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investment restrictions placed on the City’s internally managed portfolio. As a result, the City can earn a long-term rate of return greater than what it would attain through its investment pool.

Funds placed in a Section 115 Trust can remain in the Trust until the City chooses to draw down its assets to pay annual benefit obligations. To remain tax-exempt, assets held in a Section 115 Trust are designated as irrevocable, meaning they must be used to fund the City’s pension or OPEB obligations. Therefore, withdrawals from the trust may be made to reimburse the City for current and/or previous year’s payments or to pay pension or OPEB costs directly.

Unfunded Pension Liability (UAL)
The City’s Unfunded Pension Liability is defined as the difference, or gap, between the total estimated current cost of future pension benefits owed to employees and the actual amount of money currently set aside in the City’s pension fund to pay for those benefits. Since incorporation, the City provides retirement benefits to employees as part of the California Public Employees’ Retirement Systems (CalPERS). The City does not participate in social security. As part of the personnel costs included within the adopted operating budget, the City includes the associated employer portion of retirement benefits. The overall CalPERS pension retirement program, which includes the City’s plan, is heavily impacted by factors like investment returns, increasing retirees, and fewer workers. Historically, the City has been able to pay off its unfunded pension liability in a year-to-year basis. However, as the City’s workforce expands and the annual pension contributions also increase, the City should strategize ways to mitigate sharp increases in its annual unfunded pension costs. Exploring a Section 115 Trust would provide an additional option.

Beginning with Fiscal Year (FY) 2024/2025, the City established an Assigned Fund Balance for Unfunded Pension Liability. As each fiscal year closes out, the City reviews the opportunity to continue to contribute to this Assigned Fund Balance, as a measure to address any sudden increases on pension liability from year to year. In consideration of establishing a Section 115 Trust, staff would recommend moving a portion of the current Assigned Fund Balance Unfunded Pension Liability. This would formally and fully commit the funds into trust, which as previously indicated could be used to pay annual benefit obligations.

OPEB
The City of Menifee provides certain medical benefits to eligible retirees. To be eligible to receive the benefits, retirees must have retired directly from the City with a service or disability retirement.

State law requires a minimum employer contribution towards retiree medical for cities using CalPERS as their employee medical plan benefit provider, pursuant to the Public Employees’ Medical & Hospital Care Act (PEMHCA). The City of Menifee currently provides the state minimum contribution per employee of $117.75 in 2024. At present, public agencies have two options for covering OPEB costs. One option is known as “pay-as-you-go,” where the employer makes the required insurance premium payments for its retirees as they are due using the current year’s operating budget. This is the City’s current method of payment. The other option is “pre-funding,” where funds are set aside in a dedicated trust account. Establishing and funding an OPEB trust ensures that an employer can meet its future obligations while leveraging higher yields to decrease the amount to be paid by the City’s General Fund. GASB No. 75 requires agencies to account for and disclose their OPEB costs for all active and retired employees. As of the most recent valuation (June 2025) the City's Net OPEB Liability is $3,836,027 for benefits already earned. Without a plan to address the City's OPEB Liability, this amount will continue to grow.

The California Policy Center publishes a Local Fiscal Health Dashboard. While the City scores a Item Title: 10.4
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90 out of 100 with an overall assessment of “Low Risk,” the one area where the City fell short was in the category of OPEB Funding where the City scored a grade of “F.” The City would quickly improve its overall score dramatically with the establishment and funding of a Section 115 Trust for OPEB.

Purpose of Section 115 Trusts
The purpose of Section 115 Trusts is to help address and alleviate larger pension and OPEB liabilities, public agencies can set up a Section 115 Trust. A Section 115 Trust is a tax-exempt investment tool for cities to prefund essential government expenses (i.e., retirement plan benefits). Since these trust assets are designated for essential government expenses, they are exempt from state-mandated investment restrictions placed on the City’s internally managed portfolio. As a result, the City can earn a long-term rate of return greater than what it would attain through its investment pool. Funds placed in a Section 115 Trust can remain in the Trust until the City chooses to draw down its assets to pay obligations. To remain tax-exempt, assets held in a Section 115 Trust are designated as irrevocable, meaning they must be used to fund the City’s pension or OPEB obligations. Therefore, withdrawals from the trust may be made to reimburse the City for current and/or previous year’s payments or to pay pension or OPEB costs directly.

Request for Proposals (“RFP”) for Section 115 Trust Services Following feedback received by the Finance Committee at the September meeting, staff issued RFP No. 2026-2 for Section 115 Pension Trust administration services (Establishment, Administration, and Investment Management) at the end of October 2025. A total of four proposal responses were received. An evaluation committee comprised of Finance staff evaluated the proposals and invited the top two proposals for finalist interviews. The finalists averaged weighted results of the evaluation completed are summarized in Table 1 and Table 2 below.

TABLE 1 – RFP PROPOSAL EVALUATION
Firm Average Score
(100 Possible Points)
Phase II Systems (dba PARS) 92.00
CalPERS 88.67
Keenan & Associates 84.33
Gaard Capital LLC 50.00
TABLE 2 – RFP INTERVIEW PORTION (TOP 2 FINALISTS)
Firm Average Score
(100 Possible Points)
Phase II Systems (dba PARS) 92.33
CalPERS 82.67
The result of the evaluation identified PARS as the most competitive proposer. In both the proposal and interview process, PARS demonstrated extensive experience with Section 115 Trusts, from set-up to on-going administration, and provided a clear and cohesive approach to move forward. Staff recommends a multiple-employer trust which allows the City to benefit from the cost and administrative efficiencies associated with joining other public entities. Although plan assets are combined between member agencies for economies of scale, there is no cost-sharing of earnings or liabilities in a multiple-employer trust.

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City of Menifee Staff Report
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The RFP results and recommended trust administrator, PARS, was presented to the Finance Committee at the January 13, 2026 meeting. The Committee made a recommendation to bring forward the proposed professional services agreement with PARS for City Council consideration.

Initial Deposits & Revisions to the Fund Balance Policy for the General Fund (Policy No.

CC-07)
The City’s objective with the Trusts is to accumulate assets to fund its CalPERS pension costs and/or OPEB obligations, as well as mitigate the budget impact of costs associated with future associated costs.

It is recommended that the following amounts be deposited to the respective trusts to initiate the trusts be:
$698,747 for the UAL (Unfunded Pension Liability Trust) Section 115 Trust $1,918,014 OPEB Section 115 Trust
Another $1,918,014 related to the OPEB liability will be retained as an Assigned Fund Balance, and staff will assess as part of the FY2026/27 Mid-Cycle and FY2025/26 close out, any additional amount to transfer from the Assigned Fund Balance to the trusts.

Investment Portfolio Selection
City staff will work with its advisory team, including the Trust’s investment advisor, to select investment portfolios based on the City’s risk tolerance and projected withdrawal schedule from the Trust.

Additionally, staff will be updating Fund Balance Policy for the General Fund (Policy No. CC-07) outlining the City’s formal funding strategy with respect to the Section 115 trusts, and excess fund balance. The proposed revisions will be presented at the upcoming Finance Committee meeting for feedback, and then brought forth to City Council for consideration.

STRATEGIC PLAN OBJECTIVE
Thriving Economy

FISCAL IMPACT
The associated Section 115 Trust costs with PARS will be percentage based and relative to the City’s trust portfolio size. In summary, the City will be paying a combined 31.95 basis points (.3195%) represented by: 1) trust administration/consulting fees, estimated at 25 basis points (.25%) for a portfolio of under $10 million and 2) trust and investment advisory/management fees of 6.95 basis points (.0695%) (as of 9/30/2025) for the pooled combined assets of the PARS Option A: Target Index Strategy. While there are associated administration costs for such services, the potential to earn a long-term rate of return greater than what it would attain through its investment pool would offset some of these costs.

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City of Menifee Staff Report
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ATTACHMENTS

1. Agreement

2. Resolution
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AGREEMENT FOR ADMINISTRATIVE SERVICES

This agreement (“Agreement”) is made this 4th day of March 2026, between Phase II Systems, a corporation organized and existing under the laws of the State of California, doing business as Public Agency Retirement Services and PARS (hereinafter “PARS”) and the City of Menifee (“Agency”).

WHEREAS, the Agency has adopted the PARS Public Agencies Post-Employment Benefits Trust for the purpose of prefunding pension obligations and/or Other Post -Employment Benefits (“OPEB ”) obligations (“Plan”) and is desirous of retaining PARS as Trust Administrator to the Trust, to provide administrative services.

NOW THEREFORE, the parties agree:

1. Services. PARS will provide the services pertaining to the Plan as described in the exhibit attached hereto as “Exhibit 1A” (“Services”) in a timely manner, subject to the further provisions of this Agreement.

2. Fees for Services. PARS will be compensated for performance of the Services as described in the exhibit attached hereto as “Exhibit 1B”.

3. Payment Terms. Payment for the Services will be remitted directly from Plan assets unless the Agency chooses to make payment directly to PARS. In the event that the Agency chooses to make payment directly to PARS, it shall be the responsibility of the Agency to remit payment directly to PARS based upon an invoice prepared by PARS and delivered to the Agency. If payment is not received by PARS within thirty (30) days of the invoice delivery date, the balance due shall bear interest at the rate of 1.5% per month. If payment is not received from the Agency within sixty (60) days of the invoice delivery date, payment plus accrued interest will be remitted directly from Plan assets, unless PARS has previously received written communication disputing the subject invoice that is signed by a duly authorized representative of the Agency.

4. Fees for Services Beyond Scope. Fees for services beyond those specified in this Agreement will be billed to the Agency at the rates indicated in the PARS ’ standard fee schedule in effect at the time the services are provided and shall be payable as described in Section 3 of this Agreement. Before any such services are performed, PARS will provide the Agency with a detailed description of the services, terms, and applicable rates for such services. Such services, terms, and applicable rates shall be agreed upon in writing and executed by both parties.

5. Information Furnished to PARS. PARS will provide the Service s contingent upon the Agency providing PARS the information specified in the exhibit attached hereto as “Exhibit 1C” (“Data”). It shall be the responsibility of the Agency to certify the accuracy, content , and completeness of the Data so that PARS may rely on such information without further audit. It shall further be the responsibility of the Agency to deliver the Data to PARS in such a manner that allows for a reasonable amount of time for the Services to be performed. Unless specified in Exhibit 1A, PARS shall be under no duty to question Data received from the Agency, to compute contributions made to the Item Title: 10.4
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Plan, to determine or inquire whether contributions are adequate to meet and discharge liabilities under the Plan, or to determine or inquire whether contributions made to the Plan are in compliance with the Plan or applicable law. In addition, PARS shall not be liable for nonperformance of Services to the extent such nonperformance is caused by or results from erroneous and/or late delivery of Data from the Agency. In the event that the Agency fails to provide Data in a complete, accurate and timely manner and pursuant to the specifications in Exhibit 1C, PARS reserves the right, notwithstanding the further provisions of this Agreement, to terminate this Agreement upon no less than ninety (90) days’ written notice to the Agency during which time, Agency shall have the opportunity to cure the failure to provide Data in a complete and accurate manner. If Agency cures this failure within the 90 -day notice period, PARS shall not terminate this Agreement on the basis of the failure to provide Data in a complete, accurate and timely manner.

6. Records. Throughout the duration of this Agreement, and for a period of five (5) years after termination of this Agreement, PARS shall provide duly authorized representatives of Agency access to all records and material relating to calculation of PARS’ fees under this Agreement. Such access shall include the right to inspect, audit and reproduce such records and material and to verify reports furnished in compliance with the provisions of this Agreement. All information so obtained shall be accorded confidential treatment as provided under applicable law.

7. Confidentiality. Without the Agency’s consent, PARS shall not disclose any information relating to the Plan except to duly authorized officials of the Agency, subject to applicable law, and to parties retained by PARS to perform specific services within this Agreement. The Agency shall not disclose any information relating to the Plan to individuals not employed by the Agency without the prior written consent of PARS, except as such disclosures may be required by applicable law.

8. Independent Contractor. PARS is and at all times hereunder shall be an independent contractor. As such, neither the Agency nor any of its officers, employees or agents shall have the power to control the conduct of PARS, its officers, employees, or agents, except as specifically set forth and provided for herein. PARS shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation, and similar matters.

9. Indemnification. PARS and Agency hereby indemnify each other and hold the other harmless, including their respective officers, directors, and employees, from any claim, loss, demand, liability, or expense, including reasonable attorneys’ fees and costs, incurred by the other as a consequence of , to the extent, PARS’ or Agency’s, as the case may be, negligent acts, errors or omissions with respect to the performance of their respective duties hereunder.

10. Insurance Requirements. PARS shall procure and maintain, at its sole expense, the insurance coverages described in Exhibit 1D, Insurance Requirements, which is attached hereto and incorporated herein by this reference.

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11. Compliance with Applicable Law. The Agency shall observe and comply with federal, state, and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding the administration of the Plan.

PARS shall observe and comply with federal, state, and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding Plan administrative services provided under this Agreement.

12. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California . In the event any party institutes legal proceedings to enforce or interpret this Agreement, venue and jurisdiction shall be in any state court of competent jurisdiction within Riverside County.

13. Force Majeure. When a party’s nonperformance hereunder was beyond the control and not due to the fault of the party not performing, a party shall be excused from performing its obligations under this Agreement during the time and to the extent that its performance is prevented by such cause. Such cause shall include, but not be limited to:
any incidence of fire, flood, acts of God or unanticipated communicable disease, acts of terrorism or war commandeering of material, products, plants or facilities by the federal, state or local government, a material act or omission by the other party or any law, ordinance, rule, guidance or recommendation by the federal, state or local government, or any agency thereof, which becomes effective after the date of this Agreement that delays or renders impractical either party’s performance under the Agreement.

14. Ownership of Reports and Documents. The originals of all letters, documents, reports, and data produced for the purposes of this Agreement shall be delivered to and become the property of the Agency. Copies may be made for PARS but shall not be furnished to others without written authorization from Agency.

15. Designees. The Plan Administrator of the Agency, or their designee, shall have the authority to act for and exercise any of the rights of the Agency as set forth in this Agreement, subsequent to and in accordance with the written authorit y granted by the Governing Body of the Agency, a copy of which writing shall be delivered to PARS.

Any officer of PARS, or his or her designees, shall have the authority to act for and exercise any of the rights of PARS as set forth in this Agreement.

16. Notices. All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of the notices in person or by depositing the notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
(A) To PARS: PARS; 4350 Von Karman Avenue, Suite 100, Newport Beach, CA 92660; Attention: President
(B) To Agency: City of Menifee ; 29844 Haun Road, Menifee, CA 92586; Attention:

City Manager
Notices shall be deemed given on the date received by the addressee.

17. Term of Agreement. This Agreement shall remain in effect for the period beginning March 4, 2026 and ending March 3, 2029 (“Term”). This Agreement may be termina ted Item Title: 10.4
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at any time by giving thirty (30) days written notice to the other party of the intent to terminate. Absent a thirty (30) day written notice to the other party of the intent to terminate, this Agreement will continue unchanged for successive twelve -month periods following the Term.

18. Amendment. This Agreement may not be amended orally, but only by a written instrument executed by the parties hereto.

19. Entire Agreement. This Agreement, including exhibits, contains the entire understanding of the parties with respect to the subject matter set forth in this Agreement.

