Agenda packet — Menifee City Council, November 16, 2022 (part 2 of 5)

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In October 2021, Community Services staff met with Menifee Valley Community Cupboard (MVCC) to discuss capacity and expansion capabilities. MVCC is Menifee’s only certified recovery agency that holds a Distribution Agreement with Feeding America and has existing relationships with many area businesses. MVCC has been an active food pantry serving the Menifee community for over 25 years and has been a great partner to the City. MVCC currently operates out of the Cherry Hills Plaza in Sun City. This non-profit, consisting primarily of volunteer workers, collects nearly 200,000 lbs. (or 100 tons) of food and assists roughly 700 Menifee families each year. MVCC has a long-standing Feedstock Agreement with Domenigoni Farms for the transfer of unused donations.

On January 19, 2022, City Council passed a resolution authorizing the City Manager to execute necessary grant documents and to submit a joint application alongside MVCC, as was required under the grant application process. City staff, along with MVCC, responded to the call for projects under CalRecycle’s Edible Food Recovery Grant (EFRG) Program and were included as part of the second-round funding awardees. The EFRG Program is an annual competitive grant which primarily awards to counties and waste districts. Menifee is just one of two cities, in the state (and the only city in Riverside County) to receive funding under this Program. The funded project includes the addition of climate controls to an MVCC container to allow for the storage of semi- perishable goods, upgrades to the kitchen preparation area to allow for processing and repackaging of bulk item donations, as well as an additional collection/distribution vehicle. These improvements will more than double the capacity of MVCC and position their operation to expand to satellite distribution sites in both Romoland and Quail Valley, two of the communities most underserved and vulnerable areas. While the need of food donations has stabilized due to the school district free lunch program, demand is expected to increase as these programs expire and as the City population continues to grow. Staff recommends that Council move forward with approving the acceptance of the grant to support the continued partnership with a critical local resource, such as MVCC.

STRATEGIC PLAN OBJECTIVE
Accessible and Interconnected Community

FISCAL IMPACT
The fiscal impact from the acceptance of the Edible Food Recover Grant would result in an increase of $241,360 in grant revenue and corresponding appropriation in expenditure accounts as assigned by the Finance Department, including a $7,500 transfer from the Grant Fund into General Fund to fund personnel overhead associated with direct City staff providing grant management and reporting for this Project.

ATTACHMENTS

1. CalRecycle’s Award Notification EFRG

2. Grant Summary Report

3. Budget Amendment Resolution – CalRecycle’s Edible Food Recovery Grant Item Title: 10.8
CalRecycle Edible Food Recovery Grant Award
Item Page Number: 2
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EFR2-22-0003

City of Menifee

State of California - California Environmental
Protection Agency
CalRecycle 110 (Rev 10/19)

Department of Resources Recycling and
Recovery (CalRecycle)

Grant Agreement Cover Sheet

Grant Number

EFR2-22-0003

Name of Grant Program

2022-23 Edible Food Recovery Grant Program

Grantee Name

City of Menifee

Taxpayer's Federal Employer Identification Number

Total Grant not to Exceed

$241,360.00

Start of Grant Term

Notice to Proceed Email Date

End of Grant Term

April 01, 2025

The Department of Resources Recycling and Recovery (CalRecycle) and City of Menifee (the “Grantee”), in mutual consideration of the promises made herein, agree to comply with the provisions of this Agreement, which consists of this Grant Agreement Cover Sheet and the following Exhibits, which are incorporated by this reference and made a part of this Agreement as if attached hereto:

Exhibit A – Terms and Conditions
Exhibit B – Procedures and Requirements
Exhibit C – Application with revisions, if any, and any amendments

This Agreement is of no force or effect until signed by both parties. Grantee shall not commence performance until it receives written approval from CalRecycle. In witness whereof, the parties hereto have executed this Agreement as of the dates entered below.

Item Title: 10.8
CalRecycle Edible Food Recovery Grant Award
Item Page Number: 3
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EFR2-22-0003

City of Menifee

Department/Grantor Name Grantee Name
CalRecycle City of Menifee
Signature of CalRecycle’s Authorized
Signatory
Signature of Grantee’s Authorized Signatory
(as authorized in Resolution, Letter of
Commitment, or Letter of Designation)
X

Printed Name of CalRecycle’s Authorized
Signatory
Printed Name of Grantee’s Authorized
Signatory
Brandy Hunt

Title Title
Deputy Director, CalRecycle

Date Date

Grantee Payment Address
City of Menifee Community Services
29844 Haun Rd
Menifee, CA 92586

Revised Grantee Payment Address (if needed)

City Manager
Oct 4, 2022
Armando G. Villa
Armando Villa
Digitally signed by Armando Villa
Date: 2022.10.04 08:20:18 -07'00'Brandy Hunt
Digitally signed by Brandy Hunt
Date: 2022.10.05 12:34:24
-07'00'
Oct 5, 2022
Item Title: 10.8
CalRecycle Edible Food Recovery Grant Award
Item Page Number: 4
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EFR2-22-0003

City of Menifee

Certification of Funding

Amount Encumbered by
this Agreement
Prior Amount Encumbered for
this Agreement
Total Amount
Encumbered to Date
$241,360.00

$241,360.00

Grant Year/Program Chapter Statute Year
2022-2023 Edible Food
Recovery Grant Program 43 2022

Org Code Reference Fund
3970 101 0001

Enactment Year Fiscal Year Fund Title
2022 2022-23 General

Fi$Cal Expenditure Information

Reporting Structure Program (PGM-SUB-TSK) Account/Alt Account 39707850 3700000703 5432000

I hereby certify upon my own personal knowledge that budgeted funds are available for the period and purpose of the expenditure stated above.

Signature of CalRecycle Budget Office Date

Dalma Gomez
Digitally signed by Dalma Gomez
Date: 2022.09.23 08:50:47 -07'00'

Item Title: 10.8
CalRecycle Edible Food Recovery Grant Award
Item Page Number: 5
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This report is to be completed for each approved grant and forwarded along with approved council agenda staff report to the Finance Department.

FISCAL YEAR OF GRANT AWARD: _________________ DATE CITY COUNCIL APPROVED: ________________________ Grant Name: _____________________________________________ Granting Agency: __________________________ City Department: _________________________________________ City Grant Administrator: ____________________ Grant performance period: ________________ Type of Grant: ☐ State ☐ Federal ☐ Local ☐ Other: ________________ Grant Purpose/City Program:

If Federal Grant:

Federal Awarding Agency: ____________________ Federal CFDA Number: _____________________ If Pass-through Grant:

Pass-through Agency: ____________________ Pass-through Number: _____________________ Grant ID Number: ____________________
Grant Funding Period: ____________________ Amended Through: _____________________ Amount from Granting Agency: ____________________ Method of Funding: ____________________ City Matching Funds: ____________________ Frequency of Funding: ____________________ Total Grant Amount: ____________________ If other, please describe: ____________________ City Expenditure Account No: ____________________ City Revenue Account No: ____________________ Reporting Requirements:

Does the funding agency require a compliance audit? _____________________________________________ If yes, what kind of report? __________________________________________ Additional reporting required: ________________________________________ Does the funding agency require a copy of the Single Audit report? _____________________________________ Is this a federal grant (subject to Single Audit)? __________________________________________ Can grant funds be carried over to other fiscal years? __________________________________________ If yes, which years? __________________________________________ Is allocated interest a grant requirement? __________________________________________

CITY OF MENIFEE

GRANT SUMMARY REPORT

FINANCE DEPARTMENT
2022/23
11/16/2022
22/23 Edible Food Recovery Grant Program
CalRecycle
Menifee Community Services
Kori Jones
N/A
N/A
N/A
N/A
EFR2-22-0003
11/16/22-04/1/25
-
241,360
Reimbursement
0 -
241,360
-
301-4661-58164
301-3892
No
N/A
yes, see above.

No
No
No
Thru April 2025 (FY24/25)
No
✔
11/16/22-04/1/25
The funded project includes the addition of climate controls to an MVCC container to allow for the storage of semi-perishable goods, upgrades to the kitchen preparation area to allow for processing and repackaging of bulk item donations, as well as an additional collection/distribution vehicle.he funded project includes the addition of climate controls to an MVCC container to allow for the storage of semi-perishable goods, upgrades to the kitchen preparation area to allow for processing and repackaging of bulk item donations, as well as an additional collection/distribution vehicle.

Online payment requests through Online portal. Once vests have been delivered, complete an Online receiving report and request for payment.

Item Title: 10.8
CalRecycle Edible Food Recovery Grant Award
Item Page Number: 6
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RESOLUTION NO. 22-____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA, AMENDING THE FISCAL YEAR 2022/23 OPERATING BUDGET
WHEREAS, the City of Menifee, California adopted a budget for the fiscal year 2022/23 with Resolution No. 22-1157 on June 1st , 2022; and
WHEREAS, from time to time the City of Menifee receives unanticipated revenues, experiences unanticipated expenditures, and/or identifies alternative funding sources; and WHEREAS, it is in the best interest of the citizens of the City of Menifee to allocate budget resources to continue the operations of the City of Menifee; and WHEREAS, the City Council of the City of Menifee needs to amend the fiscal year 2022/23 budget as follows:

AMENDMENTS TO ADOPTED BUDGET:

Grant Fund Adopted FY 2022/23 Revenue Budget: $2,025,210.00

1. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
July 20, 2022 American Rescue Plan (ARP):

Fire Station #68 Project 301-3742 $329,429
September 21, 2022 2022 Clean Air Microgrant 301-3744 1,000 September 21, 2022 Specialized Transit Program 301-3891 150,000 October 19, 2022
American Rescue Plan: Holland Road
Water, Recycled Water, and Sewer Utilities
Project (FY21/22 Carry-Over)
301-3742 500,000
October 19, 2022
American Rescue Plan: Economic
Development Program (FY21/22 Carry-
Over)
301-3742 500,000
November 2, 2022 US DOJ Bulletproof Vest Partnership Grant 301-3863 5,119.34 November 16, 2022 OTS Grant 301-3865 109,000
November 16, 2022 Permanent Local Housing Allocation
(PLHA) 301-3743 391,071
November 16, 2022 American Rescue Plan: Mass Notification System (FY21/22 Carry-Over) 301-3742 120,000
November 16, 2022 CalRecycle Edible Food Recovery Grant 301-3892 241,360 TOTAL: $2,346,979.34
Amended Grant Fund FY 2022/23 Revenue Budget: $4,372,189.34 Grant Fund Adopted FY 2022/23 Expenditure Budget: $2,010,210.00

2. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
July 20, 2022 American Rescue Plan (ARP):

Fire Station #68 Project 301-4555-58101 $329,429
August 3, 2022 SB1383 Local Assistance Grant:

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Amending the Fiscal Year 2022/23 Grant Fund Budget
CalRecycle Edible Food Recovery Grant
2 4
3 9
7 5
October 19, 2022
Holland Road Water, Recycled Water, and
Sewer Utilities Project (FY21/22 Carry-
Over)
301-4221-52216 500,000
October 19, 2022
American Rescue Plan: Economic
Development Program (FY21/22 Carry-
Over)
301-4221-58162 500,000
November 2, 2022 US DOJ Bulletproof Vest Partnership Grant 301-4911-52834 5,119.34 November 16, 2022 OTS Grant 301-4911-52426 109,000
November 16, 2022 Permanent Local Housing Allocation
(PLHA) 301-4330-52843 391,071
November 16, 2022
American Rescue Plan: Mass
Notification System (FY21/22 Carry-
Over)
301-4221-58161 120,000
November 16, 2022 CalRecycle Edible Food Recovery Grant 301-4331-58164 233,860 November 16, 2022 CalRecycle Edible Food Recovery Grant (Transfer Out- Staff Administration) 301-4331-59000 7,500 TOTAL: $2,488,495.34
Amended Grant Fund FY 2022/23 Expenditure Budget: $4,498,705.34

3. Record Transfer of Funds:

FROM ACCOUNT # TO ACCOUNT # AMOUNT
TOTAL:

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY RESOLVE AS FOLLOWS:

The annual budget for the Grant Fund for the City of Menifee for fiscal year 2022/23 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

Revenues:

CalRecycle Edible Food Recovery Grant $241,360
Amended Grant Fund FY 2022/23 Budget: $4,372,189.34

Expenditures:

CalRecycle Edible Food Recovery Grant $233,860
CalRecycle Edible Food Recovery Grant
(Transfer Out- Staff Administration) 7,500
Amended Grant Fund FY 2022/23 Budget: $4.498,705.34
Item Title: 10.8
CalRecycle Edible Food Recovery Grant Award
Item Page Number: 8
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Amending the Fiscal Year 2022/23 Grant Fund Budget
CalRecycle Edible Food Recovery Grant
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PASSED, APPROVED AND ADOPTED this 16th day of November 2022. _____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ ____________________________ Kay Vinson, Acting City Clerk Jeffrey T. Melching, City Attorney Item Title: 10.8
CalRecycle Edible Food Recovery Grant Award
Item Page Number: 9
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CITY OF MENIFEE
SUBJECT: Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services
MEETING DATE: November 16, 2022
TO: Mayor and City Council
PREPARED BY: Nancy Rodriguez, Management Analyst
REVIEWED BY: Jonathan Nicks, Community Services Director APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Professional Services Agreement with Pacific Coast Stitch, LLC for custom apparel services for the remainder of Fiscal Year (FY) 2022/2023 in an amount not-to-exceed $4,000 for the Community Services Department; and

2. Approve and authorize the City Manager to execute a Professional Services Agreement with Promo Shop, Inc. for custom apparel services for the remainder of FY 2022/2023 in an amount not-to-exceed $6,000 for the Community Services Department; and

3. Authorize an automatic two one-year renewals for annual services to Pacific Coast Stich, LLC for $17,500 annually, at the City’s discretion, and contingent on availability of the corresponding budget; and

4. Authorize an automatic two one-year renewals for annual services to Promo Shop, Inc. for $17,500 annually, at the City’s discretion, and contingent on availability of the corresponding budget.

DISCUSSION
The City of Menifee’s Community Services Department purchases a variety of uniforms and custom apparel for maintenance staff, parks staff, special events staff, and program participants.

Some of these programs include the Youth Leaders of Menifee, the Lazy Creek Recreation Summer Camp, the tiny tots’ programs, and city sponsored sport leagues.

On July 14, 2022, staff issued Request for Proposal (RFP) No. 2022-18 for custom apparel services for the Community Services Department. The purchases consist of, but are not limited to, short sleeve t-shirts, polo shirts, windbreakers, and sweatshirts with most of the items requiring silk screening or embroidery.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 1
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City of Menifee Staff Report
Custom Apparel Agreement
November 16, 2022

Page 2 of 2 ends

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The City received four proposals from the following firms:
•Ace Uniforms
•Pacific Coast Stitch, LLC
•Promo Shop, Inc.
•Vargas & Ramirez Sports
An evaluation committee consisting of City staff evaluated the submittals. As part of the City’s RFP process, the firms were evaluated based on the criteria set forth in RFP 2022-18 which included the experience/qualification of the firm, staffing resources and organization, product quality, turnaround times, and cost proposal.

All tabulated results from the evaluation are listed below in Table 1.

Table 1 – RFP Evaluation Summary
Firm Name Evaluation Score
Pacific Coast Stitch, LLC 82.67
Promo Shop, Inc. 81.33
Ace Uniforms 78.33
Vargas & Ramirez Sports 35.33
Following the evaluation process and reference checks, City staff determined that Pacific Coast Stitch, LLC and Promo Shop, Inc. were the most qualified to conduct the requested services.

Taking into consideration the current supply chain issues and the wide variety of items needed by the department, staff is recommending that agreements are executed to both vendors to ensure appropriate apparel for staff and program participants can be acquired timely.

STRATEGIC PLAN OBJECTIVE
Responsive and Transparent Government

FISCAL IMPACT
Apparel purchases will be made as needed from the appropriate vendor. If awarded, the aggregate amount purchased from both vendors collectively will not exceed $17,500 annually, and $11,000 for FY2022/23. While individual agreements not to exceed $17,500 will be issued per year, it is anticipated that total expenses per year between the vendors would not exceed $17,500.

ATTACHMENTS

1. Agreement - Pacific Coast Stitch, LLC

2. Agreement - Promo Shop, Inc.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 2
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2671/031858-0001
7630421.2 a09/07/22

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT

CUSTOM APPAREL SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ______ day of __________, 2022 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and PACIFIC COAST STITCH LLC, a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the “Services”). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall be from September 15, 2022 and shall end on June 30, 2023 (“Initial Term”). Upon termination of the Initial Term, this Agreement shall automatically renew for one (1) additional one (1) year term (“First Renewal Term”), unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. Upon termination of the First Renewal Term, if it occurs, this Agreement shall automatically renew for one (1) additional one (1) year term (“Second Renewal Term”), unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The Initial Term and any renewal term which actually occurs shall be referred to in this Agreement as the “term”. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 3
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1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

1.6 Covid-19 Safety. If Consultant enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all State, County, and local emergency orders, directives, protocols, and best practices related to the COVID-19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

SECTION 2. COMPENSATION.

