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between city leaders and citizens. This provides city leaders with valuable information to guide discussions and decision-making around infrastructure, land use plans, special area districts, and highlight the value of current Menifee businesses.
Staff is recommending moving forward with engaging Urban3, LLC for the land use financial analysis services included within the proposed agreement based on the firm’s robust and extensive experience providing such services, combined with the proprietary data set used to develop such analysis and long-term benefit of having such analysis completed. Staff did canvass other prospective consulting firms that could potentially provide similar analysis, but in review of overall approach, experience, and foundational data used to develop a land use financial analysis, Urban3, LLC’s qualifications position the firm as the leader in municipal economic analysis through geospatial modeling. The firm has worked with over 170 cities providing similar services.
Pursuant to Menifee Municipal Code Section 3.12.080, professional service agreements are exempt for the bidding process and may be awarded by the City Council based on the demonstrated professional qualifications necessary for the performance of the services required.
City Council approval is required for all professional services agreements in an amount greater than $25,000.
STRATEGIC PLAN OBJECTIVE
Thriving Economy: The results of this analysis would empower staff and leadership to guide smart growth within the City of Menifee, ultimately supporting a thriving economy.
FISCAL IMPACT
The current fiscal impact for this item is $71,250. Funding for the proposed agreement is available within the approved Fiscal Year 2024/2025 budget within the General Fund for one-time consulting services (1100-ECD-652855).
ATTACHMENTS
1. Agreement with Urban3, LLC
Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 2
Menifee Mayor and City Council
November 6, 2024
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CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
LAND USE FINANCIAL ANALYSIS 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 URBAN3, LLC, a Limited Liability Company (LLC) (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the “Services”). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on November 18, 2024 and shall end on December 31, 2025 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.
1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 3
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November 6, 2024
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1.6 Warranty. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the Services, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Services.
1.7 Covid-19 Safety. If Consultant enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all applicable emergency orders, directives, protocols, and best practices related to the COVID-19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed Seventy One Thousand Two Hundred Fifty Dollars and Zero Cents ($71,250.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein.
The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.
Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 4
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November 6, 2024
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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.
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.
Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 5
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November 6, 2024
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SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certificates of insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.
The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other insureds. Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant’s indemnification liabilities as provided in Section 5.
4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.
Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 6
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November 6, 2024
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4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
4.3 Professional Liability Insurance.
a. General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.
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.
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.
Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 7
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November 6, 2024
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(ii) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. (iii) If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage.
(iv) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.
4.4 All Policies Requirements.
a. Acceptability of Insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of Coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference: LAND USE FINANCIAL ANALYSIS 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.
d. Additional Insured; Primary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 8
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November 6, 2024
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to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.
A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
e. Deductibles and Self-Insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.
During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.
Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 9
Menifee Mayor and City Council
November 6, 2024
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SECTION 5. INDEMNIFICATION.
5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.
5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.
5.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 5 to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection 5.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.
5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.
SECTION 6. INDEPENDENT CONTRACTOR.
At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement.
Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 10
Menifee Mayor and City Council
November 6, 2024
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The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 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 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.
Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 11
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November 6, 2024
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b. Labor Code of California. The Consultant’s attention is directed to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Consultant shall post a copy of the prevailing rate of per diem wages at each job site. (ii) Consultant is aware of and will comply with the provisions of Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to Labor Code Section 1771.4, Consultant must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.
(iii) Pursuant to Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (v) Pursuant to Labor Code Section 1813, it is stipulated hereby that Consultant shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.
(vi) Consultant is aware of and will comply with the provisions of Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices. Pursuant to Section 1777.5 it is hereby stipulated that Consultant will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Consultant in connection with this Agreement.
(vii) Pursuant to Labor Code Section 1775, it is hereby stipulated that Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Consultant or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations.
Item Title: 10.15
Agreement with Urban3, LLC for a Land Use Financial Analysis Item Page Number: 12
Menifee Mayor and City Council
November 6, 2024
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d. DIR Monitoring. Pursuant to Labor Code Section 1771.4, Consultant is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages. Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
7.4 Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, and perform the Services. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.
7.5 Conflicts of Interest, Political Reform Act. Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
7.6 Annual Appropriation of Funding. In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Consultant acknowledges and agrees that to the Item Title: 10.15
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extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.
8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.
8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.
8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.
8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement.
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8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services described in Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.
9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
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9.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.
9.4 Inspection and Audit of Records. Any records or documents that Subsection 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.
SECTION 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Subsection shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Applicable Law, Venue. The laws of the State of California shall govern this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.
10.3 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 Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing Item Title: 10.15
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and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.
10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Henry Walker (“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, Kristina Hernandez, Industry Marketing & Outreach (“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:
URBAN3, LLC
Attn: Henry Walker
17 Cherry St. N.
Ashville, NC 28801
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Kristina Hernandez, Industry Marketing & Outreach with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
10.10 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,” as in the following example.
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__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.
10.11 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.
10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Item Title: 10.15
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Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.
10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page]
Item Title: 10.15
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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
TBD
TBD
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
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EXHIBIT A.
EXHIBIT A
SCOPE OF SERVICES
Services shall include LAND USE FINANCIAL ANALYSIS SERVICES in the amount not to exceed Seventy One Thousand Two Hundred Fifty Dollars and Zero Cents ($71,250.00) as further detailed in the following page(s).
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CITY OF MENIFEE
SUBJECT: Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside
MEETING DATE: November 6, 2024
TO: Mayor and City Council
PREPARED BY: Kristen Jensen, Financial Analyst
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ACTION
1. Approve an Agreement for Traffic Signal and Safety Lighting Inspection Services with the County of Riverside, effective July 1, 2024, through June 30, 2030, for the provision of inspection and maintenance on city-wide traffic signal and lighted crossing facilities; and
2. Authorize the Finance Department to issue purchase orders for services provided by the County of Riverside until such time as a new agreement is finalized, and as needed upon finalization of the agreement.
DISCUSSION
Upon the City’s incorporation in October 2008, traffic signals that were formerly owned and maintained by the County of Riverside (“County”) were transferred to City ownership. This shift in ownership also meant a shift in maintenance responsibility and required that the City establish a contract for ongoing inspection of traffic signals to ensure proper operation and timely emergency repair. Due to the County’s familiarity with the existing traffic signal system, the City contracted with the County to provide the required traffic signal inspection and maintenance services (“Services”). The Services, administered by the County’s Transportation and Land Management Agency (TLMA), continue to be a critical element in effective preventative maintenance for existing signals and assist to ensure compliance with design and construction standards during the installation of public and private traffic signal projects.
Over the course of the last 15 years, several agreements have been established with TMLA for the ongoing Services. The Services have continuously been provided by TLMA for both the original traffic signals transferred to the City, as well as all new signals constructed within the City since incorporation. As new traffic signals are added to the City’s inventory, they are also added to the inventory included to receive regular Services provided by TLMA. There are currently Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 1
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City of Menifee Staff Report
TLMA Traffic Signal Services
November 6, 2024
2 3
3 1
approximately 100 signalized intersections within the City. The most recent agreement with TLMA was established in Fiscal Year 2018/2019 with a term of July 1, 2018, through June 30, 2023. While the term of this agreement has lapsed, TLMA has continued to provide the Services to the City within the agreement parameters previously established.
Development of a renewal agreement was initially delayed due to shifts in the organizational structure of TLMA and resulting shifts in TLMA staff responsibilities. The City has now received the attached proposed Agreement for Traffic Signal and Safety Lighting Inspection Services (“Agreement”) from the County for consideration. The Agreement remains substantially the same as previous agreements with only the following changes noted:
•Term of Agreement: July 1, 2024, through June 30, 2030, with extension option. •Notice of termination of agreement extended from 60 to 90 days. •Services in Attachment A updated to accurately reflect both development and capital improvement projects.
If approved by City Council, final approval of the Agreement by the County is expected to be completed over the next few months. In the interim, it is critical that the City be able to continue receiving the Services, and subsequently continue to process invoices for the Services, while the Agreement is being completed. In the interim period, staff is requesting authorization for the Finance Department to issue purchase orders for the Services based on time and material billings and contingent on budget availability.
STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility
FISCAL IMPACT
Traffic signal inspection and maintenance services are supported through capital improvement project budgets, developer deposits prior to City acceptance, and previously approved Fiscal Year 2024/2025 operating budgets in various special district funds and under Traffic Signal Maintenance in the Gas Tax Fund (2200-PWD-ENGR-652621).
The average annual cost of the Services is approximately $300,000 which includes regularly scheduled inspections, emergency repair work, and back up battery replacement when necessary. Services are to be charged at actual costs on a time and material basis and individual purchase orders would be issued against the appropriate funding source as work is completed.
There is no additional fiscal impact associated with the recommended action.
ATTACHMENTS
1. Agreement
Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 2
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AGREEMENT
FOR TRAFFIC SIGNAL AND SAFETY LIGHTING INSPECTION
BETWEEN THE COUNTY OF RIVERSIDE
AND THE CITY OF MENIFEE
This Agreement for Traffic Signal and Safety Lighting Inspection (hereinafter “Agreement”) is entered into this _____ day of _______________, 2024 by and between the County of Riverside, a political subdivision of the State of California, (hereinafter “COUNTY”) and the City of Menifee, a municipal corporation, (hereinafter “CITY”).
RECITALS
A. CITY desires that the COUNTY, by and through its Transportation Department, provide, upon request, certain inspection services for CITY . Services by other COUNTY departments and/or agencies are not the subject of this Agreement.
B. COUNTY and CITY desire to define the scope of the inspection services to be provided and the terms and conditions pursuant to which COUNTY will provide the inspection services.
AGREEMENT
NOW THEREFORE, the parties hereto mutually agree as follows:
SECTION 1 - RECITALS INCORPORATED
The foregoing recitals are incorporated herein and made a part of this Agreement by this reference.
SECTION 2 - ADMINISTRATION
The Director of Transportation, or his designee, shall administer this Agreement on behalf of Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 3
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COUNTY ( hereinafter “COUNTY’S Contract Administrator ”). The CITY manager, or his designee, shall administer this Agreement on behalf of CITY (hereinafter “CITY’S Contract Administrator”).
SECTION 3 - SCOPE OF SERVICES
Upon CITY’S request and COUNTY’S approval as set forth herein, COUNTY will provide inspection services as described in Attachment A to this Agreement. COUNTY inspection services shall be provided in compliance with all CITY codes, ordinances, re solutions, regulations and policies (hereinafter “City Codes”). COUNTY shall work directly with CITY and its staff in providing the inspection services. COUNTY staff shall consult with CITY staff if CITY staff requests such consultation. COUNTY shall no t be required to, and shall not, respond to any person or entity other than CITY concerning the inspection services it provides. CITY shall be responsible for responding to all such persons or entities as set forth herein.
SECTION 4 - REQUESTS FOR SERVICES
CITY may request inspection services for a single project or program or a group or class of projects or programs. CITY shall make all requests for inspection services in writing and CITY’S Contract Administrator , or his designee, shall send such requests to COUNTY’S Contract Administrator , or his designee . Before requesting inspection services , CITY’S Contract Administrator may ask COUNTY’S Contract Administrator for a written estimate of the cost of the inspection services and any established procedure COUNTY may have for providing the inspection services (hereinafter “Service Delivery Procedure”).
SECTION 5 - APPROVAL OF REQUESTS
If COUNTY agrees to provide the inspection s ervices requested, COUNTY’S Contract Administrator shall notify CITY’S Contract Administrator in writing. The written notification to Item Title: 10.16
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CITY shall include the Service Delivery Procedure , if necessary or requested by CITY.
