performthe Services and shall be responsible for their performance and compensation. Consultant recognizes that the qualifications and experienceof the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit " C" attached hereto and incorporatedherein by this referenceandassignedto perform portions of the Servicesshall remain assignedthrough completion of the Services, unlessotherwise mutually agreedby the parties in writing, or causedby hardship or resignationin which casesubstitutesshall be subjectto City approval.
9. Assignment and Subcontracting. Neither party shall assignany right, interest, or obligationin or underthis Agreementto anyotherentity without prior written consentof the other party. In any event, no assignment shall be made unless the assigneeexpressly assumesthe obligations of assignor under this Agreement, in a writing satisfactory to the parties. Consultant acknowledgesthat any assignmentmay, at the City' s sole discretion, require City Manager and/or City Council approval. Consultant shall not subcontractany portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.
Subcontracts, if any, shallcontainaprovision making themsubjectto all provisionsstipulatedin this Agreement, including without limitation, the insurance obligations set forth in Section 12. The ConsultantacknowledgesandagreesthattheCity isanintendedbeneficiaryof anywork performed by anysubcontractorfor purposesof establishingaduty of carebetweenanysubcontractorandthe City.
10. Independent Contractor. In the performance of this Agreement, Consultant, and Consultant's employees, subcontractorsand agents, shall act in an independentcapacity as independentcontractors, andnot asofficers or employeesof the City of Riverside. Consultant acknowledgesand agreesthat the City hasno obligation to pay or withhold stateor federal taxesor to provide workers' compensation or unemployment insurance to Consultant, or to Consultant' s employees, subcontractors and agents. Consultant, as an independent contractor, shall be responsiblefor any and all taxesthat apply to Consultantasan employer. 0 11. Indemnification.
11. 1 Design Professional Defined. For purposes of this Agreement, " Design Professional" includesthe following:
A. An individual licensed as an architect pursuant to Chapter 3 commencing with Section 5500) of Division 3 of the Business and ProfessionsCode, anda businessentity offering architectural servicesin accordance with that chapter.
B. An individual licensed as a landscape architect pursuant to Chapter 3. 5 commencing with Section 5615) of Division 3 of the Business and ProfessionsCode, and a businessentity offering landscapearchitectural services in accordance with that chapter.
C. An individual registered as a professional engineer pursuant to Chapter 7 commencing with Section 6700) of Division 3 of the Business and ProfessionsCode, andabusinessentity offering professionalengineering services in accordance with that chapter.
D. An individual licensed as a professional land surveyor pursuant to Chapter 15 ( commencing with Section 8700) of Division 3 of the Business and Professions Code, and a business entity offering professional land surveying servicesin accordancewith that chapter.
11. 2 DefenseObligation For Design Professional Liability. Consultantagrees, at its costandexpense, to promptly defendthe City, andthe City' semployees, officers, managers, agentsand council members (collectively the "Parties to be Defended") from andagainstanyandall claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings to the extent the same arise out of, pertain to, or relate to the negligence, recklessnessor willful misconductof Consultant, or anyoneemployedby or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not causedin partby thenegligenceof anIndemnifiedParty. Consultantagreesto providethis defense immediatelyuponwritten notice from the City, andwith well qualified, adequatelyinsuredand experiencedlegalcounselacceptableto City. Consultantwill reimburseCity for reasonabledefense costs for claims arising out of Consultant's professional negligence basedon the percentageof Consultant' s liability. This obligation to defend as setforth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant' s Services under this Agreement.
11. 3 Indemnity For Design Professional Liability. Whenthe law establishesa professionalstandardof carefor Consultant's services, to the fullest extentpermittedby law, Consultantshallindemnify, protectandholdharmlesstheCity andtheCity' semployees, officers, managers, agents, and Council Members (" Indemnified Parties") from andagainstanyandall claim for damage, charge, lawsuit, action, judicial, administrative, regulatoryorarbitrationproceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fines and penalties, 3 liabilities or lossesof any kind or naturewhatsoeverto the extentthe sameariseout of, pertain to, or relateto the negligence, recklessnessor willful misconduct of Consultant, or anyoneemployedby or working under the Consultant or for services renderedto the Consultant in the performance of the Agreement, notwithstandingthatthe City may havebenefitedfrom its work or servicesandwhether or not causedin part by the negligenceof anIndemnified Party.
11. 4 Defense Obligation For Other Than Design Professional Liability.
