Menifee City Council
February 21, 2024

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Currently, WRCOG has a Professional Services Agreement (PSA) with Yunex to provide streetlight retrofit and Operations and Maintenance (O&M) services to the member agencies in the Regional Streetlight Program. In June 2019, the City entered into an Implementation Agreement (“Agreement”) with WRCOG to implement the maintenance and repair program for the City’s streetlights as well as receive all services provided by the Program. Additionally, the City entered into Appendix 5 to the WRCOG PSA to receive streetlight O&M services provided by Yunex within the City’s jurisdiction. The Agreement’s initial expiration date, with all extensions exercised, was December 1, 2023.

WRCOG serves as the administrator of a Professional Services Agreement with Yunex and through the Program, Yunex provides services to the City. These services include routine and emergency streetlight operation and maintenance (O&M) services, project management, as- needed technical assistance for smart streetlight technologies, and as-needed support for broadband initiatives or projects. Participation in the Program has benefitted the City and Menifee community by reducing costs associated with streetlight facility charges and energy consumption, improving visibility through LED retrofitting for safer roads, and creating maintenance cost savings through regionally negotiated services that would be a higher cost if the City had contracted maintenance services separately.

In July 2023, in anticipation of the Agreement expiration with Yunex, WRCOG administered a second competitive bid process to establish a provider for continued streetlight O&M services for the Program. In October 2023 the WRCOG Executive Committee approved a second award to Yunex and authorized an updated PSA document to be executed for provision of streetlight O&M services to the member agencies in the Program. Yunex's bid included a similar scope of work as the original Agreement, including routine and extraordinary, emergency, and after-hours maintenance.

Approval of the attached First Amendment to the Implementation Agreement (“First Amendment”) with WRCOG would serve to integrate the new PSA with Yunex into the Agreement. The First Amendment also establishes a new term for this PSA effective December 1, 2023, to December 31, 2026. Approval of the proposed Appendix 5 to the new WRCOG PSA is required for the City to continue to receive streetlight O&M services from Yunex within the City’s jurisdiction. Appendix 5 includes the scope of services and service rates effective with the new PSA.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The City’s total estimated cost for Yunex services for the three-year term is $901,711. This represents routine maintenance services over the three-year term of this Agreement and is subject to change based on the number of streetlights added to or removed from the Program.

Additional and extraordinary work, such as streetlight knockdowns, are not included in this amount, but are billed to WRCOG on a time and material basis. These services are paid for from direct invoices submitted to the City by WRCOG, who then pays Yunex directly. Funding to Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
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City of Menifee Staff Report
WRCOG Regional Streetlight Program PSA
February 21, 2024

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support streetlight O&M costs is available within the approved operating budget for Fiscal Years 2023/2024 and 2024/2025 within the Gas Tax Street Maintenance/Lighting accounts (200-4552) and Special District funds. No additional budget appropriation(s) would be required for this action.

ATTACHMENTS

1. WRCOG Implementation Agreement – Original

2. First Amendment to Implementation Agreement

3. Appendix 5
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
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IMPLEMENTATION AGREEMENT BETWEEN THE WESTERN

RIVERSIDE COUNCIL OF GOVERNMENTS AND THE CITY OF

MENIFEE TO IMPLEMENT THE MAINTENANCE AND REPAIR

PROGRAM FOR STREETLIGHTS
This Implementation Agreement (“Agreement”) is entered into as of June 27, 2019 (“Effective Date”) by and between the WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS (“WRCOG”), a joint powers authority formed under Government Code sections 6500 et seq., and The City of MENIFEE (“Member Agency”), a public agency formed under the laws of the State of California. WRCOG and the Member Agency are sometimes collectively referred to in this Agreement as the “Parties” or individually as a “Party.”

RECITALS
WHEREAS, various cities within Riverside County and the County of Riverside entered into a Joint Powers Agreement on April 1, 1991, as amended from time to time, to create WRCOG (the “JPA”); and
WHEREAS, Member Agency is a signatory to the JPA; and
WHEREAS, Article VIII of the JPA permits any WRCOG member agency, when authorized by the Executive Committee, to execute this Agreement for the purpose of authorizing WRCOG to implement, manage and administer area-wide and regional programs in the interest of the local public welfare; and
WHEREAS, the JPA permits WRCOG, when authorized by an Implementation Agreement, to make and enter into such contracts, incur such debts and obligations, assess contributions from the members, and perform such other acts as are necessary to the accomplishment of the purposes of such agreement; and
WHEREAS, over the course of 2016 and 2017, WRCOG negotiated a template purchase and sale agreement, and other associated agreements, with Southern California Edison (“SCE”) to permit WRCOG’s member agencies to acquire streetlights from SCE; and WHEREAS, the Member Agency desires to acquire such streetlights from SCE and install, retrofit such lights with certain energy efficiency improvements; and WHEREAS, the Member Agency intends to enter into that Equipment Lease/Purchase Agreement dated June 27, 2019 (as amended, the “Lease Agreement”) with Banc of America Leasing & Capital, LLC (together with its successors and assigns, “BALCAP”) in order to finance the acquisition, installation and retrofitting of streetlights within its jurisdiction; and WHEREAS, as a condition of such Lease Agreement, the Member Agency must properly maintain, repair and replace such streetlights during the term of the Lease Agreement; and WHEREAS, WRCOG and Member Agency believe that economies of scale can be achieved if maintenance, repair, retrofitting and replacement services of streetlights were provided 1 Item Title: 10.7
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to several of WRCOG’s member agencies under one or more agreements which would be administered by WRCOG; and
WHEREAS, WRCOG member agencies have the common power to enter into an agreement for the maintenance, repair, retrofitting and replacement of streetlights in their jurisdictions and administer such agreement; and
WHEREAS, WRCOG and the Member Agency desire to enter into this Agreement in order to authorize WRCOG to enter into one or more agreements with third party providers for the provision of maintenance, repair, retrofitting and replacement services of streetlights on behalf of Member Agency within the Member Agency’s jurisdiction and administer such agreements ; and WHEREAS, the Executive Committee of WRCOG and the City Council of the Member Agency have each authorized WRCOG and the City Council, respectively, to enter into this Agreement; and
WHEREAS, WRCOG, the Member Agency, Wilmington Trust, National Association (together with any successor paying agent, the “Paying Agent”), and BALCAP will enter into a Paying Agent Agreement dated June 27, 2019 (as in order to facilitate the orderly distribution of payments required under this Implementation Agreement and the Lease Agreement (as amended, “Paying Agent Agreement”); and
WHEREAS, the Member Agency, Wilmington Trust, National Association, as escrow agent, and BALCAP will enter into an Escrow and Account Control Agreement to fulfill the deposit requirements under the Lease Agreement (as amended, “Escrow Agreement”).

NOW, THEREFORE, the Parties hereby understand and agree as follows:

AGREEMENT

1. Maintenance, Repair, and Access

1.1 WRCOG shall enter into an agreement (the “Professional Services Agreement”) for the provision of retrofitting services and regular maintenance and repair services for those streetlights listed in Exhibit A (the “Services”), attached hereto and incorporated herein located in Member Agency’s jurisdiction. Maintenance and repair activities shall consist of repair of electrical wiring and light fixtures, replacement of burned-out lamps, repair and replacement of damaged equipment caused by auto accidents and vandalism, and marking the location of underground electrical conduits for the Dig Alert: Underground Service Alert program, as needed. So long as the Lease Agreement is in effect and not later than three months prior to the termination of any such Professional Services Agreement, WRCOG shall either: (a) renew the Professional Services Agreement; or (b) enter into a Professional Services Agreement with a new vendor.

1.2 In addition, WRCOG shall enter into an agreement (the “Equipment Purchase Agreement”) for the purchase of all equipment associated with the Services. 2 Item Title: 10.7
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1.3 In addition to the Services, WRCOG shall enter into a future agreement (the “Re- lamping Services Agreement”) to provide capital replacement services for such streetlighting, otherwise known as “Re-lamping Services.” Re-lamping Services may be provided under the Professional Services Agreement, through amendment to the Professional Services Agreement, or through a separate agreement.

1.4 WRCOG shall cause the Services to be performed to conduct activities on an as required basis. Non-emergency and emergency maintenance may be performed at Member Agency’s request, but will be subject to the provisions of Section 4 of this Agreement.

1.5 WRCOG shall provide streetlight system reviews and reports including a summary of system activities on an annual basis.

1.6 In order for the contractors to perform the Services and Re-lamping Services, Member Agency hereby grants to WRCOG a no-cost license and right to access the streetlights and adjacent Member Agency properties and rights-of-way for the sole purpose of performing the services under this Agreement. This license and right-of-access shall run concurrently with the Agreement. Notwithstanding the foregoing, WRCOG will require its contractors performing the Services and Re-lamping Services to follow each Member Agency’s encroachment and right-of- way access procedures. In complying with these procedures, Member Agency shall not charge the contractors a fee and will not unreasonably delay or deny the contractors access to the streetlights and adjacent Member Agency properties and rights-of-way.

1.7 Member Agency understands and agrees that WRCOG intends to retain one or more contractor (or contractors) for the performance of the Services and the Re-lamping Services.

WRCOG shall take all necessary steps to ensure Member Agency holds the right to enforce the terms of WRCOG’s agreement with said contractor (or contractors) as it pertains to the Services and the Re-lamping Services rendered in Member Agency’s jurisdiction. In retaining said contractor(s), WRCOG shall comply with all applicable laws, including any applicable public bidding requirements.

1.8 Insurance.

WRCOG shall require that its contractors or subcontractors retained for the Services in furtherance of WRCOG’s performance of its obligations under this Agreement (“Contractor(s)”) shall procure and maintain, at their sole cost and expense during the entire term of any agreement including any extension thereof, the following minimum policies of insurance:
(a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (b) Minimum Limits of Insurance. Contractors shall maintain limits no less than: (1) General Liability: $5,000,000 per occurrence for bodily injury, personal injury and 3 Item Title: 10.7
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property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to any such agreement between WRCOG and the Contractor/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $5,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California.

Employer’s Liability limits of $5,000,000 per accident for bodily injury or disease. (c) Professional Liability. Contractors shall procure and maintain, and require its sub- consultants to procure and maintain, for a period of five (5) years following completion of the Services, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $2,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to any agreement between WRCOG and the Contractor and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contractors. “Covered Professional Services” as designated in the policy must specifically include work performed under such agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.
(d) Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractors shall provide endorsements on forms supplied or approved by WRCOG to add the following provisions to the insurance policies:
(1) General Liability.
(i) Commercial General Liability Insurance must include coverage for (1) Bodily Injury and Property Damage; (2) Personal
Injury/Advertising Injury; (3) Premises/Operations Liability; (4) Products/Completed Operations Liability; (5) Aggregate Limits that Apply per Project; (6) Explosion, Collapse and Underground (UCX) exclusion deleted; (7) Contractual Liability with respect to this such agreement; (8) Broad Form Property Damage; and (9) Independent Consultants Coverage.
(ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement between WRCOG and the Contractor.
(iii) The policy shall give WRCOG, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
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(iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from WRCOG’s or any Member Agency’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage.
(2) Automobile Liability.
(i) The automobile liability policy shall be endorsed to state that: (1) WRCOG, its Member Agency, and WRCOG’s and its Member
Agency’ directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractors or for which the Contractors are responsible; and (2) the insurance coverage shall be primary insurance as respects WRCOG, its Member Agency, and WRCOG’s and its Member Agency’ directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by WRCOG, its Member Agency, and WRCOG’s and its Member
Agency’ directors, officials, officers, employees, agents and volunteers shall be excess of the Contractors’s insurance and shall not be called upon to contribute with it in any way.
(3) Workers’ Compensation and Employers Liability Coverage. (i) Each Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under the Agreement between WRCOG and the Contractor.
(ii) The insurer shall agree to waive all rights of subrogation against WRCOG, its Member Agency, and WRCOG’s and its Member
Agency’ directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor.
(4) All Coverages.
(i) Defense costs shall be payable in addition to the limits set forth hereunder.
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(ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
(iii) The limits of insurance required in any agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of WRCOG and each Member Agency (if agreed to in a written contract or agreement) before WRCOG’s or any Member Agency’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies).
(iv) Contractors shall provide WRCOG at least thirty (30) days prior written notice of cancellation of any policy required by the agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of the agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to WRCOG at least ten (10) days prior to the effective date of cancellation or expiration.
(v) The retroactive date (if any) of each policy is to be no later than the effective date of the agreement with the Contractor. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under the agreement.

Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of the agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of the agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by WRCOG, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to the agreement with the contractor, including but not limited to, the provisions concerning indemnification.
(vii) If at any time during the life of the agreement with the Contractor, any policy of insurance required under such agreement does not 6 Item Title: 10.7
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comply with these specifications or is canceled and not replaced, WRCOG and the applicable Member Agency(ies) have the right but not the duty to obtain the insurance they deems necessary and any premium paid by WRCOG and the applicable Member Agency(ies) will be promptly reimbursed by Contractor or WRCOG (and the applicable Member Agency(ies)) will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, WRCOG may cancel the agreement with the Contractor. WRCOG may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project.
(viii) Neither WRCOG, its Member Agencies, nor WRCOG’s or its Member Agencies’ directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of the agreement with the Contractor.
(e)
(f)
Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to WRCOG, its Member Agency, and WRCOG’s and its Member Agency directors, officials, officers, employees, agents and volunteers.

Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by WRCOG. Contractor shall guarantee that, at the option of WRCOG, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
(g)
(h)
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.

Best’s rating no less than A:VII, licensed to do business in California, and satisfactory to WRCOG and the applicable Member Agency.

Verification of Coverage. Contractor shall furnish WRCOG and the applicable Member Agency with original certificates of insurance and endorsements effecting coverage required by the agreement with Contractor on forms satisfactory to WRCOG. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by WRCOG if requested. All certificates and endorsements must be received and approved by WRCOG before work commences. WRCOG reserves the right to require complete, certified copies of all required insurance policies, at any time.
(i) Subconsultant Insurance Requirements. Contractor shall not allow any subcontractors or subconsultants to commence work on any subcontract until they 7 Item Title: 10.7
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have provided evidence satisfactory to WRCOG that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents and volunteers as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor, WRCOG may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. (j) Member Agency acknowledges and agrees that the insurance requirements under this Agreement (including those for which WRCOG is obligated) do not relieve the Member Agency of its insurance requirements required under Section 7.02 of the Lease Agreement.

1.9 Indemnification.

WRCOG shall cause Contractors responsible for the performance of the Services to defend, indemnify and hold the WRCOG, its Member Agency, and WRCOG’s and its Member Agency’ officials, officers, consultants, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or the Agreement between WRCOG and the Contractor, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against WRCOG, its Member Agency, and WRCOG’s and its Member Agency’ directors, officials, officers, consultants, employees, agents or volunteers. Contractors shall pay and satisfy any judgment, award or decree that may be rendered against WRCOG, its Member Agency, and WRCOG’s and its Member Agency’ directors, officials, officers, consultants, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractors shall reimburse WRCOG, its Member Agency, and WRCOG’s and its Member Agency’ directors, officials, officers, consultants, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractors’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by WRCOG, its Member Agency, and WRCOG’s and its Member Agency’ directors, officials, officers, consultants, employees, agents or volunteers.

WRCOG shall ensure that the indemnification survives the expiration or termination of any agreement with the Contractors. Notwithstanding the foregoing, WRCOG may include a provision in any agreement with the Contractors noting that, to the extent the Services are subject to Civil Code Section 2782.8, the indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractors.
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1.10 Surety Bonds.

For the Services, WRCOG shall secure from its Contractor(s), a payment and performance bond (“Surety Bond”) executed by a surety company authorized to do business in the State of California, having a financial strength rating by A.M. Best Company of “A-” or better, and otherwise satisfactory to the applicable Member Agency as a co obligee in a sum equal to the entire amount to become payable under the agreement with its Contractor(s) for the applicable Member Agency. Each bond shall be conditioned on the completion of the Services for the applicable Member Agency and upon payment of all claims of subcontractors and suppliers. WRCOG shall cause the Contractor to require the surety company to add WRCOG and BALCAP as a co obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to WRCOG and BALCAP promptly upon receipt thereof by the Contractor. WRCOG shall promptly thereafter share a copy with the applicable Member Agency. Any proceeds from a Surety Bond shall be applied in accordance with such Surety Bond to the payment and performance of the Contractor(s)’s obligations in accordance with the related agreement(s) and, if for whatever reason such proceeds are not so applied, then first to amounts due BALCAP under Section 4.05 and 7.04 of the Lease Agreement, and any remaining amounts shall be payable to the applicable Member Agency.