Inspection s ervices shall be provided in ac cordance with the Service Delivery Procedure unless the parties mutually agree to a different procedure. Except as provided in Section 6 of this Agreement, COUNTY shall not provide inspection services if the request for such inspection services is not made and approved in the manner described above.
SECTION 6 – DANGEROUS CONDITION EXCEPTION
Notwithstanding the provisions of Section s 4 and 5 of this Agreement, COUNTY is hereby authorized to immediately remedy an y dangerous condition it encounters in the cou rse of providing inspection services, and CITY hereby agrees to pay the reasonable costs incurred by COUNTY for such remediation. For purposes of this Agreement, a dangerous condition shall be any condition that may result in imminent personal injury or p roperty damage. If COUNTY encounters a dangerous condition, COUNTY shall notify CITY’S Contract Administrator as soon as practical.
SECTION 7 - PERTINENT INFORMATION
Once a request for inspection services has been made and approved in the manner described in Sections 4 and 5 of this Agreement, CITY’S Contract Administrator shall transmit to COUNTY’S Contract Administrator all pertinent information concerning the project or program or group or class of projects or programs.
SECTION 8 - PERSONNEL
In providing the inspection services described in this Agreement, COUNTY and its staff shall be considered independent contractors and shall not be considered CITY employees for any purpose, including but not limited to retirement, health care or any other benefits which may otherwise accrue to CITY employees. COUNTY expressly waives any claim COUNTY may have to any such rights. COUNTY staff shall at all times be under COUNTY’S exclusive Item Title: 10.16
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direction and control and shall be located at COUNTY faci lities. Neither CITY, its officials, officers, employees, nor agents, shall have control over the conduct of COUNTY or any of COUNTY’S officials, officers, employees, or agents except as set forth in this Agreement .
COUNTY shall have no authority to bind CITY in any manner, or to incur any obligation, debt, or liability of any kind on behalf of or against CITY, whether by contract or otherwise, unless such authority is expressly conferred by this Agreement. COUNTY shall not at any time or in any manner represent that COUNTY or any of COUNTY’S officials, officers, employees , or agents are in any manner officials, officers, employees , or agents of CITY. COUNTY shall pay all wages, salaries , and other amounts due its personnel in connection with their provision of the inspection services hereunder as required by law.
SECTION 9 - VEHICLES
COUNTY shall provide all vehicles and equipment necessary to provide inspection services requested by CITY.
SECTION 10 - COST OF SERVICES
CITY shall pay COUNTY for all such inspection services, including staff-to-staff consultations, at the hourly rates set forth in Attachment B to this Agreement. CITY shall pay COUNTY for each hour of inspection services it provides, or each fraction of a n hour billed at 1/10 th increments, including any required travel time. Work done by the COUNTY after regular working hours, such as responding to emergency calls, shall be paid at 1.5 times the hourly labor rate component as shown in Attachment B. COUNTY hourly rates are subject to change at the start of each new Fiscal Year. COUNTY’s Contract Administrator and CITY’s Contract Administrator are hereby authorized to amend Attachment B, in writing, to revise the hourly rates.
SECTION 11 - BILLING
Item Title: 10.16
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COUNTY’S Contract Administrator shall submit to CITY’S Contract Administrator a monthly invoice which shall include an itemized accounting of all inspection services performed and the cost thereof.
SECTION 12 - PAYMENTS
CITY shall pay each monthly invoice within thirty (30 ) days of the date CITY’S Contract Administrator receives the invoice . CITY may dispute any monthly invoice by submitting a written description of the dispute to COUNTY’S Contract Administrator within ten (10) days of the date CITY’S Contract Administrator received the invoice. CITY may defer the payment of the portion of the invoice in dispute until such time as the dispute is resolved; however, all portions of the invoice not in dispute must be paid within the thi rty (30) day period set forth herein.
SECTION 13 – RECORD MAINTENANCE
COUNTY shall maintain all documents and records relating to the inspection s ervices provided pursuant to this Agreement, including, but not limited to, any and all ledgers, books of acc ount, invoices, vouchers, canceled checks, and other expenditure or disbursement documents. Such documents and records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the inspection services provided by COUNTY pursuant to this Agreement. Such documents and records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relat ing to public agency audits and expenditures.
SECTION 14 – RECORD INSPECTION
All documents and records required to be maintained pursuant to Section 1 3 of this Agreement shall be made available for inspection, audit and copying, at any time during Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 7
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regular business hours, upon the request of CITY’S Contract Administrator. Copies of such documents or records shall be provided directly to CITY’S Contract Administrator for inspection, audit and copying when it is practical to do so; otherwise, such documents and records shall be made available at COUNTY’S address specified in Section 1 8 of this Agreement.
SECTION 15 - DUTY TO INFORM AND RESPOND
CITY’S Contract Administrator shall promptly address with COUNTY’S Contract Administrator, as CITY deems a ppropriate, all complaints and correspondence that CITY receives concerning COUNTY’S inspection services. CITY’S Contract Administrator shall also provide all information concerning dangerous conditions that CITY’S Contract Administrator either knows or sh ould know exist. COUNTY’S Contract Administrator shall promptly transmit to CITY’S Contract Administrator all inquiries, complaints, and correspondence that COUNTY receives in the course of providing inspection services. CITY shall be responsible for responding to all such inquiries, complaints, and correspondence.
SECTION 16 – STANDARD OF PERFORMANCE
COUNTY represents and warrants that it has the qualifications, experience , and facilities necessary to properly perform the inspection services described in this Agreement and that it will perform such inspection services competently. In meeting its obligations under this Agreement, COUNTY shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing the same inspection services to those required of COUNTY under this Agreement.
SECTION 17 – PERMITS AND LICENSES
COUNTY shall obtain any and all permits, licenses, and authorizations necessary to perform the inspection services described in this Agreement. Neither CITY, not its officials, officers, Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 8
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employees, or agents shall be liable, at law or in equity, as a resul t of COUNTY’S failure to comply with this section.
SECTION 18 - NOTICES
Any notices required or permitted to be sent to either party shall be deemed given when personally delivered to the individuals identified below or when addressed as follows and deposited in the U.S. Mail, postage prepaid:
County of Riverside
Transportation Department
P.O. Box 1090
Riverside, CA 92502-1090
Attention: Dennis Acuna
Transportation Director
City of Menifee
Public Works Department
29844 Haun Road
Menifee, CA 92586
Attention: Nick Fidler
Public Works Director
SECTION 19 - OWNERSHIP OF DATA
Ownership and title to all reports, documents, plans, specifications, and estimates produced or compiled pursuant to this Agreement shall automatically be vested in CITY and become the property of CITY. CITY reserves the right to authorize others to use or reproduce such materials and COUNTY shall not circulate such materials, in whole or in part, or release such materials to any person or entity other than CITY without the authorization of CITY’S Contract Administrator.
SECTION 20 - CONFIDENTIALITY
COUNTY shall observe all Federal and State regulations concerning the confidentiality of records.
Item Title: 10.16
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SECTION 21 - INDEMNIFICATION
Indemnification by COUNTY. Except as provided below in the paragraph entitled “Special Circumstances”, COUNTY shall indemnify, defend and hold harmless CITY, its officials, officers, employees, and agents from a ll claims and liability f or loss, damage, or injury to property or persons, in cluding wrongful death, based on COUNTY’S negligent acts, omissions or willful misconduct arising out of or in connection with the performance of inspection services under this Agreement including, without limitation , the payment of attorney’s fees.
Indemnification by CITY . CITY shall indemnify, defend and hold harmless COUNTY, its officials, officers, employees , and agents from a ll claims and liability f or loss, damage, or injury to property or persons, including wrongful death, based on CITY’S negligent acts, omissions or willful misconduct arising out of or in connection with the performance of inspection services under this Agreement including, without limitation , the payment of attorney’s fees.
Special Circumstances. Notwithstanding the above, COUNTY shall not indemnify, defend and hold harmless CITY, its officials, officers, employees and agents, and CITY shall indemnify, defend, and hold harmless COUNTY, its officials, officers, employees and agents, from all claims and liability resulting from any of the following:
1. The invalidity of CITY’S codes, ordinances, or regulations.
2. How CITY decides to maintain, or prioritize the maintenance of, CITY facilities, including, but not limited to, streets and sidewalks.
3. The design of CITY facilities, including, but not limited to, streets and sidewalks.
4. CITY’S failure to provide pertinent information and inform as provided in Sections 7 and 15 of this Agreement.
Notification and Cooperation. The parties mutually agree to notify each other through their Item Title: 10.16
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respective contract administrators if they are served with any claims, summons, complaint, discovery request or court order (hereinafter “ Litigation Documents”) concerning this Agreement and the inspection services provided hereunder. The parties also mutually agree to cooperate with each other in any third -party legal action concerning this Agreement and the inspection services provided hereunder. Such cooperation shall include each party giving the other an opportunity to review any proposed responses to Litigation Documents. This right of review does not, however, give either party the right to control, direct or rewrite the proposed responses of the other party.
SECTION 22 - INSURANCE
The parties agree to maintain the types of insurance and liability limits that are expected for entities of their size and diversity. The types of insurance maintained and the limits of liability for each insurance type shall not limit the indemnification provided by each party to the other.
SECTION 23 – ASSIGNMENT
The expertise and experience of COUNTY are material considerations for this Agreement.
CITY has an interest in the qualifications and capabilities of the persons and entities that COUNTY will use to fulfill its obligations under this Agreement. In recognition of that interest, COUNTY shall not assign or transfer this Agreement, in whole or in part, or the performance of any of COUNTY’S obligations under this Agreement without prior written consent of the CITY’S Contract Administrator. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling CITY to any and all remedies at law or in equity, including summary termination of this Agreement. CITY acknowledges, however, that COUNTY, in the pe rformance of its duties under this Agreement, may utilize subcontractors and such use shall not be considered a violation of this provision.
Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 11
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SECTION 24 - IMMUNITIES
Nothing in this Agreement is intended to nor shall it impair the statutory limitations and /or immunities applicable or available to the parties under State laws and regulations.
SECTION 25 - MODIFICATIONS
This Agreement may be amended or modified only by mutual agreement of the parties. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement no t incorporated herein shall be binding on any of the parties hereto.
SECTION 26 - WAIVER
Any waiver by a party of any breach of one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term hereof. Failure on the part of either party to require exact, full and complete compliance with any terms of this Agreement shall not be construed as changing in any manner the terms hereof or estopping that party from enforcing the terms hereof.
SECTION 27 - SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
SECTION 28 - TERM
This Agreement shall be effective as of July 1, 2024 and shall remain in effect until June 30, 2030. This Agreement may be terminated by either party upon ninety (90) days written notice to the other party. This Agreement may be extended for an agreed upon term, starting June 30, 2030 if the parties, through their respective governing bodies, mutually agree to the Item Title: 10.16
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extension in writing and mutually agree on the hourly rate s to be charged for inspection services.
SECTION 29 - ATTORNEYS’ FEES
Should either party institute any arbitration, action, proceeding, suite or similar proceeding to enforce or interpret this Agreement or any provision hereof, for damages by reason of any alleged breach of this Agreement or any provision hereof, or for a declaration of rights hereunder, the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and reasonable attorneys’ fees incurred by the prevailing party in connection with such action or proceeding.
SECTION 30 - ENTIRE AGREEMENT
This Agreement is intended by the parties as a final expression of their understanding with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements and understandings, written or oral.
