Agenda packet, first session — Menifee City Council, March 5, 2025 (part 3 of 5)

2 5
6 6
Development Strategy. The Request for Proposals (RFP) closed on January 20, 2025, receiving a total of eight proposals. An evaluation committee of key City staff members familiarized and experienced in the requirements of the RFP, evaluated the submittals based on specific criteria and scoring parameters stated in the solicitation. Proposals were reviewed and ranked based on the qualifications and experience of the firms and their project team, service delivery approach, and cost. The average scores for the RFP evaluation summary are shown in Table 1.

TABLE 1 – RFP EVALUATION SUMMARY
Firm RFP Evaluation Score
The Natelson Group, Inc. 87.67
RSG, Inc. 85.67
MNS Engineers, Inc. 85.67
Kosmont Companies 85.00
Berry, Dunn, McNeil & Parker, LLC 84.67
Beacon Economics, LLC 83.33
A/R360 Consultants 72.67
Eli Patrick & Co. 69.00
Following the initial evaluation process, staff determined that an interview phase would be needed to make a final decision. The top four bidders with the highest bid evaluation scores were then interviewed and evaluated. The scores and cost proposals are outlined in Table 2 below. RSG, Inc. was the highest scoring during this phase and was ultimately selected for the project. The total cost for the professional services with RSG, Inc is $75,500.

TABLE 2 – RFP INTERVIEW SUMMARY
Firm Interview Evaluation Score Cost Proposal
RSG, Inc 88.67 $75,500
The Natelson Group, Inc. 81.33 $76,480
MNS Engineers, Inc. 62.00 $71,125
Kosmont Companies 47.33 $80,000
RSG, Inc. provided a proposal that was rooted in data-driven research and stakeholder community member input and engagement that focused on destination assessment, product retention, expansion, attraction and development, and prioritization of efforts that would best support the growth and competitiveness of the City’s economy. RSG, Inc. detailed five tasks to achieve the Economic Development Strategy including:
•Task 1 – Project Kick Off and Initial Economic Conditions Assessment •Task 2 – Committee Formation and Stakeholder Involvement •Task 3 – SWOT Analysis, Economic Resilience Analysis, and Economic Development Strategy Project List
•Task 4 – Draft and Final Economic Development Strategy Document •Task 5 – Present Final Economic Development Strategy Document and Facilitate EDA Approval
Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 2

Menifee Mayor and City Council
March 5, 2025
Page
394 of 831

City of Menifee Staff Report
Economic Development Strategy Agreement
March 5, 2025

Page 3 of 3 ends

2 5
6 6
Pursuant to Menifee Municipal Code § 3.12.080, the procurement of professional services is exempt from the competitive formal bidding requirements. Professional services, as defined by the Code, include specialized expertise in fields such as economic development and other professional disciplines. Contracts for these services are awarded based on the demonstrated competence and professional qualifications of the contractor, as well as the fairness and reasonableness of the cost. However, cost alone is not the determining factor in awarding these contracts, ensuring that the City selects the most qualified professionals to provide essential services in the best interest of the community.

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

STRATEGIC PLAN OBJECTIVE
Thriving Economy; the Economic Development Strategy process is designed to bring together the public and private sectors in the creation of an economic development roadmap to diversify and strengthen the regional economy.

FISCAL IMPACT
The fiscal impact of the proposed agreement with RSG, Inc. is not-to-exceed $75,500. Funding for the proposed agreement with RSG, Inc. is available within the Fiscal Year 2024/2025 Budget under One-Time Consulting Services within the General Fund, Economic Development Department (1100-ECD-652855). In addition, the City Council approved a $40,000 grant from the Federal Economic Development Agency on October 2, 2024, to partially fund this project. No additional budget appropriation action is required.

ATTACHMENTS

1. Agreement – RSG, Inc.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 3

Menifee Mayor and City Council
March 5, 2025
Page
395 of 831

2905/031858-0001
18155996.1 a07/24/24

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT

COMPREHENSIVE ECONOMIC DEVELOPMENT STRATEGY (CEDS)

UPDATE SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ______ day of __________, 2025 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and RSG , INC. , a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the “Services”). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or 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 February 12, 2025 and shall end on June 30 , 2026 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

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

1.3 A
ssignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that 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 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.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 4

Menifee Mayor and City Council
March 5, 2025
Page
396 of 831

2905/031858-0001
18155996.1 a07/24/24 -2-

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

1.6 War ranty . 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 C
ovid- 19 Safety. If Consultant enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all 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 Five Thousand Five Hundred Dollars and Zero Cents ($75,500.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this 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; Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 5

Menifee Mayor and City Council
March 5, 2025
Page
397 of 831

2905/031858-0001
18155996.1 a07/24/24 -3-

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

Invoices shall be submitted to:

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

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

2.3 R
etention 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 Servic es required have been satisfactorily performed.

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

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

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

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 6

Menifee Mayor and City Council
March 5, 2025
Page
398 of 831

2905/031858-0001
18155996.1 a07/24/24 -4-

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

SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charg es, 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 ins urance 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- Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 7

Menifee Mayor and City Council
March 5, 2025
Page
399 of 831

2905/031858-0001
18155996.1 a07/24/24 -5-

insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance. a. General requirements . Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit sha ll 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. 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. c. A
dditional 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 DOLLAR S ($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. C
laims -Made Limitations . The following provisions shall apply if the professional liability coverage is written on a claims-made form:

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 8

Menifee Mayor and City Council
March 5, 2025
Page
400 of 831

2905/031858-0001
18155996.1 a07/24/24 -6-

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

COMPREHENSIVE ECONOMIC DEVELOPMENT STRATEGY UPDATE 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. N
otice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if : (1) any of the required insura nce policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. 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. A
dditional 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 Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 9

Menifee Mayor and City Council
March 5, 2025
Page
401 of 831

2905/031858-0001
18155996.1 a07/24/24 -7-

Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non- contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

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

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

4.5 R
emedies . In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 10

Menifee Mayor and City Council
March 5, 2025
Page
402 of 831

2905/031858-0001
18155996.1 a07/24/24 -8-

c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

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

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

SECTION 6. 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 Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 11

Menifee Mayor and City Council
March 5, 2025
Page
403 of 831

2905/031858-0001
18155996.1 a07/24/24 -9-

personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement.

The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the S ervices hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the S ervices hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any 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 P
revailing 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. P
ublic 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, Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 12

Menifee Mayor and City Council
March 5, 2025
Page
404 of 831

2905/031858-0001
18155996.1 a07/24/24 -10-

and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Consultant’s failure to pay prevailing wages. b. Labor Code of California. The Consultant’s attention is directed to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html . Copies of the prevailing
rates of wages are maintained with City’s principal office and are available to any interested party on request. Consultant shall post a copy of the prevailing rate of per diem wages at each job site. (ii) Consultant is aware of and will comply with the provisions of Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to Labor Code Section 1771.4, Consultant must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.
(iii) Pursuant to Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (v) Pursuant to Labor Code Section 1813, it is stipulated hereby that Consultant shall, as a penalty to City, forfeit twenty -five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.
(vi) Consultant is aware of and will comply with the provisions of Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices. Pursuant to Section 1777.5 it is hereby stipulated that Consultant will be responsible for obtaining compliance therewith on the part of any and all sub- consultants or subcontractors employed by Consultant in connection with this Agreement.
(vii) Pursuant to Labor Code Section 1775, it is hereby stipulated that Consultant shall, as a penalty to City, forfeit not more than two -hundred dollars ($200) for each 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.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 13

Menifee Mayor and City Council
March 5, 2025
Page
405 of 831

2905/031858-0001
18155996.1 a07/24/24 -11-

c. Bidding Eligibility. Pursuant to Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. d. D IR 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. I ndemnification 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 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 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 L
icenses 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.

7.5 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.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 14

Menifee Mayor and City Council
March 5, 2025
Page
406 of 831

2905/031858-0001
18155996.1 a07/24/24 -12-

7.6 Annual Appropriation of Funding. In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Consultant acknowledges and agrees that to the extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this S ubsection 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 T ermination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.

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

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

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

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

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

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 15

Menifee Mayor and City Council
March 5, 2025
Page
407 of 831

2905/031858-0001
18155996.1 a07/24/24 -13-

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 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 and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 16

Menifee Mayor and City Council
March 5, 2025
Page
408 of 831

2905/031858-0001
18155996.1 a07/24/24 -14-

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 accou nting principles and shall be clearly identified and readily accessible.

9.4 I
nspection 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 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.

10.2 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.

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

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

10.5 N
o Implied Waiver of Breach . 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: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 17

Menifee Mayor and City Council
March 5, 2025
Page
409 of 831

2905/031858-0001
18155996.1 a07/24/24 -15-

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 C onsultant Representative. All matters under this Agreement shall be handled for Consultant by Kristen Deibel (“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 C
ity Contract Administration . This Agreement shall be administered by a City employee, Kayla Charters (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

10.9 N
otices . Any written notice to Consultant shall be sent to:

RSG, Inc.

Attn: Kristen Deibel
170 Eucalyptus Avenue, Suite 200
Vista, CA 92084
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.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 18

Menifee Mayor and City Council
March 5, 2025
Page
410 of 831

2905/031858-0001
18155996.1 a07/24/24 -16-

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

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

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

10.13 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.

10.14 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.

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

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

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

10.18 N
o Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 19

Menifee Mayor and City Council
March 5, 2025
Page
411 of 831

2905/031858-0001
18155996.1 a07/24/24 -17-

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

[Signatures on Following Page]

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 20

Menifee Mayor and City Council
March 5, 2025
Page
412 of 831

2905/031858-0001
18155996.1 a07/24/24 -18-

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, City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT

Kirsten Deibel, Creative Director/Founder

TBD

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 21

Menifee Mayor and City Council
March 5, 2025
Page
413 of 831

2905/031858-0001
18155996.1 a07/24/24
EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include Comprehensive Economic Development Strategy Update Services in the amount not to exceed Seventy Five Thousand Five Hundred Dollars and Zero Cents ($75,500.00) as further detailed in the following page(s).

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 22

Menifee Mayor and City Council
March 5, 2025
Page
414 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 23

Menifee Mayor and City Council
March 5, 2025
Page
415 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 24

Menifee Mayor and City Council
March 5, 2025
Page
416 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 25

Menifee Mayor and City Council
March 5, 2025
Page
417 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 26

Menifee Mayor and City Council
March 5, 2025
Page
418 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 27

Menifee Mayor and City Council
March 5, 2025
Page
419 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 28

Menifee Mayor and City Council
March 5, 2025
Page
420 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 29

Menifee Mayor and City Council
March 5, 2025
Page
421 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 30

Menifee Mayor and City Council
March 5, 2025
Page
422 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 31

Menifee Mayor and City Council
March 5, 2025
Page
423 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 32

Menifee Mayor and City Council
March 5, 2025
Page
424 of 831

2905/031858-0001
18155996.1 a07/24/24
EXHIBIT A.

Item Title: 10.12
Bid Award and Agreement with RSG, Inc. for Economic Development Strategy Consulting Services Item Page Number: 33

Menifee Mayor and City Council
March 5, 2025
Page
425 of 831

CITY OF MENIFEE
SUBJECT: Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park
MEETING DATE: March 5, 2025
TO: Mayor and City Council
PREPARED BY: Kori Jones, Senior Management Analyst
REVIEWED BY: Rebekah Kramer, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Professional Services Agreement with EPD Solutions, Inc. for Environmental Consulting Services in an amount not-to-exceed $125,035 for Capital Improvement Program (CIP) Project No. 24-16, Quail Valley Park Development.

DISCUSSION
In September 2024, homeowners in the Canyon Heights area of Quail Valley reached a consensus through their homeowners association to donate a privately-held parcel to the City for development and maintenance as a public park. This parcel, approximately 10 acres in size, is designated as parkland in the Canyon Heights Specific Plan adopted by Riverside County in 2003.

Currently unmaintained and inaccessible to the public, the City aims to revitalize the property to establish the first public park within the Quail Valley community. City staff is actively working alongside the Canyon Heights Homeowners Association (HOA) to finalize this land transfer through a formal Donation Agreement, which is expected to be presented for Council approval in Spring 2025.

The site of the future Quail Valley Nature Park, funded under Capital Improvement Project No. 24-16, is located South of Newport Drive and North of the Canyon Heights Community. This nature-themed park would contain recreation opportunities as well as an expansive open space suitable for nature walks and future Park Ranger interpretive programs. The park design would integrate existing natural features including pathways, native trees, and climbing rocks to help connect recreation with environmental stewardship. Additionally, adaptive elements would be incorporated to ensure accessibility for visitors of all ages and abilities. A map of the project site included in the attached project location and provided in Image 1 on the following page.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 1

Menifee Mayor and City Council
March 5, 2025
Page
426 of 831

City of Menifee Staff Report
Quail Valley Nature Park Environmental Review Services
March 5, 2025

Page 2 of 4 ends

2 5
7 2
IMAGE 1 – PROJECT LOCATION
The development of Quail Valley Nature Park is a vital step in meeting key objectives outlined in the City's Parks Master Plan and General Plan. This project enhances Menifee’s ability to meet national park access standards by providing at least five acres of parkland per 1,000 residents and ensuring all residents have access to a public park within five miles. As one of Menifee’s oldest communities, Quail Valley has historically lacked accessible parkland, making this investment particularly significant. Additionally, the park would provide low-cost or free recreational programs, fostering inclusivity and environmental stewardship while expanding the City’s parkland inventory.

