3 2
6 8
storing donated items. Access to the site would be restricted to designated program volunteers for periodic delivery, inventory, and retrieval of items throughout the year. Based on the limited nature of the use, climate control and access to other site amenities, such as restrooms, would not be necessary. The retired facility is being made available solely for storage purposes and is not intended for regular occupancy or public use. The building is not staffed and is not equipped with surveillance equipment beyond existing alarm systems. Under the proposed License and Use Agreement, the facility would be provided on an “As-Is” basis, and Menifee Santa’s Workshop would assume responsibility for its use of the site, including maintaining appropriate property and liability insurance and indemnifying the City.
STRATEGIC PLAN OBJECTIVE
Community Engagement and Social Infrastructure
FISCAL IMPACT
The fiscal impact associated with leasing a portion of Retired Fire Station 5 would be limited to minor facility improvements, including securing door and access points, at an estimated cost of approximately $2,000. No additional budget appropriation is necessary, as these costs, along with staff time associated with preparing and administering the lease agreement and coordinating site access, can be accommodated within the Community Services Department’s Fiscal Year 2025/2026 adopted budget.
ATTACHMENTS
1. License and Use Agreement
Item Title: 10.5
License and Use Agreement with Menifee Santa's Workshop for the Limited Use of Retired Fire Station 5
Item Page Number: 2
Menifee Mayor and City Council
May 6, 2026
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SANTA’S WORKSHOP
LICENSE AND USE AGREEMENT
This LICENSE AND USE AGREEMENT (“Agreement”) is made and effective on [___________] (“Effective Date”) by and between the CITY OF MENIFEE , a California municipal corporation, (“City”) and the MENIFEE SANTA’S WORKSHOP , a California 501(c)(3) nonprofit corporation (“Partner”). City and Partner are referred to herein, individually, as a “Party” and collectively as the “Parties.”
RECITALS
A. City owns that certain property located in the City of Menifee located at 28971 Goetz Rd, Menifee, CA 92587 (the “Property”). The Property previously served as Fire Station No. 5 within the City, but has since been vacated as Fire Station No. 5 was relocated.
B. Partner is a community nonprofit corporation which partners with other public agencies, community, and service organizations to provide backpacks, school supplies, clothing, sports equipment, science and craft kits, and holiday gifts (generally “donated items”) to children from low-income families within the greater Menifee area.
C. Partner desires to utilize, and City desires to permit Partner to utilize the garage and adjacent storage area portion of the Property shown on Exhibit A attached hereto and incorporated herein by this reference (the “Premises”) for the storage of donated items, subject to all terms and conditions of this Agreement.
D. The covenants under this Agreement and City’s consent to Partner’s use of the Premises as described herein benefits the City of Menifee and its residents through enabling use of an otherwise vacant City-owned location and facilitating the activities of Partner’s public benefit efforts.
AGREEMENT
Section 1. Purpose of Agreement, Party Representatives.
A. License of Premises. City hereby grants Partner a limited, nonexclusive license to the Premises for the term of this Agreement for the limited purpose of storing the donated items, and for no other purpose. Without limiting the foregoing, Partner shall not utilize the Property or any portion thereof for vehicle storage, lodging, meeting space, or any other use not expressly permitted hereunder.
B. Access. Partner may access the Premises through the front driveway and entrance on the Property, including for vehicle parking for up to seven (7) vehicles while Partner staff, employees, agents, volunteers, and invitees (“Partner and Partner Personnel”) are onsite for the purposes permitted hereunder.
C. Representatives. Rebekah Kramer, Assistant City Manager, on behalf of City and Debbi Manion, President on behalf of Partner shall serve as their respective Party’s representative for the purposes of this Agreement (each, a “Representative”). Except as expressly identified otherwise, all communications to a Party hereunder shall be directed to that Party’s Representative. Either Party may change its Representative by written notice to the other Party.
Item Title: 10.5
License and Use Agreement with Menifee Santa's Workshop for the Limited Use of Retired Fire Station 5
Item Page Number: 3
Menifee Mayor and City Council
May 6, 2026
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D. No Property Right . This Agreement grants no property interest in the Property or Premises. Partner shall not create or cause to be imposed, claimed, or filed upon the Property, or any portion thereof, or upon City’s interest therein, any lien, charge or encumbrance whatsoever. If, because of any act of omission of Partner, any such lien, charge or encumbrance shall be imposed, claimed or filed, Partner shall promptly, at its sole cost and expense, cause the same to be fully paid and satisfied or otherwise discharged of record (by bonding or otherwise) and, to the extent permitted by law, Section 5 shall apply to such lien, charge, or encumbrance and costs incidental thereto.
The provisions of this Paragraph shall survive the expiration or termination of this Agreement. In the event that Partner shall fail to comply with the foregoing provisions of this Paragraph, City shall have the option of paying, sa tisfying or otherwise discharging (by bonding or otherwise) such lien, charge or encumbrance and Partner agrees to reimburse City, upon demand, for all sums so paid and for all costs and expenses incurred by City in connection therewith, together with interest thereon not to exceed three percent (3%) per annum, or the maximum amount permitted by applicable law, whichever is lower, until paid.
Section 2. Term and Termination
A. Term. The term of this Agreement shall begin on the Effective Date and shall end on the date which is twelve (12) months after the Effective Date unless the term of this Agreement is otherwise terminated or extended as provided in this Agreement.
B. Termination. Either Party may terminate this Agreement upon ninety (90) days’ written notice to the other Party.
Section 3. Use of the Premises.
A. Use Limited. Partner’s use of the Premises is limited to the scope of use described in Section 1 A and subject to Partner’s compliance with all terms and conditions of this Agreement. Partner may not use the Property for any other purpose, including for any illegal purpose or in any manner that constitutes a nuisance to others.
B. Property and Premises Provided As-Is.
i) The Premises and Property are provided on an “as -is” basis, and Partner takes and occupies the Premises without reliance upon any representation by City, or any of its officials , employees, agents or representatives (the “City and City Personnel”), or any other person, concerning the Premises, its fitness for Partner’s intended use or any other particular purpose of use, its value, or any other promise, representation or inducement not expressly set forth in this Agreement. To the extent Partner requires any materials or equipment for its use hereunder, Partner shall be solely responsible for providing, maintaining, and securing the same.
ii) Neither City nor City Personnel, has made any written or oral representation, promise, or warranty, expressed or implied, concerning the Premises, its fitness for Partner’s intended use or any other purpose or use, its income producing history, potential or capabilities, its value, or any other matter not expressly set forth in this Agreement.
iii) City will provide Partner with access information for any City -owned alarm systems on the Premises. Partner agrees that t here is no security guard or any Item Title: 10.5
License and Use Agreement with Menifee Santa's Workshop for the Limited Use of Retired Fire Station 5
Item Page Number: 4
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other security services or measures on the Property or at the Premises, and City makes no warranty, express or implied, regarding the security of the Premises or Property or the need for or propriety of any security measures at the Premises or Property. City shall have no obligation whatsoever to provide guard service or any other security measures. Partner expressly assumes all responsibility for the protection and security of all donated items and personal property of Partner at the Premises.
C. Partner Responsible.
i) Partner is responsible for itself and all Partner Personnel in connection with this Agreement. Partner shall not allow volunteers or invitees to enter onto the Property or Premises without the presence of a supervisory Partner officer.