In the event a conflict arises between the parties with respect to any term, condition or provision of this Agreement, the remaining terms, conditions, and provisions shall remain in full force and legal effect. No waiver of any term or condition of this Agreement by any party shall be construed by the other as a continuing waiver of such term or condition.

20. Attorneys’ Fees. In the event any action is taken by a party hereto to enforce the terms of this Agreement the prevailing party herein shall be entitled to receive its reasonable attorneys’ fees.

21. Counterparts. Electronic Signatures. This Agreement may be executed in any number of counterparts, and in that event, each counterpart shall be deemed a complete original and be enforceable without reference to any other counterpart. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include digital electronic signatures (e.g., DocuSign). The use of digital electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.

22. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

23. Effective Date. This Agreement shall be effective on the date first above written and also shall be the date the Agreement is executed.

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

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CITY OF MENIFEE:

BY:

Armando G. Villa
TITLE: City Manager
DATE:

Attest:
_______________________________
Stephanie Roseen, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

PARS:

BY:

Tod Hammeras
TITLE: Chief Financial Officer
DATE:

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EXHIBIT 1A

SERVICES

PARS will provide the following services for the City of Menifee Public Agencies Post - Employment Benefits Trust:

1. Plan Installation Services:
(A) Meeting with appropria te Agency personnel to discuss plan provisions, implementation timelines, actuarial valuation process, funding strategies, benefit communication strategies, data reporting, and submission requirements for contributions/reimbursements/distributions;
(B) Providing the necessary analysis and advisory services to finalize these elements of the Plan;
(C) Providing the documentation needed to establish the Plan to be reviewed and approved by Agency legal counsel. Resulting final Plan document ation must be approved by the Agency prior to the commencement of PARS Plan Administration Services outlined in Exhibit 1A, paragraph 2 below.

2. Plan Administration Services:
(A) Monitoring the receipt of Plan contributions made by the Agency to the trustee of the PARS Public Agencies Post -Employment Benefits Trust (“Trustee”), based upon information received from the Agency and the Trustee;
(B) Performing periodic accounting of Plan assets, reimbursements /distributions, and investment activity, based upon information received from the Agency and/or Trustee;
(C) Coordinating the processing of distribution payments pursuant to authorized direction by the Agency, and the provisions of the Plan, and, to the extent possible, based upon Agency-provided Data;
(D) Coordinating actions with the Trustee as directed by the Plan Administrator within the scope of this Agreement;
(E) Preparing and submitting a monthly report of Plan activity to the Agency, unless directed by the Agency otherwise;
(F) Preparing and submitting an annual report of Plan activity to the Agency; (G) Facilitating actuarial valuation updates and funding modifications for compliance with the applicable GASB pronouncements and/or statement s, if prefunding OPEB obligations;
(H) Coordinating periodic audits of the Trust;
(I) Monitoring Plan and Trust compliance with federal and state laws.

3. PARS is not licensed to provide and does not offer tax, accounting, legal, investment or actuarial advice.

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EXHIBIT 1B

FEES FOR SERVICES

PARS will be compensated for performance of Services, as described in Exhibit 1A based upon the following schedule:

An annual asset fee shall be paid from Plan assets based on the following schedule:

For Plan Assets from: Annual Rate:

$1 to $10,000,000 0.25%
$10,000,001 to $15,000,000 0.20%
$15,000,001 to $50,000,000 0.15%
$50,000,001 and above 0.10%

Annual rates are prorated and paid monthly. The annual asset fee shall be calculated by the following formula [Annual rate divided by 12 (months of the year) multiplied by the Plan asset balance at the end of the month]. Trustee and Investment Management Fees are not included.

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EXHIBIT 1C

DATA REQUIREMENTS

PARS will provide the Services under this Agreement contingent upon receiving the following information. Agency is solely responsible for ensuring that all information and documentation provided to PARS is true, correct, and authorized:

1. Executed Legal Documents:
(A) Certified Resolution
(B) Adoption Agreement to the Public Agencies Post-Employment Benefits Trust (C) Trustee Investment Forms

2. Contribution – completed Contribution Transmittal Form signed by the Plan Administrator (or authorized Designee) which contains the following information:
(A) Agency name
(B) Contribution amount
(C) Contribution date
(D) Contribution method (Check, ACH, Wire)

3. Distribution – completed Payment Reimbursement /Distribution Form signed by the Plan Administrator (or authorized Designee) which contains the following information:
(A) Agency name
(B) Payment reimbursement/distribution amount
(C) Applicable statement date
(D) Copy of applicable premium, claim, statement, warrant, and/or administrative expense evidencing payment
(E) Signed certification of reimbursement /distribution from the Plan Administrator (or authorized Designee)

4. Other information pertinent to the Services as reasonably requested by PARS and Actuarial Provider.

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EXHIBIT 1D

INSURANCE REQUIREMENTS

1. Workers’ Compensation. PARS 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 PARS 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, PARS 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 PARS , if a program of self-insurance is provided, shall waive all rights of subrogation against Agency and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

2. Commercial General and Automobile Liability Insurance.

General requirements. PARS, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.

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.

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

The insurance shall cover on an occurrence or an accident basis, and not on a claims - made basis. Any failure of PARS to comply with reporting provisions of the policy shall Item Title: 10.4
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not affect coverage provided to Agenc y and its officers, employees, agents, and volunteers.

3. Professional Liability Insurance.

General Requirements. PARS, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self -insured retention shall be shown on the Certificate. If the deductible or self -insured retention exceeds TWENTY -FIVE THOUSAND DOLLARS ($25,000), it must be approved in writing by Agency.

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

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

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.

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, PARS 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 provided that such coverage is commercially available and at reasonable cost. 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. Agency shall have the right to exercise, at PARS’ sole cost and expense, any extended reporting provisions of the policy, if PARS cancels or does not renew the coverage.

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

4. All Policies Requirements.

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 licensed in California.

Verification of Coverage. Prior to beginning the Services under this Agreement, PARS shall furnish Agenc y 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 on its behalf. The certificate of insurance must include the following reference:

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(CONTRACT TITLE) The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: Agency of Menifee, 29844 Haun Road, Menifee, CA 92586. Agency must be endorsed as an additional insured in General and Automobile Liability policies for liability arising out of ongoing and completed operations by or on behalf of PARS.

Notice of Reduction in or Cancellation of Coverage. PARS shall provide written notice to Agency 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 intentionally reduced; or (3) the deductible or self insured retention is intentionally increased. In the event any of said policies of insurance are cancelled, PARS shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.

Additional Insured; Primary Insurance. Agency and its officers, employees,, 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 PARS , including the insured’s general supervision of PARS ; products and completed operations of PARS, as applicable; premises owned, occupied, or used by PARS ; and automobiles owned, leased, or used by PARS 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 Agency or its officers, employees, agents, or authorized volunteers. The insurance provided to Agency as an additional insured must apply on a primary and non - contributory basis with respect to any insurance or self -insurance program maintained by Agency. 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 Agenc y and its officers, officials, employees, and volunteers, and that no insurance or self -insurance maintained by Agency shall be called upon to contribute to a loss under the coverage.

Deductibles and Self -Insured Retentions. PARS shall obtain the written approval of Agency 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, PARS may increase such deductibles or self -insured retentions with respect to Agenc y, 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 PARS 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.

Subcontractors. PARS 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.

Item Title: 10.4
Establishment of Section 115 Trust
Item Page Number: 16

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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 Agency’s interests are otherwise fully protected.

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

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

Item Title: 10.4
Establishment of Section 115 Trust
Item Page Number: 17

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5 1
9 5
3 RESOLUTION NO. 26-____

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE APPROVING

THE ADOPTION OF THE PUBLIC AGENCIES POST-EMPLOYMENT BENEFITS

TRUST ADMINISTERED BY PUBLIC AGENCY RETIREMENT SERVICES (PARS) WHEREAS, PARS has made available the PARS Public Agencies Post-Employment Benefits Trust (the “Program”) for the purpose of prefunding pension obligations and/or OPEB obligations; and
WHEREAS, the City of Menifee (“City”) is eligible to participate in the Program, a tax- exempt trust performing an essential governmental function within the meaning of Section 115 of the Internal Revenue Code, as amended, and the Regulations issued there under, and is a tax- exempt trust under the relevant statutory provisions of the State of California; and WHEREAS, the City’s adoption and operation of the Program has no effect on any current or former employee’s entitlement to post-employment benefits; and WHEREAS, the terms and conditions of post-employment benefit entitlement, if any, are governed by contracts separate from and independent of the Program; and WHEREAS, the City’s funding of the Program does not, and is not intended to, create any new vested right to any benefit nor strengthen any existing vested right; and WHEREAS, the City reserves the right to make contributions, if any, to the Program.

NOW, THEREFORE, BE IT RESOLVED that the City of Menifee, California, does hereby DETERMINE and ORDER as follows:

1. The City Council hereby adopts the PARS Public Agencies Post-Employment Benefits Trust; and

2. The City Council hereby appoints the City Manager, or his/her successor or his/her designee as the City’s Plan Administrator for the Program; and

3. The City’s Plan Administrator is hereby authorized to execute the PARS legal and administrative documents on behalf of the City and to take whatever additional actions are necessary to maintain the City’s participation in the Program and to maintain compliance of any relevant regulation issued or as may be issued; therefore, authorizing him/her to take whatever additional actions are required to administer the City’s Program.

Item Title: 10.4
Establishment of Section 115 Trust
Item Page Number: 18

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5 1
9 5
3 PASSED, APPROVED AND ADOPTED this 4th day of March, 2026.

Bob Karwin, Mayor Pro Tem
Attest:

Stephanie Roseen, City Clerk

Approved as to form:

Jeffrey T. Melching, City Attorney
Item Title: 10.4
Establishment of Section 115 Trust
Item Page Number: 19

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CITY OF MENIFEE
SUBJECT: Proposed Change Proceedings for Community Facilities District No. 2025-4, Heritage Village
MEETING DATE: March 4, 2026
TO: Mayor and City Council
PREPARED BY: Lauri Lockwood, Financial Analyst
REVIEWED BY: Travis Hickey, Chief Financial Officer
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Adopt a resolution of consideration to amend the list of facilities authorized to be financed by Community Facilities District (CFD) No. 2025-4, Heritage Village, located on the northwest corner of Menifee Road and Rouse Road.

DISCUSSION
Lennar Homes of California, LLC (Developer), a California limited liability company, plans to develop a residential community of 162 townhomes homes on approximately seven net acres within the City. The property is located on the northwest corner of Menifee Road and Rouse Road, as shown in the attached location map. CFD 2025-4 was formed in April 2025 to allow the Developer to finance the cost of certain public improvements required within the project.

The facilities the CFD was formed to finance include City fees and facilities as well as Eastern Municipal Water District’s (EMWD) fees and facilities. Following the CFD’s formation, the Developer determined that fees charged by the City and EMWD would be lower than anticipated, enabling the CFD to also finance fees for Romoland School District (School District). There are no proposed changes to the size and mix of homes, nor the assigned special taxes.

Millrose Properties California, LLC, a California Limited Liability Company who currently owns all the taxable land within the district (Owner), petitioned the City to amend the list of facilities the CFD is authorized to finance to include facilities owned by the School District. The proposed new facilities list is described in Exhibit A to the Resolution of Consideration. No other changes to the CFD are requested and the Rate and Method of Apportionment previously approved will not be changed.

Item Title: 10.5
Proposed Change Proceedings for Community Facilities District No. 2025-4, Heritage Village Item Page Number: 1

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City of Menifee Staff Report
Proposed Change Proceedings for CFD 2025-4, Heritage Village March 4, 2026

3 1
8 3
The resolution of consideration, which is the first step in the process to amend the facilities list, schedules a public hearing for April 15, 2026, at which time the City Council would consider approving the amended facilities list.

The proposed change proceedings for this CFD were presented to the Finance Committee at its regularly scheduled meeting on January 13, 2026. Following discussion, the Committee recommended that the item be advanced to the City Council for consideration.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The Developer made a deposit to pay for the costs of the change proceedings, which may be reimbursed to the Developer in accordance with the reimbursement agreement previously entered with the Developer. No additional budget appropriation action(s) is required.

ATTACHMENTS

1. Project Location Map

2. Resolution of Consideration for CFD 2025-4
Item Title: 10.5
Proposed Change Proceedings for Community Facilities District No. 2025-4, Heritage Village Item Page Number: 2

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331-250-028
331-250-029
331-250-030
Rouse Rd
Steamboat Dr
Twin
Harbor
Dr
Half Moon Bay Dr
Matthews Rd
Menifee Rd
Junipero Rd
SHEET 1 OF 1 SHEET
RECORDED THIS ____ DAY OF _______________, 20____ AT
THE HOUR OF ____ O'CLOCK __M IN BOOK _____
PAGE _____ OF MAPS OF ASSESSMENT AND COMMUNITY

FACILITIES DISTRICTS IN THE OFFICE OF THE COUNTY

RECORDER, IN THE COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA.

FEE: _____________ NO.: ______________________

PETER ALDANA, ASSESSOR, COUNTY CLERK, RECORDER
BY: _______________________________
DEPUTY

\_
CFD 2025-4·|}þ74
·|}þ74
§¨¦215

MENIFEE
05 0 0 1 , 0 0 0250 Feet

PROPOSED BOUNDARY MAP
COMMUNITY FACILITIES DISTRICT NO. 2025-4
(HERITAGE VILLAGE)

OF THE CITY OF MENIFEE,

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA

I HEREBY CERTIFY THAT THE WITHIN MAP SHOWING PROPOSED
BOUNDARIES OF COMMUNITY FACILITIES DISTRICT NO. 2025-4
(HERITAGE VILLAGE), OF THE CITY OF MENIFEE, COUNTY OF

RIVERSIDE, STATE OF CALIFORNIA, WAS APPROVED BY THE CITY

COUNCIL OF THE CITY OF MENIFEE AT A REGULAR MEETING
THEREOF, HELD ON ______ DAY OF _______, 20______,
BY RESOLUTION NO. _______________
___________________________________

CITY CLERK

C IT Y OF ME NI FEE

FILED IN THE OFFICE OF THE CITY CLERK, CITY OF MENIFEE, T H I S _ _ __ D A Y O F __ _ _ __ _ _ , 2 0 __ _ _. ______________________________

CITY CLERK

C I T Y O F M E N I F E E

THIS BOUNDARY MAP CORRECTLY SHOWS THE LOT OR PARCEL OF LAND INCLUDED WITHIN THE BOUNDARIES OF THE COMMUNITY FACILITIES DISTRICT.

