Agenda packet, first session — Menifee City Council, September 18, 2024 (part 2 of 4)

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STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The fiscal impact of the proposed increase to PO No. 24100154 with Copp Contracting, Inc. is $8,270, for a total not-to-exceed aggregate sum of $65,950. Funding for the proposed increase is available within the prior fiscal year 2023/2024 budget within the Gas Tax Fund as summarized in Table 1 below.

TABLE 1 – EXISTING PROJECT BUDGET
Project Account Number
Available
Budget
Amount
Requested
Briggs Rd. Chip Seal 2200-PWD-STMA-652600 $15,627 $8,270 Total $15,627 $8,270

ATTACHMENTS

1. Project Location Map

2. Contract Services Agreement

3. Final Invoice

4. Change Order No. 1
Item Title: 10.9
Purchase Order Increase with Copp Contracting, Inc. for the Briggs Road Chip Seal Project Item Page Number: 2

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Item Title: 10.9
Purchase Order Increase with Copp Contracting, Inc. for the Briggs Road Chip Seal Project Item Page Number: 3

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Item Title: 10.9
Purchase Order Increase with Copp Contracting, Inc. for the Briggs Road Chip Seal Project Item Page Number: 4

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CITY OF MENIFEE

CONTRACT SERVICES AGREEMENT

BRIGGS ROAD CHIP SEAL PROJECT
THIS CONTRACT SERVICES AGREEMENT (“Agreement”) is made and effective this _________ day of ___________, 2024 by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and COPP CONTRACTING, INC. , a California Corporation (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties”.

City sought, by issuance of a Request for Proposals or Invitation for Bids, for the performance of the services defined and described particularly in this Agreement. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in this Agreement, was selected by City to perform those services. Pursuant to the City of Menifee’s Municipal Code, City has authority to enter into this Agreement and the City Manager has authority to execute this Agr eement. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in this Agreement and desire that the terms of that performance be as particularly defined and described herein.

SECTION 1. SERVICES.

1.1 Scope of Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Services, attached hereto as Exhibit B, “Scope of Services” and incorporated herein by this reference (the “Services ”).

Contractor will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. The Scope of Services incorporates Contractor’s scope of work or bid for the Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit B, this Agreement shall prevail.

1.2 Term of Services. The term of this Agreement shall begin on June 1, 2024. Unless earlier terminated in accordance with Section 8 of this Agreement, this Agreement shall continue in full force and effect until final written approval and acceptance of the work performed under this Agreement by the Contract Administrator. The ti me provided to Contractor to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.3 Standard of Performance.
a. Quality of Work. As a material inducement to City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Contractor shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all Services described her ein. Contractor covenants that it shall follow the highest professional standards in performing the Services required hereunder and that DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD 20 June
Item Title: 10.9
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all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances, and to the sole satisfaction of the Contract Administrator.
b. Care of Work. Contractor shall adopt reasonable methods during the term of this Agreement to furnish continuous protection to the Services, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence. c. Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulat ions, 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 injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. d. Warranty. Contractor warrants all work under this Agreement (which for purposes of this Subsection 1.3 shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipme nt or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by City of any defect in the work or non- conformance of the work to this Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at Contractor’s sole cost and expense. Contractor shall act sooner as requested by City in response to an emergency. In addition, Contractor shall, at its sol e cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by Contractor’s defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obta ined by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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guarantees, if necessary, on behalf of City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand.
e. Skilled and Trained Workforce. Contractor, for itself and its subcontractors at every tier , hereby provides an enforceable commitment to comply with California Public Contract Code section 2600 et seq., which requires use of a skilled and trained workforce to perform all work on the agreements that fall within an apprenticeable occupation in the building and construction trades.
f. Inspection and Final Acceptance . The Services shall be performed to the satisfaction of City. City may inspect and accept or reject any of Contractor’s work under this Agreement, during performance and/or when completed. City shall reject or finally accept Contractor’s work within forty five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud, and such gross mistakes as amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 4 and Section 5, pertaining to insurance and indemnification, respectively.

1.4 Assignment of Personnel . Contractor shall assign only competent personnel to perform the Services. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the Services.

Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the Services, prior to and during any such performance. In the event that City, in its sole discretion, at any time during t he term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.5 Time. Time is of the essence in the performance of this Agreement. Contractor shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Contractor’s obligations hereunder. Contractor shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Scope of Services. When requested by Contractor, extensions to the time period(s) specified in the Scope of Services may be approved in writing by the Contract Administrator but not shall not exceed one hundred eighty (180) days cumulatively.

1.6 Force Majeure. The time period(s) specified in the Scope of Services for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Contractor DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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shall within ten (10) days of the commencement of such delay notify the Contract Administrator in writing of the causes of the delay. The Contract Administrator shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the sole judgment of the Contract Administrator such delay is justified. The Contract Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of this Agreement pursuant to this Section.

1.7 Suspension of Services . The City Engineer of City (“Engineer”) shall have the authority to suspend the Services, wholly or in part, for such period as the Engineer may deem necessary, due to unsuitable weather or to such other conditions as are considered unfavorable for the suitable prosecution of the Services, or for such time as the Engineer may deem necessary due to the failure on the part of Contractor to carry out orders given or to perform any provisions of the Services. Contractor shall immediately comply with the written order of the Engineer to suspend the Services wholly or in part and shall not resume the Services until ordered to do so in writing by the Engineer. Such suspension shall be without liability to Contractor on the part of City. In the event a suspension of work is ordered because of failure on the part of Contractor to carry out orders given or to perform any provisions of the Services, such suspension of the Services shall not relieve Contractor of responsibility to complete the Services within the time limit set forth herein and shall not be considered cause for extension of the time for completion and, further, such suspension of the Services shall not entitle Contractor to any additional compensation.

1.8 Familiarity with Work and Worksite . By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the Services, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Services. If the Services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the Services hereunder. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of the Services hereunder, Contractor shall immediately inform City of such fact a nd shall not proceed until written instructions are received from the Contract Administrator.

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

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

DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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SECTION 2. COMPENSATION.

2.1 Contract Amount. City hereby agrees to pay Contractor a sum not to exceed Fifty Seven Thousand Six Hundred Eighty Dollars and Zero Cents ($57,680.00) notwithstanding any contrary indications that may be contained in Contractor’s proposal or bid, for the Services to be performed and reimbursable costs incurred under this Agreement. This compensation may be administratively adjusted pursuant to Section 8.4 herein. In the event of a conflict between this Agreement and Exhibit B, regarding the amount of compensation, this Agreement shall prevail.

City shall pay Contractor for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified in this Section 2 shall be the only payments from City to Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein.

2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with specified tasks or the percentage of completion of the Services, (iii) payment for time and materials based upon Contractor’s rates as specified in the Scope of Services, provided that time estimates are provided for the performance of subtasks, or (iv) such other methods as may be specified in the Scope of Services. In no event shall compensation exceed the amount set forth in Subsection 2.1.

2.3 Invoices. Contractor shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub- contractor contracts. Subcontractor charges shall also be detailed by such categories. Invoices shall contain:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing the Services hereunder necessary to complete the Services described in Exhibit B; f. Receipts for expenses to be reimbursed;
g. The Principals’ signatures.

DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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Invoices shall be submitted to:

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

2.4 City Payment of Invoices. City shall independently review each invoice submitted by Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Pursuant to California Public Contract Code Section 20104.50, Contractor is notified that for public works Services, City’s failure to pay undisputed and properly submitted invoices within thirty (30) days shall be subject to interest at the legal rate set forth in Code of Civil Procedure Section 685.010. Any invoice for public works Services determined not to be a proper invoice suitable for payment shall be returned to the Contractor as soon as practicable, but not later than seven (7) days, after receipt. An invoice returned pursuant to the foregoing shall be accompanied by a writing stating the reasons why the invoice is not proper.

2.5 Retention of Funds, Final Payment.
a. Contractor hereby authorizes City, in the sole discretion of the Contract Administrator, to retain and deduct from any amount payable to Contractor not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Contractor within sixty (60) days after final acceptance of the Services by the City and after Contractor has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Contractor from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Contractor to insure, indemnify, and protect City as provided in this Agreement. b. Notwithstanding Paragraph a, California Public Contract Code Section 22300 permits the substitution of securities for any retention monies withheld by City for public works Services. At the request and expense of Contractor, securities equivalent to the monies withheld shall be deposited with City , or with a state or federally chartered bank in California as the escrow agent, who shall then pay such monies to Contractor. City retains the sole discretion to approve the bank selected by Contractor to serve as escrow agent. Upon satisfactory completion of the Services , the securities shall be returned to Contractor . Securities eligible for investment shall include those listed in Government Code Section 16430. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. In the alternative, under California Public Contract Code Section 22300, Contractor may request City to make payment of earned retention monies directly to the escrow agent at the expense of Contractor. Also at Contractor’s expense, Contractor may direct investment of the payments into securities, and Contractor shall receive interest earned on such investment upon the same conditions as provided for securities deposited by Contractor. Upon satisfactory completion of the DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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Services, Contractor shall receive from the escrow agent all securities, interest and payments received by escrow agent from City pursuant to the terms of California Public Contract Code Section 22300.

2.6 Total Payment . City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in wr iting prior to the submission of such an invoice.

2.7 Hourly Fees. Fees for the Services performed by Contractor on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit B.

2.8 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. Reimbursable expenses not listed in Exhibit B must be approved in advance by the Contract Administrator, in his or her sole discretion. Contractor shall not be entitled to any additional compensation for the attendance of meetings reasonably deemed necessary by City for the execution of the Services.

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

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

2.11 No Waiver . Payment to Contractor for Services performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 3. FACILITIES AND EQUIPMENT.

3.1 Contractor Provides Facilities and Equipment . Except as otherwise provided, Contractor shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense.

3.2 Utility Relocation . Where applicable, pursuant to California Government Code Section 4215, City is responsible for removal, relocation, or protection of existing main or trunkline utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse Contractor for any costs incurred in locating, repairing damage not caused by Contractor, and removing or relocating such unidentified utility facilities.

Contractor shall not be assessed liquidated dama ges for delay arising from the removal or relocation of such unidentified utility facilities.

DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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3.3 Trenches or Excavations . Pursuant to California Public Contract Code Sections 6705 and 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply.
a. Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) subsurface or latent physical conditions at the site different from those indicated by information about the site made available to bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement.
b. If the Services involve an estimated expenditure in excess of T wenty-Five Thousand Dollars ($25,000) for the excavation of any trench or trenches five (5) feet or more in depth, Contractor shall submit for acceptance by the City Engineer , in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system st andards, the plan shall be prepared by a registered civil or structural engineer.
c. City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the work shall issue an order or amendment for additional services pursuant to Subsection 8.4 or 8.5 of this Agreement. d. If a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed with all work to be performed under this Agreement. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.

SECTION 4. INSURANCE AND BOND REQUIREMENTS.

Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certified copies of insurance policies and original endorsements, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Contractor shall also deliver the payment and performance bonds required by this Section 4 with City. Contractor shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in Contractor’s compensation. Contractor shall not allow any subcontractor, Contractor or other agent to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City, and has delivered the required bonds to City. Verification of the required insurance shall be submi tted and made part of this DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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Agreement prior to execution. Contractor acknowledges the insurance policy must cover inter - insured suits between City and other insureds. Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons or property resulting from Contractor’s activities or the activities of any person or persons for which Contractor is otherwise responsible nor shall it limit Contractor ’s indemnification liabilities as provided in Section 5. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Contract Administrator in the Contract Administrator’s sole discretion. If this Agreement continues for more than three (3) years duration, or in the event the Contract Administrator determines that the Services to be performed under this Agreement creates an increased or decreased risk of loss to City, Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 4 may be changed accordingly upon receipt of written notice from the Contract Administrator; provided that Contractor shall have the right to appeal a determination of increased coverage by the Contract Administrator to the City Council of City within ten (10) days of receipt of notice from the Contract Administrator.

4.1 Workers’ Compensation. Contractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Contractor may rely on a 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 Contractor, 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. Pursuant to California Labor Code Section 1860, Contractor is required to secure the payment of compensation to Contractor’s employees. Pursuant to California Labor Code Section 1861, Contractor hereby submits to City the following:

I am 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 I will comply with such provisions before commencing the performance of the work of this contract.