Partner shall imme diately report all incidents of injury, property damage, or other losses or incidents to City occurring on the Property during Partner’s use thereof.
ii) Partner shall reimburse City within thirty (30) days of demand for repair/restoration costs to the Property including the Premises from damages arising from or in connection with Partner’s use of the Premises hereunder.
D. No Liability for Partner Property. City and City Personnel assume no liability or responsibility for any donated items or any personal property of Partner or Partner Personnel at the Property or Premises.
E. Removal and Restauration upon Termination. Partner shall remove the donated items and any and all personal property of Partner on or prior to the termination of this Agreement and shall restore the Property and Premises to substantially the same condition, reasonable wear and tear excepted, as existed as of the Effective Date (excluding damages caused by casualty). If Partner fails to comply with the obligations under this Section, C ity may remove or cause the removal of such donated items and personal property, and may remedy any injury to the Premises subject to this Paragraph at Partner’s sole cost and expense, to be paid by Partner within thirty (30) days of demand from City.
F. Compliance with Law and City Policies . Partner shall comply with all applicable federal, state, and local laws and regulations , and all industry standards for similar activities in the Riverside County area in all activities pursuant to this Agreement.
Without limiting the foregoing, Partner shall further comply with all City policies and directives applicable to the Property provided by City to Partner in connection with this Agreement.
Section 4. Insurance. Partner shall procure and maintain for the duration of the term of this Agreement and for three (3) years thereafter and at no cost or expense to City the following insurance against claims for injuries or damages to persons or property and all other liabilities which may arise from or in connection with this Agreement . Coverage shall be at least as broad as:
A. Commercial General Liability. Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) Item Title: 10.5
License and Use Agreement with Menifee Santa's Workshop for the Limited Use of Retired Fire Station 5
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or the general aggregate limit shall be twice the required occurrence limit. Umbrella liability coverage may also be applied to meet the limits specified above.
B. Worker’s Compensation. Worker’s compensation coverage as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (for entities with employees).
C. Personal Property. With respect to the donated items, and all items of furniture, fixtures, and all other personal property of Partner or Partner Personnel located on or in the Premises, insurance against fire, peril, or flood, extended coverage, vandalism and malicious mischief, and such other additional perils, hazards and risk as now are or may be included in standard “all risk” forms in general use in Riverside County, California, for an amount equal to not less than the full current actual replacement cost thereof. City shall be named as an additional loss payee under such policy or policies and such insurance shall contain a replacement cost endorsement with no coinsurance penalty provision.
Other Insurance Provisions:
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Partner including materials, parts, or equipment furnished in connection with such work or operations.
General liability coverage can be provided in the form of an endorsement to the Partner’s insurance (at least as broad as ISO Form CG 20 10 or CG 20 26.)
Primary Coverage
For any claims related to this Agreement, Partner’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Partner’s insurance and shall not contribute with it.
Umbrella or Excess Policy
The Partner may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Partner’s primary and excess liability policies are exhausted.
Notice of Cancellation
Partner shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured Item Title: 10.5
License and Use Agreement with Menifee Santa's Workshop for the Limited Use of Retired Fire Station 5
Item Page Number: 6
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retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Partner shall forthwith obtain and submit proof of substitute insurance.
Waiver of Subrogation
Partner hereby grants to City a waiver of any right to subrogation which any insurer of said Partner may acquire against the City by virtue of the payment of any loss under such insurance. Partner agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. However, Partner must obtain a workers’ compensation endorsement waiving subrogation against the City.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. At the option of the City, either: the Partner shall obtain coverage to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Partner shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Verification of Coverage
Partner shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Partner before any activities under this Agreement begin. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
This Section shall survive termination of the Agreement.
Section 5. Indemnification . Partner shall indemnify, defend (with counsel selected by City), and hold harmless City and City Personnel against any and all claims, demands, causes of action, damages, costs, expenses, losses and liabilities, including for bodily injury or property damage, at law or in equity arising out of or relating to any of ( i) use of the Premises by Partner and Partner Personnel; and/or (ii) the acts or omissions of Partner and Partner Personnel pursuant to this Agreement . Notwithstanding the forgoing sentences, Partner shall have no obligation to indemnify, defend, and hold harmless City and City Personnel for any claim, demand, cause of action, damages, costs, expenses, losses and liabilities arising from or relating to (i) a pre-existing environmental condition concerning hazardous substances on or under the Property; or (ii) any grossly negligent, reckless, or willful act or omission of City and City Personnel while on or about the Property. The policy limits of any insurance of Partner , or other parties are not a limitation upon the obligation of Partner including without limitation the amount of indemnification to be provided by Partner. This Section shall survive termination of the Agreement.
Item Title: 10.5
License and Use Agreement with Menifee Santa's Workshop for the Limited Use of Retired Fire Station 5
Item Page Number: 7
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May 6, 2026
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Section 6. General Provisions
A. Authority. Each Party represents and warrants to the other that said Party has full right and authority to enter into this Agreement, and that said Party’s entry into this Agreement does not require permission or consent of any third party, and does not violate any other agreements to which said Party is bound.
B. Attorney’s Fees. In the event either Party brings an action at law or in equity, including any action for declaratory relief, to enforce the provisions of this Agreement against the other Party, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which the prevailing party may be entitled under law.
C. Entire Agreement, Incorporation of Recitals and Exhibits. This Agreement sets forth the entire agreement of the Parties with respect to Partner’s use of the Premises hereunder and supersedes all prior discussions, negotiations, understandings, or agreements relating thereto. The Recitals and Exhibits hereto are incorporated into this Agreement by reference.
D. Amendments. This Agreement may only be amended in a writing signed by both Parties.
E. Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and shall not be affected, impaired or invalidated thereby.
F. Waiver. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against either of the Parties hereto, unless made in writing and executed by both Parties.
G. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement.
H. Assignment, Transfer. Partner may not assign or otherwise transfer this Agreement, in whole or in part. without the written consent of City, which may be granted or withheld in City’s sole discretion. Any assignment or transfer in violation of this Section shall be null and void.
I. Binding on Successors. This Agreement shall apply to and be binding upon the heirs, successors, executors, administrators, and assigns of each of the Parties hereto.
J. Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between the Parties shall survive the expiration or termination of this Agreement.
K. Administration of Agreement. The City Manager or designee shall have the authority to Item Title: 10.5
License and Use Agreement with Menifee Santa's Workshop for the Limited Use of Retired Fire Station 5
Item Page Number: 8
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execute the documents and approvals necessary to effectuate the purpose of this Agreement, and may administratively approve and execute amendments which do not result in material changes to this Agreement, determined in the City Manager’s or designee’s sole discretion. The City Manager or designee may refer any matter subject to their approval pursuant to this Paragraph to the City Council.
L. Litigation Matters . The Superior Court of the State of California for the County of Riverside shall have the exclusive jurisdiction of any litigation between the Parties arising out of this Agreement. This Agreement shall be governed by, and construed under, the internal la ws of the State of California without regard to conflicts of law principles. Service of process on the City shall be made in the manner required by law for service on a public entity.