FOR DETAILS CONCERNING THE LINES AND DIMENSIONS OF LOTS OR PARCEL REFER TO THE COUNTY ASSESSOR MAPS FOR FISCAL YEAR 2024-25. - LEGEND

CITY BOUNDARY

CFD BOUNDARY

PARCEL LINE

XXX-XXX-XXX ASSESSOR PARCEL NUMBER
Item Title: 10.5
Proposed Change Proceedings for Community Facilities District No. 2025-4, Heritage Village Item Page Number: 3

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4896-5528-9228v3/200299-0027
RESOLUTION NO. 26-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, ACTING AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2025 -4,

HERITAGE VILLAGE, OF THE CITY OF MENIFEE, DECLARING ITS INTENTION TO

CONSIDER MODIFYING THE AUTHORIZED FACILITIES FOR THE DISTRICT WHEREAS, after a public hearing, on April 2, 2025, the City Council (the “City Council”) of the City of Menifee (the “City”) adopted Resolution Nos. 25-1559 (the “Resolution of Formation”) and 25- 1560 (the “Resolution to Incur Bonded Indebtedness”) which formed Community Facilities District No. 2025-4, Heritage Village, of the City of Menifee (the “District” or “Community Facilities District No. 2025- 4”) and called a special election on April 2, 2025 within the District on three propositions relating to the levying of a special tax, the incurring of bonded indebtedness and the establishment of an appropriations limit for the District, which were approved by more than two- thirds vote by the qualified electors within the District on April 2, 2025; and
WHEREAS, subsequent to formation, the District received a petition (the “Petition”) signed by Millrose Properties California, LLC, a California limited liability company ( the “Owner”), which currently owns all of the taxable land within the District , to initiate certain changes to amend the list of facilities authorized to be financed by the District to include certain additional facilities necessary for the development as set forth in Exhibit A hereto, consistent with the provisions of Sections 53313.5 of the Government Code.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Menifee, acting as the legislative body of Community Facilities District No. 2025-4, Heritage Village, of the City of Menifee, does hereby determine and order as follows:

Section 1. Each of the above recitals is true and correct and is adopted by the legislative body of the District.

Section 2. The City Council, acting as the legislative body of the District, declares its intention to conduct proceedings pursuant to Article 3. 3 of the Mello-Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Code (the “Act”) to amend the list of authorized facilities set forth in the Resolution of Formation and Exhibit A thereto, to include additional facilities eligible for financing by the District , including those to be owned by the Romoland School District , as set forth in Exhibit A hereto.

The boundaries of Community Facilities District No. 2025 -4 are as shown on the map designated “Community Facilities District No. 2025-4, Heritage Village, City of Menifee, County of Riverside, State of California,” which map was recorded pursuant to Sections 3111 and 3113 of the California Streets and Highways Code in the County Book of Maps of Assessment and Community Facilities Districts in the Assessor -County Clerk - Recorder’s office of the County of Riverside in Book No. 95 Page No. 49 on February 26, 2025, as Instrument No. 2025-0057069.

Section 3. A public hearing (the “Hearing”) on the amended list of authorized facilities shall be held at 6:00 p.m., or as soon thereafter as practicable, on April 15, 2026 , at the City Council Chambers, 29844 Haun Road, Menifee, California. Should the City Council determine to take action to effectuate the foregoing, a special election will be held within the District on amending the list of authorized facilities for the District in accordance with the procedures contained in Government Code Section 53326. If such election is held, the Item Title: 10.5
Proposed Change Proceedings for Community Facilities District No. 2025-4, Heritage Village Item Page Number: 4

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Resolution of Consideration for Change Proceedings for CFD 2025-4, Heritage Village

2 4896-5528-9228v3/200299-0027
proposed voting procedure at the election will be the landowner votes with each landowner who is the owner of record of land within the District at the close of the Hearing, or the authorized representative thereof, having one vote for each acre or portion thereof owned within the District . Ballots for the special election may be distributed by mail or by personal service.

Section 4. At the time and place set forth above for the Hearing, the City Council will receive testimony regarding the matters described in Section 2 above. At the time and place set forth above for the Hearing, any interested person, including all persons owning lands or registered to vote within the District may appear and be heard.

Section 5. The City Clerk is hereby directed to publish a notice (the “Notice”) of the Hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation published in the area of the District. The City Clerk is further directed to mail a copy of the Notice to each of the landowners within the boundaries of the District at least 15 days prior to the Hearing. The Notice shall contain the text or a summary of this Resolution, the time and place of the Hearing, a statement that the testimony of all interested persons or taxpayers will be heard, a description of the protest rights of the registered voters and landowners in the District and a description of the proposed voting procedure for the election required by the Act. Such publication shall be completed at least seven (7) days prior to the date of the Hearing.

Section 6. Except as set forth herein, no other amendments or modifications to the District are being considered at this time
Section 7. This Resolution shall be effective upon its adoption.

PASSED, APPROVED AND ADOPTED this the 4th day of March, 2026.

__________________________

Bob Karwin, Mayor Pro Tem
Attest:

___________________________

Stephanie Roseen, City Clerk
Approved as to form:

___________________________

Jeffrey T. Melching, City Attorney
Item Title: 10.5
Proposed Change Proceedings for Community Facilities District No. 2025-4, Heritage Village Item Page Number: 5

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A-1

4896-5528-9228v3/200299-0027

EXHIBIT A

Types of Facilities To Be
Financed By Community
Facilities District No. 2025-4
The proposed types of public facilities and expenses to be financed by the District include:

The construction, purchase, modification, expansion, rehabilitation and/or improvement of (i) drainage, library, park, street, roadway, traffic signal and streetlights, administration and general government facilities, fire and public safety facilities, landscaping and trail improvements, and other public facilities of the City, including the foregoing public facilities which are included in the City’s fee programs with respect to such facilities and authorized to be financed under the Mello- Roos Community Facilities Act of 1982, as amended (the “City Facilities”); (ii) water and sewer facilities including the acquisition of capacity in the sewer system and/or water system of Eastern Municipal Water District which are included in Eastern Municipal Water District’s water and sewer capacity and connection fee programs (the “Water District Facilities”) ; (iii) interim and permanent school facilities of Romoland School District, including classrooms, multi -purpose facilities, administration and auxiliary space at school facilities, athletic fields, playgrounds and recreational facilities and improvements thereto, landscaping, access roadways, drainage, sidewalks and gutters and utility lines, furniture, equipment and technology, including technology upgrades and mobile devices and infrastructure therefore, with a useful life of at least five (5) years at such school facilities (the “School Facilities”); and (iv) overhead utility undergrounding and dry utilities (the “Utilities” and together, with the City Facilities , the School District Facilities, and the Water District Facilities, the “Facilities”) all appurtenances and appurtenant work in connection with the foregoing Facilities, including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction management and supervision for such Facilities, and to finance the incidental expenses to be incurred, including:
a. The cost of engineering, planning and designing the Facilities; b. All costs, including costs of the property owner petitioning to form the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and
c. Any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities.

Capitalized terms used and not defined herein shall have the meaning set forth in the Rate and Method of Apportionment of Special Taxes for the District.

Item Title: 10.5
Proposed Change Proceedings for Community Facilities District No. 2025-4, Heritage Village Item Page Number: 6

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CITY OF MENIFEE
SUBJECT: Memorandum of Understanding with United States Postal Inspection Service for Criminal Offense Investigation
Coordination Efforts
MEETING DATE: March 4, 2026
TO: Mayor and City Council
PREPARED BY: Christine Booker, Budgets & Grants Analyst REVIEWED BY: David Gutierrez, Acting Police Chief
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to enter into a Memorandum of Understanding (MOU) with the United States Postal Inspection Service (USPIS) for Inland Empire Financial Crimes.

DISCUSSION
On June 19, 2024 the City Council authorized the City Manager to approve an MOU between the City of Menifee Police Department (MPD) and USPIS to develop a cooperative effort with Federal, State, and local law enforcement agencies who are charged with investigating and prosecuting criminal offenses involving financial fraud, identity theft, counterfeit securities, and associated mail theft and violent crimes. This joint task force has worked together to coordinate investigations and cases for criminal prosecution since the signing of this MOU.

Staff are now seeking approval to enter into a new MOU to replace the existing agreement. The proposed MOU would maintain all the same goals and objectives listed below but would update the staffing of the MPD task force officer from part-time to full-time, as well as providing a monthly vehicle stipend of $850. MPD is in the position to fulfill the proposed increased staffing obligation without any additional personnel being requested.

The primary objectives of this MOU are maximizing communication within the participating agency task force members, including the sharing of intelligence, and providing a coordinated response effort to criminal investigations. Additionally, this joint task force seeks to link and associate financial crimes and related complaints with larger schemes and related criminal activity, as well as educating the victims and the public on aspects of identity theft and counterfeit securities to deter future crimes.

Item Title: 10.6
Memorandum of Understanding with United States Postal Inspection Service for Criminal Offense Investigation Coordination Efforts Item Page Number: 1

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City of Menifee Staff Report
USPIS MOU Update
March 4, 2026

3 1
7 3
The proposed MOU would include up to two Postal Investigators provided by the USPIS and up to one Police Detective provided by the MPD. The task force position being allotted in this MOU is an existing Detective position within the MPD organizational structure and no additional bodies are being requested. Any work specific to the task force above and beyond the regular duties of the Detective would be completed in an overtime capacity and reimbursed by USPIS.

Participation in the task force would allow for MPD to request reimbursement for overtime expenses incurred by the assignment Detective. As identified in the Cost Reimbursement Agreement attached to the MOU, for the Fiscal Year (FY) 2025/2026 the allowable reimbursement amount varies per year and is capped for the current FY at $19,372. Reimbursement totals can fluctuate from year to year, but if future funding was ever reduced, adjustment would be made to ensure there is no negative impact on the City’s General Fund. If the funding were to be eliminated, the overtime expenses would be eliminated or absorbed into the existing MPD overtime budget. Additionally, Attachment C, the Vehicle Use Agreement, of the attached MOU shows a monthly stipend of $850 to be used for the vehicle assigned to the task force officer. This stipend would be used to offset existing Enterprise lease agreements.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
There is no immediate fiscal impact associated with the recommended action. The funding for this position is already included in the FY 2025/2026 adopted budget and there is no additional appropriation needed. Additionally, the City could be reimbursed up to $19,372 from the USPIS for overtime work performed that is directly related to work on the task force and allocated a $850 stipend per month for a task force officer vehicle. This would go towards existing Enterprise leases for police department vehicles.

ATTACHMENTS

1. Proposed USPIS MOU

2. Original USPIS MOU
Item Title: 10.6
Memorandum of Understanding with United States Postal Inspection Service for Criminal Offense Investigation Coordination Efforts Item Page Number: 2

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UPDATED 9.22.2025
All previous versions of this form are obsolete Pg. 1 of 6

UNITED STATES POSTAL INSPECTION SERVICE
TASK FORCE OFFICER (TFO) – MEMORANDUM OF UNDERSTANDING

MEMORANDUM OF UNDERSTANDING
between
U.S. Postal Inspection Service
and
Menifee Police Department

1. PARTIES. The Parties to this Memorandum of Understanding (MOU) are the U.S. Postal Inspection Service (USPIS) and Menifee Police Department (Participating Agency).

2. AUTHORITY. Title 18, United States Code (U.S.C.), Section 3061; 39 U.S.C. § 401, 404, and 411.

3. PURPOSE. The Parties agree that effective enforcement of the laws relating to USPIS jurisdiction requires close cooperation and coordination between the two Parties. The Parties have therefore entered into this MOU to govern the use of USPIS designations by certain employees of the Participating Agency.

Law enforcement officers designated by the Chief Postal Inspector as other agents of the United States Postal Service (USPS) with the authority to investigate criminal matters related to the USPS and the mails pursuant to 18 U.S.C. § 3061 may exercise the same powers as a Postal Inspector as set forth in 39 C.F.R. § 233.1 and USPS Administrative Support Manual (ASM) § 2. The Chief Postal Inspector may place limits on the exercise of these powers.

There may be instances when USPIS determines that it is desirable for certain sworn law enforcement employees of the Participating Agency to perform certain USPIS duties. This MOU sets forth the agreement and relationship between the Parties with respect to this determination.

4. RESPONSIBILITIES.

The Parties agree as follows:

USPIS agrees to:
a. Designate certain employees of the Participating Agency as Postal Inspector Task Force Officers (TFOs), to perform the duties as noted on the IS Form 506, Task Force Officer - Designation. A blank copy of IS Form 506, Task Force Officer - Designation, is attached hereto as Attachment A and incorporated herein by reference.

IS Form 510
Item Title: 10.6
Memorandum of Understanding with United States Postal Inspection Service for Criminal Offense Investigation Coordination Efforts Item Page Number: 3

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IS Form 510
UPDATED 9.22.2025
All previous versions of this form are obsolete
Pg. 2 of 6
b. Issue an IS Form 506, Task Force Officer - Designation, to each designated TFO.
c. Provide appropriate training in laws, policies, and procedures to each designated TFO including, but not limited to, the USPIS Task Force Officer Cross-Designation Training Course.

d. Reimburse the Participating Agency for overtime salary expenses directly related to each designated TFO’s work on USPIS investigations as outlined in the IS Form 507, Task Force Officer - Cost Reimbursement Agreement, which is attached hereto as Attachment B and hereby made part of this MOU.

e. Provide a stipend to the Participating Agency for the sole use of providing an acceptable vehicle for the TFO to use in furtherance of their obligations to the USPIS as outlined in the IS Form 508, Task Force Officer - Vehicle Use Agreement, which is attached hereto as Attachment C and hereby made part of this MOU. In the event a TFO is on extended leave or subject to sections 4(r) below, the stipend will be prorated to exclude those days.

f. Provide TFOs access badges, necessary keys, a cellphone, computer, and access to office space and equipment as required.
g. Provide TFOs with USPIS TFO credentials and badge. TFOs are required to identify themselves with the title, badge, and credentials issued by their employing agency. TFOs are prohibited from identifying themselves as Postal Inspectors or as employees of the USPIS. TFOs may display their authorizing documentation or TFO credentials and badge as necessary. h. Process, under appropriate regulations, any injury claim submitted as a result of injuries occurring to the TFOs while such individuals are acting pursuant to this MOU, for compensation under the Federal Employee Workers Compensation Act (5 U.S.C. § 8101, et seq.).

The Participating Agency agrees:
i. That only sworn law enforcement officers of the Participating Agency who successfully complete the appropriate USPIS Task Force Officer Cross- Designation Training Course and receive an approved IS Form 506, Task Force Officer – Designation, will be designated as TFOs.

j. To advise USPIS of each court proceeding in which the validity of a TFO’s enforcement authority becomes an issue and allow USPIS to provide legal memoranda or other assistance as deemed necessary by USPIS.

k. That Participating Agency employees designated as TFOs will follow USPIS directives, instructions, and policies when exercising enforcement authority conveyed by USPIS. Relevant sections of the Inspection Service Manual will be made available upon request.
l. To provide to USPIS, before designation of each TFO and on an ongoing basis, any derogatory information, or information that may call into question the TFO’s truthfulness or ability to testify in court to include any corrective action Item Title: 10.6
Memorandum of Understanding with United States Postal Inspection Service for Criminal Offense Investigation Coordination Efforts Item Page Number: 4

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IS Form 510
UPDATED 9.22.2025
All previous versions of this form are obsolete
Pg. 3 of 6
issued to the TFO by the Participating Agency.

m. To be responsible for the pay and benefits of their employees, subject to section 4(d) above.
n. To return all USPIS-issued equipment and identification when a TFO’s designation is terminated.

o. To furnish a vehicle for use by the TFO. Said vehicle use shall allow the TFO immediate access to such vehicle to travel from their residences in order to be able to respond to joint initiative-related emergency call-outs, and to begin and end tours of duty in order to maximize investigative time, and to otherwise conduct investigations of common interest.

p. To provide the TFO for witness preparation and testimony even if the officer is no longer subject to IS Form 506, Task Force Officer - Designation. q. That TFOs issued body-worn cameras (BWCs) by the Participating Agency are required to utilize BWCs, download and store BWC recordings, and utilize or release BWC recordings, in accordance with USPIS policy.