Consultant is one (1) of two (2) consultants performing the Services on behalf of the City (each a “Performing Consultant,”) and shall be compensated as provided herein for the Services performed by Consultant. Consultant hereby acknowledges that Consultant is one (1) of two (2) Performing Consultants and that no one (1) Performing Consultant is entitled to or guaranteed any particular quantity of work required for the Services. Notwithstanding any contrary indications that may be contained in Consultant’s proposal, City hereby agrees to pay Consultant as follows, provided that the sums listed herein shall be the maximum compensation available to both Performing Consultants combined, in the aggregate for the first and second renewal term:

1. Initial Term: A sum not to exceed FOUR THOUSAND DOLARS AND ZERO CENTS ($4,000.00); and

2. First Renewal Term: An aggregate sum not to exceed SEVENTEEN

THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS
($17,500.00); and

3. Second Renewal Term: An aggregate sum not to exceed SEVENTEEN

THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS
($17,500.00)
In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 4
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a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Final Payment. City shall pay the last five percent (5%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.

2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 5
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2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A.

2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement.

The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other Insureds.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self- Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 6
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insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.

Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.

Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 7
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b. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference:

CUSTOM APPAREL SERVICES. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. c. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased.
d. Additional insured; primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 8
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the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
e. Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 9
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b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.

5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

5.3 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

SECTION 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 10
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shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

SECTION 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant’s employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations (“DIR”) pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City’s request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 11
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7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions.

Consultant represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.

8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.

8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.

8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 12
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8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services described in Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.

9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and 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 and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 13
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9.3 Consultant’s Books and Records. 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 the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.

Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

SECTION 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.

10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 14
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10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Maurice Noland (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

10.8 City Contract Administration. This Agreement shall be administered by a City employee, Nancy Rodriguez, Management Analyst I (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

10.9 Notices. Any written notice to Consultant shall be sent to:

PACIFIC COAST STITCH LLC
Attn: Maurice Noland
25807 Jefferson Ave, Suite 160
Murrieta, CA 92562
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Nancy Rodriguez, Management Analyst I
with a copy to:

City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586

10.10 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,” as in the following example.
__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 15
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10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound.

10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10.16 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 16
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responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page]
Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 17
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:

Kay Vinson, Acting City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT
Annette Noland, CEO

Maurice Noland, President

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 18
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EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include Custom Apparel Services in the amount not to exceed FOUR THOUSAND DOLLARS AND ZERO CENTS ($4,000.00) for the initial term. For the first and second renewal term Services shall include Custom Apparel Services in the combined amount to both Performing Consultants not to exceed the following amounts, as further detailed on the following pages:

1. Initial Term: A sum not to exceed FOUR THOUSAND DOLLARS AND ZERO CENTS ($4,000.00).

2. First Renewal Term: An aggregate sum not to exceed SEVENTEEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($17,500.00).

3. Second Renewal Term: An aggregate sum not to exceed SEVENTEEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($17,500.00).

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 19
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Item Title: 10.9
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Item Title: 10.9
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Item Title: 10.9
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Item Title: 10.9
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Item Title: 10.9
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EXHIBIT A.

Item Title: 10.9
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CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT

CUSTOM APPAREL SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ______ day of __________, 2022 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and PROMO SHOP, INC, a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. SERVICES.

1.1 Term of Services. The term of this Agreement shall begin on September 15, 2022 and shall end on June 30, 2023 (“Initial Term”). Upon termination of the Initial Term, this Agreement shall automatically renew for one (1) additional one (1) year term (“First Renewal Term”), unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. Upon termination of the First Renewal Term, if it occu rs, this Agreement shall automatically renew for one (1) additional one (1) year term (“Second Renewal Term”), unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The Initial Term, and any renewal term which actually occurs shall be ref erred to in this Agreement as the “term.” The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
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1.4 Time . Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement unt il receipt of authorization from the Contract Administrator.

1.6 Covid- 19 Safety. If Consultant enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all State, County, and local emer gency orders, directives, protocols, and best practices related to the COVID -19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

SECTION 2. COMPENSATION.

Consultant is one (1) of two (2) consultants performing the Services on behalf of the City (each a “Performing Consultant ,”) and shall be compensated as provided herein for the Services performed by Consultant. Consultant hereby acknowledges that Consultant is one (1) of two (2) Performing Consultants and that no one (1) Performing Consultant is entitled to or guaranteed any particular quantity of work required for the Services. Notwithstanding any contrary indic ations that may be contained in Consultant’s proposal, City hereby agrees to pay Consultant as follows , provided that the sums listed herein shall be the maximum compensation available to both Performing Consultants combined, in the aggregate for the first and second renewal term:

1. Initial Term: A sum not to exceed SIX THOUSAND DOLLARS AND ZERO CENTS ($6,000.00); and

2. First Renewal Term: An aggregate sum not to exceed SEVENTEEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($17,500.00); and

3. Second Renewal Term: An aggregate sum not to exceed SEVENTEEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($17,500.00).

In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in th e manner specified herein.

Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

2.1 I
nvoices . Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. S erial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 28
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b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586

2.2 M
onthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Final Payment. C
ity shall pay the last five percent (5%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.

2.4 Total Payment . C
ity shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the m
aximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice.

2.5 H ourly Fees . Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 29
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2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.

2.7 Payment of Taxes. C onsultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

SECTION 3. F
ACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to compute r, long- distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

4.1 W
orkers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insur ance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self - insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 30
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program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

4.2 C
ommercial General and Automobile Liability Insurance .
a. General requirements . Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage.

Commercial general coverage shall be at least
as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.

Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. T he insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 P
rofessional Liability Insurance.
a. General requ irements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.

Any deductible or self -insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY -FIVE THOUSAND DOLLARS ($25,000), it must be approved by City.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 31
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b. Claims-made limitations . The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. T he retroactive date of the policy must be shown and must be no later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 A
ll Policies Requirements .
a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, addition al insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference:

CUSTOM APPAREL SERVICES. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. c. Notice of Reduction in or Cancellation of Coverage. Consultant s hall
provide written notice to City within ten (10) working days if: (1) any of the required insura nce policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased.
d. Additional insured; primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 32
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the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non- contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
e. D
eductibles and Self -insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

During the term of this Agreement, only upon the prior express written a
uthorization of the Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self -insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. S
ubcontractors . Consultant shall include all subcontractors as insureds under its policies or shall furnis h separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. T
he Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

4.5 Remedies. I
n addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. O
btain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 33
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b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

5.1 I ndemnification for Professional Liability . Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.

5.2 Indemnification for Other than Professional Liability . O ther than in the
performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

5.3 Limitation of Indemnification . T
he provisions of this Section 5 do not apply to
claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

SECTION 6. S
TATUS OF CONSULTANT.

6.1 I ndependent Contractor . At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the S ervices under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant Item Title: 10.9
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shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the S ervices hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

SECTION 7. LEGAL REQUIREMENTS.

7.1 G
overning Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant’s employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations (“DIR”) pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compli ance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City’s request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees , and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the P arties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

Item Title: 10.9
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SECTION 8. T
ERMINATION AND MODIFICATION.

8.1 T ermination . City may cancel this Agreement at any time and without cause upon written notification to Consultant. City’s ability to terminate this Agreement under this Section shall include the ability to decline either or both of the First Renewal Term and/or Second Renewal Term listed in Section 1.1.

8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City. Consultant’s ability to terminate this Agreement under this Section shall include the ability to decline either or both of the First Renewal Term and/or Second Renewal Term listed in Section 1.1.

8.5 Amendments. T
he Parties may amend this Agreement only by a writing signed by all the Parties.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Item Title: 10.9
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Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.

8.7 S urvival . Al l obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement.

8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. I
mmediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services described in Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 R ecords Created as Part of Consultant’s Perfo rmance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written c onsent of both Parties unless required by law.

9.2 Licensing of Intellectual Property . T
his Agreement creates a non -exclusive and
perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 37
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Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and 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 and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

9.3 C
onsultant’s Books and Records. 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 the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

9.4 Inspection and Audit of Records. Any records or documents that Section

9.3 of
this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.

SECTION 10. M
ISCELLANEOUS PROVISIONS.

10.1 A ttorneys’ Fees . If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorney s’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate a ction brought for that purpose.

10.2 Applicable Law; Venue. T
he internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.

10.3 Severability.

If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 38
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10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Memo Kahan (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences , and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

10.8 City Contract Administration . T
his Agreement shall be administered by a City
employee, Nancy Rodriguez , Management Analyst I (“Contract Administrator”) . All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

10.9 Notices. A
ny written notice to Consultant shall be sent to:

ROMO SHOP, INC
Attn: Memo Kahan
5420 McConnell Ave
Los Angeles, CA 90066
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Nancy Rodriguez, Management Analyst I
with a copy to:

City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586

10.10 P
ro fessional Seal . Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed profe ssional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Item Title: 10.9
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Signature of Registered Professional with report/design responsibility,” as in the following example.
__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the P arties are cumulative and the exercise by either P arty of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

10.12 Integration. T his Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

10.13 Counterparts. T
his Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10.14 Execution of Contract. T he persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other A greement to which said Party is bound.

10.15 Nondiscrimination. C
onsultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10.16 No Third Party Beneficiaries. W
ith the exception of the specific provisions set
forth in this Agreement, there are no intended third- party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

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award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.19 N
o Benefit to Arise to City Employees. No me mber, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub -agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page]
Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 41
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IN WITNESS WHEREOF, the P arties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE
Armando G. Villa, City Manager
A
ttest:

Kay Vinson, Acting City Clerk
A
pproved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT
Guillermo Kahan, President
Bob Golden, CFO
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 42
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EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include Custom Apparel Serv ices in the amount not to exceed SIX THOUSAND DOLLARS AND ZERO CENTS ($6,000.00) for the initial term. For the first and second renewal term Services shall include Custom Apparel Services in the combined amount to both Performing Consultants not to exceed the following amounts, as further detailed on the following pages:

1. Initial Term: A sum not to exceed SIX THOUSAND DOLLARS AND ZERO CENTS ($6,000.00).

2. First Renewal Term: An aggr egate sum not to exceed SEVENTEEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($17,500.00).

3. Second Renewal Term: An aggregate sum not to exceed SEVENTEEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($17,500.00).

Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 43
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Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 44
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Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 45
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Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 46
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Item Description/
Specs
Sample
Shirt
Cost Per
Item (Small)
Cost Per
Item (Med)
Cost Per
Item (Large)
Cost Per
Item (X)
Cost Per
Item (2X
Cost Per
Item (3X
Cost Per
Item (4X
T-Shirt -
Short
Sleeve
Cotton Blend,
Short Sleeve
T-Shirt
PC54
Screen Print
Fee
One Color
Screen Print 5.69 5.69 5.69 5.69 7.58 9.28 9.28
Screen Print
Fee
Two-Color
Screen Print 5.84 5.84 5.84 5.84 7.72 9.42 9.42
Screen Print
Fee
Four-Color
Screen Print 6.12 6.12 6.12 6.12 8.01 9.71 9.71
Set-Up Fee
Polo -
Short
Dri-Fit Micro
Pique Polo NKDC1963
Embroidery One Color
Embroidery 34.66 34.66 34.66 34.66 36.06 38.94 40.37
Embroidery Two-Color
Embroidery 34.66 34.66 34.66 34.66 36.06 38.94 40.37
Set-Up Fee
Sweatshirt Fleece, Full-Zip
Hooded PC78ZH
Screen Print
Fee
One Color
Screen Print 24.60 24.60 24.60 24.60 26.06 29.29 29.29
Screen Print
Fee
Two-Color
Screen Print 25.04 25.04 25.04 25.04 26.20 29.43 29.43
Set-Up Fee
Windbreak
er Soft Shell Jacket J317
Screen Print
Fee
One Color
Screen Print 32.16 32.16 32.16 32.16 33.59 36.44 37.87
Screen Print
Fee
Two-Color
Screen Print 32.30 32.30 32.30 32.30 33.73 36.59 38.01
Set-Up Fee
Youth T-
Shirt
Cotton Blend,
Short Sleeve
T-Shirt
PC54Y
Screen Print
Fee
One Color
Screen Print 6.48 6.48 6.48 6.48 NA NA NA
Screen Print
Fee
Two-Color
Screen Print 6.62 6.62 6.62 6.61 NA NA NA
Screen Print
Fee
Four-Color
Screen Print 6.92 6.91 6.91 6.91 NA NA NA
Set-Up Fee
Toddler T-
Shirt
Cotton Blend,
Short Sleeve
T-Shirt
CAR54T 2T 3T 4T NA NA NA NA
Screen Print
Fee
One Color
Screen Print 7.43 7.43 7.43 NA NA NA NA
Screen Print
Fee
Two-Color
Screen Print 7.84 7.84 7.84 NA NA NA NA
Screen Print
Fee
Four-Color
Screen Print 8.12 8.12 8.12 NA NA NA NA
Set-Up
Baseball
Cap Flexfit Cap C865
Embroidery One Color
Embroidery NA NA NA
Embroidery Two-Color
Embroidery NA NA NA
Set-Up Fee
COST PROPOSAL THRU JUNE 30, 2023

0.00 S/M L/XL

14.44 14.44

14.44 14.44
$25 per color

68.75 $25 per color
$25 per color
$25 per color
$25 per color
Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 47
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SC30
Embroidery One Color
Embroidery 31.74 31.74 31. 74 31.74 31.74 31.74 31.74
Embroidery Multi-Color
Embroidery 31.74 31.74 31. 74 31.74 31.74 31.74 31.74
Set-Up Fee
Short Sleeve, 6
Button up,

SP23
Embroidery One Color
Embroidery 22.74 22.74 22. 74 22.74 22.74 22.74 22.74
Embroidery Multi-Color
Embroidery 22.74 22.74 22. 74 22.74 22.74 22.74 22.74
Set-Up Fee 32
Long Sleeve, 6
Button up,

SP13
Embroidery One Color
Embroidery 25.81 25.81 25. 81 25.81 25.81 25.81 NA
Embroidery Multi-Color
Embroidery 25.81 25.81 25. 81 25.81 25.81 25.81 NA
Set-Up Fee
Adult
Basketball
Jer
sey
Drifit Single
Basketball
R
eversible
Jersey
MVP Dri
101DF
Screen Print
Fee
One Color
Screen Print +
num
bers

30.46 30.46 30. 46 30.46 32.60 34.75 36.89
Set-Up Fee
Youth
Basketball
Jer
sey
Drifit Single
Basketball
R
eversible
Jersey
MVP Dri
101DF
Y
outh
Screen Print
Fee
One Color
Screen Print +
num
bers

29.89 29.89 29. 89 29.89 32.03 34.00 36.32
Set-Up Fee
SHORTS
Adult Cooling
Performance
N5244
Graphite
Screen Print Fee One Color
Screen Print 10.24 10.24 10. 24 10.24 12.44 13.51 NA
Set-Up Fee
SHORTS Youth Cooling
Performance
NB5244
Graphite
Screen Print Fee One Color
Screen Print 10.41 10.41 10. 41 10.41 NA NA NA
Set-Up Fee
Shipping
Fee
Standard
Delivery Included in cost
Rush

25.00 25.00
Additional Fees

68.75 68.75

68.75 Basketball League Uniforms
no charge
no charge

12.16 12.16

0.00 Maintenance Staff

68.75 68.75
OS

7.58 7.58

68.75 OS
Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 48
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Item Description/
Specs
Sample
Shirt
Cost Per
Item (Small)
Cost Per
Item (Med)
Cost Per
Item (Large)
Cost Per
Item (X
Cost Per
Item (2X
Cost Per
Item (3X
Cost Per
Item (4X
T-Shirt -
Short
Sleeve
Cotton Blend,
Short Sleeve
T-Shirt
PC54
Screen Print
Fee
One Color
Screen Print 5.85 5.85 5.85 5.85 7.80 9.55 9.55
Screen Print
Fee
Two-Color
Screen Print 6.01 6.01 6.01 6.01 7.94 9.69 9.69
Screen Print
Fee
Four-Color
Screen Print 6.30 6.30 6.30 6.30 8.24 10.00 10.00
Set-Up Fee
Polo -
Short
Dri-Fit Micro
Pique Polo NKDC1963
Embroidery One Color
Embroidery 35.71 35.71 35.71 35.71 37.16 40.13 41.60
Embroidery Two-Color
Embroidery 35.71 35.71 35.71 35.71 37.16 40.13 41.60
Set-Up Fee
Sweatshirt Fleece, Full-
Zip Hooded PC78ZH
Screen Print
Fee
One Color
Screen Print 25.34 25.34 25.34 25.34 26.85 30.18 30.18
Screen Print
Fee
Two-Color
Screen Print 25.49 25.49 25.49 25.49 26.99 30.32 30.32
Set-Up Fee
Windbreak
er
Soft Shell
Jacket J317
Screen Print
Fee
One Color
Screen Print 33.14 33.14 33.14 33.14 34.61 37.55 39.02
Screen Print
Fee
Two-Color
Screen Print 33.28 33.28 33.28 33.28 34.75 37.70 39.17
Set-Up Fee
Youth T-
Shirt
Cotton Blend,
Short Sleeve
T-Shirt
PC54Y
Screen Print
Fee
One Color
Screen Print 6.67 6.67 6.67 6.67 NA NA NA
Screen Print
Fee
Two-Color
Screen Print 6.81 6.81 6.81 6.81 NA NA NA
Screen Print
Fee
Four-Color
Screen Print 7.12 7.12 7.12 7.12 NA NA NA
Set-Up Fee
Toddler T-
Shirt
Cotton Blend,
Short Sleeve
T-Shirt
CAR54T 2T 3T 4T NA NA NA NA
Screen Print
Fee
One Color
Screen Print 7.64 7.64 7.64 NA NA NA NA
Screen Print
Fee
Two-Color
Screen Print 8.07 8.07 8.07 NA NA NA NA
Screen Print
Fee
Four-Color
Screen Print 8.36 8.36 8.36 NA NA NA NA
Set-Up
Baseball
Cap Flexfit Cap C865
Embroidery One Color
Embroidery 14.87 NA NA NA
Embroidery Two-Color
Embroidery NA NA NA
Set-Up Fee
COST PROPOSAL OPTIONAL RENEWAL YEAR 1 OF 2

