Agenda packet, first session — Menifee City Council, April 2, 2025 (part 5 of 9)

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No additional budget appropriation action(s) is required.

ATTACHMENTS

1. Project Location Map

2. Amendment No. 1

3. Original PSA
Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 3

Menifee Mayor and City Council
April 2, 2025
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Project Site
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Date: 2/23/2023
Menifee Road Widening (Scott Road to Garbani Road)
Project Location Map
Scott Rd
Garbani Rd
Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 4

Menifee Mayor and City Council
April 2, 2025
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AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 23-12 MENIFEE ROAD WIDENING PROJECT
(PROFESSIONAL ENVIRONMENTAL & CIVIL DESIGN SERVICES)
This is Amendment No. (“Amendment 1”) to that certain Professional Services Agreement (“Agreement”) made on July 19, 2023 between the City of Menifee (“City”) and PARSONS (“Consultant”) for CIP 23-12 MENIFEE ROAD WIDENING PROJECT (PROFESSIONAL ENVIRONMENTAL & CIVIL DESIGN SERVICES) this Amendment No. 1 is made and entered into on ______________, 2025 to, decrease the compensation amount, and augment the scope of services as indicated below:

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

2.SECTION 2, “Compensation” is amended to increase the maximum compensation by Three Hundred Nine Thousand Sixty Five Dollars and Zero Cents ($309,065.00) and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed One Million Two Hundred Eighty Three Thousand Three Hundred Seventy Five Dollars and Zero Cents ($1,283,375) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

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

SCOPE OF SERVICES
Consultant shall provide CIP 23-12 MENIFEE ROAD WIDENING PROJECT (PROFESSIONAL ENVIRONMENTAL & CIVIL DESIGN SERVICES), in the amount not to exceed One Million Two Hundred Eighty Three Thousand Three Hundred Seventy Five Dollars and Zero Cents ($1,283,375) as further detailed in the following page(s).

Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 5

Menifee Mayor and City Council
April 2, 2025
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410 of 1198

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

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

CITY OF MENIFEE CONSULTANT
_______________________________ _______________________________ Armando Villa, City Manager Chris Johnson, Vice President Attest: ________________________________
Paul Walker, Vice President
_______________________________
Stephanie Roseen, City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 6

Menifee Mayor and City Council
April 2, 2025
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411 of 1198

EXHIBIT A

SUPPLEMENT TO SCOPE OF SERVICES
[Attached on the following pages]
Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 7

Menifee Mayor and City Council
April 2, 2025
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412 of 1198

EXHIBIT A
Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 8

Menifee Mayor and City Council
April 2, 2025
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413 of 1198

EXHIBIT A
Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 9

Menifee Mayor and City Council
April 2, 2025
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414 of 1198

EXHIBIT A
Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 10

Menifee Mayor and City Council
April 2, 2025
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415 of 1198

EXHIBIT A
Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 11

Menifee Mayor and City Council
April 2, 2025
Page
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2671/031858-0001
7630376.2 a01/11/23

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
CIP 23-12 MENIFEE ROAD WIDENING PROJECT
(PROFESSIONAL ENVIRONMENTAL & CIVIL DESIGN SERVICES)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this _______ day of ______, 2023 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and PARSONS, 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 “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 confl ict 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 July 19, 2023 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 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 sa tisfaction 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.

DocuSign Envelope ID: 8D306497-433C-423F-A5C2-3CDF39610F9E DocuSign Envelope ID: 03945A8D-4972-45B1-A7E4-0C4DFEA07DCD 19 July
Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 12

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April 2, 2025
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1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this A greement until receipt of authorization from the Contract Administrator.

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

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed NINE HUNDRED SEVENTY

FOUR THOUSAND THREE HUNDRED TEN DOLLARS AND ZERO
CENTS ($974,310.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein.

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

2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
DocuSign Envelope ID: 8D306497-433C-423F-A5C2-3CDF39610F9E DocuSign Envelope ID: 03945A8D-4972-45B1-A7E4-0C4DFEA07DCD Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 13

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April 2, 2025
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g. The Consultant Representative’s signature.

Invoices shall be submitted to:

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

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

2.3 F
inal Payment . City shall pay the last ten percent (10%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.

2.4 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.

2.8 P ayment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services 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 DocuSign Envelope ID: 8D306497-433C-423F-A5C2-3CDF39610F9E DocuSign Envelope ID: 03945A8D-4972-45B1-A7E4-0C4DFEA07DCD Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 14

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April 2, 2025
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and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole d iscretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long -distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

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

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

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

4.2 C
ommercial General and Automobile Liability Insurance .
a. General requirem ents. 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 o r 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 t wice the required occurrence limit. Such coverage shall include but shall not be limited to, protection DocuSign Envelope ID: 8D306497-433C-423F-A5C2-3CDF39610F9E DocuSign Envelope ID: 03945A8D-4972-45B1-A7E4-0C4DFEA07DCD Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 15

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April 2, 2025
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against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.

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

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

Any deductible or self -insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY -FIVE THOUSAND DOLLARS ($25,000), it must be approved by City.
b. C
laims -made limitations . The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the DocuSign Envelope ID: 8D306497-433C-423F-A5C2-3CDF39610F9E DocuSign Envelope ID: 03945A8D-4972-45B1-A7E4-0C4DFEA07DCD Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 16

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right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. V er ification 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 23-12 MENIFEE ROAD WIDENING PROJECT ( PROFESSIONAL ENVIRONMENTAL & CIVIL DESIGN 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 insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased.
d. 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 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 pur suant 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.

DocuSign Envelope ID: 8D306497-433C-423F-A5C2-3CDF39610F9E DocuSign Envelope ID: 03945A8D-4972-45B1-A7E4-0C4DFEA07DCD Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 17

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During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may co ndition 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 a ll respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. V
ariation . The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

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

SECTION 5. INDEMNIFICATION.

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

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

5.3 L
imitation of Indemn ification for Design Professionals. Notwithstanding any provision of this Section 5 to the contrary, design professionals are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to 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.

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. STATUS OF CONSULTANT.

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

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SECTION 7. LEGAL REQUIREMENTS.

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

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

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

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

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SECTION 8. TERMINATION AND MODIFICATION.

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

8.2 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.

8.8 O
ptions 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; DocuSign Envelope ID: 8D306497-433C-423F-A5C2-3CDF39610F9E DocuSign Envelope ID: 03945A8D-4972-45B1-A7E4-0C4DFEA07DCD Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 21

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

SECTION 9. KEEPING AND STATUS OF RECORDS.

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

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

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

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

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

SECTION 10. MISCELLANEOUS PROVISIONS.

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

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

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

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

10.5 N
o Implied Waiver of Breach . The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.6 S
uc cessors 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 Rick McAlpin, Vice President (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and di rect 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.

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

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

PARSONS
Attn: Rick McAlpin, Vice President
3200 East Guasti Road, Suite 200
Ontario, CA 91761
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Luke Qu, Associate Engineer
with a copy to:

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

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

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

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

10.12 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 DocuSign Envelope ID: 8D306497-433C-423F-A5C2-3CDF39610F9E DocuSign Envelope ID: 03945A8D-4972-45B1-A7E4-0C4DFEA07DCD Item Title: 10.17
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Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

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

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

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

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

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

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

CITY OF MENIFEE

Armando G. Villa, City Manager

Attest:

Stephanie Roseen, Acting City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT

Chris Johnson, Vice President

Paul Walker, Vice President

[Corporation must have two signatures]
DocuSign Envelope ID: 8D306497-433C-423F-A5C2-3CDF39610F9E DocuSign Envelope ID: 03945A8D-4972-45B1-A7E4-0C4DFEA07DCD Item Title: 10.17
Agreement Amendment with Parsons for the Menifee Road Widening – Garbani Road to Scott Road Project Item Page Number: 26

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EXHIBIT A

SCOPE OF SERVICES
Services shall include CIP 23-12 Menifee Road Widening Project (Professional Environmental & Civil Design Services) in the amount not to exceed NINE HUNDRED SEVENTY FOUR THOUSAND THREE HUNDRED TEN DOLLARS AND ZERO CENTS ($974,310.00) as further detailed in the following page(s).

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CITY OF MENIFEE
SUBJECT: Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services
MEETING DATE: April 2, 2025
TO: Mayor and City Council
PREPARED BY: Molly Binnall, Management Analyst II
REVIEWED BY: Orlando Hernandez, Acting Community Development Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 1 to the Letter of Engagement with Colantuono, Highsmith and Whatley, PC for legal services, increasing the amount by $77,000 for a total not-to-exceed amount of $100,000.

DISCUSSION
Per the City’s Municipal Code Section 3.12.040, on December 17, 2024 the City signed a Letter of Engagement with Colantuono, Highsmith and Whatley, PC under the City Manager’s signing authority for a not-to-exceed amount of $23,000. Colantuono, Highsmith and Whatley, PC have provided third-party legal services to the City relating to the Richland Communities project in the City of Perris.

Due to on-going litigation, an amendment of $77,000 for a total not-to-exceed contract amount of $100,000 is being requested. All other terms of the agreement shall remain the same. Pursuant to the City’s Municipal Code Section 3.12.090, any change orders in the contract amount that exceed $25,000 in value shall be approved by City Council.

STRATEGIC PLAN OBJECTIVE
Thriving Economy

FISCAL IMPACT
The fiscal impact of the proposed amendment with Colantuono, Highsmith and Whatley, PC is $77,000. Funding for the proposed amendment is available within the approved operating Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 1

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City of Menifee Staff Report
CHW contract amendment #1
April 2, 2025

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budget for Fiscal Year 2024/2025, under Legal Services (Litigation) within the General Fund (1100-ATN-143-652806). No additional budget appropriation is required for this action.

ATTACHMENTS

1. Amendment No. 1

2. Original Letter of Engagement - Colantuono, Highsmith and Whatley, PC Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 2

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VIA ELECTRONIC MAIL
Armando G. Villa, City Manager
City of Menifee
29844 Haun Road
Menifee, CA 92586
[email protected]
Re:Continued Representation of City of Menifee re Richland Communities Project in City of Perris
Dear Mr. Villa,
As you asked, I write to propose amended terms under which we agree to continue to represent the City of Menifee (“you”) in opposition to the following project and potential related litigation:

A Richland Communities project, generally located at the southwest corner of Watson Road and Case Road and at the northeast corner of Green Valley Parkway and Ethanac Road within the City of Perris. The Project proposes to construct an industrial warehouse building, commercial shopping center, self-storage RV parking facility, and hotel on 44.9 acres.

Colantuono, Highsmith & Whatley, PC and all of its professionals are very pleased to have the opportunity to continue representing you in this matter. The only amended terms from the prior Engagement Letter are to increase the scope of work for the project from $23,000.00 to $100,000.00 and to update the name of the adverse Richland entity.

The remaining terms here match those agreed to previously.

This letter sets forth the basis upon which our firm will provide legal services to you and bill you for services and costs. The firm maintains a conflict of interest index Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 3

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Armando G. Villa
March 12, 2025

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391739.1
which lists all clients of our firm and matters in which we represent them. We will not represent any party with an interest that may be adverse to an indexed person without first determining if a professional conflict of interest would arise. We propose to index the following with respect to this matter:

Client-Affiliated Parties:

City of Menifee
Adverse Parties:

Richland Real Estate Fund, LLC
City of Perris
Please let me know if any of these names are incorrect or if there are other parties with an interest in this matter that we should list. Unless we hear from you to the contrary, we will assume that the above listing is accurate and complete.

We have reviewed our files and our conflicts index and have no other client relationships which would interfere with our ability to represent you in this matter.

As we have discussed, the nature of the matter makes it impossible for us to precisely estimate the fees and costs you may incur, but we anticipate that the scope of work will cost less than $100,000.00. The Firm agrees to provide written notice to the City when legal fees and costs are approaching that amount, and agrees not to exceed $100,000.00 in legal fees and costs without prior written approval by the City. You will receive monthly statements informing you of the fees and costs incurred during the prior month. We will, of course, do our best to represent you efficiently and without undue expense.

We will continue to hold the $5,000.00 retainer that you previously paid in our client trust account. This retainer will be used to pay our bills if the client does not timely do so. If funds remain in the account when our work is complete, will return them to you.

Please make payments payable to Colantuono, Highsmith & Whatley, PC directly to our Grass Valley office at:

Colantuono, Highsmith & Whatley, PC
420 Sierra College Drive, Suite 140
Grass Valley, CA 95945-5091
Our federal employer identification number is 75-3031545.

Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 4

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391739.1
I will have primary responsibility for your representation, with the assistance of Senior Counsel Aleks Giragosian and Shareholder Matthew T. Summers, and the firm will use other attorneys and legal assistants in the best exercise of our professional judgment. If you have questions, concerns or criticisms at any time, please contact me at once. Naturally, we expect you to keep us reasonably informed of all significant developments regarding this representation.

We review all statements before they are issued to ensure the amount charged is appropriate. The statement for fees is simply the product of the hours worked multiplied by the hourly rates for the attorneys and legal assistants who did the work.

Our hourly rates are based upon the experience, reputation and ability of the lawyer or legal assistant performing the services, and for 2025 range between $255 and $605 per hour for attorneys’ time, and between $155 and $200 for the time of paralegals and legal assistants. As a courtesy to you, however, we agree to cap our rates for this project at $450 per hour. Our rate structure in general and the rates of particular lawyers may be increased from time to time, and are usually adjusted as of the beginning of each calendar year.

It may be necessary to bill you for items such as, but not limited to, mileage (but not travel time) in connection with authorized travel, long distance telephone calls, filing fees, photocopying, computerized legal research outside the scope of our Westlaw contract and the like. These items are separately itemized on our statement as “disbursements.” These amounts will be billed in addition to our fees.

We will send you monthly statements, and expect payment within 15 days of the billing date. If payment is not received within 30 days of the billing date, we reserve the right to charge interest on the unpaid balance at the rate of 1% per month and to terminate our representation.

We rarely have disputes with clients over our fees. Nevertheless, you should be aware that you are entitled to require that any fee dispute be resolved by binding arbitration pursuant to the arbitration rules for legal fee disputes of the County Bar Association in any county in which we maintain an office. We agree that all disputes between us regarding the services rendered or fees charged not resolved via County Bar fee arbitration will be submitted to binding arbitration in Riverside or a neutral county as agreed between CH&W and client to be conducted by ADR Services, Inc. in accordance with its commercial arbitration rules. YOU SHOULD REVIEW THIS PARAGRAPH

CAREFULLY AND, IF YOU WISH, SEEK INDEPENDENT LEGAL COUNSEL Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 5

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REGARDING IT, AS YOU AND WE ARE AGREEING TO FOREGO SIGNIFICANT

RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US, INCLUDING THE RIGHT TO A JURY TRIAL.

