Agenda packet — Menifee City Council, July 19, 2023 (part 3 of 5)

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general sales tax revenue is being put to work in the community. The Communications Division, under the direction of the Public Information and Legislative Affairs Officer, in collaboration with various City departments, is responsible for developing each of these publications.

RFP Process
A total of three proposals were received by the submittal deadline of May 18, 2023. Subsequently, a comprehensive evaluation of the proposals received was completed by the review committee comprised of staff in the Communications and City Executive Offices. Proposals were reviewed and ranked based on the qualifications and experience of the firms and their project team, service delivery approach, and cost.

TABLE 1 – RFP Response Summary
Firm
Average Score
(100 possible point)
Menifee Matters
Printing Cost
(Per Piece / 40,000 Copies)
Quality of Life
Printing Cost
(Per Piece / 40,000 Copies)
Advantage
Mailing 90.67 $0.3196 $0.1623
Westomerica
Communications 88.33 $0.705 $0.357
Admail Express 61.00 $0.707 $0.583
The results of the evaluation identified Advantage Mailing, LLC, as the most competitive proposal, with printing rates 120% lower than the other two respondents. Advantage Mailing has been providing printing services for 29 years and has been serving the City of Menifee since 2017. In that time, Advantage Mailing has consistently produced high quality print materials on time and within budget.

The proposed Professional Services Agreement (PSA) term is for a two-year period extending from July 19, 2023, through June 30, 2025, with three one-year renewals. The agreement terms allow for an annual increase of up to 8%. This includes an increase in volume of up to 5% based upon the number of households added within the City and a rate increase of up to 3% based upon a combination the Consumer Price Index (CPI) and Produce Price Index (PPI) for the Riverside- San Bernardino-Ontario published by the Bureau of Labor Statistics. Any rate increase above 3% would require an agreement amendment reviewed and approved by the City Council.

Each of these publications are distributed by mail to all city residences using Every Door Direct Mail (EDDM) rate established by the USPS. Staff is also seeking authorization for the City Manager to approve an annual Purchase Order to mail the quarterly Menifee Matters magazines and the biannual Quality of Life newsletters. Beginning on July 1, 2023, the USPS EDDM rate will be set at $0.197 per piece for a projected cost of $46,689 to mail six publications to an estimated 39,500 residents in FY 2023/2024.

STRATEGIC PLAN OBJECTIVE
Community Engagement and Social Infrastructure
Item Title: 10.8
Agreement

with

Advantage

Mailing,

LLC

for

Printing

Services

and

Authorization

Postage

for

Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 2
Menifee Mayor and City Council
July 19, 2023
Page
227 of 880

City of Menifee Staff Report
PSA with Advantage Mailing for Printing Services and PO for postage July 19, 2023

Page 3 of 3 ends

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FISCAL IMPACT
The estimated fiscal impact of print services and postage in FY 2023/2024 is $110,809 and $120,852 (based on assumed 5% increases in mailing costs and residents reached) in FY 2024/2025 for a total of $231,661. The associated costs have been included as part of the adopted FYs 2023/2024 and 2024/2025 budgets within the Communications Division Account No. 100-4121-51300 (Printing & Duplication) and Account No. 100-4121-51200 (Postage). Funding for the three additional one-year renewals would be established as part of the respective year’s operating budget. No additional budget appropriation action(s) are required.

ATTACHMENTS

1. PSA - Advantage Mailing
Item Title: 10.8
Agreement

with

Advantage

Mailing,

LLC

for

Printing

Services

and

Authorization

Postage

for

Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 3
Menifee Mayor and City Council
July 19, 2023
Page
228 of 880

2671/031858-0001
7630421.2 a05/18/23

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT

PRINTING SERVICES FOR MENIFEE MATTERS AND THE QUALITY OF

LIFE NEWSLETTER
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 ADVANTAGE MAILING, a Limited Liability Company (LLC) (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”

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 19, 2023 and shall end on June 30, 2025 (“Initial Term”). Upon termination of the Initial Term, this Agreement shall automatically renew for one (1) additional one (1) year term (“First Renewal Term”). Upon termination of the First Renewal Term, if it occurs, this Agreement shall automatically renew for one (1) additional one (1) year term (“Second Renewal Term”). Upon termination of the Second Renewal Term, if it occurs, this Agreement shall automatically renew for one (1) additional one (1) year term (“Third Renewal Term”), None of the renewal terms provided hereunder shall occur if the term of this Agreement is otherwise terminated or extended as provided for in Section 8.

The word “term” shall refer to the Initial Term and any renewal term which actually occurs. 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.

Item Title: 10.8
Agreement

with

Advantage

Mailing,

LLC

for

Printing

Services

and

Authorization

Postage

for

Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 4
Menifee Mayor and City Council
July 19, 2023
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1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

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

1.6 .

2. COMPENSATION.

Consultant shall be compensated as provided herein for the Services performed by Consultant. Notwithstanding any contrary indications that may be contained in Consultant’s proposal, City hereby agrees to pay Consultant as follows, provided that the sums listed herein shall be the maximum compensation available to the Consultant combined, in the aggregate:

1. Initial Term: Not to exceed ONE HUNDRED THIRTY-THREE THOUSAND FOUR HUNDRED SIXTY SIX DOLLARS AND ZERO CENTS ($133,466.00); (broken down into SIXTY FOUR THOUSAND ONE HUNDRED TWENTY DOLLARS AND ZERO CENTS ($64,120.00.00) for the first year of the Initial term and SIXTY NINE THOUSAND THREE HUNDRED FOURTY SIX
DOLLARS AND ZERO CENTS ($69,346.00) for the second year of the Initial Term: and

2. First Renewal Term: Annual increase not to exceed 8 % including an increase in volume of up to 5 % based upon the number of households added within the City and a rate increase of up to 3 % based upon a combination the Consumer Price Index (CPI) and Produce Price Index (PPI) for the Riverside-San Bernardino-Ontario published by the Bureau of Labor Statistics for a maximum not to exceed SEVENTY

FOUR THOUSAND NINE HUNDRED NINTY SEVEN DOLLARS AND
ZERO CENTS ($74,997.00); and

3. Second Renewal Term: Annual increase not to exceed 8 % including an increase in volume of up to 5 % based upon the number of households added within the City and a rate increase of up to 3 % based upon a combination the Consumer Price Index (CPI) and Produce Price Index (PPI) for the Riverside-San Bernardino-Ontario published by the Bureau of Labor Statistics for a maximum not to exceed EIGHTY ONE

THOUSAND ONE HUNDRED TEN DOLLARS AND ZERO
CENTS ($81,110.00); and

4. Third Renewal Term: Annual increase not to exceed 8 % including an increase in volume of up to 5 % based upon the number of households added within the City and a rate increase of up to 3 % based upon a combination the Consumer Price Index (CPI) and Produce Price Index (PPI) for the Riverside-San Bernardino-Ontario published by the Bureau of Labor Statistics for a maximum not to exceed EIGHTY SEVEN Item Title: 10.8
Agreement

with

Advantage

Mailing,

LLC

for

Printing

Services

and

Authorization

Postage

for

Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 5
Menifee Mayor and City Council
July 19, 2023
Page
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THOUSAND SEVEN HUNDRED TWENTY DOLLARS AND ZERO
CENTS ($87,720.00).

5. 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;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

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

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Advantage

Mailing,

LLC

for

Printing

Services

and

Authorization

Postage

for

Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 6
Menifee Mayor and City Council
July 19, 2023
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231 of 880

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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.

3. FACILITIES AND EQUIPMENT.

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

4. INSURANCE REQUIREMENTS.

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Advantage

Mailing,

LLC

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Printing

Services

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Authorization

Postage

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Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 7
Menifee Mayor and City Council
July 19, 2023
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232 of 880

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requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement.

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

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

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

Item Title: 10.8
Agreement

with

Advantage

Mailing,

LLC

for

Printing

Services

and

Authorization

Postage

for

Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 8
Menifee Mayor and City Council
July 19, 2023
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233 of 880

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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 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.

Item Title: 10.8
Agreement

with

Advantage

Mailing,

LLC

for

Printing

Services

and

Authorization

Postage

for

Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 9
Menifee Mayor and City Council
July 19, 2023
Page
234 of 880

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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:

PRINTING SERVICES FOR MENIFEE MATTERS AND THE QUALITY OF LIFE NEWSLETTER. 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: 10.8
Agreement

with

Advantage

Mailing,

LLC

for

Printing

Services

and

Authorization

Postage

for

Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 10
Menifee Mayor and City Council
July 19, 2023
Page
235 of 880

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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.

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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Mailing,

LLC

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Printing

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Postage

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Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 11
Menifee Mayor and City Council
July 19, 2023
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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.

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.

7. LEGAL REQUIREMENTS.

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

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Mailing,

LLC

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Printing

Services

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Authorization

Postage

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Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 12
Menifee Mayor and City Council
July 19, 2023
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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.

8. TERMINATION AND MODIFICATION.

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

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

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

8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless Item Title: 10.8
Agreement

with

Advantage

Mailing,

LLC

for

Printing

Services

and

Authorization

Postage

for

Menifee

Matters
Magazines and Quality of Life Newsletters
Item Page Number: 13
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July 19, 2023
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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.

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 Item Title: 10.8
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Item Page Number: 14
Menifee Mayor and City Council
July 19, 2023
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use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.

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

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.

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.

Item Title: 10.8
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Item Page Number: 15
Menifee Mayor and City Council
July 19, 2023
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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 Chris Baker (“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, Rebekah Kramer, City Managers Office (“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:

ADVANTAGE MAILING
Attn: Chris Baker
PO BOX 66013
Anaheim, CA 92816
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Rebekah Kramer, City Managers Office
Item Title: 10.8
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Item Page Number: 16
Menifee Mayor and City Council
July 19, 2023
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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.

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.

Item Title: 10.8
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Item Page Number: 17
Menifee Mayor and City Council
July 19, 2023
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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]
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Item Page Number: 18
Menifee Mayor and City Council
July 19, 2023
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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

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
Item Title: 10.8
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Item Page Number: 19
Menifee Mayor and City Council
July 19, 2023
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EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include Printing Services for Menifee Matters and the Quality of Life Newsletter not to exceed the following amounts, in the aggregate as further detailed in the following page(s).

Initial Term: Not to exceed ONE HUNDRED THIRTY-THREE THOUSAND FOUR HUNDRED SIXTY SIX DOLLARS AND ZERO CENTS ($133,466.00); (broken down into

SIXTY FOUR THOUSAND ONE HUNDRED TWENTY DOLLARS AND ZERO CENTS ($64,120.00.00) for the first year of the Initial term and SIXTY NINE THOUSAND THREE HUNDRED FOURTY SIX DOLLARS AND ZERO CENTS ($69,346.00) for the second year of the Initial Term: and
First Renewal Term: Annual increase not to exceed 8 % including an increase in volume of up to 5 % based upon the number of households added within the City and a rate increase of up to 3 % based upon a combination the Consumer Price Index (CPI) and Produce Price Index (PPI) for the Riverside-San Bernardino-Ontario published by the Bureau of Labor Statistics for a maximum not to exceed SEVENTY FOUR THOUSAND NINE HUNDRED NINTY SEVEN DOLLARS AND ZERO CENTS ($74,997.00); and
Second Renewal Term: Annual increase not to exceed 8 % including an increase in volume of up to 5 % based upon the number of households added within the City and a rate increase of up to 3 % based upon a combination the Consumer Price Index (CPI) and Produce Price Index (PPI) for the Riverside-San Bernardino-Ontario published by the Bureau of Labor Statistics for a maximum not to exceed EIGHTY ONE THOUSAND ONE HUNDRED TEN DOLLARS AND ZERO CENTS ($81,110.00); and
Third Renewal Term: Annual increase not to exceed 8 % including an increase in volume of up to 5 % based upon the number of households added within the City and a rate increase of up to 3 % based upon a combination the Consumer Price Index (CPI) and Produce Price Index (PPI) for the Riverside-San Bernardino-Ontario published by the Bureau of Labor Statistics for a maximum not to exceed EIGHTY SEVEN THOUSAND SEVEN HUNDRED TWENTY DOLLARS AND ZERO CENTS ($87,720.00).

Item Title: 10.8
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Item Page Number: 20
Menifee Mayor and City Council
July 19, 2023
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2671/031858-0001
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Item Title: 10.8
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Item Page Number: 21
Menifee Mayor and City Council
July 19, 2023
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2671/031858-0001
7630421.2 a05/18/23 EXHIBIT A.

Item Title: 10.8
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Item Page Number: 22
Menifee Mayor and City Council
July 19, 2023
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2671/031858-0001
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Item Title: 10.8
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Item Page Number: 23
Menifee Mayor and City Council
July 19, 2023
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2671/031858-0001
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Item Title: 10.8
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Item Page Number: 24
Menifee Mayor and City Council
July 19, 2023
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2671/031858-0001
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Item Title: 10.8
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Item Page Number: 25
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July 19, 2023
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2671/031858-0001
7630421.2 a05/18/23 EXHIBIT A.

Item Title: 10.8
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Item Page Number: 26
Menifee Mayor and City Council
July 19, 2023
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2671/031858-0001
7630421.2 a05/18/23 EXHIBIT A.