On October 7, 2024, the Community Services Department received notification that its grant application under the Outdoor Legacy Recreation Program (OLRP) was selected for funding. This federal grant, administered by the National Parks Service through the California State Parks Department, awards Menifee $750,000 with a required City match, creating a total project budget of $1.5 million. The matching funds for CIP 24-16 are allocated from Development Impact Fees and Quimby (Local Park) development fees.

As a condition of the grant, the City must complete an environmental assessment, including compliance with the California Environmental Quality Act (CEQA) and Section 106 Cultural Resources Assessment. Grant technical advisors confirmed that the project qualifies for a National Environmental Policy Act (NEPA) exclusion. Staff continues to coordinate with the Canyon Heights HOA to access the property and meet project milestones. Environmental review, survey, and design phases would be funded by City matching funds, while the majority of construction costs would be reimbursed through the OLRP grant program.

In accordance with purchasing best practices and with assistance from the Finance Department, staff implemented the Request for Quote (RFQ) process by reaching out to environmental consulting firms on the City’s Environmental Services On-Call List. The current on-call list was derived from RFQ No. 2022-01 completed in FY 2021/2022. The term of the on-call list was approved by City Council on June 19, 2024 to be valid through FY 2025/26.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 2

Menifee Mayor and City Council
March 5, 2025
Page
427 of 831

City of Menifee Staff Report
Quail Valley Nature Park Environmental Review Services
March 5, 2025

Page 3 of 4 ends

2 5
7 2
The scope of work for this project includes environmental studies as required under the federal grant. The City received one proposal from sole bidder, EPD Solutions Inc., as listed in Table 1 below.

TABLE 1 – RFQ RESULTS
Task Description EPD Solutions
Project Initiation $ 5,680
Technical Studies $ 17,060
CEQA Exemption $ 17,170
Meeting and Public Hearings $ 8,865
Project Management $ 14,280
Optional As-Needed Studies (ex. Air, Noise,
Greenhouse Gas, Traffic Impact)
$ 61,980
Total $ 125,035
Under the California Government Code Section 4526 local agencies are required to select professional services for architectural, landscape architectural, engineering, environmental, land surveying, or construction project management solely on the basis of demonstrated competence and professional qualifications.

After a thorough review of proposal, consultant interview, and negotiation of final pricing, staff recommends awarding an agreement with EPD Solutions due to their thorough proposal, responsiveness, expertise, and their previous experience providing environmental services through the Planning Department.

For reference, the anticipated project timeline for this capital project is as follows:
•Spring 2025: Ownership transfer finalized by Donation Agreement •Fall/Winter 2025: Environmental requirements completed •Winter 2025: Grant acceptance finalized
•Winter 2025/Spring 2026: Community workshops and park design •Winter 2026: Park construction completed

STRATEGIC PLAN OBJECTIVE
Community Engagement and Social Infrastructure

FISCAL IMPACT
The total cost of the Professional Services Agreement with EPD Solutions, Inc. is $125,035.

These funds are available within the existing project budget, as detailed on the following page in Table 2.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 3

Menifee Mayor and City Council
March 5, 2025
Page
428 of 831

City of Menifee Staff Report
Quail Valley Nature Park Environmental Review Services
March 5, 2025

Page 4 of 4 ends

2 5
7 2
TABLE 2 – CIP 24-16 FUNDING AVAILABILITY
Funding Source Project Budget Available Balance Amount Requested 2620 – Local Park $ 701,465 $ 668,272 $ 125,035 2511 – DIF 17 Parks $ 6,800 $ 6,800 $ - 2522 – DIF Citywide
Park Improvements
$ 41,735 $ 41,735 $ -
2301 – Anticipated
Grant Funding
$ 750,000 $ - $ -
Total $ 1,500,000 $ 716,807 $ 125,035
No additional budget appropriations are required for this action.

ATTACHMENTS

1. Project Location Map

2. Agreement – EPD Solutions, Inc.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 4

Menifee Mayor and City Council
March 5, 2025
Page
429 of 831

C a n y o n H e i g h t s D r
Sierra Dr
Wells Pl
Mountain View Pl
C
o n n
e
c t ic u
t
D
r
Silver
Summit Ct
E s c a l a n t e R d
P i n n a c a l e C o r e y C t
C
h
e
y
e
n
n
e
C
a
n
y
o
n
D
r
V
e
r
m
illio
n
L
n
Lodge Dr
Norma Dr
Cypress Pl
Newport Dr

LAKE ELSINORE
PERRIS

CANYON LAKE
G o e
tz
R
d
N o r m a n d y R d
N e w p o r t
R
d
R a i l r o a d C a n y o n R d
Project Site
0 0.05 0.1
Miles
Path: E:\Project_Specific_Maps\Canyon Heights Map\Canyon Heights Map\Canyon Heights Survey Area Map.aprx Date: 2/21/2025 Quail Valley Park
Project Location Map
Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 5

Menifee Mayor and City Council
March 5, 2025
Page
430 of 831

2905/031858-0001
18155996.1 a01/22/25

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT

ENVIRONMENTAL DOCUMENTATION AND TECHNICAL SERVICES FOR
CIP 24-16 QUAIL VALLEY PARK
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ______ day of __________, 2025 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal co rporation, (“ City”) and EPD SOLUTIONS, 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. 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 “S ervices”). Consultant will perfo rm subsequent task orders as requested by the Contract Administrator (as defi ned below), in accordance with the Scope of Services. In the event of a conf lict 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 March 5, 2025 and shall end on June 30, 2028 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 term inate this Agreement, as provided for in Section 8.

1.2 Standard of Performance. Consultant repr esents 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 practiti oner of the profession in which Consultant is engaged in the geographical area in which Consulta nt 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 C onsultant’s obligations hereunder.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 6

Menifee Mayor and City Council
March 5, 2025
Page
431 of 831

2905/031858-0001
18155996.1 a01/22/25 -2-

1.6 Warranty. By executing this Agreement, C onsultant warrants that Consultant (i) has thoroughly investigated and co nsidered 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, prot ocols, and best practices rela ted to the COVID-19 pandemic, including, but not limited to: (A ) wearing facial cove rings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed One Hundred Twenty Five Thousand Thirty Five Dollars and Zero Cents ($125,035.00) 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, regard ing the amount of compensation, th is 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 Se rvices rendered pursuant to this Agreement. Cons ultant shall submit all invoices to City in the manner specified herein. Except as sp ecifically 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 ba lance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a co py 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 th is Agreement by Consultant and each employee, agent, and subcont ractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 7

Menifee Mayor and City Council
March 5, 2025
Page
432 of 831

2905/031858-0001
18155996.1 a01/22/25 -3-

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

Invoices shall be submitted to:

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

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and fo r 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. Consu ltant 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 sixt y (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 obligati ons 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 th e 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 i nvoice for an amount in excess of the maximum amount of compensation pr ovided 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 pe rformed 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.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 8

Menifee Mayor and City Council
March 5, 2025
Page
433 of 831

2905/031858-0001
18155996.1 a01/22/25 -4-

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

SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility or equipment that may involve incurring any di rect expense, including but not li mited to computer, long-distance telepho ne 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 ha s obtained or currently maintains insurance that meets the requirements of this Section and which is satisfacto ry, in all respects, to City. Consultant shall maintain the insurance po licies required by this S ection 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 ag ent to commence work on any subcontract until Consultant has obtained all insu rance 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 ex ecution. 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 co nstrued as limiting in any way th e extent to which Consultant may be held responsible for the payment of da mages to any persons or property resulting from Consultant activities or the activ ities of any person or persons fo r 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- Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 9

Menifee Mayor and City Council
March 5, 2025
Page
434 of 831

2905/031858-0001
18155996.1 a01/22/25 -5-

insurance is provided, shall waive all rights of subr ogation against City and its officers, officials, employees, and authorized volunteers for loss ar ising from the Services performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DO LLARS ($1,000,000.00) per o ccurrence, 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 re sulting 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. Commerci al 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 of ficers, 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 Agreemen t 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-FIV E 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:

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 10

Menifee Mayor and City Council
March 5, 2025
Page
435 of 831

2905/031858-0001
18155996.1 a01/22/25 -6-

(i) The retroactive date of the polic y must be shown and must be no later than the commencement of the Services.
(ii) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the e xpiration 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 rene wed and it is not replaced with another claims-made policy form with a retroactive date that preced es 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 Agre ement 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 requir ements must be submitted to City prior to the commencement of the Services under this Agreement.

ENVIRONMENTAL DOCUMENTATION AND TECHNICAL SE RVICES FOR CIP 24- 16 QUAIL VALLEY PARK. 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 Cancellati on of Coverage. Consultant shall provide written notice to City within ten (10) wo rking 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 Servi ces performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; pr oducts and completed operations of Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 11

Menifee Mayor and City Council
March 5, 2025
Page
436 of 831

2905/031858-0001
18155996.1 a01/22/25 -7-

Consultant, as applicable; prem ises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
e. Deductibles and Self-Insured Retenti ons. 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 Ad ministrator, Consultant may incr ease such deductibles or self- insured retentions with respect to City, its of ficers, employees, agents , and volunteers. The Contract Administrator may condi tion 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, a nd defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall in clude all subcontractors as insureds under its policies or shall furnish separate ce rtificates and certified endorsements for each subcontractor. All coverages for subcontractors sha ll 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 fo regoing 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 a ny 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 here in required, City may, at its sole option, exerci se 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 unde r 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 Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 12

Menifee Mayor and City Council
March 5, 2025
Page
437 of 831

2905/031858-0001
18155996.1 a01/22/25 -8-

c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Profe ssional 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 offi cers, 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 la w, 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, th e legal costs of counsel retained by City) and any judgmen t (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, empl oyees, or subcontractor s (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 Profes sional Liability. Other than in the performance of professional services and to the full extent permitt ed 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 Cons ultant 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 Desi gn 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 inde mnify 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 provisi ons of this Section 5 do not apply to claims occurring as a result of City’s sole or acti ve 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 Agreem ent, Consultant shall be an independent contractor and shall not be an em ployee 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 Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 13

Menifee Mayor and City Council
March 5, 2025
Page
438 of 831

2905/031858-0001
18155996.1 a01/22/25 -9-

personnel pursuant to Subsection 1.3; however, othe rwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement.

The personnel performing the Servic es 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 office rs, 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 Ag reement, City shall not pay salaries, wages, or other compensation to Consulta nt for performing the Services he reunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereund er. Notwithstanding any other C ity, state, or federal policy, rule, regulation, law, or ordinance to the contra ry, Consultant and any of its employees, agents, and subcontractors providing serv ices under this Agreement shal l not qualify for or become entitled to any compensation, bene fit, or any incident of employm ent by City, in cluding 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 requ ired under this Agreement unless such person is properly documented and legally entitled to be employed within the Unite d States. Consultant acknowledges and agrees that it shall be indepe ndently responsible for re viewing the applicable laws and regulations and effectua ting compliance with such laws. Consultant shall require the same of all subcontractors.

7.3 Prevailing Wages. Consultant acknowle dges and agrees th at it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws, includi ng, 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 acknowl edges and agrees that City has never previously affirmatively represen ted to Consultant, its em ployees 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 la w), if any, Consultant shall b ear all risks of payment or non- payment of state and/or federa l prevailing wages and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be enact ed, adopted or amended from time to time, Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 14

Menifee Mayor and City Council
March 5, 2025
Page
439 of 831

2905/031858-0001
18155996.1 a01/22/25 -10-

and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Consultant’s failure to pay prevailing wages. b. Labor Code of California. The Consultant’s attention is directed to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the Labor Code, City has found and determined the general prevaili ng rates of wages in the locality in which the public work is to be performed are those determined by the Direct or 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 18 10, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to Labor Code S ection 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 compensa tion 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 18 13, 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 Consulta nt 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 dolla rs ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Rela tions for the work or craft in which the worker is employed for the Services by Consultant or any sub-consultant or subcontractor.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 15

Menifee Mayor and City Council
March 5, 2025
Page
440 of 831

2905/031858-0001
18155996.1 a01/22/25 -11-

c. Bidding Eligibility. Pursuant to Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. d. DIR Monitoring. Pursuant to Labo r Code Section 1771.4, Consultant is hereby notified that this projec t is subject to compliance m onitoring 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 applicab le local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (inc luding, without limitation, the requirement to pay state prev ailing 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 em ployees, 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. C onsultant 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 t imes during the term of this Agreement any licenses, permits, and approvals th at are legally required to practi ce 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 Agreemen t 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 ar ise from or are necessa ry 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 obta in any interest, direct or indir ect, 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 determin ation, 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.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 16

Menifee Mayor and City Council
March 5, 2025
Page
441 of 831

2905/031858-0001
18155996.1 a01/22/25 -12-

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

SECTION 8. TERMINATION AND MODIFICATION.

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

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

8.3 Consequences of Termination. In the even t of termination, C onsultant 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 discre tion, extend the end date of this Agreement beyond that provided for in Subs ection 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 sh all have no obligation to provide Consultant with compensation beyond the ma ximum amount provided for in this Agreemen t. 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 a nd is based upon a determination of Consultant’s unique persona l competence, experi ence, 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 leav e Consultant’s employ, Consultant shall notify City immediately.

8.7 Survival. All obligations ar ising prior to the expirati on 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.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 17

Menifee Mayor and City Council
March 5, 2025
Page
442 of 831

2905/031858-0001
18155996.1 a01/22/25 -13-

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 limite d to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, draw ings, 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 Agreemen t. 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 releas ed to third parties wit hout 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 C onsultant under this Ag reement (“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 th at 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 de sign professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 18

Menifee Mayor and City Council
March 5, 2025
Page
443 of 831

2905/031858-0001
18155996.1 a01/22/25 -14-

9.3 Consultant’s Books and Records. Consu ltant shall ma intain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Se rvices or expenditures and dis bursements 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 pr inciples 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 fo r inspection, audit, and/or copying at any time during regular business hours, upon oral or writt en request of City.

Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DO LLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Aud itor, at the request of C ity 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’ f ees and expenses including costs, in addition to any other relief to which that Pa rty may be entitled; provided, howev er, 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 sp ent by the prevailing Part y 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 Agr eement 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. Th e section headings and subheadings contained in this Agreement are included for co nvenience 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 Part y 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: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 19

Menifee Mayor and City Council
March 5, 2025
Page
444 of 831

2905/031858-0001
18155996.1 a01/22/25 -15-

and shall not be a waiver of any other default co ncerning 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 Jeremy Krout, President/CEO (“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 Represen tative shall supervise and direct the Services, using his best skill and attenti on, and shall be responsible for al l means, method s, techniques, sequences, and procedures and for the satisfactor y coordination of all por tions of the Services under this Agreement.

10.8 City Contract Administration. This Ag reement shall be administered by a City employee, Kori Jones , Sr. Management Analyst (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all pur poses 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:

EPD SOLUTIONS, INC
Attn: Jeremy Krout, President/CEO
3333 Michelson Dr., Suite 500
Irvine, CA 92612
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Kori Jones, Sr. Management Analyst
with a copy to:

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

10.10 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/s ealed 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 Profes sional with report/design respons ibility,” as in the following example.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 20

Menifee Mayor and City Council
March 5, 2025
Page
445 of 831

2905/031858-0001
18155996.1 a01/22/25 -16-

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

10.11 Rights and Remedies. Except with respec t to rights and re medies expressly declared to be exclusive in this Agreement, th e 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 serv ices 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 Agreem ent shall be construed in accord ance 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 execu ted 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 sa id Party, (iii) by so executing this Agreement, such Party is formally bound to the provi sions 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 includi ng, 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 C ity 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 financia l 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: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 21

Menifee Mayor and City Council
March 5, 2025
Page
446 of 831

2905/031858-0001
18155996.1 a01/22/25 -17-

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 o fficial 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: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 22

Menifee Mayor and City Council
March 5, 2025
Page
447 of 831

2905/031858-0001
18155996.1 a01/22/25 -18-

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

CITY OF MENIFEE

Armando Villa, City Manager

Attest:

Stephanie Roseen, City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT

Jeremy Krout, President/CEO

Konnie Dobreva, VP of Environmental
Planning

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

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 23

Menifee Mayor and City Council
March 5, 2025
Page
448 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include ENVIRONMENTAL DOCUMEN TATION AND TECHNICAL SERVICES FOR CIP 24- 16 QUAIL VALLEY PARK services in the amount not to exceed One Hundred Twenty Five Thousand Thirty Five Dollars and Zero Cents ($125,035.00) as further detailed in the following page(s).

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 24

Menifee Mayor and City Council
March 5, 2025
Page
449 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 25

Menifee Mayor and City Council
March 5, 2025
Page
450 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 26

Menifee Mayor and City Council
March 5, 2025
Page
451 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 27

Menifee Mayor and City Council
March 5, 2025
Page
452 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 28

Menifee Mayor and City Council
March 5, 2025
Page
453 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 29

Menifee Mayor and City Council
March 5, 2025
Page
454 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 30

Menifee Mayor and City Council
March 5, 2025
Page
455 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 31

Menifee Mayor and City Council
March 5, 2025
Page
456 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 32

Menifee Mayor and City Council
March 5, 2025
Page
457 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 33

Menifee Mayor and City Council
March 5, 2025
Page
458 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 34

Menifee Mayor and City Council
March 5, 2025
Page
459 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 35

Menifee Mayor and City Council
March 5, 2025
Page
460 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 36

Menifee Mayor and City Council
March 5, 2025
Page
461 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 37

Menifee Mayor and City Council
March 5, 2025
Page
462 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 38

Menifee Mayor and City Council
March 5, 2025
Page
463 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 39

Menifee Mayor and City Council
March 5, 2025
Page
464 of 831

2905/031858-0001
18155996.1 a00/00/00 EXHIBIT A.

Item Title: 10.13
Agreement with EPD Solutions, Inc. for Environmental Review Services for Quail Valley Nature Park Item Page Number: 40

Menifee Mayor and City Council
March 5, 2025
Page
465 of 831

CITY OF MENIFEE
SUBJECT: Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution
MEETING DATE: March 5, 2025
TO: Mayor and City Council
PREPARED BY: Ross Sublett, Management Analyst
REVIEWED BY: Michelle Sarkissian, Acting Chief Information Officer APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a one-year agreement with Apace Systems Corporation (“Apace Systems”) for a digital media management, equipment and storage solution, in an amount not-to-exceed $41,848.75 through December 31, 2025; and

2. Authorize the City Manager to execute up to four one-year extensions in an amount not-to- exceed $47,153.97.

DISCUSSION
The Information Technology Department (“IT Department”) manages data storage solutions for all City departments, ensuring efficient and secure handling of the City’s growing digital assets.

As the City continues to expand, so do its storage needs, particularly with the increasing volume of digital media produced to engage residents and document Menifee’s journey to becoming a vibrant community. To meet these demands, the IT Department has identified a media management, equipment and storage solution that more effectively manages and houses the City’s media data while reducing overall costs.

Background
Apace Systems is an on-premises storage and management system that allows for the storage of media such as photos and videos-on a dedicated server, allowing multiple departments to efficiently search for and track shared content. The proposed contract would include both the physical equipment, and the software needed to operate the storage platform. By migrating large media files to Apace Systems, the City would free up space on its current shared drives.

Additionally, this system can support direct video-editing functions without requiring staff to download copies to work on.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 1

Menifee Mayor and City Council
March 5, 2025
Page
466 of 831

City of Menifee Staff Report
Agreement with Apace Systems for the Media Management Equipment and Storage Solution February 19, 2025

Page 2 of 3 ends

2 5
1 2
Apace Systems Solutions offers a secure, centralized platform for the City Executive Office (CEO) - Communications Division, Police Department, Economic Development Department, and other City departments to efficiently share and edit media. This dedicated system enhances accessibility across departments by utilizing an advanced front-end interface with metadata- based search and tagging capabilities. By streamlining media management, it minimizes the risk of file loss, simplifies raw data retrieval, and promotes a more collaborative and efficient workspace for all media teams.

Acquisition of Product
The City needs a streamlined and accessible video repository to accommodate growing content demands. The current storage system has quickly reached capacity due to increased production by the CEO - Communications Division. Public meeting recordings and final media products must be preserved under the City's "forever" retention policy. Additionally, approximately 26 terabytes of media are currently stored on USB drives and other external devices, making file sharing cumbersome and increasing the risk of data loss.

Apace Systems would allow for the consolidation of all media, both existing and newly created- into a single, shared secure platform tailored to the needs of the Communications Division as well as other departments. This would facilitate broadcast-quality, content production, data security and backup, compliance with the City’s Retention Policy, and automated purging of data once it is no longer needed.

Apace Systems has been used by the City of Riverside for 10 years to support a mature television and media program. The IT - Digital Production Division took a hands-on approach to the software with staff from the City of Riverside. Together with on-line demos from Apace Systems, staff determined that the total solution offered would best suit the needs of our media demands in the City of Menifee and meet our budgetary requirements. Apace Systems provides solutions that are tailored and aligned with the City’s workflow applications for real-time video editing technical requirements and storage capabilities that no other vendor could provide us with.

A one-time server acquisition from Apace Systems would cost $34,648.75 and the discounted software subscription would cost $7,200.00 for a total not-to-exceed amount of $41,848.75 for the initial year of service. The proposed contract includes an option for four additional years, with a subscription cost of $11,150.00 in the first year and a 5% annual increase over the four-year period.

Cost Savings
Apace Systems solutions would be able to store 10 terabytes of data from our current infrastructure, which costs $3,600.00 annually to back up. There are also 26 terabytes of additional data contained on USB drives, which would cost $9,360.00 annually to secure through our existing backup solution. By moving and storing data onto Apace Systems, the cost will be $11,150.00, as opposed to $12,960.00 through the City’s current storage system while offering the significant benefit of additional space for storage in the future without increasing costs.

Apace’s integrated hardware and software delivers a more cost-effective solution while offering expanded storage capacity and advanced video-editing features that are not available in our current solution. Additionally, a five-year contract locks in a competitive rate and ensures the long- term security of our media.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 2

Menifee Mayor and City Council
March 5, 2025
Page
467 of 831

City of Menifee Staff Report
Agreement with Apace Systems for the Media Management Equipment and Storage Solution February 19, 2025

Page 3 of 3 ends

2 5
1 2

STRATEGIC PLAN OBJECTIVE
Regular City Business

FISCAL IMPACT
The fiscal impact for the proposed agreement with Apace Systems is not-to-exceed $41,848.75 for FY 2024/2025, while individual agreements not-to-exceed $12,568.38 would be issued per year thereafter. Funding for the proposed agreement with Apace Systems is available within the FY 2024/2025 budget in the IT Fund, Operations Division for the ongoing cost of $7,200.00 (1110- ITD-OPER-651353) and in the Public, Educational, and Governmental Fund for the one-time cost of $34,648.75 (2340-ITD-ITAD-653155). Funding for future fiscal years shall be budgeted as part of their respective year’s budget. No additional budget appropriation action is required. A breakdown of the cost by the fiscal year is shown in Table 1.

TABLE 1 – ALLOCATIONS BY FISCAL YEAR
Fiscal Year Description Amount
FY 2024/2025 Initial Contract $41,848.72
FY 2025/2026 Optional Year 1 $11,150.00
FY 2026/2027 Optional Year 2 $11,484.50
FY 2027/2028 Optional Year 3 $11,951.09
FY 2028/2029 Optional Year 4 $12,568.38
Total: $89,002.72

ATTACHMENTS

1. Professional Services Agreement – Apace Systems
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 3

Menifee Mayor and City Council
March 5, 2025
Page
468 of 831

CITY OF MENIFEE

SOFTWARE SERVICES AGREEMENT

APACE HARDWARE, SOFTWARE SUBSCRIPTION AND MAINTENANCE

SERVICES
THIS SOFTWARE SERVICES AGREEMENT (“Agreement”) is made and effective this ______ day of __________, 2025 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and APACE SYSTEMS CORPORATION. a California Corporation (“Provider”). City and Provider may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.” In consultation with the California Public Contract Code, the California Labor Code, and other applicable laws relating to the performance of public work, the Parties agree that the services to be performed hereunder do not involve a “public work” as that term is defined in applicable law.

SECTION 1. SERVICES.

Subject to the terms and conditions set forth in this Agreement, Provider 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”). 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 January 1, 2025 and shall end on December 31, 2025 (“Initial Term”). Upon termination of the Initial Term, this Agreement shall automatically renew for one (1) additional one (1) year term (“First Renewal Term”). Upon termination of the First Renewal Term, if it occurs, this Agreement shall automatically renew for one (1) additional one (1) year term (“Second Renewal Term”). Upon termination of the Second Renewal Term, if it occurs, this Agreement shall automatically renew for one (1) additional one (1) year term (“Third Renewal Term”). Upon termination of the Third Renewal Term, if it occurs, this Agreement shall automatically renew for one (1) additional one (1) year term (“Fourth Renewal Term”). The First Renewal Term, Second Renewal Term, Third Renewal Term and Fourth Renewal Term shall each individually be referred to as a “Renewal Term” and collectively as the “Renewal Terms.” The word “term” shall refer to the Initial Term and any renewal term which actually occurs. This Section 1.1 shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.2 Standard of Performance. Provider represents and warrants that Provider is a provider of first class work and services and Provider is experienced in performing the Services contemplated herein and, in light of such status and experience, Provider 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 Provider is engaged in the geographical area in which Provider practices its profession and to the sole satisfaction of the Contract Administrator.

1.3 Assignment of Personnel.
a. All Services. Provider 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 Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 4

Menifee Mayor and City Council
March 5, 2025
Page
469 of 831

-2-
the term of this Agreement, desires the reassignment of any such persons, Provider shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. To the fullest extent feasible, Provider shall maintain a consistent staff and shall minimize staff changes or turnover on the Services. Provider shall keep a list of assigned personnel to the Services and shall provide such list to the City upon execution of this Agreement and later upon reasonable request.
b. Law Enforcement Services. If the Services are designed and procured for or on behalf of the Menifee Police Department, Provider shall comply with all applicable California Law Enforcement Telecommunications Services (CLETS) requirements including but not limited to requiring assigned personnel to undergo required background checks when directed by the City.

