include, but are not limited to, environmental assessments, design services, labor compliance, right-of-way acquisition, grant management and materials testing.
California Law, and specifically Government Code Section 4525 et seq provides that professional services agreements are not subject to competitive bidding requirements for public works contracts. These professional services contracts must instead be awarded based on demonstrated competence and on the professional qualifications necessary to perform the services requested. While no formal bidding is required, local agencies must prohibit unlawful activity in connection with the award of a professional services contract. Section 3.12.080 of the City’s Municipal Code contains procedures for the award of Professional Services Agreements (PSAs) in-line with these requirements.
The City has historically established annual On-Call PSAs with dozens of firms to provide the support services outlined above on an as-needed basis. The annual agreements are set up to expire at the end of each fiscal year. Given the sheer number of annual agreements, the internal processes involved with issuing, closing out, and reissuing annual contracts and the corresponding purchase orders (POs) every fiscal year has become a challenging and cumbersome practice requiring excessive staff time in several departments. This process coincides with all other fiscal year end activities and budget finalization which demand heavy staff resources to complete. Additionally, the time required to close and reissue agreements and POs can often impact the timeliness and efficiency with which staff is able to secure needed services for development and capital projects.
In an effort to streamline processes and ensure the highest and best use of available resources, staff is proposing to implement the attached multi-year Master Agreement for Professional OnCall Services (Agreement) to be utilized with pre-qualified professional service firms. The proposed Agreement would serve as a master agreement that would be established for a specific number of years and with a predetermined not-to-exceed amount for the full Agreement term. If approved, staff would work with each qualified firm to enter into individual Agreements with notto-exceed amounts established based on the service needs anticipated over the full three-year agreement term. The proposed Agreement would contain a provision stating that the continuance of the Agreement is contingent on the allocation of funding in the City’s annual budget and would allow for termination without breach if no funding or insufficient funding is allocated for the Agreement each year. The proposed Agreement would also contain provisions to prevent unlawful awards of contracts and POs.
In 2022, the Engineering and CIP divisions administered separate formal Request for Qualification (RFQ) processes to establish approved short-lists of qualified firms in various categories of oncall professional services. In May 2022, the City completed the RFQ for Engineering consultants specifically qualified to provide services for land development engineering and the short list was approved by the City Council on August 17, 2022. Similarly, in June 2022, an RFQ was completed to establish a short list of CIP consultants to provide services regularly required for capital project implementation. The CIP On-Call professional services Short List was approved by the City Council on September 21, 2022. The Short Lists are included as attachments to this Staff Report and are valid through the end of Fiscal Year (FY) 2025/2026.
Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 2
Menifee Mayor and City Council June 21, 2023 Page 452 of 2227 City of Menifee Staff Report
FY 2023-2026 Engineering & CIP On-Call Short Lists and Master Agreement Template June 21, 2023
If approved, the proposed multi-year Agreement would be used to establish qualified On-Call professional services providers for the Engineering and CIP divisions from the respective established Short Lists. Proposed not-to-exceed amounts for each firm were reviewed and proposed based upon the type of service to be provided, the historical use of these services, and the projected use of services anticipated to be required July 1, 2023, through June 30, 2026. The proposed Agreement is designed for the performance of professional services only and would not be used for any contract requiring formal or informal bidding pursuant to the City’s Municipal Code or state law. A summary of the firms, type of service(s) to be provided, and the three-year not-toexceed amounts are summarized in Table No. 1 and Table No. 2 below.
Table No. 1 - Engineering Proposed On-Call Agreement Services Firm Name Services Term Not-to-exceed
Amount
1 D.R. Bechter Construction Inspection 07/01/23 -
06/30/2026 $ 195,000
2 Dudek Construction Inspection 07/01/23 -
06/30/2026 $ 50,000
3 SCS Engineers Environmental Review 07/01/23 -
06/30/2026 $ 70,000
4 NV5 *
Environmental Review /
General Civil Engineering /
Landscape Design &
Inspection / Hydrological &
Hydraulics Engineering
07/01/23 -
06/30/2026 $ 200,000
5 Pettit General Civil Engineering 07/01/23 -
06/30/2026 $ 300,000
6 CN Engineering General Civil Engineering 07/01/23 -
06/30/2026 $ 45,000
7 CG Resources and
Management
Hydrological Review and
Inspection Services
07/01/23 -
06/30/2026 $ 150,000
8 J. Smith & T. Muli,
Inc
Hydrological Review and
Inspection Services
07/01/23 -
06/30/2026 $ 150,000
9 Gary F. Hoyt
Landscape
Landscape Design and
Inspection Services
07/01/23 -
06/30/2026 $ 230,000
10 Albert A Webb &
Associates
Landscape Design and
Inspection Services
07/01/23 -
06/30/2026 $ 150,000
11 Coast Surveying, Inc. Land Surveying &
Mapping Review
07/01/23 -
06/30/2026 $ 100,000
12 Dennis Janda, Inc. Land Surveying &
Mapping Review
07/01/23 -
06/30/2026 $ 230,000
13 Advantec Consulting Traffic Engineering Review 07/01/23 - 06/30/2026 $ 150,000
Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 3
Menifee Mayor and City Council June 21, 2023 Page 453 of 2227 City of Menifee Staff Report
FY 2023-2026 Engineering & CIP On-Call Short Lists and Master Agreement Template June 21, 2023
14 STC Traffic, Inc Traffic Engineering Review 07/01/23 - 06/30/2026 $ 400,000
15 Parsons
Transportation Group Traffic Engineering Review 07/01/23 - 06/30/2026 $ 150,000 16 General
Technologies and
Solutions (GTS)
Traffic Engineering Review 07/01/23 -
06/30/2026 $ 150,000
* NV5 was approved as a qualified firm in multiple disciplines. A single agreement would be established encompassing multiple service scopes.
Table No. 2 - CIP Proposed On-Call Agreement Services
Firm Name Services Term Full Term Not-toexceed Amount
1 Albert Webb &
Associates
Inspection & Labor
Compliance
07/01/23 -
06/30/2026 $ 450,000
2 Anser Advisory Inspection & Labor
Compliance
07/01/23 -
06/30/2026 $ 450,000
3 Cumming
Construction
Management
Inspection & Labor
Compliance
07/01/23 -
06/30/2026 $ 450,000
4 Dudek Inspection & Labor
Compliance
07/01/23 -
06/30/2026 $ 450,000
5 Dennis Janda Surveying & Mapping 07/01/23 -
06/30/2026 $ 300,000
6 Hunsaker and
Associates Surveying & Mapping 07/01/23 - 06/30/2026 $ 300,000 7 Towil Surveying & Mapping 07/01/23 -
06/30/2026 $ 300,000
8 Earth Systems Materials Testing &
Geotechnical
07/01/23 -
06/30/2026 $ 450,000
9 Leighton Consulting,
Inc.
Materials Testing &
Geotechnical
07/01/23 -
06/30/2026 $ 450,000
10 Ninyo & Moore Materials Testing &
Geotechnical
07/01/23 -
06/30/2026 $ 450,000
11 Aztec Engineering Subsurface Investigation 07/01/23 - 06/30/2026 $ 300,000
12 SiteScan Subsurface
Imaging, Inc. Subsurface Investigation 07/01/23 - 06/30/2026 $ 300,000 13 Dokken Engineering**
Civil Design / Grant Writing
& Administration / Right-ofWay Acquisition
07/01/23 -
06/30/2026 $ 450,000
Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 4
Menifee Mayor and City Council June 21, 2023 Page 454 of 2227 City of Menifee Staff Report
FY 2023-2026 Engineering & CIP On-Call Short Lists and Master Agreement Template June 21, 2023
14 ERSC Civil Design 07/01/23 -
06/30/2026 $ 450,000
15 K&A Engineering, Inc. Civil Design 07/01/23 -
06/30/2026 $ 450,000
16 Kimley-Horn and
Associates, Inc. Civil Design 07/01/23 - 06/30/2026 $ 450,000 17 NV5 Civil Design 07/01/23 -
06/30/2026 $ 450,000
18 RailPros Civil Design 07/01/23 -
06/30/2026 $ 450,000
19 Kimley-Horn and
Associates, Inc.
Grant Writing &
Administration
07/01/23 -
06/30/2026 $ 300,000
20 Parsons Grant Writing &
Administration
07/01/23 -
06/30/2026 $ 300,000
**Dokken Engineering was approved as a qualified firm in multiple disciplines. A single agreement would be established encompassing multiple service scopes.
Being that use of multi-year, On-Call Agreements is a relatively new process for the City, and in the spirit of transparency, staff would provide an annual summary of POs issued against these agreements in January of each year. Any amendments to these Agreements would be brought before City Council for consideration in accordance with the City of Menifee Municipal Code.
STRATEGIC PLAN OBJECTIVE
Thriving Economy
Implementation of multi-year contracts would support objectives in the City’s Strategic Visioning for a Thriving Economy by streamlining internal development related processes and providing more transparency of contract service expenditures for ease of future reporting and contract monitoring.
FISCAL IMPACT
Funding for Engineering’s On-Call PSAs is proposed in the FY 2023/2024 and 2024/2025 Operating Budget, which included these agreement amounts and therefore will not change the proposed budget. In addition, funding would be included in future FY 2025/2026 Operating Budget requests. The budgets required for Engineering On-Call services would be offset by developer fees and deposits collected for each specific project and type of review. Funding for CIP On-Call services would be supported by specific project budgets established through the approved 2023- 2028 Capital Improvement Program document for all fiscal years.
It is important to note that POs would only be issued for services after confirmation of budget availability and for amounts within the not-to-exceed amounts approved through this item by the Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 5
Menifee Mayor and City Council June 21, 2023 Page 455 of 2227 City of Menifee Staff Report
FY 2023-2026 Engineering & CIP On-Call Short Lists and Master Agreement Template June 21, 2023
City Council. The Agreement is contingent on budget allocation in each year of the Agreement term.
ATTACHMENTS
1. Master Agreement for Professional On-Call Services Template
2. Engineering Approved On-Call Short List
3. CIP Approved On-Call Short List
Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 6
Menifee Mayor and City Council June 21, 2023 Page 456 of 2227 2905/031858-0001
19246424.4 a06/14/23
CITY OF MENIFEE
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
THIS MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES (“Agreement”) is made and effective this day of , «Year» (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and «Consultant», a «Entity_Type» (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. GENERAL PROVISIONS.
1.1 Purpose. Government Code Section 4525 et seq provides that agreements for professional services must be awarded based on the demonstrated competence and professional qualifications of consultants, subject to fair and reasonable cost. The City Council approved Resolution No. [INSERT], which authorized the City Manager to execute agreements with approved short lists of public works, engineering, and capital improvement program (CIP) consultants with demonstrated competence and qualifications in their fields to provide on-call professional services (“Services”) for privately funded and City projects which are exempt from bidding requirements for public contracting. The purpose of this Agreement is to designate Consultant as an approved consultant that may receive purchase orders for Services from the City Manager, subject to the terms and conditions herein (each a “Purchase Order”).
1.2 No Guaranteed Work. The Parties acknowledge that this Agreement serves as a master services agreement to establish Consultant as an approved consultant which may perform Services for the City pursuant to Purchase Order(s) issued in the discretion of the City Manager.
This Agreement does not guarantee that Consultant will be issued any work from City, or any particular amount of work, including for any Services. By entering into this Agreement Consultant is obtaining the ability to receive Purchase Orders from the City Manager up to the compensation amount set forth in Section 3.1, and the City is obtaining the ability to issue Purchase Orders without a requirement for subsequent City Council approval.
1.3 Term. This Agreement shall become effective on [INSERT] and shall continue until [INSERT], unless otherwise terminated or extended by the Parties pursuant to the terms of this Agreement.
1.4 Termination. The City may terminate this Agreement at any time with or without cause by providing written notice to Consultant. The City may terminate this Agreement for any reason, including but not limited to the lack of budget allocation for or the revocation or modification of Resolution No. [INSERT].