Item Title: 10.8
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Item Page Number: 27
Menifee Mayor and City Council
July 19, 2023
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CITY OF MENIFEE
SUBJECT: Agreement with CPS HR Consulting for Training Services MEETING DATE: July 19, 2023
TO: Mayor and City Council
PREPARED BY: Vanessa Barrera, Emergency Management Analyst REVIEWED BY: Jonathan Nicks, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Professional Services Agreement with CPS HR Consulting in an amount not-to-exceed $34,880 for Fiscal Year 2023/2024 for Comprehensive Leadership Skills Training Services.

DISCUSSION
The City of Menifee prides itself in providing exceptional public services and understands that fundamental employee development plays a critical role. Given this, the City is seeking to enter into an Professional Services Agreement (PSA) with CPS HR Consulting to provide Leadership Academy training services. CPS HR Consulting has been delivering experienced training since 2005 to those who work in public sector organizations, including state and local agencies, boards, and commissions and uses curriculum specifically designed for public sector employees.

Leadership Academy training develops a performance-oriented leadership team in keeping with the City’s core values. All directors, managers and supervisors will be included in one of two training sessions. Each session will cover four topics including teamwork, performance management, communications and coaching for performance.

STRATEGIC PLAN OBJECTIVE
Regular City Business

FISCAL IMPACT
The fiscal impact for this item is $34,880 and is currently available within the Fiscal Year 2023/2024 Budget in the Human Resources Training budget (100-4222-52211).

Item Title: 10.9
Agreement with CPS HR Consulting for Training Services
Item Page Number: 1
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July 19, 2023
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City of Menifee Staff Report
PSA - CPS HR Training
July 19, 2023

Page 2 of 2 ends

1 6
7 9

ATTACHMENTS

1. PSA - CPS HR Consulting
Item Title: 10.9
Agreement with CPS HR Consulting for Training Services
Item Page Number: 2
Menifee Mayor and City Council
July 19, 2023
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2671/031858-0001
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CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
CITY OF MENIFEE: COMPREHENSIVE LEADERSHIP SKILLS

TRAINING 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 CPS HR CONSULTING, a California Joint Powers Authority (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. SERVICES.

1.1 Term of Services. The term of this Agreement shall begin on July 1, 2023 and shall end on June 30, 2024 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.

1.4 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.

Item Title: 10.9
Agreement with CPS HR Consulting for Training Services
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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 THIRTY FOUR THOUSAND EIGHT HUNDRED EIGHTY DOLLARS AND ZERO CENTS ($34,880.00) 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.

Invoices shall be submitted to:

City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586
Item Title: 10.9
Agreement with CPS HR Consulting for Training Services
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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.

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

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

2.7 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.

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 Item Title: 10.9
Agreement with CPS HR Consulting for Training Services
Item Page Number: 5
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maintain the insurance policies required by this section throughout the term of this Agreement.

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

Item Title: 10.9
Agreement with CPS HR Consulting for Training Services
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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.

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Agreement with CPS HR Consulting for Training Services
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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: CITY OF MENIFEE. 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.

During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each Item Title: 10.9
Agreement with CPS HR Consulting for Training Services
Item Page Number: 8
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July 19, 2023
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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.

SECTION 5. INDEMNIFICATION.

Item Title: 10.9
Agreement with CPS HR Consulting for Training Services
Item Page Number: 9
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July 19, 2023
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SECTION 6. STATUS OF CONSULTANT.

SECTION 7. LEGAL REQUIREMENTS.

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

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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.

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.

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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.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 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 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.

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

SECTION 10. MISCELLANEOUS PROVISIONS.

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 Karen Evans (“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.

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10.8 City Contract Administration. This Agreement shall be administered by a City employee, Vanessa Barrera, Management 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:

CPS HR CONSULTING
Attn: Karen Evans
2450 DEL PASO RD. STE 120
Sacramento, CA 95834
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Vanessa Barrera, Management Analyst
with a copy to:

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

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 Item Title: 10.9
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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.

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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
Melissa Asher, Senior Practice Leader

Sandy MacDonald-Hopp, Chief Financial
Officer
[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.

EXHIBIT A

SCOPE OF SERVICES
Services shall include Comprehensive Leadership Skills Trainging Services in the amount not to exceed THIRTY FOUR THOUSAND EIGHT HUNDRED EIGHTY DOLLARS AND ZERO CENTS ($34,880.00) as further detailed in the following page(s).

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2671/031858-0001
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CITY OF MENIFEE
SUBJECT: Agreement with Parsons for Professional Environmental and Civil Design Services for the Menifee Road Widening Project MEETING DATE: July 19, 2023
TO: Mayor and City Council
PREPARED BY: Luke Qu, Associate Engineer
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 a Professional Services Agreement with Parsons for environmental and civil design services in an amount not-to-exceed $974,310 for the Menifee Road Widening Project, CIP No. 23-12.

DISCUSSION
The Menifee Road Widening Project, Capital Improvement Program (CIP) No. 23-12 proposes widening the segment of Menifee Road between Garbani Road and Scott Road from an existing two-lane road to a four-lane corridor. The Project would also relocate existing overhead utilities, modify existing storm drain culverts impacted by the widening of the road, and install sidewalk and pedestrian ramps.

On March 22, 2023, staff administered a formal bid process on PlanetBids and solicited proposals for environmental and civil design services through a competitive Request for Proposal (RFP).

The scope of work for the requested design services included project management, preliminary and final engineering design, environmental studies and environmental document preparation, submittals to environmental permitting agencies, coordination with utility and jurisdictional agencies, community outreach, right-of-way acquisition, and development of Plans, Specifications, and Estimates (PS&E).

The City received proposals from nine firms by the bid due date. Staff members with experience on similar projects served as the evaluation team to review the submitted proposals and score each proposal based on the firm’s qualifications of different aspects of the scope of work. Each firm was ranked based on scores received by the evaluation team. Scores from all members of the evaluation team are equally weighted. The evaluation team then conducted interviews with the top three ranked firms on May 18, 2023. The evaluation team scored all three firms based on presentations made and a question-and-answer session conducted after each presentation, as summarized in Table 1 on the following page. Parsons ranked first among the three firms invited to the interview. The evaluation team determined that Parsons was the most qualified design consultant for the Project and their proposal was most closely aligned with the deliverables Item Title: 10.10
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City of Menifee Staff Report
CIP 23-12 Parsons Design Award
July 19, 2023

Page 2 of 2 ends

1 7
0 1
outlined within the scope of the RFP. Staff proceeded to open Parsons’s cost proposal of $974,310 and determined the proposed fee was within the Project’s existing budget and under the independent cost estimate of $1,330,000.

Table 1 – Firm Ranking Summary
Firm Name Qualification Ranking Interview Score Proposed Fee Parsons 1 83.50 $974,310
Wood Rodgers 2 82.67 $1,718,613
Civil Pros 3 79.83 $1,509,759
City Council’s action is required for approval of the proposed Professional Services Agreement (PSA) for the environmental and civil design services with Parsons, as the total amount of the agreement exceeds the City Manager’s signing authority.

STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility

FISCAL IMPACT
The total anticipated cost for the PSA would be $974,310. Funding for award of the proposed PSA is available within the existing Project budget in the current fiscal year, as summarized in Table 2 below.

Table 2 – Existing Project Budget
Fund Project Account
Number
Available
Balance
Cost of
Services
TUMF Fees Menifee Road Widening 310-4555-58166 $2,169,000 $974,310

ATTACHMENTS

1. Project Location Map

2. PSA – CIP 23-12
Item Title: 10.10
Agreement with Parsons for Professional Environmental and Civil Design Services for the Menifee Road Widening Project Item Page Number: 2
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Agr
ipina
Ln
Eagle Rd
ChaparralView Dr
Hook Ln
M
enifee
Rd
Bellamy Ln
Eastbourne
Ct
Lanesbridge St
Hayforth
Cir
Loretta Ave
Afton Ln
Lin
ecro
ft
Ct
Garbani Rd
Whitehaven CtHeversham Ct
Kendal Ct
Brampton Ct
Gelder Cir
Pitm
an
Ln
Merjanian Rd
Eurton Ln
Garland Ln
Haleblian Rd
Scott Rd
Wickerd Rd
Avalon Ln
215
Via Los
Rosas
Briggs Rd
La Piedra Rd
Holland Rd
Garbani Rd
Scott Rd
Antel
ope
Rd
Project Site
0 0.1 0.2
Miles
Date: 2/23/2023
Menifee Road Widening (Scott Road to Garbani Road)
Project Location Map
Scott Rd
Garbani Rd
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CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
CIP 23-12 MENIFEE ROAD WIDENING PROJECT
(PROFESSIONAL ENVIRONMENTAL & CIVIL DESIGN 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 PARSONS, a California S-Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

1.1 Term of Services. The term of this Agreement shall begin on July 19, 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.

1.4 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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SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed NINE HUNDRED SEVENTY

FOUR THOUSAND THREE HUNDRED TEN DOLLARS AND ZERO
CENTS ($974,310.00) 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.

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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

2.3 Final Payment. City shall pay the last ten percent (10%) 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.

2.5 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.

SECTION 3. FACILITIES AND EQUIPMENT.

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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.

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: 10.10
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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.

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: 10.10
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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: CIP 23-12 MENIFEE ROAD WIDENING PROJECT (PROFESSIONAL ENVIRONMENTAL & CIVIL DESIGN 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.

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

SECTION 5. INDEMNIFICATION.

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5.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 5 to the contrary, design professionals 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.

5.4 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.

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SECTION 7. LEGAL REQUIREMENTS.

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

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

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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.

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

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; Item Title: 10.10
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c. Retain a different consultant to complete the Services described in Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

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SECTION 10. MISCELLANEOUS PROVISIONS.

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 Rick McAlpin, Vice President (“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.

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10.8 City Contract Administration. This Agreement shall be administered by a City employee, Luke Qu, Associate Engineer (“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:

PARSONS
Attn: Rick McAlpin, Vice President
3200 East Guasti Road, Suite 200
Ontario, CA 91761
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Luke Qu, Associate Engineer
with a copy to:

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

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 Item Title: 10.10
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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.

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7 0
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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
Rick McAlpin, President
Gregory Gharib, Senior Program Director
[Corporation must have two signatures]
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EXHIBIT A

SCOPE OF SERVICES
Services shall include CIP 23-12 Menifee Road Widening Project (Professional Environmental & Civil Design Services) in the amount not to exceed NINE HUNDRED SEVENTY FOUR THOUSAND THREE HUNDRED TEN DOLLARS AND ZERO CENTS ($974,310.00) as further detailed in the following page(s).

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CITY OF MENIFEE
SUBJECT: Agreement Amendment with Axon Enterprise, Inc. for Police Department Body Worn Camera Licenses
MEETING DATE: July 19, 2023
TO: Mayor and City Council
PREPARED BY: Christine Booker, Budgets & Grants Analyst REVIEWED BY: Pat Walsh, Acting Police Chief
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 4 to the Master Services and Purchasing Agreement with Axon Enterprise, Inc. in an amount not-to-exceed $5,478.30 for Axon devices and services for Fiscal Years 2023/2024 and 2024/2025; and

2. Exempt the purchase above from the competitive bidding as the purchase will be made under the Cooperative Purchasing Agreement (“Piggyback”) with NPPGov (Contract# PS20270); and

3. Authorize the City Manager to execute the required documents and the Finance Department to issue a corresponding Purchase Order for the purchase(s), and contract(s) and/or amendments.

DISCUSSION
As the City of Menifee grows, Menifee Police Department strives to utilize technology to create a transparent and safe environment for staff and the public. Amendment No. 4 to the existing master services agreement includes the purchase of five new license bundles to outfit the staff allocated to the department. The term length would not be impacted by this Amendment.

Pursuant to Menifee Municipal Code Chapter 3.12.090, any change order in an amount greater than $25,000 or any change order which, when considered with the aggregate amount of all other changes to a contract, exceeds 10% of the original contract cost, shall be approved by the City Council. All other terms of the agreement shall remain the same.

By using the NPPGov Cooperative Purchasing Agreement Contracts with the selected vendor, the City can forego the competitive bidding process and leverage the price established in the RFP Item Title: 10.11
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City of Menifee Staff Report
Axon Am. 4
July 19, 2023

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1 6
8 3
process without needing to complete a bid. The prices offered by the NPPGov are a result of a competitive bid process completed by another government agency. The vendor selected from that competitive process is awarded a main contract from which other agencies can “piggyback” or obtain the same pricing/options. As allowed under the Menifee Municipal Code Section

3.12.070(6), the City can utilize a cooperative purchasing agreement in the procurement of equipment and supplies. This is advantageous to the City as it provides notable reduced pricing, as well as reduced administrative time and costs.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The current fiscal impact for this item is $2,739.15 per year. This item is currently budgeted for both Fiscal Years 2023/2024 and 2024/2025 in Account No. 100-4911-52800.

Account Fiscal Year Total
100-4911-52800 2023/2024 $2,739.15
100-4911-52800 2024/2025 $2,739.15
TOTAL $5,478.30

ATTACHMENTS

1. Axon Quote- Licenses

2. Original Agreement

3. Amendment No. 1

4. Amendment No. 2

5. Amendment No. 3
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Fourth Amendment to Master Services
and Purchasing Agreement
This Fourth Amendment (“Amendment”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and Menifee Police Department (“Agency”). This Amendment is effective as of the last signature date on this Amendment (“Effective Date”). Axon and Agency are each a “Party” and collectively “Parties”.