Consultantagrees, at its costandexpense, to promptly defendtheCity, andthe City' semployees, officers, managers, agentsand council members (collectively the "Partiesto be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatoryproceedings, or otherlegalproceedingswhich ariseout of, or relateto, or arein anyway connected with: 1) the Services, work, activities, operations, or duties of the Consultant, or of anyoneemployedby or working underthe Consultant, or 2) anybreachof the Agreementby the Consultant. This duty to defend shall apply whether or not suchclaims, allegations, lawsuits or proceedingshavemerit or aremeritless, or which involve claims or allegationsthat any or all of the Partiesto beDefendedwereactively, passively, or concurrentlynegligent, or whichotherwiseassert that the Partiesto beDefendedareresponsible, in whole or in part, for any loss, damageor injury.
Consultantagreesto provide this defenseimmediately uponwritten notice from the City, andwith well qualified, adequatelyinsuredandexperiencedlegal counselacceptableto City. This obligation to defend assetforth herein is binding on the successors, assignsand heirs of Consultant and shall survive the termination of Consultant' s Services under this Agreement.
11. 5 Indemnity For Other Than DesignProfessionalLiability. Exceptastothe solenegligenceor willful misconduct of the City, Consultant agreesto indemnify, protect andhold harmlessthe IndemnifiedPartiesfrom andagainstanyclaim for damage, charge, lawsuit, action, judicial, administrative, regulatoryor arbitration proceeding, damage, cost, expense (including counselandexpertfees), judgment, civil fine andpenalties, liabilities or lossesof any kind or nature whatsoever whether actual, threatened or alleged, which arise out of, pertain to, or relate to, or are a consequenceof, or areattributable to, or are in any mannerconnectedwith the performanceof the Services, work, activities, operationsordutiesof theConsultant, or anyoneemployedbyorworking under the Consultant or for services rendered to Consultant in the performance of this Agreement, notwithstanding that the City may have benefited from its work or services. This indemnification provision shall apply to any acts, omissions, negligence, recklessness, or willful misconduct, whether active or passive, on the part of the Consultantor anyoneemployedor working undertheConsultant.
12. Insurance.
12. 1 General Provisions. Prior to the City' s execution of this Agreement, Consultantshallprovide satisfactoryevidenceof, andshallthereaftermaintainduring theterm of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurancepolicies and coveragesmay be modified in writing by the City' s Risk Manager or City Attorney, or a designee, unlesssuch modification is prohibited by law.
12. 1. 1 Limitations. These minimum amounts of coverage shall not constituteany limitation or capon Consultant's indemnificationobligationsunderSection11hereof.
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12.1.2 Ratings. Any insurancepolicy orcoverageprovidedby Consultantor subcontractors asrequired by this Agreement shall be deemedinadequateand a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transactinsurancebusinessin the Stateof California with apolicy holder'sratingof A or higherand a Financial Class of VII or higher.
12.1.3 Cancellation. The policies shall not be canceledunlessthirty ( 30) days' prior written notification of intendedcancellationhasbeengiven to City by certified or registered mail, postage prepaid.
12.1.4 Adequacy. The City, its officers, employeesand agentsmake no representationthatthetypesor limits of insurancespecifiedto becarriedby Consultantpursuantto this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage as Consultant deems adequate, at Consultant' s sole expense.
12. 2 Workers' Compensation Insurance. By executing this Agreement, Consultantcertifies that Consultant is aware of and will comply with Section 3700 of the Labor Codeof the Stateof California requiringeveryemployerto beinsuredagainstliability for workers' compensation, or to undertakeself-insurancebeforecommencinganyof thework. Consultantshall carry the insurance or provide for self-insurance required by California law to protect said Consultantfrom claimsunderthe Workers' CompensationAct. Prior to City' s executionof this Agreement, Consultantshallfile with City either1) a certificateof insuranceshowingthat such insurance is in effect, or that Consultant is self- insured for such coverage, or 2) a certified statement thatConsultanthasno employees, andacknowledgingthat if Consultantdoesemployanyperson, thenecessarycertificateof insurancewill immediatelybefiled with City. Any certificatefiled with City shall provide that City will begiven ten (10) days' prior written notice before modification or cancellation thereof.
12. 3 Commercial General Liability and Automobile Insurance. Priorto City' s executionof this Agreement, Consultantshallobtain, andshallthereaftermaintainduringthetermof this Agreement, commercial general liability insuranceand automobile liability insuranceas requiredto insureConsultantagainstdamagesfor personalinjury, including accidentaldeath, aswell asfrom claimsfor property damage, which may arisefrom or which may concernoperationsby anyonedirectlyor indirectly employedby, connectedwith, or actingfor or on behalfof Consultant.
The City, and its officers, employees and agents, shall be named as additional insureds under the Consultant' s insurance policies.
