Agenda packet — Menifee City Council, September 6, 2023 (part 3 of 5)

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Staff is recommending an amendment to the original software agreement in the not-to-exceed amount of $7,381.51, for a total revised contract amount not-to-exceed $45,972.01.

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

STRATEGIC PLAN OBJECTIVE
Regular City Business

FISCAL IMPACT
The proposed amendment with LEFTA Systems is $7,381.51. With Amendment No. 1, the total contract amount with LEFTA Systems would be $45,972.01. The costs associated through Amendment No. 1 would be funded through available funds within the Police Department’s Fiscal Year 2023/2024 and 2024/2025 budgets, under Account No. 100-4911-52800 (Professional Services). Table 1 below reflects the totals that would be allocated for each fiscal year. No additional budget requests or appropriations are required for this contract amendment.

Table 1 – Fiscal Year Allocations
Fiscal
Year
Original
Contract
Amendment
No. 1
Fiscal Year
Total
Notes
FY20/21 $19,350.00 - $19,350.00
FY21/22 $4,599.00 - $4,599.00
FY22/23 $4,736.97 - $4,736.97
FY23/24 $4,879.08 $6,300.00 $11,179.08 Additional 70 licenses (1 time fee + yearly
cost)
FY24/25 $5,025.45 $1,081.51 $6,106.96 70 licenses
(yearly cost only)
TOTALS $38,590.50 $7,381.51 $45,972.01

ATTACHMENTS

1. Amendment No. 1

2. Original Software License Agreement
Item Title: 10.15
Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 2
Menifee Mayor and City Council
September 6, 2023
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AMENDMENT NO. 1

SOFTWARE LICENSE AGREEMENT
AMENDMENT NO. 1

SOFTWARE LICENSE AGREEMENT
This is Amendment No. 1 (“Amendment No. 1”) to the Software License Agreement No. 2019- CAMPDLE/ME-01 (“Agreement”) made on January 8, 2020 between the City of Menifee (“Client”) and INTERNATIONAL BUSINESS INFORMATION TECHNOLOGIES, INC, a Florida corporation doing business as LEFTA Systems ("LEFTA Systems") for POLICE TRAINING SOFTWARE which this Amendment No. 1 is entered into on ______________, 2023 to increase the compensation amount, and augment the scope of services 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. Exhibit “A” (Purchase) to the original agreement (“Original Exhibit “A”) is supplemented to include the purchase orders attached as Exhibit “1” hereto, which details an additional seventy (70) METR licenses purchased by Client to the eighty (80) METR licenses in the Original Exhibit “A”. Except as expressly stated in Exhibit “1”, Exhibit “1” is not intended to replace the Original Exhibit “A”, but instead to supplement the Original Exhibit “A”.

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

4. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

Item Title: 10.15
Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 3
Menifee Mayor and City Council
September 6, 2023
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AMENDMENT NO. 1

SOFTWARE LICENSE AGREEMENT
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7 CLIENT INTERNATIONAL BUSINESS INFORMATION

TECHNOLOGIES, INC (LEFTA Systems)
_______________________________ _______________________________ Armando G. Villa, City Manager Bryan Selzer, CEO Attest: ________________________________
Claudia Selzer, CFO
_______________________________
Sarah A. Manwaring, City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 4
Menifee Mayor and City Council
September 6, 2023
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EXHIBIT “1”
EXHIBIT 1
Supplement to Scope of Services
To the extent any of the totals listed below encompass products included in the original Agreement (ie: annual support and hosting costs), the product totals listed in this Exhibit “1” shall supersede the total in the original Agreement for the same product.

Item Title: 10.15
Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 5
Menifee Mayor and City Council
September 6, 2023
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Item Title: 10.15
Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 6
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Item Title: 10.15
Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 7
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Item Title: 10.15
Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 8
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Item Title: 10.15
Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 9
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Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 10
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Item Title: 10.15
Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 11
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Item Title: 10.15
Agreement Amendment with LEFTA Systems for Police Training Scheduling User Licenses and Scheduling Software Item Page Number: 12
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September 6, 2023
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CITY OF MENIFEE
SUBJECT: Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek
MEETING DATE: September 6, 2023
TO: Mayor and City Council
PREPARED BY: Carlos Geronimo, Principal Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Authorize the City Manager to execute necessary documents and issue payment to Riverpark Mitigation Bank for the purchase of Environmental Mitigation Credits for the Holland Road / I- 215 Overcrossing Project in an amount not to exceed $327,250 and the Bradley Road Bridge Over Salt Creek Project in an amount not to exceed $267,750

DISCUSSION
Capital improvement projects are evaluated early in the project design phase to determine if project work may cause impacts to environmentally sensitive areas. When potential impacts are identified, mitigation of those impacts are required by various environmental agencies.

Purchasing mitigation credits (Credits) through established public or private mitigation banks is a mitigation option when onsite mitigation is not possible. Credits purchased through mitigation banks provide funding to support publicly or privately managed offsite conservation areas.

Currently, there are two City capital improvement projects that require the purchase of Credits to comply with project mitigation requirements.

Holland Road / I-215 Overcrossing
The Holland Road / I-215 Overcrossing, Capital Improvement Program (CIP) No. 13-03 (Project A) is a four-lane bridge over I-215 from Haun Road to Hannover Lane, providing a connection to the City’s east and west sides. Construction of Project A requires installation of mechanically stabilized earth retaining walls on the east side, improvements to drainage, irrigation, and landscaping, and the installation of traffic signals on Holland Road at Haun Road and Hannover Lane. Project A is currently in active construction.

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 1
Menifee Mayor and City Council
September 6, 2023
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City of Menifee Staff Report
CIP 13-03 & 13-04 Environmental Mitigation Credits
September 6, 2023

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A portion of Project A is located within the Old Paloma Wash, which is listed as a “blue-line stream” and managed by the Army Corps of Engineers (ACOE). Project A proposes to re-align the stream to accommodate the roadway and bridge construction which requires specific permits as well as the purchase of Credits. In February 2023, City Council authorized the City Manager to purchase most of the required Credits for Project A, with a total not-to-exceed amount of $600,000. At that time, staff specified that research was ongoing for the purchase of additional Credits required by the Riverside Conservation Agency (RCA) and the California Department of Fish and Wildlife (CDFW). Riverpark Mitigation Bank, the local mitigation bank, has notified staff that Credits have become available to satisfy the RCA Credits for Project A. The total purchase amount for the identified credits for Project A is $327,250.

Bradley Road Bridge Over Salt Creek
The Bradley Road Bridge Over Salt Creek project, CIP No. 13-04 (Project B), proposes to replace the existing low-flow crossing of Bradley Road at Salt Creek with a 335 foot-long by 64-foot-wide all-weather bridge to accommodate the conveyance of 100-year flood flows. Additional improvements to Bradley Road to the north and south of the proposed bridge include grading changes to support ramps on either side of the proposed bridge abutments. The Project B area includes the segment of Bradley Road located just north of the Rio Vista Drive intersection and continues to just south of the Potomac Drive intersection.

Project B would result in permanent impacts to approximately 0.21 acre of ephemeral, non- wetland waters due to the construction of the aggregate-base access ramps, bridge abutments, and rock slope protection needed to support and stabilize the bridge. CDFW, ACOE, and the Regional Water Quality Control Board (RWQCB) are the regulatory authorities for this Credit purchase and require purchasing the Credits at a 3:1 ratio, meaning that the City must purchase a total of 0.63 Credits to compensate for the 0.21 acres of impacted area. The total purchase amount for the Credits for Project B would be $267,750.

Table 1 below summarizes the Project A and Project B Credits.

Table 1 – Agency Mitigation Requirements
Project Description
Credit Acres
Required for
Purchase
Total
Purchase
Price
Project A 0.38 acres of re-establishment Credits

0.39 acres of rehabilitation Credits 0.77 acres $327,250 Project B 0.31 acres of re-establishment Credits

0.32 acres of rehabilitation Credits 0.63 acres $267,750 In order to reserve these highly sought after Credits, Riverpark Mitigation Bank required a 10% non-refundable deposit of the total Credit purchase amount for each project. The City issued payment of the deposits in the amount of $32,725 for Project A and $26,775 for project B. The 10% deposit did not require Council approval because the purchases are non-professional service costs, as outlined in section 3.12.040 of the City’s Municipal Code. The purchase of the remaining 90% of the total Credit purchases for each project do require City Council approval. The purchase Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 2
Menifee Mayor and City Council
September 6, 2023
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City of Menifee Staff Report
CIP 13-03 & 13-04 Environmental Mitigation Credits
September 6, 2023

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of the Credits from Riverpark Mitigation Bank identified in Table 1 would not adjust the overall project budget for either project as the costs of these credits were anticipated when project budgets were established.

STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility

FISCAL IMPACT
The payment of the remaining portion of the Credits for Project A and Project B would not adjust the overall Budget as funding for these costs were anticipated when establishing project budgets.

Funding for the Credit purchases for the Holland Road / I-215 Overcrossing Project (CIP 13-03) in an amount not-to-exceed $294,525 and the Bradley Road Bridge Over Salt Creek Project (CIP 13-04) in an amount not-to-exceed $240,975 have been identified in previously programmed local funds within Fiscal Year (FY) 2022/2023, which may be carried forward into FY 2023/2024 under City Manager authority. Funding for both projects is outlined in Table 2 below.