1.5 Contract Administrator. <<CONTRACT ADMINISTRATOR>> (“Contract Administrator”) is the City’s primary contact representative for the purposes of this Agreement.
Consultant shall contact the Contract Administrator for all communications related to this Agreement. City may change the Contract Administrator upon written notification to Consultant.
Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or designee.
Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 7
Menifee Mayor and City Council June 21, 2023 Page 457 of 2227 2905/031858-0001
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1.6 Consultant Representative. <<CONSULTANT REPRESENTATIVE>> is Consultant’s primary contact representative for the purposes of this Agreement. City shall contact the Consultant Representative for all communications related to this Agreement. Consultant may change the Consultant Representative upon written notification to City. Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement.
1.7 Notices. Any written notice to Consultant shall be sent to:
«Consultant»
Attn: «Consultant_Contact»
«Address»
«City», «State» «Zip_Code»
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: «Staff_Contact», «Staff_Title»
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
SECTION 2. SERVICES.
2.1 Purchase Orders. Consultant agrees to furnish Services pursuant to Purchase Order(s) issued by the City Manager in the form attached hereto as Exhibit “A” which is attached hereto and incorporated herein by this reference. In no event shall compensation for Services exceed the “not to exceed” compensation amount set forth in the Purchase Order.
2.2 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.
2.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services. 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.
Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 8
Menifee Mayor and City Council June 21, 2023 Page 458 of 2227 2905/031858-0001
19246424.4 a06/14/23 -3-
2.4 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.
2.5 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 a Purchase Order.
2.6 Warranty. By executing this Agreement, Consultant warrants that Consultant has thoroughly investigated and considered the Services, has considered how they should be performed, and fully understands the facilities, difficulties, and restrictions applicable to performance of the Services.
2.7 Facilities and Equipment. Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the Services. 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 3. COMPENSATION.
3.1 Not to Exceed Compensation. Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “B” (“Rate Schedule”). The compensation set forth in the Purchase Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed <INSERT TYPED OUT COMPENSATION AMOUNT> <(INSERT IN NUMBERS)>.
3.2 Invoicing. Upon completion of a Purchase Order, or monthly for Purchase Orders involving Services performed over periods of longer than one (1) month, Consultant shall submit invoices to City based on the Services performed and any reimbursable expenses approved by City in writing. Invoices shall comply with the City’s “Invoicing Requirements” attached as Exhibit “C” hereto and incorporated herein by this reference, and shall contain the following information:
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; Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 9
Menifee Mayor and City Council June 21, 2023 Page 459 of 2227 2905/031858-0001
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c. A “Task Summary” containing the original Purchase Order amount, the amount of prior billings, the total due this period, the balance available under the Purchase Order, 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; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.
h. Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586
3.3 Payment. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
3.4 Payment Holds. City may withhold payment of any invoice for Services not satisfactorily performed until such Services are performed to City’s satisfaction at no extra cost to City. City may hold payments reasonably in dispute under this Agreement until resolution of the dispute.
3.5 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.
3.6 Payment Upon Termination. In the event City or Consultant terminates this Agreement, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for preapproved 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. City 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.
SECTION 4. INDEMNIFICATION.
4.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of this Agreement, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 10
Menifee Mayor and City Council June 21, 2023 Page 460 of 2227 2905/031858-0001
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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.
4.2 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.
4.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 4 to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection 4.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.
4.4 Limitation of Indemnification. The provisions of this Section 4 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 4 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.
4.5 Legal Requirements Related to Indemnification. If any applicable law would render any of the requirements of this Section 4 void or unenforceable, the requirements hereunder shall be construed to the greatest scope and applicability permitted by applicable law.
SECTION 5. INSURANCE.
5.1 Insurance Required. As a condition of entering into this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance specified below.
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.
Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 11
Menifee Mayor and City Council June 21, 2023 Page 461 of 2227 2905/031858-0001
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a. 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-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. b. Commercial General and Automobile Liability Insurance. i) 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. ii) 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.
iii) 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.
Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 12
Menifee Mayor and City Council June 21, 2023 Page 462 of 2227 2905/031858-0001
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c. Professional Liability Insurance.
i) 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 TWO MILLION DOLLARS ($2,000,000) 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.
ii) 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.
5.2 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.
5.3 Continuation of Insurance. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.
5.4 Additional Insured. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of 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 Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026
Item Page Number: 13
Menifee Mayor and City Council June 21, 2023 Page 463 of 2227 2905/031858-0001
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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.
5.5 Subcontractors’ Insurance. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract pursuant to this Agreement until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City.
5.6 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.
5.7 Verification of Coverage. Prior to execution of this Agreement, Consultant shall furnish City with 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 name and address for endorsements and other insurance related matters is: City of Menifee, 29844 Haun Road, Menifee, CA 92586.
5.8 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.
5.9 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. The Contractor Administrator may, but is not required to approve in writing the submission of certificates of insurance in lieu of policy copies, in which case the Certificate of Insurance must include the following reference: City of Menifee:
Master Agreement for Professional On Call Services.
5.10 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 Item Title: 10.10
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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; 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 6. 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 and assignment of personnel pursuant to Section 2.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services. The personnel performing the Services 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 is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided Purchase Orders, City shall not pay salaries, wages, or other compensation to Consultant for performing Services. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services. 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 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 under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. 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.
7.2 Prevailing Wages. The Parties have determined that prevailing wage laws do not apply to this Agreement because the Services do not include construction, alteration, demolition, installation, or repair work or are otherwise exempt under California’s prevailing wage laws (Lab.
Code, § 1720 et seq.). Notwithstanding the foregoing, it is agreed by the Parties that, in connection Item Title: 10.10
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with performance of this Agreement, 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 Sections 1726 and 1781, as the same may be amended from time to time, and/or any other similar law. Section 4, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing 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 Labor Code Sections 1726 and 1781, 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 under this Agreement to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
7.3 Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants 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, and perform the Services. Consultant represents, warrants, and covenants 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, and perform the Services. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.
7.4 Conflicts of Interest, Political Reform Act. Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
7.5 Amendments. The Parties may amend this Agreement and/or any Purchase Order only by a writing signed by all the Parties. The City Manager shall have the authority to execute amendments to this Agreement and any Purchase Order which extend the time for performance or modify the Services to be provided. Extensions of the time for performance of Services does not Item Title: 10.10
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entitle Consultant to additional compensation to the compensation initially provided in the applicable Purchase Order.
7.6 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.
7.7 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; and/or d. Charge Consultant the difference between the cost to complete the Services described in the relevant Purchase Order that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 3 if Consultant had completed the Services.
SECTION 8. KEEPING AND STATUS OF RECORDS.
8.1 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.
8.2 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, Item Title: 10.10
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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 nonexclusive 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.
8.3 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 or expenditures and disbursements charged to City for Services under this Agreement, if any 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.
8.4 Inspection and Audit of Records. Any records or documents that Section 8.3 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 9. MISCELLANEOUS PROVISIONS.
9.1 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 Subsection 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.
9.2 Applicable Law, Venue. The laws of the State of California shall govern 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.
9.3 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.
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9.4 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.
9.5 No Implied Waiver of Breach. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
9.6 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.
9.7 Rights and Remedies. 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.
9.8 Integration. This Agreement, including the Exhibits attached hereto, 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. In the event of a conflict between this Agreement and any of the Exhibits, this Agreement shall control.
9.9 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.
9.10 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.
9.11 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.
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9.12 No Third Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.
9.13 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.
9.14 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.
9.15 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 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 any Services performed hereunder.
[Signatures on Following Page]
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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
«City_Signature»
Attest:
, City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
CONSULTANT
«Consultant_Signature_1»
«Consultant_Signature_2»
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
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EXHIBIT A
FORM OF PURCHASE ORDER
This form of Purchase Order is provided for an example only, and none of the fields set forth herein are guaranteed for any particular Services. The fields of each Purchase Order will vary based on the Services required. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed <INSERT TYPED OUT COMPENSATION AMOUNT> <(INSERT IN NUMBERS)>.
EXHIBIT A.
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CITY OF MENIFEE
29844 Haun Road
Menifee, CA 92586
(951) 672-6777
VENDOR: SHIP TO: CITY OF MENIFEE
29844 HAUN ROAD
MENIFEE, CA 92586
FOB Point:
Terms:
Req Del Date:
Contract No:
Special Inst:
Req. No:
Dept:
Contact:
Confirming?
BILL TO: CITY OF MENIFEE:
ATTN: ACCOUNTS PAYABLE (A/P)
29844 HAUN ROAD
MENIFEE, CA 92586
SUBTOTAL
TAX
FREIGHT
TOTAL
Account Number Amount Account Number Amount
VENDOR COPY Authorized Signature
DATE PO NUMBER
Quantity Unit Description Unit Price Ext. Price
THIS PURCHASE ORDER IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH AT WWW.CITYOFMENIFEE.US ON THE FINANCE DEPARTMENT PAGE. ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE. BY ACCEPTING THIS PURCHASE ORDER, SELLER
AGREES IT HAS READ, ACKNOWLEDGED, AND ACCEPTED THE TERMS AND CONDITIONS INCLUDING AGREEING TO (1) MAINTAIN THE REQUIRED INSURANCES SET FORTH IN SECTION 7; AND (2) INDEMNIFY AND HOLD HARMLESS THE CITY, ITS ELECTED AND APPOINTED OFFICIALS,
AGENTS, AND EMPLOYEES, AND VOLUNTEERS, FROM AND AGAINST ANY AND ALL CLAIMS,
LIABILITIES, EXPENSES, DAMAGES, COSTS AND LOSSES, ARISING FROM OR IN ANY WAY
CONNECTED WITH THE PERFORMANCE OF OR FAILURE TO PERFORM THIS PURCHASE ORDER AS SET FORTH IN SECTION 9.
0.00 0.00
0.00 0.00
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19246424.4 a06/14/23 EXHIBIT B.
EXHIBIT B
RATE SCHEDULE
(INSERT RATE SCHEDULE)
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19246424.4 a06/14/23 EXHIBIT C
EXHIBIT C
INVOICING REQUIREMENTS
As a government agency, the City of Menifee is responsible for monitoring all executed contract expenditures to ensure all expenses are within the approved contract budget, as well as monitor all work completed to ensure the scope of work requirements are being met on the approved contract timeline. At any time, project developers may request to view the invoices for their project and ask questions of City staff for items billed. To assist City staff and project developers, several items will be required to be submitted with each invoice in order to clearly and concisely standardize the information presented on all invoices provided by contracted consultants.
If multiple projects are being invoiced through a single billing submission, details of fiscal information for all projects are to be summarized in a table and included as part of the invoice. This table will have all projects listed with project name, project number or tract map number, purchase order number, the amount due on the current invoice for each project, the amount that was previously charged to each project purchase order, and the total amount billed to each project purchase order, as in the example below:
PROJECT NAME CIP or TRACT
NO. IP / IS No. PURCHASE ORDER NO.
PURCHASE
ORDER VALUE
CURRENT
AMOUNT
DUE
PREVIOUS
AMOUNT
BILLED
TOTAL BILLED
TO DATE
Sumac Ridge PM37668 IS22-019 04123 $ 50,000.00 $ 5,700.00 $ 10,000.00 $ 15,700.00 Underwood Park TM29835-2 IS21-032 04043 $ 35,000.00 $ 7,850.00 $ - $ 7,850.00 Talavera TM29777 IP15-084 03999 $ 17,500.00 $ 2,500.00 $ 15,000.00 $ 17,500.00 TOTAL AMOUNT DUE FOR THIS INVOICE: $ 16,050.00
In addition, a full work detail is required to be included in each invoice. This detail will identify the project name/number that was worked on, project purchase order number, the name and title of staff conducting the work, detail of tasks/duties completed, date of work, number of hours, hourly rate, and total amount due for each staff member identified.
These details will be required on all future invoices submitted.