Contractor Initial: _______

4.2 Commercial General and Automobile Liability Insurance. a. General Requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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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 separatel y to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and persona l injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, leased, and non-owned automobiles. b. Minimum Scope of C overage. 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 including “any auto” and endorsement CA 0025 or equivalent). No endorsement shall be attached limiting the coverage. c. Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) The policy must cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately. (iii) The insurance must be maintained for at least one (1) year following the completion of the Services or the expiration or termination of this Agreement. (iv) Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.
a. General Requirements. Contractor, at its own expense, shall maintain professional liability insurance appropriate to Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to the Services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of the Services or the expiration or termination of this Agreement. During this additional five (5)- year period, Contractor shall annually and upon request of City submit written evidence of this continuous coverage.
b. Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:

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(i) The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
(ii) 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, Contractor must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Contractor’s sole cost and expense, any extended reporting provisions of the policy, if Contractor cancels or does not renew the coverage.
(iii) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 Pollution Liability Insurance . Contractor, at its own expense, shall maintain pollution liability insurance written on a per occurrence for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per pollution incident and ONE MILLION DOLLARS ($1,000,000.00) in the general aggregate. The policy shall apply to any incidents at or from any location on which Contractor performs the Services under this Agreement. The insurance must be maintained for at least one (1) year following the completion of Contractor’s services or the expiration or termination of this Agreement.

4.5 All Policies Requirements.
a. Verification of C overage. Prior to beginning the Services under this Agreement, Contractor shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must in clude the following reference:

BRIGGS ROAD CHIP SEAL PROJECT . The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Contractor. b. Notice of Reduction in or Cancellation of Coverage . Contractor shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
c. Additional Insured; Primary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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the following: liability arising out of the Services performed by or on behalf of Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non- contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage . The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City, its officers, employees, agents, authorized volunteers, and their respective insurers.
d. Deductibles and Self -Insured Retentions . Contractor shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Contractor may increase such deductibles or 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 Contractor procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
e. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
f. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

4.6 Payment and Performance Bonds. Concurrently with execution of this Agreement, Contractor shall deliver to City a payment (labor and materials) bond and a performance bond, each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secure the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of this Agreement and shall be null and void only if Contractor promptly and faithfully performs all terms and conditions of this Agreement. Payment and performance bonds shall be secured from a surety company rated Grade “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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category Class VII or better, unless such requirements are waived by the Contract Administrator due to unique circumstances, and shall be authorized to write such bonds in the State of California. Contractor shall pay all bond premiums, costs, and incidentals. Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under this Agreement may be permitted at the request and expense of Contractor. Without limiting the foregoing, Contractor understands that Civil Code Section 9550 requires a payment bond for all public works contracts involving an expenditure of more than Twenty-Five Thousand Dollars ($25,000).

4.7 Remedies. In addition to any other remedies at law or equity City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of th e following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or 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, Contractor shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including costs and expenses incurred by City and reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Contractor fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Contractor, its officers, agents, employees, or subcontractors (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this Agreement.

5.2 Indemnification for Other than Professional Liability . Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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subcontractors of Contractor. Contractor will promptly pay any judgment rendered against City, its officers, agents, or employees for any such Claims arising out of or in connection with the performance of or failure to perform such Services, operations or activities of Contractor hereunder.

5.3 Subcontractors. Contractor shall incorporate similar indemnity agreements with its subcontractors. Contractor shall be fully responsible to indemnify City, and failure of City to monitor compliance with these provisions shall not be a waiver hereof.

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

In the event any applicable law contains a limitation on indemnification under this Agreement, such limitation shall supersede the provisions herein only to the extent required by said law.

SECTION 6. INDEPENDENT CONTRACTOR.

At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. City shall have the right to control Contractor only insofar as the results of the Services rendered pursuant to this Agree ment and assignment of personnel pursuant to Subsection 1.4; however, otherwise City shall not have the right to control the means by which Contractor accomplishes the Services rendered pursuant to this Agreement.

The personnel performing the Services und er this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Contractor as provided in this Agreement , City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing the Servi ces hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contractor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contra ctor with only such obligations as are consistent with that role.

City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

SECTION 7. LEGAL REQUIREMENTS.

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

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7.2 Compliance with Applicable Laws. Contractor and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Contractor shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contractor shall require the same of all subcontractors.

7.3 Prevailing Wages . Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws , including, but not limited to the prevailing wage and related requirements set forth in this Subsection 7.3. Contractor shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
a. Public Work. Contractor hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Contractor, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the California Labor Code . It is agreed by the Parties that, in connection with the development, construction (as defined by applicable law) and operation of the Services , including, without limitation, any public work (as defined by applicable law), if any, Contractor shall bear all risks of payment or non- payment of state and/or federal prevailing wages and/or the implementation of California Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Contractor’s failure to pay prevailing wages. b. California Labor Code. The Contractor’s attention is directed to Division 2, Part 7, Chapter 1 of the California Labor Code and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the California Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022- 1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Contractor shall post a copy of the prevailing rate of per diem wages at each job site.
(i) Contractor is aware of and will comply with the provisions of California Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said S ection. Pursuant to California Labor Code Section 1771.4, Contractor must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.

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(ii) Pursuant to California Labor Code Section 1810 , it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iii) Pursuant to California Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (iv) Pursuant to California Labor Code Section 1813, it is stipulated hereby that Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Contractor or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the California Labor Code.
(v) Contractor is aware of and will comply with the provisions of California Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices.

Pursuant to Section 1777.5 it is hereby stipulated that Contractor will be responsible for obtaining compliance therewith on the part of any and all sub- consultants or subcontractors employed by Contractor in connection with this Agreement.
(vi) Pursuant to California Labor Code Section 1775, it is hereby stipulated that Contractor shall, as a penalty to City, forfeit not more than two -hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Contractor or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to California Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. Pursuant to California Public Contract Code Section 6109, Contractor may not perform any Services hereunder with a subcontractor who is ineligible to perform the Services pursuant to Section 1777.1 or 1777.7 of the California Labor Code.
d. DIR Monitoring. Pursuant to California Labor Code Section 1771.4, Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages . Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Contractor or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wa ges and hire apprentices); (ii) the implementation of California Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Contractor or any party performing the Services to DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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provide any required disclosure or identification as required by California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

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

7.5 Conflicts of Interest . Contractor represents, warrants, and covenants that Contractor presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Contractor’s obligations and responsibilities under this Agreement. Contractor further agrees that while this Agreement is in effect, Contractor shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of C ontractor’s obligations and responsibilities under this Agreement.

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

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

7.8 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Contractor and its sureties shall be liable for and shall pay to City the sum of FIVE HUNDRED DOLLARS ($500.00) as liquidated damages for each working DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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day of delay in the performance of any of the Services. City may withhold from any monies payable on account of the Services performed by Contractor any accrued liquidated damages.

SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may terminate this Agreement at any time and without cause upon thirty (30) days’ written notification to Contractor. City may also terminate this Agreement pursuant to Subsection 8.8.

8.2 Termination by Contractor. Contractor may terminate this Agreement upon sixty (60) days’ written notice to City.

8.3 Consequences of Termination. In the event of termination, Contractor shall be entitled to compensation for the Services satisfactorily performed up to the date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all materials provided to Contractor or prepared by or for Contractor or City in connection with this Agreement. Upon receipt of any notice of termination, Contractor shall immediately cease all Services hereunder except such as may b e specifically approved by the Contract Administrator.

8.4 Administrative Change Orders . City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Administrator to Contractor, incorporating therein any adjustment in (i) the total compensation, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contractor. Any increase in compensation of up to five percent (5%) of the total compensation or TWENTY-FIVE THOUSAND DOLLARS ($25,000), whichever is less; or in the time to perfo rm of up to one hundred eighty (180) days may be approved in writing by the Contract Administrator. Contractor understands and agrees that, if City grants an extension in time without additional work, City shall have no obligation to provide Contractor wi th compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor for any otherwise reimbursable expenses incurred during the extensi on period. All other extensions or modifications to this Agreement shall require a written amendment pursuant to Subsection 8.5.

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. The Contract Administrator shall have the authority to execute amendments to this Agreement which do not materially change the terms hereof, in the Contract Administrator’s discretion, to the extent permitted by applicable federal, state, and local law. The Contract Administrator may refer any proposed amendment to the City Council for review and approval.

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

Moreover, a substa ntial inducement to City for entering into this Agreement was and is the DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the Scope of Services, without prior written approval of the Contract Administrator. In the event of any unapproved assignment, including in connection with any bankruptcy proceeding, this Agreement shall be void. No approved assignment shall release Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

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

8.8 Disputes, Default. In the event that Contractor is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Contractor for any of the Services performed after the date of default. Instead, City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, in the sole discretion of the Contract Administrator. During the period of time that Contractor is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; c. Retain a different contractor to complete the Services; and/or d. Charge Contractor the difference between the cost to complete the Services that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the Services.

Any failure on the part of City to give notice of Contractor’s default shall not be deemed to result in a waiver of City’s legal rights or any rights arising out of any provision of this Agreement.

8.9 Claims by Contractor. Claims, as that term is defined in California Public Contract Code Section 9204, by Contractor and, where applicable, any subcontractor, in connection with a public works project shall by subject to the mediation procedure in California Public Contract Code Section 9204.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Documents and Data . All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnet ically, or in any other medium (the “Documents and Materials”) prepared or caused to be prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Administrator or upon the expiration or termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contractor will be at City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, revise, or assignment. Contractor may retain copies of such Documents and Materials for its own use.

Contractor shall have an unrest ricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.

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

9.3 Records. Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Administrator to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Administrator shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the Books and Records may be given to City, and access shall be provided by Contractor’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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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.

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

9.5 Confidentiality. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. Contractor, its officers, employees, agents, or subcontractors, shall not, without prior written authorization from the Contract Administrator or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. If Contractor, or any officer, employee, agent, or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any Claims caused by or incurred as a result of Contractor’s conduct. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing, or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Response to a subpoena or court order shall not be considered a voluntary disclosure so long as Contractor gives City notice of such court order or subpoena as provided herein.

SECTION 10. MISCELLANEOUS PROVISIONS.

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

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

10.3 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. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provi sions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

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

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

(Name) (Title)

(Name) (Title)
It is expressly understood that the experience, knowledge, capability, and reputation of the Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement f or directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

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10.8 City Contract Administration . This Agreement shall be administered by a City employee, Chris Geherki , Management Analyst II (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. It shall be Contractor’s responsibility to assure that the Contract Administrator is kept informed of the progress of the performance of the Services and Contractor shall refer any decisions which must be made by City to the Contract Administrator. Unless otherwise provided by applicable law, the Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Contractor shall not accept direction or orders from any person other than the Contract Administrator or his designee.

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

COPP Contracting, Inc.

Attn: Hailey Copp, Executive Assistant
6751 STANTON AVE
BUENA PARK, CA 90621
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Chris Geherki, Management Analyst II
with a copy to:

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

Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first -class mail. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy- two (72) hours from the time of mailing if mailed as provided in this Section.

10.10 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.

10.11 Integration, Interpretation. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed DocuSign Envelope ID: F0845EB3-C77A-4981-A2CA-95E226ADCABD Item Title: 10.9
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for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

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

10.13 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 s o 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.

10.14 Nondiscrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of per sons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. Contractor shall take affirmative action to insure tha t applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

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

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

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

10.18 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 interes t, direct or indirect, in any agreement or sub -agreement, or the proceeds thereof, for the Services to be performed under this Agreement.

[Signatures on Following Page]

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

CITY OF MENIFEE

Armando Villa, City Manager

Attest:

Stephanie Roseen, Acting City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONTRACTOR

Ezekiel A. Copp, President

Erlinda Copp, Secretary

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

SPECIAL REQUIREMENTS

INTENTIONALLY LEFT BLANK

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EXHIBIT B

SCOPE OF SERVICES
Services shall include BRIGGS ROAD CHIP SEAL PROJECT services, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, in the amount not to exceed Fifty Seven Thousand Six Hundred Eighty Dollars and Zero Cents ($57,680.00) as further detailed in the attached pages (if any). If the Services include Services pursuant to a request for proposals or bid, the Services shall include the work contemplated by the entire “Bid Package” or “Request for Proposals” for the Services, including all plans, addenda, documentation, and specifications attached thereto. A copy of the Bid Package and/or Request for Proposals, as applicable shall be retained with a copy of this Agreement. Contractor shall keep a copy of the same for at least three (3) years following termination of this Agreement.

The numerical reference for the Bid Package or Request for Proposals is: __N/A________.