Axon and Agency are parties to a Master Services and Purchasing Agreement with an effective date of December 27, 2019, as amended by that certain Amendment No. 1 entered into on August 6, 2020, as modified by that certain Phase 2 update to the Agreement executed on February 22,2021, as amended by that certain Amendment No. 2 entered into October 20, 2021, as amended by that certain Amendment No. 3 entered into on August 8, 2022.” (“Agreement”).

The Parties wish to incorporate further changes into the Agreement regarding the attached Quote Q-434813-45019.713KP (“Attachment A”).

The Parties therefore agree as follows:

1. Attachment A is hereby incorporated into the Agreement, including the pricing and the applicable terms and conditions.

2. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect.

Ea
ch representative identified below declares that the representative is authorized to execute this Amendment as of the date of signature.

AXON: AGENCY:

Axon Enterprise, Inc. Menifee Police Department
Signature: Signature: _______________
Name: Name:

Title: Title:

Date: Date:

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Attachment A
Axon Quote
(See Next Page)
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Q-434813-45019.713KP
Issued: 04/03/2023
Quote Expiration: 04/30/2023
Estimated Contract Start Date: 05/01/2023
Account Number: 508779
Payment Terms: N30
Delivery Method:

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Menifee Police Dept.-29714 Haun Rd Menifee Police Dept. - CA Kyle Panasewicz RAUL PEREZ 29714 Haun Rd 29844 Haun Rd Phone: +1 4803294734 Phone: (916) 214-1481 Menifee, CA 92586-6540 Menifee, CA 92586-6539 Email: [email protected] Email: [email protected] USA USA Fax: (480) 905-2071 Fax:

Email:

Quote Summary Discount Summary
Program Length 27 Months Average Savings Per Year ($94.80) TOTAL COST $5,478.30
ESTIMATED TOTAL W/ TAX $5,478.30 TOTAL SAVINGS ($213.30)

Payment Summary
Date Subtotal Tax Total
May 2023 $2,739.15 $0.00 $2,739.15
Jul 2024 $2,739.15 $0.00 $2,739.15
Total $5,478.30 $0.00 $5,478.30
Axon Enterprise, Inc.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737
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Quote Unbundled Price: $5,265.00
Quote List Price: $5,265.00
Quote Subtotal: $5,478.30
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total A la Carte Software
ProLicense Pro License Bundle 5 27 $39.00 $40.58 $5,478.30 $0.00 $5,478.30 Total $5,478.30 $0.00 $5,478.30
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Delivery Schedule
Software
Bundle Item Description QTY Estimated Start Date Estimated End Date Pro License Bundle 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 15 05/01/2023 07/31/2025 Pro License Bundle 73746 PROFESSIONAL EVIDENCE.COM LICENSE 5 05/01/2023 07/31/2025 Item Title: 10.11
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Payment Details
May 2023
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 ProLicense Pro License Bundle 5 $2,739.15 $0.00 $2,739.15 Total $2,739.15 $0.00 $2,739.15
Jul 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 ProLicense Pro License Bundle 5 $2,739.15 $0.00 $2,739.15 Total $2,739.15 $0.00 $2,739.15

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Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:

This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.

ACEIP:

The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.

Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.

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\s1\ \d1\
Signature Date Signed
4/3/2023
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Docusign Envelope lD: 019D9552-669C-4C1D-A156"61780854EDC8 ANXCN First Amendment to Master Services and Purchasing Agreement This First Amendment ("Amendment") is between Axon Enterprise, lnc., a Delaware corporation ("Axon"). and Menifee Police Department ("Agency"). This Amendment is effective as of the last signature date on this Amendment ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties".

Axon and Agency are parties to a Master Services and Purchasing Agreement with an effective date of December 27, 2020 ("A9reement").

The Parties wish to incorporate further changes into the Agreement and to the Quote, as defined in the Agreement.

The Parties therefore agree as follows:

1. All references in the Agreement to the Menifee Police Department are hereby replaced with the City of Menifee.

2. Section 1 of the Agreement is hereby deleted in its entirety and replaced with the following:

This Agreement begins on the Effective Date and continues for 5 years ("Term"). Agency may renew this Agreement for an additional 5 years upon execution of a new quote. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order. whichever is first.

3. Section 7.4.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed $ 1.000,000. Neither Party will be liable for direct, special, indirect, incidental, punitive, or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory

4. Quote is hereby redefined to include Quotes #Q-240779 and #Q-241664 (the "Original Quotes"), and Quote #Q-256296 (the "New Quote").

5. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect.

Each representative identified below declares that the representative is authorized to execute this Amendment as of the date of signature.

Axon Enterprise, lnc. Agency
Signature:
o"+{*
Signature: y'.Lz ak-!/, n, a.,--2, 11,,-4/ t--r
Name:

Robert Driscoll, vp, Associate Genera.l Counsel Armando G. v'i'l I aName:

Title: vP, Associate General Counsel Title. city Manage r 7 /22/2O2O 8/ 6/ 2020

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G7"[0".
^^,^-chrn9, City Attorney FeTrA.' 1otd" *tr "tre ry c brk Date: Date:

Approved As to Form:

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Axon Enterprise, lnc.
178m N 85h St
Scottsdale, Arizona 85255
United Strates
Phone: (800) 978-2737
-cA
I Quole Expiration: 07lO1l2O2O
Payment Terms: Net 30
Delivery Method: Fedex - Ground
Contract Number: 00025429

SALES REPRESENTATIVE
Kyie Panasewicz
Phone: (480) 905-2071
Email [email protected]
Fax: (480) 658-0673

BILL TO
Menifee Police Dept
29714 Haun Rd.

Menifee, CA 92586
US

PRIMARY CONTACT
Dave Gutierrez
Phone: (951) 723-1520
Email: dgulerrez@menifeepolice org
lssued: 06/01/2020
Account Number 508779
Year 'l
73842

0.00 0.00

0.00 o.ool

0.00 524.25
121.25

43.90 0.00

0.00 3,145.50
1,121.25

43.90 0.00

0.00 It€m Doscription
Axon Planr e Peckege3
73746 PROFESSIONAL EVIDENCE COM LICENSE
EVIDENCE COI,I UNLIMIIED AXON DEVICE/Jo6o sroRAGE
73683 1O GB EVIDENCE COM A.LA-CART STORAGE
73680 AWARE PLUS LICENSE
73682 AUTO TAGGING LICENSE
Hardwarc
73202 AXON BODY 3 - NA10
74210 AXON BODY 3.8 BAY DOCK
WALL MOUNT BRACKET, ASSY/uuJJ EVTDENCE.coMDocK
74028 WING CLIP IVIOUNT, AXON RAPIDLOCK
1't534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2
Othor

UNLIMITED EVIDENCE,COM TAP BUNDLE

PAYMENT

UNLIMITED EVIDENCE,COM TAP BUNDLE
TRUE UP PAYMENT YEAR 1
AB3 CAMERA TAP WARRANTY
AB3 8 BAY DOCK TAP WARRANry

71.70 0.00

0.00 Term
(Months) Quantity List Unit
Price Net Unit Prlce Total (USD)
59 59
59 11
11 11
2 59
59 6
6 0.00

0.00 0.00

0.00 0.00
24 6
6 6
1 1
11 6
979 006
6 6
1 979.00 5,874 00
430.20

0.00 0.00
Protect LifeQ-25629643983.808KP
1 Docusign Envelope lDr 019D9552-669C-4C1D-A156-61780854EDC8

SHIP TO
Dave Gutierrez
Menifee Police Dept. - CA
29844 Haun Rd.

Menifee, CA 92586
US
Q-2s629643983.808KP

0.00 0.00

0.00 699.00
1,495.00

43.90 0.00

0.00 7',t.70

0.00 0.00
738r'.3
73827
73828
Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
384 of 880

Docusign Envelope lD: 019D9552-669C-4C1D-A156,61780854EDC8 Year 1 (Continued)
Item Description
Othor (Contlnu.d)
-71^1o NORTH AMER POWER CORD FOR AB3 B-
BAY AB2 '.BAY / 6.BAY DOCK
73666 AWARE PLUS PAYMENT
73835 AUTO TAGGING LICENSE PAYMENT
Torm
(Months)
11 11
Term
(Months)
Quantity
Quantity
List Unit
Price Net Unit Price Total(USD)
0000.00
275.OO
165.00

0.00 1,650.00
990.00
13,254.85

0.00 0.00
13,2s4.85
275.00
165.00
Subtotal
Estimated
Shipping
Estimated Tax
Total
Year 2
It6m
Other
73842
73835
73666
Year 3
Item
Other
73309
73842
73689
73835
73666
Description
Description
List Unit
Price Net Unit Prics Total (USD)
068.OO I
180.00
30o.oo

6.408.00
Subtotal
Estimated Tax
Total
Net Unit Price Total (USD)

0.00 000

1.068 00

UNLIMITED EVIDENCE,COM TAP BUNDLE

PAYMENT

AUTO TAGGING LICENSE PAYMENT

AWARE PLUS PAYMENT
12 12
12 6
6 6
1,068.00
180.00
300.00
1,080.00
1,800.00
9,288.00

0.00 9,288.00

AXON BODY CAMERA REFRESH ONE
UNLIMITED EVIOENCE.COM TAP BUNDLE

PAYMENT

MULTI-BAY BWC DOCK MID REFRESH

AUTO TAGGING LICENSE PAYMENT

AWARE PLUS PAYMENT

0.00 1,068.00

0.00 180.00
300.00
Term
(Months)
12 12
12 List Unit
Price
6 6
1 6
6,408.00

0.00 1,080.00
1,800 00
9,288.00

0.00 9,288.00

0.00 180.00
300.00
Subtotal
Estimat€d Tax
Total
o-25629643983.808KP
2 1
6 6
Quantity
Prctect Life.

Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
385 of 880

Docusign Envelope lD: 019D9552-669C-4C1D'A156 61780854EDC8 Year 4
Year 5
73812
73310
73842
73688
73835
73835
73666

UNLIMITED EVIDENCE,COM TAP BUNDLE

PAYMENT

AUTO TAGGING LICENSE PAYMENT

AWARE PLUS PAYMENT

AXON BODY CAMERA REFRESH TWO
UNLIMITED EVIDENCE.COM TAP BUNDLE

PAYMENT

MULTI-BAY BWC DOCK FINAL REFRESH

AUTO TAGGING LICENSE PAYMENT

AWARE PLUS PAYMENT
12 12 6
6 1,068.00
180.00
300.00

0.00 1,068.00

0.00 '180.00
300.00
1,068.00
'180.00
300.00
Subtotal
Estimated Tax
Total

0.00 1,068.00

0.00 180.00
300.00
Subtotal
Estimated Tax
Total
6,408.00
1,080.00
1,800.00
9,288.00

0.00 9,288.00
000

6.408.00

0.00 '1,080.00
1,800.00
9,288.00

0.00 9,288.00
12 6
6 1
6 6
12 12
Item Description Net Unit Prlco Total (USD)Term
(Months) Quantity Ll8t Unit
Price
Item Description Term
(Months) Quantity List unit
Price Net Unit Prics Total (USD)
Grand Total 50,406.85
Q-256296{3983.808KP
3 Prctect Life.

Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
386 of 880

Docusign Envelope lD: 019D9552-669C-4C1D-A156-61780854EDC8 AAXON
Discounts rusol
Quoto Expiration: 07/01/2020
*Total excludes applicable taxes
Summary of Payments
List Amount 51 ,829.1 0
Discounts 1,422.25
Total 50,406.85
Amount (USD)
Year 'l 13,254.85
Year 2 9,288.00
Year 3 9,288.00
Year 4 9,288.00
Year 5 9,288.00
Grand Total 50,406.85
Q-256295.43983.808KP
4 Payment
Protect Life,
Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
387 of 880

Docusign Envelope lD: 019D9552-669C-4C1D-Al56-61780854EDC8 Tax is subiecl to change al order proc$3ing with valid exemptron Axon's Sales Terms and Conditions
This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at wlwv axon com/leqal/sales terrns'and-conditrons), as \/ell as the anached Statement of Work (SOVU for Axon Fleet and/or Axon lnlerview Room purchase, if applicable. Any purchase order issued in response to this Ouote is subject solely to the above referenced terms and condilions By signing below, you represent that you are laMully able to enter into conlracls. llyou are signing on behalf of an entity (including but not limited to the company, municipality, or govemment agency for whom you wo*), you represenl to Axon lhat you have legal aulhority to bind that enlity. lf you do not have this authority, please do not sign this Ouole.

Signaturo:

PO# (O. w.itq
N/A):
o',{- oate. 8/6/2O20
Name (Print): Armando G' Villa Titlo: City Manaqer
Please sagn and email to Kyle Panasewicz at [email protected] or fax to (480) 658-0673 Thank you for being a valued Axon customer. For your convenien@ on your nexl order, please check out our online store buv.axon com The lrademarks referenced above are the property oftheir respeclive owners.

Thr3 quore is co-termed with quote 0-240779 (erecuted conrract ,100025429). Yesr one has b€€n pro-rated lo 10.5 months lo 6lign with agency .nnusl billing dates This has baon done according to an anticipated ship del€ renge ol 7ltl202O-7lt5l2O2O The enddate ol these subscnpfions is subjectlo chsnge if0re ship/start date chang€s Aron Eody 3 and I Bay dock containgd in this quote will b€ covered under $e T.chnology Assurance Plan (TAP) and will be eligible ior 2 replacements accoding th. contracl OrderType:

Ri,/lA#:

Address Used:

SO#l
SFDC Conlract#:

Commenls:

I
Notes
**Axon lnt€rnal Us6 Only*
Review 1 Review2
Q-256296{3983.808KP
5 Prctect Lile.

Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
388 of 880

Second Amendment to Master
Services and Purchasing Agreement

Page 1 of 2 ends

This Second Amendment (“ Amendment”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and Menifee Police Department (“Agency”). This Amendment is effective as of the last signature date on this Amendment (“Effective Date”). Axon and Agency are each a “Party” and collectively “Parties”.

Axon and Agency are parties to a Master Services and Purchasing Agreement (originated from signed Quote Q-287667-44244.590KP) with an effective date of February 22, 2021 (“Agreement”).

The Parties wish to incorporate further changes into the Agreement regarding the attached Quote Q- 335502-44456.681 KP (“Attachment A”).

The Parties therefore agree as follows:

1. Attachment A is hereby incorporated into the Agreement , including the pricing and the applicable terms and conditions.

2. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect.

Each representative identified below declares that the representative is authorized to execute this Amendment as of the date of signature.

Axon Enterprise, Inc. City of Menifee

Signature:

Name:

Title:

Date:

DocuSign Envelope ID: 1CF7DA01-C70F-4342-834C-503D6F14CB83 VP, Associate General Counsel
10/7/2021
Bobby Driscoll
DocuSign Envelope ID: B1885269-FA06-47AF-A190-810020660A21 Armando G. Villa
City Manager
October 20, 2021
Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
389 of 880

Second Amendment to Master
Services and Purchasing Agreement

Page 2 of 2 ends

Attachment A

DocuSign Envelope ID: 1CF7DA01-C70F-4342-834C-503D6F14CB83 DocuSign Envelope ID: B1885269-FA06-47AF-A190-810020660A21 Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
390 of 880

Axon Enterprise, lr1,c.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737

SHIP TO BILL TO
29714 Haun Rd
29714 Haun Rd
Menifee, CA 92586-6540
USA

PAYMENT PLAN

PLAN NAME
Year 1 Upfront
Year 1
Year 2
Year3
Year 4
1 Menifee Police Dept. . CA
29844 Haun Rd
Menifee, CA 92586-6539
USA
Email:
$79,622.98
$83,411.88

INVOICE DATE
Oct, 2021
Oct, 2021
Jul, 2022
Jul, 2023
Jul, 2024
..

Q-335502-44456.681 KP
Issued 09/17/2021
Quote Expiration: 10/15/2021
EST Contract Start Date 11/01/2021
Account Number 508779
Paymen!Terms: N30
Delivery Method: Fedex • Ground

SALES REPRESENTATIVE PRIMARY CONTACT
Bundle Savings
Kyle Panasewicz
Phone: +1 4803294734
Email: [email protected]
Fax: (480) 905-2071
Additional Savings

TOT AL SAVINGS

TAX AMOUNT
$2,306.07
$370.71
$370.71
$370.71
$370.71
Phone: (951) 746-8314
Email: [email protected]
Fax:
$42,211.57
$2,756.25
$44,967.82

AMOUNT DUE
$29,815.96
$13,398.98
$13,398.98
$13,398.98
$13,398.98
Q-335502-44456.681KP
DocuSign Envelope ID: 1CF7DA01-C70F-4342-834C-503D6F14CB83 DocuSign Envelope ID: B1885269-FA06-47AF-A190-810020660A21 Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
391 of 880

DocuSign Envelope ID: 1CF7DA01-C70F-4342-834C-503D6F14CB83 DocuSign Envelope ID: B1885269-FA06-47AF-A190-810020660A21 Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
392 of 880

DocuSign Envelope ID: 1CF7DA01-C70F-4342-834C-503D6F14CB83 DocuSign Envelope ID: B1885269-FA06-47AF-A190-810020660A21 Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
393 of 880

DocuSign Envelope ID: 1CF7DA01-C70F-4342-834C-503D6F14CB83 DocuSign Envelope ID: B1885269-FA06-47AF-A190-810020660A21 Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
394 of 880

DocuSign Envelope ID: 1CF7DA01-C70F-4342-834C-503D6F14CB83 DocuSign Envelope ID: B1885269-FA06-47AF-A190-810020660A21 Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
395 of 880

Signature Date Signed
9/17/2021
6 Q-335502-44456.681 KP
City of Menifee
DocuSign Envelope ID: 1CF7DA01-C70F-4342-834C-503D6F14CB83 DocuSign Envelope ID: B1885269-FA06-47AF-A190-810020660A21 October 20, 2021
Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
396 of 880

DocuSign Envelope ID: 1C73007C-B4EA-475B-97E6-AE5329CAA882 Third Amendment to Master Services
and Purchasing Agreement

Page 1 of 2 ends

This Third Amendment (“Amendment”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and Manifee PD (“Agency”). This Amendment is effective as of the last signature date on this Amendment (“Effective Date”). Axon and Agency are each a “Party” and collectively “Parties”.

Axon and Agency are parties to a Master Services and Purchasing Agreement (originated from signed Quote Q-287667-44244.590KP) with an effective date of February 22, 2021 (“Agreement”).

The Parties wish to incorporate further changes into the Agreement regarding the attached Quote Q - 378932-44634.850KP (“Attachment A”).

The Parties therefore agree as follows:

1. Attachment A is hereby incorporated into the Agreement, including the pricing and the applicable terms and conditions.

2. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect.

Each representative identified below declares that the representative is authorized to execute this Amendment as of the date of signature.

Axon Enterprise, Inc. Agency

Signature: Signature:

Name: Bobby Driscoll Name: Armando G. Villa

Title: Vice President Title: City Manager

Date:

8/5/2022

Date:

Attest:

Stephanie Roseen, Acting City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: 1C004941-BC70-43A5-A9D6-6D8FF7DA389A 8/8/2022
Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
397 of 880

DocuSign Envelope ID: 1C73007C-B4EA-475B-97E6-AE5329CAA882 Third Amendment to Master Services
and Purchasing Agreement

Page 2 of 2 ends

Attachment A

See next page
DocuSign Envelope ID: 1C004941-BC70-43A5-A9D6-6D8FF7DA389A Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
398 of 880

DocuSign Envelope ID: 1C73007C-B4EA-475B-97E6-AE5329CAA882 Q-378932-44634.850KP Page 1

Program Length 38 M onths
TOTAL COST $7,221.00
ESTIMATED TOTAL W/ TAX $7,852.84

Average Savings Per Year $485.88
TOTAL SAVINGS $1,538.61

Axon Enterprise, Inc.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737
Q-378932-44634.850KP

Account Number: 508779
Payment Terms: N30
Delivery Method: Fedex - Ground

Quote Summary Discount Summary

Payment Summary

Date Subtotal Tax Total
May 2022 $1,805.25 $157.95 $1,963.20
Jun 2022 $1,805.25 $157.95 $1,963.20
Jun 2023 $1,805.25 $157.95 $1,963.20
Jun 2024 $1,805.25 $157.99 $1,963.24
Total $7,221.00 $631.84 $7,852.84

SALES REPRESENTATIVE PRIMARY CONTACT
Kyle Panasewicz Paul Barbieri
Phone: +1 4803294734 Phone: (951) 746-8314
Email: [email protected] Email: [email protected] Fax: (480) 905-2071 Fax:

SHIP TO BILL TO
29714 Haun Rd Menifee Police Dept. - CA
29714 Haun Rd 29844 Haun Rd
Menifee, CA 92586-6540 Menifee, CA 92586-6539

USA USA
Email:

Quote Expiration: 05/31/2022
Estimated Contract Start Date: 06/01/2022
Issued: 03/14/2022
DocuSign Envelope ID: 1C004941-BC70-43A5-A9D6-6D8FF7DA389A Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
399 of 880

DocuSign Envelope ID: 1C73007C-B4EA-475B-97E6-AE5329CAA882 Q-378932-44634.850KP Page 2

Quote Unbundled Price: $8,760.03
Quote List Price: $7,221.00
Quote Subtotal: $7,221.00
Pricing

All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program
BWCamTAP Body Worn Camera TAP Bundle 3 61 $36.41 $28.00 $28.00 $5,124.00 $448.35 $5,572.35 A la Carte Hardware
AB3C AB3 Camera Bundle 3 $699.00 $699.00 $2,097.00 $183.49 $2,280.49 Total $7,221.00 $631.84 $7,852.84
DocuSign Envelope ID: 1C004941-BC70-43A5-A9D6-6D8FF7DA389A Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
400 of 880

DocuSign Envelope ID: 1C73007C-B4EA-475B-97E6-AE5329CAA882 Q-378932-44634.850KP Page 3

Delivery Schedule

Hardware
Bundle Item Description QTY Estimated Delivery Date
AB3 Camera Bundle 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 4 05/01/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 3 05/01/2022 AB3 Camera Bundle 74028 WING CLIP MOUNT, AXON RAPIDLOCK 4 05/01/2022 Body Worn Camera TAP Bundle 73309 AXON CAMERA REFRESH ONE 3 11/01/2024 Body Worn Camera TAP Bundle 73310 AXON CAMERA REFRESH TWO 3 05/01/2027

Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date Body Worn Camera TAP Bundle 80464 EXT WARRANTY, CAMERA (TAP) 3 07/01/2020 07/31/2025 DocuSign Envelope ID: 1C004941-BC70-43A5-A9D6-6D8FF7DA389A Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
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DocuSign Envelope ID: 1C73007C-B4EA-475B-97E6-AE5329CAA882 Q-378932-44634.850KP Page 4

Payment Details

May 2022
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 AB3C AB3 Camera Bundle 3 $524.25 $45.87 $570.12
Year 1 BWCamTAP Body Worn Camera TAP Bundle 3 $1,281.00 $112.08 $1,393.08 Total $1,805.25 $157.95 $1,963.20

Jun 2022
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 AB3C AB3 Camera Bundle 3 $524.25 $45.87 $570.12
Year 2 BWCamTAP Body Worn Camera TAP Bundle 3 $1,281.00 $112.08 $1,393.08 Total $1,805.25 $157.95 $1,963.20

Jun 2023
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 AB3C AB3 Camera Bundle 3 $524.25 $45.87 $570.12
Year 3 BWCamTAP Body Worn Camera TAP Bundle 3 $1,281.00 $112.08 $1,393.08 Total $1,805.25 $157.95 $1,963.20

Jun 2024
Invoice Plan Item Description Qty Subtotal Tax Total
aDX4y000000TQNp AB3C AB3 Camera Bundle 3 $524.25 $45.87 $570.12 aDX4y000000TQNp BWCamTAP Body Worn Camera TAP Bundle 3 $1,281.00 $112.12 $1,393.12 Total $1,805.25 $157.99 $1,963.24
DocuSign Envelope ID: 1C004941-BC70-43A5-A9D6-6D8FF7DA389A Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
402 of 880

DocuSign Envelope ID: 1C73007C-B4EA-475B-97E6-AE5329CAA882 Q-378932-44634.850KP Page 5

Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Standard Terms and Conditions

Axon Enterprise Inc. Sales Terms and Conditions

Axon Master Services and Purchasing Agreement:

ACEIP:

Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality , or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.

DocuSign Envelope ID: 1C004941-BC70-43A5-A9D6-6D8FF7DA389A Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
403 of 880

DocuSign Envelope ID: 1C73007C-B4EA-475B-97E6-AE5329CAA882 Q-378932-44634.850KP Page 6

Signature Date Signed

3/14/2022

DocuSign Envelope ID: 1C004941-BC70-43A5-A9D6-6D8FF7DA389A 8/8/2022
Item Title: 10.11
Menifee Mayor and City Council
July 19, 2023
Page
404 of 880

CITY OF MENIFEE
SUBJECT: Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services MEETING DATE: July 19, 2023
TO: Mayor and City Council
PREPARED BY: Laura Sportelli, Management Analyst
REVIEWED BY: Cheryl Kitzerow, Community Development Director APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 2 to the 2022/2023 Professional Services Agreement with Interwest Consulting Group, Inc., to increase the contract by $35,000 for a total amount not-to-exceed $365,000 for as-needed plan review services.

DISCUSSION
The City’s Building & Safety Division utilizes professional consultants to provide supplementary plan review services on an as-needed basis. Accordingly, on June 15, 2022, the City Council approved a Professional Services Agreement (PSA) in the amount not-to-exceed $300,000 for as-needed plan review services for the Fiscal Year 2022/2023 period. Subsequently, due to increased plan review activity and an unexpected spike in projects with concurrent processing in April, Amendment No. 1 in the amount of $30,000 was approved and executed on June 22, 2023.

The current PSA for building plan checks is insufficient due to the increased plan reviews and billings for May and June. Consequently, staff is recommending the execution of a Second Amendment to the existing agreement with Interwest Consulting Group, Inc., to increase the contract amount by $35,0000 for a total not-to-exceed amount of $365,000 for the close of last fiscal year.

All other terms of the agreement, including scope and term of services would remain the same.

Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 1
Menifee Mayor and City Council
July 19, 2023
Page
405 of 880

City of Menifee Staff Report
Interwest Amendment No.2
July 19, 2023

Page 2 of 2 ends

1 6
8 4

STRATEGIC PLAN OBJECTIVE
Thriving Economy

FISCAL IMPACT
The fiscal impact of the proposed Amendment No. 2 to the existing PSA with Interwest Consulting Group, Inc. is $35,000. The total impact of the PSA is $365,000. The costs associated with this Amendment would be funded through available funds within the Building & Safety Division’s Fiscal Year 2022/2023 Budget, under the Professional Services Account No. 100-4331-52800. No additional budget requests or appropriations are required for this contract amendment.