Item Title: 10.10
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Item Page Number: 25
Menifee Mayor and City Council June 21, 2023 Page 475 of 2227 Attachment No. 2
FY2022-23 to 2025-26 Approved On-Call List (Land Development) (Public) General Civil Engineering /
Plan Check Services
Traffic Engineering Review Environmental Review Services Land Surveying & Mapping Review Services
Landscape Design & Inspection
Services
CN Engineering
ERSC
Harris & Associates
NV5
Advantec Consulting
GTS
Parsons
NV5
Parsons
SCS Engineers
Coast Surveying Inc.
Dennis Janda
Albert Webb & Associates
Gary Hoyt Landscape Architecture
NV5
STC Inc.
Pettit
Construction inspection
Services (Land
Hydrological and Hydraulics
Engineering Review &
Inspection Services
Title Services
Development)
DR Bechter
Dudek
ERSC
CG Resource & Management
J. Smith & T. Muli
NV5
NONE AWARDED
Transtech
Item Title: 10.10
Agreements for On-Call Services for the Public Works Engineering and Capital Improvement Program Divisions for Fiscal Years 2023 - 2026 Item Page Number: 26
Menifee Mayor and City Council June 21, 2023 Page 476 of 2227 City of Menifee
Public Works/Engineering Department
CIP Division
Fiscal Year 2022/23 thru 2025/26 On Call List (Professional Engineering Services) Right-of-Way Acquisition Services
Dokken Engineering
Kimley-Horn and Associates, Inc
Parsons
Dokken Engineering
Inspection and Labor Compliance Services
Surveying and Mapping Services
Materials Testing and Geotechnical Services/Core Sample Services Subsurface Investigation Services
Civil Design Services
Towil
Earth Systems
Leighton Consulting, Inc.
Ninyo & Moore
Aztec Engineering
SiteScan Subsurface Imaging, inc.
Albert Webb & Associates
Anser Advisory
Cumming Construction Management
Dudek
Dennis Janda
Hunsaker and Associates
Grant Writing and Grant Administration Services
Dokken Engineering
ERSC
K&A Engineering, Inc.
Kimley-Horn and Associates, Inc.
NV5
RailPros
Attachment No. 3
Item Title: 10.10
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Menifee Mayor and City Council June 212023 Page 477 of 2227
CITY OF MENIFEE
SUBJECT: Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
MEETING DATE: June 21, 2023
TO: Mayor and City Council
PREPARED BY: Christine Booker, Budgets & Grants Analyst REVIEWED BY: Pat Walsh, Police Chief
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ACTION
1. Approve and authorize the City Manager to execute a Professional Services Agreement with Arroyo Background Investigations for Professional Background Investigation Services, in the not-to-exceed amount of $103,950 for Fiscal Year (FY) 2023/2024 and FY 2024/2025.
DISCUSSION
The Menifee Police Department contracted with Arroyo Background Investigators to facilitate the required background inquiries for the Police Department staff. In FY 2023/2024 hiring for the Department will continue to finish staffing any vacancies, and with the approval of four additional bodies at the new year a new Professional Services Agreement (PSA) is required.
Table 1 below describes the contract price breakdown. This PSA would be in affect through June 30, 2025.
Table 1
Fiscal Year Contract Amount Account #
FY 23/24 $47,250 100-4222-52100
FY 24/25 $56,700 100-4222-52100
TOTAL $103,950
STRATEGIC PLAN OBJECTIVE
Regular City Business
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 1
Menifee Mayor and City Council June 21, 2023 Page 478 of 2227 City of Menifee Staff Report
PSA with Arroyo Background Investigation, Inc. for FYs 2023-2025 June 21, 2023
FISCAL IMPACT
The fiscal impact of the PSA is $103,950. Table 1 on the previous page shows the funding breakdown per fiscal year. Funding for the proposed agreement will be funded from available funds within the proposed FY 2023/2024 and FY 2024/2025 Budget, under Account No. 100- 4222-52100 (New Hire Screening/Testing). No additional budget appropriation action(s) is required.
ATTACHMENTS
1. PSA - Arroyo Background Investigation, Inc.
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 2
Menifee Mayor and City Council June 21, 2023 Page 479 of 2227 2671/031858-0001
7630421.2 a05/18/23
CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL BACKGROUND INVESTIGATION SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ______ day of __________, 2023 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and ARROYO BACKGROUND INVESTIGATIONS, a California Sole Proprietorship (“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 begin on July 1, 2023 and shall end on June 30, 2025 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. 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.
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.
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.
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Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
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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.
City hereby agrees to pay Consultant a sum not to exceed FORTY-SEVEN THOUSAND TWO HUNDRED FIFTY DOLLARS AND ZERO CENTS ($47,250.00) for Services between July 1, 2023, through June 30, 2024, and FIFTY-SIX THOUSAND SEVEN HUNDRED DOLLARS AND ZERO CENTS ($56,700.00) for Services between July 1, 2024, through June 30, 2025 (for an aggregate not to exceed compensation amount of ONE HUNDRED THREE THOUSAND NINE HUNDRED FIFTY DOLLARS AND ZERO CENTS ($103,950.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. 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.
2.1 Invoices. 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. 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;
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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.
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 Item Title: 10.11
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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 selfinsurance 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 selfinsurance 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 Item Title: 10.11
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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.
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 Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
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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:
PROFESSIONAL BACKGROUND INVESTIGATION 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 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.
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
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During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or selfinsured 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; 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.
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Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
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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 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 Item Title: 10.11
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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.
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.
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 11
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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.
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.
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 12
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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 nonexclusive 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.
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.
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 13
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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.
10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by ERIC ARROYO (“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, Christine Booker, Budget & Grant Analyst (“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:
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 14
Menifee Mayor and City Council June 21, 2023 Page 491 of 2227 2671/031858-0001
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ARROYO BACKGROUND INVESTIGATIONS
Attn: ERIC ARROYO
19510 VAN BURENT BLVD #F3-195
RIVERSIDE, CA 92508
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Christine Booker, Budget & Grant Analyst
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.
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.
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 15
Menifee Mayor and City Council June 21, 2023 Page 492 of 2227 2671/031858-0001
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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 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: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 16
Menifee Mayor and City Council June 21, 2023 Page 493 of 2227 2671/031858-0001
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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:
Stephanie Roseen, Acting City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
CONSULTANT
Eric Arroyo, Owner
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 17
Menifee Mayor and City Council June 21, 2023 Page 494 of 2227 2671/031858-0001
7630421.2 a05/18/23
EXHIBIT A.
EXHIBIT A
SCOPE OF SERVICES
Services shall include Professional Background Investigation Services in the amount not to exceed
FORTY-SEVEN THOUSAND TWO HUNDRED FIFTY DOLLARS AND ZERO CENTS ($47,250.00) for Services between July 1, 2023, through June 30, 2024, and FIFTY-SIX THOUSAND SEVEN HUNDRED DOLLARS AND ZERO CENTS ($56,700.00) for Services between July 1, 2024, through June 30, 2025 (for an aggregate not to exceed compensation amount of ONE HUNDRED THREE THOUSAND NINE HUNDRED FIFTY DOLLARS AND ZERO CENTS ($103,950.00) as further detailed in the following page(s).
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 18
Menifee Mayor and City Council June 21, 2023 Page 495 of 2227 2671/031858-0001
7630421.2 a05/18/23 EXHIBIT A.
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 19
Menifee Mayor and City Council June 21, 2023 Page 496 of 2227 2671/031858-0001
7630421.2 a05/18/23 EXHIBIT A.
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 20
Menifee Mayor and City Council June 21, 2023 Page 497 of 2227 2671/031858-0001
7630421.2 a05/18/23 EXHIBIT A.
Item Title: 10.11
Agreement with Arroyo Background Investigation for Professional Background Investigation Services for Fiscal Years 2023/2024 and 2024/2025
Item Page Number: 21
Menifee Mayor and City Council June 21, 2023 Page 498 of 2227
CITY OF MENIFEE
SUBJECT: Agreement with Canon Financial Services Inc., for Copier Lease and Maintenance
MEETING DATE: June 21, 2023
TO: Mayor and City Council
PREPARED BY: Michelle Sarkissian, Information Technology Manager REVIEWED BY: Ron Puccinelli, Chief Information Officer
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ACTION
1. Approve a five-year Purchase Order agreement with Canon Financial Services in the amount of $268,277, or $53,655.48 per year including tax and delivery for managed print services and leased Canon copiers, printers, scanners; and
2. Authorize up to $5,000 additional per year to cover annual staff growth or facility expansions for a total amount of $293,277 for the five-year term; and
3. Authorize the purchase to be made under the Cooperative Purchasing Agreement as permitted under the Menifee Municipal Code Section 3.12.070(6) through the NASPO ValuePoint 3091 Contract (No. 7-15-70-23); and
4. Authorize the City Manager to execute the Purchase Order agreement and any required documents to approve any future change orders due to limited availability, or unavailability of the equipment.
DISCUSSION
The City’s current fleet of copiers, printers, scanners, and plotters has been in place for approximately six years, including to lease extensions to enable to City to realize the full useful life of the equipment essentially idled during the COVID-19 pandemic. The current equipment has reached it’s useful life span in terms of number of pages produced. Concurrently, the City has grown over the six years adding additional staff and facilities. Consequently, the current copiers, printers, scanners, and plotters are in need of replacement in order to avoid service interruptions and escalating maintenance and repair costs.
Item Title: 10.12
Agreement with Canon Financial Services Inc., for Copier Lease and Maintenance Item Page Number: 1
Menifee Mayor and City Council June 21, 2023 Page 499 of 2227 City of Menifee Staff Report
Purchase Order Agreement with Canon Financial Services/IDS June 21, 2023
On December 22, 2022, the City of Menifee issued a Request for Proposal (RFP) No. 2023-11 related to a Copier Lease & Maintenance. Proposal responses were due on February 13, 2023.
A total of eight proposal responses were received to the solicitation. An evaluation committee of key City staff members familiarized and experienced in the requirements of the RFP, evaluated the submittals based on specific criteria and scoring parameters stated in the solicitation.
Subsequently, demonstrations and individual interviews were held with all four finalists:
1. AIS
2. Innovative Document Solutions (IDS)
3. Sharp Electronics Corporation
4. South Coast Copy Systems
An evaluation panel of five individuals representing the Information Technology, Building & Safety, City Clerk, Finance, and the Police Department participated in the interviews. The finalists were evaluated on the following components:
1. Part I: Demonstration (25 minutes), representing 50% of the overall interview score.
2. Part II: Questions & Answers (Q&A), representing 50% of the overall interview score.
Following the completed interviews, the Purchasing Division has compiled all interview individual scoring and has provided a summary of the highest overall scoring consultant.
Interview Evaluation Results
Based on the compiled Interview evaluations:
• IDS with an average score of 91 points.
• IDS based on the individual rankings (1 thru 4) receiving a 1st place ranking by all five of the evaluators.
IDS has provided the City with a National Association of State Procurement Officials (NASPO) (governmental pricing) Contract No. 7-15-70-23 proposal. Under the City of Menifee Municipal Ordinance, 3.12.070(6), the city may procure supplies and equipment if they are procured through a cooperative purchasing program with federal, state, county or other public agencies. By using a NASPO Contract, the City will achieve cost savings in efforts to secure Canon equipment for the next five years and benefit from the governmental pricing offered through the established NASPO Contract. The five-year term will cover July 1, 2023, thru June 30, 2028. The Purchase Order Agreement is with Canon Financial Services, and IDS as an authorized service provider/distributor for Canon will provide equipment support service for the equipment through the term of service. IDS will be paid directly by Canon for their services, and the City will enter into a Purchase Order Agreement with Canon.
The agreement with Canon Financial Services is for copies, equipment service and equipment, including 18 copiers, 40 printers, 21 scanners, and 1 plotter. The maintenance agreement includes all toners, drums, parts, repairs, delivery, relocations, set-up, networking, training, and consumables except paper and staples.