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2905/031858-0001
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====================================================================================================================================

PHASE DESCRIPTION OF WORK ---------CONTRACT VALUES---------- -PREVIOUS COMPLETED- ---THIS INVOICE---- ---TOTAL TO-DATE--- QUANTITY UNIT PRICE $ AMOUNT QUANTITY $ AMOUNT QUANTITY $ AMOUNT QUANTITY $ AMOUNT ==================================================================================================================================== 01 CON. DOUBLE CHIP SEAL 56000.000SF 1.0300 57680.00 0.000 0.00 65000.000 66950.00 65000.000 66950.00

Original Contract Total: 57,680.00 0.00 66,950.00 66,950.00 ____________________________________________________________________________________________________________________________________ C01 TRAFFIC CONTROL CREDIT -1.000LS 1000.0000 -1000.00 0.000 0.00 -1.000 -1000.00 -1.000 -1000.00

Total Change Orders: -1,000.00 0.00 -1,000.00 -1,000.00 ____________________________________________________________________________________________________________________________________ Total Contract To-Date: 56,680.00 0.00 65,950.00 65,950.00 ____________________________________________________________________________________________________________________________________ Item Title: 10.9
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CITY OF MENIFEE

DEPARTMENT OF PUBLIC WORKS
CONTRACT CHANGE ORDER NO. 01
DATE: August 28, 2024
PROJECT DESCRIPTION:

Briggs Road Chip Seal
Project

Page 1 of 2 ends

PROJECT NO: N/A PURCHASE ORDER NO: 24100154
CONTRACTOR: Copp Contracting, Inc.

DESCRIPTION OF CHANGES AND/OR EXTRA WORK: An additional 9,000 square feet of double chip seal was required in addition to the initial bid due to the variable widths of the road upon inspection by the Copp Superintendent.

ITEM DESCRIPTION U/M QUANTITY UNIT PRICE TOTAL
1 Double chip seal Sq Ft 9,000 $1.03 $9,270.00
2 Traffic Control Credit N/A 1 -$1,000 -$1,000.00
TOTAL ESTIMATED PRICE FOR THIS CHANGE ORDER: $8,270.00 This document shall become an amendment to the Contract and all provisions of the Contract will apply hereto. This Change Order constitutes a complete and final resolution of all claims of the Contract for additional time or additional compensation related to or affected by work that is the subject of this Change Order. Quantities of items other than Lump Sum are not to exceed the amounts indicated.

JUSTIFICATION: (Be specific on each item. Attach supporting documents as necessary) An additional 9,000 square feet of double chip seal was required in addition to the initial bid due to the variable widths of the road upon inspection by the Copp Superintendent.

Item Title: 10.9
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CITY OF MENIFEE

DEPARTMENT OF PUBLIC WORKS
CONTRACT CHANGE ORDER NO. 01

Page 2 of 2 ends

CONTRACT VARIANCE SUMMARY
CCO # Description Amount % Additional Time Date Approved 01 Additional chip seal $9,270.00 16.07% 0
02 Traffic Control Credit -$1,000.00 -1.73% 0
03 $0.00 0.00% 0
04 $0.00 0.00% 0
05 $0.00 0.00% 0
06 $0.00 0.00% 0
07 $0.00 0.00% 0
08 $0.00 0.00% 0
09 $0.00 0.00% 0
10 $0.00 0.00%
0 11 $0.00 0.00% 0
Totals $8,270.00 14.34% 0
AUTHORIZATION BY CITY:

Recommended for approval by:

Date: Date:

Construction Manager Mike Smith, Public Works Supervisor Approved by:

Nicolas Fidler
Director of Public Works/Engineering
Date: Date:

Armando G. Villa
City Manager
ACCEPTANCE BY CONTRACTOR:

We, the undersigned Contractor, have given careful consideration to the above-described changes and/or extra work and hereby agree that said work is a supplement to the contract and all provisions will apply hereto.

Accepted by: Date:

Signature
Ezekiel Copp, President
Please print name and title
Original Contract Amount: $57,680.00
Previous Change Order Amounts: $0.00
Current Change Order Amount: $8,270
Revised Contract Amount: $65,950.00
Date Started: July 24, 2024
Original Completion Date: July 25, 2024
Additional Time (Working Days) 00
Revised Completion Date: N/A
Item Title: 10.9
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with Kimley-Horn and Associates, Inc. for the Citywide Traffic Signal Safety Improvements Project
MEETING DATE: September 18, 2024
TO: Mayor and City Council
PREPARED BY: Diego Guillen, Senior Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 2 to the Professional Services Agreement with Kimley-Horn and Associates, Inc. for environmental and civil design services for 17 additional intersections for the Citywide Traffic Signal Safety Improvements Project, Capital Improvement Program (CIP) Project No. 24-01, increasing the amount by $32,215 for a total not-to-exceed amount of $207,034.30.

DISCUSSION
The Citywide Traffic Signal Safety Improvements Project, CIP Project No. 24-01 (“Project”) would install retroreflective backplates at key traffic signals in the City to provide greater visibility for drivers. The Project would also install a leading pedestrian interval system at selected intersections identified as having heavy pedestrian use.

The Project received partial funding through a Highway Safety Improvement Program (HSIP) grant administered by the California Department of Transportation (“Caltrans”). The original scope of the Project, and the grant application, included safety improvements for 94 signalized intersections throughout the City. An additional 17 intersections have been identified as requiring the same safety improvements included in this Project’s scope. Several of the additional intersections were ultimately omitted from the HSIP grant application as they had a low-scoring benefit-cost ratio, which would have reduced the City’s overall application score and potentially resulted in the overall Project not receiving the grant award. The remaining identified intersections are newly constructed traffic signals at intersections that were previously unsignalized and therefore not included in the original grant application. Increasing the scope of the current Project to include the additional 17 intersections would ultimately prove more cost-effective than implementing the same safety improvements in a future project as material and labor costs continue to increase.

Item Title: 10.10
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Citywide Traffic Signal Safety Improvements Project Item Page Number: 1

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City of Menifee Staff Report
CIP 24-01 Kimley-Horn Amendment No. 2
September 18, 2024

Page 2 of 3 ends

2 3
3 4
On May 15, 2024, the City Council authorized the City Manager to execute a Professional Services Agreement (“Agreement”) with Kimley Horn and Associates Inc. (“Consultant”) for environmental and civil design services for the Project. On July 17, 2024, the City Council authorized the City Manager to execute Amendment No. 1 to the Agreement, which corrected the Disadvantaged Business Enterprise (DBE) goal from 20 percent to 22 percent and had no fiscal impact on the total agreement value.

The Consultant’s Agreement would need to be increased to incorporate the additional 17 intersections into the Project’s scope, which would allow for the evaluation of the additional intersections, additional project management and preliminary engineering efforts, as well as preparation of construction documents. The proposed Amendment No. 2 would increase the Agreement by $32,215 to a total not-to-exceed amount of $207,034.30 to accommodate the additional efforts. The increased scope proposed in Amendment No. 2 would not be eligible for support with the HSIP grant funding and would be funded through the existing Project budget.

The Agreement activity history for the Project is summarized in Table 1 below.

TABLE 1 – KIMLEY-HORN AGREEMENT HISTORY
Agreement Activity Approval Date Summary of Changes Value Original Agreement May 15, 2024 N/A $174,819.30
Amendment No. 1 July 17, 2024
Correct the DBE goal from 20% to
22% $0.00
Amendment No. 2 TBD
Include 17 additional intersections
identified for safety improvements $32,215.00
TOTAL $207,034.30
Pursuant to Menifee Municipal Code §3.12.090, amendments or change orders in the amount greater than 10% of the original agreement amount, or that exceed the City Manager’s signing authority, shall be approved by the City Council.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The fiscal impact of the proposed Amendment No. 2 with Kimley-Horn and Associates, Inc. is $32,215, for a total agreement amount not-to-exceed $207,034.30. Funding for the proposed Amendment No. 2 is available within the approved Fiscal Year 2024/2025 Project budget within the Developer Impact Fee (DIF) 16 - Signals Fund (2502-PWD-CIPS-760010), as summarized in Table 2 below.

TABLE 2 – AVAILABLE PROJECT BUDGET
Fund Project Account Number Available
Balance
Cost of
Services
DIF 16 -
Signals
Citywide Traffic Signal
Safety Improvements
2502-PWD-CIPS-760010 $75,495.70 $32,215.00
TOTALS $75,495.70 $32,215.00
Item Title: 10.10
Agreement Amendment with Kimley-Horn and Associates, Inc. for the Citywide Traffic Signal Safety Improvements Project Item Page Number: 2

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City of Menifee Staff Report
CIP 24-01 Kimley-Horn Amendment No. 2
September 18, 2024

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ATTACHMENTS

1. Project Location Map

2. Amendment No. 2

3. Original Agreement

4. Amendment No. 1
Item Title: 10.10
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Project Site
City Boundary
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Path: E:\Project_Specific_Maps\Engineering_PublicWorks\CitywideTrafficSignalSafetyImprovements\CitywideTrafficSignalSafetyImprovements.aprx Date: 8/22/2024 Citywide Traffic Signal Safety Improvements
(CIP 24-01)
Project Location Map
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Intersections S02 S21PB

ANTELOPE RD CRAIG AVE Y Y

ANTELOPE RD HOLLAND RD Y Y

ANTELOPE RD LA PIEDRA RD Y Y

ANTELOPE RD SCOTT RD Y Y

ANTELOPE RD STILLWATER DR Y Y
SH-74 BRIGGS RD Y Y

CANYON HEIGHTS DR GOETZ RD Y Y

GOETZ RD

AUDIE MURPHY RD (SOUTH)/ CANYON

LAKE DR Y Y

GOETZ RD MONUMENT PKY Y Y

GOETZ RD ROCK CANYON DR Y Y

HAUN RD

SOUTHSIDE MARKETPLACE/SOUTH

ENTRANCE Y Y

HOLLAND RD SOUTHSHORE DR Y Y

LA PIEDRA RD BRADLEY RD Y Y

LA PIEDRA RD EVANS RD Y Y

HAUN RD LA PIEDRA RD Y Y

MCCALL BLVD BRADLEY RD Y Y

MCCALL BLVD ENCANTO DR Y Y

MCCALL BLVD HERITAGE LAKE DR (EAST) Y Y

MCCALL BLVD HERITAGE LAKE DR Y Y

MCCALL BLVD HILLPOINTE DR/VIA ENTRADA Y Y

MCCALL BLVD JUNIIPERO RD Y Y

MCCALL BLVD MURRIETA RD Y Y

MCCALL BLVD SHERMAN RD Y Y

MCCALL BLVD SUN CITY BLVD Y Y

MENIFEE RD COASTLINE AVE Y Y

MENIFEE RD HERITAGE LAKE DR Y Y

MCCALL BLVD MENIFEE RD Y Y

MENIFEE RD WATERFORD ST/PACIFIC BLUFF ST Y Y

MENIFEE RD ROCKPORT RD Y Y

MENIFEE RD/TURTLE POINT DR ROUSE RD Y Y

MENIFEE RD SIMPSON RD Y Y

MENIFEE RD TRAILHEAD DR Y Y

MENIFEE RD TRES LAGOS DR/LOIRE VALLEY LN Y Y

CHERRY HILLS BLVD MURRIETA RD Y Y

MURRIETA RD SOUTH OF CHERRY HILLS BLVD Y Y

MURRIETA RD NORTH OF RIDGEMOOR RD Y Y

MURRIETA RD RIDGEMOOR RD Y Y

MURPHY RANCH RD / PUERTO

VALLARTA WY MURRIETA RD Y Y
Intersection Location List
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Intersections S02 S21PB

NEWPORT RD ANTELOPE RD Y Y

NEWPORT RD BEREA RD/ MURPHY RANCH RD Y Y

NEWPORT RD BRADLEY RD Y Y

DERBY HILL DR NEWPORT RD Y Y

NEWPORT RD EVANS RD Y Y

NEWPORT RD GOETZ RD Y Y

HAUN RD NEWPORT RD Y Y

NEWPORT RD/DOMENIGONI PKY LAGUNA VISTA DR Y Y

DOMENIGONI PKY/NEWPORT RD LINDENBERGER RD Y Y

NEWPORT RD CALLE POMPEII/MENIFEE LAKES DR Y Y

NEWPORT RD MENIFEE RD Y Y

MURRIETA RD NEWPORT RD Y Y

NEWPORT RD AVENIDA CORTEZ/TOWN CENTER Y Y

NEWPORT RD WESTLINK DR/VIA CORAZON Y Y

NEWPORT RD WINTER HAWK RD Y Y

NORMANDY RD LA LADERA RD Y Y

SCOTT RD BREIGHTON WOOD ST Y Y

BRIGGS RD SOCTT RD Y Y

SCOTT RD HAUN RD/ZEIDERS RD Y Y

SCOTT RD LINDENBERGER RD Y Y

SCOTT RD MENIFEE RD Y Y

SIMPSON RD LINDENBERGER RD Y Y

CHERRY HILLS BLVD SUN CITY BLVD Y Y

MENIFEE RD ALDERGATE DR/CARNELIAN WY Y Y

ANTELOPE RD GARBANI RD Y Y

HOLLAND RD BRADLEY RD Y Y

ETHANAC RD BARNETT RD Y Y

MCCALL BLVD BRIGGS RD Y Y

ETHANAC RD MURRIETA RD Y Y

LA PIEDRA SHERMAN RD Y Y
I-215 SCOTT RD Y Y
I-215 (SOUTH) SCOTT RD Y Y
I-215 (NORTH) MCCALL BLVD Y Y
I-215 (SOUTH) MCCALL BLVD Y Y
I-215 (SOUTH) NEWPORT RD Y Y
I-215 (NORTH) NEWPORT RD Y Y