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

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

1.6 Warranty. By executing this Agreement, Provider warrants that Provider (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 Cyber Security Incident and Data Breach Notification: In the event of a cyber security incident or a data breach (each an "incident"), as such cyber security incident or data breaches are defined by applicable law, which may detrimentally impact City’s information technology network, Provider will report said incident by the fastest means available and also in writing, within forty-eight (48) hours after Provider reasonably believes that there has been a such incident has occurred. The notification shall identify (a) the nature of the incident; (b) the data accessed, used, or disclosed; (c) the persons who accessed, used, disclosed, or received the data; (d) Provider’s approach to quarantine or mitigate the incident; and (e) what corrective action Provider will take or has taken to prevent future incidents. Provider will provide daily, or more frequently where requested by City, regarding findings and actions performed by Provider until the cyber security incident has been effectively resolved to your satisfaction. Provider will quarantine the incident to ensure secure access to data, and repair the Services as needed to recover from the incident. Provider shall conduct an investigation of the incident and share the report of the investigation with City. After any significant incident determined in City’s reasonable discretion to be catastrophic and material, Provider will at its expense have an independent, industry-recognized, City-approved third party perform an information security audit. The audit results shall be shared with City within seven (7) days of Provider’s receipt of such results. Upon Provider receiving the results of the audit, Provider will provide City with written evidence of planned remediation within thirty (30) days and promptly modify its security measures in order to meet its obligations under this Agreement. Section 5, Indemnification shall specifically apply to Claims (defined below) arising from cyber security incidents or data breaches which impact City’s information systems network through Provider’s network, system, or Services.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 5

Menifee Mayor and City Council
March 5, 2025
Page
470 of 831

-3-

1.8 SOC Compliance. Where Provider is required by law to attain and maintain System & Organizational Controls (“SOC”)1 and SOC 2 compliance, or its equivalent, for the Services, Provider shall maintain such compliance for the duration of the Agreement, and shall provide a copy of Provider’s SOC 1 Type 2 and SOC 2 Type 2 compliance reports to City within thirty (30) days of execution of the Agreement and annually thereafter within thirty (30) days of such reports being received by Provider.

1.9 City Policies. Provider shall comply with the City policy or policies attached hereto as Exhibit “B” and incorporated herein by this reference.

1.10 Change in Control. Provider shall provide written notice to City of major changes in control of Provider’s enterprise including mergers, sales, and any other occurrence resulting in a change of more than fifty percent (50%) of Provider’s ownership or executives. City may, in its sole discretion, elect to terminate this Agreement pursuant to Section 8 hereof as a result of a change in control of Provider’s enterprise.

SECTION 2. COMPENSATION.

City hereby agrees to pay Provider a sum not to exceed the following amounts:

Initial Term: Forty One Thousand Eight Hundred Forty Eight Dollars and Seventy Five Cents ($41,848.75)
First Renewal Term (if it occurs): Eleven Thousand One Hundred Fifty Dollars and Four Cents ($11,150.00)
Second Renewal Term (if it occurs): Eleven Thousand Four Hundred Eighty Four Dollars and Fifty Cents ($11,484.50)
Third Renewal Term (if it occurs): Eleven Thousand Nine Hundred Fifty One Dollars and Nine Cents ($11,951.09)
Fourth Renewal Term (if it occurs): Twelve Thousand Five Hundred Sixty Eight Dollars and Thirty Eight Cents ($12,568.38)
The above not to exceed amounts shall apply notwithstanding any contrary indications that may be contained in Provider’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 Provider 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 Provider for the Services rendered pursuant to this Agreement. Provider shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Provider shall not bill City for duplicate services performed by more than one person.

2.1 Invoices. Provider 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:

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 6

Menifee Mayor and City Council
March 5, 2025
Page
471 of 831

-4-
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 Provider and each employee, agent, and subcontractor of Provider performing the Services hereunder necessary to complete the Services described in Exhibit “A”; f. Receipts for expenses to be reimbursed;
g. The Provider Representative’s signature.

Invoices shall be submitted to:

City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586
[email protected]

2.3 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Provider 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 Provider 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.

2.4 Hourly Fees. Fees for the Services performed by Provider on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit “A” (if applicable).

When the Services involve fees on an hourly or other time-basis, Provider shall only perform such Services to thresholds approved in advance in writing by the Contract Administrator.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 7

Menifee Mayor and City Council
March 5, 2025
Page
472 of 831

-5-

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

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

2.7 Payment upon Termination. In the event that City or Provider terminates this Agreement pursuant to Section 8, City shall compensate Provider 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. Provider shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

2.8 Service Level Commitment. This Section shall only apply to Services which involve the provision or availability of a network, system, platform, or other asset by Provider to City (each an “Online Asset”). In the event an Online Asset is unavailable to City in the percentages listed below, City shall receive the corresponding deduction from the compensation otherwise due to Provider for the Online Asset for the monthly payment following the unavailability. The service level commitment required by this Section 2.8 does not include unavailability of Online Assets due to regularly scheduled maintenance where written notice of the unavailability is provided by Provider to City at least twenty-four (24) hours before the unavailability.

Percentage Unavailable* Discount from Cost of Online Asset 98% - 100% None
90% - 97% 5%
80% - 90% 10%
75% - 80% 25%
74% and less 100%
*Decimals will be rounded to the nearest whole number.

In addition to the foregoing, Provider shall schedule and attend a quarterly service level review meeting with the Contract Administrator or designee. The Contract Administrator may consent in writing to cancelling any particular meeting or meetings.

SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Provider shall, at its sole cost and expense, provide all facilities, services, accessories, and equipment necessary to perform the services required by this Agreement. City shall make available to Provider only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Provider’s use while Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 8

Menifee Mayor and City Council
March 5, 2025
Page
473 of 831

-6-
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, internet, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INTENTIONALLY OMITTED.

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, Provider 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 Provider and expert fees and expenses of investigation, costs of whatever kind and nature and, if Provider 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 Provider, its officers, agents, employees, or subcontractors (or any entity or individual that Provider 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, Provider 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 Provider or by any individual or entity for which Provider is legally liable, including but not limited to officers, agents, employees or subcontractors of Provider. This requirement encompasses, without limitation, Claims arising from cyber security incidents arising out of Provider’s performance of the Agreement, and copyright, intellectual property, or patent Claims related to Provider’s provision of the Services.

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 Provider if Provider 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 Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 9

Menifee Mayor and City Council
March 5, 2025
Page
474 of 831

-7-
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, Provider shall be an independent contractor and shall not be an employee of City. City shall have the right to control Provider 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 Provider accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Provider shall at all times be under Provider’s exclusive direction and control. Provider 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. Provider 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 Provider as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Provider for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Provider 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, Provider 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. Provider and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Provider 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. Provider acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Provider shall require the same of all subcontractors.

7.3 Cybersecurity Compliance. Without limiting Section 7.2 hereof, Provider shall comply with all applicable rules and regulations related to cybersecurity, including but not limited to the National Institute of Standards and Technology (NIST) security standards, Payment Card Industry (PCI) security standards, Personally Identifiable Information (PII) security standards, the Health Insurance Portability and Accountability Act (where applicable), and the California Privacy Rights Act (CPRA.)
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 10

Menifee Mayor and City Council
March 5, 2025
Page
475 of 831

-8-

7.4 Prevailing Wages. Provider 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 applicable to public works contracts. Provider shall bear all risks of payment or non- payment of prevailing wages under California law and/or the implementation of California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Provider 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 California Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Provider or any party performing the Services to provide any required disclosure or identification as required by California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

7.5 Licenses and Permits, Fees and Assessments. Provider represents, warrants, and covenants to City that Provider 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. Provider represents, warrants, and covenants to City that Provider 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, Provider and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Provider 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 Provider’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.

7.6 Conflicts of Interest, Political Reform Act. Provider represents, warrants, and covenants that Provider presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Provider’s obligations and responsibilities under this Agreement. Provider further agrees that while this Agreement is in effect, Provider 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 Provider’s obligations and responsibilities under this Agreement. Provider acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Provider 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, Provider 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, Provider 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.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 11

Menifee Mayor and City Council
March 5, 2025
Page
476 of 831

-9-

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

SECTION 8. TERMINATION AND MODIFICATION.

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

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

8.3 Consequences of Termination. In the event of termination, Provider shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Provider delivering to City any or all documents, photographs, computer software, City data in Provider’s system, video and audio tapes, and other materials provided to Provider or prepared by or for Provider or City in connection with this Agreement. Provider shall cooperate with City, and shall not unreasonably delay or impede City’s efforts to transition the Services to another provider, where requested by City (a “Transition”). The Transition may include any or all of the following:
a. Permitting the City to continue using the Services for up to three (3) months as requested by City on the same terms as this Agreement; and/or b. Extracting any City data (if any) from Provider’s service in a computer readable format to be mutually agreed upon by the Parties; and/or c. Providing to City documentation regarding City users and privileges to the Services; and/or
d. Certifying to City that all City data has been deleted from Provider’s service on a date mutually agreed upon by the Parties; and/or
e. Any other actions mutually agreeable to the Parties to assist with the Transition.

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. Provider understands and agrees that, if City grants such an extension, City shall have no obligation to provide Provider 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 Provider for any otherwise reimbursable expenses incurred during the extension period.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 12

Menifee Mayor and City Council
March 5, 2025
Page
477 of 831

-10-

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 Provider recognize and agree that this Agreement contemplates personal performance by Provider and is based upon a determination of Provider’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 Provider. Provider may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Provider shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Provider’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Provider’s employ, Provider 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 Provider shall survive the expiration or termination of this Agreement.

8.8 Options upon Breach by Provider. If Provider 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 work product prepared by Provider pursuant to this Agreement; c. Retain a different Provider to complete the Services described in Exhibit “A”; and/or
d. Charge Provider 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 Provider pursuant to Section 2 if Provider had completed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Provider’s Performance. Where the Services include the preparation or receipt of any documents, including data, in any form, by Provider exclusively or primarily for the purpose of providing the Services to City, such records shall become property of City. Provider 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 Provider. City and Provider agree that, until final approval by City, all data, plans, specifications, reports, and other documents prepared exclusively or primarily for the purposes of providing the Services to City are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 13

Menifee Mayor and City Council
March 5, 2025
Page
478 of 831

-11-

Provider 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. Provider represents and warrants that Provider has the legal right to license any and all Documents and Data. Provider makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Provider or provided to Provider by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

9.3 Provider’s Books and Records. Provider 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 Provider 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 Provider 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.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 14

Menifee Mayor and City Council
March 5, 2025
Page
479 of 831

-12-

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

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

10.7 Provider Representative. All matters under this Agreement shall be handled for Provider by Jeanclaude Toma (“Provider’s Representative”). The Provider’s Representative shall have full authority to represent and act on behalf of Provider for all purposes under this Agreement.

The Provider’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, Chief Information Officer or designee (“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, Provider shall not accept direction or orders from any person other than the Contract Administrator or his designee.

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

APACE Systems Corporation
Attn: Jeanclaude Toma
PO Box 203556
Dallas, TX 75320
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 15

Menifee Mayor and City Council
March 5, 2025
Page
480 of 831

-13-
Attn: Chief Information Officer
with a copy to:

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

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

10.11 Integration. This Agreement, including the exhibits attached hereto and incorporated herein by reference, represents the entire and integrated agreement between City and Provider 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.

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

10.13 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by 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.

10.14 Nondiscrimination. Provider 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.

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

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

10.17 No Undue Influence. Provider 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 Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 16

Menifee Mayor and City Council
March 5, 2025
Page
481 of 831

-14-
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 Provider, or from any officer, employee, or agent of Provider, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.18 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any 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: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 17

Menifee Mayor and City Council
March 5, 2025
Page
482 of 831

-15-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:

Stephanie Roseen, City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney

PROVIDER
Lee Hu (President, Apace Systems corp.)

Jeanclaude Toma (EVP, Apace Systems
Corp.)

[Note: 2 officer’s signatures required if
Provider is a corporation, unless provided
with a certificate of secretary in-lieu]
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 18

Menifee Mayor and City Council
March 5, 2025
Page
483 of 831

Error! Unknown document property name./Error! Unknown
document property name.-Error! Unknown document
property name.

Error! Unknown document property name..Error! Unknown
document property name. a02/20/25
EXHIBIT “A”
EXHIBIT “A”

SCOPE OF SERVICES
Services shall include APACE HARDWARE, SOFTWARE SUBSCRIPTION AND MAINTENANCE SERVICES in the amount not to exceed the not to exceed amounts set forth in Section 2 as further detailed in the following page(s).

Hardware & Software
One-Time Cost
Software
Subscription Fees
Warranty and
Maintenance Fees
Total
Year 1 $34,648.75 $7,200.00 Included at no
additional cost $41,848.75
Year 2 N/A $7,200.00 $3,950.00 $11,150.00
Year 3
N/A $7,416.00 $4,068.50
$11,484.50
(increase of 3%)
Year 4
N/A $7,416.00 $4,535.09
$11,951.09
(increase of over 4%)
Year 5
N/A $7,416.00 $5,152.38
$12,568.38
(increase of over 5%)
Total: $89,002.72
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 19

Menifee Mayor and City Council
March 5, 2025
Page
484 of 831

Error! Unknown document property name./Error! Unknown
document property name.-Error! Unknown document
property name.

Error! Unknown document property name..Error! Unknown
document property name. a02/20/25 EXHIBIT A.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 20

Menifee Mayor and City Council
March 5, 2025
Page
485 of 831

Error! Unknown document property name./Error! Unknown
document property name.-Error! Unknown document
property name.

Error! Unknown document property name..Error! Unknown
document property name. a02/20/25 EXHIBIT A.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 21

Menifee Mayor and City Council
March 5, 2025
Page
486 of 831

Error! Unknown document property name./Error! Unknown
document property name.-Error! Unknown document
property name.

Error! Unknown document property name..Error! Unknown
document property name. a02/20/25 EXHIBIT A.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 22

Menifee Mayor and City Council
March 5, 2025
Page
487 of 831

Error! Unknown document property name./Error! Unknown
document property name.-Error! Unknown document
property name.