M. Rights and Remedies Cumulative. 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.
N. No Partnership or Joint Venture. Nothing in this Agreement shall be construed to render City in any way or for any purpose a partner, joint venturer, or associate in any relationship with Partner, nor shall this Agreement authorize either Party to act as an agent for the other.
O. Non-Liability of Officers, Officials, and Agents . No officer, official, employee, agent, or representative of City shall be personally liable to Partner, or any successor or assign of same, in the event of any default or breach by City, or for any amount which may become due to Partner, or any successor or assign of same, or for breach of any obligation of the terms of this Agreement.
P. Covenant Against Discrimination. Partner covenants for itself, and its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement.
Q. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
R. Notices. All notices required to be delivered under this Agreement or under applicable law shall be personally delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the third business day following dispatch. Notices shall be delivered to the following addresses, which may be changed from time to time upon written notice to the other Party:
To City: City of Menifee
Attn: Rebekah Kramer
29844 Haun Road
Menifee, CA 92586
[email protected]
Item Title: 10.5
License and Use Agreement with Menifee Santa's Workshop for the Limited Use of Retired Fire Station 5
Item Page Number: 9
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May 6, 2026
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With a copy to:
Rutan & Tucker, LLP
Attn: Jeffrey T. Melching
18575 Jamboree Rd 9th Floor
Irvine, CA 92612
[email protected]
To Partner:
Santa’s Workshop
Attn: Debbi Manion
Menifee, CA 92586
[email protected]
With a copy to:
Santa’s Workshop
Attn: Leonard Grill
Menifee, CA 92586
S. Time of Essence. Time is of the essence in the performance of this Agreement and every provision hereof.
T. No Recording. Neither Party will record this Agreement or any memorandum thereof.
U. Construction. Headings at the beginning of each section and sub- section of this Agreement are solely for the convenience of and are not a part of this Agreement.
Whenever required by the context of this Agreement , the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one or the other of the Parties, but rather as if both Parties prepared this Agreement. If the date on which a Party is required to take any action pursuant to the terms of this Agreement is not a business day of City , the action shall be taken on the next business day of City.
IN WITNESS WHEREOF, the Parties have executed 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
PARTNER
Debbi Manion, President
Leonard Grill, Vice President
[Note: 2 officer’s signatures required if Partner
is a corporation, unless provided with a
certificate of secretary in-lieu]
Item Title: 10.5
License and Use Agreement with Menifee Santa's Workshop for the Limited Use of Retired Fire Station 5
Item Page Number: 10
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May 6, 2026
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EXHIBIT A
PREMISES
Item Title: 10.5
License and Use Agreement with Menifee Santa's Workshop for the Limited Use of Retired Fire Station 5
Item Page Number: 11
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May 6, 2026
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CITY OF MENIFEE
SUBJECT: Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project
MEETING DATE: May 6, 2026
TO: Mayor and City Council
PREPARED BY: Diego Guillen, Senior Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ACTION
1. Award bid and authorize the City Manager to execute a Contract Services Agreement with Riverside Construction Company, Inc. for construction services for McCall Boulevard Widening Project, Capital Improvement Program (CIP) Project No. 22-03, located east of the I-215 freeway along McCall Boulevard between Oakhurst/Hospital Way and Junipero Road, in a total not-to-exceed amount of $4,262,584.00.
DISCUSSION
The McCall Boulevard (Blvd) Widening Project, CIP Project No. 22-03 (Project), is located between Oakhurst Avenue and Junipero Road. The existing roadway consists of two lanes for approximately half a mile before expanding to a four-lane roadway. There is a need for additional vehicle lanes to support current and future traffic volumes due to the increased residential and commercial development in the area. Under the City’s General Plan, this segment of McCall Boulevard is designated as an arterial roadway that would ultimately provide six vehicle lanes.
The Project would widen the existing two-lane road to a four-lane corridor and establish horizontal and vertical alignments to meet the requirements of the California Highway Design Manual and City standards. The Project is currently in the construction award phase.
On April 9, 2026, an electronic bid opening was held following the administration of a formal competitive bid process for construction services for the Project. The bid opening resulted in the receipt of seven bid submissions, as summarized in Table 1 on the following page.
Item Title: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 1
Menifee Mayor and City Council
May 6, 2026
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City of Menifee Staff Report
CIP 22-03 Riverside Construction Company, Inc. Bid Award May 6, 2026
3 3
0 2
TABLE 1 – BID RESULTS SUMMARY
Firm Name Total Base Bid
Amount
Lowest and
Responsible Bidder
Engineers Estimate $6,700,000.00
Hillcrest Contracting, Inc. $3,909,248.55 Deemed non-responsive Riverside Construction Company, Inc $4,262,584.00 X
Granite Construction Company. $4,313,000.00
Universal Construction & Engineering $4,344,025.21
SEMA Construction, Inc. $4,843,227.84
CT&T Concrete Paving Inc. $5,539,286.90
Staff reviewed the apparent lowest bid and determined Hillcrest Contracting, Inc. to be non- responsive as they did not submit the required hard copy bid documents 24 hours after the bid due date. The second apparent lowest bid submission was then reviewed and staff determined that Riverside Construction Company, Inc. (Contractor) met the requirements for recommendation as the lowest responsive and responsible bidder. The total cost for construction services with the Contractor is $4,262,584.00. Construction management and inspection services would be provided by City staff and ancillary services, such as labor compliance and materials testing, would be procured separately.
The total estimated construction cost is $4,912,703.17, which would include the cost of construction services, ancillary services such as labor compliance, materials testing, tribal monitoring, environmental mitigation measures during construction as well as any unforeseen costs that may arise during construction.
If approved by the City Council, the tentative Project schedule would be as follows:
Construction Start: May 2026
Construction End: August 2026
City Council Acceptance: November 2026
The timeline above assumes no delays due to weather or unforeseen conditions.
Environmental Impact
The City of Menifee Planning Commission, as the lead agency, adopted a Mitigated Negative Declaration on May 8, 2024, and filed and posted a Notice of Determination with the County of Riverside, Clerk of the Board of Supervisors on May 14, 2024, making the following determinations regarding the Project:
1. The Project will not have a significant effect on the environment.
2. A Mitigated Negative Declaration was prepared for this project pursuant to the provisions of CEQA, and this Mitigated Negative Declaration is adequate for this approval. See, e.g., CEQA Guidelines § 15162.
3. Mitigation measures were made a condition of the approval of the Project.
4. A Mitigation Reporting or Monitoring Plan was adopted for this Project.
5. A Statement of Overriding Considerations was adopted for this Project.
6. Findings were made pursuant to the provisions of CEQA Item Title: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 2
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May 6, 2026
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City of Menifee Staff Report
CIP 22-03 Riverside Construction Company, Inc. Bid Award May 6, 2026
3 3
0 2
The amount of the proposed agreement exceeds the City Manager’s signing authority. Pursuant to Resolution No. 24-1569 and Menifee Municipal Code §3.12.060, any contract amount that exceeds the City Manager’s signing authority shall be approved by the City Council.
STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility
FISCAL IMPACT
The fiscal impact of the proposed Contract with Riverside Construction Company, Inc. is in the total amount not-to-exceed $4,262,584.00. The total anticipated fiscal impact for the full construction phase of the Project is $4,912,703.17. Funding for the proposed Contract is available in the Fiscal Year (FY) 2025/2026 budget within the CIP Fund from Measure A funds (4320-PWD-CIPS-900-02220-690050), the Regional Arterial Grant (17004), TUMF funds (02310), and the Capital Projects funds (04320), as summarized in Table 2 below.