On occasion, we may receive small sums of money belonging to you, such as a credit for an overpayment by a vendor, a refund from a court, or the like. The California State Bar requires us to alert you to sums we receive on your behalf within 14 days of receipt and to forward those funds to you within 45 days of receipt unless we have your direction otherwise. Processing payments for small amounts may be burdensome to your accounting staff and to ours. Therefore, by signing this letter agreement for legal services, you agree that, should we receive any amount to your credit of $500 or less and we do not have other instructions from you with respect to that money, we may place these funds in our client trust account and apply them to future invoices to you for our services.

You can alter this agreement at any time as to some or all funds we hold by letting us know, in writing, how we should handle your money. We will inform you of our receipt of funds promptly upon each receipt and will remind you of your right to alter these standing instructions as to any payment.

You have the right to terminate our representation at any time. We have the same right, subject to an obligation to give you reasonable notice to arrange alternative representation. In either circumstance, you agree to secure new counsel to represent you as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in any litigation in which we may subsequently agree to represent you.

Notwithstanding the termination of our representation, you will remain obligated to pay to us all fees and costs incurred previously.

Professional liability insurance coverage: the Firm carries a policy in an amount exceeding $1M. Our present carrier for same is Associated Industries Insurance Company.

Indemnification: the Firm shall indemnify and hold harmless the City of Menifee, and its officers, employees, officials, volunteers, and agents, from and against any and all liability, damages, costs, and expenses, including but not limited to, defense costs and attorneys’ fees, arising from or related to any violation on the part of the Firm or its employees, agents, or subcontractors of any laws, rules, regulations, ordinances, or directives, or claims for damages including, but not limited to bodily injury, death, personal injury or property damages (including the Firm’s property), any breach by the Firm of this Agreement or any negligence or willful misconduct by the Firm arising from or connected with services performed under this agreement. This provision is subject to Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 6

Menifee Mayor and City Council
April 2, 2025
Page
455 of 1198

Armando G. Villa
March 12, 2025

Page 5 ends

391739.1
existing and relevant laws concerning comparative and contributory fault principles. This provision shall not apply to any settlement or payment effected without prior written consent of the Firm.

You agree that we may, in our discretion, maintain all or part of your client file in electronic format. The firm may store part or all of your documents using secure cloud storage services. If so, the firm will apply all reasonable methods to maintain the confidentiality of your files, just as it does for your non-digital information. Your data will be password protected and encrypted using currently available technology. Clients requiring information from their files may obtain that information only by written request to us.

You should know that we may use artificial intelligence tools in our representation of City of Menifee. If we do so, we will ensure that your confidential information is maintained in confidence and that any writing or analysis produced by generative artificial intelligence is edited or confirmed by an attorney before use. If you have any questions or concerns about our use of artificial intelligence tools, please let us know.

You also agree that following termination of our attorney-client relationship, we will not be required to maintain your client file for more than two years. If you ask us to deliver your file to you, you agree that delivery of an electronic version, together with any materials that cannot be saved electronically, satisfies our obligation to release all your client papers and property to you. Two years after termination of our relationship, and after reasonable notice, you agree that we will be free to destroy your client file, including all electronic records. We may also discharge our obligation to maintain your file before two years expire by mailing a copy to you at your address last known to us.

You agree that “reasonable notice” means our mailing a notice of our intent to destroy your client file to you at that address.

I apologize for the formality of this letter, but we are required by California law to provide this information to you in writing. We are also required to inform you that we currently maintain professional liability insurance coverage.

Please review the foregoing and, if it meets with your approval, execute it and return it to me. If you have any questions, please feel free to call me at the direct-dial number above. Thank you for the opportunity to represent you! Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 7

Menifee Mayor and City Council
April 2, 2025
Page
456 of 1198

Armando G. Villa
March 12, 2025

Page 6 ends

391739.1
Very truly yours,
Ajit S. Thind
AST:tsw
cc: Jeffrey Melching, City Attorney
Cheryl Kitzerow, AICP, Community Development Director
On behalf of City of Menifee, I agree to retain Colantuono, Highsmith & Whatley, PC to provide legal services as set forth above.
__________________________________ Date:_________________________, 2025 Signature
By:_______________________________
Title:_____________________________
Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 8

Menifee Mayor and City Council
April 2, 2025
Page
457 of 1198

383121.2

VIA ELECTRONIC MAIL

Armando G. Villa, City Manager
City of Menifee
29844 Haun Road
Menifee, CA 92586
[email protected]

Re: Representation of City of Menifee re Richland Communities Project in City of Perris

Dear Mr. Villa,
As you asked, I write to propose the terms under which we agree to represent City of Menifee (“you”) in opposition to the following project:

A Richland Communities project, generally located at the southwest corner of Watson Road and Case Road and at the northeast corner of Green Valley Parkway and Ethanac Road within the City of Perris. The Project proposes to construct an industrial warehouse building, commercial shopping center, self -storage RV parking facility, and hotel on 44.9 acres.

This will be our sole project for you; if we can assist you on other matters, please let me know. Colantuono, Highsmith & Whatley, PC and all of its professionals are very pleased to have the opportunity to represent you in this matter.

This letter sets forth the basis upon which our firm will provide legal services to you and bill you for services and costs. The firm maintains a conflict of interest index which lists all clients of our firm and matters in which we represent them. We will not represent any party with an interest that may be adverse to an indexed person without first determining if a professional conflict of interest would arise. We propose to index the following with respect to this matter:

Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80 Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 9

Menifee Mayor and City Council
April 2, 2025
Page
458 of 1198

Armando G. Villa
December 17, 2024

Page 2 ends

383121.2
Client-Affiliated Parties:

City of Menifee
Adverse Parties:

Richland Communities
City of Perris

Please let me know if any of these names are incorrect or if there are other parties with an interest in this matter that we should list. Unless we hear from you to the contrary, we will assume that the above listing is accurate and complete.

We have reviewed our files and our conflicts index and have no other client relationships which would interfere with our ability to represent you in this matter.

As we have d iscussed, the nature of the matter makes it impossible for us to precisely estimate the fees and costs you may incur, but we anticipate that the scope of work will cost less than $23,000.00. The Firm agrees to provide written notice to the City when legal fees and costs are approaching $20,000.00, and agrees not to exceed $23,000.00 in legal fees and costs without prior written approval by the City. You will receive monthly statements informing you of the fees and costs incurred during the prior month.

We will, of course, do our best to represent you efficiently and without undue expense.

We require our clients to pay us a retainer to be placed in our client trust account.

This retainer will be used to pay our bills if the client does not timely do so. If funds remain in the account when our work is complete, will return them to you. Accordingly, please send a check in the amount of $5,000.00 payable to Colantuono, Highsmith & Whatley, PC to our Grass Valley office at:

Colantuono, Highsmith & Whatley, PC
420 Sierra College Drive, Suite 140
Grass Valley, CA 95945-5091

Our federal employer identification number is 75-3031545.

I will have primary responsibility for your representation, with the assistance of Senior Counsel Aleks Giragosian and Shareholder Matthew T. Summers, and the firm will use other attorneys and legal assistants in the best exercise of our professional judgment. If you have questions, concerns or criticisms at any time, please contact me at once. Naturally, we expect you to keep us reas onably informed of all significant developments regarding this representation.

Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80 Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 10

Menifee Mayor and City Council
April 2, 2025
Page
459 of 1198

Armando G. Villa
December 17, 2024

Page 3 ends

383121.2
We review all statements before they are issued to ensure the amount charged is appropriate. The statement for fees is simply the product of the hours worked multiplied by the hourly rates for the attorneys and legal assistants who did the work.

Our hourly rates are based upon the experience, reputation and ability of the lawyer or legal assistant performing the services, and for 2024 range between $255 and $605 per hour for atto rneys’ time, and between $155 and $200 for the time of paralegals and legal assistants. As a courtesy to you, however, we agree to cap our rates for this project at $450 per hour. Our rate structure in general and the rates of particular lawyers may be increased from time to time, and are usually adjusted as of the beginning of each calendar year.

CAREFULLY AND, IF YOU WISH, SEEK INDEPENDENT LEGAL COUNSEL

REGARDING IT, AS YOU A ND WE ARE AGREEING TO FOREGO SIGNIFICANT

RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US, INCLUDING THE RIGHT TO A JURY TRIAL.

On occasion, we may receive small sums of money belonging to you, such as a credit for an overpayment by a vendor, a refund from a court, or the like. The California State Bar requires us to alert you to sums we receive on your behalf within 14 days of Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80 Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 11

Menifee Mayor and City Council
April 2, 2025
Page
460 of 1198

Armando G. Villa
December 17, 2024

Page 4 ends

383121.2
receipt and to forward those funds to you within 45 days of receipt unless we have your direction otherwise. Processing payments for small amounts may be burdensome to your accounting staff and to ours. Therefore, by signing this letter agreement for legal services, you agree that, should we receive any amount to your credit of $500 or less and we do not have other instructions from you wi th respect to that money, we may place these funds in our client trust account and apply them to future invoices to you for our services.

Notwithstanding the termination of our representation, you will remain obligated to pay to us all fees and costs incurred previously.

Professional liability insurance coverage: the Firm carries a policy in an amount exceeding $1M. Our present carrier for same is Associated Industries Insurance Company.

Indemnification: the Firm shall indemnify and hold harmless the City of Menifee, and its officers, employees, officials, volunteers, and agents, from and against any and all liability, damages, costs, and expenses, including but not limited to, defense costs and attorneys’ fees, arising from or related to any violation on the part of the Firm or its employees, a gents, or subcontractors of any laws, rules, regulations, ordinances, or directives, or claims for damages including, but not limited to bodily injury, death, personal injury or property damages (including the Firm’s property), any breach by the Firm of this Agreement or any negligence or willful misconduct by the Firm arising from or connected with services performed under this agreement. This provision is subject to existing and relevant laws concerning comparative and contributory fault principles. This provision shall not apply to any settlement or payment effected without prior written consent of the Firm.

You agree that we may, in our discretion, maintain all or part of your client file in electronic format. The firm may store part or all of your docum ents using secure cloud storage services. If so, the firm will apply all reasonable methods to maintain the Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80 Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 12

Menifee Mayor and City Council
April 2, 2025
Page
461 of 1198

Armando G. Villa
December 17, 2024

Page 5 ends

383121.2
confidentiality of your files, just as it does for your non -digital information. Your data will be password protected and encrypted using currently available technology. Clients requiring information from their files may obtain that information only by written request to us.

You also agree that following termination of our attorney- client relationship, we will not be required to maintain your client file for more than two years. If you ask us to deliver your file to you, you agre e that delivery of an electronic version, together with any materials that cannot be saved electronically, satisfies our obligation to release all your client papers and property to you. Two years after termination of our relationship, and after reasonable notice, you agree that we will be free to destroy your client file, including all electronic records. We may also discharge our obligation to maintain your file before two years expire by mailing a copy to you at your address last known to us.

You agree t hat “reasonable notice” means our mailing a notice of our intent to destroy your client file to you at that address.

I apologize for the formality of this letter, but we are required by California law to provide this information to you in writing. We are a lso required to inform you that we currently maintain professional liability insurance coverage.

Please review the foregoing and, if it meets with your approval, execute it and return it to me. If you have any questions, please feel free to call me at the direct -dial number above. Thank you for the opportunity to represent you! Very truly yours,

Ajit S. Thind
AST:tsw
Attachments: Resumes (Ajit S. Thind, Aleks R. Giragosian, Matthew T. Summers) cc: Jeffrey Melching, City Attorney
Cheryl Kitzerow, AICP, Community Development Director
Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80 Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 13

Menifee Mayor and City Council
April 2, 2025
Page
462 of 1198

Armando G. Villa
December 17, 2024

Page 6 ends

383121.2

On behalf of City of Menifee, I agree to retain Colantuono, Highsmith & Whatley, PC to provide legal services as set forth above.

__________________________________ Date:_________________________, 2024 Signature
By:_______________________________

Title:_____________________________

Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80 City Manager
Armando G. Villa
12/17/24
Item Title: 10.18
Agreement Amendment with Colantuono, Highsmith and Whatley, PC for Legal Services Item Page Number: 14

Menifee Mayor and City Council
April 2, 2025
Page
463 of 1198

CITY OF MENIFEE
SUBJECT: Notice of Completion and Acceptance for the Cherry Hills Median Conversion Project
MEETING DATE: April 2, 2025
TO: Mayor and City Council
PREPARED BY: Nancy Rodriguez, Management Analyst II
REVIEWED BY: Rebekah Kramer, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Accept the improvements for Capital Improvement Project (CIP) No. 24-22, Cherry Hills Median Conversion Project located on Cherry Hills Boulevard between Pebble Beach Drive and Sun City Boulevard;

2. Authorize the City Clerk’s office to file the Notice of Completion with the Riverside County Recorder’s Office.

DISCUSSION
Since 2012, City staff has progressively completed improvement plans in the City for various street medians. This has included the removal of old inefficient plants, rock, debris, hard scape and replacing them with drought tolerant landscaping.

On November 20, 2024, Council approved a construction contract with David Ollis Landscape Development, Inc. (“Contractor”) for the Cherry Hills Median Conversion Project for a total not exceeding $133,983. The contract included the revitalization of approximately 930 liner feet of street median located on Cherry Hills Boulevard between Pebble Beach Drive and Sun City Boulevard with minimal/low maintenance features including metal designs and rock landscaping.

One Change order in the amount of $6,384 was necessary to complete the project. Change Order No. 1 was approved for the additional purchase of cobble stone. The original base bid called out 42 cubic yards of cobble, however, the Contractor found that an additional 28 cubic yards were needed. The final construction cost for the project was $140,367.

Filing a Notice of Completion (NOC) protects the City from future claims against the project by providing proper notification to each contractor, subcontractor, and material supplier that the project has been completed. The payment bond (Labor and Materials Bond) and performance Item Title: 10.19
Notice of Completion and Acceptance for the Cherry Hills Median Conversion Project Item Page Number: 1

Menifee Mayor and City Council
April 2, 2025
Page
464 of 1198

City of Menifee Staff Report
CIP No. 24-22 Notice of Completion
April 2, 2025

Page 2 of 2 ends

2 5
9 1
bond would be released 30 days following the date of the NOC recordation, provided no stop notices are filed preventing said releases.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
There is no fiscal impact associated with the recommended action.

ATTACHMENTS

1. Notice of Completion

2. Contract Change Order Summary
Item Title: 10.19
Notice of Completion and Acceptance for the Cherry Hills Median Conversion Project Item Page Number: 2

Menifee Mayor and City Council
April 2, 2025
Page
465 of 1198

Recording Requested By:

CITY OF MENIFEE
A
fter Recording Mail To:

CITY CLERK

CITY OF MENIFEE
29844 HAUN ROAD
MENIFEE, CA 92586
Record without fee subject to Govt. Code 6103

NOTICE OF COMPLETION
(Public Works – Civil Code Sec. 9204)
Cherry Hills Median Conversion Project, CIP 24-22
Notice is hereby given that:

Work of improvements on the project herein described were accepted as complete on February 26, 2025. The project consisted of the revitalization of 930 linear feet of street median with drought tolerant landscape features. The project was completed on Cherry Hills Boulevard between Pebble Beach Drive and Sun City Boulevard in the City of Menifee, County of Riverside, State of California.