12.3.1 Consultant'scommercialgeneralliability insurancepolicy shallcover both bodily injury (including death) andproperty damage (including, but not limited to, premises operationsliability, products -completedoperationsliability, independentcontractor's liability, personal injury liability, and contractual liability) in an amount not less than $1, 000, 000 per occurrence and a general aggregate limit in the amount of not less than $ 2, 000, 000.
12.3.2 Consultant'sautomobileliability policyshallcoverbothbodilyinjury andproperty damagein an amount not lessthan $1,000, 000 per occurrence and an aggregate limit of not less than $ 1, 000, 000. All of Consultant's automobileand/or commercialgeneralliability insurance policies shall cover all vehicles used in connection with Consultant' s performance of this Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles, Consultant leased vehicles, Consultant' s employee vehicles, non -Consultant owned vehicles and hired vehicles.
12.3.3 Prior to City' s execution of this Agreement, copies of insurance policies or original certificatesalong with additional insuredendorsementsacceptableto the City evidencing the coveragerequired by this Agreement, for both commercial generaland automobile liability insurance, shallbefiled with City andshallincludetheCity andits officers, employeesand agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobileliability insurancepolicies, but shall includethefollowing provisions:
provisions:
It is agreedthat the City of Riverside, andits officers, employeesandagents, areaddedas additional insuredsunder this policy, solely for work doneby and on behalf of the named insuredfor the City of Riverside.
12.3.4 Theinsurancepolicy or policiesshallalsocomply with thefollowing a. The policy shall be endorsedto waive any right of subrogation against the City and its sub -consultants, employees, officers and agents for services performed under this Agreement.
b. If the policy is written on a claims made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services. The retroactive date of coverage must also be listed.
c. The policy shall specify that the insurance provided by Consultantwill beconsideredprimaryandnotcontributoryto any other insuranceavailable to the City and EndorsementNo. CG 20010413 shall beprovided to the City.
12. 4 Errors and Omissions Insurance. Prior to City' s execution of this Agreement, Consultantshall obtain, andshallthereaftermaintainduringthetermof this Agreement, errors and omissions professional liability insurance in the minimum amount of $ 1, 000, 000 to protect the City from claims resulting from the Consultant' s activities.
12. 5 Subcontractors' Insurance. Consultant shall require all of its subcontractors to carryinsurance, in anamountsufficientto covertherisk of injury, damageor lossthatmaybe caused by the subcontractors' scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: WorkersCompensation, Commercial General Liability, Errors and Omissions, and Automobile liability. Upon City' s request, Consultant shall provide City with satisfactory evidencethat Subcontractorshaveobtained insurancepolicies and coveragesrequiredby this section.
13. Business Tax. Consultant understands that the Services performed under this Agreement constitutes doing businessin the City of Riverside, andConsultant agreesthat Consultant will register for and pay a businesstax pursuant to Chapter 5.04 of the Riverside Municipal Code and keep such tax certificate current during the term of this Agreement.
14. Time of Essence. Time is of the essencefor each and every provision of this Agreement.
15. City' sRight to Employ Other Consultants. City reservesthe right to employ other Consultants in connection with the Project. If the City is required to employ another consultant to complete Consultant' s work, due to the failure of the Consultant to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Consultant.
16. Accounting Records. Consultant shall maintain completeandaccuraterecordswith respect to costs incurred under this Agreement. All such records shall be clearly identifiable.
Consultant shall allow a representativeof City during normal businesshours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three ( 3) years from the date of final payment under this Agreement.
17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant, except as otherwise directed by City' s Contract Administrator. Nothing furnished to Consultant which is otherwise known to the Consultant or is generally known, or has become known, to the related industry shall be deemed confidential.
Consultantshall not use City' s nameor insignia, photographsof the Project, or any publicity pertaining to the Servicesor the Project in any magazine, tradepaper, newspaper, television or radio production, website, or other similar medium without the prior written consent of the City. This provision shall survive the expiration or termination of this Agreement.
18. Ownership of Documents. All reports, maps, drawings and other contract deliverablespreparedunderthisAgreementby Consultantshallbeandremainthepropertyof City.
Consultant shall not releaseto others information furnished by City without prior expresswritten approval of City. This provision shall survive the expiration or termination of this Agreement.
19. Copyrights. Consultantagreesthat anywork preparedfor City which is eligible for copyright protection in the United Statesor elsewhereshall bea work madefor hire. If any such work is deemedfor any reasonnot to beawork madefor hire, Consultant assignsall right, title and interestin thecopyrightin suchwork, andall extensionsandrenewalsthereof, to City, andagreesto provide all assistancereasonably requested by City in the establishment, preservation and enforcementof its copyright in suchwork, such assistanceto be provided at City's expensebut without any additional compensation to Consultant. Consultant agrees to waive all moral rights relating to the work developed or produced, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on useor 7 subsequent modifications. This provision shall survive the expiration or termination of this Agreement.
