Cities Index.
Agenda packet

Lake Elsinore City Council
March 25, 2025

Document
Agenda packet
Meeting
March 25, 2025
Body
Lake Elsinore City Council
Pages
35
Original file
71.6 MB
Text extracted from the city's file for reading and search. Open the original on lakeelsinore.primegov.com. That file is the official record.

Discussion
The City has contracted with WSP since 2020 for monthly water sampling and cyanotoxin monitoring to maintain safe water quality for public swimming and recreation. Cyanotoxins, produced by certain cyanobacteria associated with algal blooms, pose potential health risks, making regular monitoring essential. In October 2024, two senior scientists left WSP to join GEI Consultants, leading to a noticeable decline in WSP's service quality and technical expertise.

To support the ongoing implementation of the 2023 Lake Management Plan, additional permits from the Santa Ana Water Quality Control Board will be required, along with monitoring and reporting that require expertise with the local and state water board. It's recommended that an On-Call Professional Services Agreement with Blankinship & Associates, Inc.

Fiscal Impact
Funding costs are included in the Fiscal Year 2024/2025 Measure Z Budget.

Attachments
Attachment 1 - Agreement with GEI Consultants
Exhibit A - GEI Consultants Proposal
Attachment 2 - Agreement with Blankinship & Associates
Exhibit A - Blankinship & Associates Proposal
City Manager's Office

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AGREEMENT FOR PROFESSIONAL SERVICES
GEI Consultants, Inc.

Lake Water Testing
This Agreement for Professional Services (the “Agreement”) is made and entered into as of March 25, 2025, by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and GEI Consultants, Inc., a corporation ("Consultant").

RECITALS
A. The City has determined that it requires the following professional services:

Lake Water Testing
B. Consultant has submitted to City a proposal, dated March 14, 2025, attached hereto as Exhibit A (“Consultant’s Proposal”) and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement.

C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein.

D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement.

AGREEMENT

1. Scope of Services. Consultant shall perform the services described in Consultant’s Proposal (Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant’s Proposal, subject to the direction of the City through its staff that it may provide from time to time.

2. Time of Performance.
a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant’s Proposal (Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Consultant’s Proposal (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the City Manager.
c. Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect for a period commencing on March 25, 2025

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and ending June 30, 2027. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed 2 additional twelve (12) month renewal terms by giving written notice thereof to Consultant not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager.

3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultant's Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant's annual compensation exceed seventy thousand dollars ($70,000.00) without additional written authorization from the City.

Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge.

Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

4. Method of Payment. Consultant shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Consultant’s bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Consultant provides services. Consultant’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Consultant no later than forty-five (45) days after receipt of the monthly invoice by City staff.

5. Background Checks. At any time during the term of this Agreement, the City reserves the right to make an independent investigation into the background of Consultant’s personnel who perform work required by this Agreement, including but not limited to their references, character, address history, past employment, education, social security number validation, and criminal or police records, for the purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons or property in and around the vicinity of where the services will be rendered or City Hall. If the City makes a reasonable determination that any of Consultant’s prospective or then current personnel is deemed objectionable, then the City may notify Consultant of the same. Consultant shall not use that personnel to perform work required by this Agreement, and if necessary, shall replace him or her with a suitable worker.

6. Suspension or Termination.
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 such 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 entitled “Method of Payment” herein.

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7. Plans, Studies, Documents.
a. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. City shall have sole determination of the public’s rights to documents under the Public Records Act, and any third- party requests of Consultant shall be immediately referred to City, without any other actions by Consultant.
b. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. c. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs relating to project for which Consultant’s services are rendered, or any publicity pertaining to the Consultant’s services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

8. Consultant’s Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement.

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b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant’s representatives, or Consultant’s successor-in-interest.

9. Independent Contractor.
a. Consultant is and shall at all times remain as to the City a wholly independent contractor pursuant to California Labor Code Section 3353. 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, or agents 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 whatsoever against City, or bind City in any manner. b. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary and except for the fees paid to Consultant as provided in the Agreement, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11. Interests of Consultant. Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered

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by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.

Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a. will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).)

12. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’s field of expertise.

13. Compliance with Laws.
a. Consultant shall comply with all local, state and federal laws and regulations applicable to the services required hereunder, including any rule, regulation or bylaw governing the conduct or performance of Consultant and/or its employees, officers, or board members.
b. Consultant represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license.

14. Licenses. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license.

15. Indemnity. Consultant shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of

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law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

16. Insurance Requirements.
a. Insurance. Consultant, at Consultant’s own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager, the following insurance policies.
i. Workers’ Compensation Coverage. Consultant shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker’s Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney.
ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage.

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iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence.

Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage.
iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance appropriate for Consultant’s profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant’s services under this Agreement, whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language:
i. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers’ Compensation, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager and City Attorney, are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages.
ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers.

Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.

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c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein.

Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.

17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Consultant: GEI Consultants, Inc.

Attn: John Rudolph
5901 Prestly Drive, Suite 301
Carlsbad, CA 92008

18. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.

19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

20. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees.

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21. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

22. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects.

Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non-payment of prevailing wages under California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement.

25. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

26. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside.

27. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to

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make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement.

28. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire understanding between the parties relating to the obligations described herein. All prior or contemporaneous understandings, agreements, representations and statements, oral or written, are superseded in total by this Agreement and shall be of no further force or effect. Consultant’s Proposal is incorporated only for the description of the scope of services and/or the schedule of performance and no other terms and conditions from such proposal shall apply to this Agreement unless specifically agreed to in writing. In the event of conflict, this Agreement shall take precedence over those contained in the Consultant’s Proposal.

30. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. [Signatures on next page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Assistant City Manager
“CONSULTANT”
GEI Consultants, Inc., a corporation
By: John Rudolph
Its: Senior Aquatic Scientist
Attachments: Exhibit A – Consultant’s Proposal
Exhibit B – List of Subcontractors

EXHIBIT A

EXHIBIT A
CONSULTANT’S PROPOSAL
[ATTACHED]

EXHIBIT B

EXHIBIT B

LIST OF SUBCONTRACTORS
[ATTACHED]

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March 14, 2025

Adam Gufarotti
City of Lake Elsinore
130 Main Street
Lake Elsinore, CA 92530

SUBJECT: CITY OF LAKE ELSINORE ON-CALL MONITORING & CONSULTING

GEI Consultants is pleased to submit this scope of work to provide on-call environmental monitoring and consulting services to the City of Lake Elsinore. Our team of experienced environmental professionals is committed to delivering high-quality services that support the City's efforts to maintain and enhance its natural resources. Our team consists of highly qualified environmental scientists, biologists, and regulatory experts with extensive experience in lake environmental monitoring and consulting. We are dedicated to providing the City of Lake Elsinore with the highest level of service and expertise.

SCOPE
The primary objectives of this scope of work are to:
 Provide expert consulting services to support the City's environmental management and regulatory compliance efforts.
 Conduct as-needed environmental monitoring to assess the water quality and health of the lake.  Assist in the development of studies and strategies to help improve lake water quality.  Comprehensive analysis of monitoring data to identify trends and areas of concern.  Deliver timely and accurate reports and recommendations based on monitoring data.

GEI Consultants appreciates this opportunity to provide this service. As always, if any questions please do not hesitate to contact me at 858-243-8158.

Sincerely,

John Rudolph
GEI Consultants
Senior Aquatic Scientist

ENVIRONMENTAL PLANNING SCHEDULE AND PAYMENT TERMS

2025 West Environmental Fee Schedule

FEE SCHEDULE
Hourly Billing Rate
Personnel Category $ per hour
Staff Professional – Grade 1 $ 108
Staff Professional – Grade 2 $ 127
Project Professional – Grade 3 $ 141
Project Professional – Grade 4 $ 166
Senior Professional – Grade 5 $ 197
Senior Professional – Grade 6 $ 227
Senior Professional – Grade 7 $ 275
Senior Consultant – Grade 8 $ 319 - $ 329
Senior Consultant – Grade 9 $ 329
Senior Principal – Grade 10 $ 329
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Senior Drafter and Designer $ 175
Drafter / Designer and Senior Technician $ 141
Field Professional $ 145
Technician, Word Processor, Administrative Staff $ 101 Office Aide $ 100

These rates are billed for both regular and overtime hours in all categories.

Rates will increase up to 5% annually, at GEI’s option, for all contracts that extend into the next calendar year . Rates for Deposition and Testimony are increased 1.5 times.

OTHER PROJECT COSTS

Subconsultants, Subcontractors and Other Project Expenses - All costs for subconsultants, subcontractors and other project expenses will be billed at cost plus a 4% service charge. Examples of such expenses ordinarily charged to projects are subcontractors; subconsultants: chemical laboratory charges; rented or leased field and laboratory equipment; outside printing and reproduction; communications and mailing char ges; reproduction expenses; shipping costs for samples and equipment; disposal of samples; rental vehicles; fares for travel on public carriers; special fees for insurance certificates, permits, licenses, etc.; fees for restoration of paving or land due to field exploration, etc.; state and local sales and use taxes and state taxes on GEI fees. Th e 4% service charge will not apply to GEI -owned equipment and vehicles or in-house reproduction expenses.

Field and Laboratory Equipment Billing Rates – GEI-owned field and laboratory equipment such as pumps, sampling equipment, monitoring instrumentation, field density equipment, portable gas chromatographs, etc. will be billed at a daily, weekly, or monthly rate, as needed for the project. Expendable supplies are billed at a unit rate.

Transportation and Subsistence - Automobile expenses for GEI or employee -owned cars will be charged at the rate per mile set by the Internal Revenue Service for tax purposes plus tolls and parking charges or at a day rate negotiated for each project. When required for a project, four -wheel drive vehicles owned by GEI or the employee s will be billed at a daily rate appropriate for those vehicles. Per diem living costs for personnel on assignment away from their home office will be negotiated for each project.

PAYMENT TERMS

Invoices will be submitted monthly or upon completion of a specified scope of service, as described in the accompanying contract (proposal, project, or agreement document that is signed and dated by GEI and CLIENT).

Payment is due upon receipt of the invoice. Interest will accrue at the rate of 1% of the invoice amount per month, for amounts that remain unpaid more than 30 days after the invoice date. All payments will be made by either check or electronic transfer to the address specified by GEI and will include reference to GEI’s invoice number.

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AGREEMENT FOR PROFESSIONAL SERVICES
Blankinship & Associates, Inc.

Water Quality Permit Management
This Agreement for Professional Services (the “Agreement”) is made and entered into as of March 25, 2025, by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and Blankinship & Associates, Inc., a corporation ("Consultant").

RECITALS
A. The City has determined that it requires the following professional services:

Water Quality Permit Management
B. Consultant has submitted to City a proposal, dated March 19, 2025, attached hereto as Exhibit A (“Consultant’s Proposal”) and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement.

C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein.

D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement.

AGREEMENT

1. Scope of Services. Consultant shall perform the services described in Consultant’s Proposal (Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant’s Proposal, subject to the direction of the City through its staff that it may provide from time to time.