ATTACHMENTS

1. Amendment No. 2

2. Amendment No. 1

3. Original PSA
Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 2
Menifee Mayor and City Council
July 19, 2023
Page
406 of 880

AMENDMENT NO.2

PROFESSIONAL SERVICES AGREEMENT
FY 2022/23 ON-CALL BUILDING & SAFETY PLAN REVIEW SERVICES AMENDMENT NO.2

PROFESSIONAL SERVICES AGREEMENT
FY 2022/23 ON-CALL BUILDING & SAFETY PLAN REVIEW SERVICES This is Amendment No. 2 (“Amendment 2”) to that certain Professional Services Agreement (“Agreement”) made on June 15, 2022 between the City of Menifee (“City”) and Interwest Consulting Group, Inc. (“Consultant”) for FY 2022/23 ON-CALL BUILDING & SAFETY PLAN REVIEW SERVICES as amended by that certain Amendment No.1 to the Agreement entered into on June 22, 2023 (“Amendment No. 1”),which this Amendment No. 2 is made and entered into on ______________, 2023 to increase the 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 2, “Compensation” is amended to increase the maximum compensation by THIRTY FIVE THOUSAND DOLLARS AND ZERO CENTS ($35,000.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed THREE HUNDRED SIXTY FIVE THOUSAND DOLLARS AND ZERO CENTS ($365,000.00) 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.

3. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

SCOPE OF SERVICES
Consultant shall provide FY 2022/23 ON-CALL BUILDING & SAFETY PLAN REVIEW SERVICES in the amount not to exceed THREE HUNDRED SIXTY FIVE THOUSAND DOLLARS AND ZERO CENTS ($365,000.00) as further detailed in the following page(s).

4. All other terms and conditions of the Agreement remain in full force and effect.

5. 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: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 3
Menifee Mayor and City Council
July 19, 2023
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AMENDMENT NO.2

PROFESSIONAL SERVICES AGREEMENT
FY 2022/23 ON-CALL BUILDING & SAFETY PLAN REVIEW SERVICES CITY OF MENIFEE Interwest Consulting Group, Inc.
_______________________________ _______________________________ Armando G. Villa, City Manager Thomas P. Wilkas, CFO Attest: ________________________________
Matthew Royer, COO
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 4
Menifee Mayor and City Council
July 19, 2023
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AMENDMENT NO.1

PROFESSIONAL SERVICES AGREEMENT
FY 2022/23 ON-CALL BUILDING & SAFETY PLAN REVIEW SERVICES

AMENDMENT NO.1

PROFESSIONAL SERVICES AGREEMENT
FY 2022/23 ON-CALL BUILDING & SAFETY PLAN REVIEW SERVICES

This is Amendment No. 1 (“Amendment 1”) to that certain Professional Services Agreement (“Agreement”) made on between the City of Menifee (“City”) and INTERWEST CONSULTING GROUP, INC. (“Consultant”) for FY 2022/23 ON -CALL BUILDING & SAFETY PLAN REVIEW SERVICES which this Amendment No. 1 is made and entered into on ______________, 2023 to 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 2 , “Compensation” is amended to increase the maximum compensation by THIRTY THOUSAND DOLLARS AND ZERO CENTS ($30,000.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed THREE HUNDRED THIRTY THOUSAND DOLLARS AND ZERO CENTS ($330,000.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reim bursable 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.

3. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

SCOPE OF SERVICES

Consultant shall provide FY 2022/23 ON -CALL BUILDING & SAFETY PLAN REVIEW SERVICES in the amount not to exceed THREE HUNDRED THIRTY THOUSAND DOLLARS AND ZERO CENTS ($330,000.00) as further detailed in the following page(s).

4. All other terms and conditions of the Agreement remain in full force and effect.

5. This Amendment 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

DocuSign Envelope ID: 7F3D0AD7-545B-4AA0-8035-D000C4E8EE5F DocuSign Envelope ID: 5E406569-041A-494F-9B6B-01C3D9995AE1 June 22
Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 5
Menifee Mayor and City Council
July 19, 2023
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AMENDMENT NO.1

PROFESSIONAL SERVICES AGREEMENT
FY 2022/23 ON-CALL BUILDING & SAFETY PLAN REVIEW SERVICES

CITY OF MENIFEE INTERWEST CONSULTING GROUP, INC.

_______________________________ _______________________________ Armando G. Villa, City Manager Paul Meschino, President

Attest: ________________________________
David Kniff, Assistant Secretary

_______________________________
Stephanie Roseen, Acting City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: 7F3D0AD7-545B-4AA0-8035-D000C4E8EE5F DocuSign Envelope ID: 5E406569-041A-494F-9B6B-01C3D9995AE1 Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 6
Menifee Mayor and City Council
July 19, 2023
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CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
FY 2022/23 ON-CALL BUILDING & SAFETY PLAN REVIEW SERVICES THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ______ day of __________, 2022 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and Interwest Consulting Group, Inc., a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

1.1 Term of Services . The term of this Agreement shall begin on 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 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 suc h 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 it s 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.

DocuSign Envelope ID: 29543FF7-D214-4D41-AF4E-41B382684B6A DocuSign Envelope ID: 16095F44-6400-43C9-A468-D6FBEA8E6E53 June15
Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 7
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July 19, 2023
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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 THREE HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($300,000.00) 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 Agre ement 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 hour s spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

DocuSign Envelope ID: 29543FF7-D214-4D41-AF4E-41B382684B6A DocuSign Envelope ID: 16095F44-6400-43C9-A468-D6FBEA8E6E53 Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 8
Menifee Mayor and City Council
July 19, 2023
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City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586

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.

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 satisf actorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilit ies 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 DocuSign Envelope ID: 29543FF7-D214-4D41-AF4E-41B382684B6A DocuSign Envelope ID: 16095F44-6400-43C9-A468-D6FBEA8E6E53 Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 9
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July 19, 2023
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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.

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 DOLL ARS ($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 ther efrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.

DocuSign Envelope ID: 29543FF7-D214-4D41-AF4E-41B382684B6A DocuSign Envelope ID: 16095F44-6400-43C9-A468-D6FBEA8E6E53 Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 10
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July 19, 2023
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b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Servi ces Office Commercial General Liability occurrence form CG 0001.

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. ($50,000.00 deductible is approved by the City of Menifee for Interwest Consulting Group, Inc.)
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 m ust 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.

DocuSign Envelope ID: 29543FF7-D214-4D41-AF4E-41B382684B6A DocuSign Envelope ID: 16095F44-6400-43C9-A468-D6FBEA8E6E53 Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 11
Menifee Mayor and City Council
July 19, 2023
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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: FY 2022/23 ON-CALL BUILDING & SAFETY PLAN REVIEW 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 insura nce policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased.
d. Additional insured; primary insurance . City and its officers, employees, agents, and authorized volunteers shall be covered as addit ional 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. A dditional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

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

During the term of this Agreement, only upon the prior express written authorization of the Contract A dministrator, Consultant may increase such deductibles or self - DocuSign Envelope ID: 29543FF7-D214-4D41-AF4E-41B382684B6A DocuSign Envelope ID: 16095F44-6400-43C9-A468-D6FBEA8E6E53 Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 12
Menifee Mayor and City Council
July 19, 2023
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insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self -insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

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 selected from Consultant's insurance carrier's panel counsel and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all third party 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 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.

DocuSign Envelope ID: 29543FF7-D214-4D41-AF4E-41B382684B6A DocuSign Envelope ID: 16095F44-6400-43C9-A468-D6FBEA8E6E53 Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 13
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July 19, 2023
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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 selected from Consultant's insurance carrier's panel counsel and any and all of its officers, employees, officials, volunteers, and agents from and against any and all third party Claims, to the extent the same arise out of, are a consequence of, the negligent 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. For the avoidance of doubt, Consultant shall have the right to defend any action for which indemnification is sought under any part of this Section 5. Any person or entity seeking indemnification under this Section 5 shall promptly report the matter to Consultant such that defense of the matter is not compromised.

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 S ection 5 shall not release City from liability arising from active 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 S ervices under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the S ervices hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribut ion 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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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, cour t costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the P arties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

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, DocuSign Envelope ID: 29543FF7-D214-4D41-AF4E-41B382684B6A DocuSign Envelope ID: 16095F44-6400-43C9-A468-D6FBEA8E6E53 Item Title: 10.12
Agreement Amendment with Interwest Consulting Group, Inc., for On-Call Building and Safety Plan Review Services Item Page Number: 15
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July 19, 2023
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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.

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

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator , which approval shall not be unreasonably delayed or withheld. 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.

8.8 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 t he amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

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SECTION 9. KEEPING AND STATUS OF RECORDS.

9.2 Licensing of Intelle ctual 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, st udies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consul tant 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.

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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; provi ded, however, that the attorney s’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing P arty 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.

10.3 Severability. If any provision of this Agreement is he ld 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 Paul Meschino (“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 Servic es, 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 A greement shall be administered by a City employee, Antonio Chavez , Management 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:

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Interwest Consulting Group, Inc.

Attn: Paul Meschino
9320 Chesapeake Dr, Suite 208
San Diego, CA 92123
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Antonio Chavez, Management 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 sha ll 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, th e rights and remedies of the P arties are cumulative and the exercise by either P arty of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

10.12 Integration. 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, eithe r 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.

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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 inclu ding, 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 t hird-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

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IN WITNESS WHEREOF, the P arties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE

Armando G. Villa, City Manager

Attest:

Stephanie Roseen, Acting City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT

Paul Meschino, Vice President of Operations

David Kniff, Assistant Secretary

[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.

EXHIBIT A

SCOPE OF SERVICES
Services shall include As Needed Plan Review Services (Building & Safety) in the amount not to exceed THREE HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($300,000.00) unless formally modified by written amendment. Scope of services is further outlined in following page(s).

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EXHIBIT A.

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CITY OF MENIFEE
SUBJECT: Agreement Amendment with Adame Landscape, Inc. for Landscape Maintenance Services
MEETING DATE: July 19, 2023
TO: Mayor and City Council
PREPARED BY: Nancy Rodriguez, Management Analyst
REVIEWED BY: Jonathan Nicks, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 13 to the Contract Services Agreement with Adame Landscape, Inc. for routine landscape maintenance services in the amount of $1,279,272.31 for a revised total not-to-exceed aggregate sum of $5,162,398.08.

2. Authorize the City Manager to execute agreement amendments for the remainder of Fiscal Year 2023/2024, at the City’s discretion, and contingency on availability of the corresponding budget.

DISCUSSION
On June 19, 2019, City Council awarded a contract to Adame Landscape, Inc. for routine landscape maintenance services of 17 City parks and existing landscaped public rights-of-way (ROW) in the amount of $756,294. The services included comprehensive landscape and parkway maintenance such as mow/blow/edge, trash, janitorial, weed abatement, and as needed services that may not be covered by in-house staff such as graffiti abatement, pest abatement, and emergency irrigation repairs. Following the execution of the original agreement, the City has taken over maintenance of two new parks and over 1 million square feet of new ROW maintenance requiring multiple Adame contract amendments for a total contract amount of $3,883,126. An amendment was also required to adjust for 5% CPI. A breakdown of each amendment is listed in Table 1 on the following page.

Based on the number of large residential and commercial developments within the City in various stages of planning and construction, the City anticipates opening four new parks and doubling the amount of maintained ROW over the next several years. The proposed contract increase of $1,279,272.31 for Fiscal Year (FY) 2023/2024 exceeds the 10% change order signing authority Item Title: 10.13
Agreement Amendment with Adame Landscape, Inc. for Landscape Maintenance Services Item Page Number: 1
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July 19, 2023
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City of Menifee Staff Report
Amendment No. 13 – Adame Landscape, Inc.

July 19, 2023

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1 6
8 5
of the City Manager and requires City Council approval to execute. The original term of the Adame agreement stipulates an initial three-year term with two one-year options for renewal. Staff is requesting an additional one-year extension (six-years total) to allow time to competitively bid landscape maintenance for the ever-growing and complex parks and right of way system. The additional year will ensure that there are no interruptions in service and provides time to assess the full need of maintenance required based on future development and staffing levels. The extension of the current Agreement will allow Community Services staff the time to work with the Finance Department to implement a thorough competitive bidding process by issuing a Request for Proposal (RFP) for the next three fiscal years of service with the optional extension for two additional fiscal years.

Table 1 below details the breakdown of all previously approved contract amendments.