ETHANAC RD GOETZ RD Y Y

ETHANAC RD TRUMBLE RD Y Y
ANTELOPE RD SH-74 Y Y
SH-74 TRUMBLE RD Y Y
MENIFEE RD SH-74 Y Y
PALOMAR RD SH-74 Y Y
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SH-74 MCKINLEY Y Y
SH-74 SHERMAN Y Y

GOETZ RD AUDIE MLURPHY RD (N) Y Y

NEWPORT RD LONG VALLEY LN Y Y

NEWPORT RD CALLE TOMAS Y Y

HAUN RD VILLAGE RD/NORTH ENTRANCE Y Y

NEWPORT RD STATER WY Y Y

ANTELOPE RD PALM VILLA DR Y Y

ANTELOPE RD PAMPAS ST Y Y

MENIFEE RD BISCAYNE DR Y Y
BRIGGS RD HERITAGE H.S. Y Y

ZEIDERS RD COMMERCE POINT Y Y

ETHANAC RD CASE RD Y Y

AQUA DR Y Y
17 Additional Intersections Location List
Intersection Major Street Intersection Minor Street
McCall Blvd Oakhurst Ave
Murrieta Rd Park City Ave
Murrieta Rd Scott Rd
Menifee Rd Holland Rd
Menifee Rd Camino Cristal
Menifee Rd La Piedra Rd
Menifee Rd Garbani Rd
Murrieta Rd Rouse Rd
Murrieta Rd Sun City Blvd
Murrieta Rd Garbani Rd
Antelope Rd MSJC Entrance
Valley Blvd Goetz Rd
Holland Rd Evans Rd
Murrieta Rd La Piedra Rd
Murrieta Rd Beth Dr
Murrieta Rd Craig Ave
Scott Rd Leon Rd
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kimley-horn.com 660 S Figueroa Street, Suite 2100, Los Angeles, CA 90017 213 261 4040 August 8, 2024
Mr. Diego Guillen, P.E., Senior Engineer
City of Menifee
29844 Haun Rd
Menifee, CA 92586
RE: Menifee Traffic Signal Improvements – Letter Proposa l D
ear Mr. Guillen,
Menifee will be receiving traffic signal safety improvements through 94 intersections as part of the HSIP Cycle 11 funding they received. The City is looking to implement the same safety improvements at 17 City-owned intersections: upgrade signal hardware with retroreflective backplates and implement leading pedestrian intervals (LPI’s).

The 17 intersections are as follows:

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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN SERVICES) (PRELIMINARY ENGINEERING PHASE)
AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN

SERVICES) (PRELIMINARY ENGINEERING PHASE)
This is Amendment No. 2 (“Amendment No.2”) to that certain Professional Services Agreement (“Agreement”) made on _May 15, 2024__ between the City of Menifee (“City”) and Kimley-Horn and Associates, Inc. (“Consultant”) for CIP 24-01 Citywide Traffic Signal Safety Improvement (Design Services) (Preliminary Engineering Phase), as amended by that certain Amendment No. 1 to the Agreement entered into on July 17, 2024 (“Amendment No. 1”), which this Amendment No. 2 is made and entered into on _________________, 2024 to increase the compensation and scope of services, as indicated below:

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

2.SECTION 2, “Compensation” is amended to increase the maximum compensation by Thirty Four Thousand Dollars and Zero Cents ($32,215.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed Two Hundred Seven Thousand Thirty Four Dollars and Thirty Cents ($207,034.30) 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.

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. Exhibit A, “Scope of Services” is supplemented to include the supplement attached as Exhibit A hereto. The supplement to the “Scope of Services” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

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AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN SERVICES) (PRELIMINARY ENGINEERING PHASE)

SCOPE OF SERVICES
Consultant shall provide CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN SERVICES) (PRELIMINARY ENGINEERING PHASE), in the amount not to exceed Two Hundred Seven Thousand Thirty Four Dollars and Thirty Cents ($207,034.30) as further detailed in the following page(s).

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

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

PROFESSIONAL SERVICES AGREEMENT
CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN SERVICES) (PRELIMINARY ENGINEERING PHASE)

CITY OF MENIFEE
Armando Villa, City Manager
Attest:

Stephanie Roseen, Acting City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT
Megan Ulery, P.E., LEED, Vice President
Jean Fares, P.E., Principal
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
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AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN SERVICES) (PRELIMINARY ENGINEERING PHASE)

EXHIBIT A

SUPPLEMENT TO SCOPE OF SERVICES
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AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN SERVICES) (PRELIMINARY ENGINEERING PHASE)
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AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN SERVICES) (PRELIMINARY ENGINEERING PHASE)

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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN SERVICES) (PRELIMINARY ENGINEERING PHASE)
AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN SERVICES) (PRELIMINARY ENGINEERING PHASE)

This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement for CIP 24 -01 Citywide Traffic Signal Safety Improvement (Design Services) (Preliminary Engineering Phase) (“Agreement”) made on May 15, 2024 between the City of Menifee (“City”) and Kimley-Horn and Associates, Inc. (“Consultant”), which this Amendment No. 1 is made and entered into on _________________ to correct an error in the original Agreement.

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

2. The Parties agree that the Disadvantaged Business Enterprises (DBE) participation goal) listed in Exhibit “B” to the Agreement was erroneously listed as twenty percent (20%) instead of twenty-two percent (22%). Accordingly, Section B of Article XVIII of Exhibit “B” to the Agreement is revised to read in its entirety as follows:

The goal for DBE participation for this AGREEMENT is twenty -two percent ( 22%).

Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10- O2: Consultant Contract DBE Commitment, to the Local Assistance Procedures Manual prepared by Caltrans. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

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

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

Docusign Envelope ID: 3AE066D3-4BED-4F7F-A556-6ECB60FD90FE July 17
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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 24-01 CITYWIDE TRAFFIC SIGNAL SAFETY IMPROVEMENT (DESIGN SERVICES) (PRELIMINARY ENGINEERING PHASE)

CITY OF MENIFEE

Armando Villa, City Manager

Attest:

Stephanie Roseen, Acting City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT

Megan Ulery, P.E., LEED, Vice President

Jean Fares, P.E., Principal

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

Docusign Envelope ID: 3AE066D3-4BED-4F7F-A556-6ECB60FD90FE Item Title: 10.10
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CITY OF MENIFEE
SUBJECT: Agreement with Bureau Veritas Technical Assessment, LLC for the City’s Americans with Disabilities Act Self-Evaluation and Transition Plan Update
MEETING DATE: September 18, 2024
TO: Mayor and City Council
PREPARED BY: Rex Caballero, Assistant Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Professional Services Agreement with Bureau Veritas Technical Assessment (BVTA) to update the City of Menifee’s Americans with Disabilities Act Self-Evaluation and Transition Plan, Capital Improvement Program Project No. 24-24, for a total amount not-to-exceed $249,776.56 through June 30, 2025.

DISCUSSION
On July 26, 2017, the City Council adopted the City of Menifee American with Disabilities Act (ADA) Self-Evaluation and Transition Plan (“Plan”). The ADA requires that State and local governments ensure their facilities, public rights-of-way, policies, procedures, and practices accommodate all users. The Federal Highway Administration’s (FHWA) regulatory responsibility under Title II of the ADA and the Rehabilitation Act of 1973 (Section 504) is to ensure that recipients of Federal aid, and all public agencies who are responsible for roadway and pedestrian facilities, do not discriminate based on disability.

The California Department of Transportation’s (Caltrans) often serves as a pass-through for federal funding to local agencies as subrecipients. As a subrecipient of grant funding administered by Caltrans, the City is required to demonstrate compliance not only with the ADA, but with the Caltrans Local Assistance Procedures Manual (LAPM) as well. The LAPM recommends the Plan be updated every three to five years. As the City’s population increases and new City-owned facilities are constructed, it is essential that the Plan be updated to serve as a tool to reduce or eliminate non-compliant infrastructure improvements within parkways, parks, public structures, public programs to allow accessibility for all.

The ADA Self-Evaluation and Transition Plan, Capital Improvement Program (CIP) Project No. 24-24 (“Project”) would update the existing Plan to incorporate any recent changes in the ADA, Item Title: 10.11
Agreement

with

Bureau

Veritas

Technical

Assessment,

LLC

for

the

City’s

Americans

with

Disabilities

Act

Self-Evaluation
and Transition Plan Update
Item Page Number: 1

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September 18, 2024
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City of Menifee Staff Report
CIP 24-24 ADA Plan Update
September 18, 2024

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2 2
9 7
California Building Code, Caltrans standards, and accessibility trends to provide a current benchmark for accessibility efforts within the City. The Plan update would include a schedule of improvements necessary to meet the ADA, State, and local accessibility requirements and provide cost estimates for barrier removal, a prioritized list of improvements, and a timeline for the completion of the recommended improvements. The Project scope would include the following:
•ADA self-evaluation of existing parkway improvements
•Physical assessment of facilities and Sites Accessibility Transition Plan •Program access and policy review
•Public outreach meetings
•Public rights-of-way (PROW) evaluation (155 miles of public sidewalks and curb ramps) •Twenty schools/library/Medical Center – PROW Access only •Seven public building facilities
•Eight public parks
During the Fiscal Year (FY) 2023/2024 Mid-Year Budget cycle, staff requested to increase the CIP budget to include funding for this Project. On June 6, 2024, staff released a Request for Proposal (RFP) to solicit professional engineering services for the Project. A total of three proposals were received. After reviewing and evaluating all proposals for qualifications, a proposal ranking was assigned to each firm, as summarized in Table 1 below.

TABLE 1 – PROPOSAL EVALUATION SUMMARY
Following the review of proposals received and to further assess the proposed project team to determine which firm most closely aligned with the scope of work outlined in the RFP, the two top-ranking firms were subsequently invited to participate in selection interviews. The average scores of the evaluation completed by the interview panel are summarized in Table 2 below.

TABLE 2 – SELECTION INTERVIEW FIRM RANKING SUMMARY
Under the California Government Code Section 4526, local agencies are required to select professional services for architectural, landscape architectural, engineering, environmental, land surveying, or construction project management solely on the basis of demonstrated competence and professional qualifications. For this reason, cost proposals are sealed until the selection process is completed.

Firm Name Interview Score Qualification Ranking
BVTA 90.25 1
Accessibility Consulting Partners (ACP) 84.75 2
ARCOR, Inc. 81.50 3
Firm Name Interview Score Cost Proposal Qualification Ranking BVTA 80.50 $281,376.00 1
ACP 69.00 $294,336.00 2
Item Title: 10.11
Agreement

with

Bureau

Veritas

Technical

Assessment,

LLC

for

the

City’s

Americans

with

Disabilities

Act

Self-Evaluation
and Transition Plan Update
Item Page Number: 2

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CIP 24-24 ADA Plan Update
September 18, 2024

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9 7
After thorough review, BVTA was selected as the highest-ranking proposer. BVTA demonstrated qualified experience and a comprehensive understanding relevant to the Project’s scope as outlined within the RFP. BVTA’s original cost proposal exceeded the City’s independent estimate of $250,000 for the Project. Following negotiations, the final cost proposal from BVTA was reduced to $249,776.56, which was determined to be reasonable and within the established Project budget.

The amount of the proposed Professional Services Agreement (“Agreement”) exceeds the City Manager’s signing authority. Pursuant to Menifee Municipal Code §3.12.040, any contract amount that exceeds the City Manager’s signing authority shall be approved by the City Council.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The fiscal impact of the proposed Agreement with BVTA is for the total amount not to-exceed $249,776.56. Funding for the Agreement is available in the FY 2024/2025 budget within the Quality of Life (Measure DD) Fund (1105-PWD-CIPS-760050), as summarized in Table 3 below.