Error! Unknown document property name..Error! Unknown
document property name. a02/20/25 EXHIBIT A.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 23

Menifee Mayor and City Council
March 5, 2025
Page
488 of 831

Policy AD-04, Page 1 of 45
EXHIBIT “B”

CITY POLICIES

CITY OF MENIFEE
City Council Policy
Policy Number: CC-18
Approving Authority:

City Council
Effective Date:

May 1, 2019
Subject
Electronic Communication Use Policy and Procedures

Page 1 of 8 ends

1. PURPOSE
The objectives of this policy are to:

A. provide clear and concise direction regarding use of the City’s electronic communications systems, including electronic mail (email), text messaging and voice mail;
B. minimize any disruptions to City services related to electronic communications; C. enhance work productivity through the use of electronic communications; and D. comply with applicable State and Federal laws and City policies related to the use of email and all other forms of electronic communication. Specifically, this policy addresses the California Supreme Court’s 2017 decision in City of San Jose v.

Superior Court of Santa Clara County, holding that a city employee’s communications, related to the conduct of public business, are subject to the California Public Records Act, even if they were sent or received using a personal account or personal device.

2. SCOPE / BACKGROUND
This policy applies to all persons (including employees, appointed and elected officials, interns, and volunteers) who are permitted to use the City’s computing or network resources, and particularly the email functions of the system (“Authorized Users”). “City” means the City of Menifee. “Email” means any electronic communication to or from any authorized user using the Email System, including all information, data, and attachments to the electronic communication, “Email System” means the system of devices (including hardware, software, and other equipment) owned and controlled by the City or the authorized user, for the purpose of facilitating the electronic transmission. “Electronic Communications” includes any and all electronic transmission, and every Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 24

Menifee Mayor and City Council
March 5, 2025
Page
489 of 831

Policy AD-04, Page 2 of 45
other means of recording upon any tangible thing in any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof, and any record thereby created, regardless of the manner in which the record has been stored. Without limiting the nature of the foregoing, “electronic communications” include emails, texts, voicemails, and also include communications on or within commercial applications (apps) such as Facebook Messenger, Twitter, etc.

3. POLICY
Definition of “Official City Record”
Under this Policy, the definition of “Official City Record” is the same as the definition provided in the California Public Records Act (Cal. Gov. Code § 6250 et seq.) for “public records” and “writing”:
“…any writing containing information relating to the conduct of the public’s business prepared, owned, used or retained by any state or local agency regardless of physical form or characteristics…”
“…’Writing’ means handwriting, typewriting, printing, photostating, photographing, photocopying, transmitting by electronic mail or facsimile, and every other means of recording upon any tangible thing any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combination thereof, and any record thereby created, regardless of the manner in which the record has been stored.” A. Electronic Communication Related to City Business is an Official City Record Email and other forms of electronic communications, such as voice mail, texts, tweets, and social media posts, generate correspondence and other types of records that can be recognized as Official City Records and may be subject to disclosure under the Public Records Act. In addition, any Official City Record created through email and other forms of electronic communications must be protected and retained in accordance with records retention laws. For this reason, employees, appointed and elected officials, interns, and volunteers are prohibited from using their personal devices for City business.

Messages transmitted using the City’s Email System or City-owned equipment with capabilities for text messaging and/or voice mail, should be messages which involve City business activities and contain information essential to accomplishment of business-related tasks, or can otherwise be recognized as Official City Records.

However, the incidental use of electronic communications (email, or voice) that may contain non-City related (personal) matters is permitted. This incidental use shall be limited, and must not interfere with the conduct of City business or the provision of City services. Any incidental (personal) email, text or voice messages are not Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 25

Menifee Mayor and City Council
March 5, 2025
Page
490 of 831

Policy AD-04, Page 3 of 45
considered public records but may still be discoverable. All electronic communications are the property of the City of Menifee.

B. City Email System is Not For Storage
The City reserves the right to retrieve and make proper and lawful use of any and all electronic communications transmitted through the City’s Email System and any City-owned equipment. Although the use of electronic communications is considered official City business, the City’s communication systems, including email, text messaging and voice mail, are intended as a medium of communication only. Therefore, the Email System and any City-owned equipment such as cell phones should not be used for the electronic storage or maintenance of documentation, including, but not limited to, Official City Records. Regarding email, the system administrator performs regular electronic back-ups of the City’s Email System. However, the back-up is not a copy of all City email activity that occurred on the City email server during the back-up period.

4. GUIDELINES FOR PROPER EMAIL USAGE
A. City email access is controlled through individual accounts and passwords. It is the responsibility of each Authorized User to protect the confidentiality of his or her account and password information.

B. Authorized Users are responsible for managing their mailboxes, including organizing and cleaning out any non-City related messages that do not constitute Official City Records. Authorized Users are responsible for determining if emails contain substantive information regarding City business, or may later be important or useful for carrying out City business, and thus could be considered as Official City Records.

C. An Outlook PST file, also known as an “Outlook Data File” or an “Outlook Personal Folders File,” is a file format used by Outlook to store email and other Outlook items. For reasons of security and network performance, the use of PST files is prohibited.

D. All Authorized Users must check and respond to their emails on a regular basis, preferably daily.

E. Authorized Users are expected to remember that email sent from City email accounts is a representation of the City. All Authorized Users must use normal standards of professional and personal courtesy and conduct when drafting and Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 26

Menifee Mayor and City Council
March 5, 2025
Page
491 of 831

Policy AD-04, Page 4 of 45
sending email messages. Email messages should be drafted and sent with the same care and in the same manner as any communication printed on City letterhead. Like any other City communication, email is a reflection of the City’s business practices.

F. Except as otherwise noted in this policy, all messages transmitted over the Email System should be limited to those which involve City business activities or contain information essential to Authorized Users for the accomplishment of City-related tasks. Use of the City’s Email System for personal communication must be kept to a minimum. Spam email can be harmful to the City’s computer system. Spam email is electronic junk mail, usually unsolicited commercial and non-commercial messages transmitted as a mass mailing to a number of recipients. If an email message does not pertain to City business, it should be deleted from your email account and not forwarded. Examples include jokes, thoughts for the day, “chain” type email messages, etc.

G. Email messages should be easy to read and understand. Spelling and grammar should be correct. Avoid using abbreviations unless you are certain the recipient will understand the meaning.

H. Email messages should be sent to smaller rather than larger audiences where appropriate. Avoid “broadcasting” messages and large documents. Email messages should not be used for broadcast purposes unless they are of interest to all City personnel.

I. Avoid long email “chain” messages that include past emails attached to a current message. Deleting long strings of previous email exchanges from your reply messages will enhance readability.

J. Limit designating email as “high-priority” or “urgent” – use those designations only when necessary and appropriate.

5. PROHIBITED USES OF THE CITY’S ELECTRONIC COMMUNICATIONS SYSTEMS Email shall not be used for any activity that is a violation of local, state, or federal law.

Types of messages prohibited from being transmitted through the City’s Email System include, but are not limited to, the following:

A. Messages in support or opposition to campaigns for candidates for an elected office or a ballot measure.

B. Messages of a religious nature or promoting or opposing religious beliefs.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 27

Menifee Mayor and City Council
March 5, 2025
Page
492 of 831

Policy AD-04, Page 5 of 45
C. Messages containing language which is insulting, offensive, disrespectful, demeaning, or sexually suggestive.

D. Messages containing harassment of any form, sexual or ethnic slurs, obscenities, or any representation of obscenities. For more information please refer to the Human Resources Personnel Rules & Regulations Policy.

E. Messages used to send or receive copyrighted material, proprietary financial information or similar materials.

F. Messages used for gambling or any activity that is a violation of local, state, or federal law.

6. PROHIBITED USE OF CITY ELECTRONIC COMMUNICATION VIA PERSONAL

ACCOUNTS
A. City accounts shall be used to conduct City business. Authorized Users shall not use personal accounts for the creation, transmission or storage of electronic communications regarding City business.

B. All Authorized Users shall, within 60 days following the adoption of this updated policy, search all private, nongovernmental electronic messaging accounts to which they have user access and locate any electronic communications that might constitute a “public record,” because it involved “City business” as set forth above.

All such communications shall be forwarded to the Authorized User’s City-provided account. To the extent the Authorized User believes that any part of such communications contain personal matter not related to the conduct of the public’s business, the Authorized User shall provide a declaration, as set forth in Exhibit A.

C. If an Authorized User receives an electronic message regarding City business on his/her non-City electronic messaging account, or circumstances require such person to conduct City business on a non-City account, the Authorized User shall either: (a) copy (“cc”) any communication from an Authorized User’s personal electronic messaging account to his/her City electronic messaging account; or (b) forward the associated electronic communication to his/her City account no later than 10 days after the original creation or transmission of the electronic communication.

D. Authorized Users shall endeavor to ask persons sending electronic communications regarding City business to a personal account to instead utilize the Authorized User’s account, and likewise shall endeavor to ask a person sending an electronic communication regarding non-City business to use the Authorized User’s personal or non-City electronic messaging account.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 28

Menifee Mayor and City Council
March 5, 2025
Page
493 of 831

Policy AD-04, Page 6 of 45

7. ELECTRONIC COMMUNICATIONS AND PRIVACY
A. No Expectation of Privacy
Authorized Users have no right or expectation of privacy or confidentiality in any message created, sent, received, deleted, or stored using the City Email System or any City-owned or subsidized communication devices. All messages and any attachments on the City’s computer network, Email System, or \City-owned system or subsidized communication device are subject to City review and disclosure of electronic communications regarding City business. Electronic communications regarding City business that are created, sent, received, or stored on an electronic messaging account, may be subject to the Public Records Act, even if created, sent received, or stored on a personal account or personal device. Most communications that include Authorized Users are not confidential communications. However, certain communications such as police investigations, personnel records, or attorney-client communications may be confidential or contain confidential information. Questions about whether communications are confidential, and how they are to be preserved, should be discussed with the City Clerk.

B. Personal Email Accounts and Official City Records
The use of personal email accounts by Authorized Users to transmit messages regarding City business is prohibited. In the event that messages regarding City business are received by Authorized Users through their personal email accounts, Authorized Users are directed to forward copies of such emails to their City email addresses to ensure a copy exists in the City Email System. Personal emails discussing City business are considered Official City Records that are subject to the Public Records Act and records retention laws. Authorized Users are directed to use only their City email accounts for sending/receiving emails regarding City business.

C. Access Must Be Private
Notwithstanding the City’s right to have Authorized Users access email and other electronic messages, all electronic messages should be treated as confidential by other Authorized Users and accessed only by the intended recipient. Authorized Users are not authorized to retrieve, read or listen to any electronic messages that are not sent to them. Any exceptions must receive prior approval by the City Manager or designee.

D. Use Caution with Confidential Information
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 29

Menifee Mayor and City Council
March 5, 2025
Page
494 of 831

Policy AD-04, Page 7 of 45
All Authorized Users must exercise a greater degree of caution in sending confidential information on the City’s electronic communications systems than they take with other media because of the risk that such information may be copied and/or retransmitted. When in doubt, do not use email, text messaging, or voice mail as a means of confidential communication.

8. PUBLIC RECORDS REQUESTS, RETENTION AND DESTRUCTION
Electronic communications are a business tool which shall be used in accordance with generally accepted business practices and all Federal and State laws, including the California Public Records Act, to provide an efficient and effective means of intra- agency and interagency communications. Under most circumstances, communications sent electronically are public records, subject to disclosure under the Public Records Act and subject to records retention laws applicable to cities.

A. Public Records Act
In the event a Public Records Act request is received by the City seeking electronic communications of Authorized Users, the City Clerk’s office shall promptly transmit the request to the applicable Authorized User whose electronic communications are sought. The Clerk shall communicate the scope of the information requested to the applicable Authorized User, and an estimate of the time within which the City Clerk intends to provide any responsive electronic communications to the requesting party.

It shall be the duty of each Authorized User receiving such a request from the City Clerk to promptly conduct a good faith and diligent search of his/her personal electronic messaging accounts and devices for responsive electronic communications. The Authorized User shall then promptly transmit any responsive electronic communications to the City Clerk. Such transmission shall be provided in sufficient time to enable the City Clerk to adequately review and provide the disclosable electronic communications to the requesting party.

In the event a City official does not possess, or cannot with reasonable diligence recover, responsive electronic communications from the City official’s electronic messaging account, the City official shall so notify the City Clerk by way of a written declaration (Exhibit B).

B. Automatic Deletion of Email
The City’s email management system automatically deletes City emails, including any text messages that become emails, which are more than 24 months old from all Outlook folders of each City email user. Email in ”Deleted” and “Sent” folders will be automatically removed after ninety days.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 30

Menifee Mayor and City Council
March 5, 2025
Page
495 of 831

Policy AD-04, Page 8 of 45
C. Managing Your City Email
Authorized Users are responsible for the management of their mailboxes and associated folders on a daily basis. To ensure maximum efficiency in the operation of the Email System, Authorized Users are directed to delete email messages that are not Official City Records from their inboxes on a weekly basis. Examples of such messages are personal emails, email advertisements/ announcements, or newsletters received via email. If email messages that are not Official City Records are necessary for transitory work, preliminary drafts, preparation of work product or personal notes, Authorized Users should either print the email and maintain the paper copy, or create a PDF version of the email (print to PDF) and store the file in an electronic folder on the City’s network drive to be deleted when no longer needed.