[Intentionally Left Blank; Signature Page Follows]
Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 13
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IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed this day and year first written above.
APPROVALS
COUNTY Approvals CITY Approvals
APPROVED AS TO FORM: APPROVED AS TO FORM:
COUNTY COUNSEL
___________________________________ _____________________________ Deputy County Counsel Jeffrey T. Melching, City Attorney
APPROVED BY BOARD OF SUPERVISORS: APPROVED BY CITY COUNCIL:
_____________________________________ ______________________________ Chuck Washington, Chair Bill Zimmerman, Mayor Riverside County Board of Supervisors City of Menifee
Dated: _________________________ Dated: _______________________
ATTEST: ATTEST:
CLERK OF THE BOARD CITY CLERK:
By: _________________________________ By: __________________________ Deputy Stephanie Roseen, Acting City Clerk (SEAL)
Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 14
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ATTACHMENT A
Transportation Department Services
Upon request and approval as set forth in this Agreement, the Transportation Department will provide inspection services for new development and capital improvement projects, including, but not limited to, the following:
1. New traffic signals
2. Modified traffic signals
3. New lights or flashers
Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 15
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ATTACHMENT B
Hourly Rates for Inspection Services
[Attachment Begins on Following Page]
Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 16
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FY25 ICAP City Rates By Position
Prepared By: Francisco Herrera
Revised: 04/04/24
Effective date 7-1-2024
Descr Job Code DeptID Division City Rate
OFFICE ASSISTANT III 13866 31301 Transportation Department / Engineering $95.26 EXECUTIVE ASSISTANT I 14005 31301 Transportation Department / Engineering $112.46 EXECUTIVE ASSISTANT II 14006 31301 Transportation Department / Engineering $127.60 LANDSCAPE PLANS EXAMINER I 33206 31301 Transportation Department / Engineering $191.54 LANDSCAPE PLANS EXAMINER II 33207 31301 Transportation Department / Engineering $202.02 ENV COMPLIANCE INSPECTOR II 33225 31301 Transportation Department / Engineering $159.27 AGENCY PROGRAM ADMINISTRATOR 73999 31301 Transportation Department / Engineering $201.14 ADMIN SVCS ANALYST II 74106 31301 Transportation Department / Engineering $159.05 ADMIN SVCS OFFICER 74213 31301 Transportation Department / Engineering $203.21 PUBLIC INFORMATION SPECIALIST 74233 31301 Transportation Department / Engineering $176.83 CONTRACTS & GRANTS ANALYST 74293 31301 Transportation Department / Engineering $202.25 ENVIRONMENTAL PROJECT MANAGER 74810 31301 Transportation Department / Engineering $264.98 TRANSPORTATION DIVISION MGR -EC 74812 31301 Transportation Department / Engineering $304.19 ASSOC TRANSPORTATION PLANNER 74829 31301 Transportation Department / Engineering $212.61 SR TRANSPORTATION PLANNER 74831 31301 Transportation Department / Engineering $244.58 REAL PROPERTY AGENT II 74918 31301 Transportation Department / Engineering $136.40 SR REAL PROPERTY AGENT 74921 31301 Transportation Department / Engineering $178.45 SUPV REAL PROPERTY AGENT 74920 31301 Transportation Department / Engineering $196.67 ENGINEERING PROJECT MGR 76419 31301 Transportation Department / Engineering $287.12 JUNIOR ENGINEER 76420 31301 Transportation Department / Engineering $171.27 ASST ENGINEER 76421 31301 Transportation Department / Engineering $191.54 ASST CIVIL ENGINEER 76422 31301 Transportation Department / Engineering $202.02 ASSOC ENGINEER 76423 31301 Transportation Department / Engineering $213.02 ASSOC CIVIL ENGINEER 76424 31301 Transportation Department / Engineering $229.77 SR CIVIL ENGINEER 76425 31301 Transportation Department / Engineering $256.65 ENGINEERING DIVISION MANAGER 76452 31301 Transportation Department / Engineering $304.19 GIS SENIOR ANALYST 77106 31301 Transportation Department / Engineering $204.72 SR ACCOUNTANT 77413 31301 Transportation Department / Engineering $170.68 SR ADMINISTRATIVE SVCS ANALYST 77623 31301 Transportation Department / Engineering $165.43 PRINCIPAL CONST INSPECTOR 97413 31301 Transportation Department / Engineering $220.38 ENGINEERING AIDE 97421 31301 Transportation Department / Engineering $107.65 ENGINEERING TECH I 97431 31301 Transportation Department / Engineering $140.27 ENGINEERING TECH II 97432 31301 Transportation Department / Engineering $155.94 SR ENG TECH 97433 31301 Transportation Department / Engineering $180.70 PRINCIPAL ENG TECH 97434 31301 Transportation Department / Engineering $227.76 TECHNICAL ENGINEERING UNIT SPV 97435 31301 Transportation Department / Engineering $240.34 OFFICE ASSISTANT III 13866 31301 Transportation Department/ Highway Operations $95.26 EXECUTIVE SECRETARY 13929 31301 Transportation Department/ Highway Operations $141.36 EXECUTIVE ASSISTANT I 14005 31301 Transportation Department/ Highway Operations $112.46 TRANSPORTATION WAREHSE WKR II 15822 31301 Transportation Department/ Highway Operations $124.24 TRANSPORTATION WAREHSE WKR I 15823 31301 Transportation Department/ Highway Operations $101.01 COOK 54431 31301 Transportation Department/ Highway Operations $88.94 LABORER 62202 31301 Transportation Department/ Highway Operations $93.55 BRIDGE CREW WORKER 66501 31301 Transportation Department/ Highway Operations $132.00 CREW LEAD WORKER 66502 31301 Transportation Department/ Highway Operations $134.23 LEAD BRIDGE CREW WORKER 66504 31301 Transportation Department/ Highway Operations $146.82 DISTRICT ROAD MAINTENANCE SUPV 66509 31301 Transportation Department/ Highway Operations $200.46 EQUIPMENT OPERATOR I 66511 31301 Transportation Department/ Highway Operations $131.62 Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 17
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Descr Job Code DeptID Division City Rate
EQUIPMENT OPERATOR II 66512 31301 Transportation Department/ Highway Operations $141.79 SR EQUIPMENT OPERATOR 66513 31301 Transportation Department/ Highway Operations $152.45 TRUCK & TRAILER DRIVER 66516 31301 Transportation Department/ Highway Operations $138.22 HIGHWAY MAINT SUPERINTENDENT 66524 31301 Transportation Department/ Highway Operations $231.61 HIGHWAY OPS SUPERINTENDENT 66526 31301 Transportation Department/ Highway Operations $271.56 MAINTENANCE & CONST WRKR 66529 31301 Transportation Department/ Highway Operations $113.71 ASST DISTRICT ROAD MAINT SUPV 66561 31301 Transportation Department/ Highway Operations $185.61 SIGN MAKER 66580 31301 Transportation Department/ Highway Operations $133.01 TRAFFIC CONTROL PAINTER 66581 31301 Transportation Department/ Highway Operations $129.55 LEAD TRAFFIC CONTROL PAINTER 66582 31301 Transportation Department/ Highway Operations $139.53 TREE TRIMMER 66591 31301 Transportation Department/ Highway Operations $120.78 LEAD TREE TRIMMER 66592 31301 Transportation Department/ Highway Operations $143.12 TRAFFIC SIGNAL TECH 97381 31301 Transportation Department/ Highway Operations $178.12 SR TRAFFIC SIGNAL TECHNICIAN 97382 31301 Transportation Department/ Highway Operations $191.93 TRAFFIC SIGNAL SUPERVISOR 97383 31301 Transportation Department/ Highway Operations $215.88 ASST TRAFFIC SIGNAL SUPV 97384 31301 Transportation Department/ Highway Operations $204.47 ENGINEERING TECH II 97432 31301 Transportation Department/ Highway Operations $155.94 PRINCIPAL ENG TECH 97434 31301 Transportation Department/ Highway Operations $227.76 TECHNICAL ENGINEERING UNIT SPV 97435 31301 Transportation Department/ Highway Operations $240.34
Item Title: 10.16
Agreement for City-wide Traffic Signal and Safety Lighting Inspection Services with the County of Riverside Item Page Number: 18
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with Harris and Associates, Inc. for Professional On-Call Services for Civil Engineering and Plan Check
MEETING DATE: November 6, 2024
TO: Mayor and City Council
PREPARED BY: Kristen Jensen, Financial Analyst
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. 1 to the Master Agreement with Harris and Associates, Inc., for Civil Engineering and Plan Check Services, increasing the compensation by $75,000, for a three-year total agreement amount not-to- exceed $225,000.
DISCUSSION
The Public Works Land Development Engineering Division (“Engineering”) is responsible for processing and approving developer submittals for private residential, commercial, and industrial developments. Processing of submittals often requires that multiple plan checks and field inspections be performed to comprehensively review all aspects of a project’s proposed onsite and offsite improvements and engineering studies.
On August 17, 2022, the City Council approved a shortlist of qualified firms to provide various categories of on-call professional services to Engineering. Harris and Associates Inc. (Harris) is one of the shortlist firms designated to provide civil engineering and plan review services for Engineering. On December 6, 2023, the City Council approved a Master Agreement for Professional On-Call Services for Civil Engineering and Plan Check (“Agreement”) with Harris.
The Agreement was established for a three-year contract term from July 1, 2023, through June 30, 2026, and for a total agreement not-to-exceed amount of $150,000.
Engineering continues to receive a high volume of land development plan check and project review requests. Harris has consistently been responsive in providing additional civil engineering assistance required to maintain workflow responsiveness and provides support in continuing to move entitled projects through the review process in a timely manner. Given the high demand for Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 1
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November 6, 2024
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City of Menifee Staff Report
Harris & Associates MA Amendment No. 1
November 6, 2024
2 3
8 3
development services, the not-to-exceed amount of the Agreement with Harris is expected to be exhausted by December 2024.
The proposed Amendment No. 1 (“Amendment”) would increase the Agreement by $75,000, to a total not-to-exceed limit of $225,000 through June 2026. If approved, the Amendment would provide staff the opportunity to maintain continuity on development projects that are already being supported by Harris’ services and would create additional capacity for on-call services to support staff efforts in meeting developer expectations for project reviews. All other terms of the Agreement would remain unchanged, as outlined in Table 1 below.
TABLE 1 – HARRIS’ MASTER AGREEMENT HISTORY
Date approved Amount Contract Term
Original PSA 12/06/2023 $150,000 6/30/2026
Amendment No. 1 PENDING $ 75,000 6/30/2026
Total $225,000
Pursuant to Menifee Municipal Code §3.12.090, amendments or change orders in the amount greater than 10% of the contract 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 Agreement with Harris is (not-to-exceed) $225,000. Funding for the proposed Amendment with Harris is available within the Fiscal Year 2024/2025 budget, under professional services for Public Works Land Development Engineering within the General Fund (1100-PWD-ENGR-652825).
It is important to note that civil engineering and plan check services are fully recoverable as they would be offset by developer fees and deposits collected for the services. City Council previously authorized the Finance Department to issue purchase orders against the Agreement. Purchase orders for these services would only be issued after confirmation of budget availability and only for amounts within the approved not-to-exceed Agreement compensation amounts. No additional budget appropriation actions would be required for approval of the proposed Amendment.