TFOs who are not issued BWCs by the Participating Agency, will be issued BWCs by the USPIS and will be required to utilize BWCs, download and store BWC recordings, and utilize or release BWC recordings, in accordance with USPIS policy.

r. That TFO designations require immediate revocation if the TFO is charged with a criminal offense, to include, but not limited to, fraud, domestic violence, abuse of law enforcement authority, misuse of a firearm, or theft. Revocations may not be appealed.

s. That TFOs may carry and deploy any weapons and equipment authorized by the Participating Agency while engaged in task force operations, with the following restrictions and exceptions:

1. Deployment of semi-automatic rifles on USPIS operations are required to be approved by the supervising Team Leader, in accordance with USPIS policy.

2. Deployment of specialized tactical equipment and weapons is prohibited, e.g., flash bang devices, sniper rifles. This restriction does not apply if the TFO is supporting a task force operation by participating as a member of a separate entry or tactical team.

t. That TFOs are required to adhere to USPIS application of force policy.

u. That TFOs will complete all required compliance training detailed in USPIS policy.

v. That TFO designations require favorable adjudication at the Background Investigation – High Risk (BI) level. TFOs must maintain the BI level Item Title: 10.6
Memorandum of Understanding with United States Postal Inspection Service for Criminal Offense Investigation Coordination Efforts Item Page Number: 5

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IS Form 510
UPDATED 9.22.2025
All previous versions of this form are obsolete
Pg. 4 of 6
throughout their designation as TFOs.

w. That the Participating Agency will submit an IS Form 505, Task Force Officer – Certificate of Good Standing, for each of its TFOs on an annual basis. A copy is attached hereto as Attachment D and hereby made part of this MOU.

Both Parties agree:

x. That TFO designations may be revoked or discontinued at any time, without cause, by the Chief Postal Inspector or designee or Inspector in Charge of the sponsoring USPIS field division. Revocations and discontinuances may not be appealed.

y. That any abuse of USPIS cross-designation authority by a TFO may lead to the immediate revocation of such cross -designation and the relevant IS Form 506, Task Force Officer - Designation.

z. To schedule periodic meetings to review this MOU, as required.

aa. That forfeiture actions arising from investigations under this MOU will be processed by the USPIS. All seizures subject to this MOU will be equitably shared consistent with DOJ and USPIS equitable sharing guidelines.

bb. That evidence collected in USPIS investigations which require forensic analysis will be submitted to USPIS Forensic Laboratory Services unless otherwise approved by the USPIS.
cc. That the TFO will cooperate in all aspects and phases of the litigation of cases the TFO participated in under this MOU.

dd. That the Participating Agency shall provide the USPIS 30 days advance notice of their intent to cease the TFO activities of an individual subject to an IS Form 506, Task Force Officer - Designation, whenever possible.

ee. To the following information sharing principles:

1. Each Party that discloses PII is responsible for making reasonable efforts to ensure that the information disclosed is accurate, complete, timely, and relevant.

2. Sensitive information from both parties shall be protected from disclosure to authorized persons or groups.

3. The USPIS is providing access to information from its records with the understanding that in the event the recipient becomes aware of any inaccuracies in the data, the recipient will promptly notify the USPIS so that corrective action can be taken. Similarly, if the USPIS becomes aware that information it has received pursuant to this MOU is inaccurate, it will notify the contributing Party so that corrective action can be taken.

Item Title: 10.6
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IS Form 510
UPDATED 9.22.2025
All previous versions of this form are obsolete
Pg. 5 of 6

4. Each Party is responsible for ensuring that information it discloses was not knowingly obtained or maintained in violation of any law or policy applicable to the disclosing Party, and that information is only made available to the receiving Party as may be permitted by laws, regulations, policies, or procedures applicable to the disclosing Party.

5. Each Party will immediately report to the other Party each instance in which data received from the other Party is used, disclosed, or accessed in an unauthorized manner (including any data losses or breaches).

5. REPORTING AND DOCUMENTATION. USPIS will maintain the original signed IS Form 506, Task Force Officer - Designation, and the IS Form 509, Task Force Officer – Policy Acknowledgement. Copies of this form will be held by the Cyber and Investigative Technology Group, Task Force Officer Program, at USPIS National Headquarters, the designated TFO, and the Participating Agency.

6. POINTS OF CONTACT:

USPIS Division LOS ANGELES
Participating
Agency:

Menifee Police Department

Name: Derek Baker
Name: Dave Gutierrez

Title: Team Leader
Title: Acting Chief of Police

Address: 350 W. 5th St.

San Bernardino, CA 92401
Address: 29714 Haun Rd.

Menifee, CA 92586

Telephone: 909-361-7670

E-mail Address: [email protected]

Telephone: 951-723-1520

E-mail Address: [email protected]

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7. OTHER PROVISIONS. This MOU is an internal agreement between the Parties and does not confer any rights, privileges, or benefits to any other party or the public.

Nothing in this MOU is intended to conflict with current laws, regulations, or policies of either Party.

If a term of this MOU is inconsistent with such authority, that term shall be invalid, but the remaining terms and conditions of this MOU shall remain in full force and effect.

The forms and authorities referenced herein may be renamed or replaced by USPIS without prejudice to this MOU.

8. EFFECTIVE DATE. The terms of this MOU will become effective on the date the last Party signs the MOU. The Designation Form of each TFO is effective on the date the last Party signs the form.

9. MODIFICATION. This MOU may be amended by the written concurrence of both Parties.

10. TERMINATION. This MOU may be terminated by either Party upon a 30-day written notification to the other Party.

APPROVED BY:

U.S. Postal Inspection Service

Matt Shields
Menifee Police Department

Agency Name
Armando G. Villa

USPIS Approving Official Name Agency Approving Official Name Inspector in Charge City Manager
USPIS Approving Official Title Agency Approving Official Title USPIS Approving Official Signature Agency Approving Official Signature Date Date

Approved as to Form and Content by:

Inspector-Attorney
Office of Counsel
Attest:

_________________________________
Stephanie Roseen, City Clerk

Approved as to Form:

________________________________________
Jeffrey T. Melching, City Attorney

IS Form 510
UPDATED 9.22.2025
All previous versions of this form are obsolete

Pg. 6 of 6
Item Title: 10.6
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IS Form 507
UPDATED 9.22.2025
All previous versions of this form are obsolete
Pg. 1 of 2

UNITED STATES POSTAL INSPECTION SERVICE

TASK FORCE OFFICER (TFO) - COST REIMBURSEMENT AGREEMENT

It is hereby agreed between the United States Postal Inspection Service (“USPIS”) and Menifee Police Department (Participating Agency),
Federal Taxpayer Identification Number 943439857 that:

Subject to the availability of funds, the USPIS will reimburse the Participating Agency for overtime payments to Task Force Officers (TFOs) for workhours authorized under the Memorandum of Understanding (MOU) between the USPIS and the Participating Agency.

At the beginning of each USPIS fiscal year (FY), prior to the submission of any overtime reimbursement requests, the Participating Agency will provide the salary and hourly overtime rate for each approved TFO subject to the MOU.

Overtime reimbursements for TFOs subject to the MOU will be calculated at the hourly overtime rate provided by USPIS at the beginning of each USPIS Fiscal Year. USPIS will state the maximum reimbursement allowable for overtime worked pursuant to the MOU per TFO.

The Participating Agency agrees to provide monthly overtime invoices specific to individual TFOs to include the date(s) and number of overtime hours worked along with the associated case numbers for each entry. Overtime and vehicle reimbursement requests under this MOU must be submitted to the USPIS at the address below by the 10th calendar day of the next calendar month:

U.S. Postal Inspection Service
ATTN: Diana Johnson
P.O. Box 2000
Pasadena, CA 91101
Reimbursement will be paid to the Participating Agency on a monthly basis following verification by USPIS. Requests received after the 10th calendar day of the next calendar month may not be accepted.

Overtime and vehicle reimbursement will be made directly to the Participating Agency by USPIS. All overtime and vehicle reimbursement payments are made by electronic fund transfer (“EFT”). An ACH vendor/miscellaneous payment enrollment form must be on file with the LOS ANGELES Division Headquarters to facilitate payments.

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IS Form 507
UPDATED 9.22.2025
All previous versions of this form are obsolete
Pg. 2 of 2

Requests for overtime reimbursement must include the following:

1. Name, rank, and Participating Agency identification number of the TFO;

2. Overtime compensation rate;

3. Total Number of reimbursable hours claimed;

4. Dates of work hours claimed and associated USPIS case number for each entry;

5. Certification signed by an appropriate supervisor of the Participating Agency that the request has been personally reviewed, the information is accurate, and the TFOs for whom reimbursement is claimed were assigned to the joint initiative pursuant to the MOU;

6. Invoice number and invoice date;

7. TIN;

8. Banking information, to complete the electronic funds transfer. The necessary banking information is the depositor’s account title, bank account number, routing number, and type of account (checking, savings, or lockbox). If the banking information changes, the Participating Agency must submit a new ACH vendor/miscellaneous payment enrollment form to the USPIS.

APPROVED BY:

U.S. Postal Inspection Service

Matt Shields
Menifee Police Department

Agency Name
Armando G. Villa

USPIS Approving Official Name Agency Approving Official Name Inspector in Charge City Manager
USPIS Approving Official Title Agency Approving Official Title USPIS Approving Official Signature Agency Approving Official Signature Date

Approved as to Form and Content by:

Inspector-Attorney
Office of Counsel
Date

City Attorney

City Clerk
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IS Form 508
UPDATED 9.11.2025
All previous versions of this form are obsolete

It is hereby agreed between the United States Postal Inspection Service (“USPIS”) and Menifee Police Department (Participating Agency),
Federal Taxpayer Identification Number 943439857 that:

The Participating Agency will provide a law enforcement vehicle (LEV) for each of its officers authorized to work as TFOs under the Memorandum of Understanding between the USPIS and the
Participating Agency.

USPIS will provide payment of $2,500.00 per year for the routine maintenance of each such LEV. Respective LEVs, other than in emergency situations, will be driven by personnel of the Participating Agency owning the vehicle.

OR

USPIS agrees to provide the Participating Agency a monthly stipend of $850.00 for the sole use of providing an acceptable vehicle1 for the TFO to use in furtherance of their obligations under this MOU. The stipend incorporates all associated costs for the vehicle to include routine maintenance and minor repairs of the vehicle.

This is an internal government agreement between USPIS and the Participating Agency and is not intended to confer any right or benefit to any private person or party.

Regardless of which option is elected above, the Participating Agency is responsible for all vehicle insurance, actual maintenance, registration, taxes, mileage reimbursement and any other legal obligations related to the LEV and its use.

The Participating Agency also agrees to ensure all officers authorized to work as TFOs under the MOU possess and maintain a valid driver’s license for the duration of their participation as TFOs.

1 An acceptable vehicle is defined as one that is available and operable to meet the needs of the TFO at all times.

UNITED STATES POSTAL INSPECTION SERVICE TASK

FORCE OFFICER - VEHICLE USE AGREEMENT
Attachment C

Item Title: 10.6
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IS Form 508
UPDATED 9.22.2025
All previous versions of this form are obsolete

APPROVED BY:

U.S. Postal Inspection Service

Matt Shields
Menifee Police Department

Agency Name
Armando G. Villa

USPIS Approving Official Name Agency Approving Official Name Inspector in Charge City Manager
USPIS Approving Official Title Agency Approving Official Title USPIS Approving Official Signature Agency Approving Official Signature Date Date
City Attorney

Approved as to Form and Content by: City Clerk

Inspector Attorney
Office of Counsel
Item Title: 10.6
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PO Box 2000
Pasadena, CA 91102-2000
Tel: 877-876-2455 Fax: 626-405-1207

UNITED STATES POSTAL INSPECTION SERVICE

LOS ANGELES DIVISION

ME MORANDUM OF UNDERSTANDING
This document sets forth the general understa nding bet ween the United States Postal Inspection Service (“USPIS”) a nd the City of Menifee on behalf of the Menifee Police Department (collectively, the “parties”) with respect to a joint cooperative law enforcement effort, hereinafter referred to as the Inland Empire Financial Crimes Task Force (or simply, the “Task Force”).

This document is not intended as a formal contract, but ra ther as an expression of understanding to facilitate cooperation. This document is an internal government agreement and is not intended to confer any rights or benefits to any private person or party. The goals of the Inla nd Empire Financial Crimes Ta sk Force will be to protect the public by investiga ting crimina l offenses related to financial fraud, identity theft, counterfeit securities, and associated mail theft and violent crimes.

I. Purpose
The purpose of this Agreement is to develop a cooperative effort with Federal, State and local law enforcement agencies charged with the investigation and prosecution of criminal offenses involving financial fraud, identity theft, counterfeit securities and associated mail theft and violent crimes a s well as to establish the terms and conditio ns under which the participating agency may coordinate investigative efforts with and/or provide assistance to the USPIS in developing investigations and cases for criminal prosecution. Furthermore, this memorandum of understanding (“MOU”) est ablishes the
procedures for the reimbursement of certain overtime and other law enforcement expenses.

II. Mission
To develop a cooperative effort with F ederal and loca l law enforcement agencies charged with the investigation and prosecution of identity theft, counterfeit securities, violent crimes, and related offenses, including but not limited t o bank fraud, access device fraud, wire fraud, mail fraud, mail theft, and embezzlement schemes by means of forgery committed within the State of California.

III. Ob
jectives
A. T
o facilitate and maintain communications with participating agencies to maximize the effective use of the Task Force intelligence and resources; B. To share intelligence and other resources;
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2 C. To provide a coordinated response to identity theft and financial crimes, with an emphasis on organized criminal activity and mail theft, fraud recidivists, and violent criminals;
D. To link and associate isolated financial crimes and related complaints with larger schemes and related criminal activity;
E. To educate victims and the general public about all aspects of identity theft and counterfeit securities;
F. To deter future identity theft crimes through an enhanced awareness of criminal penalties, successful prosecution of violent criminals engaged in financial crimes, and a proactive approach by the law enforcement community.

IV. Authorities
U
SPIS participation in this MOU is authorized under 18 U.S.C. § 3061, 39 U.S.C. §§ 401, 404, and 411.

V. P
articipants
T
he following Federal and local law enforcement agencies are participants in this initiative:

A. US
PIS
B. Menifee Police Department
An
y State or local employees assigned to the T ask Force in accordance with this Agreement are not considered Federal employees, are not employed by the United States Postal Service (“USPS”) or the USPIS. They do not take on the status or benefits of Federal employment, USPS employment, or USPIS employment by virtue of this assignment.

V
I. Personnel Commitment
E
ach participating agency intends to provide experienced law enforcement personnel on a full- or part-time basis as needed to the Task Forc e (singularly, a Task Force Officer or “TFO”) for participation on designated investigations. The participating agency will certify the personnel assigned to the Task Force are not the subject of any current or pending disciplinary actions, or completed disciplinary actions which would in any way compromise the mission of the initiative. Additions or deletions of personnel will be at the discretion of the authorizing supervisors of the respective participants. The participating agencies agree to furnish the following complement of personnel dedicated to the Task Force:

A. US
PIS – up to 2 Postal Inspectors/Task Force Officers
B. Menifee Police Department – up to one (1) Detective/Officer DocuSign Envelope ID: 11B70CD3-0A2D-4463-BD14-450617608A4F Item Title: 10.6
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3 The Menifee Police Department agrees to furnish vehicles for their assigned investigator(s) and provide the ir personnel immediate access to such vehicles to travel from their residences in order to be able to respond to joint initiative-related emergency callouts, to begin and end tours of duty in order to maximize investigative t ime, and to otherwise conduct investigations of common interest.