Table 2 – Identified Project Funding
Fund Project Account
Number
Available
Budget
Remaining Credit
Purchase Cost
(90%)
DIF -
Circulation
Holland Road / I-215
Overcrossing
(CIP 13-03)
526-4555-58021 $568,661 $294,525
Capital
Projects
Bradley Road Bridge
over Salt Creek
(CIP13-04)
320-4555-58000 $2,003,245 $240,975

ATTACHMENTS

1. Project Location Map – CIP 13-03

2. Project Location Map – CIP 13-04

3. Riverpark Mitigation Bank Letter – CIP 13-03

4. Riverpark Mitigation Bank Letter – CIP 13-04

5. Riverpark Mitigation Bank Agreement for Sale of Credits – CIP 13-03

6. Riverpark Mitigation Bank Agreement for Sale of Credits – CIP 13-04 Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 3
Menifee Mayor and City Council
September 6, 2023
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Project Location Map
Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 4
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September 6, 2023
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Project Location Map
Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 5
Menifee Mayor and City Council
September 6, 2023
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McCollum & Sweetwater
Mitigation and Conservation Banking
www.mccollum.com/mitigation
August 16, 2023
Mr. Carlos Geronimo
Engineering Manager
City of Menifee
29844 Haun Road
Menifee, CA 92586
RE: Riverpark Mitigation Bank Credit Reservation Agreement Dear Mr. Geronimo:

Thank you for your request to purchase 0.38 re-establishment CDFW mitigation Credits and

0.39 rehabilitation CDFW mitigation Credits at the Riverpark Mitigation Bank at $327,250.00 to satisfy certain mitigation requirements for resource impacts on the Holland Road/Interstate 215 Overcrossing project. The Bank Sponsor is working with the IRT to release Credits from Phase C of the bank. Meanwhile, in response to your request to reserve Credits from that upcoming release, please execute the accompanying Riverpark Mitigation Bank Credit Reservation Agreement and remit to EIP III Credit Co., LLC, via wire or ACH payment, the deposit amount specified below.

Payment By ACH or Wire
Email [email protected] to request wire instructions.

Including the project name in your request is helpful.

EIP III Credit Co., LLC 0.38 Credit re-establishment
and

0.39 Credit rehabilitation
$ 327,250.00
Deposit due on or before August 31, 2023 $ -32,725.00
Remaining total due within 14 days of notice of
Credit availability
$ 294,525.00
223 Town Center Parkway #1881 1064 Chalcedony St
Spring Hill, TN 37174 San Diego, CA 92109
(916) 708-2727 * [email protected] (619) 742-2068 * [email protected] Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 6
Menifee Mayor and City Council
September 6, 2023
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Mr. Carlos Geronimo
August 16, 2023

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A PDF copy of the signed Riverpark Mitigation Bank Credit Reservation Agreement may be delivered via email to:

Michael McCollum
[email protected]
With a cc of your transmittal to:

Joseph Williams
[email protected]
We will notify you when Phase C credits are released by the IRT and provide instructions for forwarding the balance due and closing the transaction.

Thank you for your interest in the Riverpark Mitigation Bank. Please contact me if you have questions.

Sincerely,
Michael McCollum
(916) 708-2727
attachments: Riverpark Mitigation Bank Credit Reservation Agreement cc: Mr. Joseph Williams, Ecosystem Investment Partners / via email Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 7
Menifee Mayor and City Council
September 6, 2023
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McCollum & Sweetwater
Mitigation and Conservation Banking
www.mccollum.com/mitigation
August 11, 2023
Mr. Carlos Geronimo
Engineering Manager
City of Menifee
29844 Haun Road
Menifee, CA 92586
RE: Riverpark Mitigation Bank Credit Reservation Agreement Dear Mr. Geronimo:

Thank you for your request to purchase 0.31 re-establishment CDFW mitigation Credits and

0.32 rehabilitation CDFW mitigation Credits at the Riverpark Mitigation Bank at $267,750.00 to satisfy certain mitigation requirements for resource impacts on the Bradley Road Bridge project. The Bank Sponsor is working with the IRT to release Credits from Phase C of the bank.

Meanwhile, in response to your request to reserve Credits from that upcoming release, please execute the accompanying Riverpark Mitigation Bank Credit Reservation Agreement and remit to EIP III Credit Co., LLC, via wire or ACH payment, the deposit amount specified below.

Payment By ACH or Wire
Email [email protected] to request wire instructions.

Including the project name in your request is helpful.

EIP III Credit Co., LLC 0.31 Credit re-establishment
and

0.32 Credit rehabilitation
$ 267,750.00
Deposit due on or before August 28, 2023 $ -26,775.00
Remaining total due within 14 days of notice of
Credit availability
$ 240,975.00
223 Town Center Parkway #1881 1064 Chalcedony St
Spring Hill, TN 37174 San Diego, CA 92109
(916) 708-2727 * [email protected] (619) 742-2068 * [email protected] Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 8
Menifee Mayor and City Council
September 6, 2023
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Mr. Carlos Geronimo
August 11, 2023

Page 2 ends

A PDF copy of the signed Riverpark Mitigation Bank Credit Reservation Agreement may be delivered via email to:

Michael McCollum
[email protected]
With a cc of your transmittal to:

Joseph Williams
[email protected]
We will notify you when Phase C credits are released by the IRT and provide instructions for forwarding the balance due and closing the transaction.

Thank you for your interest in the Riverpark Mitigation Bank. Please contact me if you have questions.

Sincerely,
Michael McCollum
(916) 708-2727
attachments: Riverpark Mitigation Bank Credit Reservation Agreement cc: Mr. Joseph Williams, Ecosystem Investment Partners / via email Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 9
Menifee Mayor and City Council
September 6, 2023
Page
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Page 1 ends

Riverpark
M i t i g a t i o n
Bank

RIVERPARK MITIGATION BANK

CREDIT RESERVATION AGREEMENT

This Reservation Agreement (“Agreement”) is made and entered in t o t h i s _ _ _ d a y o f ______, 2023 (“Effective Date”) by and between EIP III CREDIT C O., LLC, a Delaware limited liability company (“Bank Sponsor”) and CITY OF MENIFEE, a Munic ipal Corporation (Project Proponent), jointly referred to as the “Parties,” as follows:

1. INTRODUCTION.

1.1. Riverpark Mitigation Bank. The Riverpark Mitigation Bank (“Mit igation Bank” or “Bank”) has been authorized by the Army Corps of Engineers, Los Angele s District (“Corps”), United States Fish and Wildlife Service (“USFWS”), C alifornia Regional Water Quality Control Board, Region 8 (“RWQCB”) and the California Department of Fish and Wildlife (“CDFW”), collectively the Interagency Review Team, or “IRT”, p ursuant to a Mitigation Bank Enabling Instrument (“BEI”) that was fully executed on October 25, 2019, to operate as a mitigation bank with credits (“Credits”) available for sale. Th e Credits consist of Waters of the U.S., Waters of the State, and Covered Habitat Credits.

1.2. Project Proponent. Project Proponent is seeking to implement the Holland Road/Interstate 215 Overcrossing project (“Project”) locat ed within Riverside County, California, which may impact jurisdictional waters, wildlife, a nd/or habitat values, and seeks to reserve Credits from the Mitigation Bank to compensate for the loss. Project Proponent alone shall be responsible for obtaining the approval of the applicable age ncies to mitigate the impacts of its Project(s). In that regard, Bank Sponsor has made no, and makes no, representation, warranty, or guaranty that the applicable agencies will approve the Mitigati on Bank as suitable mitigation for the Project.

1.3. Purpose. The purpose of this Agreement is to grant Project Prop onent an exclusive right to purchase 0.38 re-establishment CDFW mitigation Credit and 0.39 rehabilitation CDFW mitigation Credit from the Bank.

1.4. Purchase and Sale Agreements. Bank Sponsor and Project Proponen t shall execute a Purchase and Sale Agreement (“Exhibit A”) to provide the Project Proponent with the required Credit amounts indicated in Section 2 below. This form of Purchase and Sale Agreement is as required by the Riverpark Bank Enabling Instrument, and t his transaction shall be reported by the Bank Sponsor to the regulatory agencies in accordance wi th the Riverpark Bank Enabling Instrument.

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 10
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September 6, 2023
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1.5. Effective Date. The effective da te (“Effective Date”) of this A greement shall be the date that a duly executed copy of this Agreement i s entered into by both Parties as indicated by the date entered above and equal to the date of the last signature provided on Page 5 of this Agreement.

2. RESERVATION. Upon execution of this Agreement and delivery of the Reservation Payment (defined below), Bank Sponsor hereby grants Project Proponent an exclusive right (the “Reservation”) to purchase 0.38 re-establishment CDFW mitigation Credit and 0.39 rehabilitation CDFW mitigation Credit from the Bank when they become available as provided for in Section 2.2. Project Proponent must exercise his/her/its right to reserve the Credits and provide the Reservation Payment by August 31, 2023.

2.1. Reservation Term. The term (“Reservation Term”) of the Reservation shall commence on the Effective Date and, unless sooner terminated as provided herein, shall end March 31, 2024.

2.2. Exercise. The Reservation shall be exercised by executin g the Agreement for Sale of Credits, which is attached as Exhibit A. Such exerc ise and payment of the remaining Purchase Price balance must be made within 14 days of Bank Sponsor providing notice to Project Proponent that the IRT has released a sufficient number of Cred its to satisfy the Reservation and all Credits reserved for other project proponents as of the Effective Date (“Credit Release Notice”).