S/M L/XL

14.87 14.87 14.87

68.75 $25 per color

68.75 $25 per color
$25 per color
$25 per color
$25 per color
Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 49
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Beanie Knit Beanie C P90
Embroidery One Color
Embroidery
Embroidery Two-Color
Embroidery
Set-Up Fee
Scarf Cotton/Acrylic
scarf STA02
Embroidery One Color
Embroidery
Embroidery Two-Color
Embroidery
Set-Up Fee
Pants Industrial Pants-
Charcoal PT20CH
Embroidery One Color
Embroidery 27.85 27.85 27. 85 27.85 27.85 27.85 27.85
Embroidery Multi-Color
Embroidery 27.85 27.85 27. 85 27.85 27.85 27.85 27.85
Set-Up Fee
Facility Staff
Shirt
Short Sleeve, 6
Button up, SC40
Embroidery One Color
Embroidery 30.64 30.64 30. 64 30.64 30.64 30.64 30.64
Embroidery Multi-Color
Embroidery 30.64 30.64 30. 64 30.64 30.64 30.64 30.64
Set-Up Fee
Long Sleeve, 6
Button up, SC30
Embroidery One Color
Embroidery 32.70 32.70 32. 70 32.70 32.70 32.70 32.70
Embroidery Multi-Color
Embroidery 32.70 32.70 32. 70 32.70 32.70 32.70 32.70
Set-Up Fee
Short Sleeve, 6
Button up, SP23
Embroidery One Color
Embroidery 23.42 23.42 23. 42 23.42 23.42 23.42 23.42
Embroidery Multi-Color
Embroidery 23.42 23.42 23. 42 23.42 23.42 23.42 23.42
Set-Up Fee
Long Sleeve, 6
Button up, SP13
Embroidery One Color
Embroidery 26.59 26.59 26. 59 26.59 26.59 26.59 NA
Embroidery Multi-Color
Embroidery 26.59 26.59 26. 59 26.59 26.59 26.59 NA
Set-Up Fee
Adult
Basketball
Jer
sey
Drifit Single
Basketball
R
eversible Jersey
MVP Dri
101DF
Screen Print
Fee One Color Screen
Print + numbers 31.38 31.38 31. 38 31.38 33.59 35.81 38.01 Set-Up Fee
Youth
Basketball
Jer
sey
Drifit Single
Basketball
R
eversible Jersey
MVP Dri
101DF
Screen Print
Fee One Color Screen
Print + numbers 30.80 30.80 30. 80 30.80 33.00 35.03 37.42 Set-Up Fee
SHORTS
Adult Cooling
Performance
S
hort
N5244
Graphite
Screen Print Fee One Color Screen
Print 10.54 10.54 10. 54 10.54 12.81 13.97 NA
Set-Up Fee
SHORTS
Youth Cooling
Performance
Sh
orts
NB5244
Graphite
Screen Print Fee One Color Screen
Print 10.71 10.71 10. 71 10.71 NA NA NA
Set-Up Fee
Shipping
Fee
Standard
Delivery Included in cost
Rush Delivery

25.00 Additional Fees

68.75 68.75
Basketball League Uniforms
no charge
no charge

25.00 12.52

68.75 Maintenance Staff

68.75 68.75

68.75 OS

7.80 7.80

68.75 12.52

12.52 Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 50
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Item Description/
Specs
Sample
Shirt
Cost Per
Item (Small)
Cost Per
Item (Med)
Cost Per
Item (Large)
Cost Per
Item (X
Cost Per
Item (2X
Cost Per
Item (3X
Cost Per
Item (4X
T-Shirt -
Short
Sleeve
Cotton Blend,
Short Sleeve
T-Shirt
PC54
Screen Print Fee One Color
Screen Print 6.02 6.02 6.02 6.02 8.03 9.83 9.83
Screen Print Fee Two-Color
Screen Print 6.18 6.18 6.18 6.18 8.17 9.98 9.98
Screen Print Fee Four-Color
Screen Print 6.48 6.48 6.48 6.48 8.48 10.30 10.30
Set-Up Fee
Polo - Short
Sleeve
Dri-Fit Micro
Pique Polo NKDC1963
Embroidery One Color
Embroidery 36.80 36.80 36.80 36.80 38.29 41.35 42.87
Embroidery Two-Color
Embroidery 36.80 36.80 36.80 36.80 38.29 41.35 42.87
Set-Up Fee
Sweatshirt Fleece, Full-Zip
Hooded PC78ZH
Screen Print Fee One Color
Screen Print 26.11 26.11 26.11 26.11 27.66 31.09 31.09
Screen Print Fee Two-Color
Screen Print 26.26 26.26 26.26 26.26 27.81 31.24 31.24
Set-Up Fee
Windbreaker Soft Shell Jacket J317
Screen Print Fee One Color
Screen Print 34.15 34.15 34.15 34.15 35.66 38.69 40.21
Screen Print Fee Two-Color
Screen Print 34.29 34.29 34.29 34.29 35.81 38.85 40.36
Set-Up Fee
Youth T-Shirt Cotton Blend,
Short Sleeve
T-Shirt
PC54Y
Screen Print Fee One Color
Screen Print 6.86 6.86 6.86 6.86 NA NA NA
Screen Print Fee Two-Color
Screen Print 7.01 7.01 7.01 7.01 NA NA NA
Screen Print Fee Four-Color
Screen Print 7.33 7.33 7.33 7.33 NA NA NA
Set-Up Fee
Toddler T-
Shirt
Cotton Blend,
Short Sleeve
T-Shirt
CAR54T 2T 3T 4T NA NA NA NA
Screen Print Fee One Color
Screen Print 7.86 7.86 7.86 NA NA NA NA
Screen Print Fee Two-Color
Screen Print 8.31 8.31 8.31 NA NA NA NA
Screen Print Fee Four-Color
Screen Print 8.60 8.69 8.60 NA NA NA NA
Set-Up
Baseball Cap Flexfit Cap C865
Embroidery One Color
Embroidery NA NA NA
Embroidery Two-Color
Embroidery NA NA NA
Set-Up Fee
COST PROPOSAL OPTIONAL RENEWAL YEAR 2 OF 2
$25 per color
$25 per color

68.75 $25 per color
$25 per color
$25 per color

S/M L/XL

15.31 15.31

68.75 Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 51
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2671/031858-0001
7630421.2 a00/00/00 EXHIBIT A.

Beanie Knit Beanie CP90
Embroidery One Color
Embroidery 0
Embroidery Two-Color
Embroidery
Set-Up Fee
Scarf Cotton/Acrylic
scarf STA02
Embroidery One Color
Embroidery
Embroidery Two-Color
Embroidery
Set-Up Fee
Pants Industrial Pants-
Charcoal PT20CH
Embroidery One Color
Embroidery 28.69 28.69 28.69 28.69 28.69 28.69 28.69
Embroidery Multi-Color
Embroidery 28.69 28.69 28.69 28.69 28.69 28.69 28.69
Set-Up Fee
Facility Staff
Shirt
Short Sleeve, 6
Button up, SC40
Embroidery One Color
Embroidery 31.57 31.57 31.57 31.57 31.57 31.57 31.57
Embroidery Multi-Color
Embroidery 31.57 31.57 31.57 31.57 31.57 31.57 31.57
Set-Up Fee
Long Sleeve, 6
Button up, SC30
Embroidery One Color
Embroidery 33.69 33.69 33.69 33.69 33.69 33.69 33.69
Embroidery Multi-Color
Embroidery 33.69 33.69 33.69 33.69 33.69 33.69 33.69
Set-Up Fee
Short Sleeve, 6
Button up, SP23
Embroidery One Color
Embroidery 24.13 24.13 24.13 24.13 24.13 24.13 24.13
Embroidery Multi-Color
Embroidery 24.13 24.13 24.13 24.13 24.13 24.13 24.13
Set-Up Fee
Long Sleeve, 6
Button up, SP13
Embroidery One Color
Embroidery 27.39 27.39 27.39 27.39 27.39 27.39 NA
Embroidery Multi-Color
Embroidery 27.39 27.39 27.39 27.39 27.39 27.39 NA
Set-Up Fee
Adult
Basketball
Jersey
Drifit Single
Basketball
Reversible
Jersey
MVP Dri
101DF
Screen Print Fee One Color
Screen Print +
numbers

32.33 32.33 32.33 32.33 34.61 36.90 39.17
Set-Up Fee
Youth
Basketball
Jersey
Drifit Single
Basketball
Reversible
Jersey
MVP Dri
101DF
Screen Print Fee One Color
Screen Print +
numbers

31.73 31.73 31.73 31.73 34.00 36.09 38.56
Set-Up Fee
SHORTS
Adult Cooling
Performance
Short
N5244
Graphite
Screen Print Fee One Color
Screen Print 10.85 10.85 10.85 10.85 13.19 14.38 NA
Set-Up Fee
SHORTS
Youth Cooling
Performance
Shorts
NB5244
Graphite
Screen Print Fee One Color
Screen Print 11.02 11.02 11.02 11.02 NA NA NA
Set-Up Fee
Shipping Fee
Standard
Delivery Included in cost
Rush Delivery

68.75 OS

8.02 8.02

68.75 OS

12.89 12.89

68.75 Maintenance Staff

68.75 25.00

25.00 Additional Fees

68.75 68.75

68.75 Basketball League Uniforms
no charge
no charge
Item Title: 10.9
Agreements with Pacific Coast Stitch, LLC and Promo Shop, Inc. for Custom Apparel Services Item Page Number: 52
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CITY OF MENIFEE
SUBJECT: Agreement with Genasys Inc. for an Emergency Mass Notification System
MEETING DATE: November 16, 2022
TO: Mayor and City Council
PREPARED BY: Vanessa Barrera, Emergency Management Analyst REVIEWED BY: Robert Cardenas, Deputy Human Resources Director APPROVED BY: Armando G. Villa, City Manager
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RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Software as a Service (SaaS) Agreement with Genasys Inc. for implementation of a new Emergency Mass Notification System for three years extending from Fiscal Year (FY) 2022/2023 through FY 2024/2025 in an amount not-to-exceed $39,835 per fiscal year; and

2. Adopt Budget Adjustment Resolution carrying forward program budget from FY 2021/2022 into the FY 2022/2023 Budget in the amount of $120,000.

DISCUSSION
One of the City’s current strategic goals includes being a safe and attractive community. Ensuring the Menifee community is prepared and informed with up-to-date information on all emergency related events is vital to the safety and well-being of the residents. Accordingly, during the FY 2021/2022 Mid-Year Budget Review process, Council approved the use of American Rescue Plan Act (ARPA) funds towards a comprehensive mass notification system. The mass notification system will allow the City to coordinate, respond, and engage with the community during critical incidents. More specifically, the system will allow the City to immediately notify stakeholders, residents, businesses, and staff about critical incident information such as evacuation orders, street closures, etc. The mass notification system will also allow staff to review and analyze data being shared between agencies to help the City make critical decisions when coordinating resource allocations. Additionally, this system will allow the City to provide multiple channel messages through Short Message Service (SMS), email, desktop alerts, and/or voice alerts.

Overall, the system will deliver a level of communication that results in faster, more informed decision-making.

Item Title: 10.10
Agreement with Genasys Inc. for an Emergency Mass Notification System Item Page Number: 1
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City of Menifee Staff Report
Emergency Mass Notification System
November 16, 2022

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On August 8, 2022, the City of Menifee released a Request for Proposal (RFP) No. 2022-21 for a comprehensive emergency mass notification system, to evaluate and select the best notification system to meet the Menifee community needs.

RFP Process
A total of five (5) proposals were received by the submittal deadline of September 8, 2022.

Subsequently, a comprehensive evaluation of the proposals received was completed by a review committee comprised of City staff from the Emergency Management Division, Communications Division, Cal Fire, Menifee Police Department, Information Technology Department, and the Public Works Department. The top two finalists (Genasys and HQE Systems) were evaluated on the following components:
 Part I: Presentation (10-15 minutes), representing 50% of the overall interview score  Part II: Questions & Answers, representing 50% of the overall interview score The finalists averaged weighted results of the evaluation completed are summarized in Table 1 below.

TABLE 1 – RFP Response Summary
Firm Average Score
(100 possible point)
Genasys Inc. 84.40
HQE Systems 76.00
The result of the evaluation identified Genasys Inc. as the most competitive proposer. Genasys Inc., headquartered in San Diego, California, was founded in Utah as American Technology Corporation in 1980, was recapitalized in 1992 as a Delaware corporation, and changed its name to LRAD Corporation in 2010. In 2018, a name change to Genasys Inc., was done to better align with their mission to be a global provider of critical communications systems and solutions.

Genasys Inc., was selected based upon the technical knowledge and expertise of their project staff in communications, their understanding of the city, and overall cost. The initial contract period will include implementation of the system as well as software licensing, additional training, etc.

STRATEGIC PLAN OBJECTIVE
Safe and Attractive Community

FISCAL IMPACT
The City of Menifee will be using the ARPA Funds for the proposed Fiscal Year (FY) 2022/2023 to FY 2024-2025 agreement with Genasys Inc. The total contract value for the three years will be $119,505 and account 301-4221-58161 will be used to cover these expenses.

All ARPA funds must be encumbered by December 2024 and expended by 2026, so this is in alignment with the ARPA guidelines. A corresponding Budget Amendment Resolution (BAR) is included for approval as part of the recommended actions within this Staff Report.

Item Title: 10.10
Agreement with Genasys Inc. for an Emergency Mass Notification System Item Page Number: 2
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City of Menifee Staff Report
Emergency Mass Notification System
November 16, 2022

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ATTACHMENTS

1. Agreement - Genasys Inc.

2. BAR - Emergency Mass Notification System
Item Title: 10.10
Agreement with Genasys Inc. for an Emergency Mass Notification System Item Page Number: 3
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16262 West Bernardo Drive
San Diego, CA 92127
www.genasys.com

SA-014 Rev A/18OCT22 Confidential Page 1 of 9

SAAS SERVICES AGREEMENT

This SaaS Services Agreement (the “Agreement”), dated effective as of the date signed by both parties below (the “Effective Date”) is between Genasys Inc., with a principal address at 16262 W Bernardo Drive, San Diego, CA 92127 (“Genasys”) and City of Menifee, CA, with a principal address at 29844 Haun Road, Menifee, CA 92586 (“Customer”).

RECITALS:

A. Genasys has developed certain software that is available to access online as a subscription service, together with other software applications, content and materials provided by Genasys as part of the hosted Software system or otherwise.

B. Customer desires to access and use the Genasys Software, and Genasys desires to provide such rights to Customer, subject to the terms and conditions of this Agreement.

In consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Genasys and Customer agree as follows:

AGREEMENTS:

1. General Definitions.
(a) “Confidential Information” means the Software, Customer Data, technology, business plans and information, trade secrets, written materials marked as confidential and other information that is identified as confidential or proprietary at the time of disclosure or that the receiving party reasonably should understand to be confidential. Confidential Information excludes information that: (i) is or becomes generally available to the public without fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to its disclosure by the other party; (iii) is independently developed without the use of any Confidential Information of the disclosing party; or (iv) is obtained without obligation of confidentiality from a third party who has the right to disclose it.
(b) "Customer Data" means all content, data and information generated by Customer and provided by Customer and its Users to Genasys, including through inputting into the Software, such as Personal Data and Notification contents. Customer Data does not include Feedback or data created by Genasys. (c) "Documentation" means Genasys’ written or online user instructions and/or manual for the Software, as updated by Genasys from time to time.
(d) “Feedback” means any suggestions, enhancement requests, complaints or other feedback from Customer or Users relating to the System or Genasys’ Services.
(e) "Malicious Code" means any virus, worm, trap door, back door, snoopware, spyware, malicious logic, Trojan horse, time bomb or other malicious software functionality that would intentionally erase or render the Software unusable or intentionally interfere with the use of the Software or a User’s computer system or software.
(f) “Notifications” means notifications sent through or provided by the Software at Customer’s instruction, such as emergency and safety alerts.
(g) “Personal Data” means information that identifies a particular individual, such as name, birthdate, address, telephone number, e-mail, identification numbers, financial account information, and personal health information. If applicable law in the jurisdiction where a person resides defines personal information or data, that definition shall apply.
(h) “Quote” means a quote provided by Genasys and agreed to by Customer, for the provision of the Software and other Services to Customer. Quotes may be attached as an exhibit to this Agreement, but not doing so shall not affect their validity.