Table 1 – Amendment Breakdown
Amendment No. Amount Date Approved
Original Agreement Total $ 756,293.75 June 19, 2019 Amendment No. 1 $ 65,984.41 November 6, 2019
Amendment No. 2 $ 32,000.00 January 15, 2020
Amendment No. 3 $ 876,252.77 July 1, 2020
Amendment No. 4 $ 1,029,052.48 July 1, 2021
Amendment No. 5 $ 2,219.58 January 1, 2022
Amendment No. 6 $ 2,071.59 June 22, 2022
Amendment No. 7 $ 1,091,463.86 July 1, 2022
Amendment No. 8 $ 1,908.61 January 12, 2023
Amendment No. 9 $ 8,839.96 February 21, 2023
Amendment No. 10 $ 5,007.24 April 20, 2023
Amendment No. 11 $ 10,935.12 May 9, 2023
Amendment No. 12 $ 1,186.40 June 5, 2023
Current Agreement Total $ 3,883,125.77
Amendment No. 13 $1,279,272.31 Pending Approval
New Agreement Total $ 5,162,398.08

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The current fiscal impact for Amendment No. 13 totals $1,279,272.31, increasing the aggregate sum of the agreement from $3,883,125.77 to $5,162,398.08. Funding for the proposed amendment is available within the adopted FY 2023/2024 Budget in various accounts including General Fund, various LLMD Funds, CSA 145, CSA 33, CFD 2012, CFD 2014, CFD 2015, and CFD 2017.

FY 2023/2024 is the final year of the Adame Contract. Staff will be issuing an RFP in fall 2023 to establish a future agreement for these services.

Item Title: 10.13
Agreement Amendment with Adame Landscape, Inc. for Landscape Maintenance Services Item Page Number: 2
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City of Menifee Staff Report
Amendment No. 13 – Adame Landscape, Inc.

July 19, 2023

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ATTACHMENTS

1. Amendment No. 13 – Adame Landscape, Inc.

Item Title: 10.13
Agreement Amendment with Adame Landscape, Inc. for Landscape Maintenance Services Item Page Number: 3
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July 19, 2023
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AMENDMENT NO. 13

CONTRACT SERVICES AGREEMENT

LANDSCAPE MAINTENANCE SERVICES AGREEMENT (PUBLIC RIGHT-OF-WAY (ROW),

PARKS, AND FACILITIES)
AMENDMENT NO. 13

CONTRACT SERVICES AGREEMENT

LANDSCAPE MAINTENANCE SERVICES AGREEMENT (PUBLIC RIGHT-OF-WAY (ROW),

PARKS, AND FACILITIES)
This is Amendment No. 13 (“Amendment 13”) to that certain Contractor Agreement (“Agreement”) made on June 19, 2019 between the City of Menifee (“City”) and ADAME LANDSCAPING, INC. (“Contractor”) for LANDSCAPE MAINTENANCE SERVICES (PUBLIC RIGHT-OF-WAY (ROW), PARKS, AND FACILITIES), as amended by that certain Amendment No.1 to the Agreement entered into on November 6, 2019 (“Amendment No. 1”), as amended by that certain Amendment No.2 to the Agreement entered into on January 15, 2019 [sic] (“Amendment No. 2”), as amended by that certain Amendment No.3 to the Agreement entered into on July 1, 2020 (“Amendment No. 3”), as amended by that certain Amendment No.4 to the Agreement entered into on September 22, 2021 (“Amendment No. 4”), as amended by that certain Amendment No.5 to the Agreement entered into on February 4, 2022 (“Amendment No. 5”), as amended by that certain Amendment No.6 to the Agreement entered into on June 22, 2022 (“Amendment No. 6”), as amended by that certain Amendment No.7 to the Agreement entered into on September 16, 2022 (“Amendment No. 7”), as amended by that certain Amendment No.8 to the Agreement entered into on January 12, 2023 (“Amendment No. 8”), and as amended by that certain Amendment No.9 to the Agreement entered into on February 21, 2023 (“Amendment No. 9”), and as amended by that certain Amendment No.10 to the Agreement entered into on April 20, 2023 (“Amendment No. 10”), and as amended by that certain Amendment No.11 to the Agreement entered into on May 9, 2023 (“Amendment No. 11”), and as amended by that certain Amendment No.12 to the Agreement entered into on June 5, 2023 (“Amendment No. 12”), which this Amendment No.13 is made and entered into on ____________, 2023 to extend the term of service, increase the compensation amount and augment the scope of services as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 13 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, 2019 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 increase the maximum compensation by

ONE MILLION TWO HUNDRED SEVENTY NINE THOUSAND TWO HUNDRED SEVENTY TWO DOLLARS AND THIRTY ONE CENTS ($1,279,272.31), and is amended to read as follows:

Item Title: 10.13
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AMENDMENT NO. 13

CONTRACT SERVICES AGREEMENT

LANDSCAPE MAINTENANCE SERVICES AGREEMENT (PUBLIC RIGHT-OF-WAY (ROW),

PARKS, AND FACILITIES)
SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed FIVE MILLION ONE

HUNDRED SIXTY TWO THOUSAND THREE HUNDRED NINETY EIGHT DOLLARS AND EIGHT CENTS ($5,162,398.08) 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.

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:

SCOPE OF SERVICES
Consultant shall provide LANDSCAPE MAINTENANCE SERVICES AGREEMENT (PUBLIC RIGHT-OF-WAY (ROW), PARKS, AND FACILITIES) in the amount not to exceed FIVE MILLION ONE HUNDRED SIXTY TWO THOUSAND THREE HUNDRED NINETY EIGHT DOLLARS AND EIGHT CENTS ($5,162,398.08) 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. 13 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

Item Title: 10.13
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AMENDMENT NO. 13

CONTRACT SERVICES AGREEMENT

LANDSCAPE MAINTENANCE SERVICES AGREEMENT (PUBLIC RIGHT-OF-WAY (ROW),

PARKS, AND FACILITIES)
CITY OF MENIFEE ADAME LANDSCAPING, INC.
_______________________________ _______________________________ Armando G. Villa, City Manager Carlos Adame, General Manager Attest: ________________________________
Rodolfo Adame, Owner
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.13
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EXHIBIT A
Exhibit A: Amendment No. 13 City of Menifee Landscape Maintenance Services (Amendment No. 13)
CONTRACT/AMENDMENT HISTORY:

Description Amount Reason Date
Approved
Original $756,293.75 Original Contract 6/15/2019
Amendment No. 1 $65,894.41 Park Addition (CFD 2012-2 Hidden Hills) & ROW Irrigation Repairs
11/6/2019
Amendment No. 2 $32,000.00 Additional ROW Irrigation Repairs 1/15/2020 Amendment No.
3 $876,252.77 FY20/21 Services (Park Maintenance,
ROW, Facilities
Maintenance)
7/1/2020
Amendment No. 4 $1,029,052.48 FY21/22 Services (Park Maintenance, ROW, Facilities Maintenance)
7/1/2021
Amendment No. 5 $2,219.58 FY21/22 Services (Park Maintenance, ROW, Facilities Maintenance)
1/1/2022
Amendment No. 6 $2,071.59 Park Addition (CFD 2012-1 AMR Sunset Park)
6/22/2022
Amendment No. 7 $1,091,463.86 FY22/23 Services (Park Maintenance, ROW, Facilities Maintenance)
7/1/2022
Amendment No.8 $1,908.61 Silver Trail ROW 1/12/2023
Amendment No. 9 $8,839.96 ROW Maintenance Services 2/21/2023 Amendment No.10 $5,007.24 CFD 2012-1 Goetz Rd Phase II, AMR 4/20/2023 Amendment No.11 $10,935.12 Remington Park (Park Maintenance and Janitorial) 5/9/2023
Amendment No.12 $1,186.40 Meadow Run ROW 6/5/2023
Amendment No.13 $1,279,272.31 FY23/24 Services (Park Maintenance, ROW, Facilities Maintenance) TBD
TOTAL $5,162,398.08
Item Title: 10.13
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EXHIBIT A
FISCAL YEAR 23/24:

PARK MAINTENANCE SERVICES
LOCATION FY23/24 TOTAL ANNUAL
AMOUNT ($)
FY23/24 MONTHLY
AMOUNT
KC SENIOR CENTER (Additional
Area)
(NEW AREA)
342.76 28.56
KC SENIOR CENTER 3,613.53 301.13 JOHN DENVER PARK (formerly

RANCHO RAMONA)
6,691.95 557.66
CALLE TOMAS 3,023.05 251.92 E.L. PETERSON PARK 18,732.90 1,561.07 LA LADERA 37,534.84 3,127.90 LAZY CREEK 14,813.33 1,234.44 LYLE MARSH 28,564.06 2,380.34 NOVA PARK 15,234.46 1,269.54 AMR SPORTS PARK 46,307.52 3,858.96 CREEK VIEW 15,876.15 1,323.01 SILVER STAR 14,752.28 1,229.36 SPIRIT PARK 30,655.50 2,554.63 HIDDEN HILLS PARK 19,232.79 1,602.73 HIDDEN HILLS PARK (Paseo)
(AMENDMENT NO. 1) 23,438.91 1,953.24 MAYFIELD PARK 14,289.20 1,190.77 CENTRAL PARK 15,681.03 1,306.75 CENTENNIAL PARK 72,823.50 6,068.63 TALAVERA PARK 14,391.34 1,199.28 REMINGTON PARK 36,242.77 3,020.23 SUNSET PARK 9,135.77 761.31 441,377.64 36,781.47
Item Title: 10.13
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EXHIBIT A
PARK RESTROOM (JANITORIAL) MAINTENANCE SERVICES:

LOCATION FY23/24 TOTAL ANNUAL
AMOUNT ($)
FY23/24 MONTHLY
AMOUNT
JOHN DENVER PARK (formerly
RANCHO RAMONA) 10,169.01 847.42 E.L. PETERSON PARK 10,169.01 847.42 LA LADERA PARK 10,169.01 847.42 AMR SPORTS PARK 12,249.05 1,020.75 SILVER STAR PARK 10,169.01 847.42 SPIRIT PARK 10,169.01 847.42 HIDDEN HILLS PARK 10,169.01 847.42 CENTRAL PARK 10,169.01 847.42 MAYFIELD PARK 10,169.01 847.42 CENTENNIAL PARK 10,169.01 847.42 TALAVERA PARK 10,169.01 847.42 REMINGTON PARK 9,684.74 807.06 SUNSET PARK 10,169.01 847.42 JOHN DENVER PARK (formerly
RANCHO RAMONA) 10,169.01 847.42 E.L. PETERSON PARK 10,169.01 847.42 LA LADERA PARK 10,169.01 847.42 AMR SPORTS PARK 12,249.05 1,020.75 133,792.92 11,149.41

RIGHT-OF-WAY (ROW) SERVICES
LOCATION FY23/24 TOTAL ANNUAL
AMOUNT ($)
FY23/24

MONTHLY
AMOUNT
BRADLEY RD ROW 2,428.04 202.34
CHERRY HILLS BLVD ST MEDIANS 889.40 74.12
HAUN RD ROW 27,500.97 2,291.75
NEWPORT & HAUN ST MEDIAN 942.98 78.58
NEWPORT CVS ROW 1,309.39 109.12
NEWPORT RD CIP ROW 12,017.83 1,001.49
NEWPORT RD CIP ROW ADDITIONS (NEW AREA) 284.76 23.73
PALOMA WASH TRAIL 4,574.81 381.23
SANTA ROSA ACADEMY LA PIEDRA & SHERMAN ROW 3,101.05 258.42 SUN CITY BLVD ST MEDIANS 1,601.09 133.42
LLMD Zone 3, Location # 1 2,906.02 242.17
LLMD Zone 3, Location # 10 1,381.95 115.16
Item Title: 10.13
Agreement Amendment with Adame Landscape, Inc. for Landscape Maintenance Services Item Page Number: 9
Menifee Mayor and City Council
July 19, 2023
Page
439 of 880

EXHIBIT A
LLMD Zone 3, Location # 11 8,759.42 729.95
LLMD Zone 3, Location # 12 2,074.70 172.89
LLMD Zone 3, Location # 13,15,16,17 5,993.27 499.44
LLMD Zone 3, Location # 14 1,574.19 131.18
LLMD Zone 3, Location # 18 4,501.37 375.11
LLMD Zone 3, Location # 19 1,084.79 90.40
LLMD Zone 3, Location # 22 757.10 63.09
LLMD Zone 3, Location # 26 5,525.06 460.42
LLMD Zone 3, Location # 27 3,330.24 277.52
LLMD Zone 3, Location # 28 7,268.83 605.74
LLMD Zone 3, Location # 3 1,895.42 157.95
LLMD Zone 3, Location # 30,32 6,562.92 546.91
LLMD Zone 3, Location # 31 6,782.88 565.24
LLMD Zone 3, Location # 36 26,267.74 2,188.98
LLMD Zone 3, Location # 39 19,740.31 1,645.03
LLMD Zone 3, Location # 4 2,840.67 236.72
LLMD Zone 3, Location # 41 11,173.26 931.11
LLMD Zone 3, Location # 5 1,959.01 163.25
LLMD Zone 3, Location # 51 9,040.81 753.40
LLMD Zone 3, Location # 6 1,598.63 133.22
LLMD Zone 3, Location # 8 2,176.64 181.39
LLMD Zone 27, Location # 1 1,247.63 103.97
LLMD ZONE 37, Location # 1 6,571.15 547.60
LLMD ZONE 38, Location # 1 15,869.64 1,322.47
LLMD ZONE 47, Location # 1 1,418.64 118.22
LLMD ZONE 69, Location # 1 11,465.81 955.48
LLMD ZONE 77, Location # 1 2,947.64 245.64
LLMD ZONE 77, Location # 1 (AMENDMENT NO. 1) 2,801.60 233.47 LLMD ZONE 81, Location # 1 8,814.22 734.52
LLMD ZONE 133, Location # 1 12,892.26 1,074.36
LLMD ZONE 167 732.28 61.02
CSA 145: GALLERY OAKS ROW 3,915.02 326.25
CSA 145: HOLLAND RD ROW 3,203.11 266.93
CFD 2012-1: AMR LOOP ROADS LANDSCAPE 73,778.28 6,148.19 CFD 2012-1: AMR LOOP ROADS LANDSCAPE PHASE II
(NEW AREA)
63,844.03 5,320.34
CFD 2012-1: AMR ROW & ST MEDIAN 123,974.28 10,331.19
CFD 2012-1: Goetz Road Phase II ROW 11,391.40 949.28
CFD 2014-2: ROW MAINTENANCE (AMENDMENT NO. 1) 3,681.60 306.80 CFD 2017-1: MENIFEE TOWN CENTER 12,405.94 1,033.83
CFD 2015-2: AM/PM (Newport & Menifee), (Annexation
#2, Zone 3)
364.75 30.40
CFD 2015-2: AMERICA'S TIRE
(Annexation #3, Zone 4)
1,109.36 92.45
CFD 2015-2: MENIFEE'S ESTATES (Annexation #7, Zone 8) 2,004.04 167.00 CFD 2015-2: RITE-AID
(Annexation #8, Zone 9)
4,679.16 389.93
Item Title: 10.13
Agreement Amendment with Adame Landscape, Inc. for Landscape Maintenance Services Item Page Number: 10
Menifee Mayor and City Council
July 19, 2023
Page
440 of 880