2. Time of Performance.
a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant’s Proposal (Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Consultant’s Proposal (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the City Manager.
c. Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect for a period commencing on March 25, 2025

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and ending June 30, 2027. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed 2 additional twelve (12) month renewal terms by giving written notice thereof to Consultant not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager.

3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultant's Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant's annual compensation exceed thirty-five thousand dollars ($35,000.00) without additional written authorization from the City.

Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge.

Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

4. Method of Payment. Consultant shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Consultant’s bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Consultant provides services. Consultant’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Consultant no later than forty-five (45) days after receipt of the monthly invoice by City staff.

5. Background Checks. At any time during the term of this Agreement, the City reserves the right to make an independent investigation into the background of Consultant’s personnel who perform work required by this Agreement, including but not limited to their references, character, address history, past employment, education, social security number validation, and criminal or police records, for the purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons or property in and around the vicinity of where the services will be rendered or City Hall. If the City makes a reasonable determination that any of Consultant’s prospective or then current personnel is deemed objectionable, then the City may notify Consultant of the same. Consultant shall not use that personnel to perform work required by this Agreement, and if necessary, shall replace him or her with a suitable worker.

6. Suspension or Termination.
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 such 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 entitled “Method of Payment” herein.

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7. Plans, Studies, Documents.
a. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. City shall have sole determination of the public’s rights to documents under the Public Records Act, and any third- party requests of Consultant shall be immediately referred to City, without any other actions by Consultant.
b. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. c. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs relating to project for which Consultant’s services are rendered, or any publicity pertaining to the Consultant’s services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

8. Consultant’s Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement.

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b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant’s representatives, or Consultant’s successor-in-interest.

9. Independent Contractor.
a. Consultant is and shall at all times remain as to the City a wholly independent contractor pursuant to California Labor Code Section 3353. 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, or agents 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 whatsoever against City, or bind City in any manner. b. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary and except for the fees paid to Consultant as provided in the Agreement, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11. Interests of Consultant. Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered

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by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.

Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a. will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).)

12. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’s field of expertise.

13. Compliance with Laws.
a. Consultant shall comply with all local, state and federal laws and regulations applicable to the services required hereunder, including any rule, regulation or bylaw governing the conduct or performance of Consultant and/or its employees, officers, or board members.
b. Consultant represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license.

14. Licenses. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license.

15. Indemnity. Consultant shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of

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law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

16. Insurance Requirements.
a. Insurance. Consultant, at Consultant’s own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager, the following insurance policies.
i. Workers’ Compensation Coverage. Consultant shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker’s Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney.
ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage.

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iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence.

Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage.
iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance appropriate for Consultant’s profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant’s services under this Agreement, whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language:
i. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers’ Compensation, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager and City Attorney, are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages.
ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers.

Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.

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c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein.

Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.

17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Consultant: Blankinship & Associates, Inc.

Attn: Stephen Burkholder
PO Box 22359
Nashville, TN 37202

18. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.

19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

20. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees.

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21. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

22. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects.

Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non-payment of prevailing wages under California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement.

25. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

26. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside.

27. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to

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make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement.

28. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire understanding between the parties relating to the obligations described herein. All prior or contemporaneous understandings, agreements, representations and statements, oral or written, are superseded in total by this Agreement and shall be of no further force or effect. Consultant’s Proposal is incorporated only for the description of the scope of services and/or the schedule of performance and no other terms and conditions from such proposal shall apply to this Agreement unless specifically agreed to in writing. In the event of conflict, this Agreement shall take precedence over those contained in the Consultant’s Proposal.

30. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. [Signatures on next page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Assistant City Manager
“CONSULTANT”
Blankinship & Associates, Inc., a corporation
By: Stephen Burkholder, PCA, CCA
Its: Principal Biologist
Attachments: Exhibit A – Consultant’s Proposal
Exhibit B – List of Subcontractors

EXHIBIT A

EXHIBIT A
CONSULTANT’S PROPOSAL
[ATTACHED]

EXHIBIT B

EXHIBIT B

LIST OF SUBCONTRACTORS
[ATTACHED]

1615 5th Street, Suite A, Davis, CA 95616
P: 530.757.0941
h2osci.com | bowman.com

Adam Gufarotti
City of Lake Elsinore
130 S Main Street
Lake Elsinore, CA 92530

Via email:
[email protected]

RE: On-Call Water Quality Regulatory Permitting and Consulting for City of Lake Elsinore

Dear Mr. Gufarotti, March 19, 2025

Blankinship, a Bowman Company is pleased to submit the proposed scope of work to provide On-Call Water Quality Regulatory Permitting and Consulting to the City of Lake Elsinore. Our team of experienced environmental scientists looks forward to continuing to support the City’s ongoing efforts to protect, manage, and enhance its natural resources.

Our team has unparalleled experience with the management of aquatic resources, including permitting and negotiations with State and Regional Water Quality Control Boards, regulatory compliance, and water quality support.

Scope of Work
The primary objectives of our on-call scope include:
• Providing environmental consulting services to assist the City in managing regulatory compliance and environmental stewardship.
• Conducting as-needed water quality monitoring to evaluate NPDES permit compliance.
• Lead or assist in developing regulatory permitting strategies and documents to improving water quality and overall lake conditions.
• Providing consulting on nutrient attenuation, NPDES Aquatic Weed Permit (2013- 0002-DWQ), management of algae and/or Harmful Algae Blooms (HABs), regulatory constraints and/or opportunities.
• Preparing monitoring reports to support regulatory compliance for the City.

These services can be provided on a Not-to-Exceed basis of $35,000 per year. After you review the above scope of work, please feel free to reach out with any questions or to discuss this scope of work further. I can be reached at 530-757-0941 or via ([email protected]).

Regards,

Stephen Burkholder, PCA, CCA
Principal Biologist
Blankinship, a BOWMAN company

12)
Amendment No. 1 to the Agreement for Professional Services with Helix Environmental Planning, Inc. for the Dexter Village Project Approve and authorize the City Manager to execute Amendment No. 1 to the Agreement for Professional Services with Helix Environmental Planning, Inc. (Helix) to increase the contract amount for an additional $35,400 for a total contract amount not to exceed $88,800 for the Dexter Village Project, in such final form as approved by the City Attorney.

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REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Damaris Abraham, Community Development Director Date:March 25, 2025
Subject: Amendment No. 1 to the Agreement for Professional Services with Helix Environmental Planning, Inc. for the Dexter Village Project Recommendation
Approve and authorize the City Manager to execute Amendment No. 1 to the Agreement for Professional Services with Helix Environmental Planning, Inc. (Helix) to increase the contract amount for an additional $35,400 for a total contract amount not to exceed $88,800 for the Dexter Village Project, in such final form as approved by the City Attorney.

Background
The City entered into the original Agreement for Professional Services with Helix on May 9, 2023, to prepare the required California Environmental Quality Act (CEQA) compliance documents for the mixed-use project formerly known as The Cove (now referred to as Dexter Village). The total contract amount approved by the City Council was not to exceed $53,400. The cost for preparing the environmental document is paid for by the project applicant (Fairbrook Communities, LLC) through the application fee process.

Discussion
The applicant submitted an entitlement application for a new 451-unit residential development which has been under review by City staff. The project is located on an approximately 23-acre site situated at the northeast corner of Dexter Avenue and Second Street and includes Assessor Parcel Numbers (APNs) 377-090-013, 377-090-037, 377-090-039 and 377-090-040. The property is currently zoned as Commercial Mixed-Use (CMU).

Amendment No. 1 Helix – Dexter Village

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Dexter Village proposes to develop a combination of apartment, townhome, and single-family units as well as on-site resident amenities such as clubhouses, pools, and a tot-lot. The development proposes eight apartment buildings (230 units), 12 townhome buildings (84 units; seven units per building), and 137 single-family detached buildings. The development also includes related site improvements, e.g. new landscaping, parking, sidewalk, decorative community walls, and other hardscaping.

Several technical studies have been prepared for the proposed project, including a Biological Report, Noise Report, Cultural/Paleontology Report, Phase 1 Environmental Site Assessment, and Preliminary Water Quality Management Plan.

Helix has provided environmental document preparation services, including peer review of the supporting technical studies as well as preparing the draft environmental document. However, the applicant revised their project description and plans and renamed it from The Cove to Dexter Village. The change in project description and plans resulted in updating the supporting technical studies for consistency. As such, the revised project and technical studies require additional peer review as well as further revisions of the draft environmental document. Compensation for the additional services requested under Amendment No. 1 will not exceed $35,400 for a new total contract amount not to exceed $88,800.

Fiscal Impact
The cost of preparing the environmental review will be paid by fees collected from the developer through the City’s cost recovery program. All administrative staff time and consult costs are paid from the applicant’s fees. No General Fund budgets will be allocated or used for the completion of the CEQA documents for the project.

Attachments
Attachment 1 – Amendment No. 1 to Agreement
Exhibit A – Helix Amendment No. 1 Proposal
Attachment 2 – Original Agreement
Community Development
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2 AMENDMENT NO. 1

TO AGREEMENT FOR PROFESSIONAL SERVICES
HELIX ENVIRONMENTAL PLANNING, INC.

ENVIRONMENTAL DOCUMENTATION FOR THE DEXTER VILLAGE PROJECT This Amendment No. 1 to Agreement for Professional Services (“Amendment No. 1”) is made and entered into as of March 25, 2025, by and between the City of Lake Elsinore, a municipal corporation (“City), and HELIX Environmental Planning, Inc., a California Corporation (“Consultant”).

RECITALS
A. The City and Consultant have entered into that certain Agreement for Professional Services dated as of May 9, 2023, (the “Original Agreement”). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement.

B. The Original Agreement provided for compensation to Consultant in an amount not to exceed fifty three thousand four hundred dollars ($53,400).

C. The parties now desire to modify the scope of services and increase the compensation in an amount of thirty five thousand four hundred dollars ($35,400) for such services as set forth in this Amendment No 1.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Consultant agree as follows:

1. Section 1, Scope of Services, of the Original Agreement is hereby amended to add the following:

Consultant shall also perform the services described in Consultant’s February 7, 2025 Change Order request (attached to this Amendment No. 1 as Exhibit A-1). Consultant shall provide such services at the time, place, and in the manner specified in Exhibit A-1, subject to the direction of the City through its staff that it may provide from time to time.