Item Title: 10.10
Agreement with Genasys Inc. for an Emergency Mass Notification System Item Page Number: 4
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SA-014 Rev A/18OCT22 Confidential Page 2 of 9

(i) “Services” means Genasys’ hosting services for the Software, onboarding services, Software support and maintenance, and any additional consulting, professional, or other services offered by Genasys to its customers as part of or in connection with the Software, including services provided under a separate statement of work (“SOW”) or order form for which Genasys may charge a separate fee. (j) “Software” means the hosted Genasys software that Customer is entitled to access and use under this Agreement, including updates, upgrades, enhancements, fixes, additional features, and other modifications provided by Genasys. “Software” also includes any downloadable mobile applications and onsite software provided to Customer and its Users by Genasys.
(k) “Term” means the Initial Term of this Agreement together with any and all Renewal Terms, as those terms are defined in Section 6(a).
(l) “Third-Party Offerings” means any applications, services, software (open source or proprietary), and other products owned by third parties that are incorporated into or interoperate with the Software. (m) "Users" means individuals whose agency or entity is listed on Exhibit A, and who are authorized by Customer and Genasys to access and use the Software and who have been provided user identifications and passwords by Customer.

2. Subscription to Software; Rights and Restrictions. Genasys grants Customer a non-exclusive, non-transferable right to access and use the Software during the Term, and solely for use by Users who are authorized under Exhibit A or a supplemental order or SOW agreed to by the parties. Customer and its Users will be provided online access to the Software and any related products and Services offered by Genasys that are made available online as part of the hosted Software. Customer is also granted a license to install and use downloadable or onsite Software at Client’s location(s), and in the case of mobile apps, a license to download and use such apps on the electronic devices of Client’s Users, subject to the terms of the Genasys end user license agreement for the apps. Hosted Software will reside either on Genasys’ servers or on the servers of a third party that is in the business of hosting web- or cloud-based software applications (currently AWS). The Software is subject to the following terms and limitations:
(a) Usage. Use of the Software is limited to Customer’s own internal business. Customer may authorize Users to access and use the Software and related materials that Genasys makes available with the Software.

Customer and Users are authorized to use the Software only as part of the Software, except as otherwise specifically set forth in this Agreement. Genasys’ representations, warranties and commitments set forth in this Agreement are made only to Customer, not to Users. (b) Updates and Modifications. Customer acknowledges and agrees that the Software, Software, Documentation and other materials that may be made available by Genasys as part of the Software may be updated and modified from time to time, in Genasys’ sole and reasonable discretion. Updates to the Software will be made available to Customer at no additional charge; this does not include optional features or different versions of the Software for which Genasys has a separate charge. Customer agrees that its purchase of the Services is not contingent on Genasys’ delivery of any particular future functionality or features in the Software. (c) Restrictions. Customer will not reverse engineer, disassemble, decompile or otherwise attempt to derive source code, trade secrets, algorithms, data programming methods or Confidential Information from the Software. Customer will not modify or create derivative works of the Software or use it in order to build a competitive product or service, or copy any features, functions or graphics of the Software. (d) Acceptable Use Terms. Customer agrees that it and its Users:
• will not share the Software or its data with any unauthorized third party or user. • will not use the Software in any manner that is unlawful or is prohibited by this Agreement, or that may damage, disable, overburden, or impair the Software or interfere with any other party's use and enjoyment of the Software.
• will not obtain or attempt to obtain any materials or information on or through the Software through circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining.
• will not use any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor this Software or any of its contents.
• will not upload to the Software any libelous or unlawful content or any materials or instructions that may cause harm or injury, or that violate any person’s right of privacy or any copyright, trademark, or other intellectual property rights.
• will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any other way use or exploit any of the content of the Software or other Provider Materials other than for their authorized purposes.

Item Title: 10.10
Agreement with Genasys Inc. for an Emergency Mass Notification System Item Page Number: 5
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SA-014 Rev A/18OCT22 Confidential Page 3 of 9

• will not delete or alter any proprietary rights or attribution notices in any content or Provider Materials obtained through the Software.
(e) Customer Responsibilities. Customer agrees to conduct only authorized business on the Software and to limit the number of Users who may send Notifications through the Software to those that are reasonably necessary. Customer is responsible for any breach of these terms by its Users. Customer is responsible for its Users’ compliance with the restrictions and other terms of this Agreement, and will promptly notify Genasys of any material breach by any of them. Customer is solely responsible for all content uploaded by it and its Users to the Software and for all Notifications transmitted through the Software. Genasys may monitor the Software to verify compliance with this Agreement.
(f) Third-Party Offerings. The Software may contain features designed to interoperate with Third-Party Offerings.

To use such features, Customer may be required to obtain access to such Third- Party Offering from its provider. If the provider of a Third-Party Offering ceases to make it available for use with the Software on terms acceptable to Genasys, Genasys may cease providing such features without entitling Customer to any refund, credit, or other compensation. If Third-Party Offerings are embedded in the Software (such as open source components) or provided by Genasys as an integrated part of the Software, they are governed by the applicable terms of this Agreement unless Genasys provides a separate third-party license or subscription agreement for such Third-Party Offerings to Customer. Third-Party Offerings are authorized only for use in connection with the Software, unless otherwise permitted under an open source license.

3. Other Services.
(a) Technical Support and Maintenance. Genasys will provide Customer with technical support and maintenance Services to assist Customer in utilizing the Software. Genasys will provide Customer with telephone, email and/or web-based technical support and maintenance Services to assist Customer in utilizing the Software.

Critical requests (Software system is down or unusable) will be addressed by Genasys on a 24/7 basis. Less critical requests will be addressed during Genasys’ business hours. Genasys support personnel will use reasonable, good faith efforts to resolve material support issues in a timely manner. Genasys may update its support and maintenance policies from time to time, upon notice to Customer. Genasys is not responsible for problems caused by third-party software or services or by other causes outside of Genasys’ reasonable control.
(b) Professional Services. Upon Customer’s request and subject to a separate written order, SOW or Agreement addendum between the parties, Customer may purchase additional Services from Genasys. All such Services are subject to the terms and conditions set forth in such SOW, order or addendum as well as this Agreement.

If there is a conflict, such SOW, order or addendum will have priority over the terms of this Agreement.

4. Ownership.
(a) Genasys Ownership. Genasys owns and retains all right, title and interest in and to the Software, Genasys’ trademarks and service marks, Genasys’ website and its contents, any custom developments, training and other written or electronic documents and materials provided by Genasys that relate to the Software, and all intellectual property rights in the foregoing (“Genasys IP”), subject to the rights granted in this Agreement.

Genasys IP may be used by Customer and Users only for the purposes described in this Agreement. Any rights not expressly granted herein are reserved by Genasys. (b) Data Ownership and License. As between the parties, Customer owns all Customer Data provided by it and its Users. Customer shall deliver Customer Data to Genasys as reasonably requested by Genasys. Genasys owns all data and materials developed or created by it in connection with this Agreement , including any GIS- formatted databases. Customer hereby grants to Genasys a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, transferable, fully paid-up license to use, reproduce, modify, prepare derivative works, distribute, sublicense, perform, display, and otherwise exploit Customer Data in connection with the Services and Genasys’ business, including without limitation for the purpose of promoting and providing its Softwares and services to others. Genasys may use and share Customer Data with third parties as necessary or appropriate to provide the Services to Customer, to comply with Genasys’ legal obligations, and to exercise its legal rights.
(c) Usage Data. The Software tracks metadata and other usage data and statistics related to Customer’s and Users’ use of the Software (“Usage Data”) and provides such data to Genasys. Genasys shall own such Usage Data and may aggregate, use, distribute and sell Usage Data for any legal purpose, including without limitation to provide services, for marketing, and to improve the Software and Genasys’ other products and services. Usage Data does not include any Personal Data, and except as otherwise provided herein, Genasys shall not provide such data to any third party unless it has been anonymized and/or aggregated with other customers’ and users’ data, so that it is not identifiable as to any particular individual or customer.

Item Title: 10.10
Agreement with Genasys Inc. for an Emergency Mass Notification System Item Page Number: 6
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SA-014 Rev A/18OCT22 Confidential Page 4 of 9

(d) Feedback. Genasys shall have a royalty-free, worldwide, irrevocable, perpetual license to use Feedback and incorporate it into Genasys’ software, products and services. Genasys shall exclusively own all right, title and interest in and to any software and intellectual property developed or delivered to Customer in the performance of this Agreement, regardless of whether it is based on or incorporates any Feedback.

5. Fees.
(a) Fees. Customer’s access to the Software is subject to timely payment of the fees specified in the applicable Quote (the “Fees”). Fees for the Services are based on the type of Software for which access rights are purchased, regardless of actual usage. Subscription Fees are due and payable in advance. Invoices are due and payable within thirty (30) days of the date of the invoice. (b) Taxes. Customer is responsible for any applicable sales, use or other taxes or duties associated with this Agreement, other than taxes on Genasys’ net income. If Customer is a tax-exempt entity, Customer shall provide a tax-exemption certificate to Genasys upon request. (c) Past Due Amounts. If any amounts owed by Customer are thirty (30) or more days overdue, Genasys may, without limiting its other rights and remedies: (i) charge interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is less, on the past due amounts; (ii) suspend Customer’s access to the Software under Section 6(d); or (iii) terminate this Agreement under Section 6(b) and accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable. (d) Other. All amounts paid under this Agreement are payable in U.S. dollars. Payment obligations are non- cancellable and payments are non-refundable, other than as expressly set forth in this Agreement. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding, except as may be required by law.

6. Term and Termination; Suspension.
(a) Term. This Agreement begins on the Effective Date specified above and will continue for the initial term specified in the applicable Quote (the “Initial Term”). At the end of the Initial Term, this Agreement will automatically renew for additional twelve (12) month renewal terms (each a “ Renewal Term”) at Genasys’ then-current rates or as otherwise agreed in writing by the parties, subject to termination as set forth below.

Either party may give the other party written notice of non-renewal of this Agreement at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term. (b) Termination for Cause. Either party will have the right to terminate this Agreement for cause at any time, upon written notice, in the event of (i) any material breach of this Agreement by the other part y, subject to thirty (30) days prior written notice and opportunity to cure such breach; or (ii) the other party’s dissolution, distribution of a substantial portion of its assets, or cessation of all or substantially all of its normal business affairs. (c) Suspension. Genasys may suspend Customer’s and its Users’ access to the Software (i) upon ten (10) days’ prior written notice and opportunity to cure the breach, if Customer is in material breach of this Agreement, including past-due fees; or (ii) immediately, if improper use of the Software is causing or is likely to cause material harm to the Software or to Genasys, or if there is an actual or suspected violation of law. Genasys will promptly notify Customer of the suspension. Genasys will limit a suspension under subsection (ii) to that which is reasonable under the circumstances.
(d) Effect of Termination. Upon final termination of this Agreement, Customer will no longer have access to the Software. Customer will promptly pay all outstanding amounts owed to Genasys and, if this Agreement was terminated for cause by Genasys, any unpaid fees covering the remainder of the Term. The termination or expiration of this Agreement for any reason shall not affect a party’s rights or obligations that expressly or by their nature continue and survive, including without limitation terms regarding payment, ownership, perpetual licenses, confidentiality, limitations of liability, indemnity and disclaimers.

7. Confidential Information.
(a) Confidentiality Obligations. The receiving party of Confidential Information (i) shall not disclose any Confidential Information to any person other than its employees and independent contractors who have a need to know such information and who are obligated to keep such information confidential; or (ii) use the Confidential Information for any purpose except as expressly permitted by this Agreement. The receiving part y shall give Confidential Information at least the same level of protection as it gives its own information of similar sensitivity, but not less than a reasonable level of protection. Confidentiality obligations shall survive any termination of this Agreement.
(b) Legally Required Disclosures. The receiving party also may disclose Confidential Information to the extent required under a judicial or legislative order or proceeding or as necessary to comply with a public records act, Item Title: 10.10
Agreement with Genasys Inc. for an Emergency Mass Notification System Item Page Number: 7
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open records act or other similar laws or regulations; provided that (i) it gives the disclosing party, if legally permissible, reasonable prior notice of the disclosure request; and (ii) it reasonably cooperates with the disclosing party in any responses to such request, including any reasonable objections to the discl osure request. Where Customer is a governmental agency, Customer may disclose, pursuant to a public records act disclosure request, any information that appears on a publicly available website in static form. The parties acknowledge and agree, however, that the GIS-formatted database developed and made available online by Genasys as part of the Software is dynamic and Genasys’ proprietary intellectual property and may be accessed by third parties only through such Software, and is not itself to be provided to third parties unless the parties agree, or it is so ruled by a court of competent jurisdiction, that disclosure of such GIS-formatted database is required by applicable law in a particular case. Where disclosure of the GIS -formatted database is required by law, Customer must obtain the recipient’s written agreement to use it only for informational purposes and not for commercial purposes, unless such usage restrictions violate applicable law. The parties further acknowledge and agree that the data contained in this GIS-formatted database pertains to a serious public safety interest, including dynamic evacuation information for humans and animals during a public safety event, and includes data that is critical to the accurate accumulation, management and dissemination of life- saving evacuation information. Thus, where disclosure of the GIS-formatted database is or may be required by law, Customer shall redact or segregate the information contained in the GIS-formatted database to the extent that exact dynamic evacuation information cannot be obtained from the database so as to prevent public confusion on dynamic evacuation information during a public safety event.

8. Data Security.
(a) Reasonable Safeguards. Each party will collect and process any Personal Data of individuals contained in the Customer Data in compliance with applicable data privacy and protection laws, statutes, and regulations.

Genasys agrees to maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, including Personal Data. Customer will also maintain commercially reasonable administrative, physical, and technical safeguards and processes for protecting the security and confidentiality of its Users’ passwords and account IDs for the Software. Please refer to Genasys’ privacy policy on its website, which informs users of Genasys’ policies and practices related to collection, storage, processing, destruction, and other use of Personal Data. (b) Breach Notifications. Customer will promptly notify Genasys if any account IDs or passwords are compromised or unauthorized persons are accessing the Software. Genasys will promptly inform Customer if there is a material breach of the security or confidentiality of Personal Data in Genasys’ possession or control.

Genasys and Customer will coordinate and cooperate regarding informing any affected individuals and competent governmental authorities of a data breach as required under applicable laws and regulations.

9. Customer’s Warranties. Customer represents and warrants to Genasys that:
(a) Customer has full power and authority to enter into this Agreement and make the agreements specified herein.

(b) Customer has all necessary rights and consents required to upload all Customer Data, including Personal Data, into the Software or otherwise provide such Customer Data to Genasys. Customer Data will not violate any person’s right of privacy or copyright, trademark, or other intellectual property rights, and Customer and its Users will not transmit any unauthorized data or content to Genasys or the Software.

(c) Customer and its Users will use the Software only as permitted by applicable laws and regulations, including without limitation federal and state privacy laws, FCC laws, text messaging laws, and anti-spam laws.

Customer shall not send Notifications to emergency phone numbers and other numbers that may not legally be called by an automated Software. Customer agrees that it is Customer’s sole responsibility to ensure that Customer and its Users are using the Software in a manner that does not violate any law or regulation.

(d) The parties acknowledge that a third-party service provider may request that Genasys block Customer’s access to certain telephone numbers (“Blocked Numbers”) and in such case Genasys may deactivate access to the Blocked Numbers. At Customer’s request, Genasys may provide Customer with the ability to unblock the Blocked Numbers so that Customer may send communications to the Blocked Numbers via the Software.

In such event, Customer represents and warrants to Genasys that it has all rights, licenses and permits necessary to unblock, access and use the Blocked Numbers for the purposes of this Agreement. At Genasys’ request, Customer will cooperate with Genasys and produce evidence of such rights to any third party that challenges the unblocking, access or use of the unblocked Blocked Numbers by Customer. Customer will defend, indemnify and hold harmless Genasys and such service provider(s) from and against any and all claims, suits, proceedings, damages, costs and expenses, including court costs and reasonable attorneys’ fees, arising out of or incurred with respect to the unblocking for, access to and/or use of the Blocked Numbers by Customer under this Agreement.

