CLIENT SERVICES AGREEMENT
Short Form Client Agreement June 2025
THIS SERVICES AGREEMENT (“Agreement”) is entered into this ______ day of ________________ 20__ (“Effective Date”) by and between [ insert Michael Baker Inc. (“MICHAEL BAKER”) and City of L ake Elsinore (“CLIENT”) for the “Services” of MICHAEL BAKER in connection with the “Project,” both as more fully described in Exhibit A (Scope of Services & Compensation). CLIENT and MICHAEL BAKER may be referred to individually as a “Party” and collectively as the “Parties” herein.
STANDARD OF CARE: The standard of care applicable to the Services shall be that care and skill ordinarily used by members of the same profession practicing under similar conditions at the time and at the Project locale.
TIME OF PERFORMANCE : MICHAEL BAKER shall commence the Services upon receipt of written notice to proceed from CLIENT and shall complete the Services within the time period set forth in this Agreement, subject to any delays caused by CLIENT or any ”Force Majeure Event,” as defined herein.
PAYMENT: CLIENT shall compensate MICHAEL BAKER for the Services as provided herein and Exhibit A hereto. Payments shall be made monthly by CLIENT to MICHAEL BAKER based on invoices submitted by MICHAEL BAKER. CLIENT shall pay MICHAEL BAKER interest on any payments not made within thirty (30) days of the date of applicable invoices at the rate of 1.5% per month. In the event the Services are terminated prior to the completion of this Agreement, MICHAEL BAKER shall be paid an amount proportional to the Services rendered through the date of termination. MICHAEL BAKER may suspend the Services if CLIENT fails to timely issue payment as required by the Agreement, and may terminate the Agreement if sums owed MICHAEL BAKER are over 30 days past due.
USE LICENSE: MICHAEL BAKER retains all ownership and right (including copyright, patent, intellectual property and common law) to all data and documents prepared or furnished by or on behalf of MICHAEL BAKER in connection with the Services (collectively, “Deliverables"). Conditioned upon payment of all sums due MICHAEL BAKER under this Agreement, CLIENT has a non- exclusive license to use the Deliverables only in connection with the Project. Use of or reliance upon any preliminary or incomplete Deliverables, re-use of any Deliverables without MICHAEL BAKER’s prior written approval, modification of any Deliverables without adaptation by MICHAEL BAKER (at an additional cost) or any other unauthorized use of the Deliverables shall be at CLIENT’s risk without lia bility to MICHAEL BAKER.
CLIENT shall indemnify and hold MICHAEL BAKER harmless from and against any liability, damage or loss (including, without limitation, attorneys’ fees) relating to any unauthorized use, re-use or modification of any Deliverables by CLIENT.
QUALIFICATIONS/EXCLUSIONS: MICHAEL BAKER is entitled to rely on the accuracy of any information or documentation furnished to MICHAEL BAKER by CLIENT in connection with the Project, and shall not be liable for any site, legal or environmental condition or requirement relating to the Services that is not disclosed or that is unknown to MICHAEL BAKER prior to the Effective Date.
MICHAEL BAKER shall have no responsibility for any construction activities, means, methods, techniques, sequences, procedures or safety programs or precautions employed on the Project, or for any increase, inaccuracy or deviation in any construction cost estimates furnished by MICHAEL BAKER in connection with the Project. If MICHAEL BAKER reviews any shop drawing, product data, samples or other submittal as a part of the Services, such review is limited to checking for general conformance with the design concept contained in the final released for construction design of MICHAEL BAKER, and no other purpose whatsoever.
CHANGES: If CLIENT requires changes in the Services, MICHAEL BAKER shall not be obligated to perform such changes without a written change order executed by both Parties. If MICHAEL BAKER elects to furnish additional services without an executed change order, such additional services shall be compensated by CLIENT on a time and material basis plus overhead and profit rates in effect at the time.
INDEMNIFICATION: Subject to any applicable limitation of liability, MICHAEL BAKER shall only be obligated to indemnify CLIENT from and against any direct damages incurred by CLIENT resulting from a third-party claim against CLIENT for personal injury (including death) or property (other than to the Project itself) damage that is solely caused by the negligence of MICHAEL BAKER in connection with the Services.