2. Member Agency Payments

2.1 The Member Agency shall make all payments in the amounts and at the times as required in the Paying Agent Agreement. Payments shall be made by the Member Agency to the fund established under the Paying Agent Agreement entitled Menifee Equipment Lease/Purchase Agreement, Account No. _________” (the “Collection Fund”) by wire transfer as follows:

Wire instructions for
The City of Menifee
Streetlight Acquisition & Retrofit
Manufacturers & Traders Trust Company
Wilmington, DE
ABA #031100092
A/C #1001
Ref: City of Menifee/WRCOG
Attn: Corporate Trust

2.2 The Member Agency shall pay all Rental Payments due under the Lease Agreement to the Paying Agent (for deposit into Collection Fund and further deposit into the Rental Payment Subaccount) at the times and in the amounts required in the Paying Agent Agreement, including Annex I attached thereto (and in any event no later than required under the Lease Agreement).

2.3 The Member Agency shall pay all fees, costs or expenses due and owing to the Paying Agent under the Paying Agent Agreement including in accordance with the column titled “Paying Agent Fee Subaccount” on Annex I attached thereto, together with any past due amounts due to the Paying Agent thereunder, to the Paying Agent for deposit into the Collection Fund and for further distribution as provided in the Paying Agent Agreement. 9 Item Title: 10.7
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2.4 Member Agency shall make payments in an amount sufficient to pay the amount of the administrative fees due and payable to WRCOG under this Agreement at the times and in the amounts as required by the Paying Agent Agreement and in accordance with the column titled “Administrative Fee Subaccount” on Annex I attached thereto, together with any past due administrative fee amounts owing to WRCOG, to the Paying Agent for deposit into the Collection Fund and for further distribution as provided in the Paying Agent Agreement.

2.5 Member Agency shall make payments owing with respect to Services provided by WRCOG under Section 1.1 hereof, at the times and in the amounts as required by the Paying Agent Agreement and accordance with the column titled “Annual Maintenance Subaccount” on Annex I attached to the Paying Agent Agreement, plus any amounts due and unpaid with respect to Services performed, to the Paying Agent for deposit into the Collection Fund and for further distribution as provided in the Paying Agent Agreement.

2.6 The Member Agency shall make payments for Re-lamping Services to the Paying Agent at the times and in the amounts as required by the Paying Agent Agreement and accordance with the column titled “Re-lamping Reserve Subaccount” on Annex I attached to the Paying Agent Agreement, plus any amounts due and unpaid with respect to Re-lamping Services performed, to the Paying Agent for deposit into the Collection Fund and for further distribution as provided in the Paying Agent Agreement. In the event of a deficiency in the Re-lamping Reserve Subaccount to make payment on any of amounts due for fees and costs associated with the Re-lamping Services for the Member Agency, the Member Agency shall deposit with the Paying Agent for deposit into the Collection Fund and for further distribution as provided in the Paying Agent Agreement an amount equal to the deficiency in the Re-lamping Reserve Subaccount.

2.7 The Member Agency hereby grants WRCOG the authority to provide the Paying Agent with instructions on requisitions from the Administrative Fee Subaccount, the Annual Maintenance Subaccount and the Re-lamping Reserve Subaccount. WRCOG shall maintain records of payment relating to expenditures from such funds and subaccounts and make such records available to the Member Agency upon request.

2.8 The Member Agency and WRCOG acknowledges that if insufficient funds are appropriated to make payments pursuant to the Lease Agreement or any payments required pursuant to this Agreement, the Paying Agent shall distribute funds from the Collection Fund as follows:

First, deposit moneys into the Rental Payment Subaccount to exclusion of all the other subaccounts until there exists in the Rental Payment Subaccount funds sufficient to pay all Rental Payments then past due and owing plus an amount sufficient to pay all Rental Payments then due and owing plus an amount sufficient pay the sum of the Rental Payment Interest Portion plus the Rental Payment Principal Portion coming due on the next succeeding Payment Date as reflected on Annex I of the Paying Agent Agreement, plus any past due amounts and interest thereon, fees, costs, expenses and any other amounts due to Lessor under the Lease Agreement or any related agreement; Second, after all amounts required to be deposited into the Rental Payment Subaccount have been deposited in full, deposit moneys into the Paying Agent Fee Subaccount to the extent available;
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Third, after all amounts required to be deposited into the Rental Payment Subaccount and the Paying Agent Fee Subaccount have been deposited in full, deposit moneys into the Administrative Fee Subaccount to the extent funds are available; Fourth, after all amounts required to be deposited into the Rental Payment Subaccount, the Paying Agent Fee Subaccount and the Administrative Fee Subaccount have been deposited in full, deposit moneys to the Annual Maintenance Subaccount to the extent available;
Fifth, after all amounts required to be deposited into the Rental Payment Subaccount, the Paying Agent Fee Subaccount, the Administrative Fee Subaccount and the Annual Maintenance Subaccount have been deposited in full, deposit amounts in the Re-lamping Reserve Subaccount to the extent available.

Each subaccount shall be as described in the Paying Agent Agreement.

2.9 Notwithstanding anything to the contrary herein, so long as Member Agency transmits the amounts due hereunder to the Paying Agent by the respective due dates, Member Agency’s obligation with respect to such due amounts shall be satisfied. Subject to the terms of the Lease Agreement, Member Agency shall not be liable in any way for failure or delay by the Paying Agent to transfer such amounts to the proper recipients.

3. Initial Cut-Over Process and Installation of LED Lights Upon transfer of the streetlights to the Member Agency, pursuant to the Pole Agreement, WRCOG shall coordinate and manage the cut-over process involving the removal of SCE tags and replacement with new tags for tracking purposes. WRCOG shall also coordinate and manage the retrofitting of the streetlights identified in Section 1 of this Agreement with Member Agency- approved LED luminaires. The costs associated with this process shall be paid by Member Agency as a Transition Cost or Severance Cost (each as defined in the Pole Agreement, as defined in the Lease Agreement) through disbursements (approved by BALCAP) from the escrow account established in accordance with the Escrow Agreement.

4. Emergency Maintenance
WRCOG shall perform, only at the express request of the Member Agency, emergency maintenance activities for the streetlights identified in Section 1 of this Agreement. Emergency maintenance performed under the Services Agreement pursuant to this Section shall be charged to Member Agency directly on a reasonable time and materials basis. When emergency maintenance services are provided hereunder, WRCOG shall submit to Member Agency a monthly invoice by the 15th of the month immediately following the month in which the services were performed.

Member Agency shall then pay said invoice in full within thirty (30) days following its receipt of the invoice.
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5. Term, Termination, and Default

5.1 This Agreement shall commence on the Effective Date set forth above and continue in perpetuity unless and until otherwise modified or terminated by any Party under the terms of this Agreement.

5.2 Upon an event of non-appropriation pursuant to Section 5.3 hereof or written notice of not less than one fiscal year, either Party may terminate this Agreement without cause.

Termination shall not relieve the Party of its proportionate share of any debts or other liabilities incurred under this Agreement prior to the effective date of the Party’s notice of termination. Any termination of this Agreement shall be subject to Section 9.02 of the Lease Agreement.

5.3 If any payment due from Member Agency is not received by WRCOG when due, the Member Agency shall pay an administrative late charge of five percent (5%) of the amount paid or the maximum amount permitted by law, whichever is less. Member Agency’s obligations to provide payments under this Agreement is subject to Member Agency’s annual budget process and the making of necessary budget appropriations in the fiscal year in which Member Agency would pay the obligations. In the event the governing body of the Member Agency does not make a budgetary appropriation for the payments under this Agreement for an upcoming fiscal year, Member Agency shall notify WRCOG within 5 days of such decision to not appropriate, and this Agreement shall be terminated as of the commencement on such upcoming fiscal year.

5.4 So long as this Agreement is not terminated pursuant to Section 5.3 hereof, if any payment due from Member Agency under this Agreement is not received by WRCOG within 10 days of the due date, the amount shall bear interest at 5.00% annually. The Parties agree that this late charge represents a fair and reasonable estimate of the administrative costs that WRCOG will incur by reason of a late payment by Member Agency. Acceptance of any late payment charge shall not constitute a waiver from exercising any of the other rights and remedies available to WRCOG under this Agreement, at law or in equity, including, but not limited to, any interest charges imposed herein. Furthermore, if Member Agency has not made any payment due under this Agreement within thirty (30) days following the due date, WRCOG may terminate this Agreement for cause. Termination of this Agreement by WRCOG for cause shall not relieve Member Agency of its proportionate share of any debts or other liabilities incurred under this Agreement prior to the effective date of the WRCOG’s notice of termination.

6. Environmental Review
WRCOG shall be the lead agency under the California Environmental Quality Act for any environmental review that may be required under this Agreement.

7. Cooperative Effort
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8. Miscellaneous Provisions

8.1 Notice. Any and all communications and/or notices in connection with this Agreement shall be either hand-delivered or sent by United States first class mail, postage prepaid, and addressed as follows:

WRCOG:

Western Riverside Council of Governments
4080 Lemon Street, 3rd Floor. MS1032
Riverside, CA 92501-3609
Attn: Executive Director
MEMBER AGENCY:

City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: City Manager

8.2 Entire Agreement. This Agreement, together with the JPA and WRCOG By-laws, constitutes the entire agreement among the Parties. This Agreement supersedes any and all other agreements, either oral or in writing, among the Parties with respect to the subject matter hereof and contains all of the covenants and agreements among them with respect to said matters, and each Party acknowledges that no representation, inducement, promise of agreement, oral or otherwise, has been made by the other Party or anyone acting on behalf of the other Party that is not embodied herein.

8.3 Successors and Assigns. This Agreement and each of its covenants and conditions shall be binding on and shall inure to the benefit of the Parties and their respective successors and assigns. A Party may only assign or transfer its rights and obligations under this Agreement with prior written approval of the other Party, which approval shall not be unreasonably withheld.

8.4 Attorney’s Fees. If any action at law or equity, including any action for declaratory relief is brought to enforce or interpret the provisions of this Agreement, each Party to the litigation shall bear its own attorney’s fees and costs.

8.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, as applicable. Venue shall be in Riverside County.

8.6 No Third Party Beneficiaries. This Agreement shall not create any right or interest in the public, or any member thereof, as a third party beneficiary hereof, nor shall it authorize anyone not a Party to this Agreement to maintain a suit for personal injuries or property damages under the provisions of this Agreement. The duties, obligations, and responsibilities of the Parties to this Agreement with respect to third party beneficiaries shall remain as imposed under existing state and federal law.
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8.7 Severability. In the event one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, such portion shall be deemed severed from this Agreement and the remaining parts of this Agreement shall remain in full force and effect as though such invalid, illegal, or unenforceable portion had never been a part of this Agreement.

8.8 Headings. The paragraph headings used in this Agreement are for the convenience of the Parties and are not intended to be used as an aid to interpretation.

8.9 Amendment. This Agreement may be modified or amended by the Parties at any time. Such modifications or amendments must be mutually agreed upon and executed in writing by both Parties. Verbal modifications or amendments to this Agreement shall be of no effect. Any amendment of this Agreement shall be subject to Section 9.02 of the Lease Agreement. 14 Item Title: 10.7
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EXHIBIT A

TO IMPLEMENTATION AGREEMENT
See Exhibit A
to Equipment Lease/Purchase
Agreement
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[PLACEHOLDER] : Exhibit “A” to Appendix # 5-Equipment Specifications - Post Closing To be delivered directly to BALCAP
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[PLACEHOLDER] : Exhibit “B” to Appendix # 5-Delivery Schedule - Post Closing To be delivered directly to BALCAP
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EXHIBIT “C”

FEE SCHEDULE
* **
***
*Quantity of fixtures and total price subject to change per Final True-up performed by SCE’s Inventory and Inspection Period and final count of City-owned lights that City’s would like to add to the project.
**Unit price set at a Not-to-Exceed price unless otherwise approved by WRCOG representative.

Does not include price of Photocell.
***Tax rate subject to change per jurisdiction.

Appendix 5 – Menifee – Exhibit C
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AMENDED AND RESTATED

WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Amended and Restated Agreement is made and entered into this 27 day of March, 2018 (“Effective Date”), by and between the Western Riverside Council of Governments, a California public agency (“WRCOG”) and SIEMENS INDUSTRY INC., INTELLIGENT TRAFFIC SYSTEMS (“Consultant”). WRCOG and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. DEFINITIONS, INCORPORATED DOCUMENTS, AND RECITALS.

2.1 Original Agreement
On or about December 18, 2017, the Parties entered into that certain Professional Services Agreement for professional services for the Project (as defined herein) (“Original Agreement”). Parties now desire to amend and restate the Original Agreement to include additional language requested by the lender to the Member Agencies (as defined herein) consistent with that Equipment Lease/Purchase Agreement entered into between each Member Agency and Banc of America Leasing & Capital, LLC (together with its successors and assigns, “Lessor”) in order to finance the acquisition, installation and retrofitting of streetlights within the Member Agency’s jurisdiction (as amended, the “Lease Agreement”). The Parties expressly hereby agree that the Lease Agreement is not being incorporated into this Agreement and shall not be deemed a part of this Agreement.

2.2 Member Agency.
“Member Agency” means any and all member agencies participating in WRCOG’s street light program in accordance with an Implementation Agreement. The following local agencies are Member Agencies for the purposes of this Agreement:
• City of Eastvale
• City of Hemet
• Jurupa Community
• City of Moreno Valley
• City of Murrieta
• City of Perris
Services District • City of San Jacinto
• City of Lake Elsinore
• City of Menifee
•
•
City of Temecula
City of Wildomar

2.3 Incorporated Documents.

2.3.1 Request for Proposal. The Request for Proposal No. 17-04 (“RFP”) issued by WRCOG on March 10, 2017 and the Consultant’s response to the RFP dated May 11, 2017 are incorporated herein by this reference.
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2.3.2 Appendices and Exhibits. Each Member Agency shall execute its own Appendix, which shall cover the following for that Member Agency: Scope of Services (Exhibit A), Schedule of Services (Exhibit B), and Compensation (Exhibit C). The following Appendices, including their Exhibits, are attached hereto and incorporated herein by this reference:
• Appendix 1 – City of Eastvale
• Appendix 2 – City of Hemet
• Appendix 3 – Jurupa Community Services District
• Appendix 4 – City of Lake Elsinore
• Appendix 5 – City of Menifee
• Appendix 6 – City of Moreno Valley
• Appendix 7 – City of Murrieta
• Appendix 8 – City of Perris
• Appendix 9 – City of San Jacinto
• Appendix 10 – City of Temecula
• Appendix 11 – City of Wildomar

2.4 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by WRCOG and its Member Agencies on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing LED street light installation and ongoing operations and maintenance of street light systems, is licensed in the State of California, and is familiar with the plans of WRCOG and its Member Agencies.

2.5 Project.

WRCOG desires to engage Consultant to render such professional services for the installation of LED street lights and the ongoing operations and maintenance of the street light systems for Member Agencies. (“Project”) as set forth in this Agreement and the RFP.

3. TERMS.

3.1 Scope of Services and Term.
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3.1.1 General Scope of Services. Consultant promises and agrees to furnish to WRCOG and the applicable Member Agencies all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform LED street light installation and ongoing operations and maintenance of street light systems necessary for the Project (“Services”). The Services are more particularly described in the RFP and in Exhibit “A” to each Appendix attached hereto and incorporated herein by reference, and which are stated in the proposal to WRCOG and approved by WRCOG’s Executive Committee. All Services shall be subject to, and performed in accordance with, this Agreement, the appendices and exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from the Effective Date to December 1, 2022, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. WRCOG shall have the option to extend the term of this Agreement for two (2) additional one (1) year periods (“Option Term”) by notifying Consultant in writing prior to the end of the term of this Agreement, or any then-current Option Term, of its election to so exercise its option. The Option Term may be exercised by WRCOG on behalf of all or any number of Member Agencies, subject to prior written approval from the relevant Member Agency with respect to the extension of its respective Appendix. Compensation for work during any Option Term shall be at the rates set forth in Exhibit “C”, but otherwise all other terms and obligations of this Agreement shall continue to apply during any Option Term.

3.1.3 Assignability of Agreement. WRCOG reserves the right to assign this Agreement to other entities, subject to prior written approval from the relevant Member Agency with respect to an assignment of its respective Appendix. Assignment(s) will be subject to the same terms and conditions included in this Agreement. Other entities shall negotiate the pricing for the Services and supplies with the Consultant and include necessary provisions for management of their specific projects. WRCOG shall have no responsibility for the Consultant’s performance under any assignments.

3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. WRCOG retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of WRCOG or any Member Agency and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
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3.2.2 Schedule of Services. Consultant shall perform the Services for WRCOG and the applicable Member Agencies expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” to each Appendix attached hereto and incorporated herein by reference. Consultant understands and agrees that in the event that the schedule for delivery of Services to any Member Agency, as identified in Exhibit “B” to any Appendix, is delayed, for any reason whatsoever including through the fault of WRCOG or the Member Agency, the delay shall not be used as a reason for delay on the part of the Contractor in meeting the schedule for delivery of Services to any other Member Agency.

Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, WRCOG and the applicable Member Agency shall respond to Consultant’s submittals in a timely manner. Upon request of WRCOG or any Member Agency, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of WRCOG and the applicable Member Agency.

3.2.4 Substitution of Key Personnel. Consultant has represented to WRCOG that certain key personnel will perform and coordinate the Services under this Agreement.

Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of WRCOG. In the event that WRCOG and Consultant cannot agree as to the substitution of key personnel, WRCOG shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to WRCOG, or who are determined by the WRCOG to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the WRCOG. The key personnel for performance of this Agreement are as follows: Alex Valenti, Bryan Berlin, Candace Gallaher, Michael Hutchens and Steven Teal.

3.2.5 WRCOG’s Representative. WRCOG hereby designates Rick Bishop, or his or her designee, to act as its representative for the performance of this Agreement (“WRCOG’s Representative”). WRCOG’s Representative shall have the power to act on behalf of WRCOG for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than WRCOG’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates Steven Teal, or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the 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. 4 Item Title: 10.7
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3.2.7 Coordination of Services. Consultant agrees to work closely with WRCOG staff in the performance of Services and shall be available to WRCOG’s staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from WRCOG or any Member Agency, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by WRCOG or the applicable Member Agency to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to WRCOG or the applicable Member Agency, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to WRCOG, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold WRCOG, its Member Agencies, and WRCOG’s and the Member Agencies’ officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Consultant shall not commence the Services under this Agreement until it has provided evidence satisfactory to WRCOG that it has secured all insurance required under this section, in a form and with insurance companies acceptable to WRCOG. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to WRCOG that the subcontractor has secured all insurance required under this section.

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persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors.

Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability:

Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $5,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $5,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $5,000,000 per accident for bodily injury or disease.

3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Services, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $2,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by WRCOG to add the following provisions to the insurance policies:
(A) General Liability.
(i) Commercial General Liability Insurance must
include coverage for (1) Bodily Injury and Property Damage; (2) Personal Injury/Advertising Injury; (3) Premises/Operations Liability; (4) Products/Completed Operations Liability; (5) Aggregate Limits that Apply per Project; (6) Explosion, Collapse and Underground (UCX) exclusion deleted; (7) Contractual Liability with respect to this Agreement; (8) Broad Form Property Damage; and (9) Independent Consultants Coverage. 6 Item Title: 10.7
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(ii) The policy shall contain no endorsements or
provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.
(iii) The policy shall give WRCOG, its directors,
officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy
shall be “primary and non-contributory” and will not seek contribution from WRCOG’s or any Member Agency’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage.
(B) Automobile Liability.
(i) The automobile liability policy shall be endorsed to state that: (1) WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability
Coverage.
(i) Consultant certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) The insurer shall agree to waive all rights of
subrogation against WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages.
(i) Defense costs shall be payable in addition to the
limits set forth hereunder.
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(ii) Requirements of specific coverage or limits
contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of WRCOG and each Member Agency (if agreed to in a written contract or agreement) before WRCOG’s or any Member Agency’s own insurance or self-insurance shall be called upon to protect it as a named insured.

The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies).
(iv) Consultant shall provide WRCOG at least thirty
(30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to WRCOG at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and
limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by WRCOG, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, WRCOG and its Member Agencies have the right but not the duty to obtain the insurance they deems necessary and any premium paid by WRCOG and its Member Agencies will be promptly reimbursed by Consultant or WRCOG (and the applicable Member Agency) will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, WRCOG may cancel this Agreement. WRCOG may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither WRCOG, its Member Agencies, nor
WRCOG’s or its Member Agencies’ directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 8 Item Title: 10.7
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3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents and volunteers.

3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by WRCOG. Consultant shall guarantee that, at the option of WRCOG, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, licensed to do business in California, and satisfactory to WRCOG and each Member Agency.

3.2.10.8 Verification of Coverage. Consultant shall furnish WRCOG and each Member Agency with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to WRCOG. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by WRCOG if requested. All certificates and endorsements must be received and approved by WRCOG before work commences. WRCOG reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.10.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to WRCOG that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents and volunteers as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, WRCOG may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or 9 Item Title: 10.7
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injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.12 Surety Bonds. Consultant shall provide each Member Agency with a payment and performance bond (“Surety Bond”) executed by a surety company authorized to do business in the State, having a financial strength rating by A.M. Best Company of “A-” or better, and otherwise satisfactory to the Member Agency and naming the Member Agency as a co- obligee in a sum equal to the entire amount to become payable under the Appendix to this Agreement applicable to the Member Agency. Each bond shall be conditioned on the completion of the Services for that Member Agency and upon payment of all claims of subconsultants and suppliers. Consultant shall cause the surety company to add WRCOG and Banc of America Leasing & Capital LLC as a co-obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to WRCOG and Banc of America Leasing & Capital LLC promptly upon receipt thereof by Consultant. Any proceeds from a Surety Bond shall be applied in accordance with such Surety Bond to the payment and performance of the Consultant’s obligations in accordance with this Agreement and all Appendices and, if for whatever reason such proceeds are not so applied, then first to amounts due Lessor (as defined in the Lease Agreement) pursuant to Section 4.05 and 7.04 of the Lease Agreement, and any remaining amounts shall be payable to Lessee (as defined in the Lease Agreement).

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” to each Appendix attached hereto and incorporated herein by reference. The total compensation shall not exceed Five Million Nine Hundred Thirteen Thousand Seventy-Three Dollars ($5,913,073) over a five year contract period without written approval of WRCOG’s Executive Director and the applicable Member Agency. Extra Work may be authorized, as described below; and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to WRCOG a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. At a minimum, Consultant shall provide a statement with sufficient detail to enable WRCOG or the Member Agency to make payment to Consultant from the appropriate account in accordance with the Paying Agent Agreement (as defined in the Lease Agreement) and/or Escrow Agreement (as defined in the Lease Agreement), as applicable (i.e., retrofit specific costs to be identified separately from other Services under this Agreement).

WRCOG shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by WRCOG.

3.3.4 Extra Work. At any time during the term of this Agreement, WRCOG may request that Consultant perform Extra Work. As used herein, “Extra Work” means any 10 Item Title: 10.7
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work which is determined by WRCOG to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from WRCOG’s Representative.

3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. WRCOG shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of WRCOG or any applicable Member Agency during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. WRCOG may, subject to prior written approval from the relevant Member Agency and by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. In addition, each Member Agency may, by written notice to WRCOG and Consultant, terminate its Appendix to this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to WRCOG or the applicable Member Agency, and Consultant shall be 11 Item Title: 10.7
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entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, WRCOG may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such documents and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, WRCOG and its Member Agencies may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: 9225 Bee Cave Road, Building B, Suite 101
Austin, TX 78733
Attn: Steven Teal
Facsimile: (512) 421-6617
WRCOG: Western Riverside Council of Governments
4080 Lemon Street, 3rd Floor, MS 1032
Riverside, CA 92501
Attn: Rick Bishop
Facsimile: (951) 787-7991
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Inspection of Installation Data and Maintenance Records.

3.5.3.1 During the course of this Agreement, and upon reasonable advance notice and during normal business hours, WRCOG and its Member Agencies may inspect and examine the installation data and maintenance records specifically created or collected by Consultant under this Agreement. Upon termination or expiration of this Agreement, Consultant will provide to WRCOG and its Member Agencies the installation data and maintenance records specifically created or collected by Consultant under this Agreement. The installation data and maintenance records shall include all final installation data, customer service reports and inquiry activity, and maintenance records, but shall not be deemed to include any proprietary, confidential, or protected information, programs, platforms, and/or materials of Consultant.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data either created by or provided to Consultant in 12 Item Title: 10.7
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connection with the performance of this Agreement shall be held confidential by Consultant.

Such materials shall not, without the prior written consent of WRCOG and the relevant Member Agency, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use WRCOG’s or any Member Agency’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of WRCOG or the applicable Member Agency.

3.5.3.3 Infringement Indemnification. Consultant shall defend, indemnify and hold WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by WRCOG or any Member Agency of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.5.6 Indemnification. Consultant shall defend, indemnify and hold the WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ officials, officers, consultants, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses. Consultant shall defend, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, consultants, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, consultants, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, consultants, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorneys fees, incurred by each of them in connection therewith or in 13 Item Title: 10.7
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enforcing the indemnity herein provided. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, consultants, employees, agents or volunteers. This section shall survive any expiration or termination of this Agreement.

Notwithstanding the foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 Right to Employ Other Consultants. WRCOG reserves the right for itself and its Member Agencies to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.

3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of WRCOG, subject to prior written approval from each applicable Member Agency to the extent such assignment, hypothecation or transfer could impact such Member Agency’s Appendix. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to WRCOG include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. All references to Member Agencies include their elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
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3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties, subject to prior written approval from each applicable Member Agency to the extent such supplement, modification, or amendment impacts such Member Agency’s Appendix.

3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties with the exception of the Member Agencies, which are expressly considered to be third party beneficiaries and are entitled to enforce any and all rights and remedies held by the Member Agency itself or by WRCOG under this Agreement.

3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, WRCOG shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of WRCOG, during the term of his or her service with WRCOG, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any WRCOG’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party 15 Item Title: 10.7
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warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of WRCOG, subject to prior written approval from the applicable Member Agency to the extent such work relates to such Member Agency’s Appendix. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [SIGNATURES ON FOLLOWING PAGE]
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EXHIBIT “A”

SCOPE OF SERVICES
Siemens Intelligent Traffic System proposes the following scope of work for services related to the street lights located in the Western Riverside Council of Governments (WRCOG) subregion.

These services include the turnkey services related to installation of LED street lights and the ongoing operations and maintenance of the street light systems for member jurisdictions. These services are extended to the street lights currently owned by the member jurisdictions, those to be purchased from Southern California Edison and any additional assets that are installed within the contract period. Siemens extends this contract for 5 years for date of execution, with the option for additional extension if agreed upon by all parties. All services included in the Scope of Services will be billed per the rates outlined in Exhibit C.

Project Development
The Project Development phase includes several key elements that must take place for member jurisdictions to effectively acquire street lights from Southern California Edison (SCE), efficiently convert to LED technology and begin operating and maintaining the system.

1. SCE Coordination- Facilitate the “Cut-Over” Process with SCE Siemens will assist WRCOG and member jurisdictions in communication and scheduling with Southern California Edison representatives during the acquisition phase. Siemens will coordinate the development of an agreed upon schedule and geographic plan for the associated field work and cutover of assets from SCE to member jurisdictions. Specific scope includes:
•
•
•
•
Participation in SCE calls
Develop cut over schedule and work flow with SCE subcontractors Provide review of “fielding” data from SCE and associated subcontractors Update Street light database to include new street lights previously not included in valuations and other associated data corrections/modification/additions.

Track billing adjustments from SCE as street lights are acquired Support WRCOG and its member jurisdictions with the Inventory, Inspection and Transition Activities as identified in the City’s Purchase and Sales Agreement (Agreement) with SCE
•
•
•

2. Street light pole tagging and field verification
Siemens will install street light pole tags during the installation of the LED street light fixture. The tags will either be furnished by WRCOG, member jurisdiction or by Siemens. The associated pole tags will be designed and approved with jurisdiction/regional street light numbering sequence by WRCOG and/or jurisdiction staff. Siemens will install pole tags and update the web based WRCOG database of information for each pole, referencing the associated pole number.

Siemens will verify street light asset attributes during the LED installation utilizing the web based WRCOG database. The information to be reaffirmed in the database upon conversion shall Appendix 5 – Menifee – Exhibit A
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include condition of asset, GPS coordinates for each asset, pole type, pole height, arm length, luminaire type, wattage, lamp type, voltage, general pole condition, service feed type: overhead or underground, city and SCE pole structure number (in the case the numbers are different) and description of point of demarcation between jurisdiction and SCE facilities.

3. Procurement Support- LED Material Selection and Design (optional) Siemens can provide support in the process of selecting and procuring fixtures for the project and provide recommendations to the City for final approval. This service includes identifying material vendors, soliciting proposals from vendors and performing a detailed evaluation of material proposals submitted.

Fixture selection is typically based on a variety of factors that ultimately will lead to identification of the best solution for the customer. Some of the factors considered are:
•
•
•
•
•
•
•
Fixture efficiency
Demonstrated durability
Material cost
Availability/production lead times
Design functionality
SCE rebate eligibility
Life-cycle cost
Concurrent with the evaluation of fixture alternatives, Siemens can provide additional design support. This includes evaluating basic standard lighting configurations which exist on various street types throughout a jurisdiction. This includes reviewing current existing light levels, performing photometric analysis and recommended replacement fixture standards to apply throughout the conversion process. The process of ordering and staging replacement LED fixtures will be greatly aided by establishing these conventions. These services will be billed at a time and material basis per the labor rates outlined in Exhibit C. In the event that Siemens provides procurement services, Siemens will waive the fees associated with this service.

Project Implementation
The implementation phase addresses the various tasks needed to convert each newly acquired street light with a suitable LED fixture and process all data, billing and rebate applications.

Siemens will develop a City specific project plan which will include pre-construction meetings, staging of material, installation, and other acquisition and retrofit project milestones.

1. Procurement Support- LED Material Purchasing (optional) Siemens can direct purchase associated material for the project as approved by the WRCOG and member jurisdiction. This procurement support extends to all associated materials, such as LED fixtures, photocells, pole tags, lighting controls, poles, mast arms and all other associated street light system components. Siemens can receive, warehouse and manage all material prior to installation and process all warranty information with manufacturers as needed. Warranty Appendix 5 – Menifee – Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 66

Menifee Mayor and City Council
February 21, 2024
Page
938 of 1711

information will be retained by Siemens with appropriate copies provided to the member jurisdiction for future use.

2. LED Fixture Installation
Siemens will coordinate and complete all aspects of the conversion of HID fixtures to LED fixtures. This includes coordinating with WRCOG staff regarding procurement, receiving materials at a jurisdiction facility during typical working hours, providing equipment and labor for the complete installation of LED fixture and associated materials and field update of WRCOG provided web based GIS database.

Prior to beginning conversion efforts, Siemens will coordinate all traffic control requirements with the member jurisdiction to gain approval for approved methods for various street configurations, including allowable working hours on arterials, in commercial areas and in residential neighborhoods. MUTCD standards will be adhered to.

Installation progress will be tracked on a daily basis by the project’s Siemens Field Supervisor and Project Manager, and a brief status report that includes project status and any current issues will be provided to WRCOG and the jurisdiction on a weekly basis.

3. House Side Shield Installation
Siemens will install manufacturer approved house-side shields on LED street lights, as instructed by member jurisdiction. All requests for shields will be reviewed and approved by member jurisdiction staff prior to installation. Siemens can collaborate with member jurisdiction on specific strategies for implementing house side shields during the LED conversion. Siemens will install house-side shield on up to 10% of new LED street lights upon request, within the first year. Full cost of material and labor included in retrofit costs.

Siemens recommends that house side shields for LEDs be installed at sites where HPS fixtures currently have them. The like-for-like replacement can increase customer satisfaction and reduce the amount of visits to the same location.

4. HID Fixture Disposal
Siemens will be responsible for all fixture disposal and recycling. Disposal of existing luminaries and any other discarded materials will follow all applicable California Recycle and Disposal Laws. Siemens will produce a recycling plan, to be approved by the member jurisdiction.

Following disposal, a manifest of disposal will be provided to the member jurisdiction, that specifies what was recycled, what was sent to the landfill, and how hazardous material was disposed of. Siemens reserves the right to select disposal and recycling firms. This includes use of approved bins and locations for temporary holding locations of fixtures, etc. All disposal costs, fees, etc. are included in the retrofit costs.

5. Record Documents
Following the completion of the implementation phase and City acceptance, Siemens will generate project close out documentation. This includes (but is not limited to) the following:

Appendix 5 – Menifee – Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 67

Menifee Mayor and City Council
February 21, 2024
Page
939 of 1711

•
•
Final Installation Data
A summary report of the LED installation database information updated throughout the installation. This is based on the WRCOG provided web based database.

As-built documentation (as-needed)•
•
•
•
As-built schedule of the project and a comparison of the actual installation vs. the scheduled baseline.

A summary of any scope changes that occurred
Siemens will prepare and submit the final rebate documentation to the utility. In addition, Siemens will verify that the billing rate change has been submitted and accepted, and that the utility bill is correct.

Once the rebate is secured, the billing is verified then a final project closeout report will be generated. This will consist of a complete inventory database of the installed system with GIS locations and attributed of the LED street light system. Furthermore, this report will also include the final results of the rebate allocation, the energy savings to date and the final estimated energy savings for future years, summarizing the final results of the project.