3. PURCHASE AND SALE. If Projec t Proponent exercises the Reser vation, Bank Sponsor shall sell, and Project Proponent shall buy, the Credits on the terms and conditions as set forth below and in the Agreement for Sale of Credits (Exhibit A).

3.1. Purchase Price. The purchase price (“Purchase Price”) sh all be an amount equal to Three Hundred Twenty-seven Thousand Two Hundred Fifty dollars ($327,250.00), which is based upon Four Hundred Twenty-five Thousand dollars ($425,000.00) per Credit.

3.2. Project Proponent shall provide payment of Thirty-two Th ousand Seven Hundred Twenty-five dollars ($32,725.00), which is 10% of the total Purchase Price (“Reservation Payment”), in accordance with S ection 2, above. The Reservation Payment is nonrefundable except as described in Section 3.3 below. The remaining Purchas e Price balance, $ 294,525.00,
must be made within 14 days of Bank Sponsor providing Credit Re lease Notice to Project Proponent. Upon Credit Release Notice, should Project Proponent fail to exercise his/her right to purchase the total number of Credits reserved (i.e., partial pu rchase), at the election of the Bank Sponsor this reservation may be d eclared terminated and the Res ervation Payment shall remain nonrefundable.

3.3 Refund and Credit Release Requests. If Bank Sponsor receive s the full amount of the Reservation Payment in accordance with the Provisions of Section 3.1 but does not provide Project Proponent the Cr edit Release Notice by the end of the Reservation Term, then Bank Sponsor would, at the election of the Project Proponent, either: (a) extend the Agreement, or (b) refund to the Project Proponent the Reservation Payment.

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 11
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September 6, 2023
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3.4. Termination. If Bank Sponsor has not received the Reserv ation Payment by August 31, 2023, Bank Sponsor shall automatically be released from its obligation to reserve the Credits for Project Proponent, and Project Proponent shall have no further right to any of the Credits from Bank Sponsor.

In the event of a termination under this Section 3.4, the Parti es shall have no further rights or obligations with respect to each other.

4. LIMITATION OF OBLIGATIONS, RIGHTS OF PROJECT PROPONENT.

4.1. Limitation of Obligations. Project Proponent shall have no obligation whatsoever by reason of the use of the Mitigation Bank, to supp ort, pay for, monitor, report on, sustain, continue in perpetuity, or otherwise be obligated or l iable for the success or continued expense or maintenance in perpetuity of that site.

4.2. Limitation of Rights. Nothing in this Agreement shall re sult in Project Proponent having any right, title, or interest in the Mitigatio n Bank greater than that specifically granted by this Agreement. Pro ject Proponent’s sole right shal l be to purchase Credits from the Bank Sponsor that serve as the required mitigation for the Project.

4.3. Joint Use. Bank Sponsor sha ll reserve the Credits for th e sole use of the Project Proponent. This reservation shall in no way restrain Bank Sponsor from selling mitigation values or credits at the Mitigation Bank to others, so long as the aggregate number of mitigation values or credits sold to all pa rties, including Project Propon ent, does not exceed the aggregate number of mitigation values or credits that are either anticipa ted in future credit releases or authorized for sale.

4.4. Project Approvals. Project Proponent alone shall be resp onsible for obtaining the approval of the appl icable agencies to mitigate t he impacts of the Project with the Mitigation Bank. In that regard, neither Bank Sponsor nor the Bank make any representation, warranty, or guaranty that the applicable agencies will approve the Mitigation Bank as suitable mitigation for the Project. Not withstanding the foregoing, Ban k Sponsor shall reasonably cooperate with Project Proponent's efforts to obtain applicable agencies’ approval for use of the Credits by providing information required by applicable agencie s and executing documents required by the applicable agencies. Bank Sponsor shall not be obligated to bear any cost greater than a nominal expense or incur any additional liability in connection with such cooperation.

4.5. Limitations on Assignment; Transfer. Project Proponent a cknowledges that Bank Sponsor is not willing to sell mitigation values or the Cr edits which could be resold in competition with the remaining mitigation values or Credits available for sale within the Mitigation Bank. This Reservation Agreement applies solely to the Project and cannot be transferred to another project.

5. MISCELLANEOUS PROVISIONS

5.1. Notices. Any notices, requests, demands, or other commun ications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally (FedEx a nd similar services shall be Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 12
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September 6, 2023
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considered to be personal service) or by telephone facsimile or other electronic transmission (provided that the sender of a t elephone facsimile or other electronic transmission has received a return receipt signed by the Party so notified, or has other wr itten evidence of receipt), and upon the second business day after mailing, if mailed to the Party to whom notice is to be given, by first- class mail, registered or certified, postage prepaid, return receipt requested, and properly addressed as follows:

Bank Sponsor:

Joseph Williams
EIP III Credit Co., LLC
5550 Newbury Street, Suite B
Baltimore, MD 21209
Telephone: (410) 982-0240
Email: [email protected]

Project Proponent:

Mr. Carlos Geronimo
City of Menifee
29844 Haun Road
Menifee, CA 92586,
Telephone: (951) 672-6777
Email: [email protected]

Any Party may change its addre ss for purposes of this section b y giving the other Party written notice of the new address in the manner set forth above.

5.2. Modification. No waiver, a lteration, modification, or ter mination of this Agreement shall be valid unless made in writing.

5.3. Payments. Any and all obligations of the Project Proponen t under this Agreement, whether financial or otherwise, shall be payable sol ely from the revenues, income, rents, and receipts earned by the Project Proponent. Nothing h erein shall be deemed to prevent the Project Proponent from making any payments from any other l egally available source. The financial obligations of the Project Proponent payable after th e current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.

5.4. Jurisdiction. The Parties h ereby consent to the exclusiv e jurisdiction of Riverside County, California in any action on a claim arising o ut of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each Party further agrees that personal jurisdiction over him or her may be effected by servic e of process by registered or certified mail addressed as provided in Section 5.1 of this Agreement, and that when so made shall be as if served upon him or her personally within the State of California.

5.5. Non-Binding Mediation. In the event that the P arties are unable to resolve any differences concerning the terms of this Agreement, the Par ties agree to participate in nonbinding mediation concerning such differences prior to the commencement of litigation.

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 13
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September 6, 2023
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5.6. Governmental Immunity and Limitations. No term or co ndition of this Agreement shall be construed or interpreted as a waiver, expres sed or implied, of any of the immunities, rights, benefits, protections, or other provisions of the California Constitution or the Federal Tort Claims Act, 28 U.S.C. §§ 1346(b) and 2671 et seq., as applicable now and hereafter amended.

5.7. Interpretation; Entire Agreement. The headings or captio ns to the sections of this Agreement are not a part of the Agreement and shall hav e no effect upon the construction or interpretation of any part thereof. This Agreement sets forth the entire understanding between the Parties as to the subject matter of the Agreement and merges all prior discussions, negotiations, letters of understanding, or other promises, whether oral or in writing.

5.8. Attorneys' Fees. In the event any of the Parties shall c ommence legal proceedings for the purpose of enforcing any provision or condi tion hereof, or by reason of any breach arising under the provisions hereof, then the prevailing Party in such proceeding shall be entitled to court costs and reasonable attorneys' fees. Withou t limiting the generality of the foregoing, the prevailing Party sh all be entitled to recover it s attorneys' fees and other legal expenses incurred in connection with a bankruptcy or other inso lvency-related proceeding of the other Party (and including such f ees and expenses incurred in e fforts, whether successful or not, to obtain adequate protection, annulment, modification, or termination of the automatic stay).

IN WITNESS WHEREOF, the Parties have executed this Credit Reser vation Agreement as of the Effective Date.

BANK SPONSOR

EIP III CREDIT CO., LLC, a Delaware
limited liability company

By: ________________________________
Name: Joseph Williams
Its: Assistant Director of Markets

Date: _______________________

PROJECT PROPONENT

CITY OF MENIFEE, a Municipal
Corporation

By: ________________________________
Name: Armando G. Villa
Its: City Manager

Date: _________________________

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 14
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EXHIBIT A

DRAFT CREDIT PURCHASE AND SALE AGREEMENT TEMPLATE

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 15
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September 6, 2023
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Riverpark
M i t i g a t i o n
Bank

AGREEMENT FOR SALE OF CREDITS

This Agreement is entered into this ____ day of _________, 2023 , by and between EIP III CREDIT CO., LLC, a Delaware limited liability company (Bank Sponsor) and CITY OF MENIFEE, a Municipal Corporation (Project Proponent), jointl y referred to as the “Parties,” as follows:

RECITALS

A. The Bank Sponsor has develope d the Riverpark Mitigation Bank (Bank) located in Riverside County, California; and

B. The Bank has been developed pursuant to a Bank Enabling Inst rument (BEI) entered into by and between Bank Sponsor, the Los Angeles District of the U.S.