The Menifee Police Department may request overtime as outlined in this MOU.

Members of the Task Force will be responsible for the investigation of financial fraud, identity theft, counterfeit securities, associated mail theft and violent crimes, and other associated criminal activity. Continued assignment of specific personnel to the Task Force will be based on performance and will be at the discretion of their respective agency heads.

VII. Principles

The following principles will help guide relationships among all law enforcement participants in this initiat ive regarding policy, planning, training, supervision, and public relations. All agencies participating in the initiative agree these principles will serve as a basis to mediate any disputes that arise during its operation.

VIII. Recognition of Authority

The Menifee Police Department recognizes the USPIS is the principal Federal Law Enforcement Agency responsible for the investigation and enforcement of Federal laws regarding the U.S. Mail, use of the mails, and property in the cus tody of the U.S. Postal Service, as well as other Postal offenses.

The Menifee Police Department understands U.S. Mail under the custody or control of USPS is sealed against inspection and cannot be opened except under the authority of a Federal Search Warrant issued pursuant to Rule 41 of the Federal Rules of Criminal Procedure, or by consent from the sender and/or addressee of the mail piece. The Menifee Police Department may not, in any manner, detain or otherwise interfere with U.S. Mail, or record information from mail matter unless specifically authorized to do so by a U.S. Postal Inspector.

IX. Administration

Because this MOU outlines a cooperative endeavor on the part of all the participants, the policy, program involvement, and direction of this initiative should be joint responsibilities of the enforcement supervisors of the participants. Therefore, the cases will be jointly investigated, and no particular participating agency will prevail over another or will act unilaterally. The participants ( or designated representatives) will DocuSign Envelope ID: 11B70CD3-0A2D-4463-BD14-450617608A4F Item Title: 10.6
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4 meet regularly as agreed upon to discuss investigations related to the above -mentioned offenses.

X. Jurisdiction

The determination as to whether a case will be prosecuted at the federal, state, or local level will generally be made following consultation with the United States Attorney Office(s) of jurisdiction. The decision as to whether a case should be prosecuted at the federal, state or local level will be based upon which level of prosecution will best serve the interests of justice consistent with the overall mission objectives of the initiative.

XI. Supervision

In order to affect efficient field operations, operational supervision of the personnel assigned to the Task Force, while working on initiatives or investigations directly related to the Task Force, will be the responsibility of a designated field supervisory officer. For the Task Force, the field supervisory offic er is a U.S. Postal Inspector/Team Leader (also known as the Task Force Supervisor or “TFS” ) assigned to the Los Angeles Division, San Bernardino Domicile. On matters not related to the Task Force, assigned personnel will continue to be subject to the established lines of supervision of their respective agencies.

In the event of a conflict with respect to supervisory authority, no action will be taken by the involved personnel until the conflict is resolved at the agency head level. Each member of the Task Force is subject to the personnel rules, regulations, laws and policies applicable to th eir respective agency. Each Task Force member will continue to report to his or her respective agency supervisor for non -investigative matters not detailed in this MOU.

Dismissal from the Task Force is at the sole discretion of the Postal Inspection Service.

XII. Operation

The TFS, in consultation with a case specific Assistant United States Attorney (“AUSA”), or the state and/or local prosecutor, will be primarily responsible for directing and monitoring investigations related to the Task Force. In cases which have been designated for federal prosecution, all investigative procedures shall conform to the current USPIS and Department of Justice regulations and guidelines on criminal investigations and undercover operations.

XIII. Information Sharing

A. No information possessed by the USP IS, to include information derived from informal communications between Task Force personnel and USPIS employees DocuSign Envelope ID: 11B70CD3-0A2D-4463-BD14-450617608A4F Item Title: 10.6
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5 not assigned to the Task Force, may be disseminated by Task Force personnel to non-Task Force personnel without prior USPIS authorization and in accordance with the applicable laws and internal regulations, procedures or agreements between the Task Force and the participating agencies that would permit the participating agencies to receive that information directly. Likewise, Task Force personnel will not provide any participating agencies’ information to the USPIS that is not otherwise available to it unless authorized by appropriate participating agency officials. This prohibition shall not be interpreted to limit or prevent discussion between the Task Force member and his/her Menifee Police Department supervisors.

B. Each Party that discloses personal identifying information (“PII”) is responsible for making reasonable efforts to ensure that the information dis closed is accurate, complete, timely, and relevant.

C. The USPIS is providing access to information from its records with the understanding that in the event the recipient becomes aware of any inaccuracies in the data, the recipient will promptly notify the USPIS so that corrective action can be taken. Similarly, if the USPIS becomes aware that information it has received pursuant to this MOU is inaccurate, it will notify the contributing Party so that corrective action can be taken.

D. Each Party is responsible for ensuring that information it discloses was not knowingly obtained or maintained in violation of any law or policy applicable to the disclosing Party, and that information is only made available to the receiving Party as may be permitted by laws, regulations, policies, or procedures applicable to the disclosing Party.

E. Each Party will immediately report to the other Party each instance in which data received from the other Party is used, disclosed, or accessed in an unauthorized manner (including any data losses or breaches).

XIV. Administrative Support

Routine administrative support will be provided by the USPIS.

TFOs will be provided access badges and necessary keys. USPIS will provide a cellphone and computer for the TFOs. USPIS will provide access to office space and equipment as required.

XV. Access to USPS/USPIS Facilities

At the direction of a Postal Inspector, TFOs may retrieve parcels from areas where mail is accepted or processed when the parcels are related to ongoing investigations.

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6 TFOs must be accompanied by a Pos tal Inspector while conducting interdictions at USPS facilities.

XVI. Financial Responsibility

Each participating agency will be responsible for the pay and benefits of their employees participating on the Task Force.

XVII. Overtime Payments

The Menifee Police Department may request reimbursement of overtime salary expenses in connection with work performed on behalf of, and in furtherance of investigations performed by their investigators assigned to this initiati ve. Menifee Police Department officers are required to provide the TFS with documentation of approved investigative activity for certification, including the applicable case numbers.

At the sole discretion of the USPIS and as funding allocations permit, the USPIS will reimburse the participating agency for overtime salary expenses directly related to work on the Task Force performed by its officer(s) assigned to Task Force. Participating agency officers shall be required to provide the TFS with their overtime hours, along with referencing cas e numbers and documentation of investigative activity for certification by the TL prior to submitting their overtime for invoice preparation. It is requested that the participating agency provide a separate breakdown, by officer, of the date(s) and the number of hours they worked overtime along with the referencing case numbers, in addition to the overtime invoice. Overtime invoices should be submitted at least monthly to the USPIS San Bernardino Domicile (Los Angeles Di vision), to the attention of the TFS.

The maximum reimbursement allowable for overtime worked on behalf of the joint operation is $19,840.75 per year, per Task Force officer.

Procedures for submitting requests for reimbursement are outlined in Attachment A.

XVIII. Program Audit

A. This Agreement and its provisions are subject to audit by the USPIS, USPS Office of Inspector General, and other designated government auditors. The participating agenc ies agree to permit such audits and ag ree to maintain all records relating to these transactions for a period of not less than three years, and in the event of an ongoing audit, until the audit is completed.

B. These audits may include reviews of any and all records, documents, reports, accounts, invoices, receipts of expenditures related to this A greement, as well as interviews of any and all personnel involved in these transactions.

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7 XI
X. Forfeitures
Fo
rfeiture actions will be processed by the USPIS. All seizures will be equitably shared consistent with DOJ and USPIS equitable sharing guideli nes. The parties agree that at the discretion of the U.S. Postal Inspector’s appointed designee, assets seized during Task Force investigations will be forfeited under State of California or Federal law, depending on the circumstances of the case and applicable laws. It is understood however that final decisions with respect to Equitable Sharing for assets forfeited administratively, are made at Inspection Service National Headquarters. Final decisions with respect to assets forfeited through Federal civil or criminal actions are made by the DOJ and must be in compliance with the State of California laws governing the receipt of Federal Equitable Sharing funds by State and local law enforcement agencies.

XX. Ev
idence
E
vidence collected pursuant to Task Force investigations will normally be held by the agency responsible for presenting the case for prosecution unless other arrangements are made. Evidence collected in Task Force investigations which require forensic analysis will be submitted to USPIS Forensic Laboratory Services unless the situation dictates otherwise.

XXI
. Media Relations and Press Releases
Me
dia relations and press releases will be coordinated between the participating Task Force agencies and controlled by the designated Task Force supervisory officer and the office of prosecution. Task Force participants agree that info rmation will only be disseminated to the media in accordance with the terms of this MOU.

X
XII. Disclosure of Grand Jury Proceedings
All p
ersonnel assigned to the Task Force shall strictly adhere to the requirements of Rule 6(e) of the Federal Rules of Criminal Procedure regarding grand jury secrecy.

X
XIII. Compliance with Civil Rights Act of 1964
All p
ersonnel assigned to this initiative will comply with Title VI of the Civil Rights Act of 1964 and all requirements imposed by and pursuant to the regulations of the DOJ (28 CFR Part 42, Subparts C and D) issued pursuant to Title VI, relating to discrimination on the grounds of race, color, creed, sex, age, or national origin, and equal employment opportunities.

XXI
V. Liability
DocuSign Envelope ID: 11B70CD3-0A2D-4463-BD14-450617608A4F Item Title: 10.6
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8 P
articipating agencies shall hold USPIS, its agents, employees, and representatives harmless from and against any and all claims, actions, or causes of actions and liabilities which may be asserted by third parties arising out of or resulting from any act taken or committed or any omission by its own personnel pursuant to this Agreement.

T
his Agreement and limitation on liability shall not discharge any claim for reimbursement made by USPIS to participating agencies for damages or expenses under the terms of this Agreement.

A
ny third- party claims, cause of action, and liabilities asserted will be handled in accordance with the Federal Tort Claims Act (FTCA), 28 U.S.C. 1346(b), 2671-2680.

XXV
. Duration
T
his Task Force will be initiated once participating agencies sign this M OU. This MOU is in effect upon signing by authorized representatives of participating agencies and USPIS and shall continue in full force and effect until terminated or canceled by the parties.

T
his MOU may be terminated or canceled by either party at any time on written notice provided thirty (30) days in advance of the effective date of termination. Any modification or amendment to this Agreement shall become effective when reduced to writing and signed by the authorized officials of the respective agencies.

XXV
I. Authorization
T
his MOU is hereby accepted as setting forth the general intentions and understanding of the undersigned.
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Item Title: 10.6
Memorandum of Understanding with United States Postal Inspection Service for Criminal Offense Investigation Coordination Efforts Item Page Number: 21

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10 ADDENDUM A
C
ost Reimbursement Agreement
It is hereby agreed between t he United St ates Postal Inspection Service (“USPIS”) and the City of Menifee on behalf of the Menifee Police Department, Federal Taxpayer Identification Number 94-3439857 that:

Subject to the a vailability of funds, the USPIS will reimburse the Menifee Police Department for overtime payments for the law enforcement officer(s) assigned to a joint initiative with the USPIS – Los Angeles Division as set forth below for expenses necessary for detection, investigation, and prosecution of crimes committed a gainst the United States.

Overtime reimbursements for the Menifee Police Department officer(s) a ssigned to the initiative will be authorized and issued on a n as needed basis and will be calculated at the usual rate for which t he individual Officer’s time would be compensated. The overtime reimbursement allocation for M enifee Police Department officer(s) assigned to the initiative will not exceed $19,372.00 for each officer per Fiscal Year (October through September).

Overtime will be made directly to the Menifee Police Department by the USPIS. All overtime payments are made by electronic fund transfer (“EFT”). An ACH vendor/miscellaneous payment enrollment form must be on file with the USPIS’s Los Angeles Division Headquarters to facilitate payments.

The Menifee Police Department agrees to provide monthly overt ime invoices to include a breakdown per individual Officer of the date(s) and the number of overtime hours worked along with the associated case numbers. Overtime invoices requesting reimbursement for any given month should be submitted t o the USPIS at the address below by the 10th calendar day of the following month for which reimbursement is requested: U.S . Postal Inspection Service
ATTN Diana Johnson
Manager – Inspection Service Administration
P.O. Box 2000
Pasadena, CA 91102-2000
Email: [email protected]
At
the commencement of each USPIS fiscal year, prior to the submission of any overtime reimbursement requests, the Menifee Police Department will provide the salary and hourly overtime rate for each Officer assigned to the joint initiative.

R
equests for reimbursement will include the name, rank, identification number, overtime compensation rate, number of reimburs able hours claimed and the dates of those hours for each Officer for whom reimbursement is sought. Each reimbursement request must be accompanied by a certification signed by an appropriate supervisor of the Menifee Police DocuSign Envelope ID: 11B70CD3-0A2D-4463-BD14-450617608A4F Item Title: 10.6
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Item Title: 10.6
Memorandum of Understanding with United States Postal Inspection Service for Criminal Offense Investigation Coordination Efforts Item Page Number: 23

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CITY OF MENIFEE
SUBJECT: Bid Award and Agreement with Co Brothers, LLC for the Audie Murphy Ranch Sports Park Improvements
MEETING DATE: March 4, 2026
TO: Mayor and City Council
PREPARED BY: Nancy Rodriguez, Management Analyst II
REVIEWED BY: Mariana Mitchell, Community Services Director APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Award bid and authorize the City Manager to execute a Contract Services Agreement with Co Brothers, LLC to perform construction services for the Audie Murphy Ranch Sports Park Improvements Project, Capital Improvement Project No. 22-27, in a total amount not-to- exceed $499,800; and

2. Adopt two budget amendment resolutions authorizing the appropriation of a transfer out in the amount of $65,000 from available fund balance in Fund 2490 CFD Audie Murphy Ranch and into expenditures within the Capital Projects Fund 4320 to the Project account.

DISCUSSION
The Audie Murphy Ranch (AMR) Sports Park continues to serve as a highly utilized community amenity. As resident use increases in parallel with population growth, upgrades to the facility are necessary to support on-site staffing, enhance public safety presence, and add park amenities that will facilitate the expansion of programs and events. Capital Improvement Program (CIP) Project No. 22-27, AMR Sports Park Improvement (Project), was approved to provide for the construction of two City facilities: a Park Ranger Station and a permanent ticket booth.

Image 1 on the following page shows a rendering of the proposed 902 square feet Park Ranger Station. The proposed facility would include a permanent office for the City’s two full-time Park Rangers, two restrooms, a storage room, and a multi-use room to be used for adaptive displays and programming.

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IMAGE 1 – PARK RANGER STATION

Image 2 below shows a rendering of the proposed 300 square feet permanent ticket booth. The proposed facility would include an open space for multiple staff workstations, two roll-up windows, and a storage room to house sports programming equipment.

IMAGE 2 –TICKET BOOTH

On June 7, 2023, as part of the Project, the City Council approved the design and purchase of the two pre-engineered buildings and material from Romtec, Inc. On October 18, 2023, the City Manager approved an agreement with TKE Engineering, Inc. (TKE) to begin working on the plans, specifications, and construction documents for the utility portion of the project. After extensive collaboration between Romtec, TKE, and City Staff, the project moved to the construction stage.

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Image 3 below shows a map of the current amenities at AMR as well as the locations of the proposed buildings. The permanent locations were selected based on available space, easement restrictions, and ease of resident access.