20. Conflict of Interest. Consultant, for itself and on behalf of the individuals listed in Exhibit " C," representsandwarrantsthatby theexecutionof thisAgreement, theyhavenointerest, presentor contemplated, in theProjectaffectedby theabove-describedServices. Consultantfurther warrantsthatneitherConsultant, northeindividualslistedin Exhibit "C" haveanyrealproperty, businessinterestsor incomeintereststhatwill beaffectedbythisprojector, alternatively, that Consultantwill file with theCity anaffidavit disclosinganysuchinterest.
21. Solicitation. ConsultantwarrantsthatConsultanthasnotemployedorretainedany personor agencyto solicit or securethis Agreement, nor hasit enteredinto any agreementor understanding for a commission, percentage, brokerage, or contingent fee to be paid to securethis Agreement. For breach of this warranty, City shall have the right to terminate this Agreement withoutliabilityandpayConsultantonlyforthevalueof workConsultanthasactuallyperformed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Consultant the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
22. GeneralComplianceWith Laws. Consultantshallkeepfully informedof federal, stateandlocallawsandordinancesandregulationswhichinanymanneraffectthoseemployedby Consultant, or in any way affect the performanceof servicesby Consultantpursuantto this Agreement. Consultantshallatall timesobserveandcomplywith all suchlaws, ordinancesand regulations, andshall be solelyresponsiblefor any failure to complywith all applicablelaws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained all necessarylicensesto performtheScopeof Servicesandthatsuchlicensesarein goodstanding.
Consultant further representsand warrants that the services provided herein shall conform to all ordinances, policies and practices of the City of Riverside.
23. Waiver. Noactionorfailureto actbytheCity shallconstituteawaiverofanyright or dutyaffordedCity underthisAgreement, nor shallanysuchactionor failureto actconstitute approvalof or acquiescencein anybreachthereunder, exceptasmaybespecifically, providedinthis Agreementor asmaybeotherwiseagreedin writing.
24. Amendments. This Agreementmaybe modifiedor amendedonly by a written agreementand/or changeorderexecutedby the ConsultantandCity.
25. Termination. City, by notifying Consultantin writing, shall havethe right to terminateanyorall of Consultant'sservicesandworkcoveredbythisAgreementatanytime. Inthe eventof suchtermination, Consultantmay submitConsultant'sfinal written statementof theamount of Consultant' s services as of the date of such termination based upon the ratio that the work completedbearstothetotalworkrequiredtomakethereportcomplete, subjecttotheCity'srights underSections15and26hereof. In ascertainingtheworkactuallyrenderedthroughthetermination date, City shallconsidercompletedwork, work in progressandcompleteandincompletereportsand otherdocumentsonly afterdeliveredto City.
25. 1 Otherthanasstatedbelow, City shallgive Consultantthirty (30) days' prior written notice prior to termination.
25. 2 City may terminate this Agreement upon fifteen ( 15) days' written notice to Consultant, in the event:
Agreement; or
25.2.1 Consultant substantially fails to perform or materially breachesthe
25.2.2 City decidesto abandon or postpone the Project.
26. Offsets. Consultantacknowledgesandagreesthat with respectto anybusinesstax or penaltiesthereon, utility charges, invoiced fee or other debtwhich Consultantowesor may owe to the City, City reservesthe right to withhold and offset said amounts from payments or refunds or reimbursementsowedby City to Consultant. Noticeof suchwithholding andoffset, shallpromptly begiven to Consultantby City in writing. In the eventof adisputeasto the amountowedorwhether suchamount is owed to the City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.
27. Successors and Assigns. This Agreement shall be binding upon City and its successors and assigns, and upon Consultant and its permitted successors and assigns, and shall not be assignedby Consultant, either in whole or in part, except asotherwise provided in paragraph9 of this Agreement.
28. Venue. Any action at law or in equity brought by either of theparties heretofor the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court, County of Riverside, Stateof California, and the parties hereby waive all provisions of law providing for a changeof venuein suchproceedingsto anyothercounty. In theeventeitherparty heretoshallbringsuit to enforceanytermof this Agreementor to recoveranydamagesfor andon accountof the breachof any term or conditionof this Agreement, it is mutually agreedthat each party will beartheir own attorney's feesandcosts.