Maintenance Phase
This phase will begin once a member jurisdiction pays SCE for a group of assets. This will be done in phases to be determined by SCE, the City and Siemens.

The maintenance phase will transition from initial maintenance of the existing poles with HID fixtures to maintenance of existing poles with new LED fixtures as the project progresses.

Siemens will provide maintenance services for all fixtures acquired by the City from SCE and provide a monthly bill prorating the fixtures acquired throughout the previous month, by technology and fixture type.

General Maintenance will consist of all operations and repairs starting at the pull box or bottom of street light pole where the fuse holder or secondary power source necessary to keep all street lights operations, and associated wiring within the street light circuit.

1. Customer Service
Siemens will develop and implement a customer service portal for each member jurisdiction to effectively manage all incoming street light inquiries from public and from the member jurisdiction. General customer services include:
•
•
•
•
24/7 telephone and web based reporting service
Web portal access for member jurisdiction and designated representatives Quarterly reporting/summaries of customer inquiry activity Customer service feedback survey
Appendix 5 – Menifee – Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 68

Menifee Mayor and City Council
February 21, 2024
Page
940 of 1711

2. Routine Street light Maintenance Duties
A base monthly fee is established for maintenance of the street light system on a per month, per light basis. Siemens will respond to standard maintenance calls within 5 working days. The fee will reflect the total number of lights being served along with and adjustments for special fixtures/poles.

Routine Maintenance tasks include but are not limited to:
•
•
•
•
•
•
•
•
•
•
RMA of LED Fixture (Shipping and handling)
Warranty management of defective LEDs
Traffic Control
General Cleaning During Call Out
Outage Nights Checks
Photocell Replacement
Fuse Replacement
Fuse Holders Replacement
Hand Hole Covers (up to 0.05% of stock, annually)
False Calls
The fee is expected to be all inclusive, with the sole exceptions being those items identified in the extraordinary maintenance section. Annual services include:
•
•
System problem assessment/diagnostics
Repair and replacement of damaged/inoperable fixture material o For HID fixtures this can include repair or replacement of constituent parts. Such as lamps, ballasts, starters, reflectors, diffusers, etc. o For LED fixtures this can include repair or replacement of constituent parts. Such as drivers, lenses, and LED arrays. Typically LED fixtures will be covered under warranty and will be processed accordingly.
•
•
Photocell repair and maintenance
Hand hole cover replacement of standard hand hole covers. Limited to 0.05% of stock annually.
•
•
•
•
•
Coordination with 3rd party attachment licensees
Quarterly review of system operation (night check)
General cleaning of fixture during maintenance call out Customer service portal operations
LED fixture warranty processing
•

3. Extraordinary Street light Maintenance Duties
Siemens recognizes that there will be situations that can and will occur during the maintenance phase of the project that are best addressed individually based on the actual occurrence and not covered under a monthly fixture price. Items such as accidents resulting in the street lights being damaged and replaced or the need for specialized shielding devices are expected to Appendix 5 – Menifee – Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 69

Menifee Mayor and City Council
February 21, 2024
Page
941 of 1711

occur, though the frequency may vary considerably. These items are being defined as extraordinary maintenance and not included in the base monthly fee for standard maintenance.

The following items have specifically been identified as extraordinary maintenance:
• 24/7 emergency response and securing field location for basic public safety. This would typically include pushing pole out of the right-of-way or from private property, taping off the area of the debris, capping/taping live wires, checking street light circuit and documenting all work activities for insurance purposes. • Pole knockdown repair. Services can include:
o
o
o
o
removal of all associated spoils and debris from original installation installation of new street light pole and associated system components installation of associated foundation
Adjacent concrete repair/cap replacement
•
•
•
•
•
House side shield installation (if occurs after year one) Overhead wiring replacement
Pole graffiti abatement
Pole painting
USA Dig Alert services
Appendix 5 – Menifee – Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 70

Menifee Mayor and City Council
February 21, 2024
Page
942 of 1711

EXHIBIT “B”

SCHEDULE OF SERVICES
Streetlight Timeline
Acquisition
Process
SCE sends
to CPUC
CPUC
approval
date
Est.

Financial
Closing
SCE
Transition
Start
Phase 1 Phase 2 (if
needed)
Phase 3 (if
needed)
Phase 4 (if
needed)Transition
(retrofit
start)
Retrofit, O&M, LED fixture, and
financing GOALS
Retrofit, O&M
service selection
GOAL
Finance Closing
and LED
selection GOAL
LED fixture delivery date GOAL
Menifee
Appendix 5 – Menifee – Exhibit B
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance Item Page Number: 71

Menifee Mayor and City Council
February 21, 2024
Page
943 of 1711

EXHIBIT “C”

COMPENSATION

BILLING RATES
Item Description Unit Cost
Project Development
This includes the labor for installation of a unique
pole ID tag for each pole. Pole tags will be affixed to poles with an adhesive, no riveting or drilling will be performed. The pole tags will be installed at the same
time as the LED fixture conversion.

Street light
pole ID tag1 $10.00/pole
Project Implementation
This includes the costs for labor, equipment (trucks,
lifts, tools, traffic control, etc.) and materials needed to replace existing cobra head fixtures with a newLED $57.00/ Each2 replacement LED fixture. Includes update of WRCOG database Cobra head with model number installed and installation date.

This also included the cost for disposal of HID
materials.

This includes the costs for labor, equipment (trucks,
lifts, tools, traffic control, etc.) and materials needed to replace existing post top fixtures with a new LED
fixture. Includes update of database with model
number installed and installation date. The cost per
pole shall not include the cost of the actual fixture.

This includes the costs for installation only of new
house side shields including labor, equipment (trucks,
tools, etc.) and incidental materials needed for the
installation. Includes update of database. The cost
does not include the cost of the shield itself.

LED
replacement
Decorative
$114.00/
Each3
4 House side
shield
installation
As Separate
call
$64.00/
Each
Routine Maintenance- Pre-LED Conversion
This includes the monthly costs for maintenance of
all HPS cobra head fixtures during the period from
acquisition of poles through retrofit with new LED
fixture. Costs include all labor, materials and
equipment needed to keep the existing fixtures
functioning properly until the new LED fixtures are
installed. This includes all anticipated costs for repairs and maintenance during that time including bulb
HPS Fixture
Maintenance –
Cobra (labor,
materials,
$1.55/
each/month5
equipment)
Appendix 5 – Menifee – Exhibit C
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 72

Menifee Mayor and City Council
February 21, 2024
Page
944 of 1711

replacements, ballast replacements, field calls etc. as assumed and prorated across the HPS inventory.

This includes the monthly costs for maintenance of
all HPS post top fixtures during the period from
acquisition of poles through retrofit with new LEDHPS Fixture Maintenance – fixture. Costs include all labor, materials and Post Top Acorn equipment needed to keep the existing fixtures $3.50/ each/month6
7 (labor, functioning properly until the new LED fixtures are installed. This includes all anticipated costs for repairs and maintenance during that time including bulb
replacements, ballast replacements, field calls etc. as assumed and prorated across the HPS inventory.

This includes the cost for each HPS house side shield
installation that may be requested during the pre-
retrofit stage. Costs include all labor, equipment and
materials including the cost of the shield. These
would be billed on an individual basis (not monthly or
per pole being maintained).
materials,
equipment)
HPS House
side shield
installation
(labor,
$64.00/
Each
materials,
equipment)
Maintenance- Post LED Conversion
This includes the cost for all regular maintenance andLED Fixture Maintenance
Cobra head
associated tasks to maintain the cobrahead fixtures in
the street light system. Detailed scope is included in
the Part 1. Scope of Work document above.
$0.65/
each/month8
9 This includes the cost for all regular maintenance and associated tasks to maintain the post top fixtures in
the street light system. Detailed scope is included in
the Part 1. Scope of Work document above.

LED Fixture
Maintenance
Decorative
$2.00/
each/month
This includes the costs for labor, equipment (trucks,
lifts, tools, traffic control, etc.) and materials needed to replace existing cobra head fixtures with a newLED $57.00/ Each10 Replacement LED fixture. Includes update of WRCOG database Cobra head with model number installed and installation date.

This also included the cost for disposal of HID
materials.

This includes the costs for labor, equipment (trucks,
lifts, tools, traffic control, etc.) and materials needed to replace existing post top fixtures with a new LED
fixture. Includes update of database with model
number installed and installation date. The cost per
pole shall not include the cost of the actual fixture.

This includes the costs associated with the
installation of a house side shield on a LED fixture
LED
Replacement
Decorative
$114.00/
Each11
12 House side
shield
$64.00/
Each
Appendix 5 – Menifee – Exhibit C
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 73

Menifee Mayor and City Council
February 21, 2024
Page
945 of 1711

installation excluding the cost of the actual shield. The costs should include labor, equipment, tools and incidental
materials needed to complete a standard installation.

This assumes a standard cobra head style fixture and
a factory standard shield available for purchase (does
not include custom installations and decorative
fixtures).

Extraordinary Maintenance
(Reference pricing only- this scope will be quoted on time and material basis) This includes the costs associated with the
replacement of an entire street light pole, luminaire
arm, fixture and wiring typically associated with a
street light knockdown that does not require
replacement of the foundation. This is based on the
following assumptions: a 30 foot, marbelite pole with
a standard 150 watt equivalent LED cobra head
fixture.Knockdown
pole
replacement
No foundation
$4,600.00/
Each13 The City understands that there will be considerable variation in costs for these repairs under the contract and anticipates work being authorized individually
through a quote process.

These repairs will not be completed as part of an
initial emergency response. Costs are based on a
single replacement with work completed during
normal work hours scheduled within the requested
repair interval.

Appendix 5 – Menifee – Exhibit C
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 74

Menifee Mayor and City Council
February 21, 2024
Page
946 of 1711

This includes the costs associated with the
replacement of an entire street light pole, luminaire
arm, fixture and wiring typically associated with a
street light knockdown that does require
replacement of the foundation. This is based on the
following assumptions: a 30 foot, marbelite pole with
a standard 150 watt equivalent LED cobra head
fixture.Knockdown
pole $6,925.00/
Each14 replacement The City understands that there will be considerable with variation in costs for these repairs under the contract and anticipates work being authorized individually
through a quote process.
foundation
These repairs will not be completed as part of an
initial emergency response. Costs are based on a
single replacement with work completed during
normal work hours scheduled within the requested
repair interval.

This includes the cost of labor, materials and
equipment to purchase, supply and replace a pull box
lid with a fiberlyte lid due to damage or missing lid.

This includes the estimated cost per pole to remove
or cover reported graffiti. Costs include labor,
equipment and materials needed to complete each
individual abatement assuming time required to
abate graffiti is less than 30 minutes. Work limited to under 4SF and/or lower than 7ft.

Pull box lid
replacement
$165.00/
Each15
16 Pole graffiti
abatement
$65.00/
Each
Total cost to repair or replace damaged overhead
wiring. Cost provided per foot of wire being replaced.

Costs include labor, equipment and materials to
complete the repair during normal working hours.Overhead wiring
replacement
$15/foot, or
lump sum
as quoted
17 18
The City understands that there will be considerable
variation in costs for these repairs under the contract and anticipates work being authorized individually
through a quote process.

This includes the costs on a per occurrence (per pole)
basis for all labor, equipment and materials needed
to prep and paint a standard metal street light pole
(assume 30 foot). It is assumed that a minimum of 5
$479.00/
EachPole painting
Appendix 5 – Menifee – Exhibit C
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 75

Menifee Mayor and City Council
February 21, 2024
Page
947 of 1711

poles and a maximum of 20 poles would be
scheduled for painting as a group.

Siemens typically prices this service out on a per
occurrence basis. This includes the following:

Siemens technician identifies the point of
demarcation on site using field equipment. This is
typically limited to approximately 100-150 linear ft
per call out.
$225.00/
Each19 USA Dig Alert
Siemens will evaluate maintenance contract values annually and discuss any needed adjustments with member jurisdictions. Siemens typically utilizes the US Consumer Price Index to calculate annual escalations.

Schedule of Values- Time and Material Rates

1. Labor Regular Time* Overtime* Premium Time*
Maintenance
Superintendent
Foreman
Electrician
Laborer
Energy Engineer

2. Equipment
Bucket Truck
Service Truck
$105.00
$105.00
$98.00
$85.00
$180.00
$135.00
$135.00
$125.00
$160.00
$160.00
$145.00
$135.00
N/A
$115.00
N/A
Rate per Hour
$28.00
$25.00

3. Material Mark up (from actual invoice cost)
Street light LED Retrofit Installation
Materials
Street light Maintenance Materials
* Work hours are as follows:
15%
15%
o Regular Hours – 7:30am to 4:00pm Monday Thru Friday except Holidays o Overtime

1. Monday thru Friday after 4:00pm (for the first four hours)

2. Saturday for the first 12 hours worked
Premium Timeo

1. Monday thru Saturday After 12 working hours

2. Sunday & Holidays all day (24 hours)
Appendix 5 – Menifee – Exhibit C
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 76

Menifee Mayor and City Council
February 21, 2024
Page
948 of 1711

-1 of 30-

FIRST AMENDMENT TO THE IMPLEMENTATION AGREEMENT

BETWEEN THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS

AND THE CITY OF MENIFEE TO IMPLEMENT MAINTENANCE AND REPAIR

PROGRAM FOR STREETLIGHTS
This First Amendment to Maintenance Agreement (“Fir st Amendment”) is entered into as of December 1, 2023 between the WESTERN RIVERSIDE COUN CIL OF GOVERNMENTS (“WRCOG”), a joint powers authority formed under Go vernment Code sections 6500 et seq., and the CITY OF MENIFEE (“Member Agency”), a public agency formed under the laws of the State of California. WRCOG and the Member Agency are someti mes collectively referred to in this First Amendment as the “Parties” or individually as a “Party.”

RECITALS
WHEREAS, on March 27, 2018, WRCOG entered into an “Amended and Restated Western Riverside Council of Governments Professional Servi ces Agreement” with Siemens Industry, Inc. (the “Original Professional Services Agreement”), for th e provision of retrofitting services and regular maintenance and repair services (the “Services”), which was subsequently amended; and WHEREAS, WRCOG and the Member Agency entered into the “Impl ementation Agreement between the Western Riverside Council of Government s and City of Menifee to Implement the Maintenance and Repair Program for Streetlights” on June 27, 2019, in order to authorize WRCOG to enter into one or more agreements with third party providers for the provision of maintenance, repair, retrofitting and replacement services of streetlights and acquisition of retrofit equipment on behalf of the Member Agency within the Member Agency’s jurisdiction and to administer such agreements; and WHEREAS, the Original Professional Services Agreement expir ed on December 1, 2023 and WRCOG has entered into a “Western Riverside Council of Governments Professional Services Agreement” with Yunex LLC dated October 2, 2023 (th e “Professional Services Agreement”), to provide professional services for the installation of LED street lights and the ongoing operations and maintenance of the street light systems for member agencies; and WHEREAS, the Parties desire enter into this First Amendment to amend the Implementation Agreement, as permitted pursuant to the provisions of thereof, to replace the Original Professional Services Agreement attached as Exhibit A to the Imp lementation Agreement with the Professional Services Agreement, attached as Exhibit A hereto; and
WHEREAS, the City Council has authorized the Member Agency to enter into this First Amendment.

NOW, THEREFORE, the Parties hereby understand and agree as follows:

AGREEMENT
Section 1: Amendment to the Implementation Agreemen t.

Exhibit A of the Implementation Agreement shall be replaced with the Professional Services Agreement attached hereto as Exhibit A.

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 77

Menifee Mayor and City Council
February 21, 2024
Page
949 of 1711

-2 of 30-
Section 2: Effect of this First Amendment on the Ot her Terms and Provisions of the Implementation Agreement.

All terms and provisions of the Implementation Agre ement, shall remain in full force and legal effect except as expressly modified by the provisions of this First Amendment.

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 78

Menifee Mayor and City Council
February 21, 2024
Page
950 of 1711

-3 of 30-
IN WITNESS WHEREOF, the Parties hereby have made and executed this First Amendment as of the date first written above.

WESTERN RIVERSIDE COUNCIL CITY OF MENIFEE

OF GOVERNMENTS
By: ________________________________ By:

Dr. Kurt Wilson
Executive Director
APPROVED AS TO FORM: ATTEST:

By: ________________________________ By:

General Counsel
_________________________
Best Best & Krieger LLP
APPROVED AS TO FORM:

By:________________________________
Jeffrey T. Melching,
City Attorney
_________________________
Armando G. Villa,
City Manager
Sarah Manwaring,
City Clerk
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 79

Menifee Mayor and City Council
February 21, 2024
Page
951 of 1711

-4 of 30-

EXHIBIT A

PROFESSIONAL SERVICES AGREEMENT

Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 80

Menifee Mayor and City Council
February 21, 2024
Page
952 of 1711

-5 of 30-

WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this day 2nd of October, 2023, by and between the Western Riverside Council of Governments, a California public agency (“WRCOG”), and Yunex, LLC, a Delaware limited liability company (“Consultant”). WRCOG and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Lease Agreement .