It is the responsibility of Authorized Users to determine if an email message is an Official City Record which must be retained in accordance with the City’s Record Retention Policy. Email messages (including any attachments) that are deemed to be Official City Records shall be preserved. Authorized Users shall consider the content of an email message when determining if it is an Official City Record. The City Clerk can assist in making such a determination. In addition, following is a general guideline for determining whether an email message is an Official City Record:

Messages That Are Generally
Considered As Public Records
(Retention Time = 2 years)
Messages That Are Generally NOT
Considered As Public Records
•Email that is created or received in
connection with official City
business.
•Email that shows how a City policy
was created or how a decision was
made by City staff and/or the City
Council.
•Email that begins, or authorizes, or
completes an item or a transaction
of official City business.
•Email that documents significant
official decisions or commitments
reached verbally (person-to-
person, by phone or in conference)
and not otherwise
documented in City files.
▪Personal messages and
announcements not related to
official City business.
▪Duplicate documents (copies or
excerpts) distributed for
convenience or reference.
▪Transmittal Messages that merely
assist the flow of work.
▪Emails containing drafts, notes,
interagency or intra-agency memos
that are NOT retained in the ordinary
course of business. (Gov. Code §
6254(a).)
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 31

Menifee Mayor and City Council
March 5, 2025
Page
496 of 831

Policy AD-04, Page 9 of 45
D. Email Attachments
Attachments to email messages should be retained or disposed of according to the content of the attachment itself, not according to the email transmitting the attachment. Many email attachments are simply duplicates of existing documents, or are draft versions of documents that might not be retained by the City after the final version of the document is complete. If you need help in determining whether an attachment to an email message must be retained, please contact the City Clerk’s Office.

E. Preserving Electronic Messages – Public Records Act Requests, Subpoenas, Claims, and Potential Claims Against the City
The City periodically receives requests for inspection or production of documents pursuant to the Public Records Act, as well as subpoenas or court orders for documents. In the event such a request or demand includes electronic messages, Authorized Users who have control over or access to any such messages, once they become aware of the request or demand, shall use their best efforts, by reasonable means available, to temporarily preserve any such message until it is determined whether the message is subject to preservation, public inspection or disclosure.

Authorized Users shall contact the City Clerk regarding any such messages that are within their control.

9. VIOLATIONS
Authorized Users found to have violated this policy may have his or her access to City email, text messaging or other means of electronic communication on City equipment limited or revoked completely. Authorized Users who violate this policy may be subjected to formal disciplinary action up to and including termination from City employment.

10. ROLES AND RESPONSIBILITIES
A. The City Manager is responsible for administering this policy and procedure.

B. All Authorized Users are responsible for compliance with this policy and procedure.

Revision History
Revision No. Date
Approved
Approved By: Comments
0 5/1/2019 City Council Original Policy
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 32

Menifee Mayor and City Council
March 5, 2025
Page
497 of 831

Policy AD-04, Page 10 of
45 Bill Zimmerman, Mayor Date
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 33

Menifee Mayor and City Council
March 5, 2025
Page
498 of 831

Policy AD-04, Page 11 of
45 CITY OF MENIFEE
Administrative Policy
Policy Number: AD-04
Approving Authority:

City Manager
Effective Date: 4/10/2016
Last Modified:

Subject
Internet Use and Computer Resource Use Policy

Page 1 of 7 ends

1.PURPOSE

1.1.The purpose of this administrative policy is to provide guidelines for the appropriate use of all technology resources provided by the City. All City computers, including laptop/notebook computers, and related equipment are formal communication and analytic tools. They should be used for City business-related purposes in a professional and courteous manner. Any use of City computer equipment for personal purposes, including sending and receiving emails and internet access, shall be limited, brief, and infrequent provided that the use does not directly or indirectly interfere with City computer systems or services, burden the City with additional incremental cost, interfere with other city computer users employment or other obligations to the City, or reflect negatively on the city or its employees.

1.2.The City reserves the right to change the policies and procedures set forth in this administrative policy at any time.

1.3.Employees should be aware that all records, whether on paper, voicemail, or computerized, are subject to the mandatory public disclosure requirements of the Public Records Act, subject to the exceptions provided under the Act. In addition, employees who use the City's computer network resources do so with no right or expectation of privacy or confidentiality, and at all times the data, systems, and traffic they create utilizing the City's computer network resources remain the property of the City.

2.SCOPE / BACKGROUND

2.1.This policy applies to all City of Menifee employees, volunteers, and contractors of the City using electronic communications technology and resources owned, sponsored or reimbursed by the City of Menifee. An electronic resource is any software or hardware device capable of receiving, storing, sharing or sending electronic data including but not limited to the internet, email, voicemail, cellular telephones, computers/laptops/tablets,
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 34

Menifee Mayor and City Council
March 5, 2025
Page
499 of 831

Policy AD-04, Page 12 of
45 telecommunications devices, video and audio equipment, wireless networks, servers, networks, software, agency hosted social media, and documentation that supports electronic communications services.

3.POLICY

3.1.The City's computer network resources are City property, regardless of physical location or the form in which they are maintained, and are to be used for City business in the course of normal operations. Employees who use the City's computer network resources do so with no right or expectation of privacy or confidentiality. The use of all computer network resources must comply with all requirements set forth in this administrative policy and all other City policies. While passwords are issued to employees in order to protect the City's business interests the conferral of such passwords does not create any individual right of privacy as to the City's computer network resources, including any data, files, or messages sent to, received, or created by such Employee.

3.2.The City has the capability to and may, with or without notice for any lawful purpose, monitor and audit all network activity to ensure compliance with this administrative policy, and activate, access, block, review, copy, disable, delete, and/or disclose any information residing on any computer network resources, including, but not limited to emails sent and received, voice mail messages received, files created or accessed, and all internet/web access, communications, and transactions.

3.3.All City network users are required to use personalized user IDs and passwords. The user ID will be assigned by the Information Technology Department staff and follows the syntax of first name initial and full last name unless otherwise specified. The passwords are chosen by the user and are not known to the Information Technology Department staff.

3.4.Passwords are confidential and shall not be shared. Passwords shall not be revealed in email messages or saved on files in any computer system. All passwords are to be treated as confidential City information.

3.5.Passwords are used for logging into the City network, using applications, or accessing specific resources. Network passwords are set to expire every 90 days.

The system will prompt users when a change is necessary. Users should choose a new password when prompted.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 35

Menifee Mayor and City Council
March 5, 2025
Page
500 of 831

Policy AD-04, Page 13 of
45 3.6.All hardware with the potential or capacity to access computer network resources (including but not limited to PCs, laptops, servers, handhelds, and wireless devices) is required to be secured with a password-protected screensaver.

3.7.Electronic snooping or tampering is a violation of this administrative policy and is grounds for disciplinary action, up to and including termination. This includes but is not limited to the unauthorized use or attempt to use another employee's password; the unauthorized entry to or attempted entry to the computer files and communications of another; the unauthorized entry or attempted entry to access encrypted, protected, or restricted computer network resources for which an employee has not been explicitly authorized to access; unauthorized "interception" of data not intended for that person; the utilization of City data for purposes other than those related to legitimate City business within the scope of direct job duties (including the use of public domain data obtained without following appropriate public information request procedures); or any other attempt to circumvent user authentication or security of any computer network resource.

3.8.Users of the City network are responsible for understanding and exercising reasonable security precautions. These precautions include, preserving the secrecy of user IDs and passwords, checking external data files for viruses before using on a computer, and deleting e-mails from unknown sources.

3.9.The City may authorize persons who are not employed by the City to use the City's computer network resources, only after approval from the appropriate department Director or City Manager. Such authorized access may be granted only upon the condition that such person shall use the system according to the rules and procedures established in this administrative policy and all other City policies.

3.10.Because the City network is comprised of connected computers, servers, and other devices, access to other users’ files may be possible. Users are expected to use caution and protect confidential data files when storing such data on network drives that are common areas to other users.

3.11.The use of City technology for personal profit or gain, or any other activity not specific to the mission or duties of the users or City is prohibited.

3.12.The use of City technology for any illegal, harassment, obscene, or other purpose, which could expose the City to liability or cause an adverse public perception, is prohibited. The display of sexually explicit images, documents, or offensive material on any City system is a violation of the City’s harassment policy. This includes sexually explicit or offensive material accessed from or received through the Internet, e-mail, or other electronic methods. In addition, sexually explicit or offensive material may not be archived, stored, distributed, edited, or recorded using any City resource.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 36

Menifee Mayor and City Council
March 5, 2025
Page
501 of 831

Policy AD-04, Page 14 of
45 3.13.Unauthorized access, alteration, deletion, damage, infection, or destruction of any computer resource on the network is prohibited.

3.14.Employees who are terminated or laid off have no rights to the contents of their computer files, voice mail messages, or e-mail messages, and are not allowed access to any city-owned systems. Supervisors or management may access an employee’s computer resources as they deem necessary.

4.HARDWARE / SOFTWARE

4.1.The Information Technology Department staff or their designee will coordinate all computer service, equipment, additions, changes, moves, and repairs.

4.2.The Information Technology Department has established a standard configuration of computer hardware and software issued to users of the City network. Deviation by users from this standard configuration is prohibited. Changes to the system configuration must be requested from the Information Technology Department.

4.3.Unauthorized access, alteration, deletion, damage, infection, or destruction of any computer resource on the network is prohibited.

4.4.Employees are encouraged to power off or place their computers or monitors into sleep-mode before leaving for an extended period of time (meetings, lunch, etc.).

Equipment should not be left on overnight and should be completely powered off each evening. Be sure to close all programs before powering off.

4.5.Laptops/ipads are assigned on a permanent or temporary basis to certain staff. All technology use rules apply to laptop/ipad users.

4.6.Laptops/ipads issued to staff to be used for use while at the City should be stored in a locked or secured area.

4.7.Additional laptops/ipads are available in a pool maintained by the Information Technology Department staff for issuance to employees with department head approval. The laptops will be assigned to the requestor on a first-come, first-served basis. Laptop checkouts can be for overnight or weekend business use, and may also be used during out-of-town travel on City business.

4.8.Laptops/ipads will be checked out and administered by Information Technology Division staff who will maintain a log for each laptop. The employee will be required to sign a checkout form.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 37

Menifee Mayor and City Council
March 5, 2025
Page
502 of 831

Policy AD-04, Page 15 of
45 4.9.The user is responsible for properly caring for the equipment while in his or her use.

The user shall not mark on any equipment with pencil or pen for any reason or permanently adhere any items to the monitors, keyboards, printers, mouse, or any other form of equipment. All liquids and food shall be kept away from the computer equipment at all times.

4.10.Any problems with the equipment, software, or other computer-related problems shall be reported to the Information Technology staff immediately. The user should not try to resolve any unfamiliar problems, or error messages without their assistance. If a problem does occur, the user shall immediately document what files were being accessed when the problem started and contact Information Technology staff for assistance.

4.11.All software used on the City network must be approved, acquired and licensed by the Information Technology Department and the City of Menifee. Software licenses and the physical media must be maintained in a central location by the Information Technology Department staff.

4.12.Users may not transfer, move or copy City-licensed software or data to another system or media without prior approval of Information Technology Department staff.

4.13.All software installation on any City resource must be installed or coordinated by Information Technology Department staff. Users may not install any software onto any City-issued resource. All software must be evaluated for compatibility by the Information Technology staff.

4.14.Any software, including databases, custom reports, graphics, or other work product developed while using a City resource or developed for use on the City network becomes the property of the City of Menifee.

4.15.Virus protection software resides on each computer. Users shall not disable this software. Users shall immediately notify Information Technology Division Staff of any virus detected on their system.

5.ON_LINE SERVICES

5.1.The Internet is a rapidly evolving resource with a vast amount of available information. Internet resources are made available to City network users to improve communication and information exchange with citizens and others and to provide an informational and research tool.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 38

Menifee Mayor and City Council
March 5, 2025
Page
503 of 831

Policy AD-04, Page 16 of
45 5.2.Users should only download files as they relate to their job function. Downloads can cause significant slowdown in the network response time, introduce viruses, or damage other systems and disrupt work for others. Users should not download any files that require installation without authorization from the Information Technology Department staff.

5.3.Users shall not use any City resource to gain unauthorized access to other resources or entities. For example, a user with network access shall not attempt to gain access to areas on the City network or other outside networks.

5.4.Users should use caution when providing personal or business information over the Internet. Many sites collect this information for use in email Spam or for other fraudulent practices.

5.5.The City of Menifee seal & logo are trademarks of the City. Any use of the materials stored on the City’s website is prohibited without the written permission of the City of Menifee. The City of Menifee retains all intellectual property rights including copyrights on all text, graphic images, and other content. Modification, distribution, mirroring, or use of images or other web content is prohibited.

6.DATA STORAGE

6.1.The Information Technology Department staff maintains a backup of all files located on City servers. Backups are not performed on individual computers.

6.2.Each user is assigned a personal home directory. Other network users cannot access this directory. Files stored in this area should be ones only the creator will use. All data and other forms of electronic information including email that is stored on any type of media provided by the City are the City’s. The City reserves the right to access and disclose all such stored information for any purpose.

6.3.Each division or department is given a common area for their departmental data that other departments cannot access. Files stored in this area shall be ones that will be used by other members in your division or department.

6.4.Each user has access to common directories for all departments. Files stored in this area shall be ones that will be used by users outside of your division or department.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 39

Menifee Mayor and City Council
March 5, 2025
Page
504 of 831

DocuSign Envelope ID: 1917B5B9-6CFE-4EB3-B95C-5CBCD497F233 Policy AD-04, Page 1 of 45

7.PENALTIES

7.1.Violations of this administrative policy subject employees to discipline up to and including termination. In the event of a violation, the City may pursue all remedies provided under the law, including advising legal and/or law enforcement authorities of any violation of law by an employee.

8.ROLES AND RESPONSIBILITIES

8.1.The City Manager is responsible for administering this policy and procedure

8.2.All employees, appointed or elected officials, volunteers, consultants, interns, are responsible for compliance with this policy and procedure.