1. The full name of the Owner is: CITY OF MENIFEE

2. T
he full address of the Owner is: 29844 HAUN ROAD
MENIFEE, CA. 92586

3. T
he undersigned is a Corporate Officer of the Owner of the interest stated below in the property herein described:

STREET MEDIAN IN
MENIFEE, CA 92586

4. T
he name of the contractor for such work of construction is:

D
avid Ollis Landscape Development, Inc.
450 Kansas Street, Suite 104
Redlands, CA 92373

5. T
he property on which said work of improvement was completed is within the City of Menifee, County of Riverside, State of
California.

STATE OF CALIFORNIA)
Ss

COUNTY OF RIVERSIDE)
I, Stephanie Roseen, hereby certify that I am the City Clerk of the City of Menifee, a municipal corporation, which is the owner of the properties described within this Notice of Completion, executed on behalf of the City; that I have read the notice and know the contents thereof and that the facts therein stated are true of my own knowledge under penalty of perjury under the laws of the state of California; that I make this verification on _________________, 20___ for and on behalf of the City.
_____________________________
Stephanie Roseen, City Clerk
Item Title: 10.19
Notice of Completion and Acceptance for the Cherry Hills Median Conversion Project Item Page Number: 3

Menifee Mayor and City Council
April 2, 2025
Page
466 of 1198

Contract Change Order Summary –
David Ollis Landscape Development, Inc.

Cherry Hills Median Conversion Project
(CIP No. 24-22)

Contract Change
Order No. Description
Date
Approved
Additional
Time Amount Percent
001 Installation of an additional 28
cubic yards of cobble 2/20/2025 0 days $6,384 4.75%
Totals 0 days $6,384 4.75%

Original Contract Amount: $133,983
Total Change Order Amount: $6,384
Revised Contract Amount: $140,367

Item Title: 10.19
Notice of Completion and Acceptance for the Cherry Hills Median Conversion Project Item Page Number: 4

Menifee Mayor and City Council
April 2, 2025
Page
467 of 1198

CITY OF MENIFEE
SUBJECT: Acceptance of Public Improvements and 90% Release of Security for Parcel Map 36299-1 Parcel 12, Menifee Town Center, by the Judicial Council of California
MEETING DATE: April 2, 2025
TO: Mayor and City Council
PREPARED BY: Chet Robinson, Principal Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Accept the public improvements for streets, drainage and landscape for the Menifee Justice Center in Parcel 12 of Parcel Map 36299-1, south of Menifee Center Drive and west of Town Center Drive; and

2. Authorize the City Engineer to release 90% of the posted securities per the City’s standard policies.

DISCUSSION
The Judicial Council of California (“Developer”) has constructed the Menifee Justice Center (“Project”) on Parcel 12 of Parcel Map 36299-1 in Menifee Town Center. The Project is located south of Menifee Center Drive and west of Town Center Drive, as depicted in the attached project map. As part of the development requirements, the Developer constructed streets, drainage and landscape improvements.

The Developer has now completed construction of these facilities and is requesting acceptance of the completed improvements into the City’s maintenance system. Staff has inspected the completed improvements, determined that the improvements have been constructed in accordance with City specifications and standards, and verified that all project conditions of approval have been met to release the faithful performance and labor and materials securities in accordance with City policy. A 10% warranty security would be held for a period of one year in accordance with the City Municipal Code. The original posted securities for the improvements are listed in Table 1 and Table 2.

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 1

Menifee Mayor and City Council
April 2, 2025
Page
468 of 1198

City of Menifee Staff Report
Public Improvement Acceptance, PM36299-1, Menifee Justice Center April 2, 2025

Page 2 of 2 ends

2 6
1 3
TABLE 1 - ORIGINAL POSTED STREETS AND DRAINAGE SECURITY Improvement Security No.

Performance / Material
Faithful
Performance
Material and
Labor
Streets/Drainage 107534028 $ 112,500 $ 56,250
Total $ 112,500 $ 56,250
TABLE 1 - ORIGINAL POSTED LANDSCAPE SECURITY
Improvement Security No.

Performance / Material
Faithful
Performance
Material and
Labor
Landscape Add Bond No. $ 23,000 $ 11,500
Total $ 23,000 $ 11,500

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
There is no fiscal impact associated with the recommended action. The developer has paid all necessary fees and deposits to cover the costs of the required inspection of the completed improvements. Ongoing maintenance costs for the improvements would be supported through the approved Fiscal Year 2024/2025 operating budgets in Community Facilities District (CFD) 2014-1.

ATTACHMENTS

1. Project Map

2. Agreement – Improvements

3. Bond - Improvements

4. Agreement – Landscape

5. Bond – Landscape
Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 2

Menifee Mayor and City Council
April 2, 2025
Page
469 of 1198

Menifee Justice Center – Project Map

Item Title: 10.20
Acceptance of Public Improvements and 90% Release of Security for Parcel Map 36299-1 Parcel 12, Menifee Town Center, by the Judicial Council of California Item Page Number: 3

Menifee Mayor and City Council
April 2, 2025
Page
470 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 4

Menifee Mayor and City Council
April 2, 2025
Page
471 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 5

Menifee Mayor and City Council
April 2, 2025
Page
472 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 6

Menifee Mayor and City Council
April 2, 2025
Page
473 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 7

Menifee Mayor and City Council
April 2, 2025
Page
474 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 8

Menifee Mayor and City Council
April 2, 2025
Page
475 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 9

Menifee Mayor and City Council
April 2, 2025
Page
476 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 10

Menifee Mayor and City Council
April 2, 2025
Page
477 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 11

Menifee Mayor and City Council
April 2, 2025
Page
478 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 12

Menifee Mayor and City Council
April 2, 2025
Page
479 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 13

Menifee Mayor and City Council
April 2, 2025
Page
480 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 14

Menifee Mayor and City Council
April 2, 2025
Page
481 of 1198

Item Title: 10.20
Acceptance

Public

Improvements

and

90%

Release

Security

for

Parcel

Map

36299-1

Parcel

12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 15

Menifee Mayor and City Council
April 2, 2025
Page
482 of 1198

PARCEL MAP OR TRACT MAP NO. DATE:

IP:

IMPROVEMENTS
Street/Drainage $ 112,482.30 $ $
*Flood Control $ 0.00 $ $
Total 112,482.30 $ $
Warranty Retention (10%) $
Construction items and their quantities, as shown on the attached sheets, are accurate for the improvements required to construct the above project and the mathmatical extensions, using City's unit costs, are accurate for determining bonding costs
Above amounts do G do not G include additional 20% for recordation prior to having signed plans (Ordinance460, Section 10.3E).

Signature Date
David Sloan 82595 9/30/2020
Name Typed or printed RCE# Exp. Date
Civil Engineer's Stamp
*Flood Control Construction Cost Estimate to be provided by Flood Control District. Provide a copy of Flood Control District letter stating cost estmate.

1. Quantities are to be taken from the Improvement Plans. Unit cost are to be as provided on "City of Menifee Improvement Requirement Worksheet."

2. Show Performance Bond Amounts to the nearest $500.00. Material and Labor Bond Amounts are 50% of Performance Bond Amountss. **100% for Flood Control items.

3. For Construction items not covered by "The City of Menifee Improvement Requirements Worksheet", Design Engineer is to provide his opinion of construction cost and use that cost. If City of Menifee Unit Costs are determined to be too low, in the opinion of the design engineer, the higher costs as provided by the Design Engineer should be used.

19-048S

CITY OF MENIFEE ENGINEERING DEPARTMENT

CONSTRUCTION COST WORKSHEET
10/14/2019

FAITHFUL PERFORMANCE MATERIAL & LABOR

SECURITY SECURITY
(100% of Estimated (**50% of Estimated
Construction Costs) Construction Costs)
112,500.00 56,250.00

0.00 0.00
112,500.00 56,250.00
11,250.00

DESIGN ENGINEER'S CALCULATION OF IMPROVEMENT BONDING COSTS *** PLEASE READ INSTRUCTIONS BELOW ***

REVIEWED BY HARRIS &

ASSOCIATES
PC3 APPROVED 10/18/2019
Item Title: 10.20
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Menifee

Town
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Item Page Number: 16

Menifee Mayor and City Council
April 2, 2025
Page
483 of 1198

CITY OF MENIFEE ENGINEERING DEPARTMENT

IMPROVEMENT REQUIREMENT WORKSHEET

STREET AND DRAINAGE IMPROVEMENTS

UNIT
ROADWAY SECTION 1 Area = S.F.

Excavation
Cut (c) = C.Y.

Road area and side slopes to daylight Fill (f) = C.Y.

C.Y. $ 0.40 $ 0.00
C.Y. $ 1.10 $ 0.00
C.Y. $ 2.80 $ 0.00
TON $ 90.00 $ 1,350.00
Thickness in Feet (0.33' min.) =
C.Y. $ 50.00 $ 1,200.00
Thickness in Feet =
Ton $ 600.00 $ 0.00
ROADWAY SECTION 2 Area = S.F.

Excavation

2. Projects without a Grading Plan: Cut (c) = C.Y.

Road area and side slopes to daylight Fill (f) = C.Y.

C.Y. $ 0.40 $ 0.00
C.Y. $ 1.10 $ 0.00
C.Y. $ 2.80 $ 0.00
TON $ 90.00 $ 0.00
Thickness in Feet (0.33' min.) =
C.Y. $ 50.00 $ 0.00
Thickness in Feet =
Ton $ 600.00 $ 0.00
ROADWAY SECTION 3 Area = S.F.

Excavation

2. Projects without a Grading Plan: Cut (c) = C.Y.

Fill (f) = C.Y.

C.Y. $ 0.40 $ 0.00
C.Y. $ 1.10 $ 0.00
C.Y. $ 2.80 $ 0.00
TON $ 90.00 $ 0.00
Thickness in Feet (0.33' min.) =
C.Y. $ 50.00 $ 0.00
Thickness in Feet =

ITEM QUANTITY UNIT AMOUNT
COST

25.00 $ 0.00 Area x 0.50' (hinge point to hinge point)

2. Projects without a Grading Plan
610

1. Projects with Grading Plan for Roadway
C.Y. $
(c.) Import and Fill -
Asphalt Concrete (144 lbs/cu.ft) 15

0.33 Agg Base Class II 24
If balance, provide (a.) only, either cut or fill
If export, provide (a.)&(b.) a = fill, b = cut - fill
If import, provide (a)&(c), a = cut, c = fill - cut
(Unit costs for (a),(b), & (c) are 20% of actual costs
to assure that work will be corrected to eliminate
hazardous conditions.)
(a.) Excavate and Fill -
(b.) Excavate and Export -
C.Y. $ 25.00 $ 0.00 Area x 0.50' (hinge point to hinge point)

1.05 Asphalt Emulsion (Fog Seal/Paint Binder)
(1 ton = 240 gals)

1. Projects with Grading Plan for Roadway
(c.) Import and Fill -
Asphalt Concrete (144 lbs/cu.ft) -

0.39 Agg Base Class II -
(a.) Excavate and Fill -
(b.) Excavate and Export -
C.Y. $ 25.00 $ 0.00 Area x 0.50' (hinge point to hinge point)

0.5 Asphalt Emulsion (Fog Seal/Paint Binder)
(1 ton = 240 gals)
-

1. Projects with Grading Plan for Roadway
(c.) Import and Fill -
Asphalt Concrete (144 lbs/cu.ft) -

0.39 Agg Base Class II -
(a.) Excavate and Fill -
(b.) Excavate and Export -

0.5 Item Title: 10.20
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Menifee

Town
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Item Page Number: 17

Menifee Mayor and City Council
April 2, 2025
Page
484 of 1198

Ton $ 600.00 $ 0.00
L.F. $ 1.00 $ 326.00
S.F. $ 0.50 $ 0.00
S.Y. $ 0.60 $ 0.00
S.Y. $ 8.00 $ 544.00
L.F. $ 18.00 $ 5,454.00
L.F. $ 3.00 $ 0.00
L.F. $ 7.50 $ 0.00
L.F. $ 10.00 $ 0.00
EA. $ 250.00 $ 0.00
S.F. $ 0.90 $ 0.00
L.F. $ 14.00 $ 574.00
L.F. $ 16.00 $ 0.00
L.F. $ 12.00 $ 612.00
L.F. $ 15.00 $ 0.00
L.F. $ 8.00 $ 0.00
L.F. $ 10.00 $ 0.00
S.F. $ 10.00 $ 0.00
S.F. $ 6.00 $ 4,224.00
S.F. $ 8.00 $ 18,776.00
S.F. $ 6.00 $ 0.00
EA. $ 1,500.00 $ 0.00
EA. $ 2,500.00 $ 0.00
L.F. $ 100.00 $ 0.00
L.F. $ 35.00 $ 0.00
L.F. $ 10.00 $ 0.00
L.F. $ 15.00 $ 0.00
L.F. $ 12.00 $ 0.00
EA. $ 1,000.00 $ 0.00
EA. $ 10,000.00 $ 0.00
EA. $ 5,000.00 $ 5,000.00
EA. $ 150.00 $ 0.00
EA. $ 400.00 $ 0.00
L.F. $ 1.00 $ 25.00
S.Y. $ 8.00 $ 1,184.00
L.F. $ 1.00 $ 40.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
S.F. $ 4.00 $ 0.00
S.F. $ 10.00 $ 0.00
EA $ 100.00 $ 0.00
S.F. $ 3.50 $ 0.00
C.Y. $ 27.00 $ 0.00
EA $ 7,000.00 $ 0.00
S.F. $ 10,000.00 $ 0.00
Grinding A.C. , in place
Remove A.C. Pavement 68
Remove Curb and Gutter 303
Asphalt Emulsion (Fog Seal/Paint Binder)
(1 ton = 240 gals)
-
Sawcut Exist. A.C. Pavement 326
Cold Plane A.C. Pavement
Relocate Mailbox
AC overlay (min. 0.10')
Curb and Gutter (Type 6) 41
Remove A.C. Dike
Remove Chain Link Fence
Remove Barricade
Type 8A Curb
A.C. Dike (6")(incl. material & labor)
A.C. Dike (8")(incl. material & labor)
Curb and Gutter (Type 8)
Type 6A Curb 51
P.C.C. Dip Section Std. 307
ADA Access Ramp (w/ new construction)
ADA Access Ramp (in existing improvements)
P.C.C. Cross Gutter and Spandrels
P.C.C. Sidewalk 704
P.C.C. Driveway Approach 2,347
Chain Link Fence ( 6' )
Relocate Fence
Pipe Gate
Barricades
Metal Beam Guard Railing
Utility Trench, one side (Edison, Telephone, Cable)
(total length of Streets)
Adjust MH to Grade ( if no sewer plan )
Sawcut Concrete Curb and Gutter 25
Remove Concrete Concrete Pavement/Sidewalk 148
Relocate Power Pole
Street Lights (including conduit) 1
Adjust Water Valve to Grade ( if no water plan )
Sawcut Ex. Concrete Sidewalk 40