TABLE 2 – PROJECT BUDGET
Funding
Source
Project String No. Available
Budget
Anticipated
Cost
Measure A 4320-55-PWD-CIPS-900-02220-690000
CIP22-03.2220.CON.CAE
$899,732.31 $0
Regional
Arterial Grant*
4320-55-PWD-CIPS-900-17004-690000
CIP22-03.2301.CON.CAE
$3,140,000.00 $2,651,327.00
TUMF 4320-55-PWD-CIPS-900-02310-690000
CIP22-03.2310.CON.CAE
$1,738,518.24 $1,311,257.00
Capital
Projects
4320-55-PWD-CIPS-900-04320-690000
CIP22-03.4320.CON.CAE
$300,000.00 $300,000.00
TOTAL $6,078,250.55 $4,262,584.00
*Expenditure of Regional Arterial Grant funding requires a proportionate share of local match funds be expended. As such, funding support for the Contract has been requested proportionately between the available Regional Arterial Grant budget and also from TUMF and Capital Projects funds (local match funds).
ATTACHMENTS
1. Project Location Map
2. Contract
Item Title: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 3
Menifee Mayor and City Council
May 6, 2026
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McCall Blvd. Widening (CIP 22-03)
Project Location Map
From Oakhurst to Menifee
Item Title: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 4
Menifee Mayor and City Council
May 6, 2026
Page
94 of 714
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CITY OF MENIFEE
CONTRACT SERVICES AGREEMENT
CIP 22-03 MCCALL BLVD. WIDENING (HOSPITAL TO JUNIPERO) 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 RIVERSIDE CONSTRUCTION COMPANY, 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. 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 May 6, 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 Agree ment 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: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 5
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May 6, 2026
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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 regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. d. Warranty. Contractor warrants all work under this Agreement (which for purposes of this Subsection 1.3 shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by City of any defect in the work or non- conformance of the work to this Agreement, commence and prosecute with due diligence all work necessary to fulfill 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 sole 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 cor rective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs associated with such Item Title: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 6
Menifee Mayor and City Council
May 6, 2026
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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: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 7
Menifee Mayor and City Council
May 6, 2026
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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: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 8
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May 6, 2026
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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
MILLION TWO HUNDRED SIXTY TWO THOUSAND FIVE HUNDRED EIGHTY FOUR DOLLARS AND ZERO CENTS ($4,262,584.00) 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: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 9
Menifee Mayor and City Council
May 6, 2026
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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: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 10
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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: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 11
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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 7104 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: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 12
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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: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 13
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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 TWO MILLION DOLLARS ($2,000,000.00) per occurrence for bodily injury, personal injury, and property damage, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, FOUR MILLION DOLLARS ($4,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/compl eted 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 performe d 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 result ing 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: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 14
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May 6, 2026
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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- 03 MCCALL BLVD. WIDENING (HOSPITAL TO JUNIPERO) PROJECT. The name and Item Title: 10.6
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address for additional insured endorsements, certificates of insurance and notice of cancellation is:
City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Contractor. b. Notice of Reduction in or Cancellation of Coverage . Contractor shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
c. Additional Insured; Primary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of 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: 10.6
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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: 10.6
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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: 10.6
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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: 10.6
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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: 10.6
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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: 10.6
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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 perform of up to one hundred eighty (180) days may be approved in writing by the Contract Administrator. Contractor understands and agrees that, if City grants an extension in time without additional work, City shall have no obligation to provide Contractor with compensation beyond the m aximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor Item Title: 10.6
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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 def ault and the reasons for the default. The Contractor shall commence satisfactory corrective actions within five (5) Working Days after receipt though this timeframe 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.
Item Title: 10.6
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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: 10.6
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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 decr ease 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: 10.6
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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)
Item Title: 10.6
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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, Diego Guillen, Senior Engineer (“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 provi ded 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:
Riverside Construction Company, Inc.
Attn: Donald M. Pim, President
P.O. Box 1146
Riverside, CA 92502
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Diego Guillen, Senior Engineer
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
Item Title: 10.6
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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.
Item Title: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 28
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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]
Item Title: 10.6
Bid Award and Agreement with Riverside Construction Company, Inc. for Construction Services for the McCall Blvd Widening Project Item Page Number: 29
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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
Donald M. Pim, President
Bryan M. Lounsbury, Secretary/Treasurer
[Note: 2 officer’s signatures required if
Contractor is a corporation, unless provided
with a certificate of secretary in-lieu]
Item Title: 10.6
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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 -03 MCCALL BLVD. WIDENING (HOSPITAL TO JUNIPERO) 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 MILLION
TWO HUNDRED SIXTY TWO THOUSAND FIVE HUNDRED EIGHTY FOUR DOLLARS AND ZERO CENTS ($4,262,584.00) 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 followi ng termination of this Agreement.
The numerical reference for the Bid Package or Request for Proposals is: NIB 2026-08.
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CITY OF MENIFEE
SUBJECT: Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program
MEETING DATE: May 6, 2026
TO: Mayor and City Council
PREPARED BY: Michael To, Project Manager
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ACTION
1. Award bid and authorize the City Manager to execute a Contract Services Agreement with Onyx Paving Company, Inc., for construction services for Fiscal Year (FY) 2024/2025 Slurry Seal Program, Pavement Management Program (PMP) No. 25-01, in total not-to-exceed amount of $687,000.
DISCUSSION
The FY 2024/2025 Slurry Seal Program, PMP 25-01 (Project) consists of resurfacing existing roads by performing slurry sealing and restriping. The Project is being completed in two phases.
The first phase included crack sealing of the entire Project area, which has been completed and was accepted by City Council on February 18, 2026. The second phase includes slurry sealing which would consist of resurfacing existing roadway using a combination of chip seal and slurry seal treatments, upgrading existing curb ramps to meet current Americans with Disabilities Act (ADA) standards, and restriping the roadway to match existing lane configurations. The work is to be performed in three locations within the City of Menifee is outlined below:
•Location No. 1: West of the I-215 and north of McCall Boulevard with major cross streets of Rouse Road and Bradley Road. The following streets are included: Foxfire Street, Flagler Street, and Fan Lane.
•Location No. 2: East of the I-215 and south of McLaughlin Road with major cross streets of Trumble Road and McLaughlin Road. The following streets are included: Alta Avenue, White Court, Celtic Circle, Tran Court, Paige Circle, Lavender Street, Soprano Street, Matrix Drive, Myles Court, Patridge Court, Rockabilly Road, Sunshine Lane, Trenas Lane, Vanilla Court, and Rainbow Lane.
Item Title: 10.7
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 1
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City of Menifee Staff Report
PMP 25-01 Slurry Seal Award
May 6, 2026
3 2
3 2
•Location No. 3: West of the I-215 and south of Newport Road with major cross streets of Newport Road & Bradley Road. The following streets are included: Rim Creek Path, Hanford Street, San Rafael Street, Madera Court, Red Bluff Court, Lakeport Street, Merced Street, Napa Street, Menifee Grove, Mountain Glen Drive, Silver Hawk Drive, Hunter Ridge Drive, Pine Creek Drive, Wyndham Court, Wildflower Street, Sierra Vista Drive, and Mirabella Court.