LIMITATIONS OF LIABILITY: To the fullest extent permitted by law, CLIENT agrees that: (i) MICHAEL BAKER’s total aggregate liability (whether such liability is based in contract, warranty, tort, equity, strict liability, statute, common law, and/or any other claim or theory) for any loss, damage, expense or cost of whatsoever kind or nature arising out of or relating in any way to the Agreement, Services and/or Project shall not exceed the greater of $50,000 or the total fee paid for the Services; and (ii) MICHAEL BAKER shall not be liable to CLIENT for any special , incidental, indirect, exemplary or consequential damage, loss, expense or cost (including, without limitation, loss of use , revenue, income, profit, financing, business, or reputation) arising out of relating in any way to the Agreement, Services or Project.
FORCE MAJEURE: MICHAEL BAKER shall not be liable for any failure to perform or any impairment to its performance to the extent such failure or impairment is caused by (i) any act of God, fire, flood, natural catastrophe, labor dispute or strike or shortage, national or state emergency, epidemic or pandemic, insurrection, riot, act of terrorism, war, act of government, (ii) any action or inaction of CLIENT or a third-party engaged by CLIENT , and/or (iii) any other event, occurrence or circumstance beyond the reasonable control of MICHAEL BAKER (each, a “Force Majeure Event”) . The compensation due MICHAEL BAKER and the schedule governing the timing for MICHAEL BAKER’s performance shall be equitably increased and extended, respectively, to address any impact to MICHAEL BAKER’s performance due to a Force Majeure Event.
DEBARMENT CERTIFICATION: The Parties certify that to the best of their knowledge, they are not presently suspended, debarred or otherwise sanctioned by a state or the federal government, and they do not conduct restricted business with sanctioned countries or sanctioned entities, which are listed by the U .S.
Department of the Treasury, Office of Foreign Asset Control or the U.S. Department of Commerce, Bureau of Industry and Security.
ASSIGNMENT: Neither Party may assi gn this Agreement without the prior written consent of the other. Notwithstanding the foregoing, MICHAEL BAKER may subcontract portions of the Services to subconsultant(s) subject to CLIENT’s reasonable approval.
MISCELLANEOUS: This Agreement shall be construed as if jointly prepared by the Parties, and nothing contained herein is intended or shall be construed to give any third party any interest in the Agreement or the Services and/or any right or claim against MICHAEL BAKER with regard to the Agreement or Services. If any term or provision of this Agreement is adjudicated or determined to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way be affected thereby. The Parties acknowledge that MICHAEL BAKER is furnishing the Services under this Agreement as an independent contractor, and not as an agent, representative, partner, joint venturer or employee of CLIENT. Except as may be otherwise provided by applicable law, each Party shall be responsible for its own attorneys’ fees and costs in all disputes between the Parties arising out of or relating to this Agreement. This Agreement (and any change order hereto) may be executed in counterparts, each of which shall be deemed to be an original, but together shall constitute one and the same instrument.
Signatures obtained electronically or by facsimile, PDF and/or email shall be treated as valid for all purposes.
ENTIRE AGREEMENT : This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter contained herein and supersedes all prior unde rstandings and/or agreements related to the same .
No modification or amendment to this Agreement shall be valid unless in writing and signed by both Parties.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties have executed this Agreement as of the Effective Date.