LANDSCAPING
Maintenance Walk STD 113
Landscape Fill Material
Water Meter
Electric Meter
Colored Stamped Concrete
Street Trees ( 15 Gallon )
Landscape and Irrigation
Item Title: 10.20
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36299-1

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12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 18

Menifee Mayor and City Council
April 2, 2025
Page
485 of 1198

EA $ 3,000.00 $ 15,000.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
EA. $ 200.00 $ 0.00
EA. $ 300.00 $ 0.00
C.Y. $ 400.00 $ 0.00
EA. $ 500.00 $ 0.00
EA $ 2,000.00 $ 0.00
EA $ 2,000.00 $ 0.00
EA $ 2,000.00 $ 0.00
S.F. $ 6.50 $ 0.00
S.F. $ 6.50 $ 0.00
C.Y. $ 400.00 $ 0.00
C.Y. $ 200.00 $ 0.00
C.Y. $ 80.00 $ 0.00
C.Y. $ 90.00 $ 0.00
C.Y. $ 100.00 $ 0.00
C.Y. $ 110.00 $ 0.00
C.Y. $ 100.00 $ 0.00
C.Y. $ 120.00 $ 0.00
C.Y. $ 130.00 $ 0.00
C.Y. $ 140.00 $ 0.00
L.F. $ 113.00 $ 8,475.00
L.F. $ 132.00 $ 0.00
L.F. $ 153.00 $ 0.00
L.F. $ 178.00 $ 0.00
L.F. $ 204.00 $ 0.00
L.F. $ 235.00 $ 0.00
L.F. $ 40.00 $ 0.00
L.F. $ 50.00 $ 0.00
L.F. $ 60.00 $ 0.00
L.F. $ 70.00 $ 0.00
L.F. $ 80.00 $ 0.00
L.F. $ 100.00 $ 0.00
EA. $ 2,500.00 $ 0.00
EA. $ 4,000.00 $ 0.00
EA. $ 7,500.00 $ 0.00
EA. $ 11,000.00 $ 0.00
EA. $ 14,500.00 $ 0.00
EA. $ 2,500.00 $ 0.00
EA. $ 3,500.00 $ 0.00
EA. $ 4,500.00 $ 9,000.00
EA. $ 5,000.00 $ 0.00
EA. $ 12,500.00 $ 0.00
EA. $ 12,500.00 $ 0.00
EA. $ 4,500.00 $ 0.00
EA. $ 5,000.00 $ 0.00
EA. $ 6,500.00 $ 0.00
EA. $ 2,700.00 $ 0.00
Remove trees 5
Cut Off Wall ( Std 2' )
A. C. Overside Drain
Under Sidewalk Drain Std 309

DRAINAGE
Concrete Bulkhead
Slope Anchors for Pipes
Interceptor Drain
R.C. Box Culvert (2 - 3'X5' )
Concrete Channel
Flat Outlet Drainage Structure Std 303
Curb Outlet Drainage Structure Std 308
Terrace Drain & Down Drain
Rip Rap ( 2 Ton ) Method B
Grouted Rip Rap ( 1/4 Ton ) Method B
Grouted Rip Rap ( 1/2 Ton ) Method B
Rip Rap ( 1/4 Ton ) Methob B ( 1.9 tons /CY)
Rip Rap ( 1/2 Ton ) Method B
Rip Rap ( 1 Ton ) Method B
24" R.C.P. round, arch or elliptical
30" R.C.P. round, arch or elliptical
36" R.C.P. round, arch or elliptical
Grouted Rip Rap ( 1 Ton ) Method B
Grouted Rip Rap ( 2 Ton ) Method B
18" R.C.P. round, arch or elliptical 75
24" C.S.P. or HDPE N12
30" C.S.P. or HDPE N12
36" C.S.P. or HDPE N12
42" R.C.P. round, arch or elliptical
48" R.C.P. round, arch or elliptical
18" C.S.P. or HDPE N12
Catch Basin W=7'
Catch Basin W=14'
Catch Basin W=21'
42" C.S.P. or HDPE N12
48" C.S.P. or HDPE N12
Catch Basin W=4'
Junction Structure No. 2 2
Junction Structure No. 6
Transition Structure No. 1
Catch Basin W=28'
Inlet Type IX or X
Junction Structure No. 1
Manhole No. 2
Manhole No. 3
Transition Structure No. 2
Transition Structure No. 3
Manhole No. 1
Item Title: 10.20
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12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 19

Menifee Mayor and City Council
April 2, 2025
Page
486 of 1198

EA. $ 6,500.00 $ 0.00
C.Y. $ 400.00 $ 0.00
EA. $ 3,500.00 $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
$ $ 0.00
S.F $ 2.50 $ 0.00
L.F. $ 0.21 $ 0.00
L.F. $ 0.30 $ 0.00
L.F. $ 0.16 $ 0.00
L.F. $ 0.47 $ 0.00
L.F. $ 0.65 $ 0.00
L.F. $ 0.82 $ 0.00
L.F. $ 1.30 $ 111.80
L.F. $ 0.36 $ 0.00
L.F. $ 0.82 $ 0.00
S.F $ 2.70 $ 81.00
S.F $ 2.50 $ 0.00
L.F. $ 0.52 $ 0.00
L.F. $ 0.47 $ 0.00
L.F. $ 0.83 $ 0.00
L.F. $ 0.63 $ 0.00
L.F. $ 0.78 $ 0.00
L.F. $ 0.97 $ 0.00
L.F. $ 1.13 $ 0.00
L.F. $ 2.83 $ 0.00
S.F $ 3.61 $ 0.00
S.F. $ 2.25 $ 0.00
S.F. $ 3.00 $ 0.00
EA. $ 50.00 $ 0.00
EA. $ 100.00 $ 0.00
EA. $ 275.00 $ 0.00
EA. $ 150.00 $ 900.00
EA. $ 425.00 $ 0.00
EA. $ 250.00 $ 0.00
EA. $ 150.00 $ 0.00
EA. $ 300.00 $ 0.00
EA. $ 60.00 $ 0.00
EA. $ 40.00 $ 0.00
EA. $ 45.00 $ 0.00
EA. $ 3.75 $ 0.00
LS $ 250,000.00 $ 0.00
LS $ 150,000.00 $ 0.00
LS $ 100,000.00 $ 0.00
EA $ 450.00 $ 0.00
EA $ 400.00 $ 0.00
Manhole No. 4
Structural Reinforcement Concrete
Headwall for 36" or smaller storm drain

SIGNING, STRIPING AND SIGNALS
Remove Painted Traffic Stripes and Markings
4" Painted Double Solid Stripes
6" Painted Bike Lane Stripes
8" Painted Channelizing Line
4" Painted Solid Stripes
4" Painted Solid Stripes (2 Coats )
4" Painted Broken Stripes
Painted Pavement Markings 30
Remove Thermoplastic Trafffic Stripes and Markings
4" Thermoplastic Solid Stripes
12" Painted Crosswalk & Limit Line 86
Painted One-Way, No Passing
Painted Two-Way Left Turn Lane
8" Thermoplastic Channelizing Line
12" Thermoplastic Crosswalk & Limit Line
Thermoplastic One-Way, No Passing
4" Thermoplastic Broken Stripes
4" Thermoplastic Double Solid Stripes
6" Thermoplastic Bike Lane Stripes
Thermoplastic Cross Walk and Pavement Marking
Remove, Sign, Salvage
Relocate Roadside Sign
Thermoplastic Two-Way Left Turn Lane
Thermoplastic Pavement Markings
Thermoplastic Channelizing Limit Line and Pavement
Marking
Stop Sign & Post
Road Sign on existing pole / post (One Post)
Road Sign on existing pole / post (Two Post)
Street Name Sign
Install Sign ( Strap and Saddle Bracket Method) 6
Install Sign (Mast Arm Hanger Method)
Pavement Marker, Reflective
New Traffic Signal & Lighting (Major Intersection)
New Traffic Signal & Lighting (Minor Intersection)
Object Marker - Modified Type "F" Delineator
Delineator ( Class 1 Type F)
Delineator ( Class 2 )
Retrofit of Ex. Traffic Signal & Lighting
6' Round Signal Loops
Install Pull Box (#5)
Item Title: 10.20
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Parcel

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36299-1

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12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 20

Menifee Mayor and City Council
April 2, 2025
Page
487 of 1198

EA $ 500.00 $ 0.00
L.F. $ 25.00 $ 0.00
L.F. $ 30.00 $ 0.00
L.F. $ 35.00 $ 0.00
$ $ 0.00
LS $ 8,000.00 $ 0.00
LS $ 40,000.00 $ 0.00
LS $ 30,000.00 $ 0.00
LS $ 15,000.00 $ 15,000.00
A. $ 87,876.80
B. Administrative Contingency (20% x A) $ 17,575.36
C. CM - Inspection - LC (8%) $ 7,030.14
D Streets/Drainage Total (A + B) $ 112,482.30
Install Pull Box (#6)
2" PVC Interconnect Conduit & Cable
3" PVC Interconnect Conduit & Cable
Subtotal
Design/submittals/review
Mobilization
Traffic Control 1
3" PVC Conduit & Fiber Optic Cable
Survey
Item Title: 10.20
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12,

Menifee

Town
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Item Page Number: 21

Menifee Mayor and City Council
April 2, 2025
Page
488 of 1198

DocuSign Envelope ID: B12C3E37-54CA-4AB6-8D68-07DA1B44F30B Item Title: 10.20
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12,

Menifee

Town
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Item Page Number: 22

Menifee Mayor and City Council
April 2, 2025
Page
489 of 1198

DocuSign Envelope ID: B12C3E37-54CA-4AB6-8D68-07DA1B44F30B Item Title: 10.20
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12,

Menifee

Town
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Item Page Number: 23

Menifee Mayor and City Council
April 2, 2025
Page
490 of 1198

DocuSign Envelope ID: B12C3E37-54CA-4AB6-8D68-07DA1B44F30B Item Title: 10.20
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Menifee

Town
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Item Page Number: 24

Menifee Mayor and City Council
April 2, 2025
Page
491 of 1198

DocuSign Envelope ID: B12C3E37-54CA-4AB6-8D68-07DA1B44F30B Item Title: 10.20
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Menifee

Town
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Item Page Number: 25

Menifee Mayor and City Council
April 2, 2025
Page
492 of 1198

DocuSign Envelope ID: B12C3E37-54CA-4AB6-8D68-07DA1B44F30B June 1, 2022
_____________________________
Stephanie Roseen, Acting City Clerk
Item Title: 10.20
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Menifee

Town
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Item Page Number: 26

Menifee Mayor and City Council
April 2, 2025
Page
493 of 1198

DocuSign Envelope ID: B12C3E37-54CA-4AB6-8D68-07DA1B44F30B Item Title: 10.20
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Improvements

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12,

Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 27

Menifee Mayor and City Council
April 2, 2025
Page
494 of 1198

Item Title: 10.20
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12,

Menifee

Town
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Item Page Number: 28

Menifee Mayor and City Council
April 2, 2025
Page
495 of 1198

Item Title: 10.20
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12,

Menifee

Town
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Item Page Number: 29

Menifee Mayor and City Council
April 2, 2025
Page
496 of 1198

Item Title: 10.20
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12,

Menifee

Town
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Item Page Number: 30

Menifee Mayor and City Council
April 2, 2025
Page
497 of 1198

Item Title: 10.20
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Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 31

Menifee Mayor and City Council
April 2, 2025
Page
498 of 1198

Item Title: 10.20
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12,

Menifee

Town
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Item Page Number: 32

Menifee Mayor and City Council
April 2, 2025
Page
499 of 1198

Item Title: 10.20
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Menifee

Town
Center, by the Judicial Council of California
Item Page Number: 33

Menifee Mayor and City Council
April 2, 2025
Page
500 of 1198

Location:

Project:

Subject:

HRS RATE $ EXT QTY UNIT U/P $ EXT QTY UNIT U/P $ EXT

12.8 70.11 898 4 Elm Tree 699.91 2,800 1 Back hoe 500 500 300

12.8 70.11 898
16 70.11 1122
8 70.11 561 16 4" PVC 26.5 600 1 Back hoe 500 500
8 70.11 561 1000
8 70.11 561 28 5 gal shrub 24.99 700
8 70.11 561 4 Hand Box 475 2200
4 70.11 561
500
$5,723 $8,483 $1,414

SALES TAX
Cost Credit
Estimate based on drawings: D-52865A-Rev 3, D-52865B-Rev 3, LP-1A-Rev 3, LP-1B-Rev 3 Menifee Justice Center
City of Menifee Landscape Improvements 33-F2

LABOR MATERIAL

NET SUBTOTALS
SUBTOTAL DELETION BEFORE MARK-DOWN $
$18,900 CONTRACTOR'S COST/CREDIT TOTAL
MARK-UP (NET>0) 20% of the actual direct costs for combined contractor and sub-contractors' OH&P, plus 1% of the actual direct costs for combined contractor and sub-contractors' bond $3,280
SUBTOTAL ADDITION BEFORE MARK-UP $15,620
DELETED WORK:

8.75% SALES TAX 8.75%
Disposal Fee
Delivery of Trees
ADDED WORK:

Removal of (4) Trees

EQUIPMENT ITEM DESCRIPTION
Lump Sum
Irrigation Sleeves
Irrigation Rough in
Shrub Planting
Hand Hole Boxes
Videotapping of Site
Backhoe Operator
Planting of (4) Elm trees
10% of Purchase Price
Lump Sum

JUDICIAL COUNCIL OF CALIFORNIA

MENIFEE JUSTICE CENTER

COST ESTIMATE
Date:

Project No.:
27401 Menifee Center Dr., Menifee, CA 92584 11/16/20121

Page 1 of 1 ends

APPROVED BY GARY
HOYT 11/17/2021

PROVIDED CONTINGENCY

IS ADDED TO TOTAL
IP15-031L_REV3 DELTA4
LANDSCAPING COSTS = $19,000
ADD 20% CONTINGENCY = $4,000
TOTAL SECURITY = $23,000
Item Title: 10.20
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Menifee

Town
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Item Page Number: 34

Menifee Mayor and City Council
April 2, 2025
Page
501 of 1198

CITY OF MENIFEE
SUBJECT: Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project
MEETING DATE: April 2, 2025
TO: Mayor and City Council
PREPARED BY: Nancy Rodriguez, Management Analyst II
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 Contract Change Order No. 3 for the construction contract with Optima RPM, Inc. for the Central Park Amphitheater Capital Improvement Program (CIP) Project No.19-15, to extend the terms of service by 71 working days; and

2. Approve and authorize the City Manager to execute Contract Change Orders No. 5 and No. 6, increasing the contract amount by $220,629.04 for a total amount not-to-exceed $5,391,799.11.

DISCUSSION
The Central Park Amphitheater Project, CIP No. 19-15 (“Project”) is currently under construction.