Staff administered a competitive bid process, and the Project was legally advertised in accordance with the California Public Contract Code. An electronic bid opening was held on March 19, 2026, and a total of five bids were received with all bids submitted in amounts less than the Engineer’s Estimate, as summarized in Table 1 below.
TABLE 1 – BID RESULTS SUMMARY
Firm Name Total Base Bid Amount Lowest and
Responsible Bidder
Engineers Estimate $1,018,000
Onyx Paving Company, Inc., Inc. $687,000 X
Nobest Inc. $707,000
Onyx Paving Company, Inc., Inc. $862,933
Estate Design and Construction $918,700
All American Asphalt Inc. $982,972
Staff reviewed the apparent lowest bid and determined that Onyx Paving Company, Inc. (Contractor) met the requirements for recommendation as the lowest responsive and responsible bidder. The total cost for slurry seal services proposed by the Contractor is $687,000 and is below the Engineer’s Estimate of $1,018,000. Construction management and inspection services would be provided by City staff and ancillary services, such as labor compliance and materials testing, would be procured separately.
The total estimated construction cost for the slurry seal phase of the Project is $795,700, which would include slurry seal services, ancillary services such as labor compliance and materials testing, as well as other unforeseen costs that may arise during construction.
If approved by the City Council, the tentative Project schedule would be as follows:
Construction Start: May 2026
Construction End: June 2026
City Council Acceptance: July 2026
The timeline above assumes no delays due to weather or unforeseen conditions.
Environmental Impact
The proposed Project has been determined to be Categorically Exempt under the California Environmental Quality Act (CEQA) and CEQA Guidelines, Section 15301, Existing Facilities.
Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. Class 1 Item Title: 10.7
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 2
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City of Menifee Staff Report
PMP 25-01 Slurry Seal Award
May 6, 2026
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includes the following example of a Project that would be exempt under this section: (c) [minor alterations to Existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities (this includes road grading for the purpose of public safety), and other alterations such as the addition of bicycle facilities, including but not limited to bicycle parking, bicycle-share facilities and bicycle lanes, transit improvements such as bus lanes, pedestrian crossings, street trees, and other similar alterations that do not create additional automobile lanes. The Project is for the minor alteration of an existing paved road for public safety, all within the existing City right-of-way (ROW). No additional automobile lanes will be created by the Project. The proposed Project is the minor alteration of an existing public facility (“City Street”) involving a negligible expansion of the existing use. The Project is exempt per Section 15301.
The proposed Project is also exempt under the general rule that CEQA applies only to Projects that have the potential for having a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA (Section 15061(b)(3)). There is no possibility that the activity in question would have a significant effect on the environment because the proposed Project is occurring in an area that is heavily disturbed and is not environmentally sensitive.
The amount of the proposed Contract Services Agreement (Contract) exceeds the City Manager’s signing authority. Pursuant to Resolution No. 24-1569 and Menifee Municipal Code §3.12.060, any contract amount that exceeds the City Manager’s signing authority shall be approved by the City Council.
STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility
FISCAL IMPACT
The fiscal impact of the proposed Contract with Onyx Paving Company, Inc., is in the total amount not-to-exceed $687,000.00. Funding for the proposed Contract is available in the FY 2025/2026 budget for the Pavement Management Program within the CIP Fund from the Measure A Fund (4320-54-PWD-CIPS-909-02220-690000), as summarized in Table 2 below.
TABLE 2 – PROJECT BUDGET
Fund Project String No. Available
Budget
Anticipated
Cost
Measure A (4320-54-PWD-CIPS-909-02220-690000)
PMP25-01.2220.CON.CAE
$813,926 $687,000
TOTAL $813,926 $687,000
ATTACHMENTS
1. Project Location Map
2. Contract
Item Title: 10.7
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 3
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RodinCir
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Path: E:\Standard_Maps\Engineering_PW\CIP_Projects\CIP_Projects.aprx Date: 5/7/2025 PMP 25-01 FY24/25 Slurry Seal Program Location Map
Project Location Maps
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Oboe Pl
Maracas Way
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Rockabilly Rd
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Circus Dr
Paige
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White Ct
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Sunshine Ln Rainbow LnBrady Ln
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Soprano St
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Saratoga Dr
Didgeridoo Dr
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Foxfire St
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Blvd
Mercer Ln
Cataluna Cir
Keyboard Ct
Dix Hill Rd
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Rd Co
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Lavender St
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Marimba CtXap
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Rouse Rd
Comwell St
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Invitation Dr
Ruggie Rd
Cowbell Ct
Almaden Ln
Flag
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Tango Ct
Two Cellos Way
Jitterbug Cir
Paseo Legado
Ukulele Cir
McLaughlin Rd
Bongo Way
Sylvia Ave
Sherm
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Accordian Ct
Two Step St
Embassy St
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Airstream Way
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Helene Way
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CIP Projects
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LOCATION 3
LOCATION 1
LOCATION 2
Item Title: 10.7
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 4
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2671/031858-0001
20841204.11 a03/11/26
CITY OF MENIFEE
CONTRACT SERVICES AGREEMENT
PMP 25-01 SLURRY SEAL 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 ONYX PAVING COMPANY, 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. 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 May 6, 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 Agree ment 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
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 5
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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 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 sole 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 cor rective 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
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 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
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 8
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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 SIX HUNDRED EIGHTY SEVEN THOUSAND DOLLARS AND ZERO CENTS ($687,000.00) 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 compensat ion, 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
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 9
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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
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 10
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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
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 11
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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 7104 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
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 12
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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 person per accident, ONE MILLION DOLLARS ($1,000,000.00) per 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
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 13
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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 TWO MILLION DOLLARS ($2,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, FOUR MILLION DOLLARS ($4,000,000.00) 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. 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
Bid Award and Agreement with Onyx Paving Company, Inc. for Construction Services for the Fiscal Year 2024/2025 Slurry Seal Program Item Page Number: 14
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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 in clude the following reference: PMP 25-01 SLURRY SEAL PROJECT. The name and address for additional insured endorsements, Item Title: 10.7
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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), fo r 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 shall 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 five (5) working days after receipt, 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.
Item Title: 10.7
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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, Michael N. To , Project Manager, Engineer (“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:
Onyx Paving Company, Inc.
Attn: Corey R. Kirschner, CEO
2890 E. LA CRESTA AVE.
ANAHEIM, CA 92806
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Michael N. To, Project Manager, Engineer
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 Item Title: 10.7
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personally or sent by prepaid, first -class mail. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy- two (72) hours from the time of mailing if mailed as provided in this Section.
10.10 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
10.11 Integration, Interpretation. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
10.13 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by s o executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.
10.14 Nondiscrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of per sons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. Contractor shall take affirmative action to insure tha t applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.
10.15 No Third Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.
10.16 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.
10.17 No Undue Influence. Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential Item Title: 10.7
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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
Corey R. Kirschner, CEO
Jay Kirschner, VP, Secretary, Treasure
[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 PMP 25 -01 SLURRY SEAL PROJECT services, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, in the amount not to exceed SIX HUNDRED EIGHTY SEVEN THOUSAND DOLLARS AND ZERO CENTS ($687,000.00) 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 followi ng termination of this Agreement.