ATTACHMENTS
1. Amendment No. 1
2. Agreement
Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 2
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November 6, 2024
Page
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AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
ENGINEERING DEPARTMENT
(CIVIL ENGINEERING AND PLAN CHECK SERVICES)
AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
ENGINEERING DEPARTMENT
(CIVIL ENGINEERING AND PLAN CHECK SERVICES)
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on _December 6, 2023__ between the City of Menifee (“City”) and HARRIS & ASSOCIATES, INC (“Consultant”) for CIVIL ENGINEERING AND PLAN CHECK SERVICES which this Amendment No. 1 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. 1 shall have the meanings ascribed to them in the Agreement.
2.SECTION 3.1, “Not to Exceed Compensation” is amended to increase the maximum not to exceed compensation by Seventy Five Thousand Dollars and Zero Cents ($75,000.00), and is amended to read as follows:
3.1 Not to Exceed Compensation. Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “B” (“Rate Schedule”).
The compensation set forth in the Purchase Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed Two Hundred Twenty Five Thousand Dollars and Zero Cents ($225,000.00).
3. The initial paragraph of the original Exhibit A, to the Agreement is amended to read as follows:
Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 3
Menifee Mayor and City Council
November 6, 2024
Page
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AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
ENGINEERING DEPARTMENT
(CIVIL ENGINEERING AND PLAN CHECK SERVICES)
FORM OF PURCHASE ORDER
This form of Purchase Order is provided for an example only, and none of the fields set forth herein are guaranteed for any particular Services. The fields of each Purchase Order will vary based on the Services required. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed Two Hundred Twenty Five Thousand Dollars and Zero Cents ($225,000.00).
4. All other terms and conditions of the Agreement remain in full force and effect.
5. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 4
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November 6, 2024
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AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
ENGINEERING DEPARTMENT
(CIVIL ENGINEERING AND PLAN CHECK SERVICES)
CITY OF MENIFEEHARRIS & ASSOCIATES, INC.
_______________________________ _______________________________ Armando G. Villa, City Manager Mark Nassar, Vice President Attest: ________________________________
Preston Hatch, Chief Financial Officer
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 5
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November 6, 2024
Page
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2905/031858-0001
19246424.4 a10/04/23
CITY OF MENIFEE
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
ENGINEERING DEPARTMENT
(CIVIL ENGINEERING AND PLAN CHECK SERVICES)
THIS MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES (“Agreement”) is made and effective this ____ day of _______, 2023 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and HARRIS & ASSOCIATES, INC, a California S -Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. GENERAL PROVISIONS.
1.1 Purpose. The purpose of this Agreement is to authorize Consultant to provide on- call services to City through purchase orders issued by the City Manager or designees (each a “Purchase Order”) for privately funded and City projects which are exempt from bidding requirements for public contracting, subject to the terms and conditions herein (the “Services”).
1.2 No Guaranteed Work. The Parties acknowledge that this Agreement serves as a master services agreement to establish Consultant as an approved consultant which may perform Services for the City pursuant to Purchase Order(s) issued in the discretion of the City Manager.
This Agreement does not guarantee that Consultant will be issued any work from City, or any particular amount of work, including for any Services. By entering into this Agreement Consultant is obtaining the ability to receive Purchase Orders from the City Manager up to the compensation amount set forth in Section 3.1, and the City is obtaining the ability to issue Purchase Orders without a requirement for subsequent City Council approval.
1.3 Term. This Agreement shall become effective on December 6, 2023 and shall continue until June 30, 3026, unless otherwise terminated or extended by the Parties pursuant to the terms of this Agreement.
1.4 Termination. The City may terminate this Agreement at any time with or without cause by providing written notice to Consultant. The City may terminate this Agreement for any reason, including but not limited to the lack of budget allocation for the Services.
1.5 Contract Administrator. Kristen Jensen (“Contract Administrator”) is the City’s primary contact representative for the purposes of this Agreement. Consultant shall contact the Contract Administrator for all communications related to this Agreement. City may change the Contract Administrator upon written notification to Consultant. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or designee.
1.6 Consultant Representative . Mark Nassar is Consultant’s primary contact representative for the purposes of this Agreement. City shall contact the Consultant Representative for all communications related to this Agreement. Consultant may change the Consultant Representative upon written notification to City. Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement.
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E 6th December
Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 6
Menifee Mayor and City Council
November 6, 2024
Page
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2905/031858-0001
19246424.4 a10/04/23 -2-
1.7 Notices. Any written notice to Consultant shall be sent to:
Harris & Associates, Inc
Attn: Mark Nassar
600 B. Street, Suite 2000
San Diego, CA 92101
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Kristen Jensen, Financial Analyst
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
SECTION 2. SERVICES.
2.1 Purchase Orders . Consultant agrees to furnish Services pursuant to Purchase Order(s) issued by the City Manager in the form attached hereto as Exhibit “A” which is attached hereto and incorporated herein by this reference. In no event shall compensation for Services exceed the “not to exceed” compensation amount set forth in the Purchase Order.
2.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole sat isfaction of the Contract Administrator.
2.3 Assignment of Personnel . Consultant shall assign only competent personnel to perform the Services. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
2.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.
2.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of a Purchase Order.
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 7
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November 6, 2024
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2.6 Warranty. By executing this Agreement, Consultant warrants that Consultant has thoroughly investigated and considered the Services, has considered how they should be performed, and fully understands the facilities, difficulties, and restrictions applicable to performance of the Services.
2.7 Facilities and Equipment. Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the Services. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities.
SECTION 3. COMPENSATION.
3.1 Not to Exceed Compensation. Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “B” (“Rate Schedule”). The compensation set forth in the Purchas e Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed One Hundred Fifty Thousand Dollars and Zero Cents ($150,000.00).
3.2 Invoicing. Upon completion of a Purchase Order, or monthly for Purchase Orders involving Services performed over periods of longer than one (1) month, Consultant shall submit invoices to City based on the Services performed and any reimbursable expenses approved by City in writing. Invoices shall comply with the City’s “Invoicing Requirements” attached as Exhibit “C” hereto and incorporated herein by this reference, and shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original Purchase Order amount, the amount of prior billings, the total due this period, the balance available under the Purchase Order, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 8
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November 6, 2024
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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; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.
h. Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586
3.3 Payment. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
3.4 Payment Holds . City may withhold payment of any invoice for Services not satisfactorily performed until such Services are performed to City’s satisfaction at no extra cost to City. City may hold payments reasonably in dispute under this Agreement until resolution of the dispute.
3.5 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.
3.6 Payment Upon Termination. In the event City or Consultant terminates this Agreement, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for preapproved reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. City may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.
SECTION 4. INDEMNIFICATION.
4.1 Indemnification for Professional Liability . Where the law establishes a professional standard of care for performance of this Agreement, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless 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) a nd 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 DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
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Amendment
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Harris
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Associates,
Inc.
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Professional
On-Call
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for
Civil
Engineering
and
Plan
Check
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November 6, 2024
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individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.
4.2 Indemnification for Other than Professional Liability . Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City) , and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.
4.3 Limitation of Indemnification for Design Professionals . Notwithstanding any provision of this Section 4 to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection 4.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.
4.4 Limitation of Indemnification . The provisions of this Section 4 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 4 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.
4.5 Legal Requirements Related to Indemnification . If any applicable law would render any of the requirements of this Section 4 void or unenforceable, the requirements hereunder shall be construed to the greatest scope and applicability permitted by applicable law.
SECTION 5. INSURANCE.
5.1 Insurance Required. As a condition of entering into this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance specified below.
Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter -insured suits between City and other insureds.
a. Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labo r 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 empl oyee, 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 DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
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Engineering
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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 Administ rator. The insurer, if insurance is provided, or Consultant, if a program of self -insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. b. Commercial General and Automobile Liability Insurance. i) General requirements . Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the g eneral aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles. ii) Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
iii) Additional requirements . Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an
accident basis, and not on a claims-made basis.
b. Any failure of Consultant to comply with reporting
provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
c. Professional Liability Insurance.
i) General requirements . Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than 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.
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
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Associates,
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Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
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ii) Claims-made limitations . The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of
insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) yea rs after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be
submitted to City prior to the commencement of the Services under this Agreement.
5.2 Acceptability of Insurers . All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California.
5.3 Continuation of Insurance . Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.
5.4 Additional Insured. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self -insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
5.5 Subcontractors’ Insurance . Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract pursuant to this Agreement until DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
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Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City.
5.6 Deductibles and Self -insured Retentions . Consultant shall obtain the written approval of City for the self -insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self -insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deduct ible or self -insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
5.7 Verification of Coverage. Prior to execution of this Agreement, Consultant shall furnish City with complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The name and address for endorsements and other insurance related matters is: City of Menifee, 29844 Haun Road, Menifee, CA 92586.
5.8 Notice of Reduction in or Cancellation of Coverage . Consultant shall pr ovide written notice to City within ten (10) working days if: (1) any of the required insura nce policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased.
5.9 Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected. The Contractor Administrator may,but is not required to approve in writing the submission of certificates of insurance in lieu of policy copies, in which case the Certificate of Insurance must include the following reference: City of Menifee:
Master Agreement for Professional On Call Services.
5.10 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the f ollowing remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
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Civil
Engineering
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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 and assignment of personnel pur suant to Section 2.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services. The personnel performing the Services on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided Purchase Orders, City shall not pay salaries, wages, or other compensation to Consultant for performing Services . City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to en roll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Consultant acknowledges and agrees that it shall be independently responsible f or reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
7.2 Prevailing Wages. The Parties have determined that prevailing wage laws do not apply to this Agreement because the Services do not include c onstruction, alteration, demolition, installation, or repair work or are otherwise exempt under California’s prevailing wage laws (Lab.
Code, § 1720 et seq.). Notwithstanding the foregoing, it is agreed by the Parties that, in connection with performance of this Agreement , including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, and/or any other similar law. Section 4, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wa ges and hire apprentices); (ii) the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing under DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
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this Agreement to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
7.3 Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Consul tant 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 a re necessary for Consultant’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.
7.4 Conflicts of Interest, Political Reform Act. Consultant represents, warrants , and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degre e the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
7.5 Amendments. The Parties may amend this Agreement and/or any Purchase Order only by a writing signed by all the Parties. The City Manager shall have the authority to execute amendments to this Agreement and any Purchase Order which extend the time for performance or modify the Services to be provided. Extensions of the time for performance of Services does not entitle Consultant to additional compensation to the compensation initially provided in the applicable Purchase Order.
7.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.
Moreover, a substa ntial 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 DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
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than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.
7.7 Options upon Breach by Consultant . If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services; and/or d. Charge Consultant the difference between the cost to complete the Services described in the relevant Purchase Order that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 3 if Consultant had completed the Services.
SECTION 8. KEEPING AND STATUS OF RECORDS.
8.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.
8.2 Licensing of Intellectual Property . This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, 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 DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
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and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
8.3 Consultant’s Books and Records . Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges or expenditures and disbursements charged to City for Services under this Agreement, if any for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted a ccounting principles and shall be clearly identified and readily accessible.
8.4 Inspection and Audit of Records . Any records or documents that Section 8.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.
SECTION 9. MISCELLANEOUS PROVISIONS.
9.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorney s’ 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 P arty in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.
9.2 Applicable Law, Venue. The laws of the State of California shall govern this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.
9.3 Severability. If any provision of this Agreement is he ld invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.
9.4 Section Headings and Subheadings . The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
9.5 No Implied Waiver of Breach. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provi sions of this Agreement. No delay or omission in the DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 17
Menifee Mayor and City Council
November 6, 2024
Page
293 of 1464
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exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
9.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.