TABLE 3 – PROJECT BUDGET
Fund Available Budget Anticipated Cost
Quality of Life (Measure DD) $250,000.00 $249,776.56
TOTAL $250,000.00 $249,776.56
No additional budget appropriation action(s) is required.

ATTACHMENTS

1. Project Location Map

2. Agreement - BVTA
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ADA CIP 24-24
EXHIBIT – PUBLIC RIGHT-OF-WAY EVALUATION NEAREST TO THE PUBLIC FACILITIES

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CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
CIP 24-24 ADA SELF EVALUATION AND TRANSITION PLAN (PROFESSIONAL

ENGINEERING SERVICES)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ______ day of __________, 2024 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and BUREAU VERITAS TECHNICAL ASSESSMENT, LLC (BUREAU VERITAS), a Limited Liability Company (LLC) (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

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

1.1 Term of Services. The term of this Agreement shall begin on October 2, 2024 and shall end on June 30, 2025 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

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

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

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

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

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

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

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed Two Hundred Forty Nine Thousand Seven Hundred Seventy Six Dollars and Fifty Six Cents ($249,776.56) 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.

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; Item Title: 10.11
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e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

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

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

2.3 Retention of Funds, Final Payment. Consultant hereby authorizes City to retain and deduct from any amount payable to Consultant not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Consultant within sixty (60) days after final acceptance of the Services by the City and after Consultant has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Consultant from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as provided in this Agreement. City shall pay the last five percent (5%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.

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

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.

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

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

SECTION 3. FACILITIES AND EQUIPMENT.

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

SECTION 4. INSURANCE REQUIREMENTS.

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

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

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fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

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

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

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 in writing by City.

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

4.4 All Policies Requirements.
a. Acceptability of Insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of Coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference: CIP 24- 24 ADA SELF EVALUATION AND TRANSITION PLAN (PROFESSIONAL ENGINEERING 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. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.

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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.

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

4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; Item Title: 10.11
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b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

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

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

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

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

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SECTION 6. INDEPENDENT CONTRACTOR.

At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement.

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

SECTION 7. LEGAL REQUIREMENTS.

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

7.2 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. 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 Prevailing Wages. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws, including, but not limited to the prevailing wage and related requirements set forth in this Subsection 7.3. Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. a. Public Work. Consultant hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Consultant, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the Labor Code. It is agreed by the Parties that, in connection with the development, construction (as Item Title: 10.11
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defined by applicable law) and operation of the Services, including, without limitation, any public work (as defined by applicable law), if any, Consultant shall bear all risks of payment or non- payment of state and/or federal prevailing wages and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Consultant’s failure to pay prevailing wages. b. Labor Code of California. The Consultant’s attention is directed to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Consultant shall post a copy of the prevailing rate of per diem wages at each job site. (ii) Consultant is aware of and will comply with the provisions of Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to Labor Code Section 1771.4, Consultant must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.
(iii) Pursuant to Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (v) Pursuant to Labor Code Section 1813, it is stipulated hereby that Consultant shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.
(vi) Consultant is aware of and will comply with the provisions of Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices. Pursuant to Section 1777.5 it is hereby stipulated that Consultant will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Consultant in connection with this Agreement.
(vii) Pursuant to Labor Code Section 1775, it is hereby stipulated that Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each Item Title: 10.11
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calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Consultant or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. d. DIR Monitoring. Pursuant to Labor Code Section 1771.4, Consultant is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages. Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

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

7.5 Conflicts of Interest, Political Reform Act. Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Item Title: 10.11
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Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.

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

SECTION 8. TERMINATION AND MODIFICATION.

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

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

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

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

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

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

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Item Title: 10.11
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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.

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 Item Title: 10.11
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and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

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

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

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

SECTION 10. MISCELLANEOUS PROVISIONS.

10.4 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.

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constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

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 Erik Piller, Senior 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 Administration. This Agreement shall be administered by a City employee, Rex Caballero, Assistant Engineer (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement.

Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

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

BUREAU VERITAS TECHNICAL ASSESSMENT, LLC (BUREAU

VERITAS)
Attn: Erik Piller, Senior Vice President
220 Technology Drive
Irvine, CA 92618
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Rex Caballero, Assistant Engineer
with a copy to:

City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
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10.10 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,” as in the following example.
__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

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

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

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

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

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

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

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interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

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

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

CITY OF MENIFEE
Armando Villa, City Manager
Attest:

Stephanie Roseen, Acting City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT
Erik Piller, SVP

Matt Munter, EVP

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

SCOPE OF SERVICES
Services shall include CIP 24-24 ADA SELF EVALUATION AND TRANSITION PLAN (PROFESSIONAL ENGINEERING SERVICES) services in the amount not to exceed Two Hundred Forty Nine Thousand Seven Hundred Seventy Six Dollars and Fifty Six Cents ($249,776.56) as further detailed in the following page(s).

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CITY OF MENIFEE
SUBJECT: Agreement Amendment with SDI Presence, LLC for As- Needed Professional Information Technology Support
Services
MEETING DATE: September 18, 2024
TO: Mayor and City Council
PREPARED BY: Antonio Chavez, Management Analyst
REVIEWED BY: Ron Puccinelli, Chief Information Officer
APPROVED BY: Armando Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 3 to the professional services agreement with SDI Presence, LLC for as-needed professional information technology support services in an amount not-to-exceed $38,000, for a revised total of $116,666.

DISCUSSION
The City of Menifee Information Technology Department respectfully requests an amendment to its existing agreement with SDI Presence. This proposal seeks to increase the current allocation of $78,666 by $38,000, resulting in a new total of $116,666. 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.

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City of Menifee Staff Report
SDI Presence, LLC Amendment No. 3
September 18, 2024

Page 2 of 2 ends

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 $38,000 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 SDI Presence agreement amount, and amendment history can be found below in Table 1.

Table 1: SDI Presence Agreement Amount and Amendment History Date: Original Agreement
Amount:

Amendment
Number
Amendment
Details
New Agreement
Total
8/8/2022 $33,333 - - $33,333
8/16/2023 - No. 1 $12,000 Increase $45,333.00
9/14/2023 - No. 2 $33,333 Increase
& Extension
$78,666.00
4/3/2024 - No. 3 $38,000 $116,666.00

STRATEGIC PLAN OBJECTIVE
Regular City Business

FISCAL IMPACT
The fiscal impact for the first action is $38,000 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 – SDI Presence, LLC Fully Executed

2. Amendment No. 1 – SDI Presence, LLC Fully Executed

3. Amendment No. 2 – SDI Presence, LLC Fully Executed

4. Amendment No. 3 – SDI Presence, LLC
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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 SDI PRESENCE LLC, a Limited Liability Company (LLC) (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”

SECTION 1. SERVICES.

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

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

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

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

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1.6 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.

a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;

b. The beginning and ending dates of the billing period;

c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;

d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;

e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A;

f. Receipts for expenses to be reimbursed;
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g. The Consultant Representative’s signature.

Invoices shall be submitted to:

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

2.3 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.

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: 2035A907-C25A-4F61-80FE-CB3A7857A9AE DocuSign Envelope ID: 73C8A5CB-CBA4-437E-A287-5662AD79F922 Item Title: 10.12
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and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long -distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

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

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

4.2 Commercial General and Automobile Liability Insurance.

a. General requirements . Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION 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: 2035A907-C25A-4F61-80FE-CB3A7857A9AE DocuSign Envelope ID: 73C8A5CB-CBA4-437E-A287-5662AD79F922 Item Title: 10.12
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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 endors ement 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 th e 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: 2035A907-C25A-4F61-80FE-CB3A7857A9AE DocuSign Envelope ID: 73C8A5CB-CBA4-437E-A287-5662AD79F922 Item Title: 10.12
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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, Consulta nt 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 pol icies 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 office rs, 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.

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 certificates and certified endorsements for each subcontractor. All coverages for subcontrac tors 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.

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 perform ance 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 third party claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused 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 negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

SECTION 6. STATUS OF CONSULTANT.

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

SECTION 7. LEGAL REQUIREMENTS.

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

7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State DocuSign Envelope ID: 2035A907-C25A-4F61-80FE-CB3A7857A9AE DocuSign Envelope ID: 73C8A5CB-CBA4-437E-A287-5662AD79F922 Item Title: 10.12
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of California, will be the minimum paid to all laborers, including Consultant’s employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations (“DIR”) pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415- 703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City’s request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that , in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

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

Consultant represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expens e, 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.

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

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

a. Immediately terminate this Agreement;

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

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.

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

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

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

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SECTION 10. MISCELLANEOUS PROVISIONS.

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

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

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

10.8 City Contract Administration . This Agreement shall be administered by a City employee, 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.

SDI PRESENCE LLC
Attn: Phil Danie
4368 E. La Palma Ave.

Anaheim, CA 92807
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.

10.13 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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10.16 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.

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

[Signatures on Following Page]
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7630421.2 a04/06/22 -15-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE CONSULTANT

Armando G. Villa, City Manager
Attest:

Sharee Wolf, Chiel Financial Officer

Stephanie Roseen, Acting City Clerk
David Gupta, CEO

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: 2035A907-C25A-4F61-80FE-CB3A7857A9AE DocuSign Envelope ID: 73C8A5CB-CBA4-437E-A287-5662AD79F922 Item Title: 10.12
Agreement Amendment with SDI Presence, LLC for As-Needed Professional Information Technology Support Services Item Page Number: 17

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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).

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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 network services
• Familiarity with securing and managing cybersecurity in the context of network infrastructure
DocuSign Envelope ID: 2035A907-C25A-4F61-80FE-CB3A7857A9AE DocuSign Envelope ID: 73C8A5CB-CBA4-437E-A287-5662AD79F922 Item Title: 10.12
Agreement Amendment with SDI Presence, LLC for As-Needed Professional Information Technology Support Services Item Page Number: 19

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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 file & print services to the MS Azure environment
• Familiarity with design and implementation of disaster recovery/business continuity within a MS Azure environment

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

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2671/031858-0001
7630421.2 a00/00/00 EXHIBIT A.

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7630421.2 a00/00/00 EXHIBIT A.

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AMENDMENT NO. 1

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

TECHNOLOGY (IT) SERVICES

AMENDMENT NO. 1

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

TECHNOLOGY (IT) SERVICES

This is Amendment No. 1 (“Amendment 1”) to that certain Professional Services Agreement (“Agreement”) made on _August 8, 2022__ between the City of Menifee (“City”) and SDI PRESENCE LLC (“Consultant”) for FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION TECHNOLOGY (IT) SERVICES 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 Twelve Thousand Dollars and Zero Cents ($12,000.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed Forty Five Thousand Three Hundred Thirty Three Dollars and Zero Cents ($45,333.00) 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. All other terms and conditions of the Agreement remain in full force and effect.

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

DocuSign Envelope ID: B02E00AF-4A21-4080-AF7B-92989D7582AB DocuSign Envelope ID: 27CB98EB-7951-4D4D-A452-AE04E18BF1DC August 16
Item Title: 10.12
Agreement Amendment with SDI Presence, LLC for As-Needed Professional Information Technology Support Services Item Page Number: 23

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AMENDMENT NO. 1

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

TECHNOLOGY (IT) SERVICES

CITY OF MENIFEE SDI PRESENCE LLC

_______________________________ _______________________________ Armando G. Villa, City Manager Sharee Wolf, Chiel Financial Officer

Attest: ________________________________

_______________________________
Stephanie Roseen, Acting City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: B02E00AF-4A21-4080-AF7B-92989D7582AB DocuSign Envelope ID: 27CB98EB-7951-4D4D-A452-AE04E18BF1DC Item Title: 10.12
Agreement Amendment with SDI Presence, LLC for As-Needed Professional Information Technology Support Services Item Page Number: 24

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EXHIBIT A

DocuSign Envelope ID: B02E00AF-4A21-4080-AF7B-92989D7582AB DocuSign Envelope ID: 27CB98EB-7951-4D4D-A452-AE04E18BF1DC Item Title: 10.12
Agreement Amendment with SDI Presence, LLC for As-Needed Professional Information Technology Support Services Item Page Number: 25

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AMENDMENT NO.1
TO 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 2”) to that certain Professional Services Agreement (“Agreement”) made on _August 8, 2022 between the City of Menifee (“City”) and SDI PRESENCE LLC (“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 _ 8/16/2023_ (“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 Seventy Eight Thousand Six Hundred Sixty Six Dollars and Zero Cents ($78,666.00) 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: 896BFA02-E589-4E2A-96BB-A594B51F23DB DocuSign Envelope ID: E06A23A4-C408-4CB5-A553-8BB88345C2AF September 14
Item Title: 10.12
Agreement Amendment with SDI Presence, LLC for As-Needed Professional Information Technology Support Services Item Page Number: 26