The numerical reference for the Bid Package or Request for Proposals is: NIB 2026-10.
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EXHIBIT B
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project
MEETING DATE: May 6, 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. 2 to the Professional Services Agreement with Southstar Engineering & Consulting, Inc. for construction management services for the Central Park Amphitheater Capital Improvement Program (CIP) Project No. 19-15, increasing the compensation amount by $50,000 for a total not-to-exceed amount of $1,073,272, and extending the term of the agreement through December 31, 2026; and
1. Adopt two budget amendment resolutions appropriating $50,000 for the transfer out of the Development Impact Fee (DIF) Citywide – Park Improvements Fund 2522 and the transfer in and expenditures within the Capital Projects Fund 4320 to the Project account.
DISCUSSION
The Central Park Amphitheater, CIP No. 19-15 (Project) consists of the construction of an amphitheater with two distinct and architecturally unique structures: the main shade structure and the rear storage and preparation area. Upon completion, this facility would serve as a premier venue for City events, concerts, and art exhibitions, providing a dynamic space for local musical groups, artists, and performers.
On December 6, 2023, the City Council approved a Professional Services Agreement (Agreement) with Southstar Engineering & Consulting, Inc. (Southstar) for construction management, labor compliance, and oversight services for the Project. The original contract was approved with a not-to-exceed amount of $855,091 for an initial term beginning December 6, 2023, and expiring June 30, 2026. One amendment to the Agreement (Amendment No. 1) was previously approved by the City Council on April 2, 2025, to support additional construction Item Title: 10.8
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City of Menifee Staff Report
Southstar Engineering & Consulting, Inc. Amendment No. 2 May 6, 2026
3 3
0 1
management, inspections, and coordination efforts with the City, design team, and contractor.
Amendment No. 1 was approved in the amount of $168,181.00, increasing the total not-to-exceed Agreement amount to $1,023,272.00.
The Central Park Amphitheater is a one-of-a-kind structure, incorporating custom-fabricated steel components, engineered Glue-laminated beams (large wood beams that create the primary support for the shade structure and storage building top), and a specialized Polytetrafluoroethylene (PTFE) tensile roof system. These elements require meticulous review, precise fabrication, and extensive quality control to ensure structural integrity and compliance with design specifications.
As the project has continued to progress, several factors have contributed to the need for additional construction management and inspection hours, coordination efforts, and schedule adjustments, including increased volume of submittals, extended review timelines, structural delays, supply chain challenges, and extended fabrication lead times. Additional construction management services were required from Southstar beyond what was initially anticipated through Amendment No. 1 and an additional amendment is necessary to maintain construction management services through the completion of the Project. Staff have consistently reviewed all services provided by Southstar throughout the duration of the Project and have negotiated several reductions to costs with Southstar to ensure any additional construction management costs incurred for the Project are fair and reasonable.
To ensure the successful completion of this project, staff is recommending Amendment No. 2 to the original Agreement with Southstar to continue providing required labor compliance and support for construction document management. Proposed Amendment No. 2 would increase the project compensation by $50,000, for a total not-to-exceed amount of $1,073,272. In addition, a six-month term extension through December 31, 2026, is necessary to ensure all Project closeout and labor compliance tasks are finalized following construction completion. Southstar’s amendment history for the Project is summarized in Table 1 below.
TABLE 1 – SOUTHSTAR AGREEMENT HISTORY
Agreement Activity Approval
Date
Summary of Changes Value
Original Contract 12/06/2023 Construction Management and Labor Compliance
$855,091.00
Amendment No. 1 11/15/2023 Additional Construction
Management and Inspection
$168,181.00
Amendment No. 2 PENDING Extended Construction Mgmt
Services and term extension
through 12/31/2026
$50,000.00
TOTAL $1,073,272.00
While the amount of proposed Amendment No. 2 is within the City Manager’s signing authority pursuant to Menifee Municipal Code §3.12.090 and Resolution 25-1569, the six-month extension of the Agreement term exceeds the City Manager’s signatory authority and requires City Council approval.
Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 2
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May 6, 2026
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City of Menifee Staff Report
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STRATEGIC PLAN OBJECTIVE
Community Engagement and Social Infrastructure
FISCAL IMPACT
The fiscal impact of proposed Amendment No. 2 is $50,000, for a total Agreement with Southstar for a not-to-exceed amount of $1,073,272. A supplemental budget appropriation is requested from DIF 2522 to support Amendment No. 2, as well as provide budget availability in the event any minor Project tasks or final Project actions require additional support through Project closeout, as summarized in Table 2 below.
TABLE 2 – PROJECT BUDGET
Fund Project String No. Available
Budget
Anticipated
Cost
DIF-Citywide
Park Improv.
(4320-PWD-CIPS-906-02522-652800)
CIP19-15.2522.CON.CAE
$50,000.00 $50,000.00
All previously approved Project budgets have been fully appropriated for construction and various professional and technical services required to support all phases of the Project to date. Additional funding within DIF Fund 2522, specifically restricted for park improvement projects, is available to support the Project needs in a total amount of $50,000 as summarized in Table 3 below.
TABLE 3 – PROPOSED APPROPRIATION BUDGET
Fund Account Number Account Appropriation
of Revenue
Appropriation of
Expenditures
DIF-Citywide Park
Improv. (2522) Transfer Out 904320 $50,000
Capital Projects Transfer In 802522 $50,000
Capital Projects Expenditure – CIP Budget 690050 $50,000 It is important to note that DIF 2522 funds are restricted use funds and may only be used for eligible expenses associated with park and recreation projects. If approved, and upon Project close-out, any remaining DIF 2522 funds would be reprogrammed to support another eligible park capital improvement project.
ATTACHMENTS
1. Project Location Map
2. Amendment No. 2
3. Original Agreement
4. Budget Amendment Resolution – Fund 2522
5. Budget Amendment Resolution – Fund 4320
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Project Location
N
Item Title: 10.8
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AMENDMENT NO. 2 TO
PROFESSIONAL SERVICES AGREEMENT
CIP 19-15 CENTRAL PARK AMPHITHEATER PROJECT FOR CONSTRUCTION
MANAGEMENT SERVICES
AMENDMENT NO. 2 TO
PROFESSIONAL SERVICES AGREEMENT
CIP 19-15 CENTRAL PARK AMPHITHEATER PROJECT FOR CONSTRUCTION
MANAGEMENT SERVICES
This is Amendment No. 2 (“Amendment No. 2”) to that certain Professional Services Agreement (“Agreement”) made on December 6, 2023 between the City of Menifee (“City”) and SOUTHSTAR ENGINEERING & CONSULTING, INC. (“Consultant”) for CIP 19-15 CENTRAL PARK AMPHITHEATER PROJECT FOR CONSTRUCTION MANAGEMENT SERVICES, as amended by that certain Amendment No. 1 to the Agreement entered into on April 2, 2025 (“Amendment No. 1”), which this Amendment No. 2 is made and entered into on ______________, 2026 to extend the term of services and increase the compensation amount as indicated below:
1. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Agreement.