Banc of America Leasing & Capital, LLC (together with its successors and assigns, "Lessor") entered into an Equipment Lease/Purchase Agreement with each of the Member Agencies (as defined herein) in order to finance the acquisition, installation and retrofitting of streetlights within the Member Agency's jurisdiction (as amended, the "Lease Agreement"). The Parties expressly hereby agree that the Lease Agreement is not being incorporated into this Agreement and shall not be deemed a part of this Agreement.  City of Perris
 City of San Jacinto
 City of Wildomar

2.2 Member Agency.
“Member Agency” means any and all member agencies participating in WRCOG’s street light program in accordance with an Implementation Agreement. The following local agencies are Member Agencies for the purposes of this Agreement:
 City of Eastvale
 City of Hemet
 City of Lake Elsinore
 City of Menifee
 City of Murrieta
 City of Perris
 City of San Jacinto
 City of Wildomar
 Jurupa Community
Services District

2.3 Incorporated Documents.

2.2.1 Request for Proposal. The Request for Proposal No. 23-02 (“RFP”) issued by WRCOG on July 12, 2023 and the Consultant’s response to the RFP dated August 2, 2023 are incorporated herein by this reference.

2.2.2 Appendices and Exhibits. Each Member Agency shall execute its own Appendix, which shall cover the following for that Member Agency: Scope of Services (Exhibit A) and Compensation (Exhibit B). The following Appendices, including their Exhibits, are attached hereto and incorporated herein by this reference:

Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 81

Menifee Mayor and City Council
February 21, 2024
Page
953 of 1711

-6 of 30-
 Appendix 1 – City of Eastvale
 Appendix 2 – City of Hemet
 Appendix 3 – Jurupa Community Services District
 Appendix 4 – City of Lake Elsinore
 Appendix 5 – City of Menifee
 Appendix 6 – City of Murrieta
 Appendix 7 – City of Perris
 Appendix 8 – City of San Jacinto
 Appendix 9 – City of Wildomar

2.4 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by WRCOG and its Member Agencies on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing LED streetlight installation and ongoing operations and maintenance of street light systems is licensed in the State of California, and is familiar with the plans of WRCOG and its Member Agencies.

2.5 Project.

WRCOG desires to engage Consultant to render such professional services for the installation of LED street lights and the ongoing operations and maintenance of the street light systems for Member Agencies (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to WRCOG and the applicable Member Agencies all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply theLED street light installation and ongoing operations and maintenance of street light systems necessary for the Project (“Services”). The Services are more particularly described in the RFP and in Exhibit “A” to each Appendix attached hereto and incorporated herein by reference, and which are stated in the proposal to WRCOG and approved by WRCOG’s Executive Committee. All Services shall be subject to, and performed in accordance with, this Agreement, the Appendices and exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from December 1, 2023 to December 31, 2026, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. WRCOG shall have the option to extend the term of this Agreement for one (1) additional one (1) year period, and two (2) additional six (6) month periods (“Option Term”) by notifying Consultant in writing prior to the end of the term of this Agreement, or any then-current Option Term, of its election to exercise its option. The Option Term may be exercised by WRCOG on behalf of all or any number of Member Agencies, subject to prior written approval from the relevant Member Agency with respect to the extension of its respective Appendix. Compensation for work during any Option Term shall be at the rates set forth in Exhibit “B”, but otherwise all other Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 82

Menifee Mayor and City Council
February 21, 2024
Page
954 of 1711

-7 of 30-
terms and obligations of this Agreement shall continue during any Option Term.

3.1.3 Assignability of Agreement. WRCOG reserves the right to assign this Agreement to other entities, subject to prior written approval from the relevant Member Agency with respect to an assignment of its respective Appendix. Assignment(s) will be subject to the same terms and conditions included in this Agreement. Other entities shall negotiate the pricing for the Services and supplies with the Consultant and include necessary provisions for management of their specific projects. WRCOG shall have no responsibility for the Consultant’s performance under any assignments.

3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. WRCOG retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of WRCOG or any Member Agency and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to, social security taxes, income tax withholding, unemployment insurance, disability insurance,and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall install replacement poles within 20 business days of a reported knockdown of a pole or upon approval from WRCOG or a Member Agency. At WRCOG and the Member Agency’s discretion, if such pole is not replaced within the initial 20 days, a one hundred dollar ($100) bill credit will be applied to the Consultant’s invoice.

An additional $100 bill credit will be applied for every 15 business days thereafter that the Consultant fails to replace such pole. Consultant shall perform the Services for WRCOG and the applicable Member Agency expeditiously, within the term of this Agreement. Consultant understands and agrees that in the event that the schedule for delivery of Services to any Member Agency is delayed, for any reason whatsoever including through the fault of WRCOG or the Member Agency, the delay shall not be used as a reason for delay on the part of the Contractor in meeting the schedule for delivery of Services to any other Member Agency. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the schedule, WRCOG and the applicable Member Agency shall respond to Consultant’s submittals in a timely manner. Upon request of WRCOG or any Member Agency, Consultant shall provide a more detailed schedule of anticipated performance.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of WRCOG and the applicable Member Agency.

3.2.4 Substitution of Key Personnel. Consultant has represented to WRCOG that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of WRCOG. In the event that WRCOG and Consultant cannot agree as to the substitution of key personnel, WRCOG shall be entitled to Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 83

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February 21, 2024
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terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to WRCOG, or who are determined by the WRCOG to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the WRCOG. The key personnel for performance of this Agreement are as follows: Michael J. Hutchens, Steven Teal, Robert Paquette, and Candace Gallaher.

3.2.5 WRCOG’s Representative. WRCOG hereby designates Daniel Soltero or his or her designee, to act as its representative for the performance of this Agreement (“WRCOG’s Representative”). WRCOG’s Representative shall have the power to act on behalf of WRCOG for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than WRCOG’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates Steven Teal or his or her designee, to act as its Representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the 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.

3.2.7 Coordination of Services. Consultant agrees to work closely with WRCOG staff in the performance of Services and shall be available to WRCOG’s staff, consultants, and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and sub- contractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and sub-contractors have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense, and without reimbursement from WRCOG or any Member Agency, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by WRCOG or the applicable Member Agency to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to WRCOG, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules, and/or regulations, and without giving written notice to WRCOG, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 84

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February 21, 2024
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indemnify, and hold WRCOG, its Member Agencies, and WRCOG’s and the Member Agencies’ Directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Consultant shall not commence the Services under this Agreement until it has provided evidence satisfactory to WRCOG that it has secured all insurance required under this section, in a form and with insurance companies acceptable to WRCOG. In addition, Consultant shall not allow any sub-contractor to commence work on any subcontract until it has provided evidence satisfactory to WRCOG that the sub- contractor has secured all insurance required under this section.

3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or sub-contractors.

Consultant shall also require all of its sub-contractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3)Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $5,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement / location or the general aggregate limit shall be twice the required occurrence limit; (2)Automobile Liability: $5,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability:Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $5,000,000 per accident for bodily injury or disease.

3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Services, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $2,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors, or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by WRCOG to add the following provisions to the insurance policies:

Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 85

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February 21, 2024
Page
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(A) General Liability.
(i) Commercial General Liability Insurance must
include coverage for (1) Bodily Injury and Property Damage; (2) Personal Injury / Advertising Injury; (3) Premises / Operations Liability; (4) Products / Completed Operations Liability; (5) Aggregate Limits that Apply per Project; (6) Explosion, Collapse and Underground (UCX) exclusion deleted; (7) Contractual Liability with respect to this Agreement; (8) Broad Form Property Damage; and (9) Independent Consultants Coverage. (ii) The policy shall contain no endorsements or
provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement. (iii) The policy shall give WRCOG, its Directors, officials, officers, employees, volunteers and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy
shall be “primary and non-contributory” and will not seek contribution from WRCOG’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage.
(B) Automobile Liability.
(i) The automobile liability policy shall be endorsed to state that: (1) WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ Directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired, or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ Directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by WRCOG, its Member Agencies, and WRCOG and its Member Agencies’ Directors, officials, officers, employees, agents, and volunteers shall be in excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) The insurer shall agree to waive all rights of
subrogation against WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ Directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant.

Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 86

Menifee Mayor and City Council
February 21, 2024
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(D) All Coverages. Defense costs shall be payable in addition to the limits set forth hereunder. Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to WRCOG, its Member Agencies, and WRCOG and its Member Agencies’ Directors, officials, officers, employees, volunteers and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named insured; whichever is greater. (i) The limits of insurance required in this Agreement
may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of WRCOG and each Member Agency (if agreed to in a written contract or agreement) before WRCOG’s or any Member Agency’s own insurance or self-insurance shall be called upon to protect it as a named insured.

The umbrella / excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies).
(ii) Consultant shall provide WRCOG at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to WRCOG at least ten (10) days prior to the effective date of cancellation or expiration.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) The foregoing requirements as to the types and
limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by WRCOG, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(v) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, WRCOG and its Member Agencies have the right but not the duty to obtain the insurance they deem necessary, and any premium paid by WRCOG and its Member Agencies will be promptly reimbursed by Consultant or WRCOG (and the applicable Member Agency) will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, WRCOG may cancel this Agreement. WRCOG may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project.

Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 87

Menifee Mayor and City Council
February 21, 2024
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(vi) Neither WRCOG, its Member Agencies, nor any of
its Member Agencies’ directors, officials, officers, employees, volunteers or agents shall be personally responsible for any liability arising under or by virtue of this Agreement.

3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents, and volunteers.

3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by WRCOG. Consultant shall guarantee that, at the option of WRCOG, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, licensed to do business in California, and satisfactory to WRCOG and each member Agency.

3.2.10.8 Verification of Coverage. Consultant shall furnish WRCOG and each Member Agency with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to WRCOG. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on forms provided by WRCOG if requested. All certificates and endorsements must be received and approved by WRCOG before work commences.

WRCOG reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.10.9 Sub-consultant Insurance Requirements. Consultant shall not allow any sub-contractors or sub-consultants to commence work on any sub-contract until they have provided evidence satisfactory to WRCOG that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such sub-contractors or sub-consultants shall be endorsed to name WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officers, officials, employees, agents and volunteers as an additional insured using ISO Form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, WRCOG may approve different scopes or minimum limits of insurance for particular sub-contractors or sub-consultants.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state, and federal laws, rules, and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and sub-contractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment, and other safety devices, equipment and wearing Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 88

Menifee Mayor and City Council
February 21, 2024
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apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.12 Surety Bonds. Consultant shall provide each Member Agency with a payment and performance bond ("Surety Bond") executed by a surety company authorized to do business in the State, having a financial strength rating by A.M. Best Company of "A-" or better, and otherwise satisfactory to the Member Agency and naming the Member Agency as a co- obligee in a sum equal to the entire amount to become payable under the Appendix to this Agreement applicable to the Member Agency. Each bond shall be conditioned on the completion of the Services for that Member Agency and upon payment of all claims of subconsultants and suppliers. Consultant shall cause the surety company to add WRCOG and Banc of America Leasing & Capital LLC as a co-obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to WRCOG and Banc of America Leasing & Capital LLC promptly upon receipt thereof by Consultant. Any proceeds from a Surety Bond shall be applied in accordance with such Surety Bond to the payment and performance of the Consultant's obligations in accordance with this Agreement and all Appendices and, if for whatever reason such proceeds are not so applied, then first to amounts due Lessor (as defined in the Lease Agreement) pursuant to Section 4.05 and 7.04 of the Lease Agreement, and any remaining amounts shall be payable to Lessee (as defined in the Lease Agreement).

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”B” attached hereto and incorporated herein by reference. Compensation does not include costs for extraordinary street light maintenance services, described in Exhibit “A.” The total compensation for Services, with the exception of extraordinary street light maintenance services described in Exhibit “A,” shall not exceed seven million two hundred ninety-five thousand two hundred forty-four dollars ($7,295,244) without written approval of WRCOG’s Executive Director and the applicable Member Agency . Extra Work may be authorized, as described below, and, if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to WRCOG a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The monthly statement shall be submitted to WRCOG within 20 days from the end of the billing period, and individual billing for claims or special projects shall be submitted within 30 business days from the date of completion. The statement shall contain the invoice number and date; remittance address; Agreement Number 2024-80-2026-001, and invoice total. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. At a minimum, Consultant shall provide a statement with sufficient detail to enable WRCOG or the Member Agency to make payment to Consultant from the appropriate account in accordance with the Paying Agent Agreement (as defined in the Lease Agreement) and/or Escrow Agreement (as defined in the Lease Agreement), as applicable (i.e., retrofit specific costs to be identified separately from other Services under this Agreement).

WRCOG shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by WRCOG.

Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 89

Menifee Mayor and City Council
February 21, 2024
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3.3.4 Extra Work. At any time during the term of this Agreement, WRCOG may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by WRCOG to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from WRCOG’s Representative.

3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. WRCOG shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify, and hold WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ elected officials, officers, employees, volunteers, and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.3.6 CPI Increase. In recognition of the general increase in the cost of doing business, the parties agree to an increase in the compensation rates as of July 1st of each calendar year, in an amount equal to the increase in the U.S. Department of Labor Consumer Price Index "CPI" for the previous calendar year (January 1 through December 31) for all urban consumers in the Riverside County, California area; provided that the CPI adjustment shall be rounded up to the nearest full dollar, and further provided that the CPI adjustment shall not exceed five percent (5%) for any year. Notwithstanding any provision herein to the contrary, Consultant may request, on or before March 31 st of each year, an increase in the rates over and above the CPI adjustment upon a showing of good cause for such increase; provided that the approval or disapproval of any such request shall be made by the WRCOG in its sole and absolute discretion.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of WRCOG or any applicable Member Agency during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement.

Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. WRCOG may, subject to prior written Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 90

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February 21, 2024
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approval from the relevant Member Agency and by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. In addition, each Member Agency may, by written notice to WRCOG and Consultant, terminate its Appendix to this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to WRCOG or the applicable Member Agency, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, WRCOG may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such documents and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, WRCOG and its Member Agencies may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Yunex LLC
9225 Bee Cave Rd, Building B, Suite 201
Austin, TX 78733
Attn: Steven Teal
WRCOG: Western Riverside Council of Governments
3390 University Avenue, Suite 200
Riverside, CA 92501
Attn: Daniel Soltero
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Inspection of Installation Data and Maintenance Records

3.5.3.1 Documents & Data; Licensing of Intellectual Property. During the course of this Agreement, and upon reasonable advance notice and during normal business hours, WRCOG and its Member Agencies may inspect and examine the installation data and maintenance records specifically created or collected by Consultant under this Agreement. Upon termination or expiration of this Agreement, Consultant will provide to WRCOG and its Member Agencies the installation data and maintenance records specifically created or collected by Consultant under this Agreement. The installation data and maintenance records shall include all final installation data, customer service reports and inquiry activity, and maintenance records, but Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 91

Menifee Mayor and City Council
February 21, 2024
Page
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shall not be deemed to include any proprietary, confidential, or protected information, programs, platforms, and/or materials of Consultant.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant.

Such materials shall not, without the prior written consent of WRCOG and the relevant Member Agency, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use WRCOG’s or any member Agency’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television, or radio production or other similar medium without the prior written consent of WRCOG or the applicable Member Agency.

3.5.3.3 Infringement Indemnification. Consultant shall defend, indemnify, and hold WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, employees, volunteers, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by WRCOG or any Member Agency of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

3.5.5 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.5.6 Indemnification. Consultant shall defend, indemnify, and hold WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ Directors, officials, officers, consultants, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors, arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses. Consultant shall defend, at Consultant’s own cost, expense, and risk, any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, consultants, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award, or decree that may be rendered against WRCOG or its Directors, officials, officers, consultants, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse WRCOG, its Member Agencies, and WRCOG and its Member Agencies’ directors, officers , consultants, employees, agents, or volunteers, for any and Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 92

Menifee Mayor and City Council
February 21, 2024
Page
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all legal expenses and costs, including reasonable attorneys’ fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by WRCOG, its Member Agencies, and WRCOG’s and its Member Agencies’ directors, officials, officers, consultants, employees, agents, or volunteers. This section shall survive any expiration or termination of this Agreement. Notwithstanding the foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 WRCOG’s Right to Employ Other Consultants. WRCOG reserves the right for itself and its Member Agencies to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.