9.7 Rights and Remedies. The rights and remedies of the P arties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
9.8 Integration. This Agreement, including the Exhibits attached hereto, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be c onstrued for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. In the event of a conflict between this Agreement and any of the Exhibits, this Agreement shall control.
9.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
9.10 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisi ons of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.
9.11 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.
9.12 No Third Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.
9.13 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
9.14 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 18
Menifee Mayor and City Council
November 6, 2024
Page
294 of 1464
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financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.
9.15 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interes t, direct or indirect, in any agreement or sub -agreement, or the proceeds thereof, for any Services performed hereunder.
[Signatures on Following Page]
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 19
Menifee Mayor and City Council
November 6, 2024
Page
295 of 1464
2905/031858-0001
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IN WITNESS WHEREOF, the P arties hereto have executed and entered into this Agreement as of the Effective Date.
CITY OF MENIFEE
Rebekah Kramer, Acting City Manager
Attest:
Sarah Manwaring, City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
CONSULTANT
Mark Nassar, Vice President
Preston Hatch, Chief Financial Officer
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 20
Menifee Mayor and City Council
November 6, 2024
Page
296 of 1464
2905/031858-0001
19246424.4 a10/04/23
EXHIBIT A.
EXHIBIT A
FORM OF PURCHASE ORDER
This form of Purchase Order is provided for an example only, and none of the fields set forth herein are guaranteed for any particular Services. The fields of each Purchase Order will vary based on the Services required. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed One Hundred Fifty Thousand Dollars and Zero Cents ($150,000.00).
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 21
Menifee Mayor and City Council
November 6, 2024
Page
297 of 1464
2905/031858-0001
19246424.4 a10/04/23 EXHIBIT B.
EXHIBIT B
RATE SCHEDULE
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 22
Menifee Mayor and City Council
November 6, 2024
Page
298 of 1464
2905/031858-0001
19246424.4 a10/04/23 EXHIBIT C
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 23
Menifee Mayor and City Council
November 6, 2024
Page
299 of 1464
2905/031858-0001
19246424.4 a10/04/23 EXHIBIT C
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 24
Menifee Mayor and City Council
November 6, 2024
Page
300 of 1464
2905/031858-0001
19246424.4 a10/04/23 EXHIBIT C
EXHIBIT C
INVOICING REQUIREMENTS
As a government agency, the City of Menifee is responsible for monitoring all executed contract expenditures to ensure all expenses are within the approved contract budget, as well as monitor all work completed to ensure the scope of work requirements are being met on the approved contract timeline. At any time, project developers may request to view the invoices for their project and ask questions of City staff for items billed. To assist City staff and project developers, several ite ms will be required to be submitted with each invoice in order to clearly and concisely standardize the information presented on all invoices provided by contracted consultants.
If multiple projects are being invoiced through a single billing submission, details of fiscal information for all projects are to be summarized in a table and included as part of the invoice. This table will have all projects listed with project name, project number or tract map number, purchase order number, the amount due on the current invoice for each project, the amount that was previously charged to each project purchase order, and the total amount billed to each project purchase order, as in the example below:
In addition, a full work detail will be included in each invoice. This detail will identify the name and title of the person who conducted the work, the task number/sub-number that was worked on, specific duties completed, date of work, number of hours, cost per hour, and total amount due, as in the example below:
These details will be required on all future invoices submitted.
PROJECT NAME CIP or TRACT
NO.
IP / IS No. PURCHASE
ORDER NO.
PURCHASE
ORDER VALUE
CURRENT
AMOUNT DUE
PREVIOUS
AMOUNT
BILLED
TOTAL BILLED
TO DATE
Sumac Ridge PM37668 IS22-019 04123 $ 50,000.00 $ 5,700.00 $ 10,000.00 $ 15,700.00 Underwood
Park
TM29835-2 IS21-032 04043 $ 35,000.00 $ 7,850.00 $ - $ 7,850.00 Talavera TM29777 IP15-084 03999 $ 17,500.00 $ 2,500.00 $ 15,000.00 $ 17,500.00 TOTAL AMOUNT DUE FOR THIS INVOICE: $ 16,050.00
DocuSign Envelope ID: 57455DDB-FD1A-4ADC-991D-1BD3CC2EAD2E Item Title: 10.17
Agreement
Amendment
with
Harris
and
Associates,
Inc.
for
Professional
On-Call
Services
for
Civil
Engineering
and
Plan
Check
Item Page Number: 25
Menifee Mayor and City Council
November 6, 2024
Page
301 of 1464
CITY OF MENIFEE
SUBJECT: Agreement Amendment with Gary F. Hoyt Landscape Architecture, Inc. for Professional On-call Services for Landscape Design and Inspection Services
MEETING DATE: November 6, 2024
TO: Mayor and City Council
PREPARED BY: Kristen Jensen, Financial Analyst
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. 1 to the Master Agreement with Gary F. Hoyt Landscape Architecture, Inc., for Landscape Design and Inspection Services, increasing the compensation by $75,000, for a three-year total agreement amount not-to-exceed $305,000; and
2. Authorize the Finance Department to Issue individual purchase orders against the Agreement.
DISCUSSION
The Public Works Engineering Division is responsible for the review and delivery of various development projects in a timely and cost-effective manner. The Public Works Construction Inspection Division works hand in hand with Engineering to ensure thorough inspection of development projects at all phases of construction. In order to do this, both divisions often utilize professional service agreements to support staff in processing more technical and specialized elements of project delivery. These on-call services include, but are not limited to, project review services for mapping, hydrological, traffic, and landscape plans, as well as construction inspection services.
On June 21, 2023, the City Council approved various Master Agreements for professional on-call services with firms previously established on an approved on-call shortlist for Engineering. Gary F. Hoyt Landscape Architecture, Inc. (Gary Hoyt), is one of the shortlist firms initially designated to provide on-call landscape design review and inspection services for the divisions.
A Master Agreement for On-Call Landscape Design and Inspection Services (“Agreement”) was initially established with Gary Hoyt for a three-year contract term from July 1, 2023, through June 30, 2026, and for a total agreement not-to-exceed amount of $230,000. Gary Hoyt’s services are Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 1
Menifee Mayor and City Council
November 6, 2024
Page
302 of 1464
City of Menifee Staff Report
Gary Hoyt MA Amendment No. 1
November 6, 2024
2 3
8 4
used on an as-needed basis supporting review of post-entitlement project landscape plans, performing inspections on active construction projects, and providing final landscape inspection for project closeouts. Due to the continued, and increasing, demand for inspection of public and private projects, utility agency projects, and capital improvement projects, the original Agreement not-to-exceed amount of $230,000 is expected to be exhausted in early 2025.
Landscape design and inspection services play a key role in proactively ensuring that projects meet State and regional requirements and City standards, and that landscape, irrigation and drainage elements in projects would serve the Menifee community well into the future. While there are multiple firms approved as Shortlist service providers, Gary Hoyt has consistently been very responsive for landscape design and inspection support needs. The proposed Amendment No. 1 (“Amendment”) would increase Gary Hoyt’s Agreement by $75,000, to a total not-to-exceed limit of $305,000 through June 2026. If approved, the Amendment would provide staff the opportunity to maintain continuity on development projects that are already being supported by Gary Hoyt’s services and would ensure the capacity for additional design and inspection related services to be accessed through the full Agreement term. All other terms of the Agreement would remain unchanged, as outlined in Table 1 below.
TABLE 1 – MASTER AGREEMENT HISTORY
Date approved Amount Contract Term
Original PSA 6/21/2023 $230,000 6/30/2026
Amendment No. 1 PENDING $ 75,000 6/30/2026
Total $305,000
Pursuant to Menifee Municipal Code §3.12.090, amendments or change orders in the amount greater than 10% of the contract 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 with Gary Hoyt is (not-to-exceed) $305,000.
Funding for the proposed Amendment is available within the Fiscal Year 2024/2025 budget, under professional services for Public Works Engineering and Construction Inspection within the General Fund (1100-PWD-ENGR-652825, 1100-PWD-INSP-652825).
It is important to note that landscape plan review and inspection services are fully recoverable as they would be offset by developer fees and deposits collected for the services. Purchase orders for these services would only be issued after confirmation of budget availability and only for amounts within the approved not-to-exceed Agreement compensation amounts. No additional budget appropriation actions would be required for approval of the proposed Amendment.
Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 2
Menifee Mayor and City Council
November 6, 2024
Page
303 of 1464
City of Menifee Staff Report
Gary Hoyt MA Amendment No. 1
November 6, 2024
2 3
8 4
ATTACHMENTS
1. Amendment No. 1
2. Agreement
Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 3
Menifee Mayor and City Council
November 6, 2024
Page
304 of 1464
AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES FOR
(LANDSCAPE DESIGN & INSPECTION)
AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES FOR
(LANDSCAPE DESIGN & INSPECTION)
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on _June 21, 2023__ between the City of Menifee (“City”) and GARY F. HOYT LANDSCAPE ARCHITECTURE, INC. (“Consultant”) for LANDSCAPE DESIGN AND INSPECTION which this Amendment No. 1 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. 1 shall have the meanings ascribed to them in the Agreement.
2.SECTION 3.1, “Not to Exceed Compensation” is amended to increase the maximum not to exceed compensation by Seventy Five Thousand Dollars and Zero Cents ($75,000.00), and is amended to read as follows:
3.1 Not to Exceed Compensation. Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “B” (“Rate Schedule”).
The compensation set forth in the Purchase Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed Three Hundred Five Thousand Dollars and Zero Cents ($305,000.00).
3. The initial paragraph of the original Exhibit A, to the Agreement is amended to read as follows:
FORM OF PURCHASE ORDER
This form of Purchase Order is provided for an example only, and none of the fields set forth herein are guaranteed for any particular Services. The fields of each Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 4
Menifee Mayor and City Council
November 6, 2024
Page
305 of 1464
AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES FOR (LANDSCAPE DESIGN & INSPECTION)
Purchase Order will vary based on the Services required. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed Three Hundred Five Thousand Dollars and Zero Cents ($305,000.00).
4. All other terms and conditions of the Agreement remain in full force and effect.
5. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 5
Menifee Mayor and City Council
November 6, 2024
Page
306 of 1464
AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES FOR (LANDSCAPE DESIGN & INSPECTION)
CITY OF MENIFEEGARY F. HOYT LANDSCAPE
ARCHITECTURE, INC.
_______________________________ _______________________________ Armando G. Villa, City Manager Gary F. Hoyt, President
Attest: ________________________________
Gary F. Hoyt, Secretary
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 6
Menifee Mayor and City Council
November 6, 2024
Page
307 of 1464
2905/031858-0001
19246424.4 a07/18/23
CITY OF MENIFEE
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
(LANDSCAPE DESIGN AND INSPECTION)
THIS MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES (“Agreement”) is made and effective this ____ day of _______, 2023 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and GARY F.
HOYT LANDSCAPE ARCHITECTURE, INC. , a California S -Corporation (“Consultant ”).
City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. GENERAL PROVISIONS.
1.1 Purpose. The purpose of this Agreement is to authorize Consultant to provide on- call services to City through purchase orders issued by the City Manager or designees (each a “Purchase Order”) for privately funded and City projects which are exempt from bidding requirements for public contracting, subject to the terms and conditions herein (the “Services”).