The Project consists of the construction of two separate and unique structures: the main shade structure and the rear storage and preparation area. Once complete, the amphitheater will be used to hold annual City events, concerts, and performances.

On December 6, 2023, the City Council authorized the execution of a construction contract with Optima RPM, Inc. (“Contractor”) for an amount not-to-exceed $5,133,426.31. Although staff makes every effort to carefully study and anticipate the extent of the scope of work required to achieve project goals, unforeseen needs are often encountered. Site conditions and additional requirements imposed by external agencies are often experienced as a project of this magnitude progresses, which may result in expanding the original scope of work and extending a project timeline. Through the duration of the Project, several change orders have been necessary to accommodate unanticipated costs associated with the construction. These changes are addressed in the form of a Contract Change Order (“CCO”).

Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 1

Menifee Mayor and City Council
April 2, 2025
Page
502 of 1198

City of Menifee Staff Report
CIP 19-15 Contract Change Order
April 2, 2025

Page 2 of 4 ends

2 5
5 7
Pursuant to Menifee Municipal Code §3.12.090, amendments or change orders for construction projects less than 10% of the original agreement and under $50,000 may be approved by the City Manager. As such, CCO No. 1, No. 2, and No. 4 have been administratively approved, thus increasing the overall construction contract with Optima RPM, Inc. to $5,171,170.07.

In order to maintain forward movement on the project, City staff are requesting City Council consideration of CCO No. 3, No. 5, and No. 6 which would result in an extension of term of service by 71 additional working days and increase the construction contract by $220,629.04. The total of all CCO’s is $258,372.80 for a total amount not-to-exceed $5,391,799.11. Details of each requested CCO are outlined in Table 1.

TABLE 1 – CONTRACT ACTIVITY SUMMARY
Contract
Activity
Approval Date Summary of Changes Working
Days
Amount
Original
Contract
December 6, 2023 Construction Services 260 $ 5,133,426.31 CCO No. 1 August 12, 2024 Provide and Install Rigid
conduit
0 $ 25,166.00
CCO No. 2 October 13, 2024 Temporary power
modifications
0 $ 9,329.76
CCO No. 3 Pending Council
Approval
Extension of time
(71 days)
71 $ 0.00
CCO No. 4 February 7, 2025 Excavate around pull box in
slope behind storage
0 $ 3,248.00
CCO No. 5 Pending Council
Approval
Furnish and install acoustic
louvers
0 $ 77,677.13
CCO No. 6 Pending Council
Approval
Fire Sprinkler System 0 $ 142,951.91
Total 331 Days $ 5,391,799.11
CCO No. 1 (Approved August 12, 2024): The work performed resulted in the replacement of the polyvinyl chloride (PVC) conduit with a high strength rigid conduit. Due to the conduit being exposed, a rigid metal conduit was proposed to ensure future safety and ease of maintenance.

Although there was an increase in cost in exchanging the material, City staff were able to recover a portion of the cost by removing several line items from the project that were determined to be redundant.

CCO No. 2 (Approved October 13, 2024): A change in the provisions for temporary power was necessary to support the construction site. Due to the fact that the City’s existing electrical pedestal and panel had to be removed for the placement of the storage building, the contractor was unable to access power service at the construction site. As a result, the contractor had to install a temporary panel and the associated wiring to provide power to the construction site.

Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 2

Menifee Mayor and City Council
April 2, 2025
Page
503 of 1198

City of Menifee Staff Report
CIP 19-15 Contract Change Order
April 2, 2025

Page 3 of 4 ends

2 5
5 7
CCO No. 3 (Pending City Council Approval): The glue-laminated beams are the large wood curved beams that create the primary support for the shade structure over the storage building and the main stage area which gives the amphitheater its unique design and aesthetic characteristic.

The original construction time estimate anticipated manufacturing the glue-laminated beams while the concrete pillars and concrete storage building walls were being constructed. Due to the unique horizontal and vertical curvature of each glue-laminated beam, placement of support anchors, plates, and fabrication of the glue-laminated beams require precise measurements within one eighth of an inch deviation from the designed plans. To meet the design requirements, it was determined that it would be necessary to ensure that the exact survey points to connect the beams to the structure were in place prior to manufacturing the beams. As such, the glulam beam manufacturing could not start until the pillars and storage concrete walls were constructed. The pillars and the concrete storage walls were completed in December 2024 and the manufacturing of the beams has commenced and is anticipated to be delivered by May 2025.

City staff are requesting the project completion date be extended 71 working days from February 19, 2025 to June 2, 2025, for a total of 331 working days, to accommodate the proper survey, design, and fabrication of the glue-laminated beams and anchors.

CCO No. 4 (Approved February 7, 2025): The location of the electrical pull box was initially designed to be placed in a sidewalk located directly behind the concrete stage. Upon further review, it was determined that this location presented issues that might impede accessibility and difficult maintenance of the facility. Moving the pull box out of the walkway required additional grading. The new location of the electrical pull box is located outside the walkway in a 4’ x 3’ area of the back slope behind the storage building.

CCO No. 5 (Pending City Council Approval): In reviewing the finer details related to the acoustic veracity of the structure, it was discovered that the acoustic louvers, an integral item, was omitted from the bid schedule for the project. Although detailed on the plan design, the louvers attached to the forward-facing wall of the storage building were not included in the construction contract. This presented the opportunity to create efficiencies in the design by using composite louvers instead of the intended wood louvers. The identified alternative is less costly than wood and will reduce future maintenance costs due the longevity of the material. The louvers are located on the outside storage wall serving as the background to the stage and were designed to help with the acoustics of the theater. After rejecting initial quotes from the contractor due to high costs, the City agreed on the negotiated cost of $77,677.13.

CCO No. 6 (Pending City Council Approval): While the City’s initial plan approvals did not require fire suppression for the amphitheater’s open-air design, a subsequent review by the Riverside County Fire Marshal determined that a fire sprinkler system was mandatory for compliance with current fire codes. Ensuring the facility meets all applicable safety regulations is non-negotiable and critical to protecting public safety.

The requested contract change orders are necessary to ensure the Central Park Amphitheater is completed to the highest standards of safety, durability, and functionality. These adjustments Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 3

Menifee Mayor and City Council
April 2, 2025
Page
504 of 1198

City of Menifee Staff Report
CIP 19-15 Contract Change Order
April 2, 2025

Page 4 of 4 ends

2 5
5 7
ensure that the project remains compliant with all safety regulations, meets its intended design and performance specifications, and is completed within responsible budget parameters.

By approving these CCO, the City Council would enable the project to move forward without further delays, allowing for timely completion and public use. The amphitheater represents a major investment in the community, and these refinements will enhance its long-term success.

STRATEGIC PLAN OBJECTIVE
Community Engagement and Social Infrastructure

FISCAL IMPACT
The fiscal impact of proposed CCO No. 5 is $77,677.13 and CCO No. 6 is $142,951.91 for a total contract increase of $220,629.04. If approved, the total contract value for Optima RPM Inc. would be adjusted to a total amount not-to-exceed $5,391,799.11. Funding for both CCO’s are available in the adopted project budget, as summarized in Table 2. The total of all CCO’s is $258,372.80 or 5.0% of the original contract amount.

TABLE 2 – PROJECT BUDGET
Fund Available Budget Anticipated Cost
1100 – General Fund $ 448,441.00 $ 211,333.24
4320 – Capital Projects $ 4,398.80 $ 4,398.80 2507 – DIF Public Facilities $ 4,897.00 $ 4,897.00 Total $ 457,736.80 $ 220,629.04
No additional budget appropriation is required.

ATTACHMENTS

1. Project Location Map

2. CCO No. 3 - Proposed

3. CCO No. 5 - Proposed

4. CCO No. 6 - Proposed

5. Original Contract

6. CCO No. 1 - Approved

7. CCO No. 2 - Approved

8. CCO No. 4 - Approved
Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 4

Menifee Mayor and City Council
April 2, 2025
Page
505 of 1198

Project Location

N
Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 5

Menifee Mayor and City Council
April 2, 2025
Page
506 of 1198

CONTRACT CHANGE ORDER NO 3 Page 1 o f 2
P.O. #: 24100102
DESCRIPTION OF CHANGES AND/OR EXTRA WORK:

ITEM U/M QUANTITY % CHANGE UNIT PRICE TOTAL

0.00 0 0.0000 -$ -$
-$
-$
-$
-$
-$
-$
-$
-$
-$
-$
-$
TOTAL ESTIMATED PRICE FOR THIS CHANGE ORDER: -$
JUSTIFICATION: (Be specific on each item. Attach supporting documents as necessary) 71 ADDITIONAL WORKING DAYS WILL BE GRANTED TO CONTRACTOR DUE TO:

DESCRIPTION
Time Extension
CIP No. 19-15
Optima RPM
This document shall become an amendment to the Contract and all provisions of the Contract will apply hereto. This Change Order constitutes a complete and final resolution of all claims of the Contract for additional time or additional compensation related to or affected by work that is the subject of this Change Order. Quantities of items other than Lump Sum are not to exceed the amounts indicated.
2/19/2025DATE:

PROJECT NAME:

PROJECT NO:

CONTRACTOR:

Central Park Amphitheater
The Contractor is hereby directed to make the herein described changes from the plans and specifications and/or perform the following described work not included in the Plans and Specifications for this project. Work items shall include labor, materials, neccesary for the performance and completion of the additional work.equipment, traffic control, and incidentals.

The availability and production of the Glu Lam beams for both the Shade Structure and Storage Structure have long lead times which are not achievable with original
project schedule completion date of February 19, 2025. Completion date will be moved to June 2, 2025. No additional
compensation will take place due to the extension of this change order.

A
ttached to this docu ment i s all backup provided by the contractor. \\MCH-FPSRV-01\CommunityServices\2020 New J Drive\CIP\_Active CIP\CIP 19-15, Central Park Amphitheatre\Change Order - Optima\COR #3\CIP 19-15 Change Order No. 3 Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 6

Menifee Mayor and City Council
April 2, 2025
Page
507 of 1198

Page 2 of 2 ends

PREVIOUS
CCO # Amount % Additional Time Date Approved
1 25,166.00$ 0.49% 0 8/12/2024
2 9,329.76$ 0.18% 0 10/13/2024

0.00%

0.00%
Totals 34,495.76$ 0.67% 0

CURRENT
CCO # Amount % Additional Time Date Approved
3 -$ 0.00% 71 2/19/2025
34,495.76$ 71
Februay 19, 2025
71 June 2, 2025
AUT
HORIZATION BY CITY:

Recommended for approval by:

Date: __________ ____________________________________ Date: __________ Bryce Howell, Park/Landscape Maintenance Manager Cyrus Shahinpar/Southstar Engineering, Resident Engineer Ap
proved by:

Dat
e: __________ D
ate: ______________________________________________
Armando G. Villa, City Manager
A
CCEPTANCE BY CONTRACTOR:

Accepted by: __________________________________ Date: ____________________________ Signature
_____________________________________________________
Please print name and title
Change PVC Conduit to Rigid Conduit
We, the undersigned Contractor, have given careful consideration to the above described changes and/or extra work and hereby agree that said work is a supplement to the contract and all provisions will apply hereto.

Date Started:

Original Completion Date:

Additional Time (Working Days)
____________________________
Rebekah Kramer, Deputy City Manager
5,133,426.31$
____________________________
Time Extension
-$
5,167,922.07$
Changes to Temporary power system

CONTRACT VARIANCE SUMMARY
Current Change Order Amount:

TOTAL ALL CCOs
34,495.76$
Revised Completion Date:

Description
Previous Change Order Amounts:

Description
Revised Contract Amount:

Original Contract Amount:
\\MCH-FPSRV-01\CommunityServices\2020 New J Drive\CIP\_Active CIP\CIP 19-15, Central Park Amphitheatre\Change Order - Optima\COR #3\CIP 19-15 Change Order No. 3 Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Maykel A Hanna , VP
3/10/2025
Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 7

Menifee Mayor and City Council
April 2, 2025
Page
508 of 1198

10/25/2024
Ci
ty of Menifee – Amphitheater Project
CC
O # 3 – Time extension due to manufacturing delay
Bryce,
Listed below is a description of Change Order for extension of time for the Project.

As discussed in weekly meetings, the availability and production of the Glu Lam beams for both the Shade Structure and Storage Structure have long lead times which are not achievable with original project schedule completion date of February 19, 2024. During a meeting on May 14, 2024, the schedule for Glu Lam beam submittal and production was discussed and agreed that an extension of time was acceptable to June 2, 2025 and nothing further beyond that point.

This Contract Change Order will change the original completion date of February 19, 2025 to June 2, 2025 adding 71 days to working days due to this unforeseen condition. There will be no extension of overhead, mobilization or down time charged to the City due to this extension since it was not caused by the City.

This is a no cost Change Order and no additional compensation will be allowed for anything related to the extension of time within this Change Order.

Ca
rl Short, Assistant Resident Engineer/Office Engineer
Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 8

Menifee Mayor and City Council
April 2, 2025
Page
509 of 1198

Page 1 of 2 ends

P.O. #: 24100102
DESCRIPTION OF CHANGES AND/OR EXTRA WORK:

ITEM U/M QUANTITY % CHANGE UNIT PRICE TOTAL
Add LS 1 1.5100 77,677.13$ 77,677.13$
-$
-$
-$
-$
-$
-$
-$
-$
-$
-$
-$
TOTAL ESTIMATED PRICE FOR THIS CHANGE ORDER: 77,677.13$ JUSTIFICATION: (Be specific on each item. Attach supporting documents as necessary) 0 ADDITIONAL WORKING DAYS WILL BE GRANTED TO CONTRACTOR DUE TO:
2/19/2025DATE:

CIP No. 19-15
PROJECT NAME:

PROJECT NO:

CONTRACTOR:

Per contract plans, louvers are shown on drawings however there is not a method a payment for this work. In an effort to save money and maintain cost efficiency an alternative was proposed and accepted by City and designer.

Furnish, install and complete New Tech Wood UH45 Louvers as shown on the project plans, Proposed price include all materials, equipment & labor to complete as designed.

Attached to this document is all backup provided by the contractor.

Optima RPM
This document shall become an amendment to the Contract and all provisions of the Contract will apply hereto. This Change Order constitutes a complete and final resolution of all claims of the Contract for additional time or additional compensation related to or affected by work that is the subject of this Change Order. Quantities of items other than Lump Sum are not to exceed the amounts indicated.