2. Section 3, Compensation, of the Original Agreement is hereby amended to read in its entirety as follows:

Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultants’ Proposal dated April 21, 2023 (Exhibit A to the Original Agreement) and, for purposes of Amendment No. 1, in accordance with the fees set forth in Consultant’s Proposal dated February 7, 2025 (attached as Exhibit A-1 to Amendment No. 1). In no event shall Consultant’s total compensation for services provided pursuant to this Agreement, as amended, exceed Eighty-Eight Thousand Eight Hundred dollars ($88,800) without additional written authorization from the City.
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2 Notwithstanding any provision of Consultant’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A-1 respectively, shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

3. Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed on the respective dates set forth below.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Assistant City Manager
“CONSULTANT”
HELIX Environmental Planning, Inc., a
California Corporation
By: Vanessa Toscano
Its: Environmental Planning Group Manager
Attachments: Exhibit A-1 – Consultant’s Proposal
EXHIBIT A-1
CONSULTANT’S PROPOSAL
[ATTACHED]

HELIX Environmental Planning, Inc.
7578 El Cajon Boulevard
La Mesa, CA 91942
619.462.1515 tel
619.462.0552 fax
www.helixepi.com
February 7, 2025 00987.00010.001

Nancy Huynh, Principal Planner
City of Lake Elsinore
Community Development Department, Planning Division
130 South Main Street
Lake Elsinore, CA 92530

Subject: Contract Augment to Provide Additional Environmental Consulting Services for the Dexter Village Project

Dear Ms. Huynh:

HELIX Environmental Planning, Inc. (HELIX) is submitting this contract augment (Augment) to the City of Lake Elsinore (City) to provide additional environmental consulting services for the Dexter Village project (formerly The Cove) located in the City of Lake Elsinore, Riverside County. Under our original contract dated May 9, 2023, HELIX outlined its services, including peer review of technical studies, preparation of environmental compliance documentation pursuant to the California Environmental Quality Act (CEQA), and associated project management and meeting attendance (Tasks 1 through 5). HELIX completed peer review of technical studies (Task 1) and the screencheck Draft Initial Study/Mitigated Negative Declaration (IS/MND) under Task 2, as well provided ongoing project management (Task 4) and meeting attendance (Task 5). Subsequently, the project was redesigned from residential and office land uses to only residential. As such, updated technical studies were prepared for the redesigned project, which necessitates peer review. The Draft IS/MND also needs to be revised to address the redesigned project.

Additional project management and meeting/hearing time are also requested.

The following scope of services would provide contract authorization for additional work conducted under Task 1 (Peer Review of Technical Studies), Task 2 (Draft Environmental Compliance Documentation), Task 4 (Project Management), and Task 5 (Meetings).

SCOPE OF SERVICES
Task 1 Peer Review of Draft Technical Studies
HELIX will conduct a peer review of the first draft of the revised technical studies addressing the following:
• Air Quality/Greenhouse Gas (GHG) Emissions/Energy;
• Biological Resources;
• Cultural Resources;

Augment to Ms. Nancy Huynh Page 2 of 4
February 7, 2025

• Noise; and
• Paleontological Resources.

It is assumed that the Phase 1 Environmental Site Assessment prepared for the former project (The Cove) is sufficient for the redesigned project and thus, does not require an update or associated peer review.

The first draft of the technical studies identified above, prepared by the applicant’s consultant, will be provided to HELIX (including the technical report and any technical appendices) in electronic format (PDF and Word). HELIX technical specialists will review the first draft technical reports for content, focusing on the scope and adequacy of the technical report to support the CEQA impact analysis for the project. Comments will be provided to the City via an electronic version (Word) in tracked changes format, as well as an electronic version (Excel) of a consolidated technical studies comment matrix in a format acceptable to the City.

HELIX will review one subsequent version of the revised technical reports to confirm that revisions have been incorporated to the satisfaction of the reviewer and City staff. This task also includes HELIX team reviewers’ attendance at one, one-hour comment resolution virtual meeting with City staff and the project applicant’s consultant(s), if required.

Task 2 Draft Environmental Compliance Documentation
HELIX will prepare a revised screencheck Draft IS/MND for the redesigned project. The City or project applicant will provide HELIX with an updated project description, project plans, and all technical studies needed to complete the revised Draft IS/MND, including, but not limited to, air quality/GHG emissions/energy, noise, cultural resources, paleontological resources, biological resources, hazardous materials, transportation, geotechnical, and hydrology/water quality. The City will also provide HELIX an updated list of cumulative projects to include for the cumulative analysis in the IS/MND. Other assumptions and deliverables identified in our original contract for Task 2 remain the same.

Task 4 Project Management
HELIX is requesting an additional 18 hours of HELIX Project Manager time over a six-month period to provide ongoing project management associated with the CEQA review process for the redesigned project.

Task 5 Meetings and Hearings
HELIX’s Project Manager will participate in up to 10 bi-weekly coordination meetings (assuming each meeting is virtual and 30 minutes in duration) with City staff and the project applicant. HELIX will attend two additional project meetings (assuming each meeting is virtual and one hour in duration) to discuss more in-depth issues, such as comments on the IS/MND. Additionally, if requested by City staff, HELIX will attend up to two public hearings (assuming each hearing is in-person and six hours in duration, including travel time) for the project. No presentation or presentation materials will be required of HELIX at the public hearings.

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February 7, 2025

ASSUMPTIONS AND ADDITIONAL LIMITATIONS ON SCOPE OF SERVICES The following assumptions and limitations are a material component of this Scope of Services. • City will provide HELIX with current available digital baseline data and project plans for producing all maps and graphics, which should be submitted in one of the following formats: .dxf, .dwg (AutoCAD), .dgn (Microstation), .shp (ArcView shapefiles), .gdb (ArcGIS geodatabase) or .kmz (Google Earth). In some cases, .pdf files will be acceptable. • Costs associated with additional analysis, meetings, permits, and other services not specifically stated above (“additional work”) are not included within the scope of services required of HELIX under this Scope of Services.
• Additional changes to the project design or plans once preparation of the revised Draft IS/MND has begun may result in the need for a contract augment to revise the project description, analyses, graphics, etc.
• City is responsible for ensuring that technical reports that are provided to HELIX for the public record by any party not under subcontract to HELIX are consistent with the document accessibility requirements of the Americans with Disabilities Act (ADA), Section 508 of the Rehabilitation Act, and any similar requirements.
• HELIX is committed to meeting accessibility requirements for the ADA and Section 508 of the Rehabilitation Act for public-facing digital document deliverables. Information presented from third-party sources (e.g., California Emissions Estimator Model outputs) and documents prepared using the strike-out underline feature, a standard for annotation of final CEQA documents, may not achieve the full level of accessibility.

SCHEDULE
HELIX will continue to work with the City in a timely and professional manner in accordance with the Terms and Conditions attached and incorporated herein by reference as Exhibit A. These Terms and Conditions are a material part of this Augment.

COST ESTIMATE AND PAYMENT PROCEDURES
HELIX submits this cost estimate not to exceed $35,400 (a breakdown of which is provided below), which brings our currently authorized amount from $53,400 to $88,800. All work shall continue to be invoiced on a time and materials basis pursuant to Exhibit B, Schedule of Fees. Payment terms are net 30 days pursuant to the Terms and Conditions referenced herein.

Task Number Task Name Cost
1 Peer Review of Technical Studies $9,600
2 Draft Environmental Compliance Documentation 15,500
6 Project Management 4,900
5 Meetings and Hearings 5,400
TOTAL $35,400

A
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February 7, 2025

CLOSING
This quote is good for 30 days from the date of this letter.

If you have any questions concerning this Augment, please contact your Project Manager, Tim Belzman, at (619) 462-1515 or [email protected].

Sincerely,
A
ndrea S. Bitterling
Planning Division Manager
Enclosures: Exhibit A, Terms and Conditions
Exhibit B, Schedule of Fees

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EXHIBIT A

TERMS AND CONDITIONS

The following Terms and Conditions are made a part of the letter agreement/proposal (Agreement) between HELIX and Client and supersede any conflicting Terms and Conditions proposed by Client, unless HELIX agrees to such Terms and Conditions in writing.

ARTICLE 1. SCOPE OF WORK AND STANDARD OF PERFORMANCE
HELIX will perform the work outlined in the Agreement and any services approved by Client under Article 3 (the Services). HELIX will strive to perform the Services in a manner consistent with that level of care and skill ordinarily exercised by reputable members of HELIX’s profession practicing at the time under similar conditions in the geographic area of Client’s project. HELIX makes no other representation, expressed or implied, nor no other warranty or guarantee under this Agreement or in any report, opinion or document provided hereunder.

ARTICLE 2. COMPENSATION
Client agrees to pay HELIX compensation for the Services in accordance with the rates set forth in Exhibit B. HELIX shall invoice Client monthly or as otherwise agreed. Client agrees to pay HELIX within thirty (30) days of the date of invoice. If payment is not paid when due, then such sum shall bear interest at 1½ percent per month on the unpaid balance, not to exceed the maximum legal rate of interest.

ARTICLE 3. CHANGES AND ADDITIONAL WORK
Client may request or HELIX may recommend or request, verbally or in writing, a change in the scope in excess of or in addition to the Services (“additional work”). As soon as practical after such request or recommendation, HELIX shall forward to Client a proposal of the costs for such additional work and any adjustment to the payment schedule and time for performance. Client shall approve or disapprove the proposal, in writing. If approved, HELIX shall perform the extra work in accordance with the Terms and Conditions herein.

Notwithstanding the foregoing, however, if Client verbally approves the extra work and HELIX has performed the same, then Client agrees to pay HELIX the amount and pursuant to the payment schedule as set forth in its proposal.

ARTICLE 4. LIMITATION OF LIABILITY
Recognizing the relative risks and benefits of the project for which the Services are being performed, Client agrees to limit the liability of HELIX, its directors, officers, employees, agents, and subcontractors for any and all injuries, claims, losses, expenses, or damages (including incidental or consequential damages) arising out of or in any way related to the Services or the project hereunder, to the lesser of (a) fifty thousand dollars ($50,000) or (b) the total compensation for the Services hereunder. Such liability includes HELIX’s negligence, errors or omissions, strict liability, and breach of contract or warranty. Any claim against HELIX hereunder shall be brought within one (1) year of the completion of the Services herein.

ARTICLE 5. TERMINATION
Either party may terminate this Agreement, either in whole or in part, without cause, by giving the other party thirty (30) days written notice. In such event, Client will pay HELIX for all work performed by it prior to the notice of termination.

In the event of a default, the non-defaulting party shall give the defaulting party ten (10) days’ written notice of default. “Default” includes Client’s failure to pay HELIX sums due, including additional work pursuant to Article 3. The defaulting party’s failure to cure the breach within said ten- (10-) day period shall constitute a material breach of this Agreement and termination of the Agreement.

ARTICLE 6. SUSPENSION OF WORK
Client may suspend the Services, in whole or in part, by giving HELIX reasonable, written notice specifying the work to be suspended.

Upon receipt of notice, HELIX shall suspend the work requested and Client shall pay for all Services through the date of suspension and any costs incurred by HELIX in suspending the work.

Thereafter, Client may notify HELIX of its intent to recommence the suspended Services. HELIX will promptly provide Client with any adjusted costs and schedule and, upon Client approval, HELIX shall recommence the Services previously suspended.

ARTICLE 7. PROPRIETARY INFORMATION
HELIX agrees not to disclose to any third person, nor use for the benefit of anyone other than Client, any data, records, financial information, or other confidential or proprietary information, marked as such in writing, arising out of or related to the performance of the Services (Proprietary Information). Client similarly agrees not to disclose to any third person, nor use for the benefit of anyone, Proprietary Information of HELIX.