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AMENDMENT NO.1
TO FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL

INFORMATION TECHNOLOGY (IT) SERVICES

CITY OF MENIFEE SDI PRESENCE LLC

_______________________________ _______________________________ Armando G. Villa, City Manager Sharee Wolf, Chiel Financial Officer

Attest: ________________________________

_______________________________
Stephanie Roseen, Acting City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: 896BFA02-E589-4E2A-96BB-A594B51F23DB DocuSign Envelope ID: E06A23A4-C408-4CB5-A553-8BB88345C2AF Item Title: 10.12
Agreement Amendment with SDI Presence, LLC for As-Needed Professional Information Technology Support Services Item Page Number: 27

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EXHIBIT A

DocuSign Envelope ID: 896BFA02-E589-4E2A-96BB-A594B51F23DB DocuSign Envelope ID: E06A23A4-C408-4CB5-A553-8BB88345C2AF Item Title: 10.12
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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 _August 8, 2022 between the City of Menifee (“City”) and SDI PRESENCE, LLC., a limited liability company (“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 August 16, 2023 (“Amendment No. 1”) as amended by that certain Amendment No.2 to the Agreement entered into on September 14, 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 Thirty Eight Thousand Dollars and Zero Cents ($38,000.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed One Hundred Sixteen Thousand Six Hundred Sixty Six Dollars and Zero Cents ($116,666.00) 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: 10.12
Agreement Amendment with SDI Presence, LLC for As-Needed Professional Information Technology Support Services Item Page Number: 29

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AMENDMENT NO. 3
TO THE FISCAL YEAR 2022/23 AS NEEDED PROFESSIONAL INFORMATION

TECHNOLOGY (IT) SERVICES
CITY OF MENIFEESDI Presence, LLC.
_______________________________ _______________________________ Armando G. Villa, City Manager Sharee Wolf, Chief Financial Officer Attest: ________________________________

_______________________________
Sarah Manwaring, City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.12
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EXHIBIT A
Item Title: 10.12
Agreement Amendment with SDI Presence, LLC for As-Needed Professional Information Technology Support Services Item Page Number: 31

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CITY OF MENIFEE
SUBJECT: Memorandum of Understanding with the County of Riverside, Riverside University Health Systems Behavioral Health for Crisis Triage Behavioral Health Services
MEETING DATE: September 18, 2024
TO: Mayor and City Council
PREPARED BY: Christine Booker, Budgets & Grants Analyst REVIEWED BY: Chris Karrer, Police Chief
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Memorandum of Understanding (MOU) with the County of Riverside, Riverside University Health System - Behavioral Health for Crisis/Triage Behavioral Health Services; and

2. Authorize the City Manager to execute all subsequent yearly MOU amendments at the City’s discretion.

DISCUSSION
The Menifee Police Department (PD) is requesting continued partnership with Riverside University Health Services (RUHS) to provide crisis triage behavioral health services. The first Memorandum of Understanding (MOU) and partnership was approved by the City Council in February of 2022. This MOU would continue the facilitation of a full time Clinical Therapist at no charge to PD. The RUHS staff would work in conjuncture with the Menifee PD’s Community Based Assessment Team (CBAT), Problem Orientated Policing (POP), and Homeless Liaison (HLO), and work out of the Menifee PD main station for 40 hours per week.

This partnership would strive to provide alternatives to those at risk of injury or death without appropriate crisis triage and behavioral health services provided directly in the community in collaboration with local law enforcement. They would seek to reduce jail incarcerations and involuntary behavioral health treatment/hospitalizations for individuals whose behavior is influenced by a behavioral health disorder/crisis and who are the subject of 9-1-1 calls.

Additionally, the staff would attempt to divert individuals with behavioral health problems into appropriate community services and support, while also engaging hard to reach homeless who suffer from serious behavioral health illness and link them to all available resources.

Item Title: 10.13
Memorandum

Understanding

with

the

County

Riverside,

Riverside

University

Health

Systems

Behavioral

Health

for
Crisis Triage Behavioral Health Services
Item Page Number: 1

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City of Menifee Staff Report
RUHS Crisis Triage MOU
September 18, 2024

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2 3
2 2
By continuing this mutually beneficial relationship, the City of Menifee would benefit from the direct knowledge and experience of the Clinical Therapist regarding crisis triage and behavioral health issues.

This MOU would be in place through June 30, 2025 with a mutually automatic renewal clause to be signed annually by the City Manager upon consent by both parties and available funding on the part of RUHS.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
There is no current direct fiscal impact associated with the recommended action. Indirect fiscal impacts as a result of this MOU may include increased electrical costs to maintain the office assigned to RUHS staff, as well as ballistic vests for newly assigned staff as needed.

ATTACHMENTS

1. FY24-25 RUHS Crisis Triage MOU

2. Original MOU
Item Title: 10.13
Memorandum

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Riverside,

Riverside

University

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Behavioral

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University

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Item Title: 10.13
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Understanding

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Riverside,

Riverside

University

Health

Systems

Behavioral

Health

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Memorandum

Understanding

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Riverside,

Riverside

University

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Systems

Behavioral

Health

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Memorandum

Understanding

with

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Riverside,

Riverside

University

Health

Systems

Behavioral

Health

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University

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Health

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Understanding

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University

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Systems

Behavioral

Health

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Understanding

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Understanding

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University

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Systems

Behavioral

Health

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Understanding

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University

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Health

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Understanding

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University

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Item Title: 10.13
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Understanding

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University

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Item Title: 10.13
Memorandum

Understanding

with

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Riverside,

Riverside

University

Health

Systems

Behavioral

Health

for
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Item Title: 10.13
Memorandum

Understanding

with

the

County

Riverside,

Riverside

University

Health

Systems

Behavioral

Health

for
Crisis Triage Behavioral Health Services
Item Page Number: 24

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CITY OF MENIFEE
SUBJECT: Agreement with Southern California Edison for the Holland Road/I-215 Overcrossing Traffic Signal Service Line
Extension Construction Services
MEETING DATE: September 18, 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, or their designee, to execute a Distribution Line Service Extension Agreement with Southern California Edison for the traffic signal service line extension services at Holland and Haun Road for the Holland Road / I-215 Overcrossing Project, Capital Improvement Program Project No. CIP 13-03, in an amount not-to-exceed $28,780.65.

DISCUSSION
The Holland Road / I-215 Overcrossing, Capital Improvement Program (CIP) Project No. 13-03 (“Project”), is the construction of a new four-lane bridge over Interstate 215 (I-215) from Haun Road to Hanover Lane to provide a transportation connection between 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 Holland at Hanover Lane.

The Project is currently under construction and is anticipated to be substantially completed by mid October 2024. To deliver a turn-key facility, staff began coordinating with Southern California Edison (SCE) in February 2023 to prepare the necessary construction drawings and a Distribution Line Service Extension Agreement (“Agreement”) to provide power to the traffic signal at Holland Road and Haun Road (“Traffic Signal”). Due to the complexity of the site, the Project team and the SCE planning department have continued extensive coordination to determine the best route for the line extension to provide power to the proposed Traffic Signal.

On September 3, 2024, staff received the final approved drawings for the line extension from SCE. The Agreement with SCE is for a total amount not-to-exceed $28,780.65, and would include Item Title: 10.14
Agreement

with

Southern

California

Edison

for

the

Holland

Road/I-215

Overcrossing

Traffic

Signal

Service

Line

Extension
Construction Services
Item Page Number: 1

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September 18, 2024
Page
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City of Menifee Staff Report
CIP 13-03 SCE Line Extension Agreement
September 18, 2024

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6 0
the preparation of construction drawings for the service line extension, installation of all necessary equipment, and construction inspection services. SCE would require receipt of the fully executed Agreement and payment for the agreed upon amount prior to commencing inspection, installation, and powering of the Traffic Signal. Services provided by SCE under the Agreement are required to ensure the Project progresses in a timely manner.

Pursuant to Menifee Municipal Code §3.12.080, agreements that exceed the City Manager’s signing authority shall be approved by the City Council.

STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility

FISCAL IMPACT
The fiscal impact of the proposed Agreement with SCE is for a total amount not-to-exceed $28,780.65. Funding for the Agreement is available in the Fiscal Year 2024/2025 budget within the Menifee Valley Road and Bridge Benefit District (RBBD) Fund (2415-PWD-CIPS-760000), as summarized in Table 1 below:

TABLE 3 – PROJECT BUDGET
Fund Available Budget Anticipated Cost
Menifee Valley RBBD $273,803.38 $28,780.65
TOTAL $273,803.38 $28,780.65
No additional budget appropriation action(s) is required.

ATTACHMENTS

1. Project Location Map

2. Agreement - SCE
Item Title: 10.14
Agreement

with

Southern

California

Edison

for

the

Holland

Road/I-215

Overcrossing

Traffic

Signal

Service

Line

Extension
Construction Services
Item Page Number: 2

Menifee Mayor and City Council
September 18, 2024
Page
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Copyright nearmap 2015
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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: 10.14
Agreement

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California

Edison

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Road/I-215

Overcrossing

Traffic

Signal

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Extension
Construction Services
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September 18, 2024
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Description Amount
Service Request Number: 3605772 Project:

LINE EXTENTION
30987 HAUN RD MENIFEE CA 92584
Install - Billing Option: SCE INSTALL - DISCOUNT
29714 HAUN RD
MENIFEE CA 92586
Telephone: (951)-928-8300

MENIFEE, CITY OF
SCE Contact: John S. Bonds
Invoice Date: 09/03/2024
26100 MENIFEE ROAD
MENIFEECA92585
Southern California Edison Company
Document # 7590576052
Invoice # 557258
Item # 589541
Design #: 1665680 LINE EXTENTION
2180442 - LINE EXTENSIONProduct: $28,780.65
Previous Payment $0.00
* Effective July 1, 2024, through December 31, 2024, Mixed-Fuel new construction projects (gas or propane in addition to electricity) will not receive subsidies and will be priced as estimated cost. * Effective January 1, 2025, Mixed-Fuel new construction projects will not receive subsidies and will be priced as actual cost billing.
* Enclosed are two copies of your invoice. Please return one copy of the invoice with your payment to Accounts Receivable in the enclosed return-addressed envelope. The other copy of the invoice is for your records. * All payments must be delivered by mail, an alternate postal method, or one of our electronic payment options.

Walk-in payments are no longer accepted at any SCE location, including Accounts Receivable. * Please complete all applications and/or contracts and return to your planning office, using the enclosed return-addressed envelope.
* For the Refundable and Discount Option appendices, choose only one option. Sign "Has Chosen" on the appropriate option and sign "Has Not Chosen" on the other option. Only sign each form once. Return both forms in the enclosed self-addressed envelope.
* If a street light work order is associated with this project, contracts for that project will be enclosed. * Easement documents will be mailed directly to you from our Right of Way department. Please complete and return them as soon as possible, as we will not be able to proceed with the project without clearance * Call the Edison company at 1-800-655-4555 to make application for electrical service. * An Edison Inspector must approve all underground systems. Please call your designated inspector 48 hours prior to construction to schedule an inspection.
* Final electrical inspection from the local governmental building and safety department must be received before we can energize your service.
* By paying this invoice, customer acknowledges and agrees that if this project is canceled by customer for any reason or customer does not proceed with the project completion. * Any expense incurred by SCE, including, but not limited to, expenses related to engineering, inspection and construction, prior to the project cancellation or completion will be deducted from any applicable refund due to the customer.
* To ensure worker and public safety, please maintain the appropriate clearance distance from utility infrastructure during your construction project to avoid encroachments that may result in serious injury or damage. * If relocation of existing utility infrastructure is pending, please adjust your work around the proposed relocation schedule as appropriate. If you have any questions, please contact the designated SCE representative assigned to your project.
.
$28,780.65
COMMENTS:

TOTAL PROJECT INVOICE AMOUNT:

Item Title: 10.14
Agreement

with

Southern

California

Edison

for

the

Holland

Road/I-215

Overcrossing

Traffic

Signal

Service

Line

Extension
Construction Services
Item Page Number: 4

Menifee Mayor and City Council
September 18, 2024
Page
325 of 556

Description Amount
Service Request Number: 3605772 Project:

LINE EXTENTION
30987 HAUN RD MENIFEE CA 92584
Install - Billing Option: SCE INSTALL - DISCOUNT
29714 HAUN RD
MENIFEE CA 92586
Telephone: (951)-928-8300

MENIFEE, CITY OF
29714 HAUN RD
MENIFEE CA 92586
Please pay total amount now due:
$ 28,780.65
Thank you for paying promptly
Make check payable to Southern California EdisonDocument # 7590576052 ATTN: Remittance Processing
PO Box 800
Rosemead, CA 91771-001
ADDITIONAL PAYMENT INSTRUCTIONS:

If paying by check, please follow instructions on payment stub JP Morgan Chase Bank
New York, NY
ABA#: 021000021 - Acct#: 323-394434
SCE Taxpayer ID No. 95-1240335
Document #: 7590576052
SCE Contact:

Southern California Edison
Attn: Remittance Processing
G.O. 1 Ground Floor, Room G53
2244 Walnut Grove Ave.