CONTRACT CHANGE ORDER NO. __5_____

DESCRIPTION
Furnish and Install Wood Louvers
\\MCH-FPSRV-01\CommunityServices\2020 New J Drive\CIP\_Active CIP\CIP 19-15, Central Park Amphitheatre\Change Order - Optima\COR #5\CCO 5 - Furnish and Install Louvers Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 9

Menifee Mayor and City Council
April 2, 2025
Page
510 of 1198

Page 2 of 2 ends

PREVIOUS
CCO # Amount % Additional Time Date Approved
1 25,166.00$ 0.49% 0
2 9,329.76$ 0.18% 0
3 -$ 0.00% 71
4 3,248.00$ 0.06% 0

0.00% 0

0.00%

0.00%
Totals 37,743.76$ 0.74% 71

CURRENT
CCO # Amount % Additional Time Date Approved
5 77,677.13$ 1.51% 0
115,420.89$ 2.25% 71
February 5, 2024
February 19, 2025
71 June 2, 2025
A
UTHORIZATION BY CITY:

Recommended for approval by:

Date: __________ ____________________________________ Date: __________ Bryce Howell, Park/Landscape Maintenance Manager Cyrus Shahinpar/Southstar Engineer ing, Resident Engineer A
pproved by:

D
ate: __________ D
ate: ______________________________________________
A
CCEPTANCE BY CONTRACTOR:

Accepted by: ___________________________________Date: ____________________________ Signature
_____________________________________________________
Please print name and title
Previous Change Order Amounts:

Description
Revised Contract Amount:

Original Contract Amount:

Revised Completion Date:
37,743.76$
Furnish and Install Wood Louvers
Description
5,133,426.31$
Temporary power modifications
Extension of Time

CONTRACT VARIANCE SUMMARY
TOTAL ALL CCOs
77,677.13$
5,248,847.20$
Current Change Order Amount:
_____________________________
Excavate around Pull box
Provide and Install Rigid conduit
We, the undersigned Contractor, have given careful consideration to the above described changes and/or extra work and hereby agree that said work is a supplement to the contract and all provisions will apply hereto.

Date Started:

Original Completion Date:

Additional Time (Working Days)
____________________________
Rebekah Kramer, Deputy City Manager
\\MCH-FPSRV-01\CommunityServices\2020 New J Drive\CIP\_Active CIP\CIP 19-15, Central Park Amphitheatre\Change Order - Optima\COR #5\CCO 5 - Furnish and Install Louvers Armando G. Villa, City Manager
Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Maykel A. Hanna , VP
3/10/2025
Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 10

Menifee Mayor and City Council
April 2, 2025
Page
511 of 1198

Date: November 6, 2024
City of Menifee – Amphitheater Project
Bryce,
Listed below is a breakdown of COR # 5 regarding the proposal provided by Optima to Furnish and Install Louvers per project plans.

Change Order Request # 5
Description: Per contract plans, louvers are shown on drawings however there is not a method a payment for this work. In an effort to save money and maintain cost efficiency an alternative was proposed and accepted by City and designer.

Furnish, install and complete New Tech Wood UH45 Louvers as shown on the project plans, Proposed price include all materials, equipment & labor to complete as designed: $ 77,677.13 The contractor provided a Lump Sum price of $ 77,677.13 to perform all the work described above.

No additional time will be added to working days.

Summary:

Change Order # 5 Increase $ 77,677.13

Carl Short, Assistant Resident Engineer/Office Engineer

Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 11

Menifee Mayor and City Council
April 2, 2025
Page
512 of 1198

Optima RPM, Inc.
17945 Sky Park Circle, Suite D
Irvine, California 92614
Phone: (949) 724-1399
Fax: (949) 724-1851
Project: 531 - Central Park Amphitheater - City of Menifee 30268 Civic Plaza Dr, Menifee, CA 92586
Menifee, California
Prime Contract Change Order #001: Timber Louvers
TO: City of Menifee
29995 Evans Rd.

Menifee, California 92586
FROM: Optima RPM, Inc.
17945 Sky Park Circle Suite D
Irvine, California 92614
DATE CREATED: 4/15/2024 CREATED BY: Ferko Farouk (Optima RPM, Inc.) CONTRACT STATUS:Pending - In Review REVISION: 2
REQUEST RECEIVED
FROM:

Maykel Hanna LOCATION:

DESIGNATED REVIEWER:Carl Short (South Star Engineer) REVIEWED BY:

DUE DATE: REVIEW DATE:

INVOICED DATE: PAID DATE:

REFERENCE: CHANGE REASON: Design Development
PAID IN FULL: No EXECUTED: No
ACCOUNTING METHOD: Unit/Quantity Based SCHEDULE IMPACT :

SIGNED CHANGE ORDER
RECEIVED DATE:

FIELD CHANGE: No CONTRACT FOR: 1:Central Park Amphitheater TOTAL AMOUNT : $77,677.13
DESCRIPTION:

As per our meeting discussion the Timber wood louver is not part of the project line items and per architect and Southstar to provide the cost associated to provide and install the Timber louver on additional cost , please find the attached break down for approval .

ATTACHMENTS:

COR # 001 - Timber Lovers - Breakdown - rev.02.pdf, EST442890.20.PDF, Contract q20041.pdf

CHANGE ORDER LINE ITEMS:

# Budget Code Description Qty Units Unit Cost Subtotal
1 L Labor Installation in Field 400.0hours $98.00 $39,200.00 2 E Equipment Lift Equipment 2.0weeks $757.50 $1,515.00 3 M Materials New T echWood UH46 Material 1.0ls $20,625.98 $20,625.98 4 M Materials Misc, screws , plastic , …etc for field install 1.0ls $4,500.00 $4,500.00 Subtotal: $65,840.98
Labor OH & P (20.00% Applies to Labor.): $7,840.00
Equipment OH & P (15.00% Applies to Equipment.): $227.25 Material OH & P (15.00% Applies to Materials.): $3,768.90 Sub OH 7 P (5.00% Applies to Commitment, Owner Cost, and Professional Services.): $0.00 Grand Total: $77,677.13

Optima RPM, Inc. Page 1 of 2 Printed On: 11/6/2024 01:21 PM

PCCO #001

Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 12

Menifee Mayor and City Council
April 2, 2025
Page
513 of 1198

The original (Contract Sum) $0.00
Net change by previously authorized Change Orders $0.00 The contract sum prior to this Change Order was $0.00
The contract sum would be changed by this Change Order in the amount of $77,677.13 The new contract sum including this Change Order will be $77,677.13 The contract time will not be changed by this Change Order.

City of Menifee Optima RPM, Inc.
29995 Evans Rd. 17945 Sky Park Circle Suite D
Menifee, California 92586 Irvine, California 92614

ProcoreArchitectSignHere ProcoreArchitectSignedDate ProcoreOwnerSignHere ProcoreOwnerSignedDate ProcoreGeneralContractorSignHere ProcoreGeneralContractorSignedDate SIGNATURE DATE SIGNATURE DATE SIGNATURE DATE

Optima RPM, Inc. Page 2 of 2 Printed On: 11/6/2024 01:21 PM

PCCO #001
Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 13

Menifee Mayor and City Council
April 2, 2025
Page
514 of 1198

Page 1 of 2 ends

P.O. #: 24100102
DESCRIPTION OF CHANGES AND/OR EXTRA WORK:

ITEM U/M QUANTITY % CHANGE UNIT PRICE TOTAL
Add LS 1 2.7800 142,951.91$ 142,951.91$
-$
-$
-$
-$
-$
-$
-$
-$
-$
-$
-$
TOTAL ESTIMATED PRICE FOR THIS CHANGE ORDER: 142,951.91$ JUSTIFICATION: (Be specific on each item. Attach supporting documents as necessary) 0 ADDITIONAL WORKING DAYS WILL BE GRANTED TO CONTRACTOR DUE TO:
2/19/2025DATE:

CIP No. 19-15
PROJECT NAME:

PROJECT NO:

CONTRACTOR:

Per contract plans, Fire Sprinkler System was not included as part of the original design and was later added as requested by City Fire Department. Furnish, install and Fire Sprinkler System per plan provided to contractor Attached to this document is all backup provided by the contractor.

CONTRACT CHANGE ORDER NO. __6_____

DESCRIPTION
Furnish and Install Fire Sprinkler System
\\MCH-FPSRV-01\CommunityServices\2020 New J Drive\CIP\_Active CIP\CIP 19-15, Central Park Amphitheatre\Change Order - Optima\COR #6\CCO 6 - Furnish and Install Fire Sprinkler System Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 14

Menifee Mayor and City Council
April 2, 2025
Page
515 of 1198

Page 2 of 2 ends

PREVIOUS
CCO # Amount % Additional Time Date Approved
1 25,166.00$ 0.49% 0
2 9,329.76$ 0.18% 0
3 -$ 0.00% 71
4 3,248.00$ 0.06% 0
5 77,677.13$ 1.51% 0

0.00%

0.00%
Totals 115,420.89$ 2.25% 71

CURRENT
CCO # Amount % Additional Time Date Approved
6 142,951.91$ 2.78% 0
258,372.80$ 5.03% 71
February 5, 2024
February 19, 2025
71 June 2, 2025
A
UTHORIZATION BY CITY:

Recommended for approval by:

Date: __________ ____________________________________ Date: __________ Bryce Howell, Park/Landscape Maintenance Manager Cyrus Shahinpar/Southstar Engineer ing, Resident Engineer A
pproved by:

D
ate: __________ D
ate: ______________________________________________
A
CCEPTANCE BY CONTRACTOR:

Description
Revised Contract Amount:

Original Contract Amount:

Revised Completion Date:
115,420.89$
Furnish and Install Fire Sprinkler System
Description
5,133,426.31$
Temporary power modifications
Extension of Time

CONTRACT VARIANCE SUMMARY
TOTAL ALL CCOs
142,951.91$
5,391,799.11$
Current Change Order Amount:
_____________________________
Furnish and Install Wood Louvers
Excavate around Pull box
Provide and Install Rigid conduit
We, the undersigned Contractor, have given careful consideration to the above described changes and/or extra work and hereby agree that said work is a supplement to the contract and all provisions will apply hereto.

Date Started:

Original Completion Date:

Additional Time (Working Days)
____________________________
Rebekah Kramer, Deputy City Manager
\\MCH-FPSRV-01\CommunityServices\2020 New J Drive\CIP\_Active CIP\CIP 19-15, Central Park Amphitheatre\Change Order - Optima\COR #6\CCO 6 - Furnish and Install Fire Sprinkler System Armando G. Villa, City Manager
Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Maykel A. Hanna , VP
3/10/2025
Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 15

Menifee Mayor and City Council
April 2, 2025
Page
516 of 1198

D
ate: January 23, 2025
City of Menifee – Amphitheater Project
Bryce,
Listed below is a breakdown of COR # 6 regarding the proposal provided by Optima to Install Fire Sprinkler System on the Buildings only.

Change Order Request # 6
Description: Per contract plans, Fire Sprinkler System was not included as part of the original design and was later added as requested by City Fire Department.

Furnish, install and Fire Sprinkler System per plan provided to contractor: $142,951.91 The contractor provided a Lump Sum price of $ 142,951.91 to perform all the work described above.

No additional time will be added to working days.

Summary:

Change Order # 6 Increase $ 142,951.91
C
arl Short, Assistant Resident Engineer/Office Engineer
Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 16

Menifee Mayor and City Council
April 2, 2025
Page
517 of 1198

Optima RPM, Inc.
17945 Sky Park Circle, Suite D
Irvine, California 92614
Phone: (949) 724-1399
Fax: (949) 724-1851
Project: 531 - Central Park Amphitheater - City of Menifee 30268 Civic Plaza Dr, Menifee, CA 92586
Menifee, California
Prime Contract Change Order #004: Additional Fire Sprinklers & FireAlarm Per New Permit Drawings TO: City of Menifee
29995 Evans Rd.

Menifee, California 92586
FROM: Optima RPM, Inc.
17945 Sky Park Circle Suite D
Irvine, California 92614
DATE CREATED: 5/21/2024 CREATED BY: Ferko Farouk (Optima RPM, Inc.) CONTRACT STATUS:Pending - In Review REVISION: 1
REQUEST RECEIVED
FROM:

Maykel Hanna LOCATION:

DESIGNATED REVIEWER:Cyrus Shahinpar REVIEWED BY:

DUE DATE: REVIEW DATE:

INVOICED DATE: PAID DATE:

REFERENCE: CHANGE REASON: Design Development
PAID IN FULL: No EXECUTED: No
ACCOUNTING METHOD: Unit/Quantity Based SCHEDULE IMPACT :

SIGNED CHANGE ORDER
RECEIVED DATE:

FIELD CHANGE: No CONTRACT FOR: 1:Central Park Amphitheater TOTAL AMOUNT : $142,951.91
DESCRIPTION:

Per owner request to provide and install new fire alarm and fire sprinkler per the permit set of drawing - Kindly find attached proposal with the 2 back up quotes ATTACHMENTS:

COR # 004 - Breakdown - rev.01.pdf, New Fire Alarm System Proposal.pdf, Fire Protection_Revised.pdf

CHANGE ORDER LINE ITEMS:

# Budget Code Description Qty Units Unit Cost Subtotal
1 L Labor 3 Labor x 8 Days to Mix & Pour concrete & Clean after Pouring concrete 24.0hours $88.32 $2,119.68
2 M Materials Concrete Pouring 1.0months $800.00 $800.00 3 SVC Professional Services Fire sprinkler over head and underground connection1.0ls $104,620.00 $104,620.00 4 SVC Professional Services Fire Alarm for Building 1.0ls $26,214.00 $26,214.00 5 O Other 20% Labor OH & P 1.0ls $423.94 $423.94
6 O Other 15% Material OH & P 1.0ls $120.00 $120.00
7 O Other 5% Subcontractor OH & P 1.0ls $6,541.70 $6,541.70 8 O Other 1.50% Sub Bond 1.0ls $2,112.59 $2,112.59
Grand Total: $142,951.91

Optima RPM, Inc. Page 1 of 2 Printed On: 9/30/2024 11:42 AM

PCCO #004

Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 17

Menifee Mayor and City Council
April 2, 2025
Page
518 of 1198

The original (Contract Sum) $0.00
Net change by previously authorized Change Orders $0.00 The contract sum prior to this Change Order was $0.00
The contract sum would be changed by this Change Order in the amount of $142,951.91 The new contract sum including this Change Order will be $142,951.91 The contract time will not be changed by this Change Order.