ARTICLE 8. COMPLIANCE WITH LAWS
HELIX shall comply with and observe applicable federal, state, and local laws, ordinances, rules, and regulations having jurisdiction over HELIX or the performance of the Services in effect during the term of this Agreement.

ARTICLE 9. FORCE MAJEURE
Client will grant extensions of time and increase the compensation to HELIX to the extent that HELIX’s performance hereof is delayed due to an uncontrollable force. The term “uncontrollable force” shall mean any cause beyond the control of HELIX making it impracticable or unable to perform such obligation, including but not limited to natural catastrophes, restraint by court order or public authority, and action or nonaction by, or inability to obtain the necessary authorizations or approvals from, any governmental agency or authority which, by exercise of due diligence, HELIX (a) could not reasonably have been expected to obtain or (b) has been unable to overcome. HELIX will notify Client immediately of any such delay or anticipated delay, and Client will extend the date of performance for a period equal to the time lost by reason of the delay and will make an equitable adjustment to the compensation in Article 2.

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TERMS AND CONDITIONS

ARTICLE 10. INSURANCE
HELIX maintains the following insurance: (a) Workers’ Compensation insurance – statutory limits; (b) Comprehensive Automobile Insurance – combined bodily injury and property damage limit of one million dollars ($1,000,000) each occurrence; (c) Comprehensive General Liability Insurance – combined bodily/personal injury and property damage limit of one million dollars ($1,000,000); (d) Professional Liability & Contractors Pollution Legal Liability – limit of one million dollars ($1,000,000) each occurrence; and (e) Excess Umbrella Liability – limit of two million dollars ($2,000,000) each occurrence. Upon Client’s request, HELIX will furnish evidence that such insurances are in effect. If additional coverage or increased limits of liability is desired, Client may make such request prior to the start of work. HELIX will attempt to obtain the requested coverage or limits, and Client agrees to pay for any additional costs of insurance within ten (10) days of the date of invoice.

ARTICLE 11. AVAILABILITY OF LAND, DATA, AND DIFFERING SITE CONDITIONS (for contracts involving field or construction services)
Client shall furnish the site or obtain access to any site not owned by Client. Client shall notify HELIX of any encumbrances or restrictions specifically related to use of the site with which HELIX must comply in performing the Services. Client will obtain in a timely manner and pay for any fees or charges associated with site access or the encumbrances. Client shall furnish HELIX with a current legal description of the lands upon which the Services are to be performed and Client’s interest therein as necessary for giving notice of or filing a mechanic’s lien against such lands.

HELIX may rely upon the accuracy of the data contained in Reports and Drawings furnished to it by Client or Client’s engineer. Reports and Drawings are defined as (a) reports of explorations and tests of subsurface conditions at or contiguous to the site that have been used by the engineer in documents provided to HELIX; and (b) drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site (including underground facilities) that Client or Client’s engineer has used in preparing documents provided to HELIX.

If HELIX believes that any subsurface or physical conditions at or contiguous to the site that are uncovered or revealed either (a) is of such a nature as to establish that data on which HELIX is entitled to rely as provided above is materially inaccurate; or (b) is of such a nature as to require a change in the contract; or (c) differs materially from that shown or indicated in documents provided to HELIX by Client or others; or (d) is of an unusual nature and differs materially from conditions ordinarily encountered in work of the character provided for in this contract, then HELIX shall promptly, after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any work in connection therewith (except in the event of an emergency), notify Client or its engineer in writing about such conditions. Thereafter, Client or Client’s engineer will investigate the conditions. If the existence of the differing site conditions causes an increase in HELIX’s cost of or time required for performance of the work, HELIX will receive an equitable adjustment to the contract price and schedule.

HELIX will not be responsible for any hazardous environmental conditions uncovered or revealed at the site. If such conditions are encountered, HELIX shall immediately stop all work and notify Client or Client’s engineer. HELIX shall not be required to resume work in connection with such conditions until Client has obtained any required permits and advised HELIX in writing of such conditions and any affected area is or has been rendered safe for the resumption of work; or has specified any special conditions under which such work may be resumed safely; and HELIX shall receive an adjustment to the contract schedule and price accordingly.

ARTICLE 12. GOVERNING LAW AND ARBITRATION
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by and pursuant to the Commercial Rules of the American Arbitration Association then in effect. Any such proceedings shall take place in San Diego, California. In any action or proceeding hereunder, the prevailing party shall be entitled to recover attorneys’ fees, filing fees, expert witness fees, and other costs of arbitration or suit.

ARTICLE 13. NOTICES
Any notice from one party to another shall be in writing and delivered personally, by facsimile or by United States mail, registered or certified, return receipt requested, postage fully pre-paid, to the addresses as set forth in the Agreement to the attention of the signatory of this Agreement.

Any notice shall be deemed delivered upon personal service or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. If any party changes its address, such party shall notify the other party as provided in this article.

ARTICLE 14. MISCELLANEOUS

14.1 Successors and Assigns: This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors-in- interest, assigns, and transferees. Neither party can assign this Agreement without the prior written consent of the other party.

14.2 Counterparts: This Agreement may be signed in two or more counterparts, each of which shall constitute an original, but all of which shall be one in the same document.

With the Agreement, these Terms and Conditions and any attached Exhibits constitute the complete and entire contract between the parties and supersedes any previous communications, representations, or agreement, whether oral or written, with respect to the subject matter hereof.

EXHIBIT B

SCHEDULE OF FEES

HOURLY RATES
Principal $300-325 Director of Operations $220
Principal Planner $250-310 Safety Manager $215
Principal Biologist/Regulatory Specialist $235-310 Senior Construction Project Manager $260-310 Principal Noise/Air Quality Specialist $220-235 Construction Project Manager I-III $155-200 Principal Landscape Architect $220-250 Assistant Construction Project Manager $125 Principal Cultural Resources Specialist $220-250 Construction Foreman $104 Senior Noise/Air Quality Specialist $175-230 Land Manager $104 Senior Project Manager $185-230 Equipment Manager $104 Senior Environmental Planner $160-210 Operator $158
Senior Scientist/Regulatory Specialist $165-205 Irrigation Technician $140 Project Manager $145-$185 Senior Restoration Supervisor $153 Assistant Project Manager $100-145 Restoration Supervisor I-II $131-147 Regulatory Specialist $130-150 Assistant Restoration Supervisor $110 Environmental Compliance Specialist $195 Restoration Foreman $104 Environmental Planner $110-145 Restoration Lead $86
Biologist $120-165 Restoration Technician I-III $61-80 Noise/Air Quality Specialist $135-170 Nursery Manager $140 Senior Archaeologist/Architectural Historian $125-170 Nursery Technician $55 Senior Archaeology Field Director $135-145
Archaeology Field Director $125-135
Asst. Archaeology Field Director $95-120
Staff Archaeologist/Architectural Historian $90-135
Landscape Architect $140-190
Landscape Designer $110-140
Senior GIS Specialist $160-190
GIS Specialist/Graphics Specialist $115-150
Operations Manager $100-140
Technical Editor $115-125
Word Processor $90-100
Clerical $75-85

CONSULTING SERVICES Consulting services performed
by HELIX typically include, but are not necessarily limited to, office, field, meetings, hearings, and travel time. Consulting services for expert witness review , deposition, and/or testimony will be provided at one and one-half times our standard rates.

Overtime also may be charged at one and one-half times our standard rates. Rates are subject to change on a yearly basis.

PAYMENT Invoices will be submitted monthly. Payment on invoices is due within 30 days of receipt.

DIRECT COSTS Certain identifiable direct costs will be
charged to the project at cost plus ten percent. Examples of direct costs include subconsultants, vehicle or
equipment rentals, airplane and train fares, parking, per diem and lodging, mileage (at IRS rates), communications, reproduction, and supplies. A 4-wheel drive premium will be charged at $25 per project day. There will be additional charges for use of noise monitors, GPS, and other field
equipment, as well as for plotting, color printing, and aerial photographs.

Helix Agreement Page 1

AGREEMENT FOR PROFESSIONAL SERVICES

HELIX ENVIRONMENTAL PLANNING, INC.

ENVIRONMENTAL DOCUMENTATION FOR THE COVE PROJECT
This Agreement for Professional Services (the “Agreement”) is made and entered into as of May 9, 2023, by and between the City of Lake Elsinore, a municipal corporation ( ‘‘City") and HELIX Environmental Planning, Inc., a California corporation ("Consultant").

RECITALS
A. The City has determined that it requires the following professional services:

CEQA consulting services for The Cove project (“Project”) B. Consultant has submitted to City a proposal, dated April 21, 2023, attached hereto as Exhibit A (“Consultant’s Proposal”) and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement.

C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein.

D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement.

AGREEMENT

1. Scope of Services . Consultant shall perform the services described i n Consultant’s Proposal (Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant’s Proposal, subject to the direction of the City through its staff that it may provide from time to time.

2. Time of Performance.
a. Time of Ess ence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant’s Proposal (Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Consultant’ s Proposal (Exhibit A). When requested by Consultant, extensions to the time period(s) sp ecified may be approved in writing by the City Manager.

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c. Term. The term of this Agreement shall commence upon execution of this Agreement and shall continue until the services and related work are completed in accordance with the Consultant’s Proposal (Exhibit A).

3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultants ’ Proposal ( Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant’s compensation exceed fifty three thousand four hundred dollars ($53,400) without additional written authorization from the City.

Notwithstanding any provision of Consultant’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge.

Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

4. Method of Payment. Consultant shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Consultant’s bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Consultant provides services. Consultant’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Consultant no later than forty-five (45) days after receipt of the monthly invoice by City staff.

5. Background Checks . At any time during the term of this Agreement, the City reserves the right to make an independent investigation into the background of Consultant’s personnel who perform work required by this Agreement, including but not limited to their references, char acter, address history, past employment, education, social security number validation, and criminal or police records, for the purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service or pose a risk to the s afety of persons or property in and around the vicinity of where the services will be rendered or City Hall. If the City makes a reasonable determination that any of Consultant’s prospective or then current personnel is deemed objectionable, then the City may notify Consultant of the same. Consultant shall not use that personnel to perform work required by this Agreement, and if necessary, shall replace him or her with a suitable worker.

6. Suspension or Termination.
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 such 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 entitled “Method of Payment” herein.

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7. Plans, Studies, Documents.
a. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials i n its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. C ity shall have sole determination of the public’s rights to documents under the Public Records Act, and any third- party requests of C onsultant shall be immediately referred to C ity, without any other actions by Consultant.
b. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data") . Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. c. Confidentiality. All ideas, memor anda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement . Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential . Consultant shall not use City’s name or insignia, photographs relating to project for which Consultant’ s services are rendered, or any publicity pertaining to the Consultant’ s services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

8. Consultant’s Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement.

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b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a des ignated representative of these officers . Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant’ s business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall . Access to such records and documents shall be granted to any party authorized by Consultant, Consultant’s representatives, or Consultant’s successor-in-interest.