Item Title: 10.10
Agreement with Genasys Inc. for an Emergency Mass Notification System Item Page Number: 8
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10. Genasys Warranties and Disclaimers.
(a) Genasys Warranties. Genasys warrants to Customer as follows:
(i) Genasys has full power and authority to enter into this Agreement and make the agreements specified herein.
(ii) Genasys warrants, from and after the go-live date of the Software for Customer, that the Software, when used properly and in accordance with its Documentation and this Agreement, will comply in all material respects with its Documentation.
(iii) Genasys will use commercially reasonable, industry-standard efforts and means to keep Malicious Code out of the Software.
(iv) Genasys will perform Services in a professional and workmanlike manner and in material compliance with the terms of the applicable Quote.
(b) Exclusions. Genasys’ warranties exclude non-performance issues that result from (i) modification of the Software by Customer or any person or entity other than Genasys; (ii) defects or problems that are outside the reasonable control of Genasys, including defects or damage resulting from use of the Software in other than its normal and authorized manner; (iii) Third-Party Offerings; or (iv) Customer’s or its Users’ failure to comply with due standards of care.
(c) Remedies. In the event of a breach of any Genasys warranty, Customer shall contact Genasys within thirty (30) days of Customer’s discovery of the breach, specifying the breach in reasonable detail. Customer’s sole and exclusive remedies and Genasys’ entire liability for breach of any warranty will be:
(i) in the case of a breach of warranty with respect to the Software, at Genasys’ option, Genasys will repair any material, reproducible defect in the Software, or replace the defective part with reasonably equivalent functionality. If Genasys is unable or fails to cure the warranty breach within a reasonable time, Genasys or Customer may, within three months of the initial occurrence of the breach, terminate this Agreement upon fifteen (15) days’ prior written notice.
(ii) in the case of a breach related to other Services, Genasys shall, at its option, either re-perform the Service at no additional charge to Customer or refund to Customer the applicable fees for such Service. (d) Limitation of Warranties. Except as expressly set forth herein, THE SOFTWARE AND ALL PRODUCTS AND SERVICES ARE PROVIDED BY GENASYS “AS IS” AND GENASYS MAKES NO OTHER WARRANTIES,

EXPRESS OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, whether arising by law, by reason of custom or usage of trade, or by course of dealing. Genasys does not warrant that the Software or its Services are error-free. Genasys is not responsible or liable for any problems or interruptions in the Software due to issues with third-party hosting services or Internet service providers. Open source copyright holders have no liability to Customer for any reason. Warranties are not transferable to a third party, other than in connection with a permitted assignment of this entire Agreement under Section 14. (e) Outgoing Software Notifications. Customer acknowledges and agrees that: (i) Notifications sent via SMS and some other channels may not be delivered to the intended telephone if it is not in range of a transmission site or if sufficient network capacity is not available at a particular time; (ii) even within a coverage area, factors beyond the control of Genasys or the wireless or telecom carrier may interfere with Notification delivery, including without limitation Customer’s or the intended recipient’s equipment, terrain, proximity to buildings, foliage, weather or other conditions; (iii) Notifications to certain numbers may be blocked; and (iv) u rgent Notifications may not be timely received. Neither Genasys nor the wireless carrier warrants or guarantees that Notifications will be delivered.

11. Indemnification.
(a) Mutual Indemnity. Each party (as the “Indemnifying Party”) shall defend or settle at its expense any third party claim or action brought against the other party (the “Indemnified Party”) arising out of the Indemnifying Party’s breach of this Agreement or any grossly negligent acts or willful misconduct of the Indemnifying Party or its personnel.
(b) Genasys Indemnity. Genasys shall defend or settle at its option and expense any third party claim or action brought against Customer alleging that the Software infringes a U.S. registered patent or copyright or misappropriates a trade secret. Genasys shall have no liability for any infringement claim to the extent such Item Title: 10.10
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claim is based on: (i) modification of the Software other than by Genasys personnel; (ii) any open source or other Third-Party Offering; or (iii) the combination, operation or use of the Software with any software, hardware or other materials not furnished by Genasys. In the event of an infringement claim, Genasys may at its option and expense replace or modify the Software with reasonably equivalent non-infringing functionality or procure for Customer the right to continue using the Software. If neither of these alternatives is available on a commercially reasonable basis, Genasys may terminate this Agreement and refund to Customer any prepaid fees for the period after termination. This Section 11(b) states the entire extent of the liability and obligations of Genasys with respect to any alleged infringement or misappropriation of intellectual property rights.
(c) Customer Indemnity. Customer shall defend or settle at its option and expense any third party claim or action brought against Genasys arising out or relating to (i) any infringement claims or privacy breaches arising out of the Customer Data, other than a security breach for which Genasys is responsible; (ii) use of the Software in violation of law or the terms of this Agreement; or (iii) bodily injury, death of any person or damage to real or tangible, personal property resulting from Customer’s use of the Software, including the posting, sending or failure of any Notifications or other notices and information through the Software. (d) Indemnification Procedure. The Indemnified Party shall promptly notify the Indemnifying Party of the claim, grant the Indemnifying Party sole control of the defense of the claim and all related settlement negotiations, and provide the Indemnifying Party with the assistance, information and authority reasonably necessary to defend the claim, at the Indemnifying Party’s expense. The Indemnified Party may, at its option and expense, be represented by separate counsel in any such action. The Indemnifying Party shall pay all damages, costs and expenses, including reasonable attorneys’ fees and court costs, payable to the third party claimant.

12. Limitations of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST

DATA, INTERRUPTIONS OF BUSINESS, OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING

OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHER GENASYS MATERIALS,

REGARDLESS OF WHETHER SUCH PARTY HAD NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE. GENASYS IS NOT RESPONSIBLE FOR ANY DELAYS OR DELIVERY FAILURES WITH RESPECT TO THE SOFTWARE OR NOTIFICATIONS, OR ANY DAMAGES RESULTING FROM SUCH PROBLEMS. AS

BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR ALL DECISIONS THAT IT MAKES IN RELIANCE ON INFORMATION PRESENTED THROUGH THE SOFTWARE. GENASYS SHALL NOT BE

LIABLE FOR ANY BODILY INJURY, DEATH, OR PROPERTY DAMAGES RESULTING FROM SOFTWARE

NOTIFICATIONS (INCLUDING ANY ERRORS OR DELAYS) OR OTHER USE OF THE SOFTWARE OR SERVICES, INCLUDING ANY ERRORS IN OR UNAVAILABILITY OF THE SOFTWARE. GENASYS' TOTAL

AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO GENASYS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. Genasys’ fees reflect this allocation of risk and limitations of liability. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

The above limitations may be superseded by law in some jurisdictions.

13. Publicity. Any press releases or other public statement regarding this Agreement may be made only with the other party’s consent, which shall not be unreasonably withheld, except that a party may make public disclosures to the extent required by law, and Genasys is permitted to include Customer’s name on customer lists that may be posted on Genasys’ website or provided to potential customers and other third parties.

14. Assignment. Customer may not assign or transfer this Agreement or any of its rights or duties hereunder to any third party without prior written consent of Genasys. Genasys may elect to use third-party service providers to perform any of Genasys’ obligations under this Agreement. This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.

15. General.
(a) Entire Agreement; Amendment; Waiver. This Agreement, including the attached exhibits and any related purchase orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or oral agreements or understandings with respect thereto. Any preprinted terms in a purchase order submitted by Customer to Genasys are expressly agreed to be of no force or effect. This Agreement may not be amended except by a writing signed by authorized representatives of both part ies.

The
waiver by either party of any default or breach of this Agreement, or any obligation hereunder , shall be ineffective unless in writing. No failure to exercise any right or power under this Agreement or to insist on strict compliance by the other party shall constitute a waiver of the right subsequently to exercise such right or power or to insist on strict compliance.
(b) Choice of Law. This Agreement shall be construed in accordance with the laws of the State of California, excluding conflicts of laws provisions. However, if Customer is a governmental agency, the laws of the state where Customer is located will govern. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply.

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(c) Severability. If any provision of this Agreement is deemed invalid or unenforceable by a court or governmental authority, that provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remainder of this Agreement shall remain in full force and effect.
(d) Notices. All legal notices between the parties shall be in writing and shall be sent by certified or registered mail, with provisions for a receipt, or commercial overnight delivery service, to the address of the other party listed above (or to such other address as a party may furnish to the other in writing). Non-legal written notices in the ordinary course of business may also be sent by email to the other party. (e) Independent Contractors. The parties are independent contractors, and neither party shall have any right or authority to make any representations or warranties on the other party’s behalf, or to assume or create any obligations or responsibilities, express or implied, on behalf of the other party. (f) Injunctive Relief. Each party acknowledges that the other party's intellectual property and Confidential Information is highly valuable to the other party, that any breach of such party’s obligations with respect to confidentiality and/or use of the other party’s intellectual property, including any breach by Customer of any restrictions on use of the Software or the scope of the rights granted by Genasys herein, may severely damage the other party, the extent of which damage would be difficult to ascertain and, therefore, that the other party is entitled to seek, among other remedies, temporary and permanent injunctive relief and other equitable relief for any such breach, without the necessity of posting bond or other security , to the extent permitted by law.
(g) Force Majeure. A party shall be excused from delays or failure to perform its duties (other than payment obligations) to the extent such delays or failures result from acts of nature, riots, war, acts of public enemies, fires, epidemics, labor disputes, or any other causes beyond its reasonable control (a “Force Majeure Event”).

The parties will promptly inform and consult with each other as to any of the above causes that in their judgment may or could be the cause of a substantial delay in the performance of this Agreement . (h) U.S. Government Restricted Rights. Any software provided as part of the Software for or on behalf of the United States of America, its agencies and/or instrumentalities is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227- 7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable, and any other applicable federal laws or regulations. (i) Electronic Signatures; Signature Authority. A copy of this Agreement signed or delivered by e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The person accepting this Agreement and any related purchase orders on behalf of Customer represents that he or she has the authority to bind Customer to this Agreement .

CITY OF MENIFEE

Armando G. Villa, City Manager

Attest:

Stephanie Roseen, Acting City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]

Date:

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EXHIBIT A

AUTHORIZED SYSTEM USERS AND AGENCIES

1. Customer’s direct employees and consultants who are authorized by Customer to access and use the Software.

2. Customer’s affiliates that have agreed to a contract addendum with Genasys, making them subject to the terms of the Agreement.

3. For the Zonehaven Service: if Customer is a county governmental agency and wishes to share access to Zonehaven with other agencies within its county, the agencies listed below are approved by Genasys as Users, provided that such agencies must first agree to a contract addendum with Genasys making them subject to the terms of the Agreement:

Agency Name: Email Domain:

City of Menifee, CA @cityofmenifee.us,
Menifee PD @menifeepolice.org

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EXHIBIT B - QUOTE

PRICING

GEM-PS-CL-SYS
Email notification
SMS notification
Phone notification
IPAWS connector
Social Media connector
RSS feed connector
Premium 24x7x365 support

ZH-PS-100K

Notification by phone, email, and SMS to residents based on a population of 100,000

ZGEM-PS-CL-PLUS
Zonehaven EVAC subscription
Zonehaven AWARE connector
Zonehaven wildfire simulation engine
Zonehaven evacuation pre-plan reports
Unlimited Email notification to residents
Unlimited SMS notification
Unlimited Phone notification
IPAWS connector
Unlimited Social Media connectors
RSS feed connector
Waze connector
Premium 24x7x365 support
Automated Weather

SKU Description List Price Years Final Price
ZGEM-PS-CL-PLUS Zonehaven Alert Plus $31,000 3 $93,000

GEM-PS-CL-SYS
GEM Foundation base $1,995 3 $3,585
ZH-PS-100K Public Notification $19,000 3 $57,000

GEM-IDM-SYS

GEM Intelligent Data
Manager $1,195 3 $3,585

GEM-WE-CL-SYS

Automated Weather
$995 3 $2,985

GEM-ALERT-DTOP-EUL
GEM Alerting-Desktop
Alert- Per PC/MAC up to
400 computers
$1,200 3 $3,600
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Total $163,755
Discount GEM and Zonehaven
Package $-14,750 3 -$44,250
Total $119,505

Payment Schedule
Year 1 $39,835
Year 2 $39,835
Year 3 $39,835

Customer bill be paying in full for the 3-year term.

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RESOLUTION NO. 22-____

AMENDMENTS TO ADOPTED BUDGET:

Grant Fund Adopted FY 2022/23 Revenue Budget: $2,025,210.00

1. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
July 20, 2022 American Rescue Plan (ARP):

Fire Station #68 Project 301-3742 $329,429
September 21, 2022 2022 Clean Air Microgrant 301-3744 1,000 September 21, 2022 Specialized Transit Program 301-3891 150,000 October 19, 2022
American Rescue Plan: Holland Road
Water, Recycled Water, and Sewer Utilities
Project (FY21/22 Carry-Over)
301-3742 500,000
October 19, 2022
American Rescue Plan: Economic
Development Program (FY21/22 Carry-
Over)
301-3742 500,000
November 2, 2022 US DOJ Bulletproof Vest Partnership Grant 301-3863 5,119.34 November 16, 2022 OTS Grant 301-3865 109,000
November 16, 2022 Permanent Local Housing Allocation
(PLHA) 301-3743 391,071
November 16, 2022 American Rescue Plan: Mass Notification System (FY21/22 Carry-Over) 301-3742 120,000
TOTAL: $2,105,619.34
Amended Grant Fund FY 2022/23 Revenue Budget: $4,130,829.34 Grant Fund Adopted FY 2022/23 Expenditure Budget: $2,010,210.00

2. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
July 20, 2022 American Rescue Plan (ARP):

Fire Station #68 Project 301-4555-58101 $329,429
August 3, 2022 SB1383 Local Assistance Grant:

FY2021/22 Budget Carryover 301-4660-52854 141,516
September 21, 2022 2022 Clean Air Microgrant 301-4661-52844 1,000 September 21, 2022 Specialized Transit Program 301-4660-58159 150,000 October 19, 2022
Holland Road Water, Recycled Water, and
Sewer Utilities Project (FY21/22 Carry-
Over)
301-4221-52216 500,000
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Amending the Fiscal Year 2022/23 Grant Fund Budget
ARP: Emergency Mass Notification System
2 4
3 9
7 5
October 19, 2022
American Rescue Plan: Economic
Development Program (FY21/22 Carry-
Over)
301-4221-58162 500,000
November 2, 2022 US DOJ Bulletproof Vest Partnership Grant 301-4911-52834 5,119.34 November 16, 2022 OTS Grant 301-4911-52426 109,000
November 16, 2022 Permanent Local Housing Allocation
(PLHA) 301-4330-52843 391,071
November 16, 2022
American Rescue Plan: Mass
Notification System (FY21/22 Carry-
Over)
301-4221-58161 120,000
TOTAL: $2,247,135.34
Amended Grant Fund FY 2022/23 Expenditure Budget: $4,257,345.34

3. Record Transfer of Funds:

FROM ACCOUNT # TO ACCOUNT # AMOUNT
TOTAL:

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY RESOLVE AS FOLLOWS:

The annual budget for the Grant Fund for the City of Menifee for fiscal year 2022/23 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

Revenues:

American Rescue Plan: Mass Notification System
(FY21/22 Carry-Over) $120,000
Amended Grant Fund FY 2022/23 Budget: $4,130,829.34

Expenditures:

American Rescue Plan: Mass Notification System
(FY21/22 Carry-Over) $120,000
Amended Grant Fund FY 2022/23 Budget: $4.257,345.34
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Amending the Fiscal Year 2022/23 Grant Fund Budget
ARP: Emergency Mass Notification System
3 4
3 9
7 5
PASSED, APPROVED AND ADOPTED this 16th day of November 2022. _____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ ____________________________ Kay Vinson, Acting City Clerk Jeffrey T. Melching, City Attorney Item Title: 10.10
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CITY OF MENIFEE
SUBJECT: Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development
MEETING DATE: November 16, 2022
TO: Mayor and City Council
PREPARED BY: Nancy Rodriguez, Management Analyst
REVIEWED BY: Jonathan Nicks, Community Services Director APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Adopt Resolution to approve the Temporary Deferral of Conditions of Approval for Tract Map Nos. 28786, 28791, 28792, 28793, and 28794, located within Newport Estates Specific Plan encompassing the property along both sides of Evans Road, north side of Holland Road and south of Newport Road, relating to park development timing requirements; and

2. Approve and authorize the City Manager to execute the Second Amendment to the Quimby Park Mitigation Agreement to align park development timing requirements with the amended Conditions of Approval for Tract Map Nos. 28786, 28791, 28792, 28793, and 28794.

DISCUSSION
Tract Map Nos. 28786 - 28794 are located within the Newport Estates Specific Plan (SP 140) and encompasses the property along both sides of Evans Road, on the north side of Holland Road and south of Newport Road. The development was originally approved by the County of Riverside in 2001. Subsequently in August 2007, the original developer Pacific Communities, entered into a Quimby Park Mitigation Agreement (Quimby Agreement) with County Service Area 145 (CSA 145) for the dedication of public parks. Since that time, Pacific Communities developed and built the first 477 out of 856 homes. The Quimby Agreement also required the addition of two parks, a

2.54-acre park in Planning Area 6C and a 5.52-acre park in Planning Area 6B. In 2018, Pacific Communities completed the development of Mayfield Park, the 2.54-acre park in Planning Area 6C.

Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 1
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City of Menifee Staff Report
Quartz Ranch Park Development Request
November 16, 2022

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The Quimby Agreement originally required development of both public parks according to the following schedule (Table 1):

Table 1: Original Park Schedule
Original Park
Requirements
Planning Area 6C
(Mayfield Park 2.54 acres)
Planning Area 6B
(Future 5.52 acres)
Approval of Park Conceptual
Plans
Before issuance of the
1st building permit
Before issuance of the
200th building permit
Approval of Construction
Plans
Before issuance of the
100th building permit
Before issuance of the
300th building permit
Park Accepted for 90-Day
Maintenance period
Before issuance of the
200th occupancy permit
Before issuance of the
400th occupancy permit
In November 2015, Pacific Communities requested to amend these original park development requirements due to unforeseen circumstances, which included the 2008 downturn in the housing market and plan adjustments required to comply with the revised water efficient landscape standards.

Following City Council’s approval, the development of the public parks is now required per the following amended schedule (Table 2):

Table 2: Amended Park Schedule (Resolution 15-487)
Requirements
Amended November 2015
Planning Area 6C
(Mayfield Park 2.54 acres)
Planning Area 6B
(Future 5.52 acres)
Approval of Park Conceptual
Plans
Before issuance of the
1st building permit
Before issuance of the
300th building permit
Approval of Construction
Plans & Provide Performance
Security for Park
Before issuance of the
250th building permit
Before issuance of the
400th building permit
Park Construction Complete
& Open to Public
Before issuance of the
300th occupancy permit
Before issuance of the
500th building permit
Park Turnover to City
Before issuance of the 350th
occupancy permit or 90 days
after construction is complete
Before issuance of the 550th
occupancy permit or 90 days
after construction is complete
As mentioned, Pacific Communities developed and built the first 477 of 856 homes and met park development requirements for Planning Area 6C by completing Mayfield Park. Pacific Communities also developed approved construction plans and provided performance security for the future 5.52-acre park in Planning Area 6B.

In September 2020, Lennar Homes of California, Inc (Lennar) acquired the remaining development from Pacific Communities with the intent to start rough grading by October 2020, and construction of the first production home and 5.52-acre Planning Area 6B Park, by November 2020. However, Lennar’s environmental consultant, VCS, discovered a series of environmental Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
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City of Menifee Staff Report
Quartz Ranch Park Development Request
November 16, 2022

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8 5
constraints throughout the project preventing the City from issuing a rough grade permit. Lennar proceeded to work with California Department of Fish and Wildlife (CSFW) and the United States Department of Fish and Wildlife Services (USFWS) to meet the additional requirements and on August 9, 2021, after satisfying these requirements, Lennar obtained its rough grade permit. Upon receiving the grading permit, VCS discovered nesting gnatcatchers in the park site, which caused an additional delay.

After addressing the various onsite environmental issues, rough grade operations resumed in December 2021. During grading operations, Lennar’s contractor uncovered a large volume of unclassified boulders buried throughout the project by a prior landowner. A large concentration of these boulders was located in the future park site creating a significant delay to grading operations. During this time, Lennar paid its grading contractor daily overtime to expedite work and complete the rough grading of the park site by July 2022.

Unfortunately, when Lennar was able to start construction of the park, the approved park landscape and precise grade plan had expired. City staff has worked with Lennar to update the construction drawings to the latest City standards, causing an additional construction delay.

Additionally, Lennar has stated that they have faced supply chain issues that delayed procurement of required materials by creating longer lead times for items needed for the park such as the prefabricated restroom building, play structure, and athletic field lights.

Due to the additional time needed to address the numerous environmental issues at the site, the removal of the large boulders, the expiration of the park plans, and the ongoing supply chain issues to obtain materials; Lennar requests to further amend the schedule for the park in planning area 6B to the following (Table 3):

Table 3: Requested Amendment to Park Schedule
Planning Area 6B
(Future 5.52 acres)
Current Requirements
Amended November 2015 Request from Lennar
Approval of Park Conceptual
Plans
Before issuance of
300th building permit
Before issuance of
300th building permit
Approval of Construction
Plans & Provide Performance
Security for Park
Before issuance of
400th building permit
Before issuance of
400th building permit
Park Construction Complete
& Open to Public
Before issuance of the
500th building permit
Before issuance of the
700th building permit
Park Turnover to City
Before issuance of the 550th
occupancy permit or 90 days
after construction is complete
Before issuance of the 625th
occupancy permit or 90 days
after construction is complete
Under the current park development requirements, the City cannot issue additional building permits to Lennar for the Quartz Ranch Development until the park is completed. SP 140 currently has 478 occupied homes, so Lennar can continue to obtain occupancy permits until they reach 550 occupancy permits. Lennar has stated that they will work expeditiously with City staff to complete park construction by May 2023 and finish the 90-day maintenance period to turn over the park to the City by August 2023. Lennar has stated that although they are making their best Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 3
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City of Menifee Staff Report
Quartz Ranch Park Development Request
November 16, 2022

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effort to complete the park, it would be challenging to not receive additional building permits until May 2023. Additionally, Lennar has provided the City a Letter of Credit in the amount of $3,836,256.90 to ensure the completion of the park dedicated to Planning Area 6B. The additional assurance of the Letter of Credit is above and beyond the park completion security bond of $2.7 million, showing the commitment to developing the park regardless of potential future uncertainties.

This item is scheduled to be presented to the Parks, Recreation and Trails Commission at a Special Meeting set for November 7, 2022, and their feedback can be provided verbally upon request. If the City Council decides to amend park development requirements as Lennar has requested or otherwise, it would require approval by resolution and amendment to the current Quimby Agreement.

STRATEGIC PLAN OBJECTIVE
Responsive and Transparent Government

FISCAL IMPACT
If the park development requirements are amended, there is no fiscal impact to the City. SP 140 has annexed into CSA 145 for maintenance of the park facilities, and properties within the development are being assessed for park maintenance fees. The cost of preparation of the resolution and revised Quimby Agreement are provided for through deposit-based fees paid by the developer. Additionally, Lennar has provided the City with a Letter of Credit in the amount of $3,836,256.90 to ensure the completion of the park dedicated to Planning Area 6B.

ATTACHMENTS

1. Quartz Ranch Park Completion Letter – October 27, 2022

2. Resolution No. 15-487, with current Quimby Agreement amended in November 2015 •Conditions of Approval (Exhibit A)
•Original Quimby Agreement (Exhibit B)
•First Amendment to Quimby Agreement (Exhibit C)

3. Resolution – Deferral of Conditions of Approval

4. Second Amendment to Quimby Agreement (Exhibit D)

5. Exhibit of Planning Area 6B Park and Project Construction Schedule Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 4
Menifee

Mayor

and

City

Council

November

16,
2022
Page
221 of 1157

980 Montecito Drive • Suite 302 • Corona, CA 92879 • Phone: 951.817.3500 • Fax: 951.817.3599

October 27, 2022

Cheryl Kitzerow
City of Menifee, Community Development Department
29844 Haun Rd.

Menifee, CA 92584

Subject: TR 28786, 28791, 28792, 28793 & 28794 Quartz Ranch, Request for Deferral of COAs

Ms. Kitzerow,

Lennar respectfully requests the City of Menifee defer the following conditions of approval for Quartz Ranch (Tracts 28786, 28791, 28792, 28793 & 28794) to the new permit issuance and/or certificate of occupancy thresholds outlined below:

Community Services Conditions of Approval

1. PA 6B Park Construction (TR28786 COA No. 264, TR28791 COA No. 259, TR28792 COA No. 259, TR28793 COA 261 & TR28794 COA 257) --- Lennar requests the condition be amended from the 500th building permit issuance to the 700th building permit issuance in the Newport Estate Master Plan. This allows Lennar to continue its homebuilding operation while providing adequate time to complete construction of the park by May 2023 and finish the 90-day maintenance period by August 2023. Included with this letter is the construction schedule for said Park prepared by the Marina (“the Contractor”).

2. PA 6B Park Turnover (TR28786 COA No. 265, TR28791 COA No. 260, TR28792 COA No. 260, TR28793 COA 262 & TR28794 COA 258) --- Lennar requests the condition be amended from the 550th occupancy permit issuance to the 625th certificate of occupancy in the Newport Estate Master Plan. This allows Lennar to continue its homebuilding operation while providing sufficient time to finish the 90-day maintenance period by August 2023. Included with this letter is the construction schedule for said Park prepared by the Marina (“the Contractor”).

Reason for COA Amendment Request:

Lennar purchased the park site from Pacific Communities on September 3, 2020, with the intent to start Rough Grading in October 2020 and construction of the first production home and PA6B Park in November 2021. However, a month prior to start of Rough Grade, VCS (Lennar’s Environmental Consultant) discovered numerous burrowing owls that burrowed throughout the project, preventing the City from issuing a rough grade permit. Lennar proceeded to work with CDFW and USFWS to relocate the burrowing to a designated conversation area. During relocation of said owls CDFW and USFWS discovered fairy shrimp ponds and potential jurisdictional waters located throughout the project. Lennar, per CDFW and USFWS, was now required to conduct wet and dry fairy shrimp surveys, obtain a 1600 agreement, and obtain a Waste Discharge Report for the Regional Water Quality Control Board prior to City issuance of a Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 5
Menifee

Mayor

and

City

Council

November

16,
2022
Page
222 of 1157

980 Montecito Drive • Suite 302 • Corona, CA 92879 • Phone: 951.817.3500 • Fax: 951.817.3599 Rough Grade Permit --- all of which caused a significant delay to Lennar’s original start grading schedule. Lennar obtained its rough grade permit on August 9th, 2021.

Upon receiving the grading permit, VCS discovered nesting Gnatcatcher’s in the park site, which caused an additional 3-month delay. Rough Grade Operations resumed in December 2021.

During grading operations, Lennar’s grading contractor uncovered a large volume of unclassified boulders buried throughout the project by a prior landowner, with a large, concentrated volume located in the Park Site. The sheer volume of boulders uncovered required Lennar to set up a rock quarry / crushing operation on the project --- again, creating a significant delay to grading operations. Lennar’s grading contractor completed Rough Grading of the Park Site in July 2022.

During this time Lennar paid its grading contractor daily overtime to help expedite grading and shorten the overall schedule duration.

Unfortunately, when Lennar was able to start construction of the park, City staff informed us that the approved Park Landscape and Precise Grade Plan had since expired. Lennar has been working with City Staff to update the construction drawings to the latest City standards, thus causing additional delays to the start of construction. Also, supply chain issues, specifically delays in being able to procure required materials, have contributed to delays to the original construction schedule.

It is for these reasons we ask the City to grant our requests to amend the above conditions of approval.

Regards,

William Sacriste

Director of Forward Planning
Lennar Homes of California, LLC

Email: [email protected]
Phone: 951.757.0274
Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 6
Menifee

Mayor

and

City

Council

November

16,
2022
Page
223 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 7
Menifee Mayor and City Council                                                                               November 16, 2022 Page 224 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 8
Menifee Mayor and City Council                                                                               November 16, 2022 Page 225 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 9
Menifee Mayor and City Council                                                                               November 16, 2022 Page 226 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 10
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Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 11
Menifee Mayor and City Council                                                                               November 16, 2022 Page 228 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 12
Menifee Mayor and City Council                                                                               November 16, 2022 Page 229 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 13
Menifee Mayor and City Council                                                                               November 16, 2022 Page 230 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 14
Menifee Mayor and City Council                                                                               November 16, 2022 Page 231 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 15
Menifee Mayor and City Council                                                                               November 16, 2022 Page 232 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 16
Menifee Mayor and City Council                                                                               November 16, 2022 Page 233 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 17
Menifee Mayor and City Council                                                                               November 16, 2022 Page 234 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 18
Menifee Mayor and City Council                                                                               November 16, 2022 Page 235 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 19
Menifee Mayor and City Council                                                                               November 16, 2022 Page 236 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 20
Menifee Mayor and City Council                                                                               November 16, 2022 Page 237 of 1157

Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 21
Menifee Mayor and City Council                                                                               November 16, 2022 Page 238 of 1157

2671/031858-0001
18473466.1 a11/03/22

RESOLUTION No. 22-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE

APPROVING A TEMPORARY DEFERRAL OF ENFORCEMENT OF
CONDITIONS OF APPROVAL FOR TRACT MAPS 28786, 28791, 28792, 28793, AND 28794 RELATING TO PUBLIC PARK DEDICATION REQUIREMENTS IN PLANNING AREA 6B AND APPROVING AN AMENDMENT TO THE QUIMBY

PARK MITIGATION AGREEMENT BY AND BETWEEN THE CITY OF MENIFEE (AS SUCCESSOR IN INTEREST TO COUNTY SERVICE AREA 145) AND

LENNAR HOMES OF CALIFORNIA, LCC (AS SUCCESSOR IN INT EREST TO

PACIFIC COMMUNITIES) FOR DEDICATION OF PUBLIC PARKS
WHEREAS, on or about July 17, 2001, the County of Riverside (“County”) approved Tentative Tract Map Nos. 28786, 28787, 28788, 28789, 28790, 28791, 28792, 28793, and 28794 (“TTM 28786-28794”); and
WHEREAS, TTM 28786-28794 are located within the Newport Estates Specific Plan (also known as Specific Plan #140); and
WHEREAS, certain conditions of approval for TTM 28786- 28794 impose timing requirements for the design, construction, and acceptance o f a public park in Planning Area 6B of Specific Plan #140-W, a copy of those conditions of approval are attached hereto as Exhibit A; and
WHEREAS, in or around August 2007, Pacific Communities, as developer, and County’s County Service Area 145 (“CSA 145”) entered into a Quimby Park Mitigation Agreement for the Dedication of Public Parks in the area covered by Specific Plan #140-W, which includes Planning Area 6B (the “Quimby Agreement”), a copy of the Quimby Agreement is attached hereto as Exhibit B; and
WHEREAS, effective October 1, 2008, the City of Menifee (“City”) incorporated as a general law city; and
WHEREAS, since the City’s incorporation, Specific Plan #140-W and TTM 28786-28794 have been located within the City’s jurisdiction, CSA 145 has been dissolved, and the City became the successor in interest to CSA 145 (see LAFCO Resolution No. 113 -07, adopted October 25, 2007); and
WHEREAS, on or about November 18, 2015, pursuant to City Council Resolution No. 15- 487, enforcement of some of the timelines in the conditions of approval for TTM 28786- 28794 were temporarily deferred; and
WHEREAS, on or about November 18, 2015, pursuant to City Council Resolution No. 15- 487, the Quimby Agreement was revised to extend the deadlines set forth therein for the public park in Planning Area 6 B of Specific Plan #140-W as stated in the First Amendment to Quimby Mitigation Agreement for the Dedication of Public Parks in the area covered by Specific Plan #140-W, which includes Planning Area 6B (“First Amendment to the Quimby Agreement”), a copy of the First Amendment to the Quimby Agreement is attached hereto as Exhibit C; and Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 22
Menifee

Mayor

and

City

Council

November

16,
2022
Page
239 of 1157

2671/031858-0001
18473466.1 a11/03/22 -2-

WHEREAS, in or about September 2020, Lennar Homes of California, LLC, (“Lennar”) acquired from Pacific Communities property within TTM 28786-28794 and became the successor in interest to Pacific Communities for purposes of the Quimby Agreement and the First Amendment to the Quimby Agreement; and
WHEREAS, based on the timelines, as amended in November 2015, the City cannot issue any additional building permits to Lennar within TTM 28786, 28791, 28792, 28793, and 28794 until the public park in Planning Area 6B of Specific Plan #140-W is completed; and WHEREAS, Lennar has received City approval of construction plans for the public park in Planning Area 6B and has provided the required performance security; and WHEREAS, Lennar has requested the City extend the deadline set forth in the conditions of approval for TTM 28786, 28791, 28792, 28793, and 28794 and the Quimby Agreement, as revised by the First Amendment to the Quimby Agreement; and WHEREAS, Lennar has stated to City staff that that Lennar will work expeditiously with City staff to complete park construction by May 2023 and finish the 90- day maintenance period to turn over the park to the City by August 2023; and
WHEREAS, Lennar has provided the City a Letter of Credit in the amount of $3,836,256.90 to ensure the completion of the park dedicated to Planning Area 6B of Specific Plan #140-W. The additional assurance of the Letter of Credit is above and beyond the park completion performance security bond of $2.7 million; and WHEREAS, Lennar has requested the City Council further amend the schedule for the public park in Planning Area 6B of Specific Plan #140-W as follows:

Stage of Public Park Planning Area 6B
(Future 5.52 acres)
As amended in
November 2015
Current Request from
Lennar
Park Construction
Complete & Open to Public
Before issuance of
500th building permit
Before issuance of the
700th building permit
Park Turnover to City
Before issuance of the
550th occupancy permit or
90 days after construction
is complete
Before issuance of the
625th occupancy permit or
90 days after construction
is complete
NOW, THEREFORE, the City Council of the City of Menifee does hereby resolve as follows:

Section 1. The City Council hereby approves and authorizes the City Manager to execute the Second Amendment to the Quimby Agreement, attached hereto as Exhibit D.