City of Menifee Optima RPM, Inc.
29995 Evans Rd. 17945 Sky Park Circle Suite D
Menifee, California 92586 Irvine, California 92614
ProcoreArchitectSignHere ProcoreArchitectSignedDate ProcoreOwnerSignHere ProcoreOwnerSignedDate ProcoreGeneralContractorSignHere ProcoreGeneralContractorSignedDate

SIGNATURE DATE SIGNATURE DATE SIGNATURE DATE
Optima RPM, Inc. Page 2 of 2 Printed On: 9/30/2024 11:42 AM PCCO #004
Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 18

Menifee Mayor and City Council
April 2, 2025
Page
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Project: Central Park Amphitheater
Owner: City of Menifee
Subject COR # 04
Descreption
CLASSIFICATION REG.HRS REG RATE O.T HRS O.T. RATE COST
L 24 88.32 $ 2,119.68$
A ‐$
B ‐$
O ‐$
R ‐$
‐$
‐$
‐$
‐$
‐$
SUB-TOTAL 2,119.68$
Equipment HRS/DAYS QTY RATE COST
‐$
‐$
‐$
‐$
‐$
‐$
‐$
‐$
‐$
SUB-TOTAL ‐$

ITEM UNIT QTY UNIT COST DELIVERY COST
M LS 1 800.00$ 800.00$
A ‐$
T ‐$
E ‐$
R ‐$
I ‐$
A ‐$
L ‐$
SUB-TOTAL 800.00$

ITEM UNIT QTY UNIT COST COST
S LS 1 104,620.0 0$ 104,620.00$
U LS 1 26,214.0 0$ 26,214.00$
B ‐$
‐$
‐$
SUB-TOTAL 130,834.00$
Subtotal 133,753.6 8$
20% Labor 423.9 4$
15% Equipment ‐$
15% Material 120.0 0$
5% Sub 6,541.70$
140,839.32$

1.50% Sub Bond 2,112.59$
142,951.91$ Total Cost
Estimate Break Down
3 Labor x 8 Days
to Mix & Pour concrete & Clean after Pouring concrete
Additional Fire Sprinklers & Fire Alarm Per New Permit Drawings: Per owner request to provide and install new fire alarm and fire sprinkler per the permit set of drawing ‐ Kindly find attached proposal with the 2 back up quotes Concrete Pouring
Sub Total
Fire sprinkler over head and underground connection
Fire alarm for building
Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 19

Menifee Mayor and City Council
April 2, 2025
Page
520 of 1198

Serenity Fire Protection
417 Associated Rd.#215
Brea, CA 92821
Phone (714) 914-1463 Fax (714) 989-2394
California State License No. C16 902927
PWC # 1000055751

Small Business Enterprise (SBE) # 118052
Serenity Fire Protection Page 1

September 13, 2024

Optima RPM
17945 Sky Park Circle Suite D
Irvine, CA 92614
Office: (949) 724-1399 Fax : (949) 724-1851

Re: Menifee Central Park Amphitheater
*Fire Sprinkler Quotation

We are pleased to submit our Fire Sprinkler quotation for the above referenced project. The following quote is based on the Architectural sheets dated 07/15/22.

INCLUSIONS:

Scope of Work: Construction of A New shade structure in Menifee. Sprinkler provide under both structures. • Type Of Construction = Type V-B
• Number of Buildings: 2
• Stories:1
• Size of Buildings:
o Storage Building 2,000 SF
o Outdoor seating canopy 3,525 SF
• Furnish labor and material to install new fire sprinkler system. • System Densities to be light hazard .10/1500 sf
• Sprinkler Heads are ½” white upright heads 5.6 K-Factor 200 degree. • Piping Schedule:
o Main Piping – 2” - 4” Schedule 10 Roll Grooved with Standard Fittings Import or Domestic o Branch Line Piping – 1-1/4” to 2” Schedule 40 Roll Grooved with Standard Fittings Import or Domestic or Threaded with Standard Fittings Import or Domestic o Arm overs & Drops – 1” Schedule 40 Threaded with Standard Fittings Import or Domestic o Bracing - Schedule 40 pipe
• Point of Connection 0’-6” Above Finish Floor. (See add alternate pricing for underground) • To achieve the radius of the structure an additional 90’s and 45’s will be used. • Fire stopping for sprinkler penetrations through fire rated walls. • Design and installation per NFPA #13 2016ed. and Local Fire Authority Prevention Standards • Union Contractor Local 669 & 709
• Signage, and Head Cabinets for overhead sprinkler system only. • Tamper & Flow switches provided for fire riser only. (Wiring by others). • Hydrostatic pressure test on all new piping and all inspections. • Coordination
o Coordinate will all MEP trades
• All required design, installation, inspections, material, fabrication, equipment, cartage and labor • Taxes, & Freight
• 100% SBE company approved by DGS.
• Addendum: None

Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 20

Menifee Mayor and City Council
April 2, 2025
Page
521 of 1198

Serenity Fire Protection
417 Associated Rd.#215
Brea, CA 92821
Phone (714) 914-1463 Fax (714) 989-2394
California State License No. C16 902927
PWC # 1000055751

Small Business Enterprise (SBE) # 118052
Serenity Fire Protection Page 2

EXCLUSIONS:
• Site and/or underground work. (Flush certificate prior to connection) • Bonds or supplemental fees. (if performance bond required add 1.5% to the total contract) • Structural verification, or certification due to the installation of the fire sprinkler components. • Any wood blocking for bracing or hangers for structural supports will be installed by framing contractor.

Layout will be given to framing subcontractor if required. • Structural upgrades do to fire sprinkler system.
• Welding of sprinkler components to structural members. (Done by others) • Electrical/alarm system wiring, conduit or installation. • Draft stop material for water curtains.
• Kitchen hood systems. Installation of risers for Mechanical Wells & Shafts, Grease Ducts Sprinkler Heads & any shaft, hood fire sprinklers heads and welding in the ducts and certifications that do not meet NFPA 96 codes for ducts and shafts, and hood ducts over 75’ or any length and PCU units. • Pre-Action, Dry Chemical, Clean agent, or non-wet systems. • Sewer Drain connection at bottom of Stairs (by plumber). • Painting of any pipe. (done by painters if needed)
• Fire watch.
• Bent pipe to match the radius of structure. (If needed special pricing is needed) • Demo of fire sprinkler system.
• Allowances
• Permits provide by owner.
• Sprinkler under stage or platforms. If needed additional cost will be needed. • Standpipe system.
• Fire Pump, Jockey Pump, & Controller.
• Any third-party inspections (including FPE).
• Painting pipe or covering/wrapping of the fire sprinkler components. • Any off hours work including nights, weekends or legal holidays.

Fire Sprinkler System. $ 95,680.00
Alternate Pricing #1: Pipe bends at the radius of the structure. (will need radius from structural contractor to match.)
$ 8,940.00

Grand Total Pricing with add alternate pricing: $ 104,620.00

Thank you for considering Serenity Fire Sprinklers for this project. We look forward to working with you on this and other projects in the future. This quote is valid for 30 days and is subject to our general terms and conditions. If you have any questions, please do not hesitate to call me at 714-914-1463.

Sincerely,

Robert Black III
Project Manager
[email protected]
Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 21

Menifee Mayor and City Council
April 2, 2025
Page
522 of 1198

www.ascisecurity.com
ASCI Security – 18 Goodyear Suite 100 – Irvine – CA – 92618 Phone: (949) 900-3152 – Fax: (949) 419-6970

New Fire Alarm System Proposal

Installation Address: 30268 Civic Plaza Dr. Menifee, CA 92586

Proposal No: 24-06208
Date: 6-25-24
Menifee Central Park Amphitheater
Prepared for: Optima Property Management
Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 22

Menifee Mayor and City Council
April 2, 2025
Page
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Proposal Number: 24-06208

2 | P a g e

I. Project Overview: Install New Fire Alarm Equipment

ASCI shall provide new fire alarm system drawings and submittals. ASCI shall submit the new fire alarm system plans to the local AHJ for approval and permits. ASCI shall install new cabling, devices and main FACP. ASCI shall perform pretesting to ensure the proper operation of the system. ASCI shall perform finial acceptance testing with the local AHJ and obtain plan/permit signatures to facilitate the final occupation of the premises.

II. Equipment Itemization

Final equipment itemization shall be determined by an approved set of engineered Fire Alarm plans.

III. Service Considerations

ASCI shall provide monitoring and testing services for the first year following the complete installation and testing of the system with the local AHJ with signed monitoring contracts. ASCI shall continue to provide service for an additional year(s) upon per owner’s request. ASCI shall provide an extension agreement approximately (30) days prior to expiration of this agreement.

IV. Investment
A. Payment Terms : A deposit of 50% will be due upon acceptance . The balance will be due upon completion.

Fire Alarm Proposal Cost: $ 26,214.00
B. Installation Notes

1. ASCI to provide and install all cable and equipment noted above for a complete turnkey system.

2. Low-voltage, standard back boxes for fire alarm devices and gutter boxes shall be provided and installed by ASCI Security. Wire will be run to current applicable code standards.

3. Per NFPA 72, smoke detectors and notification appliances (Horn/Strobes) are not required in stairwells.

4. All conduit, including conduit to PIV, waterflow and tamper devices, is included.

5. PIV, waterflow and tamper devices shall be provided and installed by others. ASCI to connect to PIV, waterflow and tamper devices only.

Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 23

Menifee Mayor and City Council
April 2, 2025
Page
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Proposal Number: 24-06208

3 | P a g e

6. Duct smoke detectors shall be installed, powered, and shut down by others.

7. 120VAC circuits at FACP and other fire alarm equipment shall be provided by others.

8. GSM wireless cellular monitoring module will be provided for Central Station Monitoring. A POTs telephone line may be required by AHJ as primary or backup. If required by AHJ, the POTs line shall be provided, installed, and paid for by others.

9. ASCI Security can provide monitoring at building owner’s request.

10. After plan check, approval and permit issuance by City, any additional requirements which may be required by the City/AHJ at time of inspection or not shown on contact construction documents shall be at additional cost and Contractor agrees to issue a change order.

11. UL Certification is not included and additional if required by AHJ.

12. Annual Test and Inspection agreement shall be provided by ASCI Security.

13. Please consider lead-time with regards to Fire Alarm drawings generation (6 to 8 weeks ARO) and City permitting process.

14. Prepare and provide submittal set of plans and submit to AHJ for approval and permits are included.

15. Permit fees are excluded and shall be invoiced at cost.

16. Electronic AutoCAD drawings of project must be provided to produce engineered fire alarm plans.

17. Knox Boxes to be provided by others. If connection to the fire alarm control panel (FACP) is required by Fire Department, additional equipment, wire, and labor will be required and is additional.

C. Exclusions

1. Dedicated 110VAC Circuit to the FACP.

2. Permit or plan check fees.

3. Patching or painting of any surface altered to facilitate the installation.

D. Final Job Notes

1. Final tie down, training and checkout by ASCI

2. All materials and labor subject to preliminary notice and mechanics lien pursuant to California Civil Code Sections 3097, 3098, and 3111

3. This quote is valid for a period of 30 days from date of proposal.

4. Standard 1-year warranty applies to hardware and equipment provided.

5. Equipment that might be needed not inclusive of this proposal will be communicated in writing and an appropriate change order will be generated. No additional work outside of this proposal will be performed without signed approval.

Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 24

Menifee Mayor and City Council
April 2, 2025
Page
525 of 1198

Proposal Number: 24-06208

4 | P a g e

V. Acceptance

Upon acceptance of this proposal and receipt of any deposits, equipment will be ordered. Once shipment and availability information has been received from the suppliers, ASCI can schedule the installation.

Please allow up to three weeks for delivery of equ ipment after receipt of deposit.

Please note, due to global supply chain strains, some equipment may have extended lead times and be subject to shortages and limited availability that are beyond ASCI’s control. ASCI will communicate all lead times as they become available.

ASCI Security Client
Date Date
6-25-24
Submitted by: Accepted by:

Matt Weidenhammer
Signature Signature

Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 25

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April 2, 2025
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Proposal Number: 24-06208

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Customer Initials

TERMS AND CONDITIONS OF SALE
All products sold are subject to the following terms and conditions:

1. ORDER ACCEPTANCE
This sale to buyer will be solely by the terms and conditions contained herein which will supersede any conflicting terms and conditions of Buyer, any statement in Buyer’s terms notwithstanding. These terms constitute the entire agreement between Buyer and Seller, and all prior writings, representations or negotiations with respect to this sale are deemed to be merged therein. Notwithstanding any custom of the trade, this sale does not include the furnishing of any technical or systems design, but any such assistance upon request may be rendered by seller at its options and for a possible additional charge. Modification of any of these terms will be permitted only in writing signed by an authorized representative of each party. Acceptance of this offer is limited to its terms.

2. PRICES, PAYMENT, TAXES
Prices are subject to adjustment by Seller in effect at the time of shipment. Terms are net upon receipt of equipment from date of delivery, unless otherwise specified.

Seller may decline to deliver except for cash or stop goods in transit whenever, for any reason, it has doubts as to Buyer’s financial responsibility or ability to satisfy its obligation under this contract. Pro-rata payments shall become due with respect to partial shipments. Prices are exclusive of any use, sales, excise or other tax, Federal, State, or local, which has been or may be imposed with respect to the sale of personal property or services hereunder. Any su ch tax is for account of Buyer.

A sale made as a result of this quotation will be deemed to be a cash sale based on payment upon request of equipment. If not paid within 10 days, a monthly charg e of 1 ½% of the unpaid balance will be added to the price.

3. CANCELLATION
Orders are accepted with the express understanding that in the event of a request to stop work or cancel any part of the order, damages will be paid us by the purchaser as follows:

A. Any work scheduled for completion within thirty (30) days will be paid for in full and shipment accepted.

B. Buyer and Seller agree that in the event Buyer requests cancellation with respect to work in progress scheduled for completion more than thirty (30) days from the date of such request of cancellation, it will be extremely difficult, costly, impractical and inconvenient to determine the amount of Seller’s actual loss or damag es and it would be reasonable in such event to award Seller, and Buyer shall pay to Seller, damages for all such work in progress and any raw materials or supplies used or for which commitments have been made by Seller in connection with this order in an amount equal to Seller’s full cost thereof plus twenty percent (20) C. Any equipment and/ or tools paid by purchaser shall be his property and shall be removed from our premises by him within thirty (30) days from date of cancellation, at his expense. If not removed within thirty (30) days, the equipment and/ or tools shall be shipped to the purchaser at his expense or scrapped.

4. PACKING AND SHIPPING
Unless Buyer specified, otherwise in writing, products will be packed as Seller may deem proper for protection against normal handling. An extra charge will be made for preservation, waterproofing, and similar added protection for goods. Claims for loss or damage in transit must be entered and prosecuted by the Buyer.

5. DELIVERY
Dates quoted are approximate and are based upon proper receipt of all necessary information and materials to be furnished by Buyer. All sales are f.o.b. Seller’s shipping point unless otherwise specified. Seller shall not be liable for any delays or defaults in performance under this contract by reason of fire, flood, acts of God, labor troubles, inability to secure materials, acts of government or other causes beyond its reasonable control. Seller shall not be liable for direct, special or consequential damages resulting from delay in delivery, failure to manufacture, or breach or repudiation of this contract.

6. WAIVER
Waiver by Seller of a branch by Buyer of any provisions of this agreement shall not be deemed a waiver of future compliance therewith, and such provision, as well as other provisions hereunder, shall remain in full force and effect.

7. CONSTRUCTION
The contract shall be deemed to have been entered into and shall be constructed and interpreted in accordance with the laws of the State of California.

8. SERVICE -WORK
All service work will be charged at the prevailing rate on a per man per workday basis. Sundays and Holidays excluded. Transportation and living expenses are additional.

9. WARRANTY
All products are warranted to be free from defects in workmanship and material for a period of twelve (12) months from date of shipment.