9. Independent Contractor.
a. Consultant is and shall at all times remain as to the City a wholly independent contractor pursuant to California Labor Code Section 3353. 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, or agents 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 whatsoever against City, or bind City in any manner. b. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary and except for the fees paid to Consultant as provided in the Agreement, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement c laims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11. Interests of Consultant . Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered DocuSign Envelope ID: FFC75F06-7787-4595-87A6-D4618C1E0127

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by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’ s services hereunder. Consultant further cove nants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.

Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a. will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).)

12. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’ s field of expertise.

13. Compliance with Laws.
a. Consultant shall comply with all local, state and federal laws and regulations applicable to the services required hereunder, including any rule, regulation or bylaw governing the conduct or performance of Consultant and/or its employees, officers, or board members.
b. Consultant represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this A greement, including a City business license.

14. Licenses. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license.

15. Indemnity. Consultant shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. T he foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of DocuSign Envelope ID: FFC75F06-7787-4595-87A6-D4618C1E0127

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law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless cla use. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the prov isions of this Section and that it is a material element of consideration.

16. Insurance Requirements.
a. Insurance. Consultant, at Consultant’ s own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager, the following insurance policies.
i. Workers’ Compensation Coverage. Consultant shall maintain Workers’ Compensation Insurance and Employer ’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers ’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker ’s Compensation Insurance and Employer ’s Liability Insurance for his/her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney.
ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage.

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iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence.

Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage.
iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance appropriate for Consultant’ s profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant’s services under this Agreement, whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants . The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language:
i. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers’ Compensation, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager and City Attorney, are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages.
ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers .

Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.

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c. Deductibles and Self-Insured Retentions . Any deductibles or self-insured retentions must be declared to and approved by the City . At the City’s option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein.

Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.

17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below . Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530

If to Consultant: HELIX Environmental Planning, Inc.

Attn: Vanessa Toscano
7578 El Cajon Boulevard
La Mesa, CA 91942

18. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.

19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breac h of the same or any other provision under this Agreement.

20. Litigation Expenses and Attorneys ’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees.

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21. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally . If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators . Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remai ns unresolved after mediation, either party may commence litigation.

22. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other c onsideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability . For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be l imited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Prevailing Wages . Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" proj ects.

Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non-payment of prevailing wages under California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement.

25. Severability. If any term or portion of this Agreement i s held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

26. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside.

27. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to DocuSign Envelope ID: FFC75F06-7787-4595-87A6-D4618C1E0127

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make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non - monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement.

28. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire understanding between the parties relating to the obligations described herein. All prior or contemporaneous understandings, agreements, representations and statements, oral or written, are superseded in total by this Agreement and shall be of no further force or effect. Consultant’s Proposal is incorporated only for the description of the scope of services and/or the schedule of performance and no other terms and conditions from such proposal shall apply to this Agreement unless specifically agreed to in writing. In the event of conflict, this A greement shall take precedence over those contained in the Consultant’s Proposal.

30. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.

[Signatures on next page]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
AT
TEST:

City Clerk
APPR
OVED AS TO FORM:

City Attorney
Assistant City Manager
“CONSULTANT”
HELIX Environmental Planning, Inc., a
California Corporation
By: Vanessa Toscano
Its: Environmental Planning Group
Manager
Attachments: Ex hibit A – Consultant’s Proposal
DocuSign Envelope ID: FFC75F06-7787-4595-87A6-D4618C1E0127

EXHIBIT A

EXHIBIT A
CONSULTANT’S PROPOSAL
[ATTACHED]
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/88/89/90/91/92/i255/89/93/91/i255/92/94/95/96/91/97/90/i255/90/98/i255/97/99/89/100/101/91/i255/98/100/i255/89/i255/102/91/89/93/103/102/i255/95/89/92/104/92/i255 /i255
/40/105/106/38/107/38/42/i255/108
/109/110/111/112/113/114/115/112/i255/116/117/i255/117/112/112/109 /41/43/68/44/118/70/42/38/68/119/i255/44/40/39/120/38/41/40/44 DocuSign Envelope ID: FFC75F06-7787-4595-87A6-D4618C1E0127 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDLSUBRLTR INSDWVD
PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSURED INSURER B :INSURER C :INSURER D :INSURER E :INSURER F :

POLICY NUMBERPOLICY EFFPOLICY EXPTYPE OF INSURANCELIMITS(MM/DD/YYYY)(MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE$DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence)MED EXP (Any one person)$PERSONAL & ADV INJURY$GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$PRO-POLICYLOC PRODUCTS - COMP/OP AGGJECT OTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTO BODILY INJURY (Per person)$OWNEDSCHEDULEDBODILY INJURY (Per accident)$AUTOS ONLYAUTOSHIREDNON-OWNEDPROPERTY DAMAGE$AUTOS ONLYAUTOS ONLY(Per accident)$OCCUR EACH OCCURRENCECLAIMS-MADEAGGREGATE$DEDRETENTION$ PEROTH-STATUTEERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE$If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGENAIC #

COMMERCIAL GENERAL LIABILITY
Y / NN / A(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) 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 onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:

CERTIFICATE HOLDERCANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$
$$$$
The ACORD name and logo are registered marks of ACORD
3/29/2023
(858) 200-3357(858) 200-335810851Helix Environmental Planning, Inc.7578 El Cajon Blvd., Suite 200La Mesa, CA 9194210120 A 1,000,000EF4ML06406-2314/1/20234/1/202450,000Contractor Pollution10,000Deductible $5,0001,000,0002,000,0002,000,0001,000,000B EF4CA00376-2314/1/20234/1/2024Comp $100Coll $1,000 9,000,000A EF4CU01451-2314/1/20234/1/20249,000,0000AProfessional LiabiliEF4ML06406-2314/1/2023Any One Wrongful Act1,000,000ADed: $10k Per ClaimEF4ML06406-2314/1/20234/1/2024Aggregate2,000,000Excess Liability policy follows form of the underlying General Liability, Contractors Pollution Liability, Professional Liability & Auto Liability.30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions.Professional Liability Retroactive Date 10/01/1991Proof of InsuranceSEE ATTACHED ACORD 101 *Proof of Insurance*
HELIENV-01FAUMI1
Assured Partners of CA Insurance Services, LLC dba: Wateridge Insurance Services9655 Granite Ridge Drive, Ste 450San Diego, CA 92123Stephanie [email protected] Indemnity Insurance CoEverest National Insurance Co 4/1/2024

X XXXXXXX XXXXX
DocuSign Envelope ID: FFC75F06-7787-4595-87A6-D4618C1E0127 FORM NUMBER:

EFFECTIVE DATE:

The ACORD name and logo are registered marks of ACORD

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
FORM TITLE:

Page of

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01)
AGENCY CUSTOMER ID:LOC #:

AGENCY NAMED INSUREDPOLICY NUMBERCARRIER NAIC CODE
© 2008 ACORD CORPORATION. All rights reserved.

Assured Partners of CA Insurance Services, LLC dba: Wateridge Insurance Services HELIENV-01
SEE PAGE 1
1 SEE PAGE 1ACORD 25Certificate of Liability Insurance
1 SEE P 1Helix Environmental Planning, Inc.7578 El Cajon Blvd., Suite 200La Mesa, CA 91942SEE PAGE 1 FAUMI11
Description of Operations/Locations/Vehicles:Crime Policy - Travelers Casualty & Surety Company of America Policy No. 105763409 Limit: $1,000,000 Single Loss Limit, $10,000 Single Loss Retention Policy Period: 4/01/2023 - 4/01/2024Cyber Liability Policy: Beazley (Lloyds of London)Policy No. W2E429230301Limit: $5,000,000 Per Claim, $25,000 Retention Per Claim Policy Period: 4/01/2023 - 4/01/2024 DocuSign Envelope ID: FFC75F06-7787-4595-87A6-D4618C1E0127 03/27/2023
CMR Risk & Insurance Services
License #0E59760
110 W A Street, Ste. 725
San Diego CA 92101
Elvira Sandoval
(619)297-3160 (619)297-3111
[email protected]
HELIX Environmental Planning
7578 El Cajon blvd.

La Mesa CA 91942
CompWest Insurance Company 12177
2023 WC
A Y 04/01/2023 04/01/2024
1,000,000
1,000,000
1,000,000
Proof of Insurance. Crime Policy: Travelers Casualty & Surety Company of America - Policy No. 105763409 - Limit: $500,000 Single Loss Limit, $5,000 Single Loss Retention - Policy Period: 4/01/2021 - 4/01/2022. Cyber Liability Policy: Beazley (Lloyds of London) - Policy No. W2E429210101- Limit:
$2,000,000 Per Claim, $10,000 Retention Per Claim - Policy Period: 4/01/2021 - 4/01/2022 *Proof of Insurance*

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) 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 endorsement(s).

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.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
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DocuSign Envelope ID: FFC75F06-7787-4595-87A6-D4618C1E0127 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 03 13 C (Ed. 7-09)
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04/01/2023 Policy No. CW WCP 100039189 Endorsement No.

Insured HELIX ENVIRONMENTAL PLANNING, INC. Premium: $0
Insurance Company COMPWEST INSURANCE

COMPANY
Countersigned by __________________________________________ WC 99 03 13 C
(Ed. 7-09)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT – CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be $ 500.

Schedule
Person or Organization Description
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

DocuSign Envelope ID: FFC75F06-7787-4595-87A6-D4618C1E0127 DocuSign Envelope ID: FFC75F06-7787-4595-87A6-D4618C1E0127 13)
Amendment No. 1 to Professional Services Agreement with Dustin Thompson Photography
Approve and authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Dustin Thompson Photography in an amount not to exceed $45,000 per year for event services in such final form as approved by the City Attorney and authorize the City Manager to execute change orders not exceeding a 10% contingency of $4,500 for uncertainties and adjustments.

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REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Johnathan Oliver Skinner, Director of Community Services Date:March 25, 2025
Subject:Amendment No. 1 to Professional Services Agreement with Dustin Thompson Photography
Recommendation
Approve and authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Dustin Thompson Photography in an amount not to exceed $45,000 per year for event services in such final form as approved by the City Attorney and authorize the City Manager to execute change orders not exceeding a 10% contingency of $4,500 for uncertainties and adjustments.

Background
The City entered into a three-year agreement with Dustin Thompson Photography on October 24, 2023 for rentals and attendant services for photography and videography at various City events and programs. That agreement was for $30,000 annually through June 30, 2026 with two (2) optional 12-month extensions.

Discussion
Due to increased demand for photography and video services by the Community Services Department and Office of the City Manager, the City must amend the agreement with Dustin Thompson Photography to increase the annual compensation to provide additional flexibility in booking such services. To date in Fiscal Year 2024-25, $19,337.50 of the approved $30,000 purchase order has been expended. Community Services anticipates needing an additional $18,000 and Office of the City Manager anticipates needing an additional $5,000 for the remainder of the year, resulting in an increase of $15,000, with a new annual total of $45,000.