1.2 N
o Guarant eed Work. The Parties acknowledge that this Agreement serves as a master services agreement to establish Consultant as an approved consultant which may perform Services for the City pursuant to Purchase Order(s) issued in the discretion of the City Manage r.
This Agreement does not guarantee that Consultant will be issued any work from City, or any particular amount of work, including for any Services. By entering into this Agreement Consultant is obtaining the ability to receive Purchase Orders from the City Manager up to the compensation amount set forth in Section 3.1, and the City is obtaining the ability to issue Purchase Orders without a requirement for subsequent City Council approval.
1.3 T
erm . This Agreement shall become effective on July 1, 2023 and shall continue until June 30, 2026, unless otherwise terminated or extended by the Parties pursuant to the terms of this Agreement.
1.4 T ermination . The City may terminate this Agreement at any time with or without cause by providing written notice to Consultant. The City may terminate this Agreement for any reason, including but not limited to the lack of budget allocation for the Services.
1.5 C
ont ract Administrator. <<Kristen Jensen >> (“Contract Administrator”) is the City’s primary contact representative for the purposes of this Agreement. Consultant shall contact the Contract Administrator for all communications related to this Agreement. City may change the Contract Administrator upon written notification to Consultant. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or designee.
1.6 C
onsultant Repr esentative. <<Gary Hoyt >> is Consultant’s primary contact representative for the purposes of this Agreement. City shall contact the Consultant Representative for all communications related to this Agreement. Consultant may change the Consultant Representative upon written notification to City. Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement.
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B June
21 Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 7
Menifee Mayor and City Council
November 6, 2024
Page
308 of 1464
2905/031858-0001
19246424.4 a07/18/23 -2-
1.7 Notices. Any written notice to Consultant shall be sent to:
GARY F. HOYT LANDSCAPE ARCHITECTURE, INC.
Attn: Gary Hoyt
12888 Francine Terrace
Poway, CA 92064
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Kristen Jensen, PW Financial Analyst
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
SECTION 2. SERVICES.
2.1 Purchase Orders . Consultant agrees to furnish Services pursuant to Purchase Order(s) issued by the City Manager in the form attached hereto as Exhibit “A” which is attached hereto and incorporated herein by this reference. In no event shall compensation for Services exceed the “not to exceed” compensation amount set forth in the Purchase Order.
2.2 S
tandard of Performance . Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole s atisfaction of the Contract Administrator.
2.3 A
ssignment of Personnel. Consultant shall assign only competent personnel to perform the Services. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
2.4 T
ime . Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.
2.5 A
uthorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of a Purchase Order.
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 8
Menifee Mayor and City Council
November 6, 2024
Page
309 of 1464
2905/031858-0001
19246424.4 a07/18/23 -3-
2.6 Warranty. By executing this Agreement, Consultant warrants that Consultant has thoroughly investigated and considered the Services, has considered how they should be performed, and fully understands the facilities, difficulties, and restrictions applicable to performance of the Services.
2.7 F
acilities and Equipment. Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the Services. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities.
SECTION 3. COMPENSATION.
3.1 Not to Exceed Compensation. Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “B” (“Rate Schedule”). The compensation set forth in the Purchase Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed Two Hundred Thirty Thousand Dollars and Zero Cents ($230,000.00).
3.2 I
nvoicing. Upon completion of a Purchase Order, or monthly for Purchase Orders involving Services performed over periods of longer than one (1) month, Consultant shall submit invoices to City based on the Services performed and any reimbursable expenses approved by City in writing. Invoices shall comply with the City’s “Invoicing Requirements” attached as Exhibit “C” hereto and incorporated herein by this reference, and shall contain the following information:
a. Serial identifications of progress bills; i.e., Pro gress 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 Purchase Order amount, the amount of prior billings, the total due this period, the balance available under the Pur chase Order, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
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Landscape
Architecture,
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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; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.
h. Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586
3.3 Payment. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
3.4 P ayment Holds. City may withhold payment of any invoice for Services not satisfactorily performed until such Services are performed to City’s satisfaction at no extra cost to City. City may hold payments reasonably in dispute under this Agreement until resolution of the dispute.
3.5 P
ayment of Taxes . Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.
3.6 P ayment Upon Termination . In the event City or Consultant terminates this Agreement, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for preapproved reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. City may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.
SECTION 4. INDEMNIFICATION.
4.1 Indemnification for Professional Liability . Where the law establishes a professional standard of care for performance of this Agreement, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless 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) charge s, 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 DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
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Landscape
Architecture,
Inc.
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Professional
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Landscape
Design and Inspection Services
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individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.
4.2 Indemnification for Other than Professional Liability . Other than in the performance of professional services and to the full extent p ermitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.
4.3 L
imitation of Indemnification for Design Professionals . Notwithstanding any provision of this Section 4 to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection 4.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.
4.4 L
imitation of Indemnification . The provisions of this Section 4 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 4 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.
4.5 L egal Requirements Related to Indemnification . If any applicable law woul d render any of the requirements of this Section 4 void or unenforceable, the requirements hereunder shall be construed to the greatest scope and applicability permitted by applicable law.
SECTION 5. INSURANCE.
5.1 Insurance Required. As a condition of entering into this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance specified below.
Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter -insured suits between City and other insureds.
a. W
orkers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s L iability 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 DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
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Landscape
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if the program of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self -insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self -insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. b. Commercial General and Automobile Liability Insurance. i) General requirements . Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the g eneral aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles. ii) M
inimum scope of coverage. Commercial general coverage
shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
iii) A
dditional 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.
c. Professional Liability Insurance.
i) General requirements . Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than 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.
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
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Landscape
Architecture,
Inc.
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Landscape
Design and Inspection Services
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ii) Claims-made limitations . The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of
insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be
submitted to City prior to the commencement of the Services under this Agreement.
5.2 Acceptability of Insurers . All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California.
5.3 C ontinuation of Insurance. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.
5.4 A dditional Insured. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self -insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
5.5 S
ubcontractors’ Insurance . Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract pursuant to this Agreement until DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
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Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City.
5.6 Deductibles and Self -insured Retentions. Cons ultant shall obtain the written approval of City for the self -insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self -insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self -insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
5.7 V
erification of Coverage . Prior to execution of this Agreement, Consultant shall furnish City with complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The name and address for endorsements and other insurance related matters is: City of Menifee, 29844 Haun Road, Menifee, CA 92586.
5.8 N
otice of Reduction in or Cancellation of Coverage . Consultant shall pr ovide written notice to City within ten (10) working days if: (1) any of the required insura nce policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased.
5.9 V ariation . The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected. The Contractor Administrator may,but is not required to approve in writing the submission of certificates of insurance in lieu of policy copies, in which case the Certificate of Insurance must include the following reference: City of Menifee:
Master Agreement for Professional On Call Services.
5.10 R
emedies . In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
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Hoyt
Landscape
Architecture,
Inc.
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Landscape
Design and Inspection Services
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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 and assignment of personnel pursuant to Section 2.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services. The personnel performing the Services on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided Purchase Orders, City shall not pay salaries, wages, or other compensation to Consultant for performing Services . City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform under this Agreement unless such person is properly docum ented and legally entitled to be employed within the United States. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
7.2 P
revailing Wages . The Parties have determined that prevailing wage laws do not apply to this Agreement because the Services do not include construction, alteration, demolition, installation, or repair work or are otherwise exempt under California’s prevailing wage laws (Lab.
Code, § 1720 et seq.). Notwithstanding the foregoing, it is agreed by the Parties that, in connection with performance of this Agreement , including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, and/or any other similar law. Section 4, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wa ges and hire apprentices); (ii) the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing under DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
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Hoyt
Landscape
Architecture,
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Professional
On-call
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Landscape
Design and Inspection Services
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this Agreement to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
7.3 Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Consultant represents, warrants , and covenants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, and perform the Services. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.
7.4 C
onflicts 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 Politic al 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 c omplete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
7.5 A
mendments . The Parties may amend this Agreement and/or any Purchase Order only by a writing signed by all the Parties. The City Manager shall have the authority to execute amendments to this Agreement and any Purchase Order which extend the time for performance or modify the Services to be provided. Extensions of the time for performance of Services does not entitle Consultant to additional compensation to the compensation initially provided in the applicable Purchase Order.
7.6 A
ssignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.
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 DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
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Landscape
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Professional
On-call
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Landscape
Design and Inspection Services
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than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.
7.7 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services; and/or d. Charge Consultant the difference between the cost to complete the Services described in the relevant Purchase Order that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 3 if Consultant had completed the Services.
SECTION 8. KEEPING AND STATUS OF RECORDS.
8.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.
8.2 L
icensing of Intellectual Property . This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that 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 DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
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Landscape
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Professional
On-call
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Landscape
Design and Inspection Services
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and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
8.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges or expenditures and disbursements charged to City for Services under this Agreement, if any for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.
8.4 I
nspection and Audit of Records. Any records or documents that Section 8.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.
SECTION 9. MISCELLANEOUS PROVISIONS.
9.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorney s’ fees awarded pursuant to this Subsection shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.
9.2 A
pplicable Law, Venue. The laws of the State of California shall govern this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.
9.3 S
everability . If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.
9.4 S ection Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
9.5 N
o Implied Waiver of Breach. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 18
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November 6, 2024
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exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
9.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.
9.7 R ights and R emedies. The rights and remedies of the P arties 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 d efault or any other default by the other Party.
9.8 I ntegration . This Agreement, including the Exhibits attached hereto, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agre ements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. In the event of a conflict between this Agreement and any of the Exhibits, this Agreement shall control.
9.9 C
ounterparts . This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
9.10 E xecution 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 ot her agreement to which said Party is bound.
9.11 N
ondiscrimination . Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.
9.12 No
Third Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.
9.13 N onliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
9.14 N
o Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 19
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November 6, 2024
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financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.
9.15 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub -agreement, or the proceeds thereof, for any Services performed hereunder.
[Signatures on Following Page]
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 20
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November 6, 2024
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IN WITNESS WHEREOF, the P arties hereto have executed and entered into this Agreement as of the Effective Date.
CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:
Stephanie Roseen, Acting City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
CONSULTANT
Gary F. Hoyt, President
Gary F. Hoyt, Secretary
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 21
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November 6, 2024
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EXHIBIT A.
EXHIBIT A
FORM OF PURCHASE ORDER
This form of Purchase Order is provided for an example only, and none of the fields set forth herein are guaranteed for any particular Services. The fields of each Purchase Order will vary based on the Services required. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed Two Hundred Thirty Thousand Dollars and Zero CentsZero Dollars and Zero Cents ($230,000.00).
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 22
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November 6, 2024
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19246424.4 a07/18/23 EXHIBIT A.
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 23
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November 6, 2024
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19246424.4 a07/18/23 EXHIBIT B.
EXHIBIT B
RATE SCHEDULE
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 24
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November 6, 2024
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19246424.4 a07/18/23 EXHIBIT C
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 25
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November 6, 2024
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DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 26
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November 6, 2024
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19246424.4 a07/18/23 EXHIBIT C
EXHIBIT C
INVOICING REQUIREMENTS
As a government agency, the City of Menifee is responsible for monitoring all executed contract expenditures to ensure all expenses are within the approved contract budget, as well as monitor all work completed to ensure the scope of work requirements are being met on the approved contract timeline. At any time, project developers may request to view the invoices for their project and ask questions of City staff for items billed. To assist City staff and project developers, several items will be required to be submitted with each invoice in order to clearly and concisely standardize the information presented on all invoices provided by contracted consultants.