Item Title: 10.12
Agreement with Canon Financial Services Inc., for Copier Lease and Maintenance Item Page Number: 2
Menifee Mayor and City Council June 21, 2023 Page 500 of 2227 City of Menifee Staff Report
Purchase Order Agreement with Canon Financial Services/IDS June 21, 2023
STRATEGIC PLAN OBJECTIVE
Regular City Business
FISCAL IMPACT
The fiscal impact for the lease of the devices is expected to be approximately $4,111.54 per month plus tax of $359.75 per month, totaling $4,471.29 per month or $53,655.48 per year.
If authorized to secure an additional $5,000.00 each year for potential staffing or facility expansion increases, the total fiscal impact is expected to be approximately $58,655.48 per year.
This is a decrease in monthly lease cost compared to the current lease due to the lease term moving from 36-months to 60-months. In addition, costs associated with actual printing will be based on use at a flat rate of $0.0074 for black and white pages and $0.05 for color pages. (In the current Fiscal Year 2022/2023, printing charges added an additional approximate $35,000 above the leases for the devices.)
Funds for the contract and additional printing costs are available in Account Number No. 100- 4221-52502 and 100-4911-52502 Leased Equipment in the Non-Departmental Budget of the General Fund in FY 2023/2024 and FY 2024/2025 Proposed Budgets, and will be included as a part of the annual budget process for subsequent years.
YEAR FISCAL
YEAR
FUND Account Cost Breakdown Annual
Cost*
Annual Cost
w/Tax**
1 2023/2024 General – NonDepartmental$15,889.93 100-4911-52502 $38,448.55 100-4221-52502
$54,338.48 $58,655.48
2 2024/2025 General – NonDepartmental$15,889.93 100-4911-52502 $38,448.55 100-4221-52502
$54,338.48 $58,655.48
3 2025/2026 General – NonDepartmental$15,889.93 100-4911-52502 $38,448.55 100-4221-52502
$54,338.48 $58,655.48
4 2026/2027 General – NonDepartmental$15,889.93 100-4911-52502 $38,448.55 100-4221-52502
$54,338.48 $58,655.48
5 2027/2028 General – NonDepartmental$15,889.93 100-4911-52502 $38,448.55 100-4221-52502
$54,338.48 $58,655.48
TOTAL $293,277.40
*Includes additional annual $5,000 for employee growth and facility expansion. **Tax is approximately $359.75 per month or $4,317 per year.
No additional budget appropriation action is required.
ATTACHMENTS
1. Purchase Order Agreement with Canon Financial Services
2. City of Menifee Canon PO
3. Canon Financial Services Proposal
Item Title: 10.12
Agreement with Canon Financial Services Inc., for Copier Lease and Maintenance Item Page Number: 3
Menifee Mayor and City Council June 21, 2023 Page 501 of 2227 PURCHASE ORDER/CONTRACT NUMBER: ___________________
PH:(951)672-6777
PH: (951)672-6777
Canon Financial Services
14904 Collection Center Drive
Chicago, IL 60693
QTY TOTAL
32 525.76
7 191.94
6 97.86
1 46.89
18 1699.02
18 576.54
18 64.98
9 85.68
6 145.50
18 320.40
18 180.72
4 4997C001AA Cassette Feeding Unit-AV1 $4.50 18.00
B/W @.0074 Color @ .05
4111.54
359.75
Included
4,471.29
Super G3 Fax BD-AX1
Date
0126C001AA
Paperdeck Unit F1 - LTR
END USER (DELIVERY) LOCATION:
CONTACT: Michelle Sarkissian
ADDRESS: Same
$24.25
$17.80
$10.04
HCC Feed U-C1 LTR
2/3 Hole Punch Unit A
0562C007AB $46.89
SUBTOTAL THIS PAGE
SALES TAX
SHIPPING AND HANDLING
TOTAL (pages 1 thru 4)
REMARKS/SPECIAL INSTRUCTIONS: NASPO ValuePoint 140595 CA 7-19-70-46-01; 60 month FMV VENDOR:
Canon Financial Services
c/o Innovative Document Soluitons (T36E)
158 Gaither Drive, Suite 200
Mt. Laurel, NJ 08054
Zero Base Service Plan Contract Pricing
$9.52
AUTHORIZED SIGNATURE
REMIT TO:
CUSTOMER BILL TO: City of Menifee
ADDRESS: 29844 Haun Rd
Menifee, Ca. 92586
5547C002AA Staple Finisher AB2 $32.03
5546C002AA Buffer Pass Unit - P2 $3.61
3998C001AA
0607C002AA
4031C002BA
3825C002AA
Canon LBP 352DN
$94.39
4930C001AB Canon ImageClass MFP 1538C $27.42
2405C002AE Canon DRM260 Scanner $16.31
Canon IR-ADV C5860
item # DESCRIPTION UNIT PRICE ( or MONTHLY PMT)
4929C001AA Canon ImageClass LBP 1538C $16.43
Item Title: 10.12
Agreement with Canon Financial Services Inc., for Copier Lease and Maintenance Item Page Number: 4
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Agreement with Canon Financial Services Inc., for Copier Lease and Maintenance Item Page Number: 17
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Agreement with Canon Financial Services Inc., for Copier Lease and Maintenance Item Page Number: 18
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Agreement with Canon Financial Services Inc., for Copier Lease and Maintenance Item Page Number: 19
Menifee Mayor and City Council June 21, 2023 Page 517 of 2227
CITY OF MENIFEE
SUBJECT: Agreement Amendment with DeGuire Weed Abatement for On-Call Weed Abatement Services
MEETING DATE: June 21, 2023
TO: Mayor and City Council
PREPARED BY: Christine Booker, Budgets & Grants Analyst REVIEWED BY: Pat Walsh, Police Chief
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ACTION
1. Approve and authorize the City Manager to execute Amendment No. 1 to the existing Professional Services Agreement with DeGuire Weed Abatement for Citywide on-call weed abatement services, increasing the contract amount by $27,500 for a revised total contract amount not-to-exceed $52,500, and extending the term of the contract through June 30, 2024.
DISCUSSION
The Menifee Code Enforcement Department oversees and works with homeowners and businesses on all weed abatement needs including discing, mowing and debris removal. The staff in the Code Enforcement unit work cases and initiate service calls directly with DeGuire.
For Fiscal Year (FY) 2023/2024, Code Enforcement staff will continue to open new cases as needed and the ongoing contract with Deguire Weed Abatement is necessary to perform those services on an on-call basis. The Amendment to this contract will extend the contract timeline through June 30, 2024, and increase the value in a not-to-exceed amount of $27,500.
STRATEGIC PLAN OBJECTIVE
Regular City Business
FISCAL IMPACT
The fiscal impact of Amendment No. 1 to the existing Professional Services Agreement with DeGuire Weed Abatement is $27,500. Funding for this Amendment is budgeted in the proposed FY 2023/2024 Budget, within Account No. 100-4332-51462 (General Nuisance Abatement). No additional budget appropriation action is required.
Item Title: 10.13
Agreement Amendment with DeGuire Weed Abatement for On-Call Weed Abatement Services Item Page Number: 1
Menifee Mayor and City Council June 21, 2023 Page 518 of 2227 City of Menifee Staff Report
PSA Amendment No. 1 with DeGuire Weed Abatement
June 21, 2023
ATTACHMENTS
1. Amendment No. 1
2. Original PSA
Item Title: 10.13
Agreement Amendment with DeGuire Weed Abatement for On-Call Weed Abatement Services Item Page Number: 2
Menifee Mayor and City Council June 21, 2023 Page 519 of 2227 AMENDMENT NO. 1 TO
CONTRACTOR AGREEMENT
CITY WIDE ON-CALL WEED ABATEMENT SERVICES
AMENDMENT NO. 1 TO
CONTRACTOR AGREEMENT
CITY WIDE ON-CALL WEED ABATEMENT SERVICES
This is Amendment No. 1 (“Amendment No. 1”) to that certain Contractor Agreement (“Agreement”) made on November 17, 2022 between the City of Menifee (“City”) and DEGUIRE WEED ABATEMENT (“Contractor”) for CITY WIDE ON-CALL WEED ABATEMENT SERVICES which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term of services and increase the compensation amount as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2022 and shall end on June 30, 2024 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. SECTION 2, “Compensation” is amended to read as follows, increasing the contract amount by: TWENTY SEVEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($27,500.00)
SECTION 2. COMPENSATION.
City hereby agrees to pay Contractor a sum not to exceed FIFTY TWO THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($52,500.00) notwithstanding any contrary indications that may be contained in Contractor's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor 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 Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Contractor shall not bill City for duplicate services performed by more than one person.
4. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:
Item Title: 10.13
Agreement Amendment with DeGuire Weed Abatement for On-Call Weed Abatement Services Item Page Number: 3
Menifee Mayor and City Council June 21, 2023 Page 520 of 2227 AMENDMENT NO. 1 TO
CONTRACTOR AGREEMENT
CITY WIDE ON-CALL WEED ABATEMENT SERVICES
EXHIBIT A
SCOPE OF SERVICES
Contractor shall provide City Wide As Needed Abatement Services in the amount not to exceed FIFTY TWO THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($52,500.00) as further detailed in the following page(s).
5. All other terms and conditions of the Agreement remain in full force and effect.
6. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
CITY OF MENIFEE DEGUIRE WEED ABATEMENT
_______________________________ _______________________________ Armando G. Villa, City Manager James DeGuire, Chief Executive Officer Attest: ________________________________
Matthew Swoboda, Chief Financial Officer
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.13
Agreement Amendment with DeGuire Weed Abatement for On-Call Weed Abatement Services Item Page Number: 4
Menifee Mayor and City Council June 21, 2023 Page 521 of 2227 2859/031858-0001
12775493.1 a03/08/22
CITY OF MENIFEE
CONTRACTOR AGREEMENT
CITY WIDE AS NEEDED WEED ABATEMENT SERVICES
THIS CONTRACTOR 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 DEGUIRE WEED ABATEMENT, a California Corporation (“Contractor”). City and Contractor 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, Contractor 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”). Contractor 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 begin on July 1, 2022 and shall end on June 30, 2023 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Contractor 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. Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the Services contemplated herein and, in light of such status and experience, Contractor 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 Contractor is engaged in the geographical area in which Contractor practices its profession and to the sole satisfaction of the Contract Administrator.
1.3 Assignment of Personnel. Contractor 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, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time. Contractor shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Contractor’s obligations hereunder.
1.5 Authorization to Perform Services. Contractor 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.
DocuSign Envelope ID: 0F822F92-F5CB-4F95-ACA3-1FEFEFA51CC2 DocuSign Envelope ID: ED09B2E2-DB87-40D2-8030-82D572D99FAD 17th November
Item Title: 10.13
Agreement Amendment with DeGuire Weed Abatement for On-Call Weed Abatement Services Item Page Number: 5
Menifee Mayor and City Council June 21, 2023 Page 522 of 2227 2859/031858-0001
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1.6 Covid-19 Safety. If Contractor 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.
City hereby agrees to pay Contractor a sum not to exceed TWENTY FIVE THOUSAND DOLLARS AND ZERO CENTS DOLLARS ($25,000.00) notwithstanding any contrary indications that may be contained in Contractor’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail.
City shall pay Contractor 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 Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Contractor shall not bill City for duplicate services performed by more than one person.
2.1 Invoices. Contractor 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. 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 Contractor and each employee, agent, and subcontractor of Contractor performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Contractor Representative’s signature
Invoices shall be submitted to:
DocuSign Envelope ID: 0F822F92-F5CB-4F95-ACA3-1FEFEFA51CC2 DocuSign Envelope ID: ED09B2E2-DB87-40D2-8030-82D572D99FAD Item Title: 10.13
Agreement Amendment with DeGuire Weed Abatement for On-Call Weed Abatement Services Item Page Number: 6
Menifee Mayor and City Council June 21, 2023 Page 523 of 2227 2859/031858-0001
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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 Contractor.
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 Contractor 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 Contractor 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.