Dustin Thompson Amendment No. 1

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Fiscal Impact
The amendment increases the contract amount from $30,000 to $45,000 per year. Costs incurred for services provided through this agreement are included in the annual operating budgets for the Community Services Department and Office of the City Manager.

Attachments
Attachment 1 - Amendment No. 1
Exhibit A - Proposal
Attachment 2 - Original Agreement
Community Services
AMENDMENT NO. 1

TO AGREEMENT FOR PROFESSIONAL SERVICES

DUSTIN THOMPSON PHOTOGRAPHY

PHOTOGRAPHY AND VIDEOGRAPHY FOR EVENTS AND OTHER NEEDS
This Amendment No. 1 to Agreement for Professional Services is made and entered into as of 3/25/2025, by and between the City of Lake Elsinore, a municipal corporation (“City), and Dustin Thompson Photography, a sole proprietorship (“Consultant”).

RECITALS
A. The City and Consultant have entered into that certain Agreement for Professional Services dated as of 10/24/2023, (the “Original Agreement”). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement.

B. The Original Agreement provided for compensation to Consultant in an amount of thirty thousand dollars ($30,000/year).

C. The Original Agreement had a term of three years, commencing on 7/1/2023 and ending on 6/30/2026.

D. The parties now desire to increase the payment for such services as set forth in this Amendment No 1.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Consultant agree as follows:

1. Section 3, Compensation, of the Original Agreement is hereby amended to read in its entirety as follows:

Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultant's Proposal (Exhibit A-1), which is attached hereto and incorporated herein by reference. In no event shall Consultant's annual compensation exceed forty-five thousand dollars ($45,000) without additional written authorization from the City. Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

2. Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed on the respective dates set forth below.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
“CONSULTANT”
Dustin Thompson Photography, a sole
proprietorship
City Manager
Date:

Dustin Thompson, Owner
Date: __
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney

Assistant City Manager
Attachments: Exhibit A-1 – Proposal
EXHIBIT A-1
CONSULTANT’S PROPOSAL
[ATTACHED]

temp_ EEAA83. docx Page 1

AGREEMENT FOR PROFESSIONAL SERVICES

DUSTIN THOMPSON PHOTOGRAPHY

VIDEOGRAPHY AND PHOTOGRAPHY FOR EVENTS AND OTHER NEEDS
This Agreement for Professional Services ( the “Agreement”) is made and entered into as of October 12, 2023, by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and Dustin Thompson, a sole proprietorship (" Consultant").

RECITALS
A. The City has determined that it requires the following professional services:

Videography and photography services at various City events and programs.

B. Consultant has submitted to City a proposal, dated VEi, attached hereto as Exhibit A (“ Consultant’ s Proposal”) and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement.

C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein.

D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement.

AGREEMENT

1. Scope of Services. Consultant shall perform the services described in Consultant’ s Proposal ( Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant’ s Proposal, subject to the direction of the City through its staff that it may provide from time to time.

2. Time of Performance.
a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant’ s Proposal ( Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period( s) established in the Consultant’ s Proposal ( Exhibit A). When requested by Consultant, extensions to the time period( s) specified may be approved in writing by the City Manager.
c. Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect for a period commencing on July 1, 2023 and DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598

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ending June 30, 2026. The City may, at its sole discretion, extend the term of this Agreement on a 12- month basis not to exceed 2 additional twelve ( 12) month renewal terms by giving written notice thereof to Consultant not less than thirty ( 30) days before the end of the contract term, such notice to be exercised by the City Manager.

3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultant' s Proposal ( Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant' s annual compensation exceed Thirty thousand dollars ($ 30, 000) without additional written authorization from the City.

Notwithstanding any provision of Consultant' s Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge.

Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

4. Method of Payment. Consultant shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Consultant’ s bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Consultant provides services. Consultant’ s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Consultant no later than forty- five ( 45) days after receipt of the monthly invoice by City staff.

5. Background Checks. At any time during the term of this Agreement, the City reserves the right to make an independent investigation into the background of Consultant’ s personnel who perform work required by this Agreement, including but not limited to their references, character, address history, past employment, education, social security number validation, and criminal or police records, for the purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons or property in and around the vicinity of where the services will be rendered or City Hall. If the City makes a reasonable determination that any of Consultant’ s prospective or then current personnel is deemed objectionable, then the City may notify Consultant of the same. Consultant shall not use that personnel to perform work required by this Agreement, and if necessary, shall replace him or her with a suitable worker.

6. Suspension or Termination.
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 such 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 entitled “ Method of Payment” herein.

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7. Plans, Studies, Documents.
a. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant’ s expense, provide such reports, plans, studies, documents and other writings to City upon written request. City shall have sole determination of the public’s rights to documents under the Public Records Act, and any third- party requests of Consultant shall be immediately referred to City, without any other actions by Consultant.
b. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (" Documents & Data"). Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. c. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs relating to project for which Consultant’ s services are rendered, or any publicity pertaining to the Consultant’ s services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

8. Consultant’ s Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three ( 3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement.

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b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three ( 3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’ s address indicated for receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant’ s business, City may, by written request by any of the above- named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant’ s representatives, or Consultant’ s successor- in-interest.

9. Independent Contractor.
a. Consultant is and shall at all times remain as to the City a wholly independent contractor pursuant to California Labor Code Section 3353. 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, or agents 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 whatsoever against City, or bind City in any manner. b. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary and except for the fees paid to Consultant as provided in the Agreement, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/ or employee contributions for PERS benefits.

10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ( PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/ or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11. Interests of Consultant. Consultant ( including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598

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by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’ s services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.

Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a. will conduct research and arrive at conclusions with respect to his/ her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. ( FPPC Reg. 18700( a)(2).)

12. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’ s field of expertise.

13. Compliance with Laws.
a. Consultant shall comply with all local, state and federal laws and regulations applicable to the services required hereunder, including any rule, regulation or bylaw governing the conduct or performance of Consultant and/ or its employees, officers, or board members.
b. Consultant represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/ or business licenses, certifications and/ or permits necessary for performing the services described in this Agreement, including a City business license.

14. Licenses. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license.

15. Indemnity. Consultant shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when ( 1) the injury, loss of life, damage to property, or violation of DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598

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law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and ( 2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

16. Insurance Requirements.
a. Insurance. Consultant, at Consultant’ s own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager, the following insurance policies.
i. Workers’ Compensation Coverage. Consultant shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/ her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’ s employees. Any notice of cancellation or non- renewal of all Workers’ Compensation policies must be received by the City at least thirty ( 30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker’s Compensation Insurance and Employer’s Liability Insurance for his/ her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney.
ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($ 1,000, 000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 ( ed. 11/ 88) or Insurance Services Office form number GL 0002 ( ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage.

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iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non- owned vehicles, in an amount of not less than one million dollars ($ 1,000, 000) combined single limit for each occurrence.

Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 ( ed. 12/ 90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage.
iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance appropriate for Consultant’ s profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant’ s services under this Agreement, whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($ 1,000, 000) on a claims- made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language:
i. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers’ Compensation, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager and City Attorney, are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages.
ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers.

Any insurance maintained by the City, including any self- insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty ( 30) days written notice has been received by the City.

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c. Deductibles and Self- Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. At the City’s option, Consultant shall demonstrate financial capability for payment of such deductibles or self- insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein.

Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.

17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: City of Lake Elsinore
Attn: City Manager
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Consultant: Dustin Thompson Photography
Attn: Dustin Thompson
29378 Bull Pen Way
Lake Elsinore, CA 92530

18. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.

19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

20. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees.

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21. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

22. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (" Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on " public works" and " maintenance" projects.

Consultant agrees to fully comply with all applicable federal and state labor laws ( including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non- payment of prevailing wages under California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement.

25. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

26. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside.

27. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598

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make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: ( a) a name change; ( b) grant extensions of time; ( c) non- monetary changes in the scope of services; and/ or ( d) suspend or terminate the Agreement.

28. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire understanding between the parties relating to the obligations described herein. All prior or contemporaneous understandings, agreements, representations and statements, oral or written, are superseded in total by this Agreement and shall be of no further force or effect. Consultant’ s Proposal is incorporated only for the description of the scope of services and/ or the schedule of performance and no other terms and conditions from such proposal shall apply to this Agreement unless specifically agreed to in writing. In the event of conflict, this Agreement shall take precedence over those contained in the Consultant’ s Proposal.

30. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.

Signatures on next page]
DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598

Page 11 ends

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.

CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Assistant City Manager
CONSULTANT”
Dustin Thompson Photography, a sole
proprietorship.

By: Dustin Thompson
Its: Owner
Attachments: Exhibit A – Consultant’ s Proposal
DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598

EXHIBIT A

EXHIBIT A
CONSULTANT’ S PROPOSAL
ATTACHED]
DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598 Scope of Service - Photography Services
Business Name: Dustin Thompson Photography
Contact Information: 951- 640- 6162 or dustintphotography@gmail. com Service Description:

We provide professional photography services for various occasions and events. Our photography style is versatile, and we are committed to capturing meaningful moments and creating lasting memories for our clients.

Service Offerings:

Event Photography:

We specialized in all types of event photography, some of the examples are concerts, sports, car shows, city events, parties, parades, and more.

Rate: $250 per hour
Action Photography
We can capture all types of action photography such as motocross, sky diving, water- sports, etc.

Rate: $250 per hour
Commercial Real Estate
We offer landscape, architecture, cityscape, real estate photography that you can use to promote the city.

Rate: $ 250 per hour
Portrait/ Headshot Photography:

We also offer portrait and headshot photography, including individual or group.

Rate: $250 per hour
Videography
We also offer videography services. We can deliver loose clips to be added to a project or an edited video.

Rate: $350 per hour
Service Includes:

Professional photography equipment and gear.

Image editing ( color correcting and minor blemish removal) and post- processing to enhance the nal results.

Online gallery or digital delivery of high- resolution images.

Rights to use the images for personal and promotional purposes.

Cancellation Policy:

If you need to cancel or reschedule a booked session, please provide at least 48 hours of notice.

DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598 Client Responsibilities:

Clients are responsible for arranging and covering any location fees or permits, if required.

Ensure that all subjects and items to be photographed are ready and available at the scheduled time.

Additional Services:

If you have any specic photography needs or requests beyond the standard scope of service, please feel free to discuss them with me, and I will do my best to accommodate your requirements.