If multiple projects are being invoiced through a single billing submission, details of fiscal information for all projects are to be summarized in a table and included as part of the invoice. This table will have all projects listed with project name, project number or tract map number, purchase order number, the amount due on the current invoice for each project, the amount that was previously charged to each project purchase order, and the total amount billed to each project purchase order, as in the example below:
In addition, a full work detail will be included in each invoice. This detail will identify the name and title of the person who conducted the work, the task number/sub-number that was worked on, specific duties completed, date of work, number of hours, cost per hour, and total amount due, as in the example below:
These details will be required on all future invoices submitted.
PROJECT NAME CIP or TRACT
NO.
IP / IS No. PURCHASE
ORDER NO.
PURCHASE
ORDER VALUE
CURRENT
AMOUNT DUE
PREVIOUS
AMOUNT
BILLED
TOTAL BILLED
TO DATE
Sumac Ridge PM37668 IS22-019 04123 $ 50,000.00 $ 5,700.00 $ 10,000.00 $ 15,700.00 Underwood
Park
TM29835-2 IS21-032 04043 $ 35,000.00 $ 7,850.00 $ - $ 7,850.00 Talavera TM29777 IP15-084 03999 $ 17,500.00 $ 2,500.00 $ 15,000.00 $ 17,500.00 TOTAL AMOUNT DUE FOR THIS INVOICE: $ 16,050.00
DocuSign Envelope ID: 26CA1826-A9BA-4925-83A7-169E5CCA2D95 DocuSign Envelope ID: EEA70433-5F95-4F40-AA99-05C653CBA16B Item Title: 10.18
Agreement
Amendment
with
Gary
F.
Hoyt
Landscape
Architecture,
Inc.
for
Professional
On-call
Services
for
Landscape
Design and Inspection Services
Item Page Number: 27
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November 6, 2024
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with J. Smith and T. Muli for Hydrological Review and Inspection Services
MEETING DATE: November 6, 2024
TO: Mayor and City Council
PREPARED BY: Kristen Jensen, Financial Analyst
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. 1 to the Master Agreement with J. Smith and T. Muli, for Hydrological Review and Inspection Services, increasing the compensation by $100,000, for a three-year total agreement amount not-to- exceed $250,000; and
2. Authorize the Finance Department to issue purchase orders against the agreement.
DISCUSSION
The Public Works Engineering Division (Engineering) is responsible for the review and delivery of various development projects in a timely and cost-effective manner. In order to do this, Engineering utilizes professional service agreements to support staff in processing more technical and specialized elements of project delivery. These on-call services include, but are not limited to, on-call services associated with mapping, hydrological, traffic, survey, and landscape plan reviews.
On June 21, 2023, the City Council approved various Master Agreements for professional on-call services with firms previously established on an approved on-call shortlist for Engineering. J.
Smith and T. Muli (Smith & Muli) is one of the shortlist firms designated to provide on-call hydrological engineering review and inspection services for Engineering.
A Master Agreement for On-Call Hydrological Review and Inspection Services (“Agreement”) was initially established with Smith and Muli for a three-year contract term from July 1, 2023, through June 30, 2026, and for a total agreement not-to-exceed amount of $150,000. Due to the continued, and increasing, volume of development activities requiring hydrology related plans, technical nature of hydrological studies, and changing environmental mandates, staff has relied heavily on Smith and Muli for the performance of technical plan review support over the last fiscal Item Title: 10.19
Agreement Amendment with J. Smith and T. Muli for Hydrological Review and Inspection Services Item Page Number: 1
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November 6, 2024
Page
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City of Menifee Staff Report
Smith and Muli MA Amendment No. 1
November 6, 2024
2 3
8 5
year, and they are expected to exceed their allocated budget prior to the end of their contract time period. The need for continued support in technical hydrological review for development projects is compounded by new State and regional mandates of new stormwater permit requirements, which will require additional reliance on Smith & Muli.
While there are multiple firms approved as shortlist service providers, Smith and Muli has consistently been very responsive for hydrological engineering support needs. The proposed Amendment No. 1 (“Amendment”) would increase Smith and Muli’s Agreement by $100,000, to a total not-to-exceed limit of $250,000 through June 2026. If approved, the Amendment would provide staff the opportunity to maintain continuity on development projects that are already being supported by Smith and Muli’s services and would ensure capacity for assigning additional technical hydrology related reviews to the firm in the future. All other terms of the Agreement would remain unchanged, as outlined in Table 1 below.
TABLE 1 – J. SMITH AND T. MULI MASTER AGREEMENT HISTORY Date approved Amount Contract Term
Original PSA 6/21/2023 $150,000 6/30/2026
Amendment No. 1 PENDING $100,000 6/30/2026
Total $250,000
Pursuant to Menifee Municipal Code §3.12.090, amendments or change orders in the amount greater than 10% of the contract 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 agreement with Smith and Muli is (not-to-exceed) $250,000.
Funding for the proposed Amendment is available within the Fiscal Year 2024/2025 budget, under professional services for Public Works Land Development Engineering within the General Fund (1100-PWD-ENGR-652825).
It is important to note that hydrological review and inspection services are fully recoverable as they would be offset by developer fees and deposits collected for the services. Purchase orders for these services would only be issued after confirmation of budget availability and only for amounts within the approved not-to-exceed agreement compensation amounts. No additional budget appropriation actions would be required for approval of the proposed Amendment.
ATTACHMENTS
1. Amendment No. 1
2. Agreement
Item Title: 10.19
Agreement Amendment with J. Smith and T. Muli for Hydrological Review and Inspection Services Item Page Number: 2
Menifee Mayor and City Council
November 6, 2024
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AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
ENGINEERING DEPARTMENT
(HYDROLOGICAL REVIEW & INSPECTION SERVICES)
AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
ENGINEERING DEPARTMENT
(HYDROLOGICAL REVIEW & INSPECTION SERVICES)
This is Amendment No. 1 (“Amendment No. 1”) to that certain Professional Services Agreement (“Agreement”) made on _September 25, 2023__ between the City of Menifee (“City”) and J. SMITH & T. MULI (“Consultant”) for HYDROLOGICAL REVIEW & INSPECTION SERVICES which this Amendment No. 1 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. 1 shall have the meanings ascribed to them in the Agreement.
2.SECTION 3.1, “Not to Exceed Compensation” is amended to increase the maximum not to exceed compensation by One Hundred Thousand Dollars and Zero Cents ($100,000.00), and is amended to read as follows:
3.1 Not to Exceed Compensation. Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “B” (“Rate Schedule”).
The compensation set forth in the Purchase Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed Two Hundred Fifty Thousand Dollars and Zero Cents ($250,000.00).
3. The initial paragraph of the original Exhibit A, to the Agreement is amended to read as follows:
FORM OF PURCHASE ORDER
This form of Purchase Order is provided for an example only, and none of the fields set forth herein are guaranteed for any particular Services. The fields of each Item Title: 10.19
Agreement Amendment with J. Smith and T. Muli for Hydrological Review and Inspection Services Item Page Number: 3
Menifee Mayor and City Council
November 6, 2024
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AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
ENGINEERING DEPARTMENT
(HYDROLOGICAL REVIEW & INSPECTION SERVICES)
Purchase Order will vary based on the Services required. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed Two Hundred Fifty Thousand Dollars and Zero Cents ($250,000.00).
4. All other terms and conditions of the Agreement remain in full force and effect.
5. This Amendment No. 1 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
Item Title: 10.19
Agreement Amendment with J. Smith and T. Muli for Hydrological Review and Inspection Services Item Page Number: 4
Menifee Mayor and City Council
November 6, 2024
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AMENDMENT NO. 1 TO
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
ENGINEERING DEPARTMENT
(HYDROLOGICAL REVIEW & INSPECTION SERVICES)
CITY OF MENIFEEJ. SMITH & T. MULI.
_______________________________ _______________________________ Armando G. Villa, City Manager Jonis Smith, President
Attest: ________________________________
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.19
Agreement Amendment with J. Smith and T. Muli for Hydrological Review and Inspection Services Item Page Number: 5
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November 6, 2024
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2905/031858-0001
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CITY OF MENIFEE
MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES
ENGINEERING DEPARTMENT
(HYDROLOGICAL REVIEW & INSPECTION SERVICES)
THIS MASTER AGREEMENT FOR PROFESSIONAL ON CALL SERVICES (“Agreement”) is made and effective this ____ day of _______, 2023 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and J. Smith & T.
Muli, a California S-Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” SECTION 1. GENERAL PROVISIONS.
1.1 Purpose. The purpose of this Agreement is to authorize Consultant to provide on- call services to City through purchase orders issued by the City Manager or designees (each a “Purchase Order”) for privately funded and City projects which are exempt from bidding requirements for public contracting, subject to the terms and conditions herein (the “Services”).
1.2 N
o Guaranteed Work. The Parties acknowledge that this Agreement serves as a master services agreement to establish Consultant as an approved consultant which may perform Services for the City pursuant to Purchase Order(s) issued in the discretion of the City Manager.
This Agreement does not guarantee that Consultant will be issued any work from City, or any particular amount of work, including for any Services. By entering into this Agreement Consultant is obtaining the ability to receive Purchase Orders from the City Manager up to the compensation amount set forth in Section 3.1, and the City is obtaining the ability to issue Purchase Orders without a requirement for subsequent City Council approval.
1.3 T
erm . This Agreement shall become effective on July 1, 2023 and shall continue until June 30, 2026, unless otherwise terminated or extended by the Parties pursuant to the terms of this Agreement.
1.4 T ermination . The City may terminate this Agreement at any time with or without cause by providing written notice to Consultant. The City may terminate this Agreement for any reason, including but not limited to the lack of budget allocation for the Services.
1.5 C
ontract Administrator . < Kristen Jensen > (“Contract Administrator”) is the City’s primary contact representative for the purposes of this Agreement. Consultant shall contact the Contract Administrator for all communications related to this Agreement. City may change the Contract Administrator upon written notification to Consultant. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or designee.
1.6 C
onsultant Representative. < Jonis Smith, President > is Consultant’s primary contact representative for the purposes of this Agreement. City shall contact the Consultant Representative for all communications related to this Agreement. Consultant may change the Consultant Representative upon written notification to City. Consultant’s Representative shall DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Sept25
Item Title: 10.19
Agreement Amendment with J. Smith and T. Muli for Hydrological Review and Inspection Services Item Page Number: 6
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have full authority to represent and act on behalf of Consultant for all purposes under this Agreement.
1.7 Notices. Any written notice to Consultant shall be sent to:
J. Smith & T. Muli
Attn: Jonis Smith, President
33161 Camino Capistrano, Suite-D
San Juan Capistrano, CA 92675
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Kristen Jensen, Financial Analyst
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
SECTION 2. SERVICES.
2.1 Purchase Orders . Consultant agrees to furnish Services pursuant to Purchase Order(s) issued by the City Manager in the form attached hereto as Exhibit “A” which is attached hereto and incorporated herein by this reference. In no event shall compensation for Services exceed the “not to exceed” compensation amount set forth in the Purchase Order.
2.2 S
tandard of Performance . Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.
2.3 A
ssignment of Personnel. Consultant shall assign only competent personnel to perform the Services. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
2.4 T
ime . Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.
DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Item Title: 10.19
Agreement Amendment with J. Smith and T. Muli for Hydrological Review and Inspection Services Item Page Number: 7
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2.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of a Purchase Order.
2.6 War ranty . By executing this Agreement, Consultant warrants that Consultant has thoroughly investigated and considered the Services, has considered how they should be performed, and fully understands the facilities, difficulties, and restrictions applicable to performance of the Services.