Section 2. P rovided Lennar and its assigns and successors in interest comply with the timing requirements set forth in the S econd Amendment to the Quimby Agreement (as summarized in the table below), the City Council hereby authorizes City staff to temporarily defer enforcement of the timing requirements for the construction and acceptance of the public park in Planning Area 6B of Specific Plan #140-W set forth in the conditions of approval for TTM 28786, 28791, 28792, 28793, and 28794, attached hereto as Exhibit A.

Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 23
Menifee

Mayor

and

City

Council

November

16,
2022
Page
240 of 1157

2671/031858-0001
18473466.1 a11/03/22 -3-

Stage of Public Park Current Request from Lennar
Park Construction Complete & Open to
Public
Before issuance of the
700th building permit
Park Turnover to City
Before issuance of the 625th occupancy
permit or 90 days after construction is
complete
Section 3. If any section, subsection, sentence, clause, or phrase of this Resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional, without regard to whether any portion of the Resolution would be subsequently declared invalid or unconstitutional.

Section 4. The pr ovisions of this Resolution shall become effective immediately upon its adoption.

Section 5. The City Clerk of the City of Menifee shall certify to the adoption of this Resolution.

APPROVED AND ADOPTED THIS 16th DAY OF NOVEMBER, 2022.

___________________________
Bill Zimmerman, Mayor
ATTEST:

_______________________________
Kay Vinson, Acting City Clerk

Approved as to form:

_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 24
Menifee

Mayor

and

City

Council

November

16,
2022
Page
241 of 1157

2671/031858-0001
18473493.1 a11/03/22

SECOND AMENDMENT TO QUIMBY MITIGATION AGREEMENT

BY AND BETWEEN

CITY OF MENIFEE
(AS SUCCESSOR IN INTEREST TO COUNTY SERVICE AREA 145)
AND

LENNAR HOMES OF CALIFORNIA, LLC
(AS SUCCESSOR IN INTEREST TO PACIFIC COMMUNITIES)

FOR THE DEDICATION OF PUBLIC PARK
SPECIFIC PLAN 140-W (NEWPORT ESTATES) AKA: PACIFIC MAYFIELD

THIS SECOND AMENDMENT TO THE QUIMBY MITIGATION AGREEMENT (“Second Amendment”) is dated as of November 16, 2022, for reference purposes only, and is entered into by and between the City of Menifee, a California municipal corporation (the “City”) and Lennar Homes of California, LLC, a California limited liability company (the “Developer”).

RECITALS
WHEREAS, in or around August 2007, Pacific Communities, as developer, and County’s County Service Area 145 (“CSA 145”) entered into that certain Quimby Park Mitigation Agreement (the “Quimby Agreement”) for the Dedication of Public Parks in the area covered by Specific Plan #140-W, which includes Planning Area 6B; and WHEREAS, Section I.B. of the Quimby Agreement imposes certain timing requirements for the design, construction, and acceptance of public parks in Planning Area 6B of Specific Plan #140-W; and
WHEREAS, effective October 1, 2008, the City of Menifee (“City”) incorporated as a general law city; and
WHEREAS, since the City’s incorporation, Specific Plan #140-W and TTM 28786-28794 have been located within the City’s jurisdiction, CSA 145 has been dissolved, and the City became the successor in interest to CSA 145 (see LAFCO Resolution No. 113-07, adopted October 25, 2007); and
WHEREAS, on or about November 18, 2015, the Quimby Agreement was revised to extend the deadlines set forth therein for the public park in Planning Area 6B of Specific Plan #140-W as stated in the First Amendment to Quimby Mitigation Agreement for the Dedication of Public Parks in the area covered by Specific Plan #140-W, which includes Planning Area 6B (“First Amendment to the Quimby Agreement”); and
WHEREAS, in or about September 2020, Lennar Homes of California, LLC, acquired from Pacific Communities property within TTM 28786-28794 and became the successor in interest to Pacific Communities for purposes of the Quimby Agreement and the First Amendment to the Quimby Agreement; and
WHEREAS, the Developer and the City have agreed to extend the deadlines set forth in Section I.B. of the Quimby Agreement, as amended by First Amendment to the Quimby Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 25
Menifee

Mayor

and

City

Council

November

16,
2022
Page
242 of 1157

2671/031858-0001
18473493.1 a11/03/22 -2-4
5 9
2 4
Agreement, to ensure that the Developer can continue to receive a specified number of building permits during the construction of the public park in Planning Area 6B of Specific Plan #140-W.

AGREEMENT
NOW, THEREFORE, in furtherance of the Recitals stated above, incorporated herein by this reference, and the mutual covenants set forth below, the Developer and the City hereby amend the Quimby Agreement, as amended by the First Amendment to the Quimby Agreement, and agree, promise, and declare as follows:

1. Successor in Interest. As of September 2020, Lennar Homes of California, LLC is Pacific Communities’ successor in interest.

2. Section I.B. Section I.B to the Quimby Agreement, as amended by the First Amendment to the Quimby Agreement is hereby amended and restated in its entirety to provide as follows:

Developer shall build the parks in a timely manner.

Planning Area 6C (2.54ac): Developer shall secure approval of revised construction plans from the City before the issuance of the 250 th cumulative building permit within SP#140- W. The park construction must be complete and the park open to the public before the issuance of the 300 th cumulative occupancy permit within SP#140-W. The park must be accepted for 90-day maintenance (turnover) before the issuance of the 350 th cumulative occupancy permit with SP#140-W or 90 days after construction is complete.

Before the issuance of the 250th cumulative building permit within SP#140-W, Developer shall provide sufficient surety to guarantee that the improvements and/or amenities set forth in the construction plans are completed and ready for public use within the timeframes specified above.

Planning Area 6B (5.52ac): Developer shall secure approval of the park conceptual plan from the City before the issuance of the 300 th cumulative building permit within SP#140- W. Developer shall secure approval of construction plans from the City before the issuance of the 400th cumulative building permit within SP#140-W. The park construction must be complete and the park open to the public before the issuance of the 700 th cumulative building permit within SP#140-W. The park must be accepted for 90-day maintenance (turnover) before the issuance of the 625 th cumulative occupancy permit with SP#140-W or 90 days after construction is complete.

Before the issuance of the 400th cumulative building permit within SP#140-W, Developer shall provide sufficient surety to guarantee that the improvements and/or amenities set forth in the construction plans are completed and ready for public use within the timeframes specified above.

In addition to the required surety, the Developer shall provide to the City a Letter of Credit in the amount of $3,836,256.90, to ensure Developer’s ability to complete park construction.

Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 26
Menifee

Mayor

and

City

Council

November

16,
2022
Page
243 of 1157

2671/031858-0001
18473493.1 a11/03/22 -3-4
5 9
2 4

3. General Provisions.
a. Counterparts. This Second Amendment may be executed in any number of counterparts and, as so executed, the counterparts shall constitute one and the same agreement.

The parties agree that each such counterpart is an original and shall be binding upon all parties, even though all of the parties are not signatories to the same instrument. b. Effect of Second Amendment. Except as specifically modified by this Second Amendment, the terms and conditions set forth in the Quimby Agreement and the First Amendment to the Quimby Agreement remain binding in full force and effect. c. Severability. If any provision of this Second Amendment is deemed to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed from the rest of this Second Amendment and the remaining provisions shall continue in full force and effect.
d. Signature Authority. All individuals signing this Second Amendment for a party which is a corporation, partnership, limited liability company, or other legal entity, or signing under a power of attorney or in any other legal capacity, covenant to the other party hereto that the signatory has the necessary capacity and authority to act for, sign, and bind the respective entity or principal on whose behalf the signatory is signing.

IN WITNESS WHEREOF, the Developer and the City have caused this Second Amendment to be signed in their names and on their behalf by their duly authorized representatives.
“City”
Dated: _______________________ City of Menifee, a California Municipal Corporation ______________________________________
Armando G. Villa, City Manager
“Developer”
Dated: _______________________ Lennar Homes of California, LLC, a California limited liability company
______________________________________
Geoff Smith, Vice President of Forward Planning
Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 27
Menifee

Mayor

and

City

Council

November

16,
2022
Page
244 of 1157

City of Menifee Staff Report
Quartz Ranch Park Development Request
November 16, 2022

5. Exhibit of Planning Area 6B Park and Project Construction Schedule N
ewport Estates Specific Plan (SP 140)
6B
Park Site
Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 28
Menifee

Mayor

and

City

Council

November

16,
2022
Page
245 of 1157

City of Menifee Staff Report
Quartz Ranch Park Development Request
November 16, 2022

Conceptual of 5.52 acre Park in Planning area 6B

Planned Amenities:
• Lighted multi-purpose field
• 4 Pickleball courts
• Basketball court
• Covered Playground
• Picnic shelter
• Restroom building

Item Title: 10.11
Deferral

Conditions

Approval

and

Quimby

Agreement

Amendment

Relating

Public

Park

Dedication

for

Quartz
Ranch Development
Item Page Number: 29
Menifee

Mayor

and

City

Council

November

16,
2022
Page
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Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 30
Menifee Mayor and City Council                                                                               November 16, 2022 Page 247 of 1157

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Item Title: 10.11 Deferral of Conditions of Approval and Quimby Agreement Amendment Relating to Public Park Dedication for Quartz Ranch Development Item Page Number: 31
Menifee Mayor and City Council                                                                               November 16, 2022 Page 248 of 1157

CITY OF MENIFEE
SUBJECT: Reject all Bids for Murrieta Road Resurfacing and Improvements Project
MEETING DATE: November 16, 2022
TO: Mayor and City Council
PREPARED BY: Kevin Bohne, Associate Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Authorize the City Manager to reject all bids submitted for the Murrieta Road Resurfacing and Improvements Project, Capital Improvement Project No. CIP 23-07.

DISCUSSION
Murrieta Road is a major north–south transportation corridor within the city. The Murrieta Road Resurfacing and Improvements Project (“Project”) would complete resurfacing improvements that were started in 2020 when the northern portion of Murrieta Road, from Camino del Sol Norte to McCall Boulevard, was completed. The Project’s improvements consist of resurfacing Murrieta Road from San Quintin Road to Camino Del Sol Norte, installation of raised medians both north and south of Newport Road, and reconstructing cross gutters at the intersection of Murrieta Road and Newport Road. The length of the project is approximately 0.9 linear miles.

Staff administered a competitive bid process and the Project was legally advertised in accordance with the California Public Contract Code. An electronic bid opening was held on October 17, 2022, and a total of six bids were received as summarized in Table 1 on the following page.

Item Title: 10.12
Reject all Bids for Murrieta Road Resurfacing and Improvements Project Item Page Number: 1
Menifee

Mayor

and

City

Council

November

16,
2022
Page
249 of 1157

City of Menifee Staff Report
CIP 22-06 Award
November 16, 2022

Page 2 of 2 ends

1 2
2 6
Table 1- Bid Result Summary
Firm Name Total Bid Amount Lowest Responsible Bidder
Engineers Estimate $1,663,185.58
Granite Construction Company $2,600,332.00 X
ATP General Engineering Contractors $2,717,331.70
Hardy & Harper, Inc. $2,740,000.00
All American Asphalt $3,049,333.00
Aid Builders Inc $3,158,089.41
R.J. Noble Company $3,181,498.40
Due to unprecedented escalations in construction costs, coupled with material and labor shortages nationwide, the bid amounts received were well above the initial engineering estimate of $1,663,185.58 established previously. At this time, the anticipated construction cost for the project is $2,880,565.20, which includes construction, materials testing, labor compliance, inspection, and other costs typically associated with a construction project to deliver a turn-key ready facility. Given the higher than expected construction costs received in the bid responses, an additional $1,212,013.92 would be required to move forward with the project based on the apparent lowest bidder’s pricing.

Public Contract Code §20166 allows a legislative body, in its discretion, to reject any bids and readvertise a project. In an effort to accommodate the Project’s current available funding, it is recommended that the City reject all submitted bids and allow staff to perform value engineering to the current scope of work and re-bid the project.

Staff plans to revise the project documents to identify cost saving opportunities and re-bid the project in a timely manner. By doing so, the project will be able to obtain bids more in line with the approved budget for the project and still meet the intent of the original scope of work.

STRATEGIC PLAN OBJECTIVE
Safe and Attractive Community

FISCAL IMPACT
There is no fiscal impact associated with the recommended action.

ATTACHMENTS

1. Project Location Map
Item Title: 10.12
Reject all Bids for Murrieta Road Resurfacing and Improvements Project Item Page Number: 2
Menifee

Mayor

and

City

Council

November

16,
2022
Page
250 of 1157

EXHIBIT 1

PROJECT LOCATION MAP

Item Title: 10.12
Reject all Bids for Murrieta Road Resurfacing and Improvements Project Item Page Number: 3
Menifee

Mayor

and

City

Council

November

16,
2022
Page
251 of 1157

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Harzburg Rd
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Mawr Ct
Melitta Rd
Caminito
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Caminito Del Sol Norte
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Pelion Rd
Pacoima Ct
Chatsworth Ct
Hohokam Ct
Kure Ct
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Greenhill Dr
Welmar Rd
Knoll Ct
Farbo Ct
Snow Creek Dr
Geisler Rd
Samar Rd
Gretna Rd
Goldmine Cir
Catano Rd
Pacific Channel Way
Potomac Dr
Beach St
Lands End Way
Moonstone Way
Dorval Ct
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Path: Z:\Project_Specific_Maps\Engineering_PublicWorks\MurrietaRoadResurfacing\MurrietaRoadResurfacing_2\MurrietaRoadResurfacing_2.aprx Date: 5/18/2022 Murrieta Road Resurfacing (CIP 23-07)
Project Location Map
Item Title: 10.12
Reject all Bids for Murrieta Road Resurfacing and Improvements Project Item Page Number: 4
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CITY OF MENIFEE
SUBJECT: Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project MEETING DATE: November 16, 2022
TO: Mayor and City Council
PREPARED BY: Kevin Bohne, Associate Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Award bid and authorize the City Manager to execute an Owner-contractor Agreement with Hillcrest Contracting Inc. to perform construction services for the Menifee Road Resurfacing Project, Capital Improvement Project (CIP) No. CIP 22-06, in the amount of $1,690,663; and

2. Adopt two budget amendment resolutions (BARs) carrying forward CIP 22-06 Menifee Road Resurfacing Project Budget from Fiscal Year (FY) 2021/2022 into the FY 2022/2023 Budget and one BAR appropriating $80,000 from Gas Tax Fund balance into the project fund (Fund 200).

DISCUSSION
The Menifee Road Resurfacing Project (“Project”) consists of resurfacing Menifee Road between Holland Road and Diamond Road (Fire Station 76 Entrance) north of Newport Road. The method of resurfacing would consist of header grind with an asphalt overlay. The Project would also construct a raised median from Newport Road north to Diamond Road, add 2 miles of striped bike lane, and retrofit 12 ADA ramps.

Staff administered a competitive bid process and the Project was legally advertised in accordance with the California Public Contract Code. An electronic bid opening was held on October 11, 2022, and a total of seven bids were received as summarized in Table 1 on the following page.

Additionally, the Engineer’s Estimate was updated subsequent to the project budget establishment.

Item Title: 10.13
Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project
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City of Menifee Staff Report
CIP 22-06 Menifee Road Resurfacing Award
November 16, 2022

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Table 1- Bid Result Summary
Firm Name Total Bid Amount Lowest Responsible Bidder
Engineers Estimate $1,874,945.00
Hillcrest Contracting, Inc $1,690,663.00 X
All American Asphalt $1,759,969.00
R.J. Noble Company $1,792,901.00
L C Paving & Sealing, Inc. $1,841,054.88
Onyx Paving Company, Inc. $2,027,680.00
Vance Corporation $2,006,741.00
Hardy & Harper, Inc. $2,174,000.00
Upon receipt of the bids, staff reviewed the lowest bidder at the time of the bid opening and determined that Hillcrest Contracting, Inc. met the requirements for recommendation as the lowest responsive and responsible bidder.

At this time, the total cost of the construction contract for the project is $1,690,663. Construction management and inspection would be provided by City staff. The costs do not include materials testing or labor compliance as separate requests for proposals and agreements for these services are pending.

Existing project budgets are available in the amount of $1,635,098.29. Based on the lowest bid for construction, and additional anticipated costs for labor compliance and materials testing, additional funding would be required to fully support the Project. Staff has identified available, unappropriated, fund balance in the amount of $80,000 from the Gas Tax Fund No. 200. Approval of the proposed BARs would carry existing project budgets forward into FY 2022/2023 and appropriate additional funding towards the Project in the amount of $80,000. This would completely fund the construction contract and the pending agreements for labor compliance and materials testing, as stated above.

If approved by the City Council, the tentative project schedule would be as follows:

Construction Start: December 7, 2022
Construction End: March 1, 2022
City Council Acceptance: April 7, 2023
*The timeline above assumes no delays due to weather or unforeseen conditions.