Sincerely,
Dustin Thompson
Dustin Thompson Photography
951- 640- 6162
DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598 11/ 03/ 2023
Veracity Insurance Solutions, LLC.
260 South 2500 West, Suite 303
Pleasant Grove UT 84062
FFI Program Support
844. 670. 1078
info@fullframeinsurance. com
Response Indemnity Company of California 10970
Dustin Thompson, DBA -- Year
29378 Bull Pen Way
Lake Elsinore CA 92530
A
x
x
x
x
FVP024027- 00 10/ 05/2023 10/05/2024
1,000, 000
300, 000
5,000
1,000, 000
2,000, 000

INCLUDED
Certificate holder had been added as additional insured regarding the above mentioned policy per attached Additional Insured - Owners, Lessees, Contractors - Scheduled person or organization ( CG20 10, ED. 04 13) City of Lake Elsinore
130 S. Main Street
Lake Elsinore, CA 92530
DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598 Policy Number: FVP024027 COMMERCIAL GENERAL LIABILITY
CG 20 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS –

SCHEDULED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person( s) Or Organization( s) Location( s) Of Covered Operations City of Lake Elsinore
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II – Who Is An Insured is amended to include as an additional insured the person( s) or organization( s) shown in the Schedule, but only with respect to liability for " bodily injury", property damage" or " personal and advertising injury" caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the
additional insured( s) at the location( s) designated above.

However:

1. The insurance afforded to such additional insured only applies to the extent permitted by law; and

2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.

CG 20 10 04 13 © Insurance Services Office, Inc., 2012

Page 1 of 2 ends

DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598 B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or " property damage" occurring after:

1. All work, including materials, parts or equipment
furnished in connection with such work, on the
project ( other than service, maintenance or repairs) to be performed by or on behalf of the additional
insured( s) at the location of the covered operations
has been completed; or

2. That portion of " your work" out of which the injury or damage arises has been put to its intended use by
any person or organization other than another
contractor or subcontractor engaged in performing
operations for a principal as a part of the same
project.

C. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.

CG 20 10 04 13 © Insurance Services Office, Inc., 2012

Page 2 of 2 ends

DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598 Commercial Automobile Liability Waiver Form
City of Lake Elsinore
Contractor ( Consultant, etc.): ______________
Automobile Liability Requirements:

Minimum Scope of Insurance: Coverage shall be at least as broad as: Insurance Services Office Business Auto Coverage from CA 00 01 06 92 covering Automobile Liability, Code 1 ( any auto). If the Contractor owns no automobiles, a non- owned auto endorsement to the General Liability policy described above is acceptable.

Minimum Limits of Insurance: Contractor shall maintain limits no less than: One million ($ 1, 000, 000) per accident for bodily injury and property damage.

Waiver Request:

Staff confirms that the Vendor is unable to obtain a non- owned auto endorsement to their General Liability Policy. Therefore an Automobile Liability waiver is being requested for the following reason( s):

Initial:

Vendor does not use an automobile in connection with their work.

The Vendor’ s vehicle is not primarily used for commercial purposes. Therefore, although the Vendor has Automobile Liability coverage, the Vendor does not have Commercial Automobile Liability coverage.

Contractor:

D:

D:

Signature
Signature
Signature
Date
Date
Date
Dustin Thompson Photography
DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598 11/ 6/ 2023 | 10: 19 AM PST
11/ 16/ 2023 | 1: 31 PM PST
11/ 16/ 2023 | 5: 48 PM PST
CERTIFICATE OF EXEMPTION FROM WORKERS’ COMPENSATION INSURANCE I hereby certify that in the performance of the work for which this Agreement is entered into, I shall not employ any person in any manner so as to become subject to the Worker’s Compensation Laws of the State of California.

Executed on _______________________, at Lake Elsinore, California.

Contractor Contractor Signature
Dustin ThompsonPhotography
DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598 11/ 16/ 2023 | 1: 31 PM PST

CITY OF LAKE ELSINORE

TO BE POSTED IN A CONSPICUOUS PLACE
Business Name:

Business Location:

Owner Name( s):

BUSINESS LICENSE NO.

Issue Date:

Description:

Expiration Date:

BUSINESS LICENSE
THIS IS YOUR LICENSE • NOT TRANSFERABLE
29378 BULL PEN WAY Business Type:

LAKE ELSINORE, CA 92530

DUSTIN THOMPSON PHOTOGRAPHY
29378 BULL PEN WAY
LAKE ELSINORE, CA 92530
This business license is issued for revenue purposes only and does not grant authorization to operate a business. This business license is issued without verification that the holder is subject to or exempted from licensing by the state, county, federal government, or any other governmental agency.

Administrative Services - Licensing
130 South Main Street, Lake Elsinore, CA 92530
PH ( 951) 674- 3124

DUSTIN THOMPSON PHOTOGRAPHY

DUSTIN THOMPSON

RESIDENTIAL BUSINESS/ OFFICE USE
ONLY

PHOTOGRAPHY/ HOME OFFICE
022833
5/1/ 2023 4/ 30/ 2024
Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender - based discrimination of business establishments. A full notice is available in English or other languages by going to: https:// www. dca. ca. gov/ publications/ DocuSign Envelope ID: 8C93E150- E445- 45B6- 888D- 79158B065598 14)
Bunny Trunk Hop Road Closures - 2025
Approve the road closure for the Bunny Trunk Hop Event on Saturday, April 19th, 2025.

Page 1 of 2 ends

REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Johnathan Oliver Skinner, Director Of Community Services Date:March 25, 2025
Subject:Bunny Trunk Hop Road Closures - 2025
Recommendation
Approve the road closure for the Bunny Trunk Hop Event on Saturday, April 19th, 2025.

Background
The Community Services Department is excited to bring back the highly successful Bunny Trunk Hop to Historic Main Street. Two years ago, we added a unique and fun twist on kids gathering eggs by integrating a trunk or treat. Local groups and businesses came out in full force, decorating their car trunks with spring-themed decorations where thousands of children walked from one decorated car to another, collecting candy and treats as they progressed. The event provided a great opportunity for the community to come together and enjoy the start of the spring season.

The event supported local businesses, promoted the downtown area, and provided a fun and family-friendly experience for residents.

Discussion
The 2025 Bunny Trunk Hop is planned to take place on Main Street in Downtown Lake Elsinore from 10:00 a.m. to 1:00 p.m. The Community Services Department, Public Works Department, and Sheriff’s Department will coordinate resources to ensure public safety. As a result, staff is recommending street closures on Main Street between Heald and Sulphur as detailed in Attachment 1. It is recommended that these street closures remain in place from 7:00 a.m. to 3:30 p.m. The street closures will be enforced by Law Enforcement personnel. The road closures may be altered to accommodate event needs with the approval of the City Engineer.

Bunny Trunk Hop

Page 2 of 2 ends

This year, the Lake Elsinore Historical Society, Studio 395, and the Chamber of Commerce are coming together to showcase their 2026 History Days event during the Bunny Trunk Hop.

Attendees will be able to "Hop into History" with a variety of activities and performances that highlight the rich history of Lake Elsinore.

Fiscal Impact
Costs for City personnel staffing will be accommodated via the Community Services special events budget.

Attachments
Attachment 1 - Street Closure Map
Attachment 2 - Flyer
Community Services

CITY OF LAKE ELSINORE APPROVALCITY OF LAKE ELSINORE

PORTABLE CHANGEABLE MESSAGEBOARD TO BE PLACED DURING EVENT PORTABLE CHANGEABLE MESSAGE BOARD TO BEPLACED AT LEAST 1 WEEK PRIOR TO EVENT SIGN SPACING25 MPH - 100'30-40 MPH - 250'>40 MPH - 350' BUNNY TRUNK hop!
SATURDAY, APRIL 19, 2025 FROM 10 AM TO 1 PM

DOWNTOWN MAIN STREET, LAKE ELSINORE

DJ I FREE AMUSEMENTS I CRAFTS I PICTURES WITH THE EASTER BUNNY EXCLUSIVE PREVIEW! A GLIMPSE INTO THE UPCOMING 2026 EVENT: HISTORY DAYS WWW.LAKE-ELSINORE.ORG OR CALL 951-674-3124 EXT 292
15)
July 4th Fireworks Celebration on the Lake
Approve and authorize the City Manager to execute a Production Agreement with Pyro Spectaculars, Inc. in an amount not to exceed $50,000 for the 4th of July Annual Fireworks Spectacular in such final form as approved by the City Attorney.

Page 1 of 2 ends

REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Johnathan Oliver Skinner, Director of Community Services Date:March 25, 2025
Subject:July 4th Fireworks Celebration on the Lake
Recommendation
Approve and authorize the City Manager to execute a Production Agreement with Pyro Spectaculars, Inc. in an amount not to exceed $50,000 for the 4th of July Annual Fireworks Spectacular in such final form as approved by the City Attorney.

Background
For years, the City held an Annual Fireworks Spectacular on Lake Elsinore, which included a “View by Boat” fireworks show over the lake. Pyro Spectaculars, Inc. located in Rialto, California provided services. Pyro Spectaculars also performs the same service for many surrounding communities including Diamond Stadium.

Each year, more and more attendees enjoy the production, and KOLA Radio 99.9 broadcast a radio simulcast for the Fireworks show, which lasts approximately 20 minutes. In addition to those, enjoying the show on the shore, limited boaters with appropriate night navigational lighting can experience the Fireworks on the Lake.

Discussion
The Sherriff’s Department, Fire Department, Public Works Department and Community Services Department will coordinate resources to ensure the festivities of the Fireworks Show is a fun and safe event. In order to ensure the safety of the participants, staff will recommend street closures and special event staffing that will be enforced with a combination of City Public Works staff and Law Enforcement.
4th of July Fireworks Agreement

Page 2 of 2 ends

Fiscal Impact
Pyro Spectaculars is the primary supplier of such services in this region and is used by most other municipalities in the area. The Fireworks Show is budgeted in the Community Services Department operating budget for $50,000.00. In addition, there are ancillary costs for staff time and resources that are associated with the implementation of the event for safety and law enforcement, Public Works personnel, and required equipment rentals, which are also included in the CSD operating budget.

If approved, an agreement will be signed and a 50% deposit of $25,000.00 will be required by April 1, 2025 for Pyro Spectaculars to secure the fireworks show. The balance would be due no later than June 5, 2025.

Attachments
Attachment 1- Agreement
Exhibit A- Proposal
Community Services

16)
Agreement with Southern California Mulch, Inc. (SoCal Mulch) for the Mulch Maintenance of Citywide Streetscapes
Approve and authorize the City Manager to execute an agreement with SoCal Mulch, Inc. in an amount not to exceed $159,015.63 for the Mulch Maintenance of Citywide Streetscapes in such final form as approved by the City Attorney and authorize the City Manager to execute change orders not exceeding a 10% contingency of $15,901.56 for unanticipated costs.

Page 1 of 2 ends

REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Remon Habib, City Engineer
Date:March 25, 2025
Subject:Agreement with Southern California Mulch, Inc. (SoCal Mulch) for the Mulch Maintenance of Citywide Streetscapes
Recommendation
Approve and authorize the City Manager to execute an agreement with SoCal Mulch, Inc. in an amount not to exceed $159,015.63 for the Mulch Maintenance of Citywide Streetscapes in such final form as approved by the City Attorney and authorize the City Manager to execute change orders not exceeding a 10% contingency of $15,901.56 for unanticipated costs.