MICHAEL BAKER INC. CLIENT: CITY OF LAKE ELSINORE
By: By:
Signature Signature
Printed Name & Title Printed Name & Title
PROPOSAL FOR LABOR COMPLIANCE SERVICES
City of Lake Elsinore –Housing Authority County of Riverside Mary McDonald Riley Street Senior Apartments Project
FE
E PROPOSAL
Engineer’s Estimate: $8,967,500.00 (5M ARPA funding)
Estimated Construction Term: 18 Months
Estimated Consultant Services Term: up to 22 Months
Position: Labor Compliance Consulting Services
(Davis Bacon compliance for federally funded project
Requirements)
Total Estimated Work Hours: 595 hours
Cost Proposal Amount: $88,690.00
E
stimated Work Hours
R
eview of Pre-Construction Phase Compliance Activities and Files – Total: 75 hours Description Hours
Create Labor Standards Enforcement Files. 10
Prepare Contractor Verification files. 25
Review of Prime’s Bid Package for Federal Compliance. 10 Review of contract award notice. Prepare if missing. 5
Review of City’s contract award activity files. Prepare if missing. 5 Review of pre-bid meeting documents. Prepare if any missing. Attend pre-bid meeting. 15 Prepare compliance and wage presentation for pre-con meeting. Attend pre-construction meeting. 5 Total 75
The following items noted via client email dated Aug 11, 2025, Will be included in the Scope of Services above.
1. V
erification that City, and its principals, or any/all persons, contractors, consultants, businesses, etc. (“Developer Associates”), that City is conducting business with, are not presently debarred, proposed for debarment, suspended, declared ineligible, or voluntarily excluded from participation or from receiving federal contracts or federally approved subcontracts or from certain types of federal financial and nonfinancial assistance and benefits with the Excluded Parties Listing System (“EPLS”). EPLS records are located at www.sam.gov.
2. S
ingle comprehensive list of Developer Associates (individuals and firms) and evidence of the search results of each Developer Associate as verification of compliance with this requirement, as provided in, “Contractor Debarment Certification Form.”
U
pdate Project Files with:
• Pre-Con Compliance forms
• Authorization/Designation of Payroll Officer
• DAS 140 & 142 forms
• Fringe Benefit Statement
• Onsite Employee Notices and Posters
• Federal and State prevailing wages
• Project Funding Type Announcement
PROPOSAL FOR LABOR COMPLIANCE SERVICES
City of Lake Elsinore –Housing Authority County of Riverside Mary McDonald Riley Street Senior Apartments Project
Construction Phase – Total: 345 hours
Description Hours
Review weekly payrolls, apprentice information, training funds report, and supporting compliance documents.
Review of the subs’ federal compliance submittals. Prepare Monthly Status Report to Prime Contractor and City. (3 hours per week for up to 84 weeks)
252
Work with contractors to correct discrepancies and prepare findings report to City. 33 Conduct 15 onsite visits for employee interviews. (4 hours per site visit) 60 Total 345
Post-Construction Phase – Total: 175 hours
Description Hours
Remedy discrepancies in support of compliance close-out. 95 Prepare compliance close-out (finalize contractors’ compliance files and file delivery. 60 Participate in Close-out Meeting/File Review. 10
Prepare HUD Semi-Annual and Annual Reports for assigned project, if requested and applicable. 10 Total 175
Michael Baker International, Inc. (Michael Baker) offers to perform the services described in our proposal for the rates stated below. Michael Baker is providing this Fee Proposal for Labor Compliance enforcing and monitoring services.
Michael Baker confirms that the rates include all administrative costs, labor, supervision, materials, transportation, taxes, equipment, and supplies
Michael Baker will submit invoices monthly. Invoices will include a breakdown of employee position, name, rate, and hours worked. A detailed summary of the tasks performed (monitoring activities) will be attached as supporting documentation for the work hours reported on the invoice.
Rate Schedule 2025
Title 2025 Hourly Rates
Labor Compliance Project Manager $183
Project Manager $165
Labor Compliance Officer $140
Labor Compliance Specialist $136
Labor Compliance Analyst /Field Technician $120
**Please note rates are subject to a 5% increase each calendar year beginning January 1, 2026.
If the Project Cost or Scope changes, Michael Baker will work with the city to adjust the Fee Proposal accordingly. For any questions or concerns regarding this proposal, please contact Jessica Budin Caloroso (contact information provided below
Jessica Budin‐Caloroso
Michael Baker International
3760 Kilroy Airport Way, Suite 270
Long Beach, CA 90806
[email protected]
Phone: 310‐962‐6867