2.5 Hourly Fees. Fees for the Services performed by Contractor 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. Contractor 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 Contractor terminates this Agreement pursuant to Section 8, City shall compensate Contractor 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. Contractor 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, Contractor shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. 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.
DocuSign Envelope ID: 0F822F92-F5CB-4F95-ACA3-1FEFEFA51CC2 DocuSign Envelope ID: ED09B2E2-DB87-40D2-8030-82D572D99FAD Item Title: 10.13
Agreement Amendment with DeGuire Weed Abatement for On-Call Weed Abatement Services Item Page Number: 7
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Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement.
The cost of such insurance shall be included in Contractor’s compensation. Contractor shall not allow any subcontractor, consultant, or other agent to commence work on any subcontract until Contractor 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. Contractor acknowledges the insurance policy must cover inter-insured suits between City and other Insureds.
4.1 Workers’ Compensation. Contractor 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 Contractor 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, Contractor may rely on a selfinsurance 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 Contractor, if a program of selfinsurance 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. Commercial General Liability. Contractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than TWO MILLION DOLLARS ($2,000,000.00) per occurrence. If 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.
b. Automobile Liability. Contractor, at its own cost and expense, shall maintain automobile liability insurance for the term of this Agreement covering any auto (Code 1), or if Contractor has no owned autos, hired (Code 8), and non-owned autos (Code 9), with limit no 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 an Automobile Liability Insurance form or other form DocuSign Envelope ID: 0F822F92-F5CB-4F95-ACA3-1FEFEFA51CC2 DocuSign Envelope ID: ED09B2E2-DB87-40D2-8030-82D572D99FAD Item Title: 10.13
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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. c. 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. d. 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 Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
4.3 DOES NOT APPLY TO CE 21-01: CITY WIDE ON-CALL WEED
ABATEMENT SERVICES (CODE ENFORCEMENT)
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, Contractor 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 CITY WIDE AS NEEDED WEED ABATEMENT 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 Contractor.. c. Notice of Reduction in or Cancellation of Coverage. Contractor 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 the following: liability arising out of the Services performed by or on behalf of Contractor, DocuSign Envelope ID: 0F822F92-F5CB-4F95-ACA3-1FEFEFA51CC2 DocuSign Envelope ID: ED09B2E2-DB87-40D2-8030-82D572D99FAD Item Title: 10.13
Agreement Amendment with DeGuire Weed Abatement for On-Call Weed Abatement Services Item Page Number: 9
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including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor 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. Contractor 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, Contractor may increase such deductibles or selfinsured 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 Contractor 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. Contractor 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 Contractor 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 Contractor’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; b. Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or DocuSign Envelope ID: 0F822F92-F5CB-4F95-ACA3-1FEFEFA51CC2 DocuSign Envelope ID: ED09B2E2-DB87-40D2-8030-82D572D99FAD Item Title: 10.13
Agreement Amendment with DeGuire Weed Abatement for On-Call Weed Abatement Services Item Page Number: 10
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c. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
To the fullest extent permitted by law, Contractor 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 Contractor fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment, 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 Contractor or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor.
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 CONTRACTOR.
6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. City shall have the right to control Contractor 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 Contractor accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor 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. Contractor 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 Contractor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor 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, Contractor 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.
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7.2 Compliance with Applicable Laws. Contractor and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Contractor 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 Contractor’s employee and subcontractors. It is understood that it is the responsibility of Contractor 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. Contractor 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 Contractor 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 Contractor 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), Contractor 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. Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contractor shall require the same of all subcontractors.
7.3 Licenses and Permits. Contractor represents and warrants to City that Contractor 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.
Contractor represents and warrants to City that Contractor 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, Contractor 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 Contractor.
8.2 Termination by Contractor. Contractor may cancel this Agreement upon 30 days’ written notice to City.
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8.3 Consequences of Termination. In the event of termination, Contractor shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor 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. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor 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 Contractor 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 Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’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 Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Contractor’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Contractor’s employ, Contractor 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 Contractor shall survive the expiration or termination of this Agreement.
8.8 Options upon Breach by Contractor. If Contractor 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 Contractor pursuant to this Agreement; c. Retain a different Contractor to complete the Services described in Exhibit A; and/or
d. Charge Contractor 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 Contractor pursuant to Section 2 if Contractor had completed the Services.
DocuSign Envelope ID: 0F822F92-F5CB-4F95-ACA3-1FEFEFA51CC2 DocuSign Envelope ID: ED09B2E2-DB87-40D2-8030-82D572D99FAD Item Title: 10.13
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SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Contractor’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 Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Contractor 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 Contractor. City and Contractor 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 DOES NOT APPLY TO STREET SWEEPING.
9.3 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for 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 Contractor 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 Contractor 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 DocuSign Envelope ID: 0F822F92-F5CB-4F95-ACA3-1FEFEFA51CC2 DocuSign Envelope ID: ED09B2E2-DB87-40D2-8030-82D572D99FAD Item Title: 10.13
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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.
10.7 Contractor Representative. All matters under this Agreement shall be handled for Contractor by James DeGuire, CEO (“Contractor’s Representative”). The Contractor’s Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Agreement. The Contractor’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, Ken, Aiello (“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, Contractor shall not accept direction or orders from any person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Contractor shall be sent to:
DEGUIRE WEED ABATEMENT
ATTN: James DeGuire, CEO
19510 Van Buren Blvd. F3-179
Riverside, CA 92508
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Ken, Aiello
with a copy to:
DocuSign Envelope ID: 0F822F92-F5CB-4F95-ACA3-1FEFEFA51CC2 DocuSign Envelope ID: ED09B2E2-DB87-40D2-8030-82D572D99FAD Item Title: 10.13
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City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
10.10 DOES NOT APPLY TO CE 21-01: CITY WIDE ON-CALL WEED
ABATEMENT SERVICES (CODE ENFORCEMENT)
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 Contractor 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. Contractor 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 Contractor, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.
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10.18 No Undue Influence. Contractor 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 Contractor, or from any officer, employee, or agent of Contractor, 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 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]
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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:
Stephanie Roseen, Acting City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
CONTRACTOR
James DeGuire, Chief Executive Officer
Matthew Swoboda, Chief Financial Officer
[Note: 2 officer’s signatures required if
Contractor is a corporation]
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EXHIBIT A
SCOPE OF SERVICES
Services shall include City-Wide As Needed Weed Abatement Services for Code Enforcement in the amount not to exceed TWENTY FIVE THOUSAND DOLLARS AND ZERO CENTS ($25,000.00) as further detailed in the following page(s).
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with Koff & Associates, Inc. for the City of Menifee Comprehensive Classification and
Compensation Study
MEETING DATE: June 21, 2023
TO: Mayor and City Council
PREPARED BY: Bryan Melton, Human Resource Analyst
REVIEWED BY: Jonathan Nicks, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
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RECOMMENDED ACTION
1. Approve and authorize the City Manager to execute Amendment No. 1 with Koff & Associates, Inc., a division of Arthur J. Gallagher & Co., to extend the term of the agreement through December 31, 2023, for the City of Menifee Comprehensive Classification & Compensation Study.
DISCUSSION
On June 15, 2022, the City Council approved a Professional Services Agreement with Koff & Associates, Inc. (Koff) for the Comprehensive Classification & Compensation Study for a total cost of $224,230. This Agreement was funded from Account No. 100-4222-52800 Professional Services (Human Resources). The Study began shortly after City Council approval and progressed on a regular basis. Due to the magnitude and complexity of the study, Koff and City staff have identified that it will take a few more months to complete the study. Although, it is anticipated that the study will be completed in late summer, staff requests to amend the existing professional services by extending the contract date from June 30, 2023, to December 31, 2023 to ensure Koff is available for any additional questions or review. The extension would allow staff to finalize recommendations and negotiate the impacts/implementation of the Study with the City’s labor associations.
This Amendment is only to extend the contract term and no additional funds are requested.
STRATEGIC PLAN OBJECTIVE
Regular City Business
Item Title: 10.14
Agreement Amendment with Koff & Associates, Inc. for the City of Menifee Comprehensive Classification and Compensation Study
Item Page Number: 1
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Agreement Amendment with Koff & Associates for Classification & Compensation Study June 21, 2023
FISCAL IMPACT
There is no fiscal impact associated with the recommended action.
ATTACHMENTS
1. Original Agreement
2. Amendment No. 1
Item Title: 10.14
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CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
CITY OF MENIFEE CLASSIFICATION & COMPENSATION STUDY
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 KOFF & ASSOCIATES, A DIVISION OF GALLAGHER BENEFIT SERVICES, INC., a Delaware 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 begin on June 15, 2022 and shall end on June 30, 2023 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. 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.
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.
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.
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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.
City hereby agrees to pay Consultant a sum not to exceed TWO HUNDRED TWENTY
FOUR THOUSAND TWO HUNDRED THIRTY DOLLARS AND ZERO
CENTS ($224,230.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. 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.
2.1 Invoices. 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. 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;
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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.
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 DocuSign Envelope ID: 08ADF83D-52C2-4F67-B1F9-A4737351C6A3 DocuSign Envelope ID: 9F499926-F44C-4ADC-A895-7392A1E05B61 Item Title: 10.14
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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 with the exception of Workers’ Compensation and Professional Liability Insurance, 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-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 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 DocuSign Envelope ID: 08ADF83D-52C2-4F67-B1F9-A4737351C6A3 DocuSign Envelope ID: 9F499926-F44C-4ADC-A895-7392A1E05B61 Item Title: 10.14
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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.
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 two (2) 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 two (2) 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 DocuSign Envelope ID: 08ADF83D-52C2-4F67-B1F9-A4737351C6A3 DocuSign Envelope ID: 9F499926-F44C-4ADC-A895-7392A1E05B61 Item Title: 10.14
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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.
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:VI 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, including complete 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: CITY OF MENIFEE CLASSIFICATION & COMPENSATION STUDY. 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. Additional insured; primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds on the Commercial General Liability Policy only, with respect to each of 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 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.
An endorsement must be attached to the Commercial General Liability policy only 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.
d. 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, 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 DocuSign Envelope ID: 08ADF83D-52C2-4F67-B1F9-A4737351C6A3 DocuSign Envelope ID: 9F499926-F44C-4ADC-A895-7392A1E05B61 Item Title: 10.14
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and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
e. Subcontractors. Consultant shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
f. 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; 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 DocuSign Envelope ID: 08ADF83D-52C2-4F67-B1F9-A4737351C6A3 DocuSign Envelope ID: 9F499926-F44C-4ADC-A895-7392A1E05B61 Item Title: 10.14
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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 gross 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. Consultant’s liability to the City and any other party for any losses, injury or damages to persons or properties or work performed arising out of in connection with this Agreement and for any other claim, whether the claim arises in contract, tort, statute or otherwise, shall be limited to $1,000,000 of the total fees due to Consultant from City for the particular Services giving rise to the claim. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
CONSULTANT SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, LOST PROFITS, OR PUNITIVE DAMAGES SUSTAINED OR
INCURRED IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.
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 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.
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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.
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 ten (10) days advance written notification to Consultant.
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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.
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
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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. Consultant will retain sole and exclusive ownership of all right, title and interest in and to its intellectual property and derivatives thereof which no data or confidential information of City was used to create and which was developed entirely using Consultant’s own resources. To the extent Consultant’s intellectual property is necessary for City to use the services provided, Consultant will grant to City a non-exclusive, royalty-free license to Consultant’s intellectual property solely for City’s use of such services.
SECTION 10.
10.1 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 the duration of the agreement, 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.
10.2 Inspection and Audit of Records. Any records or documents that are included as part 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.
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SECTION 11. MISCELLANEOUS PROVISIONS.
11.1 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.
11.2 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.
11.3 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.
11.4 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.
11.5 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.
11.6 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.
11.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Georg S. Krammer (“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.
11.8 City Contract Administration. This Agreement shall be administered by a City employee, Natalie Jacobs, Human Resources Analyst (“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.
11.9 Notices. Any written notice to Consultant shall be sent to:
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KOFF & ASSOCIATES, A DIVISION OF GALLAGHER BENEFIT
SERVICES, INC.