Rosemead, CA 91770
John S. Bonds
Instructions for wire or ACH payments:
*** Failure to properly identify your document number and SCE contact may delay the application of funds and initiation of your project
Special Instructions for overnight delivery methods:

Item Title: 10.14
Agreement

with

Southern

California

Edison

for

the

Holland

Road/I-215

Overcrossing

Traffic

Signal

Service

Line

Extension
Construction Services
Item Page Number: 5

Menifee Mayor and City Council
September 18, 2024
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Product Number :

Project Specific Location :

SCE’s estimated refundable costs:*
SCE Rule 16 credit amount :*
SCE street light credit amount :*
SCE associated work credit amount :*
SOUTHERN CALIFORNIA EDISON ( "SCE " )

DISTRIBUTION LINE AND/OR SERVICE EXTENSION

APPLICANT'S INSTALLATION OPTION AND

STATEMENT OF APPLICANT'S CONTRACT ANTICIPATED COSTS
Applicant :
30987 HAUN RD CA 92584
$32,486.32
$944.40
$0.00
X
2180442

1. INSTALLATION OPTIONS
Applicant
understands that in accordance with SCE’s Rule 15 and/or Rule 16, Applicant can elect to have either SCE install the Distribution Line and/or Service Extension or a Qualified Contractor/Subcontractor install the Distribution Line and/or Service Extension.

2. SCE’S ESTIMATED REFUNDABLE COST INFORMATION
SCE’s estimated refundable costs are based on the work that SCE would normally perform that can be performed by a Qualified Contractor/Subcontractor under the provisions of the Applicant Installation Option, Rule 15, Section G, and in accordance with SCE’s Terms and Conditions Agreement for Installation of Distribution Line Extension by Applicant (Form 14-188).

If applicable, other estimated cost information may be provided below. This could include the credit amount for Rule 16, street light, or other associated installation work.

3. APPLICANT SELECTION
Applicant understands the installation options under Section 1 above, and hereby elects the following installation option by initialing the appropriate selection below:
_________ Installation by SCE
_________ Installation by Qualified Contractor/Subcontractor Under installation by Qualified Contractor/Subcontractor, Applicant shall secure project specific bid information from Qualified Contractors/Subcontractors for the installation of the Distribution Line and/or Service extension.

Applicant shall contribute or advance before the start of construction any refundable or non-refundable amounts as specified in Rules 15 and 16.
*Please refer to the specific contract, Appendix A, for detailed financial information.

Form 14-754, Rev. 1/2024
Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE

CITY OF MENIFEE
$0.00
Item Title: 10.14
Agreement

with

Southern

California

Edison

for

the

Holland

Road/I-215

Overcrossing

Traffic

Signal

Service

Line

Extension
Construction Services
Item Page Number: 6

Menifee Mayor and City Council
September 18, 2024
Page
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4. APPLICANT'S CONTRACT ANTICIPATED COST INFORMATION (to be completed only if installation is performed by a Qualified Contractor/Subcontractor as selected in Section 3 above) Option 1 Applicant elects to provide SCE with the Applicants Contract Anticipated Costs, which are subject to refund, that are associated with that portion of the new Distribution Line and /or Service Extension normally installed by SCE, and understands that the lower of SCE's estimated refundable cost or the Applicant's Contract Anticipated Costs, which are subject to refund, as submitted below, shall apply to any applicable SCE refunds and allowances provided in accordance with Rule 15 and 16, 1
or
Option 2 Applicant elects not to provide SCE with the Applicants Contract Anticipated Costs, which are subject to refund. The Applicant understands that by selecting this option, the Applicant is directing SCE to use SCE's estimated refundable cost for all billing and accounting.

Applicant understands the Applicants Cost Information, as described above, and hereby elects the following by initialing the appropriate selection below :
________Option 1 - Applicants Contract Anticipated Costs $ _________________ ________Option 2 - SCE's Estimated Refundable Costs $ _________________

5. ITCC
SCE shall value all trenching, conduit, backfill, street repair, substructures, and encasement, based on SCE's estimate of such items, for the purpose of collecting the applicable governmental taxes (ITCC) on contributions to SCE.

7. UTILITY RESPONSIBILITIES
Upon receipt of this completed and signed form, SCE shall begin the process of producing the applicable contracts and forms based on the selection made by the Applicant.

Applicant and /or Applicant ’s Qualified Contractor /Subcontractor understands that for the portion of the Electrical Distribution and /or Service Extension that SCE would normally install, in accordance with SCE ’s Rule ’s 15 and/or 16 and the Terms and Conditions Agreement for Installation of Distribution Line Extension by Applicant, the Applicant, prior to performing any work associated with the installation of these electrical facilities, and for the purpose of utility billing and accounting, shall elect one of the following options, and return this form to SCE prior to SCE proceeding with any further work on the Applicant’s project.

6. MIXED FUEL NEW CONSTRUCTION PROJECTS
Effective July 1, 2024, Allowances will not apply to Mixed -Fuel New Construction unless otherwise approved by the Commission in accordance with Decision 22-09-026. Effective January 1, 2025, any work performed associated with a Mixed -Fuel New Construction Distribution Line Extension2 project will be based on actual installed cost. Estimated costs will initially apply with final actual costs due after project completion. When an Applicant selects the Applicant Installation Option within Rule 15, reimbursable credits for the value of the substructures installed by the Applicant and deeded to SCE will not apply.

Form 14-754, Rev. 1/2024
Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE Item Title: 10.14
Agreement

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Edison

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Road/I-215

Overcrossing

Traffic

Signal

Service

Line

Extension
Construction Services
Item Page Number: 7

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September 18, 2024
Page
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8. SIGNATURE CLAUSE
The signatory hereto represents that they have been appropriately authorized into this contract on behalf of the party for whom they sign.

I declare under penalty of perjury that the foregoing is true and correct Applicant : ______________________________________________ Corporation, Partnership, or DBA: ____________________________ Name of Authorized Individual: ______________________________ Applicant’s signature: ______________________________________ Title: ___________________________________
Date: _________________________
1 Excludes the estimated costs of work the Applicant cannot perform, such as, work on or in proximity to, energized equipment.
2 As defined in Rule 15, a Mixed-Fuel New Construction is a building that uses gas and/or propane in addition to electricity, and has never been used or occupied for any purpose Form 14-754, Rev. 1/2024
Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE City Manager
City of Menifee
Armando G. Villa
Attest:
______________________________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
______________________________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.14
Agreement

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Road/I-215

Overcrossing

Traffic

Signal

Service

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Construction Services
Item Page Number: 8

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September 18, 2024
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Form No. 16-330 1
Rev. 01/2024

CONTRACT FOR EXTENSION OF ELECTRIC DISTRIBUTION LINE
RULE 15

1. PART
IES
This Contract for Extension of Electric Distribution Line ("Contract") is issued this day of , .

The Parties to this Contract are:
("Applicant")
and Southern California Edison Company ("SCE"). Applicant and SCE are referred to individually as "Party" and collectively as "Parties".

2. RECITALS
Applicant has requested SCE, pursuant to SCE's Rule 15, Distribution Line Extensions, to install an electric Distribution Line Extension to the location or locations described as follows:
30987 HAUN RD MENIFEE CA 92584
(Hereinafter referred to as "Project")

3. AGREEMENT

3.1 Responsibilities of Applicant
Construction
Applicant shall, in accordance with SCE's specifications and timing requirements for the Project:
o Perform route clearing, tree trimming, trenching, excavating, and backfilling and compacting;
o Furnish imported backfill material and dispose of trench spoil as required; o Furnish, install and transfer ownership to SCE any substructures, conduit, and protective structures required;
o Obtain any necessary construction permits for all work performed by Applicant under this Contract.

If Applicant elects to have SCE perform any part of this work, Applicant shall pay to SCE, as specified herein and before the start of construction, SCE's estimated-installed costs thereof.

Beginning January 1, 2025, any work performed by SCE associated with a Mixed Fuel New Construction Distribution Line Extension
1 will be based on actual installed cost. Estimated
costs will initially apply with final actual costs due after project completion. 1 Defined in Rule 15 as, “A building that uses gas and/or propane in addition to electricity, and has never been used or occupied for any purpose.”
SEPTEMBER 2024
Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE

CITY OF MENIFEE
Item Title: 10.14
Agreement

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Edison

for

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Holland

Road/I-215

Overcrossing

Traffic

Signal

Service

Line

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Construction Services
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September 18, 2024
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Form No. 16-330 2
Rev. 01/2024
Rights of Way

Applicant hereby grants to SCE the rights of way and easements for the Distribution Line Extension over the shortest, most practical, available, and acceptable route within Applicant's property for the purpose of making delivery of electric service hereunder. Such easement shall include the right of access and right to trim trees as necessary. Where formal rights of way, easements, land leases, or permits are required by SCE for installation of facilities on or over Applicant's property, or the property of others, Applicant understands and agrees that SCE shall not be obligated to install the Distribution Line Extension for the Project unless and until any necessary permanent rights of way, easements, land leases, and permits, satisfactory to SCE, are granted to or obtained for SCE without cost to or condemnation by SCE.

Advances

Applicant shall contribute or advance, before the start of construction, the refundable and non-refundable amounts as set forth in Appendix A to this Contract. This includes the costs for substructures and conduits which SCE had previously installed at its expense in anticipation of the current Distribution Line Extension. Any necessary riser conduit, conduit covering, and miscellaneous riser material required for the Distribution Line Extension shall be furnished or paid for by Applicant and shall be installed by SCE.

All contributions and advances by Applicant are taxable and shall include an Income Tax Component of Contribution (ITCC) at the rate provided in SCE's Preliminary Statement.

ITCC will be either refundable or non-refundable depending on whether the corresponding contribution or advance is refundable or non-refundable.

Joint Applicants. The total contribution or advance from joint Applicants will be apportioned by SCE among the members of the group in such manner as Applicants mutually agree.

Effective January 1, 2025, any work performed associated with a Mixed- Fuel New Construction Distribution Line Extension project wi ll be based on actual installed cost.

Estimated costs will initially apply with final actual costs due after project completion.

3.2 Responsibilities of SCE

Construction

SCE shall install, own, operate, and maintain the Distribution Line Extens ion to serve the Project. SCE will install only those facilities that, in SCE's judgment, will be used within a reasonable time to serve permanent loads.

Refunds

SCE shall make refunds to Applicant in accordance with the provisions of Rule 15.

Effective July 1, 2024, Applicants with Mixed-Fuel New Construction projects are not subject to refunds. Exceptions may apply to non-residential Mixed-Fuel New Construction projects if approved by the CPUC.

Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE Item Title: 10.14
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Traffic

Signal

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Form No. 16-330 3
Rev. 01/2024

3.3 Ownership of Facilities

Title to and ownership of the Distribution Line Extension shall vest in SCE. Applicant does hereby agree that upon completion and acceptance by SCE of any Applicant -installed facilities, title to each and every component part thereof shall immediately pass to SCE free and clear of all liens and encumbrances.

3.4 Service Facilities

Service extensions shall be installed pursuant to SCE's Rule 16, Service Extensions.

3.5 Street Lighting Facilities

Street lighting and Distribution Line Extensions within the Project solely for service to street lighting equipment shall be installed in accordance with the appropriate street light tariff schedule. Street light revenues are not applicable toward allowances or refunds for Distribution Line Extensions. Electroliers shall be located at points determined by the governmental agency having jurisdiction over streets to be dedicated to that agency or by Applicant for privately owned and maintained streets open to and used by the general public.

3.6 Non-Refundable Discount Option

In lieu of contributing the total refundable amount, Applicant has the option of contributing, on a non-refundable basis, a percentage of such refundable amount as set forth in Appendix A to this Contract. Applicant has or has not chosen this option as indicated by signature on Appendix A.

Effective July 1, 2024, Applicants with Mixed- Fuel New Construction projects are not eligible for the Non-Refundable Discount Option. Exceptions may apply to non-residential Mixed-Fuel New Construction projects if approved by the CPUC.