Army Corps of Engineers (USACE) (File No. SPL-2015-00318), United States Fish and Wildlife Service (USFWS), the California Regional Water Quality Control Board, Region 8 (Regional Water Boards), and the California Department of Fish and Wildlife (CDFW) (Tracking No. 1798-2015-01-R6), on December 17, 2019, and

C. Project Proponent is seeking to implement the project descri bed on Exhibit “A” attached hereto (Project), which would unavoidably and adve rsely impact Riverine Wetland, and seeks to compensate for the loss of Riverine Wetland by purchasing Credits from Bank Sponsor; and

D. Project Proponent has been aut horized by Holland Road/Inters tate 215 Project DBESP to purchase from the Bank 0.38 re-establishment C DFW mitigation Credit, and 0.39 rehabilitation CD FW mitigation Credit; and CDF W: RIV-27016 R6 to purchase from the Bank 0.02 re-establishment CDFW mitigation Credit (which is a subset of the RCA/MSHCP 0.38 re-establishment CDFW mitigation Credit a nd 0.39 rehabilitation CDFW mitigation Credit and not in addition to th e 0.38 re-establishment CDFW mitigation Credit and 0.39 r ehabilitation CDFW mitigation Credit), upon confirmation by the Bank Sponsor o f Credit availability/adequat e balance of Credits remaining for Transfer; and

E. Project Proponent desires to purchase from Bank Sponsor and Bank Sponsor desires to sell to Proje ct Proponent 0.38 re-establishm ent CDFW mitigation Credit and 0.39 rehabilitation CDFW mitigation Credit;
Item Title: 10.16
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NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Bank Sponsor hereby sells to Project Proponent and Project P roponent hereby purchases from Bank Sponsor 0.38 re-establishment CDFW mitigation Credit and

0.39 rehabilitation CDFW mitigation Credit. The Bank Sponsor wi ll upon receipt of the Purchase Price deliver to Projec t Proponent an executed Bill of Sale in the manner and form as attached hereto and marked Exhibit “B”. The Purchase Price for said Credits shall be paid by ACH payment or wire transfer of funds according to w ritten instructions provided by Bank Sponsor to Project Proponent.

2. The sale and transfer herein are not intended as a sale or t ransfer to Project Proponent of a security, license, lease, easement, or possessory or non-possessory interest in real property, nor the granting of any interest of the foregoing.

3. Project Proponent shall have no obligation whatsoever by re ason of the purchase of the Credits, to suppor t, pay for, monitor, report o n, sustain, continue in perpetuity, or otherwise be obligated or liable for the success or continued expense or maintenance in perpetuity of the Credits sold, or the Bank. Pur suant to the BEI and any amendments thereto, Bank Sponsor shall monitor and make reports to the appropriate agency or agencies on the status of any Credits sold to Project Proponent. Bank Sponsor shall be fully and completely responsible for satisfying any an d all conditions placed on the Bank or the Credits by all state or federal jurisdictional agencies.

4. The Credits sold and transferred to Project Proponent shall be non- refundable, non-transferable and non-assignable to any project other than the one listed herein and shall not be used as compensatory mitigation for any other project or purpose, except as set forth herein.

5. Project Proponent must exerci se his/her/its right to purcha se the Credits within 14 days of the date this Agreement is provided to the Pr oject Proponent. Without Bank Sponsor approval, after the 1 4-day period this Agreement w ill be considered null and void.

6. Upon purchase of the Credits speci fied in Recital D above, the Bank Sponsor shall submit to the parties listed in the Notices section of the BEI, copies of the:
a) Agreement for Sale of Credits; b) Bill of Sale; c) Payment Receipt; and d) an updated ledger. The updated ledger must detail: i) Project Proponent; ii) Project Name; iii) Status (sale complete/sale not complete); iv) Credit Sale Date; v) Per mitting Agency File/Tracking Number; vi); vii) Total Number of Credits Authori zed to Sell; viii) Total Number of Credits Sold to Date (inclusive); and ix) Balance of all Credits Available. The ledger should include all sales data from bank establishment to the present.

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 17
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September 6, 2023
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IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written.

BANK SPONSOR

EIP III CREDIT CO., LLC, a Delaware limited liability company

By: ___________________________________
Name: Joseph Williams
Its: Assistant Director of Markets

PROJECT PROPONENT

CITY OF MENIFEE, a Municipal Corporation

By: ____________________________________
Name: Armando G. Villa
Its: City Manager

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 18
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Exhibit “A”

DESCRIPTION OF PROJECT TO BE MITIGATED

Name of Project:

Holland Road/Interstate 215 Overcrossing

Project Location:

The project is located on Holland Road between Haun Road and Hanover Lane in the City of Menifee, Riverside County, California (Latitude 33.67070, longitude - 117.17095)

Permitting Agencies File/Tracking Number:

CDFW File No. RIV-27016 R6
Holland Road/Interstate 215 Project DBESP

Project Description:

The project proposes to construct a four-lane bridge to cross over the I-215 to connect the east and west sides of Holland Road from Haun road to Hanover Lane. The project also proposes to realign Willowood Way, re-striping Hanover Lane and Albion Lane, and constructing an access road on the west side of the I-215 and relocating associated utility infrastructure.

Species/Habitat Affected:

Credits to be Purchased:

0.38 re-establishment

0.39 rehabilitation

Method of payment:

Wire Transfe
r X ACH Pa yment

Item Title: 10.16
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“Exhibit B”

BILL OF SALE
Riverpark Mitigation Bank

Contract # 23__-RP

Permitting Agency File/Tracking Nos. CDFW: RIV-27016 R6 and Hol land Road/Interstate 215 Project DBESP.

In consideration of $327,250.00 , receipt of which is hereby acknowledged, EIP III Credit Co., LLC (Bank Sponsor), does hereby bargain, sell and transfer to CITY OF MENIFEE (Project Proponent), for the Holland Road/Interstate 215 Overcrossing project, 0.38 re-establishment CDFW mitigation Credit and 0.39 rehabilitation CDFW mitigation Credit in the Riverpark Mitigation Bank in Riverside County, California, developed, and approved under the authority of the Los Angeles District of the U.S.

Army Corps of Engineers (USACE), United States Fish and Wildlife Service (USFWS), the California Regional Water Quality Control Board, Region 8 (Regional Water Boards), and the California Department of Fish and Wildlife (CDFW), as mitigation for the Project described in Attachment 1.

Bank Sponsor represents and warrants that it has good title to the Credits, has good right to sell the same, and that they are free and clear o f all claims, liens, or encumbrances.

Bank Sponsor covenants and agrees with the Project Proponent t o warrant and defend the sale of the Credits hereinbefore described against a ll and every person and persons whomsoever lawfully claiming or to claim the same.

DATED: ______________________________________

EIP III CREDIT CO., LLC, a Delaware limited liability company

By: ___________________________________
Name: Joseph Williams
Its: Assistant Director of Markets

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 20
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Attachment 1
Riverpark Mitigation Bank
WETLAND CREDITS: PAYMENT RECEIPT

PROJECT PROPONENT INFORMATION

Name:

City of Menifee

Address:
29844 Haun Road
Menifee, CA 92586
Telephone: (951) 672-6777
Fax: (951) 679-3843

Contact:

Carlos Geronimo
Email [email protected]

PROJECT INFORMATION

Project Description:

Project Location:

The project is located on Holland Road between Haun Road and Hanover Lane in the City of Menifee, Riverside County, California (Latitude 33.67070, longitude - 117.17095)

Agency File/Tracking Number(s):

CDFW File No. RIV-27016 R6
RWQCB: Waived

RCA/MSHCP

Item Title: 10.16
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Species/Habitat Affected:

Credits to be Purchased:

0.38 re-establishment

0.39 rehabilitation

Item Title: 10.16
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Riverpark
M i t i g a t i o n
Bank

RIVERPARK MITIGATION BANK

CREDIT RESERVATION AGREEMENT

This Reservation Agreement (“Agreement”) is made and entered in t o t h i s _ _ _ d a y o f ______, 2023 (“Effective Date”) by and between EIP III CREDIT C O., LLC, a Delaware limited liability company (“Bank Sponsor”) and CITY OF MENIFEE, a Municipal Corporation (“Project Proponent”). Bank Sponsor and Project Proponent may be referred to individually as “Party” or collectively as the “Parties.” The Parties agree as follows:

1. INTRODUCTION.

1.2. Project Proponent. Project Proponent is seeking to implement th e Bradley Road Bridge project (“Project”) located within Riverside County, Californi a, which may impact jurisdictional waters, wildlife, and/or habitat values, and see ks to reserve Credits from the Mitigation Bank to compensate for the loss. Project Proponent a lone shall be responsible for obtaining the approval of the applicable agencies to mitigate t he impacts of its Project(s). In that regard, Bank Sponsor has made no, and makes no, representation, warranty, or guaranty that the applicable agencies will approve the Mitigation Bank as suitable mitigation for the Project.

1.3. Purpose. The purpose of this Agreement is to grant Project Prop onent an exclusive right to purchase 0.31 re-establishment CDFW mitigation Credit and 0.32 rehabilitation CDFW mitigation Credit from the Bank.

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 23
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2. RESERVATION. Upon execution of this Agreement and delivery of the Reservation Payment (defined below), Bank Sponsor hereby grants Project Proponent an exclusive right (the “Reservation”) to purchase 0.31 re-establishment CDFW mitigation Credit, and 0.32 rehabilitation CDFW mitigation Credit from the Bank when they become available as provided for in Section 2.2. Project Proponent must exercise his/her/its right to reserve the Credits and provide the Reservation Payment by August 28, 2023.

2.1. Reservation Term. The term (“Reservation Term”) of the Reservation shall commence on the Effective Date and, unless sooner terminated as provided herein, shall end March 31, 2024.

3.1. Purchase Price. The purchase price (“Purchase Price”) sh all be an amount equal to Two Hundred Sixty-seven Thousand Seven Hundred Fifty d ollars ($267,750.00), which is based upon Four Hundred Twenty-five Thousand dollars ($425,000.00) per Credit.