29. Nondiscrimination. During Consultant'sperformanceof this Agreement, Consultant shall not discriminate on the groundsof race, religious creed, color, national origin, ancestry, age, physical disability, mentaldisability, medicalcondition, including themedicalconditionof Acquired Immune Deficiency Syndrome (AIDS) or any condition relatedthereto, marital status, sex, genetic information, gender, genderidentity, genderexpression, or sexualorientation, military andveteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code.
Further, Consultant agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
30. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/ or restriction, in whole and/ or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, suchprovision or part thereof shall be severedfrom this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect.
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31. Authority. The individualsexecutingthis Agreementandtheinstrumentsreferenced hereinon behalfof Consultanteachrepresentandwarrantthattheyhavethelegalpower, right and actual authority to bind Consultant to the terms and conditions hereof and thereof.
32. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statementof the terms of the agreementbetweenthe partiespertaining to the subjectmatter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neitherpartyhasbeeninducedto enterintothis Agreementby andneitherpartyis relying on, any representationor warranty outside those expressly setforth in this Agreement.
33. Interpretation. City and Consultant acknowledge and agreethat this Agreement is the product of mutual arms -length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement.
33. 1 Titles andcaptionsarefor convenienceof referenceonly anddo not define, describeor limit thescopeor theintentof theAgreementor anyof its terms. Referenceto section numbers, areto sectionsin the Agreementunlessexpresslystatedotherwise.
33. 2 This Agreement shall be governed by and construedin accordancewith the laws of the State of California in effect at the time of the execution of this Agreement.
33. 3 In the event of aconflict betweenthebody of this AgreementandExhibit " A" Scopeof Serviceshereto, thetermscontainedin Exhibit "A" shallbecontrolling.
34. Exhibits. The following exhibits attachedhereto are incorporated herein to this Agreement by this reference:
Exhibit " A" - Scope of Services
Exhibit " B" - Compensation
Exhibit " C" - Key Personnel
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IN WITNESS WHEREOF, City and Consultanthavecausedthis Agreementto be duly executedthe day and year first above written.
CITY OF RIVERSIDE, a California
charter city and municipal corporation
By •AIZelinka 2213: 55 PST'.
City Manager
Attest:
City Clerk
Certified asto Availability of Funds:
By:
Chief Financial Officer
Approved as to Form:
Senior Deputy City Attorney
21- 1641 RBK 1/07/ 22
11 HINDERLITER, DE LLAMAS &
ASSOCIATES, a California corporation
AAewNi( / r
By: R. AndrewNickerson (Jan18, 20221623PST)
R. Andrew Nickerson
Printed Name]
President/ CEO
Title]
Acj' Vaa
By:
Richard Park
Printed Name]
CFO
Title]
EXHIBIT " A"
SCOPE OF SERVICES
Proposal for Cannabis Management Services
for the City of Riverside December 15, 2021
II. PROPOSED SCOPE OF SERVICES
Section 19. 342. 010 of the Riverside Municipal Code ( RMC) establishes a prohibition on all commercial and non- commercial cannabis processing, delivery, cultivation, sale and distribution within the City. This prohibition specifically exempts cannabis testing laboratories, which are allowed and regulated under Chapter 5.77; Cannabis Testing Laboratories.
The City anticipates that there may be interest in re-examining the current prohibition on other cannabis business types over the course of the next year, and is seeking technical assistance and subject matter expertise to help guide discussion and consideration of options for amending the current ordinance to allow, permit and regulate additional cannabis business types, as well as developing a cannabistax measureto be placed beforethe voters as a means of generating additional revenues for the City.
To aid in this discussion, City staff is requesting a scope of work from HdL to provide attendance and support at a number of public meetings or workshops, to develop a draft cannabis regulatory ordinance, cannabis tax ordinance and associated ballot measure, and to provide additional hours of technical assistance and subject matter expertise to be used as needed or requested by the City. These objectives are described in more detail below.
Obiective 1: Attendance. Support or Presentations at Meetings or Workshops HdL shall provide attendance or presentationsat up to 5 meetings or workshops to help inform discussion and development of a potential cannabis ordinance and associated regulatory program, as well as cannabis tax measure to be placed before the voters. It is anticipated that this objective may include attendance and support at a number of meetings of the City Council to provide policy direction, to review the draft regulatory ordinance, and to discuss a cannabis tax measure, as well as support at a Planning Commission hearing and attendance at a public workshop to gather input or to present the draft regulatory and tax program to the community.
A presentation at a public meeting of the City Council to provide an overview of what a regulated cannabis industry might look like for the City, including revenue projections.
This meeting would also provide an opportunity for the City Council to provide policy direction to staff for development of a regulatory ordinance.