3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of WRCOG, subject to prior written approval from each applicable Member Agency to the extent such assignment, hypothecation or transfer could impact such Member Agency’s Appendix. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and sub-contractors of Consultant, except as otherwise specified in this Agreement. All references to WRCOG include its Directors, officers, employees, agents and all volunteers except as otherwise specified in this Agreement. All references to Member Agencies include their elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties, subject to prior written approval from each applicable Member Agency to the extent such supplement, modification, or amendment impacts such member Agency’s Appendix.

Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 93

Menifee Mayor and City Council
February 21, 2024
Page
965 of 1711

-18 of 30-

3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third-Party Beneficiaries. There are no intended beneficiaries of any right or obligation assumed by the Parties with the exception of the Member Agencies, which are expressly considered to be third party beneficiaries and are entitled to enforce any and all rights held by the Member Agency itself or by WRCOG under this Agreement.

3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, WRCOG shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, Director, officer, official, agent volunteer, or employee of WRCOG, during the term of his or her service with WRCOG, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any sub-contractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Consultant shall also comply with all relevant provisions of any of WRCOG’s Minority Business Enterprise Program, Affirmative Action Plan, or other related programs or guidelines currently in effect or hereinafter enacted.

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Workers’ Compensation, or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6 Subcontracting.

Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 94

Menifee Mayor and City Council
February 21, 2024
Page
966 of 1711

-19 of 30-

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of WRCOG, subject to prior written approval from the applicable Member Agency to the extent such work relates to such member Agency’s Appendix. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [SIGNATURES ON FOLLOWING PAGE]
Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 95

Menifee Mayor and City Council
February 21, 2024
Page
967 of 1711

-20 of 30-
SIGNAT
URE PA
GE TO

WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS

PROFESSIONAL SERV

ICES AGREEMENT
IN WITNESS WHEREOF, the Part
ies hereby have made and executed this Agreement
as of the date first written above.

WESTERN RIVERSIDE COUNCIL Yunex, LLC

OF GOVERNMENTS
By: __
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Dr. Kurt Wilson
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APPROVED AS TO FORM: AT
TEST:

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General Counsel Its: __
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Best Best & Krieger LLP
*A corporation requires the signatures of two corporate off icers.

One signature shall be that of the Chairman of Board, the President or any Vice President, and the second signature (on the attest line) shall be that of the Secretary, any Assistant Secretary, the Chief Financial Off
icer or any Assistant Treasurer of such corporation.

If the above persons are not the intended signators, evidence of signature authority shall be provided to WRCOG.

Western Operations Manager
Director of Service
Digitally signed by Hutchens Michael Digitally signed by Hutchens Michael Digitally signed by Hutchens Michael Digitally signed by Hutchens Michael
Digitally signed by Hutchens Michael
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DN: cn=Hutchens Michael safhumc1, DN: cn=Hutchens Michael safhumc1, DN: cn=Hutchens Michael safhumc1, DN: cn=Hutchens Michael safhumc1,
DN: cn=Hutchens Michael safhumc1,
ou=DirSync, ou=DirSync, ou=DirSync, ou=DirSync,
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[email protected][email protected] [email protected]
[email protected]
Digitally signed by Teal Steven
saftest2 saftest2
saftest2
Date: 2023.10.31 14:13:22 -07'00'
Date: 2023.10.31 14:13:22 -07'00'
Date: 2023.10.31 14:13:22 -07'00'
Exhibit A
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 96

Menifee Mayor and City Council
February 21, 2024
Page
968 of 1711

-1-
APPENDIX 5
C

ITY OF MENIFEE
This Appendix 5 to Agreement (“Appendix”) by and between WRCOG, Consultant, and CITY OF MENIFEE ("Member Agency") is made and entered into this 1st day of D
ecember 2023. WRCOG, Consultant, and Member Agency are referred to herein as Parties.

1. Defined Terms. All terms used herein have the meanings ascribed to them in the Professional Services Agreement between WRCOG and Consultant dated October 2, 2023, with the exception of the term Member Agency, which for the purposes of this Appendix will refer to the City of Menifee only.

2. Agreement Incorporated. The terms and provisions of the Agreement are hereby incorporated into this Appendix.

3. Member Agency Exhibits. The Parties hereby agree that the Scope of Services and Compensation for the Project as it relates to Member Agency are defined specifically in Exhibits A and B, attached hereto and incorporated herein by this reference.

WESTERN RIVERSIDE COUNCIL Yunex, LLC

OF GOVERNMENTS
By: ________________________________ By: _________________________ Dr. Kurt Wilson
Executive Director Title: _________________________
APPROVED AS TO FORM: ATTEST:

By: ________________________________ By: _________________________ General Counsel Its: _________________________
Best Best & Krieger LLP

CITY OF MENIFEE
By:
_____________________________
Armando G. Villa, City Manager
By: _____________________________
Jeffrey T. Melching,
City Attorney
ATTEST:

By: _____________________________
Sarah Manwaring,
City Clerk
APPROVED AS TO FORM:

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 97

Menifee Mayor and City Council
February 21, 2024
Page
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Exhibit “A”
EXHIBIT “A”

SCOPE OF SERVICES
Understanding of the Project
It is our understanding that WRCOG is seeking a qual ified firm to provide Streetlight Operation & Maintenance Services. The selected service company will be responsible for providing a continuing, comprehensive, response program for the Member Agency
streetlights. The Member Agencies expectation is that the contractor will help reduce complaints, promote safety, and proactively extend the longevity of the Member Agencies streetlight equipment, thus reducing the overall operating cost.

We understand that the general Scope of Work to be d
one consists of
scheduled and unscheduled repairs to the Member Agencies streetlight systems. Yunex Traffic will have available and readily accessible, qualified personnel, tools, equipment, facilities, and material required to perform all work necessary for the maintenance of WRCOG’s streetlight systems, as outlined in the Scope of Work and in compliance with current Member Agency and State standards.

Approach / Response Times
To be able to respond immediately to emergency calls, Yunex Traffic’s field technicians are authorized to take their work vehicles home daily. All work vehicles are stocked with proper field equipment so he/she may sufficiently address most problems they encounter while responding.

Emergency response call outs and unscheduled repairs
are initiated by calling our toll-free
emergency phone number, 1-800-229-6090. A live dispatcher will be available 24 hours a day, 7 days per week, 365 days per year. Our dispatcher will create a work order in our visual planning board and once the work order is released, it will immediately transfer to our technician’s queue on their mobile device. As part of our quality control practice, our dispatcher will follow up with a phone call to our technician to confirm that they are in receipt of the call out/work order. For emergency calls, the technician will arrive at the site within one (1) hour to assess and correct the reported problem. Once the problem is corrected, the technician will inform our WRCOG representative of the repair actions.

Scope of Work
I
t is always the goal of Yunex Traffic to tailor our services around our customer’s needs. We understand that throughout the term of a contract, those needs may change. We approach all our contracts with the same vision; build a partnership with WRCOG staff and work towards achieving common goals set forth through that partnership. We realize that this is an ever- evolving process and that is why we believe that the only successful route is through establishing common goals. This methodology and a commitment to service will be applied to every aspect of our services for WRCOG.

Yunex Traffic will be available to provide emergency
/non-emergency streetlight related issues
such as downed streetlight poles, luminaires/photocontrols not functioning, wiring issues, and other operational equipment related issues.

Yunex Traffic will perform the following tasks and a ctivities as it relates to the maintenance of the streetlight system (36,231poles & 36,554 luminaires):

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 98

Menifee Mayor and City Council
February 21, 2024
Page
970 of 1711

-3-
Exhibit “A”

Customer Service – Provide and administer a customer service center including, at a minimum, a toll-free phone number and website to allow WRCOG and the public to report any streetlight issues (e.g., outages, knockdowns, etc.). Separately, provide a maintenance website for WRCOG staff to access. This will provide WRCOG an up-to-date summary of current and completed tasks. Yunex will use and provide an Online Maintenance System with free access to designated W RCOG staff members. The entire online system will be a real-time system. System functionality will include but not be limited to the following items:

• Work order tracking
• Work order status updates
• Asset and equipment management
• Maintenance requests
• Maintenance checklists that are maintained and updated regularly

GIS Update - Update WRCOG’s GIS mapping system when new poles are replaced or added to the streetlight system.

Reports - Monthly and quarterly streetlight system re views and reports, including outage/failure rate, knockdowns, and suggested repairs.

Meetings – Coordinate and attend regular meetings to review outstanding issues and work orders, including discussion of any billing or contract management issues.

Coordination with Outside Entities – Coordinate
electrical service repairs/restoration with SCE as well as coordinate with WRCOG Staff, residents, and
businesses, as-needed, for difficult to access lights.

Traffic Control – Employees are trained and certified in temporary traffic control measures, which are compl iant with the California Manual of Uniform Traffic Contr ol
Devices (CA MUTCD).

Warranty Claims – Administer services for all warranty
claims on behalf of the Member Agency for any
luminaires, photocells, or similar streetlight equipment (smart nodes, detection devices, etc.)

Streetlight Pole Knockdowns – Respond to all calls of
poles that have been knocked down, implement traffi c
control, confirm electrical lines are made safe, cut downed pole/luminaire arm, remove from location, and clean up all debris.

Streetlight Pole Replacement - Replacement poles will be replaced within 14 busi ness days of reporting.

Quarterly Streetlight System Reviews (Night Inspect ion) – Nighttime lighting surveys will be conducted of all Member Agency owned streetlights to identify any streetlights that are non-functioning. Upon completion of such nighttime survey, Yunex will provide a report to the Member Agency of all system activity, condit ion, issues found, and planned or completed repairs. The report will include the near est street address and pole number.

Nighttime Lighting Surveys will be completed quarterly.

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 99

Menifee Mayor and City Council
February 21, 2024
Page
971 of 1711

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Exhibit “A”

Annual Painting of Metal Poles – Provide metal pole painting based upon Member Agency approval.

LED Replacement – Replacement of LED streetlights that
have been inoperative by virtue of failure. Replace ment will occur within three (3) business days from notification of Yunex by Member Agency. If the cause of failure is covere d under manufacture warranty, Yunex will be responsible for warranty management of defective LED fixtures which includes all aspects related to standard warranty practices. Yun ex will notify the Member Agency of any undue delays in res ponse due to the manufacturer.

LED Retrofit & Pole Tagging – Provide LED retrofit and/or pole identification tag installation services for c obra head and/or decorative streetlights.

Removal and Disposal – Provide removal and disposal services of all damaged/discarded materials . Disposal services will follow the California Recycle and Disposal Laws.

Furnish and Install House-Side Shields – Provide and install house-side shields when requested to do so by any Member Agency.

Provide a Storage Facility – Yunex’s local storage facility is conveniently loca ted in the City of Riverside, which is within minutes of each Member Agency. We have been utilizing this location to service this contract since being awarded this contract.

Compliance with all Laws – Yunex is familiar with all federal, state, and loca l laws and regulations regarding the Scope of Work, and follow s wage and labor laws, OSHA requirements, and appropriate safety measures.

Troubleshooting – Diagnose and repair any Member Agency owne d inoperable streetlights. Repairs will be completed within three (3) working days or less.

Spare Inventory – Yunex will warehouse sufficient spare inventories such as poles, luminaires, ballasts, photocells, nodes, fuse holde rs, fuses, wire, pull box lids, hand hole covers, electrical services, pole identification tags, and other electrical components.

Extraordinary, Emergency, and After-hours
Maintenance - For streetlight maintenance issues
that fall outside of the standard maintenance scope
above, Yunex will provide services billed on a time
& materials basis. Example of Extraordinary,
Emergency, and After-hours Maintenance includes
the following: traffic accidents, tree fall or powe r
surges that may occur, resulting in the streetlight s
being damaged and needing to be replaced, though
the frequency may vary considerably. All
Extraordinary, Emergency, and After-hours
Maintenance work must be preapproved by the
Member Agency prior to the work being completed.

The following items have specifically been identified as, but are not limited to, Emergency and after-hours maintenance:
o Emergency response - 24 hours and day 7 days a week
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 100

Menifee Mayor and City Council
February 21, 2024
Page
972 of 1711

-5-
Exhibit “A”

o Streetlight pole knockdown response
o Damaged/leaning poles
o Luminaire repairs or replacement
o Photocell replacement
o Fuse and/or fuse holder replacement
o False calls
o Wiring replacement
o Pole graffiti abatement
o Pole painting
o House side shield purchase and installation
Additional offerings available to WRCOG:

USA Dig Alert Services
Yunex Traffic will respond to all Underground Servi ce Alert (USA) requests/notices or at the request of Member Agency staff for the marking and protection of streetlight underground facilities such as electrical conduits, safety light conduits, and other appurtenant equipment which might conflict with other right-of-way construction or repairs.

Our own in-house technicians are equipped and certified with the proper locating devices provided by Metrotech.

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 101

Menifee Mayor and City Council
February 21, 2024
Page
973 of 1711

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Exhibit “A”

On-Line Portal (Service Business Platform @ITS)
Yunex Traffic has rolled out a new service tool cal led SBP (Service Business Platform), which is a proprietary management system designed to effe ctively manage all service order progress, remotely update our ERP system (SAP) and as work is performed.

SBP allows us to monitor many key performance items such as time arrived onsite, time of completion, materials used, and vehicle/equipment used.

SBP keeps historical records for every location which allows the technicians an additional resource when troubleshooting.

When creating a new service request, the SBP will query the location history and will flag the order if it is a repeated call out or duplicate order.

Technicians transmit response and routine maintenance items in real-time using IOS or Android devices.

The contractual Scope of Work and all maintenance activities are also available for technicians to review to ensure all tasks are completed within the specified timeframe.

Customer specific checklists for routine preve ntative maintenance will be available to the technicians so all required tasks are completed, per your Scope of Work.

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 102

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February 21, 2024
Page
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Exhibit “A”

Customer Portal
The SBP Customer Portal gives our customers access to:

Monitor real-time status of routine maintenance and service calls Location history (sort/filter by date, location, call type, etc.) Overall historical maintenance and repair data
Real-time equipment inventories, maps, and event reporting Asset management (including digital photographs, GIS data, etc.)

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 103

Menifee Mayor and City Council
February 21, 2024
Page
975 of 1711

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Exhibit “A”

Tracking as Related to Invoicing
In addition to our Customer Portal, you will receiv e a detailed billing report with each invoice that lists labor and equipment hours b illed for each service order.

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 104

Menifee Mayor and City Council
February 21, 2024
Page
976 of 1711

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Exhibit “B”
EXHIBIT “B”

COMPENSATION

BILLING RATES

Item Description Unit of
Measure
Unit Cost
Monthly Maintenance
1 LED Fixture
Maintenance Cobra
head
This includes the cost for all regular maintenance and associated tasks to maintain the cobrahead fixtures in the streetlight system as identified in section 13.1 of the RFP. This fee is expected to be all inclusive, with the sole exceptions being those items identified in the extraordinary maintenance s ection. This bid item shall include:

a) Fixture Replacement: Facilitate the entire RMA ( return merchandise authorization) process for LED streetlight fixtures that have failed and still covered under the original manufacturer's war ranty. This includes the cost to remove, complete the RMA process, and r einstall the fixture (regardless of it being fixed/replaced). Fixtures t hat are damaged by acts of nature (i.e., lightning strikes, etc.) will be replaced, although the cost of the fixture will be charged under Material Marku p (Cost + 15%). b) Long-Life Photocells: Removal & Replacement of a failed photocells. c) Fuses: Replacement of failed fuses.
d) Fuse Holders: Replacement of failed fuse holders .
e) Hand Hole Covers: Replacement of missing hand ho le covers (i.e., due to theft).
f) Troubleshooting: Respond to reports of a failed streetlight by city staff or residents. Our technician will spend up to 2 hours of time troubleshooting the streetlight to find what the is sue might be (fixture, photocell, fuses, fuse holder, wiring issue, etc.). Troubleshooting which exceeds 2 hours, will be billed under Time and Mate rial (Labor Rates, Equipment Rates, and Material Markup).
g) Night Survey: Perform a quarterly night drive in spection of all 35,832 streetlights belonging to WRCOG agencies. Prepare a report of outages that will be followed up by our technicians.

Per Light
/ Per
Month
$0.70
2 LED Fixture
Maintenance Decorative
This includes the cost for all regular maintenance and associated tasks to maintain the decorative fixtures in the streetlight system a s identified in section 13.1 of the RFP. This fee is expected to be all inclusive, with the sole exceptions being those items identified in the extraordinary maintenance s ection. This bid item shall include:
a) Fixture Replacement: Facilitate the entire RMA (return merchandise authorization) process for Decorative LED fixtures that have failed and still covered under the original manufacturer's war ranty. This includes the cost to remove, complete the RMA process, and r einstall the fixture (regardless of it being fixed/replaced). Fixtures t hat are damaged by acts of nature (i.e., lightning strikes, etc.) will be replaced, although the cost of the fixture will be charged under Material Marku p (Cost + 15%). b) Long-Life Photocells: Removal & Replacement of a failed photocells. c) Fuses: Replacement of failed fuses.
d) Fuse Holders: Replacement of failed fuse holders .
e) Hand Hole Covers: Replacement of missing hand ho le covers (i.e., due to theft).
f) Troubleshooting: Respond to reports of a failed streetlight by city staff or residents. Our technician will spend up to 2 hours of time troubleshooting the streetlight to find what the is sue might be (fixture, photocell, fuses, fuse holder, wiring issue, etc.). Troubleshooting which exceeds 2 hours, will be billed under Time and Mate rial (Labor Rates, Equipment Rates, and Material Markup).
g) Night Survey: Perform a quarterly night drive inspection of all 399 decorative fixtures belonging to WRCOG agencies. Pr epare a report of outages that will be followed up by our technicians .