2. Section 1.1, “Term of Services” is amended to read as follows:
1.1 Term of Services. The term of this Agreement shall begin on the December 6, 2023 and shall end on December 31, 2026 unless the term of the Agreement is otherwise terminated or extended as provided for in Section
8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.
3. SECTION 2, “Compensation” is amended to increase the maximum compensation by FIFTY THOUSAND DOLLARS AND ZERO CENTS ($50,000.00) and is amended to read as follows:
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed ONE MILLION
SEVENTY THREE THOUSAND TWO HUNDRED SEVENTY TWO DOLLARS
AND ZERO CENTS ($1,073,272.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.
4. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:
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AMENDMENT NO. 2 TO
PROFESSIONAL SERVICES AGREEMENT
CIP 19-15 CENTRAL PARK AMPHITHEATER PROJECT FOR CONSTRUCTION
MANAGEMENT SERVICES
SCOPE OF SERVICES
Services shall include CIP 19-15 CENTRAL PARK AMPHITHEATER PROJECT FOR CONSTRUCTION MANAGEMENT SERVICES in the amount not to exceed
ONE MILLION SEVENTY THREE THOUSAND TWO HUNDRED SEVENTY
TWO DOLLARS AND ZERO CENTS ($1, 073,272.00) as further detailed in the following page(s).
5. All other terms and conditions of the Agreement remain in full force and effect.
6. This Amendment No. 2 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
Item Title: 10.8
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AMENDMENT NO. 2 TO
PROFESSIONAL SERVICES AGREEMENT
CIP 19-15 CENTRAL PARK AMPHITHEATER PROJECT FOR CONSTRUCTION
MANAGEMENT SERVICES
CITY OF MENIFEE SOUTHSTAR ENGINEERING &
CONSULTING, INC.
_______________________________ _______________________________ Armando G. Villa, City Manager Amr Abuelhassan, Executive Vice President
Attest:
_______________________________ ________________________________ Stephanie Roseen, City Clerk Jason Bennecke, Executive Vice President
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
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DocuSign Envelope ID: 21A1F49A-F82E-401E-A2D7-7B460F059092 2905/031858-0001
18155996.1 a10/04/23
CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
CIP 19-15 CENTRAL PARK AMPHITHEATER PROJECT FOR CONSTRUCTION
MANAGEMENT SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this day of , 2023 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and SOUTHSTAR ENGINEERING & CONSULTING, INC , a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the “Services”). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on December 6, 2023 and shall end on June 30, 2026 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.
1.3 Assignment of Personnel . Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.
DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 6th December
Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 8
Menifee Mayor and City Council
May 6, 2026
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1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
1.6 Warranty. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the Services, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Services.
1.7 Covid-19 Safety. If Consultant enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all applicable emergency orders, directives, protocols, and best practices related to the COVID -19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed Eight Hundred Fifty Five Thousand Ninety One Dollars and Zero Cents ($855,091.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail.
City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period;
c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 9
Menifee Mayor and City Council
May 6, 2026
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f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
2.3 Retention of Funds, Final Payment . Consultant hereby authorizes City to retain and deduct from any amount payable to Consultant not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Consultant within sixty (60) days after final acceptance of the Services by the City and after Consultant has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Consultant from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as provided in this Agreement. City shall pay the last five percent (5%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.
2.4 Total Payment . City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice.
2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.
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Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 10
Menifee Mayor and City Council
May 6, 2026
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2.8 Payment upon Termination . In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense, including but not limited to computer, long -distance telephone or other communication charges, vehicles, and reproduction facilities.
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certificates of insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.
The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other insureds. Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant’s indemnification liabilities as provided in Section 5.
4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self - insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 11
Menifee Mayor and City Council
May 6, 2026
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insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
a. General requirements . Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum Scope of Coverage . Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
c. Additional Requirements . Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
4.3 Professional Liability Insurance.
a. General Requirements . Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.
Any deductible or self -insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY -FIVE THOUSAND DOLLARS ($25,000), it must be approved in writing by City.
b. Claims-Made Limitations . The following provisions shall apply if the professional liability coverage is written on a claims-made form:
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Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 12
Menifee Mayor and City Council
May 6, 2026
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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) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates.
(iii) If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage.
(iv) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.
4.4 All Policies Requirements.
a. Acceptability of Insurers . All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California.
b. Verification of Coverage . Prior to beginning the Services under this Agreement, Consultant shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference: CIP 19- 15 CENTRAL PARK AMPHITHEATER PROJECT FOR CONSTRUCTION MANAGEMENT SERVICES. The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant.
c. Notice of Reduction in or Cancellation of Coverage . Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
d. Additional Insured; Primary Insurance . City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 13
Menifee Mayor and City Council
May 6, 2026
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Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non -contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.
A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
e. Deductibles and Self -Insured Retentions . Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.
During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self -insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 14
Menifee Mayor and City Council
May 6, 2026
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c. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
5.1 Indemnification for Professional Liability . Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.
5.2 Indemnification for Other than Professional Liability . Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.
5.3 Limitation of Indemnification for Design Professionals . Notwithstanding any provision of this Section 5 to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection 5.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.
5.4 Limitation of Indemnification . The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.
SECTION 6. INDEPENDENT CONTRACTOR.
At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 15
Menifee Mayor and City Council
May 6, 2026
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personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement.
The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
7.3 Prevailing Wages . Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws, including, but not limited to the prevailing wage and related requirements set forth in this Subsection 7.3. Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
a. Public Work. Consultant hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Consultant, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the Labor Code. It is agreed by the Parties that, in connection with the development, construction (as defined by applicable law) and operation of the Services, including, without limitation, any public work (as defined by applicable law), if any, Consultant shall bear all risks of payment or non - payment of state and/or federal prevailing wages and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 16
Menifee Mayor and City Council
May 6, 2026
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and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Consultant’s failure to pay prevailing wages.
b. Labor Code of California. The Consultant’s attention is directed to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Consultant shall post a copy of the prevailing rate of per diem wages at each job site.
(ii) Consultant is aware of and will comply with the provisions of Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to Labor Code Section 1771.4, Consultant must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.
(iii) Pursuant to Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder.
(iv) Pursuant to Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay.
(v) Pursuant to Labor Code Section 1813, it is stipulated hereby that Consultant shall, as a penalty to City, forfeit twenty -five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.
(vi) Consultant is aware of and will comply with the provisions of Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices. Pursuant to Section 1777.5 it is hereby stipulated that Consultant will be responsible for obtaining compliance therewith on the part of any and all sub -consultants or subcontractors employed by Consultant in connection with this Agreement.
(vii) Pursuant to Labor Code Section 1775, it is hereby stipulated that Consultant shall, as a penalty to City, forfeit not more than two -hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Consultant or any sub-consultant or subcontractor.
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Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 17
Menifee Mayor and City Council
May 6, 2026
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c. Bidding Eligibility. Pursuant to Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations.
d. DIR Monitoring . Pursuant to Labor Code Section 1771.4, Consultant is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages . Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.
7.4 Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, and perform the Services. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.
7.5 Conflicts of Interest, Political Reform Act . Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.
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7.6 Annual Appropriation of Funding . In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Consultant acknowledges and agrees that to the extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.
8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.
8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.
8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.
8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement.
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8.8 Options upon Breach by Consultant . If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;
c. Retain a different consultant to complete the Services described in Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance . All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.