Warranty will be honored within this warranty period upon defective equipment being returned to the factory. All equipment returned to ASCI Security, Inc. is to be shipped postage prepaid and in original shipping cartons whenever possible. Suitable shipping containers and proper insurance are the responsibility of the sender. Upon receipt of defective equipment ASCI Security, Inc. at its option, will repair or replace said product at no charge to sender, except shipping charges.

This warranty does not apply in the event of misuse, abuse, Acts of God, or as a result of unauthorized alterations or repairs. Warranty is void if date stamps or warranty seals are altered, defaced or removed from any product.

This warranty is in lieu of all other warranties, representations or conditions of any kind, expressed or implied, INCLUDING WARRANTIES OF FITNESS OR MERCHANTABILITY OR OTHERWISE, and no person is authorized to assume for us any liability, or make any representation, affirmation or warranty, in connection with the sale of ASCI Security, Inc. products, except as set forth herein.

10. LITIGATION
Should either party institute any action or proceeding to enforce or interpret this contract or any provision hereof, for damages by reason of any alleged breach of this contract or if any provision hereof, or for a declaration of rights hereunder, the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and expenses, including reasonable attorney’s and other fees, incurred by the prevailing party in connection with such action or proceeding.

IMPORTANT: To return any equipment to ASCI Security, Inc. please contact our Customer Service Department, for a Material Return Authorization Number prior to returning equipment. This number will expedite repair and return of your equipment.

Docusign Envelope ID: 122484BC-D7F0-4A08-8D7B-35628724F589 Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 26

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April 2, 2025
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2905/031858-0001
19201719.4 a10/04/23

CITY OF MENIFEE

CONTRACT SERVICES AGREEMENT
CIP 19-15 CENTRAL PARK AMPHITHEATER PROJECT
_________ day of ___________, 2023 by and between the CITY OF MENIFEE, a California and OPTIMA RPM, INC, a California Corporation

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

SECTION 1. SERVICES.

1.1 Scope of Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Services, attached hereto as Contractor will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. The Scope of Services incorporates ices. In the event of a conflict in or inconsistency
between the terms of this Agreement and Exhibit B, this Agreement shall prevail.

1.2 Term of Services. The term of this Agreement shall begin on December 6, 2023.

Unless earlier terminated in accordance with Section 8 of this Agreement, this Agreement shall continue in full force and effect until final written approval and acceptance of the work performed under this Agreement by the Contract Administrator. The time provided to Contractor to complete as provided for in Section 8.

1.3 Standard of Performance.
a. Quality of Work. As a material inducement to City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Contractor shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all Services described herein. Contractor covenants that it shall follow the highest professional standards in performing the Services required hereunder and that Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 27

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April 2, 2025
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2905/031858-0001
19201719.4 a10/04/23 -2-
all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, one or more first-class firms performing similar work under similar circumstances, and to the sole satisfaction of the Contract Administrator.
b. Care of Work. Contractor shall adopt reasonable methods during the term of this Agreement to furnish continuous protection to the Services, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the

c. Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. d. Warranty. Contractor warrants all work under this Agreement (which for purposes of this Subsection 1.3 shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by City of any defect in the work or non-conformance of the work to this Agreement, commence and prosecute with due diligence all work necessary to fulfill requested by City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by obligation hereunder to correct defective
work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 28

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April 2, 2025
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2905/031858-0001
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guarantees, if necessary, on behalf of City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction expenses incurred hereunder upon demand.
e. Skilled and Trained Workforce. Contractor, for itself and its subcontractors at every tier, hereby provides an enforceable commitment to comply with California Public Contract Code section 2600 et seq., which requires use of a skilled and trained workforce to perform all work on the agreements that fall within an apprenticeable occupation in the building and construction trades.
f. Inspection and Final Acceptance. The Services shall be performed to the Agreement, during performance and/or when completed. City shall reject or finally accept rty five (45) days after submitted to City. City shall accept work by a acceptance shall be conclusive as to such work except with respect to latent defects, fraud, and such gross mistakes as amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 4 and Section 5, pertaining to insurance and indemnification, respectively.

1.4 Assignment of Personnel. Contractor shall assign only competent personnel to perform the Services. Contractor shall make every reasonable effort to maintain the stability and Contra
assigned to perform the Services, prior to and during any such performance. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

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

1.6 Force Majeure. The time period(s) specified in the Scope of Services for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Contractor Item Title: 10.21
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shall within ten (10) days of the commencement of such delay notify the Contract Administrator in writing of the causes of the delay. The Contract Administrator shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the sole judgment of the Contract Administrator such delay is justified. The Agreement. In no event shall Contractor be entitled to recover damages against City for any delay of this Agreement pursuant to this Section.

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

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

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

1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, Exhibit A and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit A and any other provisions of this Agreement, the provisions of Exhibit A shall govern.

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SECTION 2. COMPENSATION.

2.1 Contract Amount. City hereby agrees to pay Contractor a sum not to exceed Five Million One Hundred Thirty Three Thousand Four Hundred Twenty Six Dollars and Thirty One Cents ($5,133,426.31) notwithstanding any contrary indications that may be contained in under this Agreement. This compensation may be administratively adjusted pursuant to Section

8.4 herein. In the event of a conflict between this Agreement and Exhibit B, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified in this Section 2 shall be the only payments from City to Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein.

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

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

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Invoices shall be submitted to:

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

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

2.5 Retention of Funds, Final Payment.
a. Contractor hereby authorizes City, in the sole discretion of the Contract Administrator, to retain and deduct from any amount payable to Contractor not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Contractor within sixty (60) days after final acceptance of the Services by the City and after Contractor has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Contractor from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Contractor to insure, indemnify, and protect City as provided in this Agreement. b. Notwithstanding Paragraph a, California Public Contract Code Section 22300 permits the substitution of securities for any retention monies withheld by City for public works Services. At the request and expense of Contractor, securities equivalent to the monies withheld shall be deposited with City, or with a state or federally chartered bank in California as the escrow agent, who shall then pay such monies to Contractor. City retains the sole discretion to approve the bank selected by Contractor to serve as escrow agent. Upon satisfactory completion of the Services, the securities shall be returned to Contractor. Securities eligible for investment shall include those listed in Government Code Section 16430. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. In the alternative, under California Public Contract Code Section 22300, Contractor may request City to make payment of earned retention monies directly to the escrow agent at the expense of Contractor. Also at expense, Contractor may direct investment of the payments into securities, and Contractor shall receive interest earned on such investment upon the same conditions as provided for securities deposited by Contractor. Upon satisfactory completion of the Item Title: 10.21
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Services, Contractor shall receive from the escrow agent all securities, interest and payments received by escrow agent from City pursuant to the terms of California Public Contract Code Section 22300.

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

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

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

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

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

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

SECTION 3. FACILITIES AND EQUIPMENT.

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

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

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

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

SECTION 4. INSURANCE AND BOND REQUIREMENTS.

Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certified copies of insurance policies and original endorsements, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Contractor shall also deliver the payment and performance bonds required by this Section 4 with City. Contractor shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City, and has delivered the required bonds to City. Verification of the required insurance shall be submitted and made part of this Item Title: 10.21
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Agreement prior to execution. Contractor acknowledges the insurance policy must cover inter- insured suits between City and other insureds. Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Contractor may be held activities or the activities of any person or persons for which Contractor is otherwise responsible nor shall it limit Contractor 5. Insurance or
bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do Guide, The
Key Rating Guide, or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Contract Administrator in the Contract continues for more than three (3) years
duration, or in the event the Contract Administrator determines that the Services to be performed under this Agreement creates an increased or decreased risk of loss to City, Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 4 may be changed accordingly upon receipt of written notice from the Contract Administrator; provided that Contractor shall have the right to appeal a determination of increased coverage by the Contract Administrator to the City Council of City within ten (10) days of receipt of notice from the Contract Administrator.

4.1 . Contractor shall, at its sole cost and expense, maintain persons employed directly or indirectly by Contractor pursuant to the provisions of the California Labor Code
shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Contractor may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Contractor, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. Pursuant to California Labor Code Section 1860, Contractor is required to secure the 1861, Contractor hereby submits to City the following:

I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

Contractor Initial: _______

4.2 Commercial General and Automobile Liability Insurance. a. General Requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in Item Title: 10.21
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an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply 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, leased, 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
equivalent). No endorsement shall be attached limiting the coverage. c. Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) The policy must cover inter-insured suits and include a

(iii) The insurance must be maintained for at least one (1) year following the completion of the Services or the expiration or termination of this Agreement. (iv) Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

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

Item Title: 10.21
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(i) The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
(ii) If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Contractor must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right if Contractor cancels or does not renew the coverage.
(iii) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

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

4.5 All Policies Requirements.
a. Verification of Coverage. Prior to beginning the Services under this Agreement, Contractor shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference: CIP 19- 15 CENTRAL PARK AMPHITHEATER PROJECT. The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Contractor. b. Notice of Reduction in or Cancellation of Coverage. Contractor shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
c. Additional Insured; Primary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of Item Title: 10.21
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the following: liability arising out of the Services performed by or on behalf of Contractor, Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

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

4.6 Payment and Performance Bonds. Concurrently with execution of this Agreement, Contractor shall deliver to City a payment (labor and materials) bond and a performance bond, each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secure the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of this Agreement and shall be null and void only if Contractor promptly and faithfully performs all terms and conditions of this Agreement. Payment and performance bonds shall be secured from a surety company rated Grade A or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial Item Title: 10.21
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category Class VII or better, unless such requirements are waived by the Contract Administrator due to unique circumstances, and shall be authorized to write such bonds in the State of California. Contractor shall pay all bond premiums, costs, and incidentals. Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under this Agreement may be permitted at the request and expense of Contractor. Without limiting the foregoing, Contractor understands that Civil Code Section 9550 requires a payment bond for all public works contracts involving an expenditure of more than Twenty-Five Thousand Dollars ($25,000).

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

a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

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

5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or Item Title: 10.21
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subcontractors of Contractor. Contractor will promptly pay any judgment rendered against City, its officers, agents, or employees for any such Claims arising out of or in connection with the performance of or failure to perform such Services, operations or activities of Contractor hereunder.

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

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

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

SECTION 6. INDEPENDENT CONTRACTOR.

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

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

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

SECTION 7. LEGAL REQUIREMENTS.

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

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

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

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(ii) Pursuant to California Labor Code Section 1810, it is stipulated

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

Pursuant to Section 1777.5 it is hereby stipulated that Contractor will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Contractor in connection with this Agreement.
(vi) Pursuant to California Labor Code Section 1775, it is hereby stipulated that Contractor shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Contractor or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to California Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. Pursuant to California Public Contract Code Section 6109, Contractor may not perform any Services hereunder with a subcontractor who is ineligible to perform the Services pursuant to Section 1777.1 or 1777.7 of the California Labor Code.
d. DIR Monitoring. Pursuant to California Labor Code Section 1771.4, Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages. Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Contractor or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing 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 Contractor or any party performing the Services to Item Title: 10.21
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provide any required disclosure or identification as required by California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

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

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

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

7.7 Annual Appropriation of Funding. In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Contractor acknowledges and agrees that to the extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.

7.8 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Contractor and its sureties shall be liable for and shall pay to City the sum of FIVE HUNDRED DOLLARS ($500.00) as liquidated damages for each working Item Title: 10.21
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day of delay in the performance of any of the Services. City may withhold from any monies payable on account of the Services performed by Contractor any accrued liquidated damages.

SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may terminate this Agreement at any time and without cause pursuant to Subsection 8.8.

8.2 Termination by Contractor. Contractor may terminate this Agreement upon sixty

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

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

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. The Contract Administrator shall have the authority to execute amendments to this Agreement
discretion, to the extent permitted by applicable federal, state, and local law. The Contract Administrator may refer any proposed amendment to the City Council for review and approval.

8.6 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination Moreover, a substantial inducement to City for entering into this Agreement was and is the Item Title: 10.21
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professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the Scope of Services, without prior written approval of the Contract Administrator. In the event of any unapproved assignment, including in connection with any bankruptcy proceeding, this Agreement shall be void. No approved assignment shall release Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

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

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

Agreement.

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

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Documents and Data. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, Item Title: 10.21
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drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium (the or caused to be prepared by Contractor, its employees,
subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Administrator or upon the expiration or termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contractor will be at City assignment. Contractor may retain copies of such Documents and Materials for its own use.

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

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

9.3 Records. Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services required by this Agreement and enable the Contract Administrator to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Administrator shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of er 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 Item Title: 10.21
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audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

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

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

SECTION 10. MISCELLANEOUS PROVISIONS.

10.1 . 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
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.

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

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

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

10.5 No Implied Waiver of Breach. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the 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 Contractor Principals and Representatives. The following principals of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

(Name) (Title)

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

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10.8 City Contract Administration. This Agreement shall be administered by a City employee, Nancy Rodriguez, Management Analyst
correspondence shall be directed to or through the Contract Administrator or his designee. It shall progress of the performance of the Services and Contractor shall refer any decisions which must be made by City to the Contract Administrator. Unless otherwise provided by applicable law, the Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Contractor shall not accept direction or orders from any person other than the Contract Administrator or his designee.

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

Attn: Maykel Hanna
17945 Sky Park Circle, Suite D
IRVINE, CA 92614
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Nancy Rodriguez, Management Analyst
with a copy to:

City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

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

10.11 Integration, Interpretation. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed Item Title: 10.21
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for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

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

10.13 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by 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. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of 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. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

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

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

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

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

[Signatures on Following Page]

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

CITY OF MENIFEE

Rebekah Kramer, Acting City Manager
Attest:

Sarah A. Manwaring, City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney

CONTRACTOR

Mohamed Mamoun, President-CEO

Maykel Hanna, VP-RMO-Secretary

Contractor is a corporation, unless provided
with a certificate of secretary in-lieu]
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EXHIBIT A

SPECIAL REQUIREMENTS

INTENTIONALLY LEFT BLANK

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EXHIBIT B

SCOPE OF SERVICES
Services shall include CIP 19-15 CENTRAL PARK AMPHITHEATER PROJECT services, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, in the amount not to exceed Five Million One Hundred Thirty Three Thousand Four Hundred Twenty Six Dollars and Thirty One Cents ($5,133,426.31) as further detailed in the attached pages (if any). If the Services include Services pursuant to a request for proposals or bid, the Services sh
attached thereto. A copy of the Bid Package and/or Request for Proposals, as applicable shall be retained with a copy of this Agreement. Contractor shall keep a copy of the same for at least three (3) years following termination of this Agreement.

The numerical reference for the Bid Package or Request for Proposals is: #59B Central Park Amphitheater CIP 19-15 (Rebid).

Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 53

Menifee Mayor and City Council
April 2, 2025
Page
554 of 1198

2905/031858-0001
19201719.4 a10/04/23

EXHIBIT B

Item Title: 10.21
Contract Change Orders with Optima RPM, Inc. for the Central Park Amphitheater Project Item Page Number: 54

Menifee Mayor and City Council
April 2, 2025
Page
555 of 1198