3.2. Project Proponent shall provide payment of Twenty-six Th ousand Seven Hundred Seventy-five dollars ($26,775.00), which is 10% of the total Purchase Price (“Reservation Payment”), in accordance with S ection 2, above. The Reservation Payment is nonrefundable except as described in Section 3.3 below. The remaining Purchas e Price balance, $240,975.00, must be made within 14 days of Bank Sponsor providing Credit Re lease Notice to Project Proponent. Upon Credit Release Notice, should Project Proponent fail to exercise his/her right to purchase the total number of Credits reserved (i.e., partial pu rchase), at the election of the Bank Sponsor this reservation may be d eclared terminated and the Res ervation Payment shall remain nonrefundable.

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 24
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3.4. Termination. If Bank Sponsor has not received the Reserv ation Payment by August 28, 2023, Bank Sponsor shall automatically be released from its obligation to reserve the Credits for Project Proponent, and Project Proponent shall have no further right to any of the Credits from Bank Sponsor.

In the event of a termination under this Section 3.4, the Parti es shall have no further rights or obligations with respect to each other.

4. LIMITATION OF OBLIGATIONS, RIGHTS OF PROJECT PROPONENT.

5. MISCELLANEOUS PROVISIONS

5.1. Notices. Any notices, requests, demands, or other commun ications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally (FedEx a nd similar services shall be Item Title: 10.16
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Bank Sponsor:

Joseph Williams
EIP III Credit Co., LLC
5550 Newbury Street, Suite B
Baltimore, MD 21209
Telephone: (410) 982-0240
Email: [email protected]

Project Proponent:

Mr. Carlos Geronimo
City of Menifee
29844 Haun Road
Menifee, CA 92586,
Telephone: (951) 672-6777
Email: [email protected]

Any Party may change its addre ss for purposes of this section b y giving the other Party written notice of the new address in the manner set forth above.

5.2. Modification. No waiver, a lteration, modification, or ter mination of this Agreement shall be valid unless made in writing.

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 26
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IN WITNESS WHEREOF, the Parties have executed this Credit Reser vation Agreement as of the Effective Date.

BANK SPONSOR

EIP III CREDIT CO., LLC, a Delaware
limited liability company

By: ________________________________
Name: Joseph Williams
Its: Assistant Director of Markets

Date: _______________________

PROJECT PROPONENT

CITY OF MENIFEE, a Municipal
Corporation

By: ________________________________
Name: Armando G. Villa
Its: City Manager

Date: _________________________

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 27
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EXHIBIT A

DRAFT CREDIT PURCHASE AND SALE AGREEMENT TEMPLATE

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 28
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September 6, 2023
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Riverpark
M i t i g a t i o n
Bank

AGREEMENT FOR SALE OF CREDITS

RECITALS

A. The Bank Sponsor has develope d the Riverpark Mitigation Bank (Bank) located in Riverside County, California; and

B. The Bank has been developed pursuant to a Bank Enabling Inst rument (BEI) entered into by and between Bank Sponsor, the Los Angeles District of the U.S.

D. Project Proponent has been au thorized by CDFW: EPIMS-RIV-40173-R6 and RWQCB: SARWQCB Project WDID# 332019-10 to purchase from the Bank 0.31 re-establishment CDFW mitigation Credit, and 0.32 rehabilitatio n CDFW mitigation Credit; and USACE: SPL-2019-00285 to purchase from the Bank ____ re-establishment USACE mitigation Credit and ____ rehabilitation USACE mitigatio n Credit (which is a subset of the 0.31 re-establishment CDFW mitigation Credit and 0.32 rehabilitation CDFW mitigation Credit and not in addition to the 0.31 re-estab lishment CDFW mitigation Credit and 0.32 rehabilitation CDFW mitigation Credi t), upon confirmation by the Bank Sponsor of Credit availability/adequate balance of Credits remaining for Transfer; and

E. Project Proponent desires to purchase from Bank Sponsor and Bank Sponsor desires to sell to Proje ct Proponent 0.31 re-establishm ent CDFW mitigation Credit and 0.32 rehabilitation CDFW mitigation Credit;
Item Title: 10.16
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NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Bank Sponsor hereby sells to Project Proponent and Project P roponent hereby purchases from Bank Sponsor 0.31 re-establishment CDFW mitigation Credit and

0.32 rehabilitation CDFW mitigation Credit. The Bank Sponsor wi ll upon receipt of the Purchase Price deliver to Projec t Proponent an executed Bill of Sale in the manner and form as attached hereto and marked Exhibit “B”. The Purchase Price for said Credits shall be paid by ACH payment or wire transfer of funds according to w ritten instructions provided by Bank Sponsor to Project Proponent.

Item Title: 10.16
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IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written.

BANK SPONSOR

EIP III CREDIT CO., LLC, a Delaware limited liability company

By: ___________________________________
Name: Joseph Williams
Its: Assistant Director of Markets

PROJECT PROPONENT

CITY OF MENIFEE, a Municipal Corporation

By: ____________________________________
Name: Armando G. Villa
Its: City Manager

Item Title: 10.16
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Exhibit “A”

DESCRIPTION OF PROJECT TO BE MITIGATED

Name of Project:

Bradley Road Bridge

Project Location:

The project site is in the City of Menifee, Riverside County, California. The project site is located on the USGS Romoland 7.5-minute quadrangle; Sections 33 and 34 of Township 5 South, Range 3 West. The approximate geographic center of the site is 117°11′19″W, 33°41′33″N. This segment of Bradley Road is located between Potomac Drive to the north and Rio Vista Drive to the south.

Permitting Agencies File/Tracking Numbers:

CDFW: EPIMS-RIV-40173-R6
RWQCB: SARWQCB Project WDID# 332019-10
USACE: SPL-2019-00285

Project Description:

The project would replace the existing low flow crossing of Bradley Road at Salt Creek with a 335 foot-long by 64-foot-wide, three-span, cast-in-place, post-tensioned, all- weather bridge to allow the conveyance of 100-year flows. The bridge would have a 12- foot-wide median, two 12-foot-wide travel lanes (one in each direction), 6-foot-10-inch shoulders on both sides, and 6-foot-wide pedestrian sidewalks on both sides with metal railings. The existing dual pipe culvert conveying flows from Salt Creek beneath Bradley Road would be removed and the existing at-grade road crossing would be demolished, recontoured and seeded with a native hydroseed mix following bridge construction. Improvements to Bradley Road to the north and south of the proposed bridge would entail grade changes to ramp up/down to the proposed bridge abutments, including reconstruction of portions of neighboring private properties. Other project components include relocating an existing Southern California Gas Company natural gas line from within Bradley Road to a point just outside of the existing road footprint, within the bridge impact area; removing two existing barbed wire fences by hand using hand tools within the southern portion of Salt Creek to the east and west of Bradley Road; reconstructing the existing paved Class I bike path, herein referred to as the Salt Creek Trail, roadway approaches, and crossing of Bradley Road; and installing two permanent, aggregate-based access ramps on the south side of Salt Creek to provide long-term access to the creek.

Species/Habitat Affected:

The project will result in 0.21 acre of permanent impacts to Salt Creek, an ephemeral, non-wetland flood control channel at this location. No state or federally listed Item Title: 10.16
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Threatened or Endangered plant or wildlife species, or habitats known to support such species, are known to occur on the project site.

Credits to be Purchased:

0.31 re-establishment

0.32 rehabilitation

Method of payment:

Wire Transmittal X ACH Payment

Item Title: 10.16
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“Exhibit B”

BILL OF SALE
Riverpark Mitigation Bank

Contract # 23__-RP

Permitting Agency File/Tracking No(s). CDFW: EPIMS-RIV-40173-R6 , RWQCB:

SARWQCB Project WDID# 332019-10, and USACE: SPL-2019-00285.

In consideration of $ 267,750.00, receipt of which is hereby a cknowledged, EIP III Credit Co., LLC (Bank Sponsor), does hereby bargain, sell and transfer to CITY OF MENIFEE (Project Proponent), for the Bradley Road Bridge project, 0.31 re- establishment CDFW mitigation Credit, and 0.32 rehabilitation CDFW mitigation Credit; and ____ re-establishment USACE mitigation Credit and ____ rehabilitation USACE mitigation Credit (which is a subset of the 0.31 re-establishment CDFW mitigation Credits and 0.32 rehabilitation CDFW mitigation Credit and not in addition to the 0.31 re-establishment CDFW mitigation Credit and 0.32 rehabilitation CDFW mitigation Credit) in the Riverpark Mitigation Bank in Riverside County, California, developed, and approved under the authority of the Los Angeles District of the U.S.

Bank Sponsor represents and warrants that it has good title to the Credits, has good right to sell the same, and that they are free and clear o f all claims, liens, or encumbrances.

DATED: ______________________________________

EIP III CREDIT CO., LLC, a Delaware limited liability company

By: ___________________________________
Name: Joseph Williams
Its: Assistant Director of Markets

Item Title: 10.16
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Attachment 1
Riverpark Mitigation Bank
WETLAND CREDITS: PAYMENT RECEIPT

PROJECT PROPONENT INFORMATION

Name:

City of Menifee

Address:
29844 Haun Road
Menifee, CA 92586
Telephone: (951) 672-6777
Fax: (951) 679-3843

Contact:

Carlos Geronimo
Email [email protected]

PROJECT INFORMATION

Project Description:

Project Location:

The project site is in the City of Menifee, Riverside County, California. The project site Item Title: 10.16
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is located on the USGS Romoland 7.5-minute quadrangle; Sections 33 and 34 of Township 5 South, Range 3 West. The approximate geographic center of the site is 117°11′19″W, 33°41′33″N. This segment of Bradley Road is located between Potomac Drive to the north and Rio Vista Drive to the south.