Per Light
/ Per
Month
$2.15
Extraordinary Maintenance (Reference pricing Only - this scope will be quoted on time and material basi s) 3 LED Replacement
Cobra head
This includes the costs for labor and equipment (tr ucks, lifts, tools, traffic control, etc.) for replacing existing cobrahead fixtures wit h a new LED fixture, disposal and updating of WRCOG database with model number instal led and installation date.

The replacement fixture cost is not included and wi ll be charged at material cost plus the markup listed below.

Each $80.00
4 LED Replacement
Decorative
This includes the costs for labor and equipment (tr ucks, lifts, tools, traffic control, etc.) for replacing existing decorative fixtures with a new LED fixture, disposal and updating of WRCOG database with model number instal led and installation date.

The replacement fixture cost is not included and wi ll be charged at material cost plus the markup listed below.

Each $160.00
5 Street light pole ID tag This includes the labor for installation of a unique pole ID tag for each p ole. Pole tags will be affixed to poles with an adhesive, no riveting or drilling will be performed. This price is based on installing one (1 ) pole tag. If multiple pole tags are gr ouped together, in the same member agency, a lower price could be provided.

Each $92.00
6 House side shield
installation
This includes the costs associated with the install ation of a house side shield on an existing LED fixture, excluding the cost of the act ual shield. Material will be charged at cost plus the markup listed below.

Each $67.00
Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 105

Menifee Mayor and City Council
February 21, 2024
Page
977 of 1711

-10-
Exhibit “B”
7 Knockdown pole
replacement No
foundation
This includes the costs associated with the replace ment of an entire street light pole, luminaire arm, fixture and wiring typically associa ted with a street light knockdown that does not require replacement of the foundatio n. This is based on the following assumptions: a 28 foot, marbelite pole with a stand ard 87 watt LED cobra head fixture. The City understands that there will be co nsiderable variation in costs for these repairs under the contract and anticipates wo rk being authorized individually through a quote process. These repairs will not be completed as part of an initial emergency response. Costs are based on a single rep lacement with work completed during normal work hours scheduled within the requested repair interval.

Each $5,190.00
8 Knockdown pole
replacement with
foundation
This includes the costs associated with the replace ment of an entire street light pole, luminaire arm, fixture and wiring typically associa ted with a street light knockdown that does require replacement of the foundation. Th is is based on the following assumptions: a 28 foot, marbelite pole with a stand ard 87 watt LED cobra head fixture. The City understands that there will be co nsiderable variation in costs for these repairs under the contract and anticipates wo rk being authorized individually through a quote process. These repairs will not be completed as part of an initial emergency response. Costs are based on a single rep lacement with work completed during normal work hours scheduled within the requested repair interval.

Each $7,920.00
9 Pull box lid replacement This includes the cost o f labor, materials and equipment to purchase, suppl y and replace a pull box lid with a fiberlyte lid due to damage or missing lid.

Each $220.00
10 Pole graffiti abatement This includes the estima ted cost per pole to remove or cover reported graff iti. Costs include labor, equipment and materials needed to co mplete each individual abatement assuming time required to abate graffiti is less than 30 minutes. Work limited to under 4SF and/or lower than 7ft.

Each $87.00
11 Overhead wiring
replacement
Total cost to repair or replace damaged overhead wi ring. Cost provided per foot of wire being replaced. Costs include labor, equipment and materials to complete the repair during normal working hours. The City unders tands that there will be considerable variation in costs for these repairs u nder the contract and anticipates work being authorized individually through a quote process.

Per Foot $17.00
12 Pole painting This includes the costs on a per o ccurrence (per pole) basis for all labor, equipment and materials needed to prep and paint a standard m etal street light pole (assume 30 foot). It is assumed that 10 poles would be sche duled for painting as a group, annually
Each $700.00
13 USA Dig Alert Yunex LLC typically prices this se rvice out on a per occurrence basis. This includes the following: Our technician identifies the point of demarcation on site using field equipment. This is typically limited to approximate ly 100 -150 linear ft per call out.

Each $245.00
Labor Rates
Item
#
Item Description Unit Quantity Regular Time Overtim e Premium Time 14 Superintendent HR 1 $98.00 N/A N/A
15 Foreman HR 1 $137.00 $172.00 $207.00
16 Electrician HR 1 $130.00 $162.00 $193.00
17 Laborer HR 1 $110.00 $159.00 $159.00

Regular, Overtime, and Premium time explanation:

 Regular Hours are Monday through Friday (excluding holidays) from 7:30am to 4:00pm.  Overtime Hours are Monday through Friday after the se work hours for the first four straight hours on any job as well as Saturday for t he initial 8 working hours.  Premium Hours are Monday through Friday after four hours of OT on any one job, Saturdays after 8 hours on any one job, all day Sunday starting at 12:00am until Monday at 7:30am and all holidays starting at 12:00am until the next morning at 7:30am.

Equipment Rates
Item # Item Description Unit Quantity Unit Price
18 Servi ce Truck HR 1 $3 0.00
19 Bucke t Truck HR 1 $3 0.00
20 Cra ne Truck HR 1 $5 5.00

Material Markup
Item # Item Description Unit %
21 Material Markup % 15%

Yunex LLC requests the option to re-evaluate contra ct pricing using the US Consumer Price Index to calculate annual escalations.

Item Title: 10.7
Agreement Amendment with Western Riverside Council of Governments for the Regional Streetlight Program, Streetlight Operations and Maintenance
Item Page Number: 106

Menifee Mayor and City Council
February 21, 2024
Page
978 of 1711

CITY OF MENIFEE
SUBJECT: Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
MEETING DATE: February 21, 2024
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 Amendment No. 2 to the Construction Zone Enhanced Enforcement Program Agreement with the State of California, Department of California Highway Patrol for traffic control related services for the Holland Road / I-215 Overpass Project, Capital Improvement Program Project No. CIP 13-03.

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

The Construction Zone Enhanced Enforcement Program (COZEEP) was adopted by the State of California to improve project safety using supplemental California Highway Patrol (CHP) personnel. The program enables agencies to obtain CHP services to patrol project construction zones. COZEEP services are required under circumstances where construction activities impact traffic lanes, on-ramps, and off-ramps on the interstate highway system. COZEEP traffic control services are required for anticipated evening closures of the I-215 to support the installation and removal of Project falsework which cannot be performed over active traffic lanes. A detour would be established to redirect traffic along Haun Road to reconnect commuters to the I-215.

On May 4, 2022, the City Council approved the original COZEEP Agreement (“Agreement”) and adopted Resolution No. 22-1147 for traffic control services required for the Project. On May 17, Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 1

Menifee Mayor and City Council
February 21, 2024
Page
979 of 1711

City of Menifee Staff Report
CIP 13-03 COZEEP Amendment 2
February 21, 2024

2 0
3 9
2023, Council approved Amendment No.1, increasing the total not-to-exceed Agreement value to $145,264 for additional traffic control services exceeding the original scope and extending the Agreement terms through July 31, 2024.

CHP has notified staff that processing contract amendments through CHP requires a six-month advance notice ahead of any Agreement term expiration. Although the Project is progressing on schedule, final construction activities such as striping and sign installation would require continued COZEEP services. Due to the extensive length of time required to process contract amendments, staff is proactively requesting to extend the terms through July 31, 2025, and to increase the Agreement by $20,000, for a total not-to-exceed amount of $165,264. Execution of the proposed Amendment No. 2 to the Agreement requires authorization as the total value exceeds the City Manager’s authority. Approval of the amendment is required to avoid future delays to the Project schedule.

STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility

FISCAL IMPACT
The total fiscal impact for Amendment No. 2 would be $20,000. Available funding for Amendment No. 2 has been identified in the Project’s Fiscal Year 2023/2024 budget from the Capital Projects Fund, as summarized in Table 1 below:

Table 1 – Existing Project Funding
Fund Project Account
Number
Available
Balance
Cost of Additional
Services
Capital Projects Holland Road
Overpass 320-4555-58021 $192,079 $20,000
No additional budget appropriation(s) would be required for this action.

ATTACHMENTS

1. Project Location Map

2. Amendment No. 2

3. Amendment No. 1

4. Original Agreement
Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 2

Menifee Mayor and City Council
February 21, 2024
Page
980 of 1711

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Path: E:\Standard_Maps\Engineering_PW\Holland_Overpass_Location_Map\Holland_Overpass_Location_Map.aprx Date: 10/18/2021 Holland Rd & I-215 Overpass / Interchange (CIP 13-03)
Project Location Map
Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 3

Menifee Mayor and City Council
February 21, 2024
Page
981 of 1711

2. The term of this Agreement is:The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein:

Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 4

Menifee Mayor and City Council
February 21, 2024
Page
982 of 1711

STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT - AMENDMENT
STD 213A (Rev. 4/2020)
□ CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED __ PAGES

AGREEMENT NUMBER
22R685000
sco ID: 2720-22R685000-A 1

AMENDMENT NUMBER

1. This Agreement is entered into between the Contracting Agency and the Contractor named below:

CONTRACTING AGENCY NAME
Department of California Highway Patrol

CONTRACTOR NAME
City of Menifee

2. The term of this Agreement is:

START DATE
08/01/2022

THROUGH END DATE
07/31/2024

3. The maximum amount of this Agreement after this Amendment is:
$145,264.00 (One Hundred Forty-Five Thousand Two Hundred Sixty-Four Dollars and Zero Cents) Purchasing Authority Number

4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein:
(1 )This amendment shall extend the term end date of this agreement from 07/31/2023 to 07/31/2024 (2) This Amendment adds funds in the amount of$ 100,000.00 (One Hundred Thousand Dollars and Zero Cents). The maximum amount of this agreement shall not exceed$ 145,264.00 (One Hundred Forty-Five Thousand Two Hundred Sixty-Four Dollars and Zero Cents) (3) Exhibit Bis revised to reflect the updated Rates. Exhibit B is replaced in its entirety and is attached hereto.

All other terms and conditions shall remain the same.

IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.

CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Menifee

CONTRACTOR BUSINESS ADDRESS
29844 Haun Road

PRINTED NAME OF PERSON SIGNING
Armando G. Villa
a:;z

CTOR AUTHORIZED SIGNATURE

CONTRACTING AGENCY NAME
Department of California Highway Patrol

CONTRACTING AGENCY ADDRESS
601 N. 7th Street

STATE OF CALIFORNIA
CITY
Menifee
TITLE
City Manager

DATE SIGNED
09-27-2023
CITY
Sacramento
EXEMPTION (If Applicable)
I
STATE
I
ZIP
CA 92586
STATE
CA
ZIP
95811

1 NOV 4 2023
MC:BD:vkh
Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 5

Menifee Mayor and City Council
February 21, 2024
Page
983 of 1711

Department of California Highway Patrol
and City of Menifee
Agreement #22R685000

EXHIBIT B
(Standard Agreement)

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. The CHP shall provide City of Menifee with an itemized invoice which details all CHP costs for traffic control services under this Agreement.

Monthly itemized invoices will be submitted in duplicate to:

City of Menifee
ATTN: Jennifer Hernandez
29844 Haun Rad
Menifee, CA 92590

City of Menifee agrees to pay CHP within thirty (30) days after the date of the invoice.

B. In consideration for the traffic control services contained herein, the City of Menifee agrees to reimburse the CHP upon receipt of an itemized invoice. The City of Menifee agrees to reimburse the CHP for the actual hours worked by CHP officers (at the overtime rate, described below) at the time services are provided. The rates indicated in this Agreement are for estimate purpose only. It is understood by both parties that rate increases in salary and benefits are governed by collective bargaining agreements and/or statute and that no advance written notification is necessary prior to implementing the increased rates. In the event CHP is granted a rate increase, the City of Menifee agrees to pay the increased rate. The following information is the CHP officer overtime rate effective Fiscal Year 22/23, until superseded:

CLASSIFICATION OVERTIME RATE

CHP Officer Overtime $113.58 per hour
CHP Sergeant Overtime $138.18 per hour
CHP Automobile $ 1.51 per mile

D. Anytime the CHP officer is assigned to the service location, will pay no less than four (4) hours per shift, even if the CHP officer works less than that.

If the CHP officer(s) report(s) to the assigned service location and if for any reason CHP reassigns the officer(s) away from the service location, will be billed only for the officer(s) actual time incurred from the CHP Area office to the service location and for the time spent at the assigned service location covered under this Agreement.

Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 6

Menifee Mayor and City Council
February 21, 2024
Page
984 of 1711

DocuSign Envelope ID: 3D1A6CCE-6E7A-4392-A684-8D8EDC90276A May 4, 2022
Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 7

Menifee Mayor and City Council
February 21, 2024
Page
985 of 1711

DocuSign Envelope ID: 3D1A6CCE-6E7A-4392-A684-8D8EDC90276A Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 8

Menifee Mayor and City Council
February 21, 2024
Page
986 of 1711

DocuSign Envelope ID: 3D1A6CCE-6E7A-4392-A684-8D8EDC90276A Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 9

Menifee Mayor and City Council
February 21, 2024
Page
987 of 1711

DocuSign Envelope ID: 3D1A6CCE-6E7A-4392-A684-8D8EDC90276A Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 10

Menifee Mayor and City Council
February 21, 2024
Page
988 of 1711

DocuSign Envelope ID: 3D1A6CCE-6E7A-4392-A684-8D8EDC90276A Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 11

Menifee Mayor and City Council
February 21, 2024
Page
989 of 1711

DocuSign Envelope ID: 3D1A6CCE-6E7A-4392-A684-8D8EDC90276A Item Title: 10.8
Agreement Amendment with the State of California, Department of California Highway Patrol for the Holland Road / I-215 Overcrossing Project
Item Page Number: 12

Menifee Mayor and City Council
February 21, 2024
Page
990 of 1711

CITY OF MENIFEE
SUBJECT: Agreement Amendment with ETech-360, Inc. for As-Needed Professional Information Technology Support Services
MEETING DATE: February 21, 2024
TO: Mayor and City Council
PREPARED BY: Antonio Chavez, Management Analyst
REVIEWED BY: Ron Puccinelli, Chief Information Officer
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 3 to the professional services agreement with ETech-360, Inc. for as-needed professional information technology support services in an amount not-to-exceed $120,000, for a revised total of $336,666.

DISCUSSION
The City of Menifee Information Technology Department respectfully requests an amendment to its existing agreement with ETech-360. This proposal seeks to increase the current allocation of $216,666 by $120,000, resulting in a new total of $336,666. This additional funding is deemed essential to address the rapidly evolving needs of the City's IT infrastructure and to fulfill the department’s unwavering commitment to providing effective and comprehensive IT support services to all City staff.

Addressing Recruitment Challenges
The IT Department's ongoing struggle to fill critical roles for IT Technicians and IT Analysts has prompted previous requests to City Council for additional funds to support external IT contract services. Despite best efforts, three vacancies persist within the department, intensifying the pressure as service desk calls and tickets steadily escalate. This surge in demand stems directly from the organization's expanding operations, with new projects and personnel being introduced on a regular basis. The competitive nature of the IT industry has only compounded the recruitment challenges, necessitating extensive time and resources to identify candidates with the requisite skills and expertise. As staff navigate through this transitional phase, reliance on temporary external IT support remains vital in ensuring the uninterrupted delivery of high-quality services while the department continues in recruitment efforts and staff training.

Item Title: 10.9
Agreement Amendment with ETech-360, Inc. for As-Needed Professional Information Technology Support Services
Item Page Number: 1

Menifee Mayor and City Council
February 21, 2024
Page
991 of 1711

City of Menifee Staff Report
ETech-360, Inc. Amendment No. 3
February 21, 2024

2 0
4 3
Once the IT Department is fully staffed, IT anticipates that the reliance for as-needed IT support services would decrease, reducing costs in the foreseeable future. In the interim, however, the requested amendment for an additional $120,000 is essential to ensure uninterrupted and efficient IT support services for our city departments and employees. This additional funding would enable staff to address the growing demands of our City's IT infrastructure, and effectively respond to service desk calls, emergencies, and system failures. A breakdown of the original ETech-360 agreement amount, and amendment history can be found below in Table 1.