Attn: Georg S. Krammer
2835 SEVENTH STREET
BERKELEY, CA 94710
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Natalie Jacobs, Human Resources Analyst
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
11.10 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.
11.11 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.
11.12 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.
11.13 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.
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11.14 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.
11.15 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.
11.16 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.
11.17 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.
11.18 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.
11.19 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 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]
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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:
Stephanie Roseen, Acting City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
KOFF & ASSOCIATES, A DIVISION OF
GALLAGHER BENEFIT SERVICES,
INC.
Georg S. Krammer, Managing Director
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
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EXHIBIT A
SCOPE OF SERVICES
Services shall include Comprehensive Classification & Compensation Study, Employee Satisfaction/Engagement Survey in the amount not to exceed TWO HUNDRED TWENTY
FOUR THOUSAND TWO HUNDRED THIRTY DOLLARS AND ZERO
CENTS ($224,230.00) as further detailed in the following page(s).
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7630421.2 a00/00/00 EXHIBIT A.
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Agreement Amendment with Koff & Associates, Inc. for the City of Menifee Comprehensive Classification and Compensation Study
Item Page Number: 34
Menifee Mayor and City Council June 21, 2023 Page 574 of 2227 2671/031858-0001
7630421.2 a00/00/00 EXHIBIT A.
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Agreement Amendment with Koff & Associates, Inc. for the City of Menifee Comprehensive Classification and Compensation Study
Item Page Number: 35
Menifee Mayor and City Council June 21, 2023 Page 575 of 2227 2671/031858-0001
7630421.2 a00/00/00 EXHIBIT A.
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Agreement Amendment with Koff & Associates, Inc. for the City of Menifee Comprehensive Classification and Compensation Study
Item Page Number: 36
Menifee Mayor and City Council June 21, 2023 Page 576 of 2227 2671/031858-0001
7630421.2 a00/00/00 EXHIBIT A.
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Agreement Amendment with Koff & Associates, Inc. for the City of Menifee Comprehensive Classification and Compensation Study
Item Page Number: 37
Menifee Mayor and City Council June 21, 2023 Page 577 of 2227 2671/031858-0001
7630421.2 a00/00/00 EXHIBIT A.
DocuSign Envelope ID: 08ADF83D-52C2-4F67-B1F9-A4737351C6A3 DocuSign Envelope ID: 9F499926-F44C-4ADC-A895-7392A1E05B61 Item Title: 10.14
Agreement Amendment with Koff & Associates, Inc. for the City of Menifee Comprehensive Classification and Compensation Study
Item Page Number: 38
Menifee Mayor and City Council June 21, 2023 Page 578 of 2227 2671/031858-0001
7630421.2 a00/00/00 EXHIBIT A.
DocuSign Envelope ID: 08ADF83D-52C2-4F67-B1F9-A4737351C6A3 DocuSign Envelope ID: 9F499926-F44C-4ADC-A895-7392A1E05B61 Item Title: 10.14
Agreement Amendment with Koff & Associates, Inc. for the City of Menifee Comprehensive Classification and Compensation Study
Item Page Number: 39
Menifee Mayor and City Council June 21, 2023 Page 579 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
CITY OF MENIFEE COMPREHENSIVE CLASSIFICATION &
COMPENSATION STUDY
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on _June 15, 2022__ between the City of Menifee (“City”) and KOFF & ASSOCIATES, INC. (“Consultant”) for CITY OF MENIFEE COMPREHENSIVE CLASSIFICATION & COMPENSATION STUDY which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term of the agreement as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on June 15, 2022 and shall end on December 31, 2023 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. All other terms and conditions of the Agreement remain in full force and effect.
4. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.14
Agreement Amendment with Koff & Associates, Inc. for the City of Menifee Comprehensive Classification and Compensation Study
Item Page Number: 40
Menifee Mayor and City Council June 21, 2023 Page 580 of 2227 Professional Services Amendment No. 1 with KOFF & ASSOCIATES, INC.
CITY OF MENIFEE KOFF & ASSOCIATES, INC.
_______________________________ _______________________________ Armando G. Villa, City Manager Georg S. Krammer, Managing Director Attest: ________________________________
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.14
Agreement Amendment with Koff & Associates, Inc. for the City of Menifee Comprehensive Classification and Compensation Study
Item Page Number: 41
Menifee Mayor and City Council June 21, 2023 Page 581 of 2227
CITY OF MENIFEE
SUBJECT: Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department
Professional Services Agreements
MEETING DATE: June 21, 2023
TO: Mayor and City Council
PREPARED BY: Jenny McConville, Management Analyst I
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ACTION
1. Approve and authorize the City Manager to execute ten amendments to various Professional Services Agreements supporting the Capital Improvement Program and Public Works Department by extending the terms of service and/or increasing not-to-exceed compensation.
DISCUSSION
The City of Menifee’s Public Works Department is tasked with carrying out various projects which involve technical expertise from design and construction of Capital Improvement Program (CIP) projects to studies and staff enrichment opportunities required to execute those projects. Several trades and specialized services are required to perform this technical work including, but not limited to, surveying, materials testing, design, geotechnical assessments, construction, and labor compliance, plan review, and maintenance. To accomplish the work needed for the projects, the City utilizes a combination of in-house staff, consultant firms, and contractors.
The City’s staff strive to deliver all projects on time and within budget. Due to the nature of project delivery, there are times when contracted agreements must be extended to properly complete required tasks and close out administrative obligations of the projects. Recently, due to circumstances outside of the City’s or contractors’ control, several projects have experienced material delivery delays and increases in costs which ultimately affected overall project delivery schedules. These delays have resulted in the need to extend the terms of several of the contracts associated with the projects.
The following seven CIP projects and three Public Works’ service contracts require amendments to existing Professional Services Agreements (PSAs) to provide term extensions and/or additional Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 1
Menifee Mayor and City Council June 21, 2023 Page 582 of 2227 City of Menifee Staff Report
PW FY 2022/2023 Agreement Amendments
June 21, 2023
compensation in future years to complete required tasks and administrative obligations in order to close out the projects:
• CIP 21-04 New Quail Valley Fire Station No. 5 Project - Architectural & Engineering Services Agreement with CannonDesign.: Construction began in January 2023 and completion is anticipated in December 2023. Approval of Amendment No. 3 would provide the additional time needed for this Consultant to complete their architectural support tasks through Project close-out.
Table 1 – CannonDesign Agreement History
Date
approved
Amount Contract
Term
Original Contract 4/21/2021 $612,347 12/31/2021
Amendment 1 2/4/2022 TERM ONLY 2/28/2022
Amendment 2 2/16/2022 $349,713 6/30/2023
Amendment 3 6/21/2023 TERM ONLY 6/30/2024
• CIP 21-04 New Quail Valley Fire Station No. 5 Project – Construction Management and Inspection Services Agreement with Wallace & Associates, LLC: Construction began in January 2023 and completion is anticipated in December 2023. Approval of Amendment No. 1 would allow for continued construction management and inspection services through completion of the Project.
Table 2 – Wallace & Associates Agreement History
Date
approved
Amount Contract
Term
Original Contract 4/20/2022 $425,064 6/30/2023
Amendment 1 6/21/2023 TERM ONLY 6/30/2024
• CIP 22-02 Valley Blvd Widening Project – Civil Engineering Design Services Agreement with Dokken Engineering: The Project is preparing to bid for construction.
Approval of Amendment No. 1 would extend the term of the agreement to allow the time necessary to complete design services through project close-out.
Table 3 – Dokken Engineering Agreement History
Date
approved
Amount Contract
Term
Original Contract 1/19/2022 $1,244,031.81 6/30/2023
Amendment 1 6/21/2023 TERM ONLY 6/30/2024
• CIP 22-08 Normandy Road Pedestrian Improvements Project – Labor Compliance Services Agreement with Ardurra Group, Inc.: The Project was formally re-bid in May 2023, and is expected to be awarded on June 21, 2023. Approval of Amendment No. 1 would provide the necessary time to complete labor compliance services throughout the construction phase of the Project.
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 2
Menifee Mayor and City Council June 21, 2023 Page 583 of 2227 City of Menifee Staff Report
PW FY 2022/2023 Agreement Amendments
June 21, 2023
Table 4 – Ardurra Group, Inc. Agreement History
Date
approved
Amount Contract
Term
Original Contract 7/26/2022 $5,446 6/30/2023
Amendment 1 6/21/2023 TERM ONLY 12/31/2023
• CIP 22-08 Normandy Road Pedestrian Improvements Project – Materials Testing Agreement with Kimley-Horn and Associates: The Project was formally re-bid in May 2023, and is expected to be awarded on June 21, 2023. Approval of Amendment No. 2 would extend the term of the existing agreement to allow the necessary time to complete the material inspections and submit a final report.
Table 5 – Kimley Horn Agreement History
Date
approved
Amount Contract
Term
Original Contract 10/29/2022 $27,700 6/30/2023
Amendment 1 10/19/2022 $56,300 6/30/2023
Amendment 2 6/21/2023 TERM ONLY 12/31/2023
• CIP 22-08 Normandy Road Pedestrian Improvements Project – Materials Testing Services Agreement with Leighton Consulting, Inc.: This Project is expected to start construction in March 2023. Approval of Amendment No. 2 would add the necessary time to draft and provide as-builts plans to the City at the completion of the Project.
Table 6 – Leighton Consulting, Inc. Agreement History
Date
approved
Amount Contract
Term
Original Contract 7/27/2022 $13,319 6/30/2023
Amendment 1 6/21/2023 TERM ONLY 12/31/2023
• CIP 23-07: Murrieta Road Resurfacing and Improvements Project – Labor Compliance Services with Cumming Management Group, Inc.: Construction of this Project is nearly completed; however, final billings have not yet been received. Labor Compliance Services are needed to review final billings in order to close out the Project.
Approval of Amendment No. 1 would provide the additional time necessary time to complete this task.
Table 7 – Cumming Management Group, Inc. Agreement History Date
approved
Amount Contract
Term
Original Contract 12/8/2022 $10,200 6/30/2023
Amendment 1 6/21/2023 TERM ONLY 12/31/2023
Each of the seven agreements referenced above will terminate on June 30, 2023. It is important to note that the proposed amendments are only for agreement term extensions and do not include any increases in consultant or contractor compensation.
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 3
Menifee Mayor and City Council June 21, 2023 Page 584 of 2227 City of Menifee Staff Report
PW FY 2022/2023 Agreement Amendments
June 21, 2023
• Public Works Annual Fossil Filters and Catch Basins Maintenance with United Storm Water, Inc.: On December 15, 2021, City Council approved an agreement with United Storm services for catch basin inspection and fossil filter replacement services and authorized the City Manager to exercise three one-year options to extend the Agreement.
This Amendment would extend the term of services through the final two years of the allowable extension period and authorize an increase of $120,000 in the overall contract not-to-exceed amount. Catch basin maintenance is an ongoing annual program of work administered by the Public Works Streets Division.
Table 8 – United Storm Water, Inc. Agreement History
Date
approved
Amount Contract
Term
Original Contract 12/15/2021 $ 54,143.48 06/30/2022
Amendment 1 7/1/2022 $ 58,706.00 06/30/2023
Amendment 2 6/21/2023 $ 120,000.00 6/30/2025
• Public Works Engineering - Menifee Valley Specific Plan (MVSP) Traffic Study Review (Recoverable) – Traffic Study Review Services with STC Traffic, Inc.: Traffic Plan Study Review Services were initially contracted in January for MVSP in the amount of $20,000. Review of the traffic study is still underway and additional time and funding are required to complete the comprehensive land development task. These costs are fully offset by developer deposits.