Revision History
Revision No. Date
Approved
Approved By: Comments
0 04/10/14 R. Johnson, CM Original Policy
1 04/10/16 R. Johnson, CM Revised Policy
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 40

Menifee Mayor and City Council
March 5, 2025
Page
505 of 831

DocuSign Envelope ID: 1917B5B9-6CFE-4EB3-B95C-5CBCD497F233 Policy AD-04, Page 2 of 45

CITY OF MENIFEE

MEMORANDUM
Date:January 1, 2022
To:Armando G. Villa, City Manager
Rochelle Clayton, Assistant City Manager
From: Ron Puccinelli, Chief Information Officer
Cc:Robert Cardenas, Deputy HR Director, Risk Manager Sarah Manwaring, City Clerk Subject: Requesting approval of Cybersecurity Policy Administrative Directive AD-28 The City relies on numerous computer systems to deliver services to the public and manage internal business processes.

These business systems collect, generate, and store large amounts of information, some of which is sensitive in nature and obligates the City to comply with various cybersecurity standards such as HIPAA, CLETS/CJIS, PCI DSS, and others.

Additionally, a component of overall Risk Management includes a Cyber-Insurance policy through the City’s insurance provider.

Both the Cyber-Insurance provider and several of the security standards require defining the City’s approach to Cybersecurity and identifying roles and responsibilities by means of a Cybersecurity policy.

Currently the City does not have such a policy. The attached Cybersecurity Policy Administrative Directive will serve to establish the City’s policy and approach to Cybersecurity and define the roles and responsibilities of the various stakeholders across the City. The policy meets the requirements of the City’s Cyber-Insurance provider and the applicable security standards. This Cybersecurity Policy has also been provided to all Department Heads and the Risk Manager for review and incorporates all feedback received.

I am respectfully requesting your authorization and signature to make the policy effective as of January 1, 2022.

Attached please find the Cybersecurity Policy.

Reviewed by:
•Ron Puccinelli _____
•Rochelle Clayton ______
•Robert Cardenas ______
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 41

Menifee Mayor and City Council
March 5, 2025
Page
506 of 831

DocuSign Envelope ID: 1917B5B9-6CFE-4EB3-B95C-5CBCD497F233 Policy AD-04, Page 3 of 45

CITY OF MENIFEE
Administrative Policy
Policy Number: AD-28
Approving Authority:

City Manager
Subject
Cybersecurity Policy
Effective Date:

January 1, 2022
Last Modified: N/A

1. PURPOSE
The City of Menifee (City) is dedicated to building a strong cybersecurity program to support, maintain, and secure critical infrastructure and data. The following policy is intended to maintain and enhance key elements of a citywide cybersecurity program.

2. SCOPE / BACKGROUND
The Cybersecurity Policy lays the foundation for the City’s Cybersecurity Program as a whole and articulates executive level support for the effort. The Cybersecurity Policy supports the City’s Cybersecurity Program established to:
•Protect City’s critical infrastructure
•Protect the sensitive information entrusted to the City •Continuously improve our ability to detect and respond to cybersecurity events •Contain and eradicate compromises, restoring information resources to a secure and operational status
•Ensure cyber-risk management is sufficient and in alignment with City operations and mission
•Comply with external and regulatory data protection requirements The requirements identified in this policy apply to all information resources operated by or for the City, its departments, and advisory bodies. This includes all software, devices, and services that process, store, or transmit data, or anything that connects to a City device or Network. Elected officials, employees, consultants, and vendors working on behalf of the City of Menifee are required to comply with this policy.

3. POLICY
A. The City shall:

I. Assign cybersecurity responsibilities to the Chief Information Officer to coordinate citywide cybersecurity efforts
II. Adopt the National Institute of Standards and Technology (NIST) Cybersecurity Framework as a methodology to secure information resources III. Use other NIST guidelines as applicable (csrc.nist.gov) Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 42

Menifee Mayor and City Council
March 5, 2025
Page
507 of 831

DocuSign Envelope ID: 1917B5B9-6CFE-4EB3-B95C-5CBCD497F233 2 City of MenifeePolicy AD-28

Page 2 of 7 ends

SECTION 11.Cybersecurity Policy
IV. Incorporate additional cybersecurity compliance or regulatory controls, such as Payment Card Industry Data Security Standard (PCI DSS), Criminal Justice Information Services (CJIS), Protected Health Information (PHI), and other security and privacy requirements.

V. Conduct and update, at least annually, a cybersecurity risk assessment or with major changes to systems
VI. Support cyber incident response as needed in accordance with Emergency Support Function 18 (ESF-18).

VII. Develop and update, at least annually, a Cyber Incident Response Plan.

VIII. Conduct cybersecurity, risk, and compliance assessments across all Departments B. Cybersecurity Framework
In order to adequately protect information resources, systems and data must be properly categorized based on information sensitivity and criticality to operations. A risk-based methodology standardizes security architecture, creates a common understanding of shared or transferred risk when systems and infrastructure are connected, and makes securing systems and data more straightforward.

The NIST Cybersecurity framework provides five elements to a cybersecurity program:

I.Identify: Develop the organizational understanding to manage cybersecurity risk to systems, assets, data, and capabilities.

II.Protect: Develop and implement appropriate safeguards to ensure delivery of digital services.

III.Detect: Develop and implement appropriate activities to identify the occurrence of a cybersecurity event.

IV.Respond: Develop and implement appropriate activities to respond to a cybersecurity event.

V.Recover: Develop and implement appropriate activities to maintain plans for resilience and to restore any capabilities or services impaired by a cybersecurity event.

C. Cybersecurity Risk Assessment
As defined in NIST Special Publication 800-30, “Guide for Conducting Risk Assessments,” risk assessment is the process of identifying, estimating, and prioritizing information security risks.

Assessing risk requires the careful analysis of threat and vulnerability information to determine Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 43

Menifee Mayor and City Council
March 5, 2025
Page
508 of 831

DocuSign Envelope ID: 1917B5B9-6CFE-4EB3-B95C-5CBCD497F233 3 City of MenifeePolicy AD-28

Page 3 of 7 ends

SECTION 12.Cybersecurity Policy
the extent to which circumstances or events could adversely impact the City and the likelihood that such circumstances or events will occur.

The purpose of risk assessment is to inform decision makers and support risk responses by identifying:

I. Relevant cyber threats to the City
II. Vulnerabilities both internal and external
III. Impact (i.e., harm) to the City that may occur given the potential for threats exploiting vulnerabilities
IV. Likelihood that harm will occur
The result is a determination of risk (i.e., typically a function of the degree of harm and likelihood of harm occurring). Risk assessments enable the City to determine current cybersecurity capabilities, set individual goals for a target state, and establish a plan for improving and maintaining cybersecurity program.

D. Risk Rating
The risk ratings will be based on NIST Federal Information Processing Standards (FIPS) 199 security objectives of confidentiality, integrity, and availability of City systems and data. And the potential impact of low, moderate, and high.

Figure 1 on the following page summarizes the potential impact definitions for each security objective—confidentiality, integrity, and availability.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 44

Menifee Mayor and City Council
March 5, 2025
Page
509 of 831

DocuSign Envelope ID: 1917B5B9-6CFE-4EB3-B95C-5CBCD497F233 4 City of MenifeePolicy AD-28

Page 4 of 7 ends

SECTION 13.Cybersecurity Policy
Figure 1
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 45

Menifee Mayor and City Council
March 5, 2025
Page
510 of 831

DocuSign Envelope ID: 1917B5B9-6CFE-4EB3-B95C-5CBCD497F233 5 City of MenifeePolicy AD-28

Page 5 of 7 ends

Cybersecurity Policy

4. ROLES AND RESPONSIBILITIES
A. Chief Information Officer shall:

I. Be the designated Information Security Officer, Privacy Officer and Cyber-Risk lead for the City.

II. Coordinate with the Risk Manager to evaluate and obtain Cyber Insurance and on matters of Cyber-Risk.

III. Coordinate with the Risk Manager to notify and engage with the City’s Cyber Insurance provider in the event of an incident.

IV. Lead enterprise governance of information and technology efforts throughout the City.

V. Establish and maintain a security team and function with the ability to identify, protect, detect, respond, and recover from attacks against City information resources.

VI. Develop and maintain a cyber incident response plan capable of addressing major compromises of City information resources.

VII. Review Emergency Support Function 18 Unified Cyber Command annex annually and ensure it is updated as needed.

VIII. Organize and coordinate the City’s Cyber-Incident Response Team.

IX. Ensure that all Departments employ a risk-based assessment and treatment program, and regularly report the status of the City’s residual cyber risk to the Executive Team.

X. Select, design, and monitor cybersecurity controls for all City systems including without limitation any Software-as-a-Service or other hosted or cloud-based systems employed by any City Department.

XI. Perform ongoing assessment of security controls.

XII. Inform the City Manager and City Attorney when there is an event which compromises the confidentiality, integrity, or availability of a system or data involving Personally Identifiable Information (including payment card information), Regulatory Protected Information (such as but not limited to, CJIS, HIPAA or Social Security Numbers), and/or data that is not considered public, as soon as practical.

XIII. Establish necessary procedures to support the cybersecurity program such as but not limited to, cybersecurity awareness, business continuity, incident response, access control, configuration management, change control, etc.

XIV. Monitor current cyber threats and trends and recommend any necessary changes.

XV. Implement, operate, and maintain cybersecurity controls for all systems acquired, used, or controlled by the City.

B. Executive Team shall:

I. Promote a culture of cybersecurity awareness and compliance with the City’s cybersecurity policy. Department heads must remind their employees and contractors about the City’s Cybersecurity policies, standards, procedures, guidelines, and best practices.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 46

Menifee Mayor and City Council
March 5, 2025
Page
511 of 831

DocuSign Envelope ID: 1917B5B9-6CFE-4EB3-B95C-5CBCD497F233 6 City of MenifeePolicy AD-28

Page 6 of 7 ends

SECTION 14.Cybersecurity Policy
II. To the extent resources allow, ensure that all systems procured, operated, or contracted by their departments and the data contained by them are protected.

III. To the extent possible, adequately support and fund cybersecurity operations based upon risk to City operations and mission.

IV. With the aid of the City Attorney determine the requirements and execute necessary breach disclosures.

C. Emergency Manager shall:

I. Activate the city Emergency Operations Center (EOC) to coordinate response to an emergency level cyber event as outlined in Emergency Support Function 18 Unified Cyber Command.

II. Support cybersecurity emergency exercise for City leaders in coordination with the Chief Information Officer.

D. City Clerk shall:

I. Work with the Chief Information Officer to develop and maintain an information classification system and support departments in their data classification efforts E. Public Information Officer shall:

I. Work with the Chief Information Officer to develop, maintain, and activate a cyber- event communication plan as part of the incident response plan.

F. Risk Manager Shall:

I. Work with the Chief Information Officer to incorporate technology and Cyber risk into the City’s risk management plans and acceptable risk profile.

II. Coordinate with the Chief Information Officer to evaluate and obtain appropriate Cyber Insurance.

III. Assist the Chief Information Officer with notifying and coordinating with the City’s Cyber Insurance provider in the event of an incident.

G. City Employees, contractors, and vendors shall:

I. Comply with cybersecurity practices, requirements, and acceptable use agreement (Administrative Directive 04 - Internet Use and Computer Resource Use Policy) II. Promptly report any incidents to the IT Service Desk.

III. Report suspicious emails.

IV. Attend cybersecurity training at least annually.

Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 47

Menifee Mayor and City Council
March 5, 2025
Page
512 of 831

City of MenifeePolicy AD-28

Page 7 of 7 ends

Cybersecurity Policy
IV. EXCEPTIONS
City cybersecurity requirements shall not supersede State or Federal requirements that may apply to certain specific data or systems.

No exceptions to this policy will be approved.

V. DEFINITIONS
For a list of definitions please refer to: https://csrc.nist.gov/glossary VI. REFERENCES
•NIST Computer Security Resource Center - https://csrc.nist.gov/ •NIST Cybersecurity Framework Website -
http://www.nist.gov/cyberframework
•Payment Card Industry - https://www.pcisecuritystandards.org •Criminal Justice Information Services (CJIS) Security Policy (latest version) https://www.fbi.gov/
•California Emergency Support Function 18 Cybersecurity, Annex to the California State Emergency Plan https://www.caloes.ca.gov/ •Health Information Privacy https://www.hhs.gov/hipaa/for- professionals/index.html
•Cybersecurity & Infrastructure Security Agency https://www.cisa.gov/ Revision History
Revision No. Date Approved Approved By: Comments
0 2/11/2022 City Manager Original Policy
1 2/11/2022
Date
City Manager
Item Title: 10.14
Agreement with Apace Systems Corporation for a Digital Media Management Equipment and Storage Solution Item Page Number: 48

Menifee Mayor and City Council
March 5, 2025
Page
513 of 831

CITY OF MENIFEE
SUBJECT: Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project
MEETING DATE: March 5, 2025
TO: Mayor and City Council
PREPARED BY: Michael To, Project Manager
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Professional Services Agreement with TSK for Architectural and Engineering Services for the Fire Station No. 68 Interior Improvements – Phase II Project, Capital Improvement Program Project (CIP) No. 25-06, for a total amount not-to-exceed $79,500.

DISCUSSION
On August 2, 2023, the improvements under the first phase of the Project were accepted as complete. The Project consisted of remodeling existing bathrooms and adding a new bathroom, expanding the bedroom areas to accommodate additional fire staff, and Americans with Disabilities Act (ADA) improvements throughout the existing facility.