Table 1: ETech-360 Agreement Amount and Amendment History Date: Original
Agreement
Amount:

Amendment
Number
Amendment Details New
Agreement
Total
6/15/2022 $33,333 - - $33,333
6/7/2023 - No. 1 $150,000 Increase $183,333
8/16/2023 - No. 2 $33,333 Increase &
Term Extension
$216,666
2/21/2024 - No. 3 $120,000 Increase $336,666

STRATEGIC PLAN OBJECTIVE
Regular City Business

FISCAL IMPACT
The fiscal impact for the first action is $120,000 and will be available within the FY 2023/2024 budget in Professional Services Account No. 110-4122-52800. Salary savings from vacancies were transferred to support the needed additional professional services. No additional budget appropriation action(s) would be required.

ATTACHMENTS

1. Original Professional Services Agreement – ETech-360, Inc.

2. Amendment No. 1 – ETech-360, Inc.

3. Amendment No. 2 – ETech-360, Inc.

4. Amendment No. 3 – ETech-360, Inc.

Item Title: 10.9
Agreement Amendment with ETech-360, Inc. for As-Needed Professional Information Technology Support Services
Item Page Number: 2

Menifee Mayor and City Council
February 21, 2024
Page
992 of 1711

7630421.2 a04/06/22

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION

TECHNOLOGY (IT) SERVICES

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this day of , 2022 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and 360S2G (ETECH -360, INC) , a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”

SECTION 1. SERVICES.

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 inconsi stency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.

1.1 Term of Services . The term of this Agreement shall begin on July 1, 2022 and shall end on June 30, 2023 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to 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. Cons ultant 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.

2671/031858-0001
DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 June15
Item Title: 10.9
Agreement Amendment with ETech-360, Inc. for As-Needed Professional Information Technology Support Services
Item Page Number: 3

Menifee Mayor and City Council
February 21, 2024
Page
993 of 1711

2671/031858-0001
7630421.2 a04/06/22 -2-

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 THIRTY THREE

THOUSAND THREE HUNDRED THIRTY THREE DOLLARS AND ZERO
CENTS ($33,333.00) 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: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
Agreement Amendment with ETech-360, Inc. for As-Needed Professional Information Technology Support Services
Item Page Number: 4

Menifee Mayor and City Council
February 21, 2024
Page
994 of 1711

2671/031858-0001
7630421.2 a04/06/22 -3-
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

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

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

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

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

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

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

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

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

2.8 Payment upon Termination. In the event that City or Consultant terminat es this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Cons ultant 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 DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
Agreement Amendment with ETech-360, Inc. for As-Needed Professional Information Technology Support Services
Item Page Number: 5

Menifee Mayor and City Council
February 21, 2024
Page
995 of 1711

2671/031858-0001
7630421.2 a04/06/22 -4-
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, i n all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement.

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

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

4.2 Commercial General and Automobile Liability Insurance.

a. General requirements . Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
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against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.

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

Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.

c. Additional requirements . Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:

a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.

b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.

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

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

b. Claims-made limitations . The following provisions shall apply if the professional liability coverage is written on a claims-made form:

a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services.

b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates.

c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
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right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage.

d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.

a. Acceptability of insurers . All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California.

b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of polici es 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:

FISCAL
YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION
TECHNOLOGY (IT) SERVICES. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant.

c. Notice of Reduction in or Cancellation of Coverage . Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased.

d. Additional insured; primary insurance . City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non- contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.

e. Deductibles and Self -insured Retentions . Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

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During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self -insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.

f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certif icates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:

a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement;

b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or

c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

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

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

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

SECTION 6. STATUS OF CONSULTANT.

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

SECTION 7. LEGAL REQUIREMENTS.

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

7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
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of California, will be the minimum paid to all laborers, including Consultant’s employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations (“DIR”) pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415- 703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City’s request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and cos ts incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

7.3 Licenses and Permits. Cons ultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions.

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

SECTION 8. TERMINATION AND MODIFICATION.

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

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

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

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

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

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

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

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

8.8 Options upon Breach by Consultant . If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:

a. Immediately terminate this Agreement;

b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

c. Retain a different consultant to complete the Services described in Exhibit A; and/or

d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

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SECTION 9. KEEPING AND STATUS OF RECORDS.

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

9.2 Licensing of Intellectual Property. This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a 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 r egard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

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

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

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

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SECTION 10. MISCELLANEOUS PROVISIONS.

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

10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agre e 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 Amanda Gutierrez, 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.

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

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

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Seal and Signature of Registered Professional with
report/design responsibility.
360S2G (ETECH-360, INC)
Attn: Amanda Gutierrez, Vice President
555 CALIFORNIA STREET
SAN FRANCISCO, CA 94104
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Michelle Sarkissian, Information Technology Manager 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.

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 a ttached 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.

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

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

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

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

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

10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub- agreement, or the proceeds thereof, for the Services to be performed under this Agreement.

[Signatures on Following Page]
DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
Agreement Amendment with ETech-360, Inc. for As-Needed Professional Information Technology Support Services
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2671/031858-0001
7630421.2 a04/06/22 -15-
IN WITNESS WHEREOF, the P arties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE CONSULTANT

Armando G. Villa, City Manager
Attest:

Devon Knittle, VP- Contracts and Legal

Stephanie Roseen, Acting City Clerk
Amanda Gutierrez, Senior VP- Client Engagement

Approved as to Form: [Note: 2 officer’s signatures required if Consultant is a corporation, unless provided
w ith a certificate of secretary in-lieu]
Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
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2671/031858-0001
7630421.2 a00/00/00 EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include as needed professional Information Technology (IT) Support Services in the amount not to exceed THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE DOLLARS AND ZERO CENTS ($33,333.00) as further detailed in the following page(s).

DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
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2671/031858-0001
7630421.2 a00/00/00 EXHIBIT A.

Consultants shall provide technical staff augmentation on an as-needed basis in the areas noted below.

Additional skillsets may also be needed. Work will be performed both on-site at City facilities and remotely.

Skillsets include the following:

Network Engineer – Active Directory & Server OS
• Current Microsoft certification highly desired
• Windows Server 2016 and higher OS and Active Directory including securing the OS and AD communications
• Active Directory audit & health check
• Group Policy Object inventory, review, recommendations for update, removal, or new GPOs
• Strong familiarity with VMWare V6.x and above in a clustered configuration • Familiarity with Azure environment including building and securing • Familiarity with Veeam Enterprise Backup system
• Familiarity with Nimble SAN and supporting network architecture • Familiarity with securing and managing cybersecurity in the context of Active Directory and Server OSs

Network Engineer – HP/Aruba
• Current HP/Aruba certification highly desired
• Strong familiarity with designing, implementing, and maintaining Clear Pass • Strong familiarity with wired switches (layer 2, layer 3) and wireless access points
• Familiarity with integrating Clear Pass with Palo Alto Networks Firewalls • Familiarity with micro-segmentation for compliance with PCI, HIPAA, CLETS/DOJ, etc.
• Familiarity with installing, configuring, and operating Aruba wireless access points
• Familiarity with configuring and securing corporate WiFi service and Guest WiFi service and ensuring the security of the corporate WiFi and ne twork services
• Familiarity with securing and managing cybersecurity in the context of network infrastructure
DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
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2671/031858-0001
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Microsoft SQL Server DBA
• Current MCSA highly desired – SQL Server migration, install & configuration • Strong familiarity with both on-prem and Azure SQL server environments, administration, design, operations, and security
• Strong familiarity Data protection, disaster recovery/business continuity • Assess current SQL Server implementation(s) and make recommendations relative to compliance with PCI, HIPAA, CLETS/DOJ, CCPRA

Business Analyst/Project Manager
• PMP certification highly desired
• Strong working knowledge of PMBOK including Agile and Waterfall approaches
• Strong client engagement and requirements gathering and documenting skills
• Experience with the full project life cycle including evaluating for de- acquisition
• Experience implementing large, complex technology projects including organizational change management

Microsoft Azure Architecture and Security
• Minimum of three years of design, implementation, and securing MS Azure cloud environments for highly regulated organizations that are growing rapidly
• Strong familiarity with the various services offered in MS Azure and their Total Cost of Ownership (TCO) over a five year planning horizon • Strong familiarity with securing a MS Azure environment and systems in accordance with PCI, HIPAA, PHI, DOJ/CLETS, and other security or privacy regulations as may apply
• Strong familiarity with implementing and migrating f ile & print services to the MS Azure environment
• Familiarity with design and implementation of disaster recovery/business continuity within a MS Azure environment

The scope of work is not intended to be exhaustive, but a representative requirement of the work.

DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
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2671/031858-0001
7630421.2 a00/00/00 EXHIBIT A.

DocuSign Envelope ID: 05FF6869-977A-43E5-B525-74CA23DC2367 DocuSign Envelope ID: 7B8DF576-BFD5-43C0-92A8-0C99368EF9F6 Item Title: 10.9
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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION TECHNOLOGY (IT)

SERVICES

AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION TECHNOLOGY (IT)

SERVICES

This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on June 15, 2022 between the City of Menifee (“City”) and 360S2G (ETECH -360, INC) (“Consultant”) for FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION TECHNOLOGY (IT) SERVICES which this Amendment No. 1 is made and entered into on ______________, 2023 to increase the compensation amount as indicated below:

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

2. SECTION 2 , “Compensation” is amended to increase the maximum compensation by ONE HUNDRED FIFTY THOUSAND DOLLARS AND ZERO CENTS ($150,000.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

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

THREE THOUSAND THREE HUNDRED THIRTY THREE DOLLARS AND ZERO CENTS ($$183,333.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

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

DocuSign Envelope ID: E9D7DE5B-D4FD-494F-9239-6C331FF397BB DocuSign Envelope ID: AD085DE8-1948-49B1-81C9-B2D4717D7AD9 June 7
Item Title: 10.9
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February 21, 2024
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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION TECHNOLOGY (IT)

SERVICES

SCOPE OF SERVICES

Consultant shall provide N/A in the amount not to exceed ONE HUNDRED EIGHTY

THREE THOUSAND THREE HUNDRED THIRTY THREE DOLLARS AND ZERO CENTS ($$183,333.00) as further detailed in the following page(s).

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

5. This Amendment No. 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: E9D7DE5B-D4FD-494F-9239-6C331FF397BB DocuSign Envelope ID: AD085DE8-1948-49B1-81C9-B2D4717D7AD9 Item Title: 10.9
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Item Page Number: 23

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February 21, 2024
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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION TECHNOLOGY (IT)

SERVICES

CITY OF MENIFEE 360S2G (ETECH-360, INC)

_______________________________ _______________________________ Armando G. Villa, City Manager Devon Knittle, VP, Contracts and Legal

Attest: ________________________________ Amanda Gutierrez, Senior VP-Client Engagement

_______________________________
Stephanie Roseen, Acting City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: E9D7DE5B-D4FD-494F-9239-6C331FF397BB DocuSign Envelope ID: AD085DE8-1948-49B1-81C9-B2D4717D7AD9 Item Title: 10.9
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February 21, 2024
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AMENDMENT NO. 2
TO THE FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION

TECHNOLOGY (IT) SERVICES

Amendment No. 2

PROFESSIONAL SERVICES AGREEMENT
FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION

TECHNOLOGY (IT) SERVICES

This is Amendment No. 2 (“Amendment No. 2”) to that certain Professional Services Agreement (“Agreement”) made on _June 15, 2022 between the City of Menifee (“City”) and 360S2G (ETECH -360, INC) (“Consultant”) for FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION TECHNOLOGY (IT) SERVICES as amended by that certain Amendment No.1 to the Agr eement entered into on June 7, 2023 (“Amendment No. 1”) which this Amendment No. 2 is made and entered into on ______________, 2023 to extend the term and increase the compensation amount, as indicated below:

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

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

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

3. SECTION 2 , “Compensation” is amended to increase the maximum compensation by Thirty Three Thousand Three Hundred Thirty Three Dollars and Zero Cents ($33,333.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed Two Hundred Sixteen Thousand Six Hundred Sixty Six Dollars and Zero Cents ($216,666.00) 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.

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

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

DocuSign Envelope ID: DE72CD80-3D38-4B32-9B38-6F3394D3A277 DocuSign Envelope ID: 6177E04D-A2F6-455C-8D9F-16A67860B211 August 16
Item Title: 10.9
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February 21, 2024
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AMENDMENT NO. 2
TO THE FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION

TECHNOLOGY (IT) SERVICES

CITY OF MENIFEE 360S2G (ETECH-360, INC)

_______________________________ _______________________________ Armando G. Villa, City Manager Devon Knittle, VP, Contracts and Legal

Attest: ________________________________
Amanda Gutierrez, SVP, Client
Engagement
_______________________________
Stephanie Roseen, Acting City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: DE72CD80-3D38-4B32-9B38-6F3394D3A277 DocuSign Envelope ID: 6177E04D-A2F6-455C-8D9F-16A67860B211 Item Title: 10.9
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Item Page Number: 26

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February 21, 2024
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AMENDMENT NO. 3
TO THE FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION

TECHNOLOGY (IT) SERVICES
Amendment No. 3

PROFESSIONAL SERVICES AGREEMENT
FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION

TECHNOLOGY (IT) SERVICES
This is Amendment No. 3 (“Amendment No. 3”) to that certain Professional Services Agreement (“Agreement”) made on _June 15, 2022 between the City of Menifee (“City”) and 360S2G (ETECH-360, INC) (“Consultant”) for FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION TECHNOLOGY (IT) SERVICES as amended by that certain Amendment No.1 to the Agreement entered into on June 7, 2023 (“Amendment No. 1”) as amended by that certain Amendment No.2 to the Agreement entered into on August 16, 2023 (“Amendment No. 2”) which this Amendment No. 3 is made and entered into on ______________, 2024 to increase the compensation amount, as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings ascribed to them in the Agreement.

2.SECTION 2, “Compensation” is amended to increase the maximum compensation by One Hundred Twenty Thousand ($120,000.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed Three Hundred Thirty Six Thousand Six Hundred Sixty Six Dollars and Zero Cents ($336,666.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement.

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

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

4. This Amendment No. 3 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

Item Title: 10.9
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AMENDMENT NO. 3
TO THE FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION

TECHNOLOGY (IT) SERVICES
4 8
0 2
7 CITY OF MENIFEE360S2G (ETECH-360, INC)
_______________________________ _______________________________ Armando G. Villa, City Manager Devon Knittle, VP, Contracts and Legal Attest: ________________________________
Amanda Gutierrez, SVP, Client
Engagement
_______________________________
Sarah Manwaring, City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.9
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EXHIBIT A
Item Title: 10.9
Agreement Amendment with ETech-360, Inc. for As-Needed Professional Information Technology Support Services
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February 21, 2024
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CITY OF MENIFEE
SUBJECT: Quitclaim Deeds to Riverside County Flood Control and Water Conservation District for Storm Drainage Easements in Audie Murphy Ranch
MEETING DATE: February 21, 2024
TO: Mayor and City Council
PREPARED BY: Haile Ford, Senior Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve Quitclaim Deeds for Salt Creek/Clover Creek Lane Storm Drain Stage 3 Line A for two segments of Line A that run through a portion of Tract 28920-1; and

2. Approve Quitclaim Deed for Salt Creek/Destry Drive Storm Drain Stage 1 Line B for the segment of Line B that runs through a portion of Tract 31822-1; and

3. Approve Quitclaim Deeds for Salt Creek/Destry Drive Storm Drain Stage 1 Line B for two segments of Line B that run through a portion of Tract 36485-2; and

4. Approve Quitclaim Deed for Salt Creek/Destry Drive Storm Drain Stage 1 Line C7 for the segment of Line C7 that runs through a portion of Tract 36485-10.

DISCUSSION
On October 10, 2003, prior to the City’s incorporation, the County of Riverside (“County”), Riverside County Flood Control and Water Conservation District (RCFC)(“District”), and a developer, WL Homes, LLC (dba John Laing Homes), entered into a cooperative agreement recorded as Instrument No. 2003-800607 in the Official Records of Riverside County. This agreement established roles and requirements pertaining to the construction, inspection and acceptance of District drainage facilities associated with Tract 28920-1 in the Audie Murphy Ranch (“AMR”) development. Upon the City’s incorporation, the City assumed the roles and responsibilities formerly designated to the County as a party to the agreement.

On February 27, 2018, a separate cooperative agreement was executed between the City, the District, and developer Sutter Mitland 01, LLC, for additional tracts in AMR. This agreement was Item Title: 10.10
Quitclaim Deeds to Riverside County Flood Control and Water Conservation District for Storm Drainage Easements in Audie Murphy Ranch
Item Page Number: 1

Menifee Mayor and City Council
February 21, 2024
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City of Menifee Staff Report
Salt Creek Storm Drain Easements – AMR
February 21, 2024