Table 9 – STC Traffic, Inc. Agreement History
Date
approved
Amount Contract
Term
Original Contract 12/22/2023 $20,000 6/30/2023
Amendment 1 6/21/2023 $20,000 6/30/2024
• Public Works - Truck Driving Refresher Course Class A/B Training Services – Training Services with America Truck Driving School.: The Public Works Street Maintenance Division has been actively encouraging employees to obtain their Class A/B commercial driver’s licenses in an effort to ensure all employees are licensed to operate all Public Works equipment. To date, two employees have completed the training, two are actively attending the training, and three additional employees would be enrolled in Fiscal Year (FY) 2023/2024. This Amendment would extend our current Agreement with America Truck Driving School through FY 2023/2024 and increase the Agreement compensation in the amount necessary to enroll three additional employees in courses.
Table 10 – America Truck Driving School Agreement History Date
approved
Amount Contract
Term
Original Contract 9/26/2022 $ 18,050.00 6/30/2023
Amendment 1 6/21/2023 $13,537.50 6/30/2024
The three support services above require term extensions, as well as compensation increases through the proposed new agreement term. Pursuant to Menifee Municipal Code Chapter Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 4
Menifee Mayor and City Council June 21, 2023 Page 585 of 2227 City of Menifee Staff Report
PW FY 2022/2023 Agreement Amendments
June 21, 2023
3.12.090, any time extension exceeding 60 days from the previously approved or original agreement deadline, whichever is the latest, shall be approved by the City Council. All other terms of the agreements shall remain the same.
STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community
FISCAL IMPACT
There are no additional FY 2022/2023 impacts associated with approval of any of the proposed amendments.
There are future fiscal year impacts associated with the approval of the proposed Public Works agreement amendments above. Future funding for each of these amendments has been incorporated in the proposed FYs 2023/2024 and 2024/2025 operating budgets. These amendments and their respective funding sources are summarized in Table 11 below.
Table 11 – Future Fiscal Impact Summary
Consultant FY 23/24
Impact
FY 24/25
Impact
Total
Impact
Funding
Source
United Storm Water, Inc. $ 60,000.00 $ 60,000.00 $ 120,000.00 Various
Special
Districts
STC Traffic, Inc. $ 20,000.00 $ 0 $ 20,000.00 Developer Deposits
America Truck Driving
School $ 13,537.50 $ 0 $ 13,537.50 Gas Tax
Fund 200
TOTALS $ 93,537.50 $ 60,000 $ 153,537.50
ATTACHMENTS
1. CIP 21-04 CannonDesign - Amendment No. 3
2. CIP 21-04 Wallace & Associates - Amendment No. 1
3. CIP 22-02 Dokken - Amendment No. 1
4. CIP 22-08 Ardurra - Amendment No. 1
5. CIP 22-08 Kimley-Horn - Amendment No. 2
6. CIP 22-08 Leighton - Amendment No. 1
7. CIP 23-07 Cumming Management Group – Amendment No. 1
8. United Storm Water, Inc. – Amendment No. 2
9. STC Traffic, Inc. – Amendment No. 1
10. America Truck Driving School – Amendment No. 1
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 5
Menifee Mayor and City Council June 21, 2023 Page 586 of 2227 AMENDMENT NO. 3 TO
PROFESSIONAL SERVICES AGREEMENT
CIP No. 21-04 NEW FIRE STATION NO. 5 (ARCHITECTURAL AND
ENGINEERING SERVICES)
This is Amendment No. 3 (“Amendment No. 3”) to that certain Professional Services Agreement (“Agreement”) made on _April 21, 2021_ between the City of Menifee (“City”) and CannonDesign (“Consultant”) for CIP No. 21-04 NEW FIRE STATION NO. 5 (ARCHITECTURAL AND ENGINEERING SERVICES) which this Amendment No. 3 is made and entered into on ______________, 2023 to extend the term of the agreement as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on the December 15, 2021 and shall end on June 30, 2024 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. All other terms and conditions of the Agreement remain in full force and effect.
4. This Amendment No. 3 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 6
Menifee Mayor and City Council June 21, 2023 Page 587 of 2227 Professional Services Amendment No. 3 with CannonDesign CITY OF MENIFEE CannonDesign
_______________________________ _______________________________ Armando G. Villa, City Manager Brandon Dekker-Principal Attest: ________________________________
Matt Greiner-Senior Vice President
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 7
Menifee Mayor and City Council June 21, 2023 Page 588 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
CIP 21-04 FIRE STATION #5 (CONSTRUCTION MANAGEMENT
AND INSPECTION SERVICES)
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on _April 20, 2022_ between the City of Menifee (“City”) and WALLACE & ASSOCIATES CONSULTING, LLC (“Consultant”) for CIP 21-04 FIRE STATION #5 (CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES) which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term of the agreement as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on the April 20, 2022 and shall end on June 30, 2024 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. All other terms and conditions of the Agreement remain in full force and effect.
4. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 8
Menifee Mayor and City Council June 21, 2023 Page 589 of 2227 Professional Services Amendment No. 1 with WALLACE & ASSOCIATES CONSULTING, LLC
CITY OF MENIFEE WALLACE & ASSOCIATES CONSULTING,
LLC
_______________________________ _______________________________ Armando G. Villa, City Manager Craig Halvorson
Attest: ________________________________
Melanie Estes
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 9
Menifee Mayor and City Council June 21, 2023 Page 590 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
CIP 22-02: VALLEY BLVD. WIDENING PROJECT (PROFESSIONAL
ENVIRONMENTAL AND CIVIL ENGINEERING DESIGN SERVICES)
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on _January 19, 2022_ between the City of Menifee (“City”) and DOKKEN ENGINEERING (“Consultant”) for CIP 22-02: VALLEY BLVD. WIDENING
PROJECT (PROFESSIONAL ENVIRONMENTAL AND CIVIL ENGINEERING DESIGN SERVICES) which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term of the agreement as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on January 19, 2022 and shall end on June 30, 2024 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. All other terms and conditions of the Agreement remain in full force and effect.
4. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 10
Menifee Mayor and City Council June 21, 2023 Page 591 of 2227 Professional Services Amendment No. 1 with DOKKEN ENGINEERING
CITY OF MENIFEE DOKKEN ENGINEERING
_______________________________ _______________________________ Armando G. Villa, City Manager John A. Klemunes, Jr, President Attest: ________________________________
Cathy Chan, Secretary
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 11
Menifee Mayor and City Council June 21, 2023 Page 592 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
CIP 22-08 NORMANDY ROAD PEDESTRIAN IMPROVEMENTS PROJECT (LABOR COMPLIANCE)
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on _July 26, 2022__ between the City of Menifee (“City”) and ARDURRA GROUP, INC. (“Consultant”) for CIP 22-08 NORMANDY ROAD PEDESTRIAN IMPROVEMENTS PROJECT (LABOR COMPLIANCE) which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term of the agreement as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on the July 1, 2022 and shall end on December 31, 2023 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. All other terms and conditions of the Agreement remain in full force and effect.
4. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 12
Menifee Mayor and City Council June 21, 2023 Page 593 of 2227 Professional Services Amendment No. 1 with ARDURRA GROUP, INC.
CITY OF MENIFEE ARDURRA GROUP, INC.
_______________________________ _______________________________ Armando G. Villa, City Manager Scott Adamson, CM- Group Leader Attest: ________________________________
Rob Weber, Southwest Water Practice
Manager
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 13
Menifee Mayor and City Council June 21, 2023 Page 594 of 2227 AMENDMENT NO. 2 TO
PROFESSIONAL SERVICES AGREEMENT
CIP 22-08 NORMANDY ROAD IMPROVEMENTS
(CIP PROFESSIONAL SERVICES)
This is Amendment No. 2 (“Amendment No. 2”) to that certain Professional Services Agreement (“Agreement”) made on __October 29, 2022__ between the City of Menifee (“City”) and KIMLEY-HORN AND ASSOCIATES, INC. (“Consultant”) for CIP 22-08 NORMANDY ROAD IMPROVEMENTS (CIP PROFESSIONAL SERVICES) which this Amendment No. 2 is made and entered into on ______________, 2023 to extend the term of the agreement as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on the September 26,2022 and shall end on December 31, 2023 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. All other terms and conditions of the Agreement remain in full force and effect.
4. This Amendment No. 2 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 14
Menifee Mayor and City Council June 21, 2023 Page 595 of 2227 Professional Services Amendment No. 2 with KIMLEY-HORN AND ASSOCIATES, INC.
CITY OF MENIFEE KIMLEY-HORN AND ASSOCIATES, INC.
_______________________________ _______________________________ Armando G. Villa, City Manager Brian Gillis, Vice President Attest: ________________________________
Chad Phillips, Senior Associate
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 15
Menifee Mayor and City Council June 21, 2023 Page 596 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
CIP 22-08 NORMANDY ROAD PEDESTRIAN IMPROVEMENTS PROJECT (MATERIAL TESTING)
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on _July 27, 2022_ between the City of Menifee (“City”) and LEIGHTON CONSULTING, INC (“Consultant”) for CIP 22-08 NORMANDY ROAD PEDESTRIAN IMPROVEMENTS PROJECT (MATERIAL TESTING) which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term of the agreement as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on the July 1, 2022 and shall end on December 31, 2023 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. All other terms and conditions of the Agreement remain in full force and effect.
4. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 16
Menifee Mayor and City Council June 21, 2023 Page 597 of 2227 Professional Services Amendment No. 1 with LEIGHTON CONSULTING, INC
CITY OF MENIFEE LEIGHTON CONSULTING, INC
_______________________________ _______________________________ Armando G. Villa, City Manager Kristen Williams, Area Leader Attest: ________________________________
Simon Saiid, Department Leader
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 17
Menifee Mayor and City Council June 21, 2023 Page 598 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
CIP 23-07 MURRIETA ROAD RESURFACING AND IMPROVEMENTS PROJECT (LABOR COMPLIANCE)
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on _December 8, 2022_ between the City of Menifee (“City”) and CUMMING MANAGEMENT GROUP, INC. (“Consultant”) for CIP 23-07 MURRIETA
ROAD RESURFACING AND IMPROVEMENTS PROJECT (LABOR COMPLIANCE) which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term of the agreement as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on the November 1, 2022 and shall end on December 31, 2023 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. All other terms and conditions of the Agreement remain in full force and effect.
4. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 18
Menifee Mayor and City Council June 21, 2023 Page 599 of 2227 Professional Services Amendment No. 1 with CUMMING MANAGEMENT GROUP, INC.
CITY OF MENIFEE CUMMING MANAGEMENT GROUP, INC.
_______________________________ _______________________________ Armando G. Villa, City Manager Anthony Sanchez, Executive Vice President
Attest: ________________________________
A. Al Jajeh, Chief Financial Officer
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 19
Menifee Mayor and City Council June 21, 2023 Page 600 of 2227 AMENDMENT NO. 2 TO
NON-PROFESSIONAL SERVICES/MAINTENANCE SERVICES
PW 22-01: FISCAL YEAR 2022/23 ANNUAL CLEANING AND INSPECTION OF CITY
MAINTAINED FOSSIL FILTER AND CATCH BASINS
AMENDMENT NO. 2 TO
NON-PROFESSIONAL SERVICES/MAINTENANCE SERVICES
PW 22-01: FISCAL YEAR 2022/23 ANNUAL CLEANING AND INSPECTION OF CITY
MAINTAINED FOSSIL FILTER AND CATCH BASINS
This is Amendment No. 2 (“Amendment No. 2”) to that certain Non-Professional Services/Maintenance Services (“Agreement”) made on DECEMBER 15, 2021 between the City of Menifee (“City”) and United Storm Water Inc (“Contractor”) for PW 22-01: FISCAL YEAR 2022/23 ANNUAL CLEANING AND INSPECTION OF CITY MAINTAINED FOSSIL FILTER AND CATCH BASINS which this Amendment No. 2 is made and entered into on ______________, 2023 to increase the scope of work and compensation amount as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on December 15, 2021 and shall end on June 30, 2025 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. SECTION 2, “Compensation” is amended to read as follows, increasing the contract amount by: $120,000.00 (ONE HUNDRED TWENTY THOUSAND DOLLARS AND
ZERO CENTS)
SECTION 2. COMPENSATION.