IMAGE 3: MAP OF AUDIE MURPHY RANCH SPORTS PARK
As required by the California Public Contract Code (CPCC), staff administered a competitive bid process using PlanetBids on December 15, 2025 for construction services. The bid was advertised for 36 days with a bid opening date of January 20, 2026. A total of 15 bids were received as summarized in Table 1 below.

TABLE 1 – BID RESULT SUMMARY
Firm Name Total Bid Amount
LGC Construction $315,000
Co Brothers, LLC $499,800
M. Brey, Inc. $773,391
Asad Holdings LLC $793,000
Coelho $794,500
Group H Construction, Inc $950,000
Elegant Construction Inc. $997,000
Marjani Builders, Inc. $1,068,000
Wakeco, Inc. $1,125,000
Roadway Engineering & Construction Corp. $1,162,400
MLC Constructors, Inc. $1,187,717
Cornerstone Construction Service, Inc. $1,196,000
Dalke & Sons Construction, Inc. $1,215,680
Rdependable Const, Inc. $1,300,000
Blackstone Builders, Inc. $1,483,420
Ticket Booth
Park Ranger
Station
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After a full review of the documents, staff found that the lowest apparent bidder, LGC Construction, did not submit the required bid documents, disqualifying them from the bid process.

Staff then proceeded to complete a thorough review of the second lowest bidder, Co Brothers, LLC and determined that they met the requirements for recommendation as the lowest responsive and reasonable bidder.

The cost of the construction contract is $499,800. Labor compliance, material testing services, contingency, and furniture estimates are currently being procured and are expected to increase the project construction costs to an anticipated total construction cost of $572,482. Construction management and inspections will be provided by City staff.

If approved by the City Council, the tentative Project schedule would be as follows:

Construction Start: April 2026
Construction End: October 2026
City Council Acceptance: December 2026
The timeline above assumes no delays due to weather or unforeseen conditions.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The agreement with Co Brothers, LLC, is proposed at an amount not-to-exceed $499,800. The total anticipated cost for the project including construction, labor compliance, facility furniture, contingency, and other costs typically associated with a construction project is estimated at $597,482. Given that the existing approved available budget is $532,482, additional funding in the amount of $65,000 would be required to fully support the project as seen in Table 2 below.

TABLE 2 – PROJECT FUNDING
Project Fund
Available
Budget
Anticipated
Cost
CIP 22-27 AMR
Sports Park
Improvements
2490 CFD Audie Murphy Ranch $532,482 $597,482
Unfunded Balance $65,000
Staff is requesting the additional allocation of $65,000 to account from available fund balance in Fund 2490 CFD AMR to bring the total available project funding to $597,482. If approved, the corresponding expenditure/transfer of $65,000 would be appropriated to the Project budget through a budget amendment resolution (BAR) within the CFD AMR Fund (2490-904320) in the amount of $65,000 and an additional BAR for expenditures within the Capital Projects Fund (4320-PWD-CIPC-906-02490-690050), as summarized in Table 3 on the following page.

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TABLE 3 – PROPOSED PROJECT BUDGET
Fund Account Number Account Appropriation of
Revenue
Appropriation of
Expenditures
CFD AMR Transfer Out 904320 $65,000
Capital
Projects Transfer In 802490 $65,000
Capital
Projects
Expenditure – CIP
Budget 690050 $65,000
The BARs would also include a transfer of the funds from the CFD AMR Fund to the Capital Projects Fund. Per Resolution No. 25-1593, the Chief Financial Officer and/or designee is hereby authorized to process corresponding transfers (transfer appropriations) of all approved CIP Program expenditure appropriations, including fiscal year (FY) 2025/2026 and 2026/2027, and prior years’ carryover appropriations to Capital Projects Fund (Fund 4320) for purposes of consolidating CIP program expenditures under one fund.

If approved, the $65,000 appropriated through the proposed BARs to the CFD AMR Fund would supplement the existing Project budget that is available in the FY 2025/2026 CIP budget within the Capital Projects Fund, as summarized in Table 4 below.

TABLE 4 – FINAL PROPOSED PROJECT BUDGET
Fund Project Account String Available Budget Anticipated Cost CFD AMR CIP22-27.2490.DES.CAE $597,482 $597,482
TOTAL $597,482 $597,482

ATTACHMENTS

1. Co Brothers, LLC Agreement

2. BAR – Fund 2490

3. BAR – Fund 4320
Item Title: 10.7
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CITY OF MENIFEE

CONTRACT SERVICES AGREEMENT
CIP 22-27 AMR SKATE PARK IMPROVEMENTS PROJECT
THIS CONTRACT SERVICES AGREEMENT (“Agreement”) is made and effective this _________ day of ___________, 2026 by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and CO BROTHERS, LLC , a California Limited Liability Company (LLC) (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties”.

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

SECTION 1. SERVICES.

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

Contractor will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. The Scope of Services incorporates Contractor’s scope of work or bid for the Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit B, this Agreement shall prevail. The Services may be further set forth in the Special Provisions incorporated into Exhibit A, if any (the “Special Provisions”). In the event of a conflict in or inconsistency between the terms of this Agreement and the Special Provisions, the Special Provisions shall prevail.

1.2 Term of Services . The term of this Agreement shall begin on March 4, 2026.

Unless earlier terminated in accordance with Section 8 of this Agreement, this Agreement shall continue in full force and effect until the later of (1) final written approval and acceptance of the work performed under this Agreement by the Contract Administrator and (2) City’s payment of Contractor’s final invoice for the Services pursuant to Section 2.3. The time provided to Contractor to complete the Services required by this Agr eement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.3 Standard of Performance.
a. Quality of Work. As a material inducement to City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, Item Title: 10.7
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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. C ontractor covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials, parts, and equipment furnished by the Contractor in the performance of the Services shall be new, high grade, and free from defects. Used or secondhand materials, parts, and equipment may be used only if so specified in the Special Provisions . For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances, and to the sole satisfaction of the Contract Administrator. b. Care of Work. Contractor shall adopt reasonable methods during the term of this Agreement to furnish continuous protection to the Services, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence. c. Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulat ions, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. d. Warranty. Contractor warrants all work under this Agreement (which for purposes of this Subsection 1.3 shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipme nt or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by City of any defect in the work or non- conformance of the work to this Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at Contractor’s sole cost and expense. Contractor shall act sooner as requested by City in response to an emergency. In addition, Contractor shall, at its sol e cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by Contractor’s defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs associated with such Item Title: 10.7
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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 separat e agreement and Contractor agrees to enforce such warranties and 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, t o the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand.
e. Skilled and Trained Workforce. Contractor, for itself and its subcontractors at every tier , hereby provides an enforceable commitment to comply with California Public Contract Code section 2600 et seq., which requires use of a skilled and trained workforce to perform all work on the agreements that fall within an apprenticeable occupation in the building and construction trades.
f. Inspection and Final Acceptance . The Services shall be performed to the satisfaction of City. City may inspect and accept or reject any of Contractor’s work under this Agreement, during performance and/or when completed. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud, and such gross mistakes as amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 4 and Section 5, pertaining to insurance and indemnification, respectively.

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

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

1.5 Time. Time is of the essence in the performance of this Agreement. Contractor shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Contractor’s obligations hereunder. Contractor shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Scope of Services. When requested by Contractor, extensions to the time period(s) specified in the Scope of Services may be approved in writing by the Contract Administrator.

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 Item Title: 10.7
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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 restr ictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Contractor shall within ten (10) days of the commencement of such delay notify the Contract Administrator in writing of the causes of the delay. The Contract Administrator shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the sole judgment of the Contract Administrator such delay is justified. The Contract Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of this Agreement pursuant to this Section.

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

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

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

1.10 Special Provisions. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Provisions” attached hereto as Exhibit A Item Title: 10.7
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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.

SECTION 2. COMPENSATION.

2.1 Contract Amount. City hereby agrees to pay Contractor a sum not to exceed FOUR

HUNDRED NINETY NINE THOUSAND EIGHT HUNDRED DOLLARS AND ZERO CENTS ($499,800.00) notwithstanding any contrary indications that may be contained in Contractor’s proposal or bid, for the Services to be performed and reimbursable costs incurred under this Agreement. This compensation may be administratively adjusted pursuant to Section

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

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

2.3 Invoices. Contractor shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Such invoices shall be submitted to City no later than the fifteenth (15 th) of each
month for all such amounts for the prior calendar month. Contractor’s final invoice shall be submitted to City no later than thirty (30) days following City’s written acceptance of the completed Services pursuant to Section 1.2. Where requested by City in writing, the invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub - category), travel, materials, equipment, supplies, and sub- contractor contracts. Subcontractor charges shall also be detailed by such categories. Invoices shall contain:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. Where requested by City in writing, , 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 Ser vices, and each reimbursable expense;
Item Title: 10.7
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e. Where requested by City in writing, The total number of hours of work performed under this Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing the Services hereunder necessary to complete the Services described in Exhibit B;
f. Receipts for expenses to be reimbursed;
g. The Principals’ signatures.

Invoices shall be submitted to:

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

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

2.5 Retention of Funds, Final Payment.
a. Contractor hereby authorizes City, in the sole discretion of the Contract Administrator, to retain and deduct from any amount payable to Contractor not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Contractor within sixty (60) days after final acceptance of the Services by the City and after Contractor has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Contractor from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Contractor to insure, indemnify, and protect City as provided in this Agreement. b. Notwithstanding Paragraph a, California Public Contract Code Section 22300 permits the substitution of securities for any retention monies withheld by City for public works Services. At the request and expense of Contractor, securities equivalent to the monies withheld shall be deposited with City , or with a state or federally chartered bank in California as the escrow agent, who shall then pay such monies to Contractor. City retains the sole discretion to approve the bank selected by Contractor to serve as escrow agent. Upon satisfactory completion Item Title: 10.7
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of the Services , the securities shall be returned to Contractor . Securities eligible for investment shall include those listed in Government Code Section 16430. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. In the alternative, under California Public Contract Code Section 22300, Contractor may request City to make payment of earned retention monies directly to the escrow agent at the expense of Contractor. Also at Contractor’s expense, Contractor may direct investment of the payments i nto 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 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 m odified 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’s final invoice for such Services and reimbursable expenses shall be submitted to City within thirty (30) days of the date of City or Contractor’s notice of termination pursuant to Section 8, as applicable. 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 Item Title: 10.7
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perform the services required by this Agreement. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense.

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

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

3.3 Trenches or Excavations . Pursuant to California Public Contract Code Section 7014 and California Labor Code Section 6705, 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 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 in Contractor’s cost of, or the time required for, performance of any part of the work shall issue an order or amendment for additional services pursuant to Subsection 8.4 or 8.5 of this Agreement. d. If a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed with all work to be performed under this Agreement. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.

SECTION 4. INSURANCE AND BOND REQUIREMENTS.

Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certified copies of Item Title: 10.7
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insurance policies and original endorsements, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Contractor shall also deliver the payment and performance bonds required by this Section 4 with City. Contractor shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in Contractor’s compensation. Contractor shall not allow any subcontractor, Contractor or other agent to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City, and has delivered the requi red bonds to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Contractor acknowledges the insurance policy must cover inter - insured suits between City and other insureds. Contractor agree s that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons or property resulting from Contractor’s activities or the activities of any person or persons for which Contractor is otherwise responsible nor shall it limit Contractor’s indemnification liabilities as provided in Section 5. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waiv ed by the Contract Administrator in the Contract Administrator’s sole discretion. If this Agreement continues for more than three (3) years duration, or in the event the Contract Administrator determines that the Services to be performed under this Agreement creates an increased or decreased risk of loss to City, Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 4 may be changed accordingly upon receipt of written notice from the Contract Administrator; provided that Contractor shall have the right to appeal a determination of increased coverage by the Contract Administrator to the City Council of City within ten (10) days of receipt of notice from the Contract Administrator. Notwithstanding the forgoing, any provision of the Special Provisions shall replace and take precedence over any subsection of this Section 4 relating to insurance.

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

Item Title: 10.7
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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 an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit sha ll be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, leased, and non-owned automobiles. b. Minimum Scope of C overage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9 including “any auto” and endorsement CA 0025 or equivalent). No endorsement shall be attached limiting the coverage. c. Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) The policy must cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately. (iii) The insurance must be maintained for at least one (1) year following the completion of the Services or the expiration or termination of this Agreement. (iv) Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.

Item Title: 10.7
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a. General Requirements. Contractor, at its own expense, shall maintain professional liability insurance appropriate to Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to the Services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of the Services or the expiration or termination of this Agreement. During this additional five (5)- year period, Contractor shall annually and upon request of City submit written evidence of this continuous coverage.
b. Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
(i) The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
(ii) If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Contractor must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Contractor’s sole cost and expense, any extended reporting provisions of the policy, if Contractor cancels or does not renew the coverage.
(iii) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

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

4.5 All Policies Requirements.
a. Verification of C overage. Prior to beginning the Services under this Agreement, Contractor shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference: CIP 22- 27 AMR SKATE PARK IMPROVEMENTS PROJECT. The name and address for additional Item Title: 10.7
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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 the following: liability arising out of the Services performed by or on behalf of Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional ins ured 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 Administrato r, 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 deduct ible 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 Item Title: 10.7
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coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

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

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

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability . Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute , at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including costs and expenses incurred by City and reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and Item Title: 10.7
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nature and, if Contractor fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Contractor, its officers, agents, employees, or subcontractors (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this Agreement.

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

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

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

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

SECTION 6. INDEPENDENT CONTRACTOR.

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

The personnel performing the Services und er this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Contractor as provided in this Agreement , City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing the Servi ces hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become Item Title: 10.7
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entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contractor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor wi th 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.

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

7.3 Prevailing Wages . Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws , including, but not limited to the prevailing wage and related requirements set forth in this Subsection 7.3. Contractor shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
a. Public Work. Contractor hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Contractor, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the California Labor Code . It is agreed by the Parties that, in connection with the development, construction (as defined by applicable law) and operation of the Services , including, without limitation, any public work (as defined by applicable law), if any, Contractor shall bear all risks of payment or non- payment of state and/or federal prevailing wages and/or the implementation of California Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Contractor’s failure to pay prevailing wages. b. California Labor Code. The Contractor’s attention is directed to Division 2, Part 7, Chapter 1 of the California Labor Code and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the California Labor Code, City has found and determined the general prevailing rates of wages in the locality in Item Title: 10.7
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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/DPreWageDetermination.htm . Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Contractor shall post a copy of the prevailing rate of per diem wages at each job site.
(i) Contractor is aware of and will comply with the provisions of California Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said S ection. Pursuant to California Labor Code Section 1771.4, Contractor must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system. (ii) Pursuant to California Labor Code Section 1810 , it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iii) Pursuant to California Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (iv) Pursuant to California Labor Code Section 1813, it is stipulated hereby that Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Contractor or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the California Labor Code.
(v) Contractor is aware of and will comply with the provisions of California Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices.

Pursuant to Section 1777.5 it is hereby stipulated that Contractor will be responsible for obtaining compliance therewith on the part of any and all sub- consultants or subcontractors employed by Contractor in connection with this Agreement.
(vi) Pursuant to California Labor Code Section 1775, it is hereby stipulated that Contractor shall, as a penalty to City, forfeit not more than two -hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Contractor or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to California Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. Pursuant to California Public Contract Code Section 6109, Contractor may not perform any Services hereunder with a subcontractor who is ineligible to perform the Services pursuant to Section 1777.1 or 1777.7 of the California Labor Code.