2.7 F
acilities and Equipment. Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the Services. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities.
SECTION 3. COMPENSATION.
3.1 Not to Exceed Compensation. Consultant shall be compensated for the Services and any approved reimbursable expenses as set forth in the relevant Purchase Order, and in no event shall City’s compensation to Consultant for a Purchase Order exceed the amount set forth therein. Compensation pursuant to this Agreement shall be at the rates set forth in the City’s Rate Schedule, attached hereto and incorporated herein by this reference as Exhibit “B” (“Rate Schedule”). The compensation set forth in the Purchas e Order represents total compensation payable to Consultant without limitation to compensation for salary, overhead, benefits, fees, or other costs incurred by Consultant in performance of the Purchase Order. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed One Hundred Fifty Thousand Dollars and Zero Cents ($150,000.00).
3.2 I
nvoicing. Upon completion of a Purchase Order, or monthly for Purchase Orders involving Services performed over periods of longer than one (1) month, Consultant shall submit invoices to City based on the Services performed and any reimbursable expenses approved by City in writing. Invoices shall comply with the City’s “Invoicing Requirements” attached as Exhibit “C” hereto and incorporated herein by this reference, and shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original Purchase Order amount, the amount of prior billings, the total due this period, the balance available under the Purchase Order, and the percentage of completion;
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d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.
h. Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586
3.3 Payment. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
3.4 P ayment Holds. City may withhold payment of any invoice for Services not satisfactorily performed until such Services are performed to City’s satisfaction at no extra cost to City. City may hold payments reasonably in dispute under this Agreement until resolution of the dispute.
3.5 P
ayment of Taxes . Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.
3.6 P ayment Upon Termination. In the event City or Consultant terminates this Agreement, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for preapproved reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. City may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.
SECTION 4. INDEMNIFICATION.
4.1 Indemnification for Professional Liability . Where the law establishes a professional standard of care for performance of this Agreement, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless 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 DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Item Title: 10.19
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expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.
4.2 Indemnification for Other than Professional Liability . Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.
4.3 L
imitation of Indemnification for Design Professionals . Notwithstanding any provision of this Section 4 to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection 4.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.
4.4 L
imitation of Indemnification . The provisions of this Section 4 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 4 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.
4.5 L
egal Requirements Related to Indemnification . If any applicable law would render any of the requirements of this Section 4 void or unenforceable, the requirements hereunder shall be construed to the greatest scope and applicability permitted by applicable law.
SECTION 5. INSURANCE.
5.1 Insurance Required. As a condition of entering into this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance specified below.
Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter -insured suits between City and other insureds.
a. W
orkers’ 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 DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Item Title: 10.19
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Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self -insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self -insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. b. Commercial General and Automobile Liability Insurance. i) General requirements . Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the g eneral aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles. ii) M
inimum scope of coverage . Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
iii) A
dditional 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.
c. Professional Liability Insurance.
i) General requirements . Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Item Title: 10.19
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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.
ii) Claims-made limitations . The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of
insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) yea rs after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be
submitted to City prior to the commencement of the Services under this Agreement.
5.2 Acceptability of Insurers . All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California.
5.3 C ontinuation of Insurance. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.
5.4 A dditional Insured. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance 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 DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Item Title: 10.19
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that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
5.5 Subcontractors’ Insurance . Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract pursuant to this Agreement until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City.
5.6 D
eductibles and Self -insured Retentions. Consultant shall obtain the written approval of City for the self -insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self -insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deduct ible or self -insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
5.7 V
erification of Coverage . Prior to execution of this Agreement, Consultant shall furnish City with complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The name and address for endorsements and other insurance related matters is: City of Menifee, 29844 Haun Road, Menifee, CA 92586.
5.8 N
otice of Reduction in or Cancellation of Coverage . Consultant shall pr ovide written notice to City within ten (10) working days if: (1) any of the required insura nce policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased.
5.9 V ariation . The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected. The Contractor Administrator may,but is not required to approve in writing the submission of certificates of insurance in lieu of policy copies, in which case the Certificate of Insurance must include the following reference: City of Menifee:
Master Agreement for Professional On Call Services.
5.10 R
emedies . In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the f ollowing 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; DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Item Title: 10.19
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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 6. INDEPENDENT CONTRACTOR.
At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services and assignment of personnel pursuant to Section 2.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services. The personnel performing the Services on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided Purchase Orders, City shall not pay salaries, wages, or other compensation to Consultant for performing Services . City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to en roll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
7.2 P
revailing Wages . The Parties have determined that prevailing wage laws do not apply to this Agreement because the Services do not include construction, alteration, demolition, installation, or repair work or are otherwise exempt under California’s prevailing wage laws (Lab.
Code, § 1720 et seq.). Notwithstanding the foregoing, it is agreed by the Parties that, in connection with performance of this Agreement , including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, and/or any other similar law. Section 4, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Item Title: 10.19
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by Consultant or any party performing Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wa ges and hire apprentices); (ii) the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing under this Agreement to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
7.3 Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Consul tant represents, warrants, and covenants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, and perform the Services. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.
7.4 C
onflicts of Interest, Political Reform Act. Consultant represents, warrants , and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
7.5 A
mendments . The Parties may amend this Agreement and/or any Purchase Order only by a writing signed by all the Parties. The City Manager shall have the authority to execute amendments to this Agreement and any Purchase Order which extend the time for performance or modify the Services to be provided. Extensions of the time for performance of Services does not entitle Consultant to additional compensation to the compensation initially provided in the applicable Purchase Order.
7.6 A
ssignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Item Title: 10.19
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of Consultant’s unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.
7.7 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services; and/or d. Charge Consultant the difference between the cost to complete the Services described in the relevant Purchase Order that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 3 if Consultant had completed the Services.
SECTION 8. KEEPING AND STATUS OF RECORDS.
8.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.
8.2 L
icensing of Intellectual Property . This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non- DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Item Title: 10.19
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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.
8.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges or expenditures and disbursements charged to City for Services under this Agreement, if any for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted a ccounting principles and shall be clearly identified and readily accessible.
8.4 I
nspection and Audit of Records. Any records or documents that Section 8.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.
SECTION 9. MISCELLANEOUS PROVISIONS.
9.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorney s’ fees awarded pursuant to this Subsection shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.
9.2 A
pplicable Law, Venue. The laws of the State of California shall govern this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.
9.3 S
everability . If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.
9.4 S ection Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
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9.5 No Implied Waiver of Breach. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
9.6 S
uccessors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.
9.7 R ights and Remedies. The rights and remedies of the P arties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
9.8 I ntegration . This Agreement, including the Exhibits attached hereto, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. In the event of a conflict between this Agreement and any of the Exhibits, this Agreement shall control.
9.9 C
ounterparts . This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
9.10 E xecution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.
9.11 N
ondiscrimination . Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.
9.12 No
Third Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.
9.13 N onliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in DocuSign Envelope ID: 75280D4F-95DD-4C6E-BFD6-A3584497B6AF DocuSign Envelope ID: 7D0A8C17-D71C-435E-A0FC-6AC47719FB42 Item Title: 10.19
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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.
9.14 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.
9.15 N
o 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 any Services performed hereunder.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the P arties hereto have executed and entered into this Agreement as of the Effective Date.
CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:
Sarah Manwaring, City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
CONSULTANT
Jonis Smith, President
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
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EXHIBIT A.
EXHIBIT A
FORM OF PURCHASE ORDER
This form of Purchase Order is provided for an example only, and none of the fields set forth herein are guaranteed for any particular Services. The fields of each Purchase Order will vary based on the Services required. In no event shall the total, cumulative compensation paid to Consultant pursuant to this Agreement, including any and all Purchase Orders, exceed One Hundred Fifty Thousand Dollars and Zero Cents ($150,000.00).
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EXHIBIT B
RATE SCHEDULE
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EXHIBIT C
INVOICING REQUIREMENTS
As a government agency, the City of Menifee is responsible for monitoring all executed contract expenditures to ensure all expenses are within the approved contract budget, as well as monitor all work completed to ensure the scope of work requirements are being met on the approved contract timeline. At any time, project developers may request to view the invoices for their project and ask questions of City staff for items billed. To assist City staff and project developers, several items will be required to be submitted with each invoice in order to clearly and concisely standardize the information presented on all invoices provided by contracted consultants.
If multiple projects are being invoiced through a single billing submission, details of fiscal information for all projects are to be summarized in a table and included as part of the invoice. This table will have all projects listed with project name, project number or tract map number, purchase order number, the amount due on the current invoice for each project, the amount that was previously charged to each project purchase order, and the total amount billed to each project purchase order, as in the example below:
In addition, a full work detail will be included in each invoice. This detail will identify the name and title of the person who conducted the work, the task number/sub-number that was worked on, specific duties completed, date of work, number of hours, cost per hour, and total amount due, as in the example below:
These details will be required on all future invoices submitted.
PROJECT NAME CIP or TRACT
NO.
IP / IS No. PURCHASE
ORDER NO.
PURCHASE
ORDER VALUE
CURRENT
AMOUNT DUE
PREVIOUS
AMOUNT
BILLED
TOTAL BILLED
TO DATE
Sumac Ridge PM37668 IS22-019 04123 $ 50,000.00 $ 5,700.00 $ 10,000.00 $ 15,700.00 Underwood
Park
TM29835-2 IS21-032 04043 $ 35,000.00 $ 7,850.00 $ - $ 7,850.00 Talavera TM29777 IP15-084 03999 $ 17,500.00 $ 2,500.00 $ 15,000.00 $ 17,500.00 TOTAL AMOUNT DUE FOR THIS INVOICE: $ 16,050.00
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with D. R. Bechter Consulting for Professional On-call Services for Construction Inspection MEETING DATE: November 6, 2024
TO: Mayor and City Council
PREPARED BY: Kristen Jensen, Financial Analyst
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. 1 to the Master Agreement with D. R. Bechter Consulting for Construction Inspection Services, increasing the compensation by $60,000, for a three-year total agreement amount not-to-exceed $255,000; and
2. Authorize the Finance Department to issue individual purchase orders against the agreement.
DISCUSSION
The Public Works Engineering Division is responsible for the review and delivery of various development projects in a timely and cost-effective manner. The Public Works Construction Inspection Division works hand in hand with Engineering to ensure thorough inspection of development projects at all phases of construction. In order to do this, both divisions often utilize professional service agreements to support staff in processing more technical and specialized elements of project delivery. These on-call services include, but are not limited to, project review services for mapping, hydrological, traffic, and landscape plans, as well as construction inspection services.
On June 21, 2023, the City Council approved various Master Agreements for professional on-call services with firms previously established on an approved on-call Shortlist for Engineering. D. R.
Bechter Consulting (DR Bechter) is one of the shortlist firms initially designated to provide on-call construction inspection for the divisions.
A Master Agreement for On-Call Construction Inspection Services (“Agreement”) was initially established with DR Bechter for a three-year contract term from July 1, 2023, through June 30, 2026, and for a total agreement not-to-exceed amount of $195,000. DR Bechter’s services are used on an as-needed basis and are critical in supporting after-hour and planned night work Item Title: 10.20
Agreement Amendment with D. R. Bechter Consulting for Professional On-call Services for Construction Inspection Item Page Number: 1
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November 6, 2024
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384 of 1464
City of Menifee Staff Report
DR Bechter MA Amendment No. 1
November 6, 2024