9.2 Licensing of Intellectual Property . This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
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9.3 Consultant’s Books and Records . Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.
9.4 Inspection and Audit of Records. Any records or documents that Subsection 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.
SECTION 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Subsection shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Applicable Law, Venue . The laws of the State of California shall govern this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.
10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.
10.4 Section Headings and Subheadings . The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
10.5 No Implied Waiver of Breach. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
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and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.
10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Jason Bennecke (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
10.8 City Contract Administration . This Agreement shall be administered by a City employee, Nancy Rodriguez, Management Analyst (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
SOUTHSTAR ENGINEERING & CONSULTING, INC
Attn: Jason Bennecke
1945 Chicago Avenue, Suite C-2
Riverside, CA 92507
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Nancy Rodriguez, Management Analyst
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
10.10 Professional Seal . Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,” as in the following example.
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10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.
10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.
10.16 No Third Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.
10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of
Seal and Signature of Registered Professional with
report/design responsibility.
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Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.
10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub -agreement, or the proceeds thereof, for the Services to be performed under this Agreement.
[Signatures on Following Page]
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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
CONSULTANT
Amr Abuelhassan, Executive Vice President
Jason Bennecke, Executive Vice President
[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
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EXHIBIT A
SCOPE OF SERVICES
Services shall include CIP 19 -15 CENTRAL PARK AMPHITHEATER PROJECT FOR CONSTRUCTION MANAGEMENT SERVICES in the amount not to exceed Eight Hundred Fifty Five Thousand Ninety One Dollars and Zero Cents ($855,091.00) as further detailed in the following page(s).
EXHIBIT A.
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DocuSign Envelope ID: 21A1F49A-F82E-401E-A2D7-7B460F059092 2905/031858-0001
18155996.1 a10/04/23 EXHIBIT A.
DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 43
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May 6, 2026
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18155996.1 a10/04/23 EXHIBIT A.
DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 44
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May 6, 2026
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18155996.1 a10/04/23 EXHIBIT A.
DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 45
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May 6, 2026
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18155996.1 a10/04/23 EXHIBIT A.
DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 46
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May 6, 2026
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18155996.1 a10/04/23 EXHIBIT A.
DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 47
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May 6, 2026
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18155996.1 a10/04/23 EXHIBIT A.
DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 48
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May 6, 2026
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18155996.1 a10/04/23 EXHIBIT A.
DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 49
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May 6, 2026
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DocuSign Envelope ID: 21A1F49A-F82E-401E-A2D7-7B460F059092 2905/031858-0001
18155996.1 a10/04/23 EXHIBIT A.
DocuSign Envelope ID: 3A816D31-8068-4C52-B85E-9757ABE3B802 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 50
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May 6, 2026
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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 – DIF CITYWIDE - PARK IMPROVEMENTS FUND 2522 EXPENDITURE ADJUSTMENT – DIF CITYWIDE - PARK IMPROVEMENTS FUND 2522
RECORD TRANSFER OF FUNDS
FROM ACCOUNT # TO ACCOUNT # AMOUNT
2522-57-PWD-CIPS-906-00000-
904320-
4320-57-PWD-CIPS-906-00000-
802522-
$50,000.00
TOTAL: $50,000.00
CITY
COUNCIL
MEETING
DESCRIPTION ACCOUNT NUMBER AMOUNT
TOTAL: $0.00
CITY
COUNCIL
MEETING
DESCRIPTION ACCOUNT NUMBER AMOUNT
May 6, 2026
CIP 19-15 Central Park Amphitheater
Southstar Amendment
2522-57-PWD-CIPS-
906-00000-904320- $50,000.00
TOTAL: $50,000.00
Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 51
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May 6, 2026
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Amending the Fiscal Year 2025/26 DIF Citywide - Park Improvements Fund Budget CIP 19-15 Central Park Amphitheater Southstar Amendment 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 DIF Citywide - Park Improvements Fund 2522 for the City of Menifee for FY 2025/26 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:
FUND SUMMARY – DIF CITYWIDE - PARK IMPROVEMENTS FUND 2522 PASSED, APPROVED AND ADOPTED this 6th day of May, 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 $0.00 $0.00 $0.00 $0.00
Expenditures $0.00 $821,612.91 $50,000.00 $871,612.91
Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 52
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May 6, 2026
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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
2522-57-PWD-CIPS-906-00000-
904320-
4320-57-PWD-CIPS-906-00000-
802522-
$50,000.00
TOTAL: $50,000.00
CITY
COUNCIL
MEETING
DESCRIPTION ACCOUNT NUMBER AMOUNT
May 6, 2026
CIP 19-15 Central Park Amphitheater
Southstar Amendment
4320-57-PWD-CIPS-
906-00000-802522- $50,000.00
TOTAL: $50,000.00
CITY
COUNCIL
MEETING
DESCRIPTION ACCOUNT NUMBER AMOUNT
May 6, 2026
CIP 19-15 Central Park Amphitheater
Southstar Amendment
4320-55-PWD-CIPS-
906-02522-690050- $50,000.00
TOTAL: $50,000.00
Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 53
Menifee Mayor and City Council
May 6, 2026
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Amending the Fiscal Year 2025/26 Capital Projects Fund Budget CIP 19-15 Central Park Amphitheater Southstar Amendment 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 6th day of May, 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 $76,086,965.74 $50,000.00 $80,184,670.74 Expenditures $4,963,851.00 $94,975,733.08 $50,000.00 $99,989,584.08 Item Title: 10.8
Agreement Amendment with Southstar Engineering & Consulting, Inc. for the Construction Management Services for the Central Park Amphitheater Project Item Page Number: 54
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May 6, 2026
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CITY OF MENIFEE
SUBJECT: Public Improvement Acceptance and 90% Release of Security for Parcel Map 37624-1, McCall Square, by Heritage Square Menifee, LLC
MEETING DATE: May 6, 2026
TO: Mayor and City Council
PREPARED BY: Katrina Kunkel, Associate Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ACTION
1. Accept the public improvements for street, drainage, water, and sewer systems for Parcel Map 37624-1, McCall Square, located along McCall Boulevard between Junipero Road and Menifee Road; and
2. Authorize the City Engineer to release 90% of the posted securities per the City’s standard policies; and
3. Authorize the City Clerk to file a Notice of Completion with the Riverside County Recorder’s Office.
DISCUSSION
Heritage Square Menifee, LLC (Developer) is the developer of Parcel Map 37624-1, McCall Square (Project), a subdivision of 18.1 acres into seven commercial parcels, located along McCall Boulevard between Junipero Road and Menifee Road, as depicted in the attached project map.
The Developer has completed the construction of streets, drainage, water, and sewer system improvements and is requesting acceptance of the completed improvements into the City’s maintenance system. Staff have inspected the completed improvements and determined that the improvements have been constructed in accordance with City specifications and standards. Staff also verified that all project conditions of approval have been met to release the faithful performance and labor and materials securities in accordance with City policy.
Item Title: 10.9
Public Improvement Acceptance and 90% Release of Security for Parcel Map 37624-1, McCall Square, by Heritage Square Menifee, LLC Item Page Number: 1
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May 6, 2026
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City of Menifee Staff Report
Public Improvement Acceptance, PM37624-1, McCall Square May 6, 2026