Environmental Impact
The proposed use has been determined to be Categorically Exempt (“Existing Facilities”) under the California Environmental Quality Act (CEQA) and CEQA Guidelines, Section 15301. Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency’s determination. Class 1 includes the following example of a project that would be exempt under this section: (c) [minor alterations to] Existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities (this includes road grading for the purpose of public safety). The project is for the Item Title: 10.13
Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project
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November 16, 2022

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resurfacing of an existing paved road and upgrades to accessible ramps as described above. All improvements are within existing city right-of-way. The proposed improvements are a negligible expansion of the existing use. The improvements described above are considered minor alterations to existing streets or similar facilities. The Project is exempt per Section 15301.

The proposed Project is also exempt under the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA (Section 15061(b)(3)). There is no possibility that the activity in question will have a significant effect on the environment because the proposed project is occurring in an area that is already heavily disturbed and is not environmentally sensitive. The Notice of Exemption for the Project was recorded with the County of Riverside on September 7, 2022.

STRATEGIC PLAN OBJECTIVE
Safe and Attractive Community

FISCAL IMPACT
The construction contract for the Project is $1,690,663.00. The available existing funding for this Project is $1,635,098.29 as summarized in Table 2 below. Funding to support the remaining construction cost in the amount of $80,000.00 has been identified from available fund balance in the Gas Tax Fund 200 as summarized in Table 3 below.

Table 2- Existing Project Funding
Fund Project Account
Number
Available
Budget
Anticipated Cost
Quality of Life Menifee Road 105-4555-58122 $135,098.29 $135,098.29 RMRA (SB1) Menifee Road 201-4555-58122 $1,500,000.00 $1,500,000.00 Unfunded Menifee Road $80,000.00
Total $1,635,098.29 $1,715,098.29
Table 3- Identified Project Funding
Account NumberFund Project
From To
Available
Budget
Amount
Requested
200 Gas Tax Fund Balance 200-4555-58122 $80,000 $80,000 Total $80,000

ATTACHMENTS

1. Agreement

2. Project Location Map
Item Title: 10.13
Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project
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November 16, 2022

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3. BAR – Fund 105

4. BAR – Fund 200

5. BAR – Fund 201
Item Title: 10.13
Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project
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290/031858-0008
7645681.2 a03/02/22 Page 1

CITY OF MENIFEE BID AND CONTRACT DOCUMENTS

OWNER-CONTRACTOR AGREEMENT
CIP 22-06 MENIFEE ROAD RESURFACING PROJECT
This Owner-Contractor Agreement (“Agreement”) is made and entered into for the above referenced Project by and between the City of Menifee (“Agency”), and HILLCREST CONTRACTING, INC. (“Contractor”), whose principal business address is 1467 CIRCLE CITY DRIVE, Corona, CA 92879 on the ________ day of ______________, 20_______.

In consideration of the mutual covenants and agreements set forth herein, the Agency and Contractor have mutually agreed as follows:

1. CONSTRUCTION
The Contractor agrees to do all the Work and furnish all the labor, services, materials and equipment necessary to construct and complete the Project in accordance with the Contract Documents (as hereinafter defined), including all work, labor, services, materials and equipment described and reasonably inferable from documents enumerated in Exhibit “A” attached hereto and incorporated herein by reference (such construction and furnishing of labor, service, materials and equipment hereinafter referred to as the “Work”) in a good worker-like and substantial manner and to the satisfaction of the Agency, in connection with the CIP 22-06 MENIFEE ROAD RESURFACING PROJECT to be constructed at the MENIFEE ROAD in the City of Menifee, California. The term Contract Documents shall mean this Agreement, and all of the items enumerated in Exhibit “A” and all change orders or addenda issued by the Agency with respect thereto. Agency must consent in writing to any changes in the scope of Work. Exhibit “A” shall be deemed revised in accordance with any revisions for which Agency’s consent has been issued.

Any revisions to the scope of Work for which Agency’s consent has not been issued shall be null and void.

2. CONTRACT PRICE
Agency hereby agrees to pay and the Contractor agrees to accept as full compensation for all Work performed in accordance with these Contract Documents the Contract Price as set forth in Exhibit “B”, Contract Price, attached hereto and incorporated herein by reference. Payments to the Contractor shall be made in the manner described in the Special Provisions.

3. TIME FOR PERFORMANCE
Time is of the essence in the performance of Work for this Agreement and all timing requirements shall be strictly adhered to unless otherwise modified by the Agency in accordance with these Bid and Contract Documents.

The Contractor shall complete the Work in every detail to the satisfaction of the Agency, exclusive of maintenance periods, within the specified duration set forth in the Notice to Proceed.

Item Title: 10.13
Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project
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4. DELAYS AND EXTENSIONS OF TIME
See Section 6-6 of the Special Provisions.

5. COVID-19 SAFETY
If Contractor or subcontractor(s) enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all State, County, and local emergency orders, directives, protocols, and best practices related to the COVID-19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

6. LABOR CODE REQUIREMENTS
Pursuant to Labor Code Section 1771.1, the Contractor and all subcontractors shall be registered with the Department of Industrial Relations. Pursuant to Labor Code Section 1771.4, the Contractor is hereby notified that this Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. [EFFECTIVE APRIL 1, 2015.]

7. NON-DISCRIMINATION
In the performance of this Agreement, the Contractor shall not refuse or fail to hire or employ any qualified person, or bar or discharge from employment any person, or discriminate against any person, with respect to such person’s compensation, terms, conditions or privileges of employment because of such person’s race, religious status, sex or age.

8. AUTHORIZED AGENCY REPRESENTATIVES
On behalf of the Agency, the City Engineer of the City of Menifee shall be the Agency’s authorized representative in the interpretation and enforcement of all Work performed in connection with this Agreement. The City Engineer may delegate authority in connection with this Agreement to his/her assigned designees.

9. WORKERS’ COMPENSATION INSURANCE
a) By my signature hereunder, as Contractor, I certify that I am aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Agreement.
b) The Contractor shall require each subcontractor to comply with the requirements of Section 3700 of the Labor Code. Before commencing any Work, the Contractor shall cause each subcontractor to execute the following certification:
“I am aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the Item Title: 10.13
Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project
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provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Agreement.”

10. ENTIRE AGREEMENT; CONFLICT
The Contract Documents comprise the entire agreement between the Agency and the Contractor with respect to the Work. In the event of conflict between the terms of this Agreement and the bid of the Contractor, then this Agreement shall control and nothing herein shall be considered as an acceptance of the terms of the bid conflicting herewith.

11. MAINTENANCE OF AGREEMENT DOCUMENTATION
Contractor shall maintain all books, documents, papers, employee time sheets, accounting records and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by Agency and copies thereof shall be furnished to Agency if requested.

12. INDEPENDENT CONTRACTOR
At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee, agent, partner or joint venturer of the Agency. Agency shall have the right to control Contractor insofar as the results of Contractor’s services rendered pursuant to this Agreement; however, Agency shall not have the right to control the means by which Contractor accomplishes such services.

13. LICENSES AND PERMITS
Contractor represents and declares to Agency that it has all licenses, permits, qualifications and approvals of whatever nature which are legally required to practice its profession. Contractor represents and warrants to Agency that Contractor shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, qualifications or approvals which are legally required for Contractor to practice its profession.

14. GOVERNING LAW, VENUE
This Agreement and the Contract Documents shall be construed under and in accordance with the laws of the State of California, and the appropriate venue for any action or proceeding arising from this Agreement and/or the Contract Documents shall be had in the Superior Court of Riverside, Temecula Branch

15. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original.

16. FALSE CLAIMS
Contractor acknowledges that if a false claim is submitted to the Agency, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties Item Title: 10.13
Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project
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where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the Agency seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years.

I have read and understood all of the provisions of this Section 15, above:
(Initial) (Initial)

17. AGREEMENT MODIFICATION
This Agreement and the Contract Documents may not be modified orally or in any manner other than by an amendment in writing and signed by the Agency and the Contractor.

IN WITNESS WHEREOF this Agreement is executed as of the date first written above.

AGENCY:

City of Menifee
By:

Armando G. Villa, City Manager
CONTRACTOR:

HILLCREST CONTRACTING, INC
By:

Name: Justin Parsons, President______
Its:

APPROVED AS TO FORM:

By:

Jeffrey T. Melching, City Attorney
By:

Name: James Wong, VP/Secretary
Its:

ATTEST:

By:

Kay Vinson, Acting City Clerk
036370
Contractor’s City Business License No.
471664, Class A
State Contractor License No. & Class
1467 CIRCLE CITY DRIVE
Street Address
Corona, CA 92879
City, State, Zip Code
Item Title: 10.13
Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project
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[NOTE: In the event the Contractor is a Corporation, the signatures of two separate persons holding different offices must be provided.]
Item Title: 10.13
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EXHIBIT A

CONTRACT DOCUMENTS
Owner-Contractor Agreement
Bid Schedule
Addenda
Plans
Special Provisions (Specifications)
Standard Specifications for Public Works Construction and Regional Supplements State Standard Specifications
State Standard Plans
Permits issued by jurisdictional regulatory agencies
Electric, gas, telephone, and cable television company specifications and standards Item Title: 10.13
Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project
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EXHIBIT B

CONTRACT PRICE
One Million Six Hundred Ninety Thousand Six Hundred Sixty Three Dollars and Zero Cents ($1,690,663.00)
The Contract Price for performing all Work described in the Contract Documents, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, as determined by the Agency.

Item Title: 10.13
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Item Title: 10.13
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Item Title: 10.13
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Item Title: 10.13
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Item Title: 10.13
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Item Title: 10.13
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Item Title: 10.13
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Item Title: 10.13
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Item Title: 10.13
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RESOLUTION NO. 22-____

AMENDMENTS TO ADOPTED BUDGET:

Quality of Life Fund 105 Adopted FY 2022/23 Revenue Budget: $18,126,000

1. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
TOTAL:

Amended Quality of Life Fund 105 FY 2022/23 Revenue Budget: $18,126,000 Quality of Life Fund 105 Adopted FY 2022/23 Expenditure Budget: $18,126,000

2. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
October 19, 2022
CIP 13-03: Holland Road/I-215
Overcrossing (FY21/22 Budget Carry-
Over/Assigned Reserves)
105-4555-58021 $4,327,028.25
October 19, 2022
CIP 22-21: Lazy Creek Community
Pedestrian Project (FY21/22 Budget
Carry-Over Re-Programmed)
105-4555-58138 106,103.97
November 16, 2022 CIP 22-06: Murrieta Road Resurfacing
Project (FY21/22 Budget Carry-Over) 105-4555-58122 135,098.29 TOTAL: $4,568,230.51
Amended Quality of Life Fund 105 FY 2022/23 Expenditure Budget: $22,694,230.51

3. Record Transfer of Funds:

FROM ACCOUNT # TO ACCOUNT # AMOUNT
TOTAL:

Item Title: 10.13
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Amending the Fiscal Year 2022/23 Quality of Life (Measure DD) FY21/22 Carry-Over- CIP 22-06: Menifee Road Resurfacing Project 2 4
3 9
7 5

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY RESOLVE AS FOLLOWS:

The annual budget for the Quality of Life (Measure DD) Fund for the City of Menifee for fiscal year 2022/23 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

Revenues:

Amended Quality of Life Fund 105 FY 2022/23 Budget: $18,126,000

Expenditures:

CIP 22-06: Murrieta Road Resurfacing Project (FY21/22
Budget Carry-Over) $135,098.29
Amended Quality of Life Fund 105 FY 2022/23 Budget: $22,694,230.51 PASSED, APPROVED AND ADOPTED this 16th day of November 2022. _____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ ____________________________ Kay Vinson, Acting City Clerk Jeffrey T. Melching, City Attorney Item Title: 10.13
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RESOLUTION NO. 22-____

AMENDMENTS TO ADOPTED BUDGET:

Gas Tax Fund 200 Adopted FY 2022/23 Revenue Budget: $2,901,537

1. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
TOTAL:

Amended Gas Tax Fund 200 FY 2022/23 Revenue Budget: $2,901,537 Gas Tax Fund 200 Adopted FY 2022/23 Expenditure Budget: $2,986,125

2. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
November 16, 2022 CIP 22-06: Murrieta Road Resurfacing
Project 200-4555-58122 $80,000
TOTAL: $80,000
Gas Tax Fund 200 FY 2022/23 Expenditure Budget: $3,066,125

3. Record Transfer of Funds:

FROM ACCOUNT # TO ACCOUNT # AMOUNT
TOTAL:

Item Title: 10.13
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Amending the Fiscal Year 2022/23 Gas Tax Fund 200
FY21/22 Carry-Over- CIP 22-06: Menifee Road Resurfacing Project 2 4
3 9
7 5

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY RESOLVE AS FOLLOWS:

The annual budget for the Gas Tax Fund for the City of Menifee for fiscal year 2022/23 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

Revenues:

Amended Gas Tax Fund 200 FY 2022/23 Budget: $2,901,537

Expenditures:

CIP 22-06: Murrieta Road Resurfacing Project $80,000
Amended Gas Tax Fund 200 FY 2022/23 Budget: $3,066,125
PASSED, APPROVED AND ADOPTED this 16th day of November 2022. _____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ ____________________________ Kay Vinson, Acting City Clerk Jeffrey T. Melching, City Attorney Item Title: 10.13
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RESOLUTION NO. 22-____

AMENDMENTS TO ADOPTED BUDGET:

SB1 Fund 201 Adopted FY 2022/23 Revenue Budget: $2,273,309

1. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
TOTAL:

Amended SB1 Fund 201 FY 2022/23 Revenue Budget: $2,273,309 SB1 Fund 201 Adopted FY 2022/23 Expenditure Budget: $2,915,000

2. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
November 16, 2022 CIP 22-06: Murrieta Road Resurfacing
Project (FY21/22 Budget Carry-Over) 201-4555-58122 1,500,000 TOTAL: $1,500,000
SB1 Fund 201 FY 2022/23 Expenditure Budget: $4,415,000

3. Record Transfer of Funds:

FROM ACCOUNT # TO ACCOUNT # AMOUNT
TOTAL:

Item Title: 10.13
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Amending the Fiscal Year 2022/23 SB1 Fund 201
FY21/22 Carry-Over- CIP 22-06: Menifee Road Resurfacing Project 2 4
3 9
7 5

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY RESOLVE AS FOLLOWS:

The annual budget for the SB1 Fund for the City of Menifee for fiscal year 2022/23 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

Revenues:

Amended SB1 Fund 201 FY 2022/23 Budget: $2,273,309

Expenditures:

CIP 22-06: Murrieta Road Resurfacing Project (FY21/22
Budget Carry-Over) $1,500,000
Amended SB1 Fund 201 FY 2022/23 Budget: $4,415,000
PASSED, APPROVED AND ADOPTED this 16th day of November 2022. _____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ ____________________________ Kay Vinson, Acting City Clerk Jeffrey T. Melching, City Attorney Item Title: 10.13
Bid Award and Agreement with Hillcrest Contracting Inc. for Construction Services for Menifee Road Resurfacing Project
Menifee

Mayor

and

City

Council

November

16,
2022
Page
277 of 1157

CITY OF MENIFEE
SUBJECT: Bid Award and Agreement with Carter Enterprises Group, Inc., dba Pavement Rehab Company, for Crack Sealing
Services for Fiscal Year 2022/2023 Slurry Seal Program
Project
MEETING DATE: November 16, 2022
TO: Mayor and City Council
PREPARED BY: Kevin Bohne, Associate Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
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RECOMMENDED ACTION

1. Award bid and authorize the City Manager to execute an Owner-contractor Agreement with Carter Enterprises Group, Inc., doing business as Pavement Rehab Company, to perform crack seal services for the Fiscal Year 2022/2023 Slurry Seal Program Project, Pavement Management Program (PMP) No. PMP 23-01, in the amount of $77,390.

DISCUSSION
The Fiscal Year (FY) 2022/2023 Slurry Seal Program Project (“Project”) consists of resurfacing existing roads by slurry seal and performing restriping where appropriate. The work would be performed in various areas of Casa Blanca Community, Willows neighborhood, Brigata community, Lake Ridge community, and the southeast community (south of Wickerd Road) as depicted in the Project Location Map. The Project would be completed in two parts, beginning with a crack seal of the entire project area, followed by slurry seal resurfacing within all neighborhoods. Services for slurry seal are anticipated to be brought to the City Council for award in early spring of 2023 and would be performed under a separate contract. The Project would ultimately resurface approximately 8.5 centerline miles of roadway collectively between the neighborhoods.

Staff administered a competitive bid process and the Project was legally advertised in accordance with the California Public Contract Code. An electronic bid opening was held on October 17, 2022, and a total of four bids were received as summarized in Table 1 on the following page.

Item Title: 10.14
Bid

Award

and

Agreement

with

Carter

Enterprises

Group,

Inc.,

dba

Pavement

Rehab

Company,

for

Crack

Sealing
Services for Fiscal Year 2022/2023 Slurry Seal Program Project Item Page Number: 1
Menifee

Mayor

and

City

Council

November

16,
2022
Page
278 of 1157

City of Menifee Staff Report
PMP 23-01 Award
November 16, 2022

Page 2 of 3 ends

Menifee City CouncilNovember 16, 2022

Menifee City Council
November 16, 2022