Attendance and support at a Planning Commission hearing to present the draft cannabis regulatory ordinance and to answer any questions.
Attendance and support at the first reading of the draft cannabis regulatory ordinance before the City Council.
Attendance and support at a meeting of the City Council for discussion and consideration of a cannabis tax ordinance and associated ballot measure.
Attendance and presentation at a community workshop which could be used to gather public input or to present the draft cannabis regulatory and tax program to the community.
HdP Companies 3
Proposal for Cannabis Management Services
for the City of Riverside December 15, 2021
The use and scheduling of all of these meetings would be determined in consultation with City staff. This objective assumes that all meeting attendance would be virtual. Physical attendance would incur an additional travel charge.
Objective 2: Develop Draft Cannabis Regulatory Ordinance HdL shall develop a draft commercial cannabis regulatory ordinance that is consistent with State laws and reflects industry best practices. HdL will work with City staff to identify local concerns and priorities, including land use issues and sensitive uses, and to design appropriate regulatory processes and mitigations as necessary to protect the health, safety and welfare of the community. The ordinance will allow the City to specify the number and types of businesses to be permitted, application and renewal procedures, location requirements, site security measures, inspections and enforcement protocols, operational procedures, and other requirements specific to each allowable type of cannabis business.
Objective 3: Develop Draft Cannabis Tax Ordinance
HdL shall develop a draft commercial cannabis tax ordinance to generate City revenues from licensed cannabis businesses. The ordinance will set maximum tax rates for each type of cannabis business permitted by the City and will allow the City Council to set the rates as desired up to the maximum rate. The ordinance shall also specify the schedule and procedures for remitting taxes and shall allow the City to conduct audits of cannabis businesses to ensure they are reporting and remitting the proper amounts of revenue.
HdL shall also provide the ballot resolution as necessary to place the tax measure on the ballot and shall provide revenue projections as required for the ballot statement.
HdL will provide up to 10 hours of general consulting to be utilized on an as -needed basis at the City's request. Such assistance may include technical assistance, subject matter expertise, education, monitoring of changes to State laws and regulations, participation in conference calls, respondingto staff inquires via phone and email, reviewing staff reportsto the City Council, assisting with responses to inquiries from the public, or other issues yet to be determined as requested by the City.
HdL© Companies 4
EXHIBIT " B"
COMPENSATION
Proposal for Cannabis Management Services
for the City of Riverside
III. COST
December 15, 2021
The proposed services are broken down into specific line items in the cost table below. This proposal does not include any additional items that are not contemplated by this scope of services. Any additional services requested by the City will be billed at HdL's hourly rate.
Prices are valid for 90 days from the date of this proposal to allow time for consideration and negotiating a service agreement. Once under contract, prices shall be honored for the first full year, with successive years subject to an annual increase based upon the Consumer Price Index for the Los Angeles -Long Beach -Anaheim region.
Scope pf Service Ol jrct%re Estilrtaited
Objective 1: Attendance or Presentations at Meetings or Workshops Assumes 5 remote meetings @ $ 1,500 each
Objective 2: Develop Draft Cannabis Regulatory Ordinance 7, 500
7, 500
Objective 3: Develop Draft Cannabis Tax Ordinance 7, 500 Objective 4: Technical Assistance and Subject Matter Expertise Assumes 10 hours at $ 250/ hr
2, 500
Travel ( if and as needed for meeting attendance) 300
per day
TOTAL NOT TO EXCEED 25, 000
All City costs may be fully recoverable from applicants or permittees Drafts and Final Work Products
All work products assume one initial draft for review and comment, one iterative draft to incorporate any desired changes, and one final draft for presentation or publication. Additional drafts requested by the client may result in additional charges at HdL's hourly rate.
HdP Companies
EXHIBIT " C"
KEY PERSONNEL
David McPherson, Compliance Director
Matt Eaton, Deputy Compliance Director
Ajay Kolluri, Deputy Director of Policy and Audits
Mark Lovelace, Senior Policy Advisor
David Ross, Senior Compliance Inspector
Michelle Shaw, Compliance Inspector
Jeff Burris, Background Investigator/ Compliance Inspector Elizabeth Eumurian, Senior Auditor
Valerie Carter, Auditor
Eric Magana, Auditor
Odette Mikhail, Auditor
Tao Lu, Auditor
Teresa Schneider, Background Investigator/ Compliance Inspector Cheryl Lee - Steele, Business Application Reviewer
Lisa Davis, Business Application Reviewer
Kristi Lervold, Administrative Assistant
Internal Use Only
DEPARTMENT HEAD APPROVAL FORM
Contracts/ Agreements
DATE: 1/ 19/ 2022 PARTIES: HdL COMPANIES
PROJECT DESCRIPTION: Cannabis Management Services
SCOPE OF CONTRACT/ SERVICE:
IF AN AMENDMENT, REASON FOR AMENDMENT ( e. g., more time needed, additional scope added, extension permitted from original contract, etc.):
DEPARTMENT: FINANCE DEPT. HEAD APPROVAL.