Agency File/Tracking Numbers:

CDFW: EPIMS-RIV-40173-R6
RWQCB: SARWQCB Project WDID# 332019-10
USACE: SPL-2019-00285

Species/Habitat Affected:

The project will result in 0.21 acre of permanent impacts to Salt Creek, an ephemeral, non-wetland flood control channel at this location. No state or federally listed Threatened or Endangered plant or wildlife species, or habitats known to support such species, are known to occur on the project site.

Credits to be Purchased:

0.31 re-establishment

0.32 rehabilitation

Item Title: 10.16
Environmental Mitigation Credit Purchases from Riverpark Mitigation Bank for Capital Improvement Projects, Holland Road / I-215 Overcrossing and Bradley Road Bridge Over Salt Creek Item Page Number: 36
Menifee Mayor and City Council
September 6, 2023
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CITY OF MENIFEE
SUBJECT: Agreement Amendments with CivilPros and Anser Advisory Management, LLC for the Newport Road Raised Median and
the Antelope/MSJC Entrance Traffic Signal Projects
MEETING DATE: September 6, 2023
TO: Mayor and City Council
PREPARED BY: Jenny McConville, Management Analyst I
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 2 to the Professional Services Agreement with CivilPros for the Newport Road Raised Median Project, Capital Improvement Project No. 22-14, to extend the agreement term through June 30, 2024; and

2. Approve and authorize the City Manager to execute Amendment No. 2 to the Professional Services Agreement with Anser Advisory Management, LLC. for the Antelope/MSJC Entrance Traffic Signal Project, Capital Improvement Project No. 22-15 to extend the agreement term through December 31, 2023.

DISCUSSION
Newport Road Raised Median Project, CIP 22-14, Amendment No. 2 On June 1, 2022, the City Council approved a Professional Services Agreement (PSA) with CivilPros to provide civil design services for the Newport Road Raised Median Project (Project), Capital Improvement Project (CIP) No. 22-14. Due to staffing changes, the expiration of the contract was overlooked, and Amendment No. 1 to the agreement was routed and approved administratively under City Manager authority. Amendment No. 1 extended the original agreement terms through August 31, 2023.

The Project design phase is nearly complete, with only irrigation/landscaping plans outstanding.

Aside from designing portions of the median on Newport Road, part of the scope of work for CivilPros under this agreement is to provide review, support, and supervision of two private developers’ portions of the median design to ensure alignment with the median designed by the City. Currently, the City’s portion is complete, one developer’s median design is at 90% design Item Title: 10.17
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September 6, 2023
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City of Menifee Staff Report
CIP 22-14 & 22-15 Amendments
September 6, 2023

Page 2 of 2 ends

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phase, which would require further review from CivilPros. In order to continue to provide support services for these items through design completion, the agreement with CivilPros must be extended through June 30, 2024.

Antelope/MSJC Entrance Traffic Signal Project, CIP 22-15, Amendment No. 2
On November 23, 2022, a PSA was approved under City Manager authority with Anser Advisory Management, LLC (Anser) to provide comprehensive labor compliance services for the Antelope/MSJC Entrance Traffic Signal Project, CIP No. 22-15. Similarly, to CIP 22-14 noted above, due to staffing changes, the expiration of the contract was overlooked. Amendment No. 1 to the agreement was approved administratively under City Manager authority, extending the original agreement terms through August 31, 2023.

The project has experienced minor delays in the timeline due to minor modifications requiring relocation of the push button for the pedestrian crosswalks and relocation of streets signs at this intersection. The project is substantially completed, but labor compliance services will still be required after completion of the construction phase and review of contractor’s certified payroll records are part of the scope of work under the agreement. In order to continue to provide services for their entire scope of work through the completion of the project, the agreement with Anser must be extended through December 31, 2023.

The proposed amendments require City Council approval as they exceed the 60-day term extension allowed under City Manager authority. It is important to note that these amendments are for term extensions only, and do not increase compensation for either of the agreements.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
There are no fiscal impacts associated with the approval of the proposed amendments as they are for term extensions only.

ATTACHMENTS

1. Project Location Maps

2. Amendment No. 2 – CIP 22-14

3. Amendment No. 1 – CIP 22-14

4. Original PSA – CIP 22-14

5. Amendment No. 2 – CIP 22-15

6. Amendment No. 1 – CIP 22-15

7. Original PSA – CIP 22-15
Item Title: 10.17
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Newport Road Raised Median (CIP 22-14)
Project Location Map
PERRIS
215
Conestoga Ct

LAKE ELSINORE

WILDOMAR
ma Ct
Hohokam Ct
Jura Ct
Apple Creek Rd
Fitzgerald Pl
R
Miles

0.30 0.15
Project Site
Path: E:\Project_Specific_Maps\Engineering_PublicWorks\NewportRaisedMedian\NewportRaisedMedian.aprx Date: 3/16/2022 Item Title: 10.17
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Item Page Number: 3
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CIP 22-15 ANTELOPE ROAD/MSJC ENTRANCE TRAFFIC SIGNAL

KEY MAP
Item Title: 10.17
Agreement Amendments with CivilPros and Anser Advisory Management, LLC for the Newport Road Raised Median and the Antelope/MSJC Entrance Traffic Signal Projects Item Page Number: 4
Menifee Mayor and City Council
September 6, 2023
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EXHIBIT A
Amendment No. 2

PROFESSIONAL SERVICES AGREEMENT
CIP 22-14 NEWPORT ROAD RAISED MEDIAN PROJECT
(BRADLEY TO MURRIETA)
This is Amendment No. 2 (“Amendment 2”) to that certain Professional Services Agreement (“Agreement”) made on June 1, 2022 between the City of Menifee (“City”) and CIVILPROS (“Consultant”) for CIP 22-14 NEWPORT ROAD RAISED MEDIAN PROJECT (BRADLEY TO MURRIETA) as amended by that certain Amendment No.1 to the Agreement entered into on August 24, 2023 (“Amendment No. 1”) which this Amendment No. 2 is made and entered into on ______________, 2023 to extend the term of services as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Agreement.

2. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on the June 1, 2022, and shall end on June 30, 2024 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.

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

4. This Amendment No. 2 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

Item Title: 10.17
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EXHIBIT A
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2 8
2 CITY OF MENIFEECIVILPROS
_______________________________ _______________________________ Armando G. Villa, City Manager Larry Shaw, San Diego Regional Manager
Attest: ________________________________
Matt Britten, Civil Engineering
Department Manager
_______________________________
Sarah Manwaring, City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.17
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CIP 22-14 NEWPORT ROAD RAISED MEDIAN PROJECT(BRADLEY TO MURRIETA)

AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 22-14 NEWPORT ROAD RAISED MEDIAN PROJECT
(BRADLEY TO MURRIETA)

This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on June 1, 2022 between the City of Menifee (“City”) and CIVILPROS (“Consultant”) for CIP 22 -14 NEWPORT ROAD RAISED MEDIAN PROJECT(BRADLEY TO MURRIETA) which this Amendment No. 1 is made and entered into on ______________, 2023 to extend the term of services as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.

2. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on the June 1, 2022 and shall end on August 31, 2023 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. All other terms and conditions of the Agreement remain in full force and effect.

4. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

DocuSign Envelope ID: 99C577A0-B0C4-4A03-A1F6-525E8B667930 DocuSign Envelope ID: 7D3F04AC-FC3C-43BC-A1DB-E8DDCAB566FD August 24
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CIP 22-14 NEWPORT ROAD RAISED MEDIAN PROJECT(BRADLEY TO MURRIETA)

CITY OF MENIFEE CIVILPROS

_______________________________ _______________________________ Armando G. Villa, City Manager Larry Shaw, San Diego Regional Manager

Attest: ________________________________

Matt Britten, Civil Engineering
Department Manager

_______________________________
Stephanie Roseen, Acting City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: 99C577A0-B0C4-4A03-A1F6-525E8B667930 DocuSign Envelope ID: 7D3F04AC-FC3C-43BC-A1DB-E8DDCAB566FD Item Title: 10.17
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2671/031858-0001
7630376.2 a01/03/22

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
CIP 22-14 NEWPORT ROAD RAISED MEDIAN PROJECT
(BRADLEY TO MURRIETA)
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 CIVILPROS, a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by th is 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 thi s Agreement and Exhibit A, this Agreement shall prevail.

1.1 Term of Services . The term of this Agreement shall begin on June 1, 2022 and shall end on June 30, 2023 unless the term of this Agreement is otherwise terminated or extended as provided for in Secti on 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

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

1.3 Assignment of Personnel . Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 June1
Item Title: 10.17
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1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

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

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed ONE HUNDRED TEN

THOUSAND SEVEN HUNDRED FIFTY THREE DOLLARS AND ZERO
CENTS ($110,753.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein.

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

2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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g. The Consultant Representative’s signature.

Invoices shall be submitted to:

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

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

2.3 Final Payment. City shall pay the last 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.

2.4 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 o f 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.