EXHIBIT A
CFD 2015-2: MCDONALD'S
(Annexation #13, Zone 14)

1,043.88

86.99 CFD 2015-2: AM/PM (Hwy
74/Trumble Rd) (Annexation #14, Zone 15)

415.15

34.60 CFD 2015-2: FERGUSON ROW
(Annexation #16, Zone 17)
1,583.23
131.94
CFD 2015-2: TOMMY'S CAR
WASH (Annexation #22, Zone 23)
1,472.11
122.68
CFD 2015-2: BOULDER'S ESTATES
WASH (Annexation #28, Zone 28)
6,920.61
576.72
CFD 2015-2: DUNKIN DONUTS (Annexation #34, Zone 34)

354.24

29.52 CFD 2017-1 MEADOW RUN (ZONE 2)
7,474.32
622.86
CFD 2017-1: OAK HILLS (Zone 3)

354.24

29.52 578,575.20

48,214.60

PLANTER AREA & TURF MAINTENANCE SERVICES (FACILITIES)
LOCATION FY23/24 TOTAL ANNUAL
AMOUNT ($)
FY23/24 MONTHLY
AMOUNT
FIRE STATION 5 362.79 30.23
FIRE STATION 68 192.61 16.05
FIRE STATION 7 3,016.19 251.35
FIRE STATION 76 3,195.43 266.29
PUBLIC WORKS MOC 2,467.52 205.63
9,234.55 769.55
As Needed Park and Landscape Maintenance Repair Services: $116,292 (Funded by specific location/maintenance type)
As Needed Landscape Maintenance Repairs
ACCOUNT # AMOUNT ($)
100-4660-52607 $5,859
370-4557-52607 $13,519
372-4557-52607 $125
373-4557-52607 $657
Item Title: 10.13
Agreement Amendment with Adame Landscape, Inc. for Landscape Maintenance Services Item Page Number: 11
Menifee Mayor and City Council
July 19, 2023
Page
441 of 880

EXHIBIT A
374-4557-52607 $1,587
376-4557-52607 $142
380-4557-52607 $1,147
382-4557-52607 $575
383-4557-52607 $881
391-4557-52607 $1,289
393-4557-52607 $73
480-4554-52607 $712
490-4558-52607 $27,298
493-4558-52607 $368
494-4558-52607 $1,241
632-4558-52607 $36
633-4558-52607 $111
638-4558-52607 $468
643-4558-52607 $104
644-4558-52607 $42
646-4558-52607 $158
653-4558-52607 $147
658-4558-52607 $692
664-4558-52800 $35
673-4558-52800 $35
637-4558-52607 $200
672-4558-52607 $747
TOTAL 58,248
As Needed Park Maintenance Repairs
ACCOUNT # AMOUNT ($)
100-4660-52608 $1,686
480-4554-52608 $13,822
490-4558-52608 $15,950
491-4558-52608 $5,284
622-4558-52608 $5,031
630-4558-52608 $8,299
636-4558-52608 $2,456
674-4558-52608 $4,592
TOTAL $57,120
As Needed Facilities Maintenance Repairs
ACCOUNT # AMOUNT ($)
116-4550-52050 $247
116-4445-52050 $677
TOTAL $924
Item Title: 10.13
Agreement Amendment with Adame Landscape, Inc. for Landscape Maintenance Services Item Page Number: 12
Menifee Mayor and City Council
July 19, 2023
Page
442 of 880

CITY OF MENIFEE
SUBJECT: Contract Change Order No. 1 to M. Brey Electric, Inc. for Flooring Installation Services
MEETING DATE: July 19, 2023
TO: Mayor and City Council
PREPARED BY: Nancy Rodriguez, Management Analyst
REVIEWED BY: Jonathan Nicks, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Contract Change Order No. 1 to the Contract Services Agreement with M. Brey Electric, Inc. for flooring installation services at the Kay Ceniceros Senior Center and West Annex facilities, in the total amount of $3,245.30, for a revised total not-to-exceed an aggregate sum of $20,865.30.

DISCUSSION
The City of Menifee’s Community Services Department is in the process of installing new flooring at the Kay Ceniceros Senior Center and West Annex facilities. New flooring is required at both facilities due to extreme wear and tear of the current floor and to improve the overall maintenance of the existing facility.

On June 6, 2023, the City executed a Contract Services Agreement with M. Brey Electric, Inc. for a total of $17,620. The Agreement included all labor, materials, services, and equipment for the floor installation. One change order for the amount $3,245.30 was found to be necessary. As the contractor removed the old floor, they found moisture and irregular floor leveling throughout the Kay Ceniceros Senior Center which poses a safety hazard if left unaddressed. The additional work includes the installation of a floor sealer and self-leveling components. The final installation cost for the flooring is $20,865.30. The proposed increase amount of $3,245.30 exceeds the 10% change order signing authority of the City Manager and requires City Council approval to execute.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community
Item Title: 10.14
Contract Change Order No. 1 to M. Brey Electric, Inc. for Flooring Installation Services Item Page Number: 1
Menifee Mayor and City Council
July 19, 2023
Page
443 of 880

City of Menifee Staff Report
M. Brey Electric, Inc. Change Order No. 1
July 19, 2023

Page 2 of 2 ends

1 6
8 1

FISCAL IMPACT
The current fiscal impact for Change Order No. 1 is $3,245.30, increasing the amount from $17,620 to $20,865.30. Funding for the proposed change order is available within the adopted Fiscal Year 2022/2023 Budget, under Account No. 116-4660-52050.

ATTACHMENTS

1. Contract Services Agreement - M. Brey Electric, Inc.

2. Change Order No. 1
Item Title: 10.14
Contract Change Order No. 1 to M. Brey Electric, Inc. for Flooring Installation Services Item Page Number: 2
Menifee Mayor and City Council
July 19, 2023
Page
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2671/031858-0001
7630667.2 a05/31/18 -1-

CONTRACT SERVICES AGREEMENT FOR

CITY OF MENIFEE

KAY CENICEROS AND WEST ANNEX NEW FLOORING INSTALLATION

SERVICES
THIS CONTRACT SERVICES AGREEMENT (“Agreement”) is made and effective this _________ day of ___________, 2023 by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and M. BREY ELECTRIC, INC , a California S Corporation (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties”.

R E C I T A L S
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by City to perform those services.

C. Pursuant to the City of Menifee’s Municipal Code, City has authority to enter into this Contract Services Agreement and the City Manager has authority to execute this Agreement.

D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONTRACTOR.

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide those services specified in the “Scope of Services ” attached hereto as Exhibit B” and incorporated herein by this reference, which services may be referred to herein as the “Services.” As a material inducement to City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a t horough, competent, and professional manner, and is experienced in performing the Services contemplated herein.

Contractor shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all Services described herein. Contractor covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.

DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 June6
Item Title: 10.14
Contract Change Order No. 1 to M. Brey Electric, Inc. for Flooring Installation Services Item Page Number: 3
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July 19, 2023
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1.2 Contractor’s Proposal. The “Scope of Services” shall include Contractor’s scope of work or bid which is attached as incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law . 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 R ates 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.

1.4 Licenses, Permits, Fees and Assessments . Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 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 for the performance of the Services required by this Agreement. Contractor sha ll 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 Contractor’s performance of the Services required by this Agreement, 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 DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
Contract Change Order No. 1 to M. Brey Electric, Inc. for Flooring Installation Services Item Page Number: 4
Menifee Mayor and City Council
July 19, 2023
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against City hereunder. In addition to the foregoing, Contractor and any sub contractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

1.5 Familiarity with Work . By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the Scope of Services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement.

If the Services involve wo rk upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the Services hereunder. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of the Services hereunder, Contractor shall immediately inform City of such fact and shall not proceed until written instructions are received from the Contract Officer.

1.6 Care of Services. Contractor shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence.

1.7 Warranty. Contractor warrants all work under this Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by City of any defect in the work or non-conformance of the work to this Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at Contractor’s sole cost and expense. Contractor shall act sooner as requested by City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by Contractor’s defective work or which becomes damaged in the course of repairing or replacing defective work.

For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contra ctor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warr anties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. In the event that Contractor fails to perform its obligations under thi s Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non -conforming work and DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
Contract Change Order No. 1 to M. Brey Electric, Inc. for Flooring Installation Services Item Page Number: 5
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July 19, 2023
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any work damaged by such work or the replacement or c orrection thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand. This provision may be waived in Exhibit A if the services hereunder do not include construction of any improvements or the supplying of equipment or materials.

1.8 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Sections 1600, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “Public works” and “Maintenance” projects.

If the Services are being performed as part of an applicable “Public works” or “Mainte nance” project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE THOUSAND DOLLARS ($1,000) or more, Contractor agrees to fully comply with such Prevailing Wage Laws including, but not limited to, requirements related to the main tenance of payroll records and the employment of apprentices. A copy of the general prevailing wage rate determination is on file in the Office of the City Clerk and is hereby incorporated in this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site.

The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day. Contractor must forfeit to City TWENTY FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. Contractor shall defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

1.9 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless her eafter specified, neither Party shall be responsible for the service of the other.

1.10 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or TWENTY-FIVE THOUSAND DOLLARS ($25,000), whichever is less; or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council of City.

It is expressly understood by Contractor that the provisions of this Section shall not apply to work specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the Services to be provided pursuant to the Scope DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore.

1.11 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit A and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit A and any other provisions of t his Agreement, the provisions of Exhibit A shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the Scope of Services and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Seventeen Thousand Six Hundred Twenty Dollars and Zero Cents ($17,620.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10.

2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with specified tasks or the percentage of completion of the Services, (iii) payment for time and materials based upon Contractor’s rates as specified in the “Schedule of Compensation” in the Scope of Services, if any, and incorporated herein by this reference, provided that time estimates are provided for the performance of subtasks, but not exceeding the Contract Sum, or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses with advance written approval by the Contract Officer, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by City. Coordination of the performance of the Services with City is a critical component of the Services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices. Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub - contractor contracts. Subcontractor charges shall also be detailed by such categories.

City shall independently review each invoice submitted by Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to an y charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within forty-five (45) days of receipt of Contractor’s correct and undisputed DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
Contract Change Order No. 1 to M. Brey Electric, Inc. for Flooring Installation Services Item Page Number: 7
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July 19, 2023
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invoice. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission.

Invoices shall be submitted to:

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

2.5 Annual Appropriation of Funding . In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Contractor acknowledges and agrees that to the extent that the Services provided under this Agreement extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Section shall be construed to limit the right of either Party to terminate this Ag reement as provided herein.

2.6 Waiver. Payment to Contractor for Services performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

ARTICLE 3. PERFORMANCE SCHEDULE.

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance. Contractor shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in Exhibit C (“Schedu le of Performance”) and incorporated herein by this reference. When requested by Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control a nd without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of this Agreement pursuant to this Section.

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3.4 Inspection and Final Acceptance . City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forth five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud, and such gross mistakes as amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Article 5, pertaining to indemnification and insurance, respectively.

3.5 Term. The term of this Agreemen t shall begin on May 15, 2023 . Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until final approval and acceptance of the project by the Contract Officer.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor . The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the wor k specified herein and make all decisions in connection therewith:

(Name) (Title)

(Name) (Title)
It is expressly understood that the experience, knowledge, capability, and reputation of the Principals were a substantial induce ment for City to enter into this Agreement.

Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the Services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the Services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor. Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt, or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees, or agents of City. City shall not be liable for compensation or DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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indemnification to Contractor for injury or sickness arising out of performing the S ervices hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, 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. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Contract Officer. The “Contract Officer” shall be such person as may be designated by the City Manager of City. It shall be Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services and Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor . Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contractor’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Contra ctor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role.

Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment . The experience, knowledge, capability, and reputation of Contractor, its principals, and employees were a substantial inducement for City to enter into this Agreeme nt. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City.

Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankrupt cy proceeding, this Agreement shall be void. No approved transfer shall release Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

4.6 Utility Relocation . City is responsible for removal, relocation, or pro tection of existing main or trunkline utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse Contractor for any costs incurred in locating, DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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repairing damage not caused by Contractor, a nd removing or relocating such unidentified utility facilities. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities.