BUDGET ACCOUNT ( GL Key and Object):
7211200- 450247
CIO APPROVAL*:
N/ A: NEMS, grants, deeds, Property/ Easement Purchase/ Sale agreements, Disposition/ Development agreements) PROCUREMENT:
Verification that procurement of goods, services, construction, etc., was done in con- junction with the City' s purchasing policies and procedure:
Formal Procurement ( Bid #, RFP #, panel etc.):
Informal Procurement ( 3 quotes, singe/ sole source, under non- bidding threshold, etc.): Single Source- Purchasing Resolution 23812 Section 702(d) Emergency Procurement ( date, event, etc.):
Requisition Number:
Y220580
Date Approved by City Council/ Board:
wt2 1/ 24/ 2022
Purchasing Division Validation: Date:
Budget Office Notes:
Effective: NTP - 2 years; NTE: $ 25, 000; YTD Available: $ 54, 149. 77 as of 01/ 24/ 21 PurchasingNates:
Please allow 2 - 3 full business days for the Department Head Approval Form to route digitally before initiating digital contract signature process. Check DHA form progress though the audit feature.
CITY COUNCIL
HOUSING AUTHORITY
MINUTES
j TUESDAY, MAY 18, 2021, 1 P. M.
VIRTUAL MEETING
Cityq'Arts& Innovation
PUBLIC COMMENT IN PERSON/ TELEPHONE
ART PICK COUNCIL CHAMBER
3900 MAIN STREET
and economic impacts of an inclusionary housing program for $ 73, 000 with a contingency of $ 7,300 for a total budget of $ 80, 300 for a one year term with an option to Extend for one additional one year period; ( 3) authorized the Executive Director, or designee, to execute the Professional Consultant Services Agreement with Economic find Planning Systems, Inc., including making any minor non -substantive changes.
AGREEMENT AMENDMENT - STATE LOBBYIST SERVICES
1he City Council ( 1) approved the Fourth Amendment to Professional Consultant Services agreement with Arc Strategies, LLC, for State Lobbyist Services in the amount of $ 80, 000 annually; and ( 2) authorized the City Manager, or his designee, to execute the Fourth mendment to Professional Consultant Services Agreement with Arc Strategies, LLC, i,icluding making minor and non -substantive changes, and to execute the remaining optional one- year extension in the amount of $ 80,000 annually.
DESIGNATION OF PARTIES AUTHORIZED TO EXAMINE SALES AND USE TAX RECORDS -
RESOLUTION
1he City Council ( 1) adopted a Resolution designating Hinderliter, De Llamas and Associates and certain City officials and employees as the authorized City representatives to examine sales and use tax records and repealing Resolution Nos. 1449, 17297, 22482, and 23138; and ( 2) authorized the City Manager or Chief Financial Officer/ City Treasurer to execute any documents required to effectuate the resolution; whereupon, the title having been read and further reading waived, Resolution No. 23708 of the City Council of the City of Riverside, California, Designating Hinderliter, De Llamas and Associates, and Certain City Officials and Employees, as Authorized City Representatives to Examine Sales and Use Tax Records, and Repealing Resolutions No. 1449, 17297, 22482, and 23138, was presented and adopted.
BID 7798 - FIRST RESPONDER PERSONAL PROTECTIVE EQUIPMENT - SUPPLEMENTAL
APPROPRIATION - FUNDS TRANSFER
The City Council ( 1) awarded Bid 7798 for Personal Protective Equipment to multiple endors for a total cost of $ 79, 978. 80; ( 2) with at least five affirmative votes, authorized a transfer in the amount of $ 7, 270. 80 from Special Deposits Fund to Grants and Restricted Programs Fund; ( 3) with at least five affirmative votes, authorized increase in revenue and appropriated expenditures in an equal amount of $ 79, 978. 80 in the Grants and Restricted Programs Fund AFG Program- COVID- 19; and ( 4) authorized the City Manager, or his 106- 321
o® CERTIFICATE OF LIABILITY INSURANCE
DATE( MMIDD/ YYYY)
5/ 25/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement( s).