Background
A Request for Quote (RFQ) was emailed to three local companies to request an informal bid for the delivery and installation of 4,580 CY of mulch by way of a blower truck in the city streetscapes.

This will include medians, parkways and other areas as needed. The city will provide the material that the contractor will pick up from the CR&R transfer station. The following were responsive contractors.

Contractor Quote for 4,580 CY
SoCal Mulch $159,015.63
Diversified Landscape Co. $229,000.00
AG Organics, Inc. $261,976.00
Discussion
The Mulch will be utilized at Landscaped Parkways throughout the City as well as at City owned Parks. Mulch reduces water evaporation, which in turn saves on water cost. Mulch also reduces soil erosion up to 85 percent. Mulch in the landscape and slope areas should each renewed every year.

Award of Contractor Services

Page 2 of 2 ends

Fiscal Impact
Funding is allocated from the CalRecycle SB 1383 Local Assistance Grant.

Attachments
Attachment 1 - Agreement
Exhibit A - Proposal
Engineering

Page 1 ends

AGREEMENT FOR CONTRACTOR SERVICES
Southern California Mulch, Inc.

Installation of Mulch
This Agreement for Contractor Services (the “Agreement”) is made and entered into as of March 25, 2025, by and between the City of Lake Elsinore, a municipal corporation (‘‘City") and Southern California Mulch. Inc. (SoCal Mulch), a corporation ("Contractor").

RECITALS
A. The City has determined that it requires the following contractor services:

Deliver and install mulch by blower truck - citywide
B. Contractor has submitted to City a proposal, dated February 6, 2025, attached hereto as Exhibit A (“Contractor’s Proposal”) and incorporated herein, to provide contractor services to City pursuant to the terms of this Agreement.

C. Contractor possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein.

D. City desires to retain Contractor to perform the services as provided herein and Contractor desires to provide such contractor services as set forth in this Agreement.

AGREEMENT

1. Scope of Services. Contractor shall perform the services described in Contractor’s Proposal (Exhibit A). Contractor shall provide such services at the time, place, and in the manner specified in Contractor’s Proposal, subject to the direction of the City through its staff that it may provide from time to time.

2. Time of Performance.
a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Contractor’s Proposal (Exhibit A). b. Performance Schedule. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Contractor’s Proposal (Exhibit A). When requested by Contractor, extensions to the time period(s) specified may be approved in writing by the City Manager.

Page 2 ends

c. Term. The term of this Agreement shall commence upon execution of this Agreement and shall continue until the services and related work are completed in accordance with the Contractor’s Proposal (Exhibit A).

3. Compensation. Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractors’ Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Contractor’s compensation exceed One Hundred Fifty-Nine Thousand and Fifteen dollars and Sixty-Three Cents ($159,015.63) without additional written authorization from the City. Notwithstanding any provision of Contractor’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

4. Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor’s bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services. Contractor’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty-five (45) days after receipt of the monthly invoice by City staff.

5. Background Checks. At any time during the term of this Agreement, the City reserves the right to make an independent investigation into the background of Contractor’s personnel who perform work required by this Agreement, including but not limited to their references, character, address history, past employment, education, social security number validation, and criminal or police records, for the purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons or property in and around the vicinity of where the services will be rendered or City Hall. If the City makes a reasonable determination that any of Contractor’s prospective or then current personnel is deemed objectionable, then the City may notify Contractor of the same. Contractor shall not use that personnel to perform work required by this Agreement, and if necessary, shall replace him or her with a suitable worker.

6. Suspension or Termination.
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 Contractor at least ten (10) days prior written notice. Upon receipt of such notice, the Contractor 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 Contractor 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 Contractor will submit an invoice to the City, pursuant to Section entitled “Method of Payment” herein.

Page 3 ends

7. Plans, Studies, Documents.
a. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Contractor for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at Contractor’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. City shall have sole determination of the public’s rights to documents under the Public Records Act, and any third- party requests of Contractor shall be immediately referred to City, without any other actions by Contractor.
b. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. c. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City’s name or insignia, photographs relating to project for which Contractor’s services are rendered, or any publicity pertaining to the Contractor’s services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

8. Contractor’s Books and Records.
a. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor to this Agreement.

Page 4 ends

b. Contractor shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the Executive Director, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Contractor’s address indicated for receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Contractor’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Contractor, Contractor’s representatives, or Contractor’s successor-in-interest.

9. Independent Contractor.
a. Contractor is and shall at all times remain as to the City a wholly independent contractor pursuant to California Labor Code Section 3353. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary and except for the fees paid to Contractor as provided in the Agreement, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

10. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11. Interests of Contractor. Contractor (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered

Page 5 ends

by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Contractor’s services hereunder. Contractor further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.

Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor:
a. will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).)

12. Professional Ability of Contractor. City has relied upon the professional training and ability of Contractor to perform the services hereunder as a material inducement to enter into this Agreement. Contractor shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Contractor’s field of expertise.

13. Compliance with Laws.
a. Contractor shall comply with all local, state and federal laws and regulations applicable to the services required hereunder, including any rule, regulation or bylaw governing the conduct or performance of Contractor and/or its employees, officers, or board members.
b. Contractor represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license.

14. Licenses. Contractor represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Contractor to practice its profession. Contractor shall maintain a City of Lake Elsinore business license.

15. Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of

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law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

16. Insurance Requirements.
a. Insurance. Contractor, at Contractor’s own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City’s Risk Manager, the following insurance policies.
i. Workers’ Compensation Coverage. Contractor shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. In the event that Contractor is exempt from Worker’s Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California, Contractor shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney.
ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage.

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iii. Automobile Liability Coverage. Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence.

Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 (“any auto”). No endorsement may be attached limiting the coverage.
iv. Professional Liability Coverage. Contractor shall maintain professional errors and omissions liability insurance appropriate for Contractor’s profession for protection against claims alleging negligent acts, errors or omissions which may arise from Contractor’s services under this Agreement, whether such services are provided by the Contractor or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A:VII and shall be endorsed with the following specific language:
i. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers’ Compensation, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the Executive Director and City Attorney, are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages.
ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.

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c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City’s option, Contractor shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein.

Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.

17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: Successor City of the Redevelopment City of the City of Lake Elsinore
Attn: Executive Director
130 South Main Street
Lake Elsinore, CA 92530
With a copy to: City of Lake Elsinore
Attn: City Clerk
130 South Main Street
Lake Elsinore, CA 92530
If to Contractor: Southern California Mulch, Inc.

Attn: Robert Sheedy
30141 Antelope Rd. D116
Menifee, CA 92584

18. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Contractor and the subcontractors listed in Exhibit B. Contractor shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express consent of the City. Contractor shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.

19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

20. Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing

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party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys’ fees.

21. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

22. Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

23. Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects.

Contractor agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Contractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement.

25. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

26. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside.

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27. Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The Executive Director is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement.

28. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire understanding between the parties relating to the obligations described herein. All prior or contemporaneous understandings, agreements, representations and statements, oral or written, are superseded in total by this Agreement and shall be of no further force or effect. Contractor’s Proposal is incorporated only for the description of the scope of services and/or the schedule of performance and no other terms and conditions from such proposal shall apply to this Agreement unless specifically agreed to in writing. In the event of conflict, this Agreement shall take precedence over those contained in the Contractor’s Proposal.

30. Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. [Signatures on next page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Assistant City Manager
“CONTRACTOR”
Southern California Mulch, Inc., a
Corporation
By: Robert Sheedy
Its: General Manager
Attachments: Exhibit A – Contractor’s Proposal

EXHIBIT A

EXHIBIT A
CONTRACTOR’S PROPOSAL
[ATTACHED]

Estimate
Date
2/6/2025
Estimate Number
15451

BILL TO
City Of Lake Elsinore
Public Works Department
951-674-5170
Attn: Chris Erickson
951-453-9463 (Cell)

SHIP TO
Streetscapes
Lake Elsinore CA
Southern California Mulch Inc.
30141 Antelope Rd D116
Menifee CA 92584
Lic#1036323
Terms
Thank You, RJ
Phone #
951-325-5355
E-mail
[email protected]
Web Site
www.SoCalMulch.com
Total
Subtotal
Sales Tax (8.75%)
DescriptionQuantity U/M Price Per Unit Total
CR&R Mulch (Customer supplied)4,520 CY 0.00 0.00T
Delivery & Installation Via Blower Truck4,520CY 35.00 158,200.00 Short Load Fee1 ea 750.00 750.00T
-Price is based on 45 CY loads delivered and installed via blower truck. Any loads less than 45 CY are subject to a short load fee.
-Price to include light cleanup with backpack blower, Final detailing up to customer.
-Price based on Prevailing Wage

0.00 0.00T
Quote valid for 60 days $159,015.63
$158,950.00
$65.63
17)
Construction Agreement with Leonida Builders, Inc. for the CDBG and SB 821 Lakeshore Drive ADA Sidewalk Improvement Project (CDBG No. 2.LE.84-22, CIP Project No. Z10084)
Approve and authorize the City Manager to execute a Public Works Construction Agreement with Leonida Builders, Inc. in the amount of $1,199,700.00 for the CDBG and SB 821 Lakeshore Drive ADA Sidewalk Improvement Project (CDBG No. 2.LE.84-22 CIP Project No. Z10084) in such final form as approved by the City Attorney; authorize the City Manager to execute change orders not to exceed 10% contingency amount of $119,970.00; and authorize the City Clerk to record the Notice of Completion once it is determined the work is complete and the improvements are accepted into the City-maintained pedestrian network.

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REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Jason Simpson, City Manager
Prepared by:Remon Habib, City Engineer
Date:March 25, 2025
Subject:Construction Agreement with Leonida Builders, Inc. for the CDBG and SB 821 Lakeshore Drive ADA Sidewalk Improvement Project (CDBG No.

2.LE.84-22, CIP Project No. Z10084)
Recommendation
Approve and authorize the City Manager to execute a Public Works Construction Agreement with Leonida Builders, Inc. in the amount of $1,199,700.00 for the CDBG and SB 821 Lakeshore Drive ADA Sidewalk Improvement Project (CDBG No. 2.LE.84-22 CIP Project No. Z10084) in such final form as approved by the City Attorney; authorize the City Manager to execute change orders not to exceed 10% contingency amount of $119,970.00; and authorize the City Clerk to record the Notice of Completion once it is determined the work is complete and the improvements are accepted into the City-maintained pedestrian network.

Background
This project will include nearly one mile of new sidewalks, curb & gutter, and ADA ramps. The project is on Lakeshore Drive, with the west limit being the Lake Elsinore Senior Activity Center and the east limit being Elm Street.

The project was advertised on January 6, 2025.

Discussion
Contractor Bids were secured via the city’s electronic bidding portal PlanetBids on February 5, 2025, at 2:00 PM, and results were made publicly visible. The City received six (6) bids from qualified contractors. Staff recommends awarding the project to the apparent qualified low bidder Leonida Builders, Inc. The bid results are summarized below:

CDBG/SB 821 Lakeshore Dr. Award

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