Item Title: 10.7
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d. DIR Monitoring. Pursuant to California Labor Code Section 1771.4, Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages . Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Contractor or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wa ges and hire apprentices); (ii) the implementation of California Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Contractor or any party performing the Services to provide any required disclosure or identification as required by California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

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

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

7.6 Unfair Business Practices Claims . In entering into this Agreement, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final 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 Item Title: 10.7
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appropriation of funds by City for that purpose. Contractor acknowledges and agrees that to the extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.

7.8 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Contractor and its sureties shall be liable for and shall pay to City as liquidated damages the amount set forth in Exhibit B, including the Bid Package or Request for Proposals (usually located in the Special Provisions thereof) referenced therein, if any, or if no amount is set forth therein, the sum of ONE THOUSAND DOLLARS ($1,000.00), for each consecutive calendar day in excess of the time specified for completion of the Work. City may withhold from any monies payable on account of the Services performed by Contractor any accrued liquidated damages.

SECTION 8. TERMINATION AND MODIFICATION.

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

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

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

8.4 Administrative Change Orders . City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Administrator to Contractor, incorporating therein any adjustment in (i) the total compensation, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contractor. Any increase in compensation of up to five percent (5%) of the total compensation or TWENTY-FIVE THOUSAND DOLLARS ($25,000), whichever is less; or in the time to perfo rm of up to one hundred eighty (180) days may be approved in writing by the Contract Administrator. Contractor understands and agrees that, if City grants an extension in time without additional work, City shall have no obligation to provide Contractor wi th compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor Item Title: 10.7
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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 which do not materially change the terms hereof, in the Contract Administrator’s discretion, to the extent permitted by applicable federal, state, and local law. The Contract Administrator may refer any proposed amendment to the City Council for review and approval.

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

Moreover, a substa ntial inducement to City for entering into this Agreement was and is the 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 expr ess 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.

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

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

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Documents and Data . All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, 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 “Documents and Materials”) prepared or caused to be prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Administrator or upon the expiration or termination of this Agreement, a nd Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contractor will be at City’s sole risk and without liability to Contractor, and Contractor’s guarant ee and warranties shall not extend to such use, revise, or assignment. Contractor may retain copies of such Documents and Materials for its own use.

Contractor shall have an 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. Notwithstanding the forgoing, Contractor is also responsible for complying with the provisions Special Provisions related to Documents and Materials.

9.2 Licensing of Intellectual Property. This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials .

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

9.3 Records. Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Item Title: 10.7
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Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Administrator to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Administrator shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the Books and Records may be given to City, and access shall be provided by Contractor’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and 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. Any and all reports prepared pursuant to this Subsection are in addition to the reports required by the Special Provisions, if any.

9.5 Confidentiality. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. Contractor, its officers, employees, agents, or subcontractors, shall not, without prior written authorization from the Contract Administrator or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. If Contractor, or any officer, employee, agent, or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any Claims caused by or incurred as a result of Contractor’s conduct. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing, or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or Item Title: 10.7
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rewrite said response. Response to a subpoena or court order shall not be considered a voluntary disclosure so long as Contractor gives City notice of such court order or subpoena as provided herein.

SECTION 10. MISCELLANEOUS PROVISIONS.

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

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

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

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

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

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

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

(Name) (Title)
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(Name) (Title)

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

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

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

CO Brothers, LLC
6640 Doolittle Avenue
Riverside, CA 92503
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Bryce Howell, Park/Landscape & Facility Maintenance Manager with a copy to:

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

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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 Par ty 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 for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

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

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

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

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

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

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

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

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

CITY OF MENIFEE

Armando G. Villa, City Manager

Attest:

Stephanie Roseen, City Clerk

Approved as to Form:

Jeffrey T. Melching, City Attorney

CONTRACTOR

An Bang Luo, CEO

An Bang Luo, Secretary

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

EXHIBIT A

SPECIAL PROVISIONS

INTENTIONALLY LEFT BLANK

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EXHIBIT B

EXHIBIT B

SCOPE OF SERVICES
Services shall include CIP 22 -27 AMR SKATE PARK IMPROVEMENTS 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 FOUR HUNDRED NINETY NINE THOUSAND EIGHT HUNDRED DOLLARS AND ZERO CENTS ($499,800.00) as further detailed in the attached pages (if any). If the Services include Services pursuant to a request for proposals or bid, the Services shall include the work contemplated by the entire “Bid Package” or “Request for Proposals” for the Services, including all plans, addenda, documentation, and specifications attached thereto. A copy of the Bid Pa ckage 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: NIB 2026-05.

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EXHIBIT B

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RESOLUTION NO. 26-____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA, AMENDING THE FISCAL YEAR 2025/26 OPERATING BUDGET
WHEREAS, the City of Menifee, California, adopted a budget for Fiscal Year 2025/26 and Fiscal Year 2026/27 with Resolution 25-1596 on June 18th, 2025; and WHEREAS, from time to time the City of Menifee receives unanticipated revenues, experiences unanticipated expenditures, and/or identifies alternative funding sources; and WHEREAS, it is in the best interest of the citizens of the City of Menifee to allocate budget resources to continue the operations of the City of Menifee; and WHEREAS, the City Council of the City of Menifee needs to amend the FY 2025/26 budget as follows:

AMENDMENTS TO ADOPTED BUDGET:

REVENUE ADJUSTMENT – CFD 2012-1 AUDIE MURPHY RANCH (AMR) FUND 2490 EXPENDITURE ADJUSTMENT – CFD 2012-1 AMR FUND 2490

RECORD TRANSFER OF FUNDS
FROM ACCOUNT # TO ACCOUNT # AMOUNT
2490-57-PWD-CIPC-906-00000-
904320-
4320-57-PWD-CIPC-906-00000-
802490-
$65,000.00
TOTAL: $65,000.00
CITY

COUNCIL

MEETING

DESCRIPTION ACCOUNT NUMBER AMOUNT
TOTAL:

CITY

COUNCIL

MEETING

DESCRIPTION ACCOUNT NUMBER AMOUNT
March 4, 2026
CIP 22-27 AMR Skate Park
Improvements contract Co Brothers
2490-57-PWD-CIPC-
906-00000-904320- $65,000.00
Total $65,000.00
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Amending the Fiscal Year 2025/26 CFD 2012-1 AMR Fund Budget CIP 22-27 AMR Skate Park Improvements Contract for Co Brothers 2 4
9 8
1 0
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Menifee, California hereby to determine and order as follows:

Section 1.The annual budget for the CFD 2012-1 AMR Fund 2490 for the City of Menifee for FY 2025/26 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

FUND SUMMARY – CFD 2012-1 AMR FUND 2490
PASSED, APPROVED AND ADOPTED this 4th day of March, 2026. _____________________________
Bob Karwin, Mayor Pro Tem
Attest:
___________________________
Stephanie Roseen, City Clerk
Approved as to form:
___________________________
Jeffrey T. Melching, City Attorney

CATEGORY ADOPTED

BALANCE
PRIOR

ADJUSTMENTS

AMENDMENT
AMOUNT

AMENDED
TOTAL
Revenues $2,601,811.00 $0.00 $0.00 $2,601,811.00
Expenditures $2,049,906.00 $11,250.00 $65,000.00 $2,126,156.00 Item Title: 10.7
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RESOLUTION NO. 26-____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA, AMENDING THE FISCAL YEAR 2025/26 OPERATING BUDGET
WHEREAS, the City of Menifee, California, adopted a budget for Fiscal Year 2025/26 and Fiscal Year 2026/27 with Resolution 25-1596 on June 18th, 2025; and WHEREAS, from time to time the City of Menifee receives unanticipated revenues, experiences unanticipated expenditures, and/or identifies alternative funding sources; and WHEREAS, it is in the best interest of the citizens of the City of Menifee to allocate budget resources to continue the operations of the City of Menifee; and WHEREAS, the City Council of the City of Menifee needs to amend the FY 2025/26 budget as follows:

AMENDMENTS TO ADOPTED BUDGET:

REVENUE ADJUSTMENT – CAPITAL PROJECTS FUND 4320
EXPENDITURE ADJUSTMENT – CAPITAL PROJECTS FUND 4320

RECORD TRANSFER OF FUNDS
FROM ACCOUNT # TO ACCOUNT # AMOUNT
2490-57-PWD-CIPC-906-00000-
904320-
4320-57-PWD-CIPC-906-00000-
802490-
$65,000.00
TOTAL: $65,000.00
CITY

COUNCIL

MEETING

DESCRIPTION ACCOUNT NUMBER AMOUNT
March 4, 2026
CIP 22-27 AMR Skate Park
Improvements contract Co Brothers
4320-57-PWD-CIPC-
906-00000-802490- $65,000.00
TOTAL: $65,000.00
CITY

COUNCIL

MEETING

DESCRIPTION ACCOUNT NUMBER AMOUNT
March 4, 2026
CIP 22-27 AMR Skate Park
Improvements contract Co Brothers
4320-55-PWD-CIPC-
906-02490-690050- $65,000.00
TOTAL: $65,000.00
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Amending the Fiscal Year 2025/26 Capital Projects Fund Budget CIP 22-27 AMR Skate Park Improvements Contract for Co Brothers 2 4
9 8
1 0
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Menifee, California hereby to determine and order as follows:

Section 1.The annual budget for the Capital Projects Fund 4320 for the City of Menifee for FY 2025/26 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

FUND SUMMARY – CAPITAL PROJECTS FUND 4320
PASSED, APPROVED AND ADOPTED this 4th day of March, 2026. _____________________________
Bob Karwin, Mayor Pro Tem
Attest:
___________________________
Stephanie Roseen, City Clerk
Approved as to form:
___________________________
Jeffrey T. Melching, City Attorney

CATEGORY ADOPTED

BALANCE
PRIOR

ADJUSTMENTS

AMENDMENT
AMOUNT

AMENDED
TOTAL
Revenues $4,047,705.00 $27,188,227.73 $65,000.00 $31,300,932.73 Expenditures $4,963,851.00 $91,699,738.08 $65,000.00 $96,728,589.08 Item Title: 10.7
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with Gentry General Engineering, Inc. for On-Call Guardrail Replacement and Repair Services MEETING DATE: March 4, 2026
TO: Mayor and City Council
PREPARED BY: Chris Gehrki, Management Analyst II
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
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RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 1 to Contract No. 2024- 0190 with Gentry General Engineering, Inc. for on-call guardrail replacement and repair services, increasing the amount by $100,000, for a total not-to-exceed amount of $280,000 and extending the agreement term through January 31, 2027.

DISCUSSION
As part of Public Works’ ongoing efforts to maintain the City’s street rights-of-way, the City has contracted specialized services to repair extensive damage to guardrails due to traffic collisions throughout the City. These repairs are critical to public safety, as guardrails are installed at strategic locations to reduce the risk of vehicles striking fixed objects such as walls, landscaping, residences, steep embankments, and utility poles. While City staff can address minor maintenance and repair items, the City of Menifee does not have the capability to perform repairs to crash terminals or other extensive guardrail repairs, necessitating the use of specialized contractors.

On February 7, 2024, the City Council approved a contract with Gentry General Engineering, Inc. (Contract) in a not-to-exceed amount of $180,000 to provide on-call guardrail replacement and repair services through June 30, 2026. As the Contract expiration approaches, staff has evaluated options to enhance the delivery of cost-effective and proactive guardrail maintenance services throughout the City. To support this effort, staff plan to develop and administer a Request for Qualifications (RFQ) to establish an approved short list of multiple vendors for on-call guardrail replacement and repair services effective February 2027. Establishing a qualified vendor list would allow these repairs to be expedited and improve overall service responsiveness.

Item Title: 10.8
Agreement Amendment with Gentry General Engineering, Inc. for On-Call Guardrail Replacement and Repair Services Item Page Number: 1

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City of Menifee Staff Report
Amendment to Gentry General Engineering, Inc. Agreement March 4, 2026

3 1
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The proposed Amendment No. 1 would extend the current Contract through January 31, 2027, and increase the total Contract not-to-exceed amount by $100,000, for a revised not-to-exceed amount of $280,000. Approval of this amendment would ensure continuity of guardrail replacement and repair services while also providing staff with sufficient time to administer an RFQ process and finalize a future short list of guardrail contractors.

Amendment history for Contract No. 2024-0190 is summarized in Table 1 below.

TABLE 1 – GENTRY GENERAL ENGINEERING, INC. AGREEMENT HISTORY Date approved Amount Contract Term
Original Agreement 2/07/2024 $ 180,000 6/30/2026 Amendment No. 1 PENDING $ 100,000 1/31/2027
Total $ 280,000
Pursuant to Menifee Municipal Code §3.12.060, and Resolution 25-1569, aggregate amendments or change orders in the amount greater than 10% of the contract amount, and any time extension of a performance deadline that exceeds 120 days, shall be approved by the City Council.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The fiscal impact of the proposed increase to the Contract with Gentry General Engineering, Inc. is $100,000, for a total not-to-exceed Contract amount of $280,000. Funding for a portion of the proposed amendment is available within the Fiscal Year 2025/2026 budget, under right-of-way maintenance for the Public Works Street Maintenance division within the Gas Tax Fund (2200- PWD-STMA-652601).

City Council previously authorized the Finance Department to issue purchase orders against the Agreement. Purchase orders for these services would only be issued following confirmation of budget availability and only for amounts within the approved not-to-exceed Agreement compensation amounts. No additional budget appropriation actions would be required for approval of the proposed Amendment.

ATTACHMENTS

1. Amendment No. 1

2. Original Contract Services Agreement
Item Title: 10.8
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AMENDMENT NO. 1 TO

CONTRACT SERVICES AGREEMENT

ON-CALL GUARDRAIL REPLACEMENT AND REPAIR SERVICES

AMENDMENT NO. 1 TO

CONTRACT SERVICES AGREEMENT

ON-CALL GUARDRAIL REPLACEMENT AND REPAIR SERVICES

This is Amendment No. 1 (“Amendment No. 1”) to that certain Contract Services Agreement (“Agreement”) made on February 7, 2024 , between the City of Menifee (“City”) and GENTRY GENERAL ENGINEERING, INC. , (“Contractor”) for ON-CALL GUARDRAIL REPLACEMENT AND REPAIR SERVICES, which this Amendment No. 1 is made and entered into on ______________, 2026, to amend the term of services and increase the compensation amount as indicated below:

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

2. Section 1.2, “Term of Services” is amended to read as follows:

1.2 Term of Services . The term of this Agreement shall begin on February 12, 2024 and shall end on January 31, 2027, unless the term of the Agreement is otherwise terminated or extended as provided for in Section

8. The time provided to Contractor to complete the Services required by this Agreement shall not affect the City's right to terminate this Agreement, as provided for in Section 8.

3. Section 2.1, “Contract Amount” is amended to increase the maximum compensation by One Hundred Thousand Dollars and Zero Cents ($100,000.00), and is amended to read as follows:

2.1 Contract Amount. City hereby agrees to pay Contractor a sum not to exceed Two Hundred Eighty Thousand Dollars and Zero Cents ($280,000.00) notwithstanding any contrary indications that may be contained in Contractor’s proposal or bid, for the Services to be performed and reimbursable costs incurred under this Agreement. This compensation may be administratively adjusted pursuant to Section 8.4 herein. In the event of a conflict between this Agreement and Exhibit B, regarding the amount of compensation, this Agreement shall prevail. City shall pay Contractor for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified in this Section 2 shall be the only payments from City to Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein.

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.