4.7 Trenches or Excavations . Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply.
(a) Contractor shall promptly, and before the following conditions are disturbed, notify City , in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) subsurface or latent physical conditions at the site different from those indicated by information about the site made available to bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement.
(b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the work shall issue a change order per Section 1.10 of this Agreement.
(c) That, in the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contra ctor shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed with all work to be performed under this Agreement. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting Parties.

4.8 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contractor shall at all times be in compliance with all applicable local, state , and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life savin g equipment and procedures; (B) instructions in accident prevention for all employees and sub contractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

4.9 Covid-19 Safety. If Contractor or subcontractor(s) enters City property or meets in person with City employees during the performance of the Services, Contractor 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) DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverage.

Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of th is Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees, and agents of City:
(a) Comprehensive General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury, and property damage. Claims-made, modified, limited, or restricted occurrence forms are not acceptable without prior written consent from City. The policy of insurance shall be in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, TWO MILLION DOLLARS ($2,000,000.00) in the general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/compl eted operations aggregate. The general aggregate limit shall apply separately to the Services to be performed under this Agreement.

The policy definition of “insured contract” shall include assumptions of liability arising out of both ongoing operations a nd products-completed operations hazard as set forth in “f” definition in form CG 0001, or equivalent.

The policy must cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately.

The insurance must be maintained for at least one (1) year following the completion of the Services or the expiration or termination of this Agreement. (b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comp ly with the laws of the State of California, including Section 3700 of the California Labor Code, and which shall indemnify, insure, and provide legal defense for both Contractor and City against any loss, claim or damage arising from any injuries or occu pational diseases occurring to any worker employed by or any persons retained by Contractor in the course of carrying out the Services contemplated in this Agreement. The worker’s compensation policy of insurance shall be in an amount not less than ONE MI LLION 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. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or e quivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). Said policy shall include coverage for owned, non - owned, leased, and hired cars.

DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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(d) Professional Liability . Professional liability insurance appropriate to Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to the Services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of the Services or the expiration or termination of this Agreement. During this additional five (5)-year period, Contractor shall annually and upon request of City submit written evidence of this continuous coverage. (e) Pollution Liability. A policy of pollution liability insurance written on a per occurrence for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per pollution incident and ONE MILLION DOLLARS ($1,000,000.00) in the general aggregate. The policy shall apply to any incidents at or from any location on which Contractor performs the Services under this Agreement.

The insurance must be maintained for at least one (1) year following th e completion of Contractor’s services or the expiration or termination of this Agreement. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit A.

5.2 General Insurance Requirements . All of the abov e policies of insurance shall be primary insurance and shall name City, its elected and appointed officers, employees, agents, and authorized volunteers as additional insureds and any insurance maintained by City or its officers, employees, agents, or auth orized volunteers shall apply in excess of, and not contribute with, Contractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City, its officers, employees, agents, authorized volunteers, and their respective insurers.

Prior written consent from City is required if any of the said policies have a deductible or self -insured retention in excess of TWENTY -FIVE THOUSAND DOLLARS ($25,000).

Contractor shall pr ovide written notice to City with in 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 . In the event any of said policies of insurance are cancelled, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No Services under this Agreement shall commence until Contractor has provided City with original endorsements effecting coverage set forth in this Article 5. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsement is to be on forms provided by or approved by City. As an alternative to City-approved forms, Contractor may provide complete certified copies of all required insurance policies, including endorsements affecting the coverage. City reserves the right to inspect complete, certified copies of all required insurance policies at any t ime. Any failure to comply with the DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

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, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; pre mises 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. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects City or its respective elected or appointed officers, official s, employees, and volunteers or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses, and claims. Contractor agrees that the requirement to provide insurance shall not be constru ed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons or property resulting from Contractor’s activities or the activities of any person or persons for which Contractor is otherwise respo nsible nor shall it limit Contractor’s indemnification liabilities as provided in Section 5.3.

In the event Contractor subcontracts any portion of the Services in compliance with Section 4.5 of this Agreement, the contract between Contractor and such subco ntractor shall require the subcontractor to maintain the same policies of insurance that Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification. To the full extent perm itted by law, Contractor agrees to indemnify, defend, and hold harmless City, its officers, employees, agents, and volunteers (“Indemnified Parties”) from and against any and all actions, either judicial, administrative, arbitration, or regulatory, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities whether actual or threatened (“Claims or Liabilities”) that may be asserted or claimed by any person, firm, or entity arising out of or in connection with the performance of the Services, operations, or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“Indemnors”), or arising from Contractor’s reckless or willful misconduct, or arising from Contractor’s or Indemnors’ negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement, and in connection therewith:
(a) Contractor shall defend (with counsel selected by City) any action or actions filed in connection with any of said Claims or Liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith; (b) Contractor will promptly pay any judgment re ndered against City, its officers, agents, or employees for any such Claims or Liabilities arising out of or in connection DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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with the performance of or failure to perform such Services, operations or activities of Contractor hereunder; and Contractor agrees to save and hold City, its officers, agents, and employees harmless therefrom;
(c) In the event City, its officers, agents, or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the performance of or failure to perform the Services, operation or activities of Contractor hereunder, Contractor agrees to pay to City, its officers, agents, or employees, any and all costs and expenses incurred by City, its officers, agents, or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be full y responsible to indemnify City, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services hereunder.

The provisions of this Section do not apply to Claims or Liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness, or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.

5.4 Payment and Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a payment (labor and materials) bond and a performance bond, each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secures the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of this Agreement and shall be null and void only if Contractor promptly and faithfully performs all terms and conditions of this Agreement. Payment and performance bonds shall be secured from a surety company rated Grade A or better in the most recent edit ion of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Contract Officer due to unique circumstances, and shall be authorized t o write such bonds in the State of California. Contractor shall pay all bond premiums, costs, and incidentals.

5.5 Sufficiency of Insurer or Surety . Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Contract Officer due to unique circumstances. If this Agreement continues for more than three (3) years duration, or in the event the Contract Officer determines that the Services to be performed under this Agreement creates an increased or decreased risk of loss to City, Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.4 may be cha nged accordingly upon receipt of written notice from the Contract Officer; provided that Contractor shall have the right to appeal a determination of DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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increased coverage by the Contract Officer to the City Council of City within ten (10) days of receipt of notice from the Contract Officer.

5.6 Substitution of Securities . Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under this Agreement may be permitted at the request and expense of Contractor.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION.

6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the Books and Records may be given to City, and access shall be provided by Contractor’s successor in interest. 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.

6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contractor is providing design servi ces, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents . All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, 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 di gitally, magnetically, or in any other medium (the “Documents and Materials”) prepared or caused to be prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be deliver ed to City upon request of the Contract Officer or upon the DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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expiration or termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contractor will be at City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, revise, or assignment. Contractor may retain copies of such Documents and Materials for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein.

All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.

6.4 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 the Documents and Materials.

Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpe tual license for the Documents and Materials the subcontractor prepares under thi s Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all of the Documents and Materials . Contractor makes no such representation and w arranty in regard to the Documents and Materials which were prepared by design professionals other than Contractor or provided to Contractor by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6.5 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents, or su bcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories, or othe r information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered voluntary so long as Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, ag ent, or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs, and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, in terrogatories, request for admissions, or other discovery DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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request, court order, or subpoena from any party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing, or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION.

7.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of th e Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in th e Central District of California, in Riverside.

7.2 Disputes; Default. In the event that Contractor is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Contractor for any of the Services performed after the date of default. Instead, City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of City to give notice of Contractor’s default shall not be deemed to result in a waiver of City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds. Contractor hereby authorizes City to retain and deduct from any amount payable to Contractor not exceeding five percent (5%) of the Contract Sum (whether or not arising out of this Agreement) as security for performance of this Agreement. The retained funds shall be paid to Contractor within sixty (60) days after final acceptance of the Services by the City Council of City and after Contractor has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Contractor from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Contractor to insure, indemnify, and protect City as provided in this Agreement.

7.4 Waiver. 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 Contractor shall not constitute a waiver DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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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.

7.5 Rights and Remedies are Cumulative . Except with respect to rights and remedies expressly declared to be exclusive in thi s 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.

7.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Contractor and its sureties shall be liable for and shall pay to City the sum of FIVE HUNDRED DOLLARS ($500.00) as liquidated damages for each working day of delay in the performance of any of the Services required hereunder, as specified in the Schedule of Performance. City may withhold from any monies payable on account of the Services performed by Contractor any accrued liquidated damages.

7.8 Termination Prior to Expiration of Term . This Section 7.8 shall govern any termination of this Agreement except as specifically provided in the following Section 7.9 for termination for cause. City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Contractor, except that where termination is due to the fault of Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Contr actor reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of City, the period of notice may be such shorter time as Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Except where Contractor has initiated termination, Contractor shall be entitled to compensation for all Services rendered prior to the effective date of the notice of termination and for any Services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event Contractor has initiated termination, Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of terminati on without cause pursuant to this Section, the terminating Party need not provide the non-terminating Party with the opportunity to cure pursuant to Section 7.2.

7.9 Termination for Default of Contractor . If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the Services and prosecute the same to completion by contract or otherwise, and Contractor shall be liable to the extent that the total c ost for completion of the DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contractor for the purpose of set -off or partial payment of the amounts owed City as previously stated.

7.10 Attorneys’ Fees. If either Party to this Agreement is required to initiate or defend or made a Party to any action or proceeding in any way connected with this Agreement, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees; 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 th e prevailing P arty in the conduct of the litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same ac tion or in a separate action brought for that purpose.

7.11 Suspension of Services . The City Engineer of City (“Engineer”) shall have the authority to suspend the Services, wholly or in part, for such period as the Engineer may deem necessary, due to unsuitable weather or to such other conditions as are considered unfavorable for the suitable prosecution of the Services, or for such time as the Engineer may deem necessary due to the failure on the part of Contractor to carry out orders given or to perform any pr ovisions of the Services. Contractor shall immediately comply with the written order of the Engineer to suspend the Services wholly or in part and shall not resume the Services until ordered to do so in writing by the Engineer. Such suspension shall be w ithout liability to Contractor on the part of City. In the event a suspension of work is ordered because of failure on the part of Contractor to carry out orders given or to perform any provisions of the Services, such suspension of the Services shall not relieve Contractor of responsibility to complete the Services within the time limit set forth herein and shall not be considered cause for extension of the time for completion and, further, such suspension of the Services shall not entitle Contractor to any additional compensation.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability 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.

8.2 Conflict of Interest. Contractor covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of the Services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer. Contractor DocuSign Envelope ID: 0EC07BD3-98A2-4901-8C54-8660C7A14123 DocuSign Envelope ID: CCC5243B-95AD-4A8D-AC6C-3C000A0E50C8 Item Title: 10.14
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agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that 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 in the performance of this Agreement.

Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

8.4 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.

Should Contractor so employ such unauthorized aliens for the performance of the Services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Pa rty or any other person shall be in writing and either served personally or sent by prepaid, first -class mail, in the case of City, to the City Manager and to the attention of the Contract Officer, CITY OF MENIFEE, 29844 Haun Road, Menifee, CA 92586 and in the case of Contractor, to the person at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the tim e personally delivered or in seventy -two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Unfair Business Practices Claims . In entering into this Agreement, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contractor without further acknowledgment of the Parties.

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9.3 Interpretation. 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.

9.4 Article and Section Headings and Subheadings . The article and 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 Counterparts. This Agreement may be execute d in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.6 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete, and exclusive expressi on of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the Parties, and none shall be used to interpret this Agreement.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contractor and by the City Council of City. The Parties ag ree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agree ment shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.8 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.

9.9 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 th is Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisi ons of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other A greement to which said P arty is bound. This Agreement shall be binding upon the heir s, executors, administrators, successors, and assigns of the Parties.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

AGENCY:

CITY OF MENIFEE
______________________________
Armando G. Villa, City Manager
CONTRACTOR:

M. BREY ELECTRIC, INC______________

By:

Matthew Brey, President

By:

Matthew Brey, Treasurer

047293_______________________________
Contractor’s City Business License

____#_581224, Class A, B, C-10___________
State Contractor License No. & Class

ATTEST:

Stephanie Roseen, Acting City Clerk
Address:

P.O. Box 3159_California, CA 92223_

APPROVED AS TO FORM:

Jeffrey T. Melching, City Attorney

Two signatures are required if a corporation.

NOTE: APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED

BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

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2671/031858-0001
7630667.2 a05/31/18 Exhibit A

EXHIBIT A

SPECIAL REQUIREMENTS

INTENTIONALLY LEFT BLANK

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7630667.2 a05/31/18 Exhibit B

EXHIBIT B

SCOPE OF SERVICES

CITY OF MENIFEE

KAY CENICEROS AND WEST ANNEX NEW FLOORING INSTALLATION

SERVICES

Not-to-Exceed Seventeen Thousand Six Hundred Twenty Dollars and Zero Cents ($17,620.00).

The Contract Sum for performing all Services described in the Scope of Services, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, as determined by the City. The Scope of Services is further detailed on the following pages:

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7630667.2 a05/31/18 Exhibit C

EXHIBIT C

SCHEDULE OF PERFORMANCE

The Services to be performed pursuant to this Agreement are to be completed on a timely basis, with an estimated completion date of no later than December 31, 2023.

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July 19, 2023