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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.

4.1 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 Worke rs’ 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.

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against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.

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

4.3 Professional Liability Insurance.
a. General requirements . Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for lic ensed 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 Ce rtificate. 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 terminatio n 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 DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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right to exercise, a t 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 refe rence: CIP 22-14 NEWPORT ROAD RAISED MEDIAN PROJECT(BRADLEY TO MURRIETA). 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, employe es, 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; p roducts 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 t o 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 pol icies 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.

DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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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. Co nsultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

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

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability . Where the law establishes a professional standard of care for performance of the Services, to the ful lest 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, cos ts, 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.

DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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5.2 Indemnification for Other than Professional Liability . Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City) , and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of th is Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

5.3 Limitation of Indemnification for Design Professionals . Notwithstan ding 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 lice nsed 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 wil lful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

SECTION 6. STATUS OF CONSULTANT.

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

DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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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 reg ulations 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 em ployee 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. Consult ant 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 lim ited 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 b e 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 Consu ltant 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 Cons ultant 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.

DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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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.

8.3 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 amoun t provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

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

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

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

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

8.8 Options upon Breach by Consultant . If Consultant materially breaches any of the terms of this Ag reement, 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; DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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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.

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

9.2 Licensing of Intellectual Property . This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, speci fications, 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 s uch 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.

DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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9.4 Inspection and Audit of Records . Any records or documents that Section 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.

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

SECTION 10. MISCELLANEOUS PROVISIONS.

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

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

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

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

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

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

10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Bob Morin, Assistant 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.

DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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10.8 City Contract Administration . This Agreement shall be administered by a City employee, Jennifer Hernandez , Management Analys t I (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwi se 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:

CIVILPROS
Attn: Bob Morin, Assistant Vice President
3850 Vine Street, Suite 110
Riverside, CA 92507
Any written notice to City shall be sent to the Contract Administrator at:

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

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

10.10 Professional Seal . Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawin gs 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 foll owing 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 DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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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.

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

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

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

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

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

DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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IN WITNESS WHEREOF, the Parties hereto have executed and entered i nto 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

Larry Shaw, San Diego Regional Manger

Matt Britten, Civil Engineering Department
Manager

[Corporation must have two signatures]
DocuSign Envelope ID: 71439AEB-82EB-4DC0-B305-2B803BD84F4D DocuSign Envelope ID: E24F8FC4-543F-4DBC-B8B9-BC433180F957 Item Title: 10.17
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EXHIBIT A

SCOPE OF SERVICES
Services shall include Professional Design Services for CIP 22-14 Newport Road Raised Median Project in the amount not to exceed ONE HUNDRED TEN THOUSAND SEVEN HUNDRED FIFTY THREE DOLLARS AND ZERO CENTS ($110,753.00) as further detailed in the following page(s).

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2671/031858-0001
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AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT

COMPREHENSIVE LABOR COMPLIANCE SERVICES FOR
CIP 22-15 ANTELOPE ROAD/MSJC ENTRANCE TRAFFIC SIGNAL PROJECT This is Amendment No. 2 (“Amendment No. 2”) to that certain Professional Services Agreement (“Agreement”) made on _November 23, 2022_ between the City of Menifee (“City”) and ANSER ADVISORY MANAGEMENT, LLC (“Consultant”) for COMPREHENSIVE LABOR COMPLIANCE SERVICES FOR CIP 22-15 ANTELOPE ROAD/MSJC ENTRANCE TRAFFIC SIGNAL PROJECT as amended by that certain Amendment No.1 to the Agreement entered into on August 15, 2023 (“Amendment No. 1”) which this Amendment No. 2 is made and entered into on ______________, 2023 to extend the term of the agreement as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Agreement.

2. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on the October 3, 2022 and shall end on December 31, 2023 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.

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

4. This Amendment No. 2 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
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AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
Anser Advisory Management, LLC
4 7
2 8
4 CITY OF MENIFEEANSER ADVISORY MANAGEMENT, LLC
_______________________________ _______________________________ Armando G. Villa, City Manager Lucas Rathe, Vice President Attest: ________________________________
Craig Halvorson, Reginal Managing
Director, EVP
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.17
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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
COMPREHENSIVE LABOR COMPLIANCE SERVICES FOR CIP 22-15 ANTELOPE

ROAD/MSJC ENTRANCE TRAFFIC SIGNAL PROJECT

This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on _November 23, 2022_ between the City of Menifee (“City”) and ANSER ADVISORY MANAGEMENT, LLC (“Consultant”) for COMPREHENSIVE LABOR COMPLIANCE SERVICES FOR CIP 22 -15 ANTELOPE ROAD/MSJC ENTRANCE TRAFFIC SIGNAL PROJECT which this Amendment No. 1 is made and entered into on ______________, 2023 to decrease the compensation amount, replace the scope and extend the term of the agreement as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.

2. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on the October 3, 2022 and shall end on August 31, 2023 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.

3. SECTION 2, “Compensation” is amended to decrease the maximum compensation by Two Thousand Two Hundred Eighty Six Dollars and Zero Cents (-$2,286.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed Nine Thousand Two Hundred Forteen Dollars and Zero Cents ($9,214.00) 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 A greement 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 replaced in full by the scope of services in Exhibit A hereto. The initial paragraph of the original Exhibit A, “Scope of Services” to the Agreement is amended to read as follows:

DocuSign Envelope ID: 75779B31-B97D-45FE-9023-122503A2A432 DocuSign Envelope ID: C9FE6C51-8AEE-470D-9F7E-0EE704AD9666 August 15
Item Title: 10.17
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Item Page Number: 30
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September 6, 2023
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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
Anser Advisory Management, LLC

SCOPE OF SERVICES

Consultant shall provide Comprehensive Labor Compliance Services For C IP 22-15 Antelope Road/MSJC Entrance Traffic Signal Project in the amount not to exceed Nine Thousand Two Hundred Forteen Dollars and Zero Cents ($9,214.00) as further detailed in the following page(s).

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

6. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
DocuSign Envelope ID: 75779B31-B97D-45FE-9023-122503A2A432 DocuSign Envelope ID: C9FE6C51-8AEE-470D-9F7E-0EE704AD9666 Item Title: 10.17
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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
Anser Advisory Management, LLC

CITY OF MENIFEE ANSER ADVISORY MANAGEMENT, LLC

_______________________________ _______________________________ Armando G. Villa, City Manager Lucas Rathe, Vice President

Attest: ________________________________
Craig Halvorson, Reginal Managing
Director, EVP

_______________________________
Stephanie Roseen, Acting City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: 75779B31-B97D-45FE-9023-122503A2A432 DocuSign Envelope ID: C9FE6C51-8AEE-470D-9F7E-0EE704AD9666 Item Title: 10.17
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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
Anser Advisory Management, LLC
DocuSign Envelope ID: 75779B31-B97D-45FE-9023-122503A2A432 DocuSign Envelope ID: C9FE6C51-8AEE-470D-9F7E-0EE704AD9666 Item Title: 10.17
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AMENDMENT NO. 1 TO

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AMENDMENT NO. 1 TO

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AMENDMENT NO. 1 TO

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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
Anser Advisory Management, LLC

DocuSign Envelope ID: 75779B31-B97D-45FE-9023-122503A2A432 DocuSign Envelope ID: C9FE6C51-8AEE-470D-9F7E-0EE704AD9666 Item Title: 10.17
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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
Anser Advisory Management, LLC

DocuSign Envelope ID: 75779B31-B97D-45FE-9023-122503A2A432 DocuSign Envelope ID: C9FE6C51-8AEE-470D-9F7E-0EE704AD9666 Item Title: 10.17
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Item Page Number: 38
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2671/031858-0001
7630421.2 a09/07/22

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
COMPREHENSIVE LABOR COMPLIANCE SERVICES FOR CIP 22-15 ANTELOPE

ROAD/MSJC ENTRANCE TRAFFIC SIGNAL PROJECT
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 ANSER ADVISORY MANAGEMENT, LLC, a Limited Liability Company (LLC) (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. SERVICES.

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

1.1 Term of Services. The term of this Agreement shall begin on October 3, 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 S
tandard 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 A
ssignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that C ity, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 T
ime . Consulta nt 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: 6C7F622C-9703-4D6B-9980-C480B7DDAD79 DocuSign Envelope ID: 0535008A-C44E-4426-898C-0B575E205CC8 November23rd
Item Title: 10.17
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1.6 C ovid- 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 ELEVEN THOUSAND FIVE HUNDRED DILLARS AND ZERO CENTS ($11,500.00) 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 A greement 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.

DocuSign Envelope ID: 6C7F622C-9703-4D6B-9980-C480B7DDAD79 DocuSign Envelope ID: 0535008A-C44E-4426-898C-0B575E205CC8 Item Title: 10.17
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Invoices shall be submitted to:

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

2.3 F
inal 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 T
otal 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 R eimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.

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

2.8 P ayment 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 facilities shall be in the sole discretion of City. In no event shall City be DocuSign Envelope ID: 6C7F622C-9703-4D6B-9980-C480B7DDAD79 DocuSign Envelope ID: 0535008A-C44E-4426-898C-0B575E205CC8 Item Title: 10.17
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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.

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.

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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. A
dditional requirements. Each of the following shall be included in t he insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

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

Any deductible or self -insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY -FIVE THOUSAND DOLLARS ($25,000), it must be approved by City.
b. C
laims -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 DocuSign Envelope ID: 6C7F622C-9703-4D6B-9980-C480B7DDAD79 DocuSign Envelope ID: 0535008A-C44E-4426-898C-0B575E205CC8 Item Title: 10.17
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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.