PRODUCER
Woodruff Sawyer
2 Park Plaza, Suite 500
Irvine CA 92614
CONTACT
NAME: Audre Curtis
E FAX
PHONExt): Ne: 949. 476. 3118N E: 949. 435. 7345 A/ c
nDRESS: acurbs@_woodruffsamyer.com
INSURERS AFFORDING COVERAGE NAIC S
Y
INSURERA: National Fire Insurance Company of Hartford 20478 6056953483
INSURED HDLCOMP-01 INSURERB: ContinentalInsuranceCompany 35289 Hinderliter de Llamas & Associates
HdL ; Software, LLC. INsuRERc: Continental Casualty Company 20443 INSURERD: Lloyds of London120 S State College Blvd., Suite 200 INSURERE: Federal Insurance Company 20281Brea CA 92821
INSURERF: Valley Fore Insurance Company 20508
rC% Vi' RAr: FC CFRTIFICATP NIIMRFR- 11n9QRA3M REVISION NUMBER:
THIr. IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD IND DATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXf' LUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTRVWD TYPE OF INSURANCE
ADDL SUER
POLICY NUMBER
MWDDY
EFF
MMNDEXP LIMITS
F COMMERCIAL GENERAL LIABILITY Y Y 6056953483 5/ 26/ 2021 5/ 26/ 2022 EACH OCCURRENCE $ 1, 000, 000
CLAIMS - MADE OCCUR
DAGE TO_
PRREM SES EaEoccurrence $ 1,000, 000
MED EXP (Any one person) $ 15, 000
PERSONAL & ADV INJURY $ 1,000, 000
EN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2, 000, 000 PRODUCTS - COMP/ OP AGG $ 2, 000, 000PRO - POLICY POLICY LOC OTHER:
A AJTOMOBILELUIBILITY Y Y 6056953466 5/ 26/ 2021 5/ 26/ 2022 COMBINED SINGLE LIMIT $ 1,000, 000Ea accident BODILY INJURY ( Per person) $ ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED X NON -OWNEDAUTOS ONLY AUTOS ONLY
BODILY INJURY ( Per accident) $
PROPERTYDAMAGE $
Per accident
B UMBRELLA LIAB X OCCUR 6056953502 5/ 26/ 2021 5/ 26/ 2022 EACH OCCURRENCE $ 5, 000, 000 AGGREGATE $ 5, 000, 000EXCESS LIAB CLAIMS - MADE
DED X RETENTION $ 1nnnn
B
B
WORKERS COMPENSATION
AVD EMPLOYERS' LIABILITY Y / N
ANYPROPRIETOR/ PARTNER/ EXECUTIVE
Y 6056953497
6056677063
5/ 26/ 2021
5/ 26! 2021
5/ 26/ 2022
5/ 26/ 2022
X PER OTH-
PERER
E. L. EACH ACCIDENT $ 1, 000, 000
O= FICER/ MEMBEREXCLUDED?
Mandatory in NH)
N/ A
E.L. DISEASE - EA EMPLOYEE $ 1,000, 000
E. L. DISEASE - POLICY LIMIT $ 1,000, 000
If yes, describe under
D_ SCRIPTION OF OPERATIONS below
D
C
E
Professional Liability/Claim Made
Cyber Liability
Cnme
MPL1007921
6078657761
82556901
5/ 26/ 2021
5/ 26/ 2021
5/ 26/ 2021
5/ 26/ 2022
5/ 26/ 2022
5/ 26/ 2022
Each Claim/ Aggregate $ 2, 000, 000
Cyber Limit $ 2, 000, 000
CnmeLimit $ 1,000, 000
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) The City of Riverside, their officersand employeesare includedas additionalinsuredto the extentprovidedin the attachedforms.
Waiver of Subrogation applies to the extent of the attached forms and as permitted by law.
Notice of Cancellation included to the extent provided in the attached forms.
CFRTIFICATF HOLDER CANCELLATION
1988- 2015 ACORD CORPORATION. All rights reserved.
ACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
City of Riverside, their officers and employees
3900 Main Street AUTHORIZEDREPRESENTATNE
Riverside, CA 92522
1988- 2015 ACORD CORPORATION. All rights reserved.
ACORD25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:// 56953466
COMMERCIAL AUTO
CA 04441013
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US ( WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
Named Insured: HindediterdeLlamas & Associates
Endorsement Effective Date: 5/ 25/ 2021
SCHEDULE
Name( s) Of Person( s) Or Organization ( s):
City of Riverside, their officers and employees
3900 Main Street
Riverside„ CA 92522
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the
person( s) or organization( s) shown in the Schedule,
but only to the extent that subrogation is waived prior to the " accident" or the ' loss" under a contract with that person or organization.
CA 04 4410 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1