City hereby agrees to pay Contractor a sum not to exceed $232,849.48 (TWO
HUNDRED THIRTY TWO THOUSAND EIGHT HUNDRED FORTY NINE
DOLLARS AND FORTY EIGHT CENTS) notwithstanding any contrary indications that may be contained in Contractor's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor for the Services rendered pursuant to this Agreement at Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 20
Menifee Mayor and City Council June 21, 2023 Page 601 of 2227 AMENDMENT NO. 2 TO
NON-PROFESSIONAL SERVICES/MAINTENANCE SERVICES
PW 22-01: FISCAL YEAR 2022/23 ANNUAL CLEANING AND INSPECTION OF CITY
MAINTAINED FOSSIL FILTER AND CATCH BASINS
the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein.
Except as specifically authorized in advance by City, Contractor shall not bill City for duplicate services performed by more than one person.
4. Exhibit A, “Scope of Services” is supplemented to include the supplement attached as Exhibit A hereto. The supplement to the “Scope of Services” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:
EXHIBIT A
SCOPE OF SERVICES
Contractor shall provide N/A in the amount not to exceed $232,849.48 (TWO HUNDRED
THIRTY TWO THOUSAND EIGHT HUNDRED FORTY NINE DOLLARS AND FORTY EIGHT CENTS) as further detailed in the following page(s).
5. All other terms and conditions of the Agreement remain in full force and effect.
6. This Amendment No. 2 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 21
Menifee Mayor and City Council June 21, 2023 Page 602 of 2227 AMENDMENT NO. 2 TO
NON-PROFESSIONAL SERVICES/MAINTENANCE SERVICES
PW 22-01: FISCAL YEAR 2022/23 ANNUAL CLEANING AND INSPECTION OF CITY
MAINTAINED FOSSIL FILTER AND CATCH BASINS
CITY OF MENIFEE United Storm Water Inc
_______________________________ _______________________________ Armando G. Villa, City Manager Eduardo Perry Jr, President Attest: ________________________________
Daniel C. Perry, Vice President
_______________________________
Stephanie Roseen, Interim City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 22
Menifee Mayor and City Council June 21, 2023 Page 603 of 2227 AMENDMENT NO. 2 TO
NON-PROFESSIONAL SERVICES/MAINTENANCE SERVICES
PW 22-01: FISCAL YEAR 2022/23 ANNUAL CLEANING AND INSPECTION OF CITY
MAINTAINED FOSSIL FILTER AND CATCH BASINS
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 23
Menifee Mayor and City Council June 21, 2023 Page 604 of 2227 AMENDMENT NO. 2 TO
NON-PROFESSIONAL SERVICES/MAINTENANCE SERVICES
PW 22-01: FISCAL YEAR 2022/23 ANNUAL CLEANING AND INSPECTION OF CITY
MAINTAINED FOSSIL FILTER AND CATCH BASINS
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 24
Menifee Mayor and City Council June 21, 2023 Page 605 of 2227 AMENDMENT NO. 2 TO
NON-PROFESSIONAL SERVICES/MAINTENANCE SERVICES
PW 22-01: FISCAL YEAR 2022/23 ANNUAL CLEANING AND INSPECTION OF CITY
MAINTAINED FOSSIL FILTER AND CATCH BASINS
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 25
Menifee Mayor and City Council June 21, 2023 Page 606 of 2227 AMENDMENT NO. 2 TO
NON-PROFESSIONAL SERVICES/MAINTENANCE SERVICES
PW 22-01: FISCAL YEAR 2022/23 ANNUAL CLEANING AND INSPECTION OF CITY
MAINTAINED FOSSIL FILTER AND CATCH BASINS
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 26
Menifee Mayor and City Council June 21, 2023 Page 607 of 2227 AMENDMENT NO. 2 TO
NON-PROFESSIONAL SERVICES/MAINTENANCE SERVICES
PW 22-01: FISCAL YEAR 2022/23 ANNUAL CLEANING AND INSPECTION OF CITY
MAINTAINED FOSSIL FILTER AND CATCH BASINS
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 27
Menifee Mayor and City Council June 21, 2023 Page 608 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
MENIFEE VALLEY SPECIFIC PLAN TRAFFIC STUDY REVIEW (RECOVERABLE) AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
MENIFEE VALLEY SPECIFIC PLAN TRAFFIC STUDY REVIEW (RECOVERABLE) This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on December 22, 2022 between the City of Menifee (“City”) and STC TRAFFIC, INC. (“Consultant”) for MENIFEE VALLEY SPECIFIC PLAN TRAFFIC STUDY REVIEW (RECOVERABLE) which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term of the agreement, increase the scope of work and compensation amount as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on December 1, 2022 and shall end on June 30, 2024 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. SECTION 2, “Compensation” is amended to read as follows, increasing the contract amount by: $20,000.00 (FOURTY THOUSAND DOLLARS AND ZERO CENTS) SECTION 2. COMPENSATION.
City hereby agrees to pay Contractor a sum not to exceed $40,000.00 (FORTY THOUSAND DOLLARS AND ZERO CENTS) notwithstanding any contrary indications that may be contained in Contractor's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor 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 Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein.
Except as specifically authorized in advance by City, Contractor shall not bill City for duplicate services performed by more than one person.
4. Exhibit A, “Scope of Services” is supplemented to include the supplement attached as Exhibit A hereto. The supplement to the “Scope of Services” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 28
Menifee Mayor and City Council June 21, 2023 Page 609 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
MENIFEE VALLEY SPECIFIC PLAN TRAFFIC STUDY REVIEW (RECOVERABLE) work listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:
EXHIBIT A
SCOPE OF SERVICES
Contractor shall provide Menifee Valley Specific Plan Traffic Study Review (Recoverable) in the amount not to exceed: $40,000.00 (FORTY THOUSAND DOLLARS AND ZERO CENTS) as further detailed in the following page(s).
5. All other terms and conditions of the Agreement remain in full force and effect.
6. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 29
Menifee Mayor and City Council June 21, 2023 Page 610 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
MENIFEE VALLEY SPECIFIC PLAN TRAFFIC STUDY REVIEW (RECOVERABLE) CITY OF MENIFEE STC TRAFFIC, INC.
_______________________________ _______________________________ Armando G. Villa, City Manager Jason Stack, President
Attest: ________________________________
Nick Minicilli, Vice President
_______________________________
Stephanie Roseen, Interim City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 30
Menifee Mayor and City Council June 21, 2023 Page 611 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
MENIFEE VALLEY SPECIFIC PLAN TRAFFIC STUDY REVIEW (RECOVERABLE) Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 31
Menifee Mayor and City Council June 21, 2023 Page 612 of 2227 Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 32
Menifee Mayor and City Council June 21, 2023 Page 613 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
TRUCK DRIVING REFESHER COURSE CLASS A/B TRAINING
AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
TRUCK DRIVING REFESHER COURSE CLASS A/B TRAINING
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on September 26, 2022 between the City of Menifee (“City”) and AMERICA TRUCK DRIVING SCHOOL (“Consultant”) for TRUCK DRIVING REFESHER COURSE CLASS A/B TRAINING which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term of the agreement, increase the scope of work and compensation amount as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on August 25, 2022 and shall end on June 30, 2024 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. SECTION 2, “Compensation” is amended to read as follows, increasing the contract amount by: $13,537.50 (THIRTEEN THOUSAND FIVE HUNDRED THIRTY SEVEN
DOLLARS AND FIFTY CENTS)
SECTION 2. COMPENSATION.
4. City hereby agrees to pay Contractor a sum not to exceed $31,587.50 (THIRTY ONE
THOUSAND FIVE HUNDRED EIGHTY SEVEN DOLLARS AND FIFTY CENTS) notwithstanding any contrary indications that may be contained in Contractor's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement.
In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor 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 Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Contractor shall not bill City for duplicate services performed by more than one person.
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 33
Menifee Mayor and City Council June 21, 2023 Page 614 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
TRUCK DRIVING REFESHER COURSE CLASS A/B TRAINING
5. Exhibit A, “Scope of Services” is supplemented to include the supplement attached as Exhibit A hereto. The supplement to the “Scope of Services” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:
EXHIBIT A
SCOPE OF SERVICES
Contractor shall provide TRUCK DRIVING REFESHER COURSE CLASS A/B TRAINING in the amount not to exceed $31,587.50 (THIRTY ONE THOUSAND FIVE HUNDRED EIGHTY SEVEN DOLLARS AND FIFTY CENTS) as further detailed in the following page(s).
This course will be taken by 3 additional staff members at $4,512.50 each person for a total of $13,537.50.
6. All other terms and conditions of the Agreement remain in full force and effect.
7. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 34
Menifee Mayor and City Council June 21, 2023 Page 615 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
TRUCK DRIVING REFESHER COURSE CLASS A/B TRAINING
CITY OF MENIFEE AMERICA TRUCK DRIVING SCHOOL
_______________________________ _______________________________ Armando G. Villa, City Manager Santiago Rodriguez, Director Attest: ________________________________
Cynthia Rodriguez, Manager
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 35
Menifee Mayor and City Council June 21, 2023 Page 616 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
TRUCK DRIVING REFESHER COURSE CLASS A/B TRAINING
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 36
Menifee Mayor and City Council June 21, 2023 Page 617 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
TRUCK DRIVING REFESHER COURSE CLASS A/B TRAINING
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 37
Menifee Mayor and City Council June 21, 2023 Page 618 of 2227 AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
TRUCK DRIVING REFESHER COURSE CLASS A/B TRAINING
Item Title: 10.15
Agreement Amendments to Fiscal Year 2022/2023 Capital Improvement Program and Public Works Department Professional Services Agreements
Item Page Number: 38
Menifee Mayor and City Council June 21, 2023 Page 619 of 2227
CITY OF MENIFEE
SUBJECT: Agreement with University Enterprises Corporation at CSUSB and Inland Empire Small Business Development Center for Business-Related Technical Assistance for Fiscal Years
2023-2025
MEETING DATE: June 21, 2023
TO: Mayor and City Council
PREPARED BY: Kayla Charters, Senior Management Analyst
REVIEWED BY: Gina Gonzalez, Economic Development Director APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ACTION
1. Approve and authorize the City Manager to execute a Professional Services Agreement with University Enterprise Corporation at California State University of San Bernardino (CSUSB) for itself and on behalf of Inland Empire Small Business Development Center for businessrelated technical assistance services in an amount not-to-exceed $27,000 for Fiscal Year (FY) 2023/2024 and FY 2024/2025.
DISCUSSION
The City of Menifee currently utilizes the Inland Empire Small Business Development Center (SBDC) as part of the Economic Development’s Building Better Businesses (B3) Program. The B3 Program offers Menifee businesses free consulting on a wide variety of business services, such as assistance on business planning, marketing, business assessments, taxes, licensing, business management, human resources, grants, loans, and more. SBDC also provides four seminars during the term of the proposed Professional Services Agreement (PSA) on business related topics tied to the City’s Comprehensive Economic Development Strategy (CEDS).
In partnership with the Small Business Administration (SBA) through the California State University of San Bernardino, the SBDC will provide free, unbiased, and direct services to Menifee businesses, entrepreneurs, and start-ups. The PSA for these services is offset by grants that are obtained by the SBDC for a low nominal cost of $13,500 annually through the City’s Economic Development Department for business expansion and retention needs. The comprehensive cost to the City for the two-year budget process is $27,000. During and post COVID, SBDC applied for grants on behalf of the City of Menifee, as the City’s business community partner, and provided expanded services and workshops beyond the annual agreement with SBDC for FY 2021/2022.
These expanded services are currently planned to be offered through the next fiscal year.
Item Title: 10.16 Agreement with Inland Empire Small Business Development Center for Business-Related Technical Assistance for Fiscal Years 2023-2025
Item Page Number: 1
Menifee Mayor and City Council June 21, 2023 Page 620 of 2227 City of Menifee Staff Report
SBDC PSA
June 21, 2023