3.7 Refunds

The total refundable amount shall be subject to refund, without interest, in accordance with the provisions of Rule 15, which include the following:

Residential. Refunds will be made on the basis of any new customer permanent load connected to the Distribution Line Extension which produces additional revenues to SCE.

The refund will be deducted from the total refundable amount, and the remaining amount subject to refund will represent that portion of the Distribution Line Extension cost not supported by revenues.

Non-Residential. Refunds will be made on the basis of Applicant or any new customer permanent load connected to the Distribution Line Extension which produces additional revenues to SCE. SCE shall be responsible to review Applicant's actual net revenue for the first three years from the date SCE is first ready to serve. Applicant shall be responsible for notifying SCE if new, permanent load is added the fourth through tenth year from the date SCE is first ready to serve. Such review shall determine if additional net revenue justifies refunds to Applicant.

Unsupported Distribution Line Extension Cost. When any portion of a refundable amount has not qualified for a refund at the end of twelve (12) months from the date SCE is first ready to serve, Applicant will pay to SCE a Monthly Ownership Charge on the remaining refundable balance. The difference between the total refundable advance and any refunds made or Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE Item Title: 10.14
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Form No. 16-330 4
Rev. 01/2024
eligible to be made to Applicant shall serve as the basis of a monthly ownership charge ("base"). The Monthly Ownership Charge includes replacement for 60 years at no additional cost and is derived from the Customer-Financed With Replacement at Additional Cost Added Facilities rates determined in SCE’s general rate case proceeding and/or periodic annual review. Monthly ownership charges are distinct from the refundable amount and will normally be accumulated and deducted from refunds due to Applicant. This provision does not apply to individual residential Applicants.

The Monthly Ownership Charge herein shall automatically increase or decrease if the California Public Utilities Commission should subsequently authorize a higher or lower percentage rate for the Monthly Ownership Charge, effective on the date of such authorization.

Refund Period. The total refundable amount is subject to refund for a period of ten (10) years after the Distribution Line Extension is first ready to serve. Any unrefunded amount remaining at the end of the ten-year period shall become property of SCE.

3.8 Payment Adjustments

Contract Compliance. If, after six (6) months following the date SCE is first ready to serve residential loads for which allowances were granted, one (1) year for non-residential loads, Applicant fails to take service, or fails to use the service contracted for, Applicant shall pay to SCE an additional contribution, based on the allowances for the revenue actually generated.

Excess Facilities. If the load inf ormation provided by Applicant results in SCE having installed facilities which are in excess of those needed to serve the actual loads, and SCE elects to reduce such excess facilities, Applicant shall pay to SCE its estimated total costs to remove, abandon, or replace the excess facilities, less the estimated salvage of any removed facilities.

Mixed-Fuel New Construction. Effective July 1, 2024, allowances will not be provided to Mixed-Fuel New Construction projects. Additionally, Effective January 1, 2025, any work performed associated with a Mixed- Fuel New Construction Distribution Line Extension project will be based on actual installed cost. Estimated costs will initially apply with final actual costs due after project completion.

Mixed-Fuel New Construction projects currently in the development process will receive applicable subsidies (e.g., Allowances, Refunds, Non-Refundable Discount Option) if said project meets all the criteria below. If the criteria below are not met, estimated costs will initially apply with final actual costs due after project completion:

(1) The invoice has been paid to SCE as of July 1, 2024; (2) The applicable SCE contract(s) was signed and received by SCE as of July 1, 2024; and
(3) The project(s) is field complete/energized no later than 12 months after July 1, 2024.

3.9 Reimbursement to Applicant

Where mutually agreed upon by SCE and Applicant, Applicant may perform SCE's work or install facilities normally installed by SCE. Such work shall be in accordance with SCE's specifications and timing requirements. SCE shall reimburse Applicant SCE's estimated installed cost of such facilities and work by applying a credit toward Applicant's advance. Any amount not so credited shall be reimbursed to Applicant upon acceptance of the work and Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE Item Title: 10.14
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Road/I-215

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Traffic

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Form No. 16-330 5
Rev. 01/2024
facilities by SCE.

3.10 Delays in Construction

Force Majeure. SCE shall not be responsible for any delay in the installation or completion of the facilities by SCE resulting from the late performance of Applicant's responsibilities under this Contract, shortage of labor or material, strike, labor disturbance, war, riot, weather conditions, governmental rule, regulation or order, including orders or judgements of any court or commission, delay in obtaining necessary land rights, act of God, or any other cause or condition beyond the control of SCE.

Resources. SCE shall have the right, in the event it is unable to obtain sufficient supplies, materials, or labor for all of its construction requirements, to allocate materials and labor to construction projects which it deems, in its sole discretion, most important to serve the needs of its customers. Any delay in construction hereunder resulting from such allocation shall be deemed to be cause beyond SCE's control.

Contract Revision. If Applicant does not commence installation of any facilities which are Applicant's responsibility or SCE is prevented from commencing the installation of the facilities for causes beyond its reasonable control within one year from the effective date of this Contract, SCE may, in its discretion, revise its cost estimate and recalculate the refundable and/or non-refundable amounts set forth herein. SCE will notify Applicant of such increased costs and give the option to either terminate this Contract or pay SCE the additional charges.

See Section 3.8 above for criteria and associated dates regarding Mixed -Fuel New Construction currently in the development process.

3.11 Contract Termination

If at any time during the term of this Contract, SCE is not the sole deliverer of electrical requirements for the Project, this Contract may be terminated. Upon termination of the Contract, Applicant agrees to forfeit that portion of the advance paid to SCE for its expenses covering any engineering, surveying, right of way acquisition and other associated work incurred by SCE. If such expenses are greater or less than the refundable and/or non- refundable advance, Applicant shall pay to SCE, or SCE shall refund the balance to Applicant, without interest, as the case may be.

3.12 Indemnification

Applicant shall, at its own cost, defend, indemnify, and hold harmless SCE, its officers, agents, employees, assigns, and successors in interest from and against any and all liability, damages, losses, claims, demands, actions, causes of action, costs including attorney's fees and expenses, or any of them, resulting from the death or injury to any person or damages to any property caused by Applicant or its contractor and employees, officers or agents of either Applicant or its contractor, or any of them, and arising out of the performance or nonperformance of their obligations under this Contract.

3.13 Assignment of Contract

Applicant may assign this Contract, in whole or in part, only if SCE consents in writing and the party to whom the Contract is assigned agrees in writing, to perform the obligations of Applicant hereunder. Assignment of the Contract shall not release Applicant from any of the obligations under this Contract unless otherwise provided therein.

Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE Item Title: 10.14
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Form No. 16-330 6
Rev. 01/2024

3.14 Joint and Several Liability
Where two or more individuals or entities are joint Applicants under this Contract, all Applicants shall be jointly and severally liable to comply with all terms and conditions herein.

3.15 Warranty
Applicant warrants that all work and/or equipment furnished or installed by Applicant or its contractor shall be free of defects in workmanship and material. The warranty period shall begin from the date of final acceptance by SCE and extend for one (1) year. Should the work develop defects during that period, SCE, at its election, shall either (a) repair or replace the defective work and/or equipment, or (b) demand that Applicant repair or replace the defective work and/or equipment and, in either event, Applicant shall be liable for all costs associated with such repair and/or replacement. Applicant upon demand by SCE, shall promptly correct, to SCE's satisfaction and that of any governmental agency having jurisdiction, any breach of any warranty.

3.16 Contract Effective Date
This Contract shall not be effective unless it is (1) signed by SCE’s authorized individual, (2) executed and delivered by Applicant to SCE together with payment required hereunder within ninety (90) days of the date in Paragraph 1 of this Contract and (3) accepted by SCE. This Contract shall then be effective on the date executed by SCE and shall take effect without further notice to Applicant.

3.17 Commission Jurisdiction
This Contract is subject to the applicable provisions of SCE's tariffs, including Rule 15, filed and authorized by the California Public Utilities Commission.

This Contract shall, at all times, be subject to such changes or modifications by the Public Utilities Commission of the State of California, as said Commission may, from time to time, direct in the exercise of its jurisdiction.

3.18 Completion Date
The completion date requested by Applicant is .

4. S

IGNATURE CLAUSE
The signatories hereto represent that they have been appropriately authorized to enter into this Contract on behalf of the party for whom they sign.

APPLICANT(S)
C
ORPORATION, PARTNERSHIP, OR DBA:

N
AME OF AUTHORIZED INDIVIDUAL:

SI
GNATURE:

Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE Armando G. Villa
City of Menifee
Item Title: 10.14
Agreement

with

Southern

California

Edison

for

the

Holland

Road/I-215

Overcrossing

Traffic

Signal

Service

Line

Extension
Construction Services
Item Page Number: 14

Menifee Mayor and City Council
September 18, 2024
Page
335 of 556

Form No. 16-330 7
Rev. 01/2024
TITLE:

MAILING ADDRESS:

TELEPHONE:

ATTEST
NAME OF AUTHORIZED INDIVIDUAL:

SIGNATURE:

TITLE:

APPROVED AS TO FORM:

NAME OF AUTHORIZED INDIVIDUAL:

SIGNATURE:

TITLE:

APPORTIONMENT OF ADVANCE AMONG JOINT APPLICANTS:

UTHERN CALIFORNIA EDISON COMPANY
NAM
E OF AUTHORIZED INDIVIDUAL:

SIG
NATURE:

TITLE:

DAT
E EXECUTED:

PR
ODUCT NO. 2180442
Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE City Manager
(951) 672-6777
29844 Haun Road, Menifee, CA 92586
Acting City Clerk
Stephanie Roseen
Jeffrey T. Melching
City Attorney
Item Title: 10.14
Agreement

with

Southern

California

Edison

for

the

Holland

Road/I-215

Overcrossing

Traffic

Signal

Service

Line

Extension
Construction Services
Item Page Number: 15

Menifee Mayor and City Council
September 18, 2024
Page
336 of 556

Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE Item Title: 10.14
Agreement

with

Southern

California

Edison

for

the

Holland

Road/I-215

Overcrossing

Traffic

Signal

Service

Line

Extension
Construction Services
Item Page Number: 16

Menifee Mayor and City Council
September 18, 2024
Page
337 of 556

Docusign Envelope ID: D594C0D3-7884-4D49-9DBA-781D9A0C9BBE Item Title: 10.14
Agreement

with

Southern

California

Edison

for

the

Holland

Road/I-215

Overcrossing

Traffic

Signal

Service

Line

Extension
Construction Services
Item Page Number: 17

Menifee Mayor and City Council
September 18, 2024
Page
338 of 556

CITY OF MENIFEE
SUBJECT: Termination of Existing Cooperative Agreement and Execution of Revised Cooperative Agreement with the
California Department of Transportation for the Garbani Road / I-215 Interchange Project
MEETING DATE: September 18, 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. Authorize the City Manager to execute a Cooperative Agreement Termination Statement with the California Department of Transportation (“Caltrans”) to terminate the existing Cooperative Agreement for the Project Approval and Environmental Document (PA&ED), Plans, Specifications, and Estimate (PS&E), and Right of Way (ROW) phases for the Garbani Road / Interstate 215 Interchange, Capital Improvement Program (CIP) Project No. 20-05 (“Project”); and

2. Approve as to form and authorize the City Manager to execute the necessary documents, including but not limited to a revised Cooperative Agreement, with Caltrans for the PA&ED, PS&E, and ROW phases of work for the Project.

DISCUSSION
Garbani Road is currently a two-lane east-west roadway that intersects with Antelope Road on the east side and Haun Road on the west side of the Interstate 215 (I-215) freeway but does not continue across the freeway or provide freeway access. Because the I-215 bisects the City, traveling between the east and west sides of the City currently requires that motorist’s detour approximately one to two miles to reach one of three existing I-215 interchanges located at McCall Boulevard, Newport Road, and Scott Road. Heavy traffic congestion regularly occurs at these existing interchanges and future traffic volumes are expected to exceed the current capacity of the existing interchanges. Due to the current traffic volumes, as well as the absence of east/west connectivity at Garbani Road, the Garbani Road/I-215 Interchange, CIP Project No. 20-05 (“Project”) was identified as a priority infrastructure need to support current and expanding development in the area.

Item Title: 10.15
Termination

Existing

Cooperative

Agreement

and

Execution

Revised

Cooperative

Agreement

with

the

California
Department of Transportation for the Garbani Road / I-215 Interchange Project Item Page Number: 1

Menifee Mayor and City Council
September 18, 2024
Page
339 of 556

City of Menifee Staff Report
CIP 20-05 Caltrans Cooperative Agreement
September 18, 2024

Page 2 of 2 ends

Menifee City CouncilSeptember 18, 2024

Menifee City Council
September 18, 2024