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AMENDMENT NO. 1 TO

CONTRACT SERVICES AGREEMENT

ON-CALL GUARDRAIL REPLACEMENT AND REPAIR SERVICES

CITY OF MENIFEE GENTRY GENERAL ENGINEERING, INC.

_______________________________ _______________________________ Armando G. Villa, City Manager Brenton Gentry, President & Secretary

Attest: ________________________________
Alicia Sanchez, Controller

_______________________________
Stephanie Roseen, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

Item Title: 10.8
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2905/031858-0001
19201719.4 a10/04/23

CITY OF MENIFEE

CONTRACT SERVICES AGREEMENT

ON-CALL GUARDRAIL REPLACEMENT AND REPAIR SERVICES
THIS CONTRACT SERVICES AGREEMENT (“Agreement”) is made and effective this _________ day of ___________, 2024 by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and GENTRY GENERAL ENGINEERING, INC., a California Corporation (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties”.

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

SECTION 1. SERVICES.

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

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

1.2 T
erm of Services . The term of this Agreement shall begin on February 12, 2024.

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

1.3 S
tandard of Performance .
a. Quality of Work. As a material inducement to City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Contractor shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all Services described her ein. Contractor covenants that it shall follow the highest professional standards in performing the Services required hereunder and that DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 February7th
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all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances, and to the sole satisfaction of the Contract Administrator.
b. Care of Work. Contractor shall adopt reasonable methods during the term of this Agreement to furnish continuous protection to the Services, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence. c. S
afety . Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulat ions, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. d. War
ranty . 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 the terms of the warranty at Contractor’s sole cost and expense. Contractor shall act sooner as requested by City in response to an emergency. In addition, Contractor shall, at its sol e cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by Contractor’s defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be 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 DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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guarantees, if necessary, on behalf of City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand.
e. Skilled and Trained Workforce. Contractor, for itself and its subcontractors at every tier , hereby provides an enforceable commitment to comply with California Public Contract Code section 2600 et seq., which requires use of a skilled and trained workforce to perform all work on the agreements that fall within an apprenticeable occupation in the building and construction trades.
f. I nspection and Final Acceptance. The Services shall be performed to the satisfaction of City. City may inspect and accept or reject any of Contractor’s work under this Agreement, during performance and/or when completed. City shall reject or finally accept Contractor’s work within forty five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud, and such gross mistakes as amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 4 and Section 5, pertaining to insurance and indemnification, respectively.

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

Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the Services, prior to and during any such performance. In the event that City, in its sole discretion, at any time during 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 T
ime . Time is of the essence in the performance of this Agreement. Contractor shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Contractor’s obligations hereunder. Contractor shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Scope of Services. When requested by Contractor, extensions to the time period(s) specified in the Scope of Services may be approved in writing by the Contract Administrator but not shall not exceed one hundred eighty (180) days cumulatively.

1.6 F
orce Majeure. The time period(s) specified in the Scope of Services for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Contractor DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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shall within ten (10) days of the commencement of such delay notify the Contract Administrator in writing of the causes of the delay. The Contract Administrator shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the sole judgment of the Contract Administrator such delay is justified. The Contract Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of this Agreement pursuant to this Section.

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

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

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SECTION 2. COMPENSATION.

2.1 Contract Amount. City hereby agrees to pay Contractor a sum not to exceed One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00) notwithstanding any contrary indications that may be contained in Contractor’s proposal or bid, for the Services to be performed and reimbursable costs incurred under this Agreement. This compensation may be administratively adjusted pursuant to Section 8.4 herein. In the event of a conflict between this Agreement and Exhibit B, regarding the amount of compensation, this Agreement shall prevail.

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

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

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

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Invoices shall be submitted to:

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

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

2.5 R
etention of Funds, Final Payment.
a. Contractor hereby authorizes City, in the sole discretion of the Contract Administrator, to retain and deduct from any amount payable to Contractor not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Contractor within sixty (60) days after final acceptance of the Services by the City and after Contractor has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Contractor from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Contractor to insure, indemnify, and protect City as provided in this Agreement. b. Notwithstanding Paragraph a, California Public Contract Code Section 22300 permits the substitution of securities for any retention monies withheld by City for public works Services. At the request and expense of Contractor, securities equivalent to the monies withheld shall be deposited with City , or with a state or federally chartered bank in California as the escrow agent, who shall then pay such monies to Contractor. City retains the sole discretion to approve the bank selected by Contractor to serve as escrow agent. Upon satisfactory completion of the Services , the securities shall be returned to Contractor . Securities eligible for investment shall include those listed in Government Code Section 16430. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. In the alternative, under California Public Contract Code Section 22300, Contractor may request City to make payment of earned retention monies directly to the escrow agent at the expense of Contractor. Also at Contractor’s expense, Contractor may direct investment of the payments into securities, and Contractor shall receive interest earned on such investment upon the same conditions as provided for securities deposited by Contractor. Upon satisfactory completion of the DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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Services, Contractor shall receive from the escrow agent all securities, interest and payments received by escrow agent from City pursuant to the terms of California Public Contract Code Section 22300.

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

2.7 H
ourly 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 R eimbursable 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 P
ayment of Taxes . Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

2.10 P ayment 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 N
o 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 U
tility 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 T wenty-Five Thousand Dollars ($25,000) for the excavation of any trench or trenches five (5) feet or more in depth, Contractor shall submit for acceptance by the City Engineer , in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system 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 in Contractor’s cost of, or the time required for, performance of any part of the work shall issue an order or amendment for additional services pursuant to Subsection 8.4 or 8.5 of this Agreement. d. If a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed with all work to be performed under this Agreement. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.

SECTION 4. INSURANCE AND BOND REQUIREMENTS.

Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certified copies of insurance policies and original endorsements, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Contractor shall also deliver the payment and performance bonds required by this Section 4 with City. Contractor shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in Contractor’s compensation. Contractor shall not allow any subcontractor, Contractor or other agent to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City, and has delivered the required bonds to City. Verification of the required insurance shall be submitted and made part of this DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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Agreement prior to execution. Contractor acknowledges the insurance policy must cover inter - insured suits between City and other insureds. Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons or property resulting from Contractor’s activities or the activities of any person or persons for which Contractor is otherwise responsible nor shall it limit Contractor’s indemnification liabilities as provided in Section 5. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Contract Administrator in the Contract Administrator’s sole discretion. If this Agreement continues for more than three (3) years duration, or in the event the Contract Administrator determines that the Services to be performed under this Agreement creates an increased or decreased risk of loss to City, Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 4 may be changed accordingly upon receipt of written notice from the Contract Administrator; provided that Contractor shall have the right to appeal a determination of increased coverage by the Contract Administrator to the City Council of City within ten (10) days of receipt of notice from the Contract Administrator.

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

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

Contractor Initial: _______

4.2 Commercial General and Automobile Liability Insurance. a. General Requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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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 C overage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9 including “any auto” and endorsement CA 0025 or equivalent). No endorsement shall be attached limiting the coverage. c. A
dditional R equirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) The policy must cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately. (iii) The insurance must be maintained for at least one (1) year following the completion of the Services or the expiration or termination of this Agreement. (iv) Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

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

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

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

4.5 A
ll 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: ON - CALL GUARDRAIL REPLACEMENT AND REPAIR 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 Contractor. b. N
otice 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. A
dditional Insured; P rimary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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the following: liability arising out of the Services performed by or on behalf of Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non- contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage . The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City, its officers, employees, agents, authorized volunteers, and their respective insurers.
d. Deductibles and Self -Insured Retentions. Contractor shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrato r, 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 deduct ible 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. S
ubcontractors . 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. 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.

4.6 P
ayment and Performance Bonds . Concurrently with execution of this Agreement, Contractor shall deliver to City a payment (labor and materials) bond and a performance bond, each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secure the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of this Agreement and shall be null and void only if Contractor promptly and faithfully performs all terms and conditions of this Agreement. Payment and performance bonds shall be secured from a surety company rated Grade “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide, or in the Federal Register, and only if they are of a financial DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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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 for Contractor’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

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

5.2 I
ndemnification for Other than Professional Liability . Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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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 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.

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 und er this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Contractor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing the 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 limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contractor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent 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 P
revailing 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. P
ublic Work. Contractor hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Contractor , its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the California Labor Code. It is agreed by the Parties that, in connection with the development, construction (as defined by applicable law) and operation of the Services , including, without limitation, any public work (as defined by applicable law), if any, Contractor shall bear all risks of payment or non- payment of state and/or federal prevailing wages and/or the implementation of California Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Contractor’s failure to pay prevailing wages. b. C
alifornia Labor Code . The Contractor’s attention is directed to Division 2, Part 7, Chapter 1 of the California Labor Code and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the California Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html . Copies of
the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Contractor shall post a copy of the prevailing rate of per diem wages at each job site.
(i) Contractor is aware of and will comply with the provisions of California Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said S ection. Pursuant to California Labor Code Section 1771.4, Contractor must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.

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

Pursuant to Section 1777.5 it is hereby stipulated that Contractor will be responsible for obtaining compliance therewith on the part of any and all sub- consultants or subcontractors employed by Contractor in connection with this Agreement.
(vi) Pursuant to California Labor Code Section 1775, it is hereby stipulated that Contractor shall, as a penalty to City, forfeit not more than two -hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Contractor or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to California Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations. Pursuant to California Public Contract Code Section 6109, Contractor may not perform any Services hereunder with a subcontractor who is ineligible to perform the Services pursuant to Section 1777.1 or 1777.7 of the California Labor Code.
d. D
IR 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. I ndemnification Related to Prevailing Wages . Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Contractor or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wa ges and hire apprentices); (ii) the implementation of California Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Contractor or any party performing the Services to DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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provide any required disclosure or identification as required by California Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

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

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

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

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

7.8 L
iquidated Damages . Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, Contractor and its sureties shall be liable for and shall pay to City the sum of FIVE HUNDRED DOLLARS ($500.00) as liquidated damages for each working DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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day of delay in the performance of any of the Services. City may withhold from any monies payable on account of the Services performed by Contractor any accrued liquidated damages.

SECTION 8. TERMINATION AND MODIFICATION.

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

8.2 T ermination by Contractor. Contractor may terminate this Agreement upon sixty (60) days’ written notice to City.

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

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

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

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

Moreover, a substantial inducement to City for entering into this Agreement was and is the DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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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 D
isputes, Default. In the event that Contractor is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Contractor for any of the Services performed after the date of default. Instead, City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, in the sole discretion of the Contract Administrator. During the period of time that Contractor is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; c. Retain a different contractor to complete the Services; and/or d. Charge Contractor the difference between the cost to complete the Services that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the Services.

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

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

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Documents and Data. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnet ically, or in any other medium (the “Documents and Materials”) prepared or caused to be prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Administrator or upon the expiration or termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contractor will be at City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, revise, or assignment. Contractor may retain copies of such Documents and Materials for its own use.

Contractor shall have an 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.

9.2 Licensing of Intellectual Property. This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials .

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

9.3 R
ecords . Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Administrator to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Administrator shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the Books and Records may be given to City, and access shall be provided by Contractor’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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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 C
onfidentiality . City and Contractor agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. Contractor, its officers, employees, agents, or subcontractors, shall not, without prior written authorization from the Contract Administrator or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement. If Contractor, or any officer, employee, agent, or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any Claims caused by or incurred as a result of Contractor’s conduct. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing, or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Response to a subpoena or court order shall not be considered a voluntary disclosure so long as Contractor gives City notice of such court order or subpoena as provided herein.

SECTION 10. MISCELLANEOUS PROVISIONS.

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

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

10.5 N
o Implied Waiver of Breach . Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by 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 S
uccessors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

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

(Name) (Title)

(Name) (Title)

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

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10.8 City Contract Administration . This Agreement shall be administered by a City employee, Chris Gehrki, Management Analyst (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. It shall be Contractor’s responsibility to assure that the Contract Administrator is kept informed of the progress of the performance of the Services and Contractor shall refer any decisions which must be made by City to the Contract Administrator. Unless otherwise provided by applicable law, the Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement.

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

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

Attn: Brenton Gentry, President
320 W. Tropica Rancho Rd.

Colton, CA 92324
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Chris Gehrki, 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 chang e 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 I
ntegration, Interpretation . This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed DocuSign Envelope ID: 1C665CF8-4F1C-4C23-BC8A-483187232AC5 Item Title: 10.8
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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 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 s o executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.

10.14 N
ondiscrimination . 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 tha t applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

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

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

Brenton Gentry, President & Secretary

Alicia Sanchez, Controller

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

EXHIBIT A

SPECIAL REQUIREMENTS
Section 1.2 is revised to read in its entirety as follows:

The term of this Agreement shall begin on _February 12, 2024__ and shall end on _June 30, 2026__.

Unless earlier terminated or extended in accordance with Section 8 of this Agreement. The time provided to Contractor to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

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EXHIBIT B

EXHIBIT B

SCOPE OF SERVICES
Services shall include ON -CALL GUARDRAIL REPLACEMENT AND REPAIR 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 One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00) as further detailed in the attached pages (if any). If the Services include Services pursuant to a request for proposals or bid, the Services shall include the work contemplated by the entire “Bid Package” or “Request for Proposals” for the Services, including all plans, addenda, documentation, and specifications attached thereto. A copy of the Bid Package and/or Request for Proposals, as applicable shall be retained with a copy of this Agreement.

Contractor shall keep a copy of the same for at least three (3) years following termination of this Agreement.

The numerical reference for the Bid Package or Request for Proposals is: _NIB 2024-04___.

While this Agreement will terminate as provided in Section 1.2 of this Agreement, in no event shall the total compensation invoiced or paid to Contractor hereunder exceed S ixty Thousand Dollars and Zero Cents ($60,000.00) for each and any calendar fiscal year this Agreement is in effect.

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CITY OF MENIFEE
SUBJECT: Agreement Amendment with J. Smith and T. Muli for Professional On-Call Services for Hydrological Review and Inspection Services
MEETING DATE: March 4, 2026
TO: Mayor and City Council
PREPARED BY: Kristen Jensen, Financial Analyst
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 3 to the Master Agreement with J. Smith and T. Muli, for hydrological review and inspection services, increasing the compensation by $100,000, for a three-year total agreement amount not-to- exceed $550,000 through June 30, 2026.

DISCUSSION
On June 21, 2023, the City Council approved various Master Agreements for professional on-call services with firms previously established on an approved on-call shortlist for Engineering. J.

Smith and T. Muli (Smith and Muli) is one of the shortlist firms designated to provide on-call hydrological review and hydraulic engineering services for Engineering.

A Master Agreement was initially established with Smith and Muli for a three-year contract term from July 1, 2023, through June 30, 2026, and for a total agreement not-to-exceed amount of $150,000. Two prior agreement amendments have been approved by City Council to support continuing demand for hydrology plan check services and to maintain consultant continuity on development projects already supported by Smith and Muli’s services. Smith and Muli is currently assisting staff in supporting review for the Menifee Valley Specific plan and the Townplace Suites Hotel, as well as several other commercial and residential developments. The firm has consistently been responsive in providing hydraulic and storm water study reviews which expedites workflow and supports the timely progress of entitled projects through the review process.

The proposed Amendment No. 3 would increase the Master Agreement by $100,000, bringing the total not-to-exceed contract limit to $550,000. The contract not-to-exceed amount represents compensation authorized for services provided for the full three-year term, which began July 1, Item Title: 10.9
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City of Menifee Staff Report
PW PSA Amendment, J. Smith and T. Muli
March 4, 2026