The Fire Station No. 68 Interior Improvements – Phase II, CIP Project No. 25-06 (“Project”) would focus on the interior renovation of the facility to include the living area, kitchen area, Captain’s office, and the front lobby area. The apparatus room, building exterior, and site layout are suitable under normal operation and are excluded from the Phase II scope. If necessary, further improvements would be reviewed and analyzed to determine whether there is a need to incorporate a future project into the CIP.

The interior improvements under the Project would address the Fire Department expressed need to bring outdated living and common areas of the facility up to current standards to support daily operations. The improvements identified would be necessary to support staffing growth, improve morale, and elevate public safety services and response time.

The Project would improve existing areas identified as having excessively high foot traffic, deterioration from daily usage, and significant wear. The Project proposes to modify the main public entrance by constructing a half-wall to create a serviceable front lobby. The wall currently Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 1

Menifee Mayor and City Council
March 5, 2025
Page
514 of 831

City of Menifee Staff Report
CIP 25-06 TSK Agreement
March 5, 2025

Page 2 of 3 ends

2 5
3 0
separating the front lobby area and Captain’s office would be renovated by installing a tempered glass window panel allowing visibility of the front lobby, while providing natural lighting. The kitchen would receive new appliances and cabinetry. Additional improvements include painting throughout, an updated ceiling, and new flooring to match the improvements made under the first phase of the Project. The total area of interior improvements under phase II of the Project is approximately 1,400 square feet of the facility.

On September 19, 2024, staff released a Request for Proposal (RFP) for Architectural & Engineering Services for the Project. A total of eight proposals were received. Following City purchasing procedures, an interview panel of experienced City staff was formed to evaluate and rank each of the proposals received based on the scoring parameters established in the RFP.

The results of the initial proposal scoring are shown in Table 1 below.

TABLE 1 – PROPOSAL RANKING SUMMARY
Based on proposal scores, the top three ranking firms were subsequently invited to participate in a final interview and selection process. This process offers the City a unique opportunity to meet and interact with each firm’s proposed project team and to further assess which firm most closely aligns with the Project’s scope and offers the most technical expertise to deliver a successful Project. The average scores of the final evaluation completed by the interview panel are summarized in Table 2 below.

TABLE 2 – SELECTION INTERVIEW FIRM RANKING SUMMARY
Under the California Government Code Section 4526, local agencies are required to select professional services for architectural, landscape architectural, engineering, environmental, land surveying, or construction project management solely on the basis of demonstrated competence and professional qualifications. For this reason, cost proposals remain sealed until the selection process is completed. After thorough review, TSK (“Consultant”) was selected as the highest- ranking proposer.

Firm Name Proposal
Scoring
Initial Proposal
Ranking
PBK 91.50 1
TSK Architects 88.50 2
BFK Architecture + Planning 86.50 3
Rubio Medina, Architect 83.50 4
Studio 2G Architects 83.25 5
Platt/Whitelaw Architects 82.25 6
Sally Swanson Architects, Inc. 78.50 7
KWWA Architecture 74.75 8
Firm Name Interview
Score
Cost
Proposal
Qualification
Ranking
TSK 91.50 $79,500 1
Brian Knight Architect, Inc. 83.25 $143,970 2
PBK Architects, Inc. 74.25 $50,000 3
Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 2

Menifee Mayor and City Council
March 5, 2025
Page
515 of 831

City of Menifee Staff Report
CIP 25-06 TSK Agreement
March 5, 2025

Page 3 of 3 ends

2 5
3 0
The Consultant demonstrated qualified experience and a comprehensive understanding relevant to the Project’s scope as outlined within the RFP. The final cost proposal from the Consultant was $79,500 which was determined to be reasonable and within the established Project budget.

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

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The fiscal impact of the proposed Agreement with the Consultant is for the total amount not-to- exceed $79,500. Funding for the Agreement is available in the Fiscal Year 2025/2026 budget within the Developer Impact Fee (DIF) 17 – Fire Fund (2508-PWD-CIPS-760050), as summarized in Table 3 below.

TABLE 3 – PROJECT BUDGET
Fund Project Account String Available Budget Anticipated Cost DIF 17 – Fire CIP25-06.2508.DES.CAE $108,548 $79,500
TOTAL $108,548 $79,000
No additional budget appropriation action(s) is required.

ATTACHMENTS

1. Project Location Map

2. Agreement
Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 3

Menifee Mayor and City Council
March 5, 2025
Page
516 of 831

Wickerd Rd
Okuma Rd
Hayden Rd
Murrieta Rd

LAKE ELSINORE

WILDOMAR
Brad
ley Rd
Bundy Canyon Rd
Murrieta Rd
Scott Rd
Project Site
0 0.03 0.05
Miles
Path: Z:\Project_Specific_Maps\Engineering_PublicWorks\FS68_Improvements\FS68_Improvements\FS68_Improvements.aprx Date: 6/27/2022 Fire Station No. 68 Interior Improvements - Ph. II (CIP 25-06) Project Location Map
Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 4

Menifee Mayor and City Council
March 5, 2025
Page
517 of 831

2905/031858-0001
18155996.1 a07/24/24

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
CIP 25-06 FIRE STATION NO. 68, INTERIOR RENOVATION PHASE II (ARCHITECTURAL AND ENGINEERING SERVICES)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this ______ day of __________, 2025 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and TSK, a California Corporation (“Consultant”).

City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

1.1 Term of Services. The term of this Agreement shall begin on February 5, 2025 and shall end on June 30, 2025 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

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

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

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

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 5

Menifee Mayor and City Council
March 5, 2025
Page
518 of 831

2905/031858-0001
18155996.1 a07/24/24 -2-

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 Nine Thousand Five Hundred Dollars and Zero Cents ($79,500.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this 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.

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; Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 6

Menifee Mayor and City Council
March 5, 2025
Page
519 of 831

2905/031858-0001
18155996.1 a07/24/24 -3-
f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

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

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

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

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

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

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

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 7

Menifee Mayor and City Council
March 5, 2025
Page
520 of 831

2905/031858-0001
18155996.1 a07/24/24 -4-

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.

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- Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 8

Menifee Mayor and City Council
March 5, 2025
Page
521 of 831

2905/031858-0001
18155996.1 a07/24/24 -5-
insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

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

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

Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved in writing by City.
b. Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 9

Menifee Mayor and City Council
March 5, 2025
Page
522 of 831

2905/031858-0001
18155996.1 a07/24/24 -6-
(i) The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
(ii) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. (iii) If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage.
(iv) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.
a. Acceptability of Insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of Coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference: CIP 25- 06 FIRE STATION NO. 68, INTERIOR RENOVATION PHASE II (ARCHITECTURAL AND ENGINEERING SERVICES). The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. c. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
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 Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 10

Menifee Mayor and City Council
March 5, 2025
Page
523 of 831

2905/031858-0001
18155996.1 a07/24/24 -7-
Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

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

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 Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 11

Menifee Mayor and City Council
March 5, 2025
Page
524 of 831

2905/031858-0001
18155996.1 a07/24/24 -8-
c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

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

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

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

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

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 Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 12

Menifee Mayor and City Council
March 5, 2025
Page
525 of 831

2905/031858-0001
18155996.1 a07/24/24 -9-
personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement.

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

SECTION 7. LEGAL REQUIREMENTS.

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

7.3 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, Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 13

Menifee Mayor and City Council
March 5, 2025
Page
526 of 831

2905/031858-0001
18155996.1 a07/24/24 -10-
and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Consultant’s failure to pay prevailing wages. b. Labor Code of California. The Consultant’s attention is directed to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Consultant shall post a copy of the prevailing rate of per diem wages at each job site. (ii) Consultant is aware of and will comply with the provisions of Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to Labor Code Section 1771.4, Consultant must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.
(iii) Pursuant to Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (v) Pursuant to Labor Code Section 1813, it is stipulated hereby that Consultant shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.
(vi) Consultant is aware of and will comply with the provisions of Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices. Pursuant to Section 1777.5 it is hereby stipulated that Consultant will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Consultant in connection with this Agreement.
(vii) Pursuant to Labor Code Section 1775, it is hereby stipulated that Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each 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.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 14

Menifee Mayor and City Council
March 5, 2025
Page
527 of 831

2905/031858-0001
18155996.1 a07/24/24 -11-
c. Bidding Eligibility. Pursuant to Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. d. DIR Monitoring. Pursuant to Labor Code Section 1771.4, Consultant is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages. Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

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

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

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 15

Menifee Mayor and City Council
March 5, 2025
Page
528 of 831

2905/031858-0001
18155996.1 a07/24/24 -12-

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

SECTION 8. TERMINATION AND MODIFICATION.

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

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

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

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

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

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

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.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 16

Menifee Mayor and City Council
March 5, 2025
Page
529 of 831

2905/031858-0001
18155996.1 a07/24/24 -13-

SECTION 9. KEEPING AND STATUS OF RECORDS.

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

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 17

Menifee Mayor and City Council
March 5, 2025
Page
530 of 831

2905/031858-0001
18155996.1 a07/24/24 -14-

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

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

SECTION 10. MISCELLANEOUS PROVISIONS.

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

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

10.3 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
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 18

Menifee Mayor and City Council
March 5, 2025
Page
531 of 831

2905/031858-0001
18155996.1 a07/24/24 -15-
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 Jonathan Richert, Architect of Record (“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, Michael To, Project Manager (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

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

TSK
Attn: Jonathan Richert, Architect of Record
316 W 2ND ST, PENTHOUSE
LOS ANGELES, CA 90012
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Michael To, Project Manager
with a copy to:

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

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 19

Menifee Mayor and City Council
March 5, 2025
Page
532 of 831

2905/031858-0001
18155996.1 a07/24/24 -16-
__________________________________________
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
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 20

Menifee Mayor and City Council
March 5, 2025
Page
533 of 831

2905/031858-0001
18155996.1 a07/24/24 -17-
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
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 21

Menifee Mayor and City Council
March 5, 2025
Page
534 of 831

2905/031858-0001
18155996.1 a07/24/24 -18-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE
Armando Villa, City Manager
Attest:

Stephanie Roseen, City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT
Jonathan Richert, Architect of Record

TBD

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 22

Menifee Mayor and City Council
March 5, 2025
Page
535 of 831

2905/031858-0001
18155996.1 a07/24/24
EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include CIP 25-06 FIRE STATION NO. 68, INTERIOR RENOVATION PHASE II (ARCHITECTURAL AND ENGINEERING SERVICES) services in the amount not to exceed Seventy Nine Thousand Five Hundred Dollars and Zero Cents ($79,500.00) as further detailed in the following page(s).

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 23

Menifee Mayor and City Council
March 5, 2025
Page
536 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 24

Menifee Mayor and City Council
March 5, 2025
Page
537 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 25

Menifee Mayor and City Council
March 5, 2025
Page
538 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 26

Menifee Mayor and City Council
March 5, 2025
Page
539 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 27

Menifee Mayor and City Council
March 5, 2025
Page
540 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 28

Menifee Mayor and City Council
March 5, 2025
Page
541 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 29

Menifee Mayor and City Council
March 5, 2025
Page
542 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 30

Menifee Mayor and City Council
March 5, 2025
Page
543 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 31

Menifee Mayor and City Council
March 5, 2025
Page
544 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 32

Menifee Mayor and City Council
March 5, 2025
Page
545 of 831

2905/031858-0001
18155996.1 a07/24/24 EXHIBIT A.

Item Title: 10.15
Agreement with TSK for the Fire Station No. 68 Interior Improvements – Phase II Project Item Page Number: 33

Menifee Mayor and City Council
March 5, 2025
Page
546 of 831

CITY OF MENIFEE
SUBJECT: Agreement Amendment with Dokken Engineering for the Valley Boulevard Widening and Missing Links Project
MEETING DATE: March 5, 2025
TO: Mayor and City Council
PREPARED BY: Diego Guillen, Senior Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 5 to the Professional Services Agreement with Dokken Engineering increasing the compensation by $29,390, for a total agreement amount not-to-exceed $1,451,364.81, for the Valley Boulevard Widening and Missing Links Project, Capital Improvement Program (CIP) Project No. 22-02.

DISCUSSION
Valley Boulevard, between Chambers Avenue and Murrieta Road, is currently a two-lane rural corridor located in the northwestern part of the City. Due to increases in residential and commercial developments in the area, there is now a need for additional traffic lanes. Under the City of Menifee General Plan, this segment of Valley Boulevard is designated as an arterial highway that would ultimately provide four lanes of traffic. The proposed Valley Boulevard Widening and Missing Links Project, CIP 22-02 (“Project”) would widen the existing two-lane road to a four-lane corridor and establish horizontal and vertical alignments to meet the requirements of the California Highway Design Manual and City standards. The Project is currently in the final phase of design.

On January 9, 2022, the City Council approved a Professional Services Agreement (PSA) with Dokken Engineering (“Consultant”) to provide civil design, plans, specifications, and estimate (PS&E) services for the Project. Staff make every effort to carefully study and anticipate the extent of the scope of work required to achieve project goals, however, external agency requirements and unforeseen conditions often arise as a Project of this magnitude progresses through the design phase.

Item Title: 10.16
Agreement Amendment with Dokken Engineering for the Valley Boulevard Widening and Missing Links Project Item Page Number: 1

Menifee Mayor and City Council
March 5, 2025
Page
547 of 831

City of Menifee Staff Report
CIP 22-02 Dokken Amendment No. 5
March 5, 2025

Page 2 of 3 ends

Menifee City CouncilMarch 5, 2025

Menifee City Council
March 5, 2025