COMPREHENSIVE LABOR COMPLIANCE SERVICES FOR CIP 22 -15 ANTELOPE ROAD/MSJC ENTRANCE TRAFFIC SIGNAL PROJECT . 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. N
otice of Reduction in or Cancellation of Coverage. Consultant sha ll 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. A dditiona l 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.

DocuSign Envelope ID: 6C7F622C-9703-4D6B-9980-C480B7DDAD79 DocuSign Envelope ID: 0535008A-C44E-4426-898C-0B575E205CC8 Item Title: 10.17
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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 Adminis trator 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 sati sfactory 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. V
ariation . 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 R
emedies . In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

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

DocuSign Envelope ID: 6C7F622C-9703-4D6B-9980-C480B7DDAD79 DocuSign Envelope ID: 0535008A-C44E-4426-898C-0B575E205CC8 Item Title: 10.17
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5.2 Indemnification for Other than Professional Liability . Ot her than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

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

SECTION 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the 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 Agr eement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

SECTION 7. LEGAL REQUIREMENTS.

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

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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, employe es, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the P arties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

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 profession s.

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

SECTION 8. TERMINATION AND MODIFICATION.

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

8.2 T ermination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.

8.3 C onsequences 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.

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

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

8.6 A ssignment 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.

8.7 S
urvival . 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 O
ptions upon Breach by Consultant. If Consulta nt 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.

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SECTION 9. KEEPING AND STATUS OF RECORDS.

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

9.2 L
icensing 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 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 C
onsultant’s Books and Records . Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

9.4 I
nspection 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 Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought f or that purpose.

10.2 A
pplicable 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 S
everability . 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 S ection 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 N
o 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 S
uccessors and Assigns. The provisions of this Agreement shall inure to t he benefit of and shall apply to and bind the successors and assigns of the Parties.

10.7 C onsultant Representative. All matters under this Agreement shall be handled for Consultant by Lucas Rathe (“Consultant’s Representative”). The Consultant’s Representati ve 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 C
ity Contract Administration . This Agreement shall be administered by a City employee, Diego Guillen , 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 N
otices . Any written notice to Consultant shall be sent to:

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ANSER ADVISORY MANAGEMENT, LLC
Attn: Lucas Rathe
2677 N. MAIN STREET, SUITE 400
SANTA ANA, CA 92705
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Diego Guillen, Associate Engineer
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 foll owing example.

__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

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

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

10.16 N
o 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 N onliability 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 N
o 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.

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

CITY OF MENIFEE

Armando G. Villa, City Manager

Attest:

Stephanie Roseen, City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT

Lucas Rathe, Vice President

Craig Halvorson, Reginal Managing Director,
EVP

[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 Labor Compliance Services for CIP 22- 15 Antelope Road/MSJC Entrance Traffic Signal Project in the amount not to exceed ELEVEN THOUSAND FIVE HUNDRED DILLARS AND ZERO CENTS ($11,500.00) as further detailed in the following page(s).

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CITY OF MENIFEE
SUBJECT: Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
MEETING DATE: September 6, 2023
TO: Mayor and City Council
PREPARED BY: Carlos Geronimo, Engineering Manager
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 Rick Engineering Company for the development of the Citywide Bridge/Culvert Inventory Study, Capital Improvement Program No. 24-14, in an amount not-to-exceed $228,638.

DISCUSSION
Several storm drain facilities consisting of bridges, culverts under public roadways, storm drain pipelines, open channels, and other drainage systems exist within the City. Several of these facilities are nearing their 30-year useful life expectancy and would require extensive maintenance and repair. Since incorporating as a City, staff has recognized that there is little to no information as to the agency responsible for maintenance of these existing facilities and their current condition. The City-wide Bridge/Culvert Inventory Study (Study), Capital Improvement Program No. 24-14, proposes to identify and inventory existing facilities within the City limits, research as- built plans, easements, and possible maintenance agreements, perform field inspections to determine current conditions of the facilities, and develop a report which outlines recommendations for continued inspection and maintenance.

On June 19, 2023, staff released a Request for Proposal (RFP) to solicit firms to develop the Study. A single proposal from Rick Engineering Company (RICK) was received by the deadline in response to the RFP. Staff evaluated the proposal submitted by RICK and determined that it satisfied the requirements as outlined in the RFP. Staff proceeded to open the fee proposal submitted by RICK, which was for a total amount of $228,638.

Staff has determined that the cost proposal submitted is reasonable for the scope of work required, is below staff’s independent cost estimate of $233,000 and is within existing budget for the Study. City Council action is required for approval of the proposed Professional Services Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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City of Menifee Staff Report
PSA - CIP 24-14 Rick Engineering Company
September 6, 2023

Page 2 of 2 ends

1 7
7 1
Agreement for the preparation of the Study with RICK 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 development of the Study with RICK is $228,638. Funding for the Study is available through the approved Fiscal Year 2023/2024 Project Budget, as summarized in Table 1.

Table 1- Existing Project Funding
Fund Project Account
Number
Available
Balance
Cost of
Services
Quality of Life CIP 24-14 105-4555-58189 $121,810 $121,810 Gas Tax CIP 24-14 200-4555-58189 $128,190 $106,828

ATTACHMENTS

1. Professional Services Agreement – Rick Engineering Company Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
CIP 24-14 CITYWIDE BRIDGE/CULVERT INVENTORY STUDY
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 RICK ENGINEERING COMPANY, a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. SERVICES.

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

1.1 Term of Services. The term of this Agreement shall begin on September 6, 2023 and shall end on December 31, 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.

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

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

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1.6 Warranty. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the Services, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Services.

1.7 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 applicable emergency orders, directives, protocols, and best practices related to the COVID-19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed Two Hundred Twenty Eight Thousand Six Hundred Thirty Eight Dollars and Zero Cents ($228,638.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement.

Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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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 Retention of Funds, Final Payment. Consultant hereby authorizes City to retain and deduct from any amount payable to Consultant not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Consultant within sixty (60) days after final acceptance of the Services by the City and after Consultant has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Consultant 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 Consultant to insure, indemnify, and protect City as provided in this Agreement. 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.

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 Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility or equipment 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 listed below and provide certificates of insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.

The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other insureds. Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant’s indemnification liabilities as provided in Section 5.

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.

Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) 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.

Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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(ii) 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. (iii) 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.
(iv) 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 24- 14 CITYWIDE BRIDGE/CULVERT INVENTORY STUDY. The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. c. 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. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
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 Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

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

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

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Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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SECTION 5. INDEMNIFICATION.

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

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

5.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 5 to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection 5.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.

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. 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 Subsection 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.

Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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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 is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

SECTION 7. LEGAL REQUIREMENTS.

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

7.3 Prevailing Wages. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws, including, but not limited to the prevailing wage and related requirements set forth in this Subsection 7.3. 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. a. Public Work. Consultant hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Consultant, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the Labor Code. It is agreed by the Parties that, in connection with the development, construction (as defined by applicable law) and operation of the Services, including, without limitation, any public work (as defined by applicable law), if any, Consultant shall bear all risks of payment or non- payment of state and/or federal prevailing wages and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Consultant’s failure to pay prevailing wages.

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b. Labor Code of California. The Consultant’s attention is directed to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Consultant shall post a copy of the prevailing rate of per diem wages at each job site. (ii) Consultant is aware of and will comply with the provisions of Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to Labor Code Section 1771.4, Consultant must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.
(iii) Pursuant to Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (v) Pursuant to Labor Code Section 1813, it is stipulated hereby that Consultant shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.
(vi) Consultant is aware of and will comply with the provisions of Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices. Pursuant to Section 1777.5 it is hereby stipulated that Consultant will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Consultant in connection with this Agreement.
(vii) Pursuant to Labor Code Section 1775, it is hereby stipulated that Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Consultant or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations.

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Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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d. DIR Monitoring. Pursuant to Labor Code Section 1771.4, Consultant is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages. Section 5, Indemnification, specifically encompasses Claims 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 Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing 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, and/or any other similar law.

7.4 Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, and perform the Services. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.

7.5 Conflicts of Interest, Political Reform Act. Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.

7.6 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. Consultant acknowledges and agrees that to the Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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extent that the Services 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 Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.

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.

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

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

Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services described in Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

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

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

Item Title: 10.18
Agreement with Rick Engineering Company for Development of the Citywide Bridge/Culvert Inventory Study
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9.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

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

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

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

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. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing Item Title: 10.18
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and shall not be a waiver of any other default concerning the same or any other provision 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 <Brian F. Mooney, Principal> (“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, <Jenny McConville>, 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:

RICK ENGINEERING COMPANY
Attn: Brian F. Mooney, Principal
5620 Friars Road
San Diego, CA 92110
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Jenny McConville, 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 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.

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__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

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.

10.16 No Third Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

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 Item Title: 10.18
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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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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE
Armando Villa, City Manager
Attest:

Stephanie Roseen, City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT
Leslie Moulton-Post, President

Albert Cuisinot, 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 CIP 24-14 CITYWIDE BRIDGE/CULVERT INVENTORY STUDY services in the amount not to exceed Two Hundred Twenty Eight Thousand Six Hundred Thirty Eight Dollars and Zero Cents ($228,638.00) as further detailed in the following page(s).

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