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2020/10/19 American Ramp Company Conceptual Design Servcs-Bike Recreation DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD A1%F MENIFEE CITY OF MENIFEE Agreement/contract coversheet DATE: November 10, 2020 DS TO: Armando G.Villa,City Manager ,4 J CC: Department Date Initials Jonathan Nicks, Community Services DS Director 11/10/2020 ASV Wendy Preece, Deputy Finance Director 11/10/2020 WK Rochelle Clayton, Deputy City Manager 11/10/2020 & Jeffrey T. Melching, City Attorney 11/10/2020 J l u ns Sarah A. Manwaring, City Clerk �1111712020 saA&U, Agreement Routed to City Attorney: 11/9/2020(Via email, attached) Insurance Requirements: ® General Liability (5/22/2021) (Attached) ®Automobile Liability (5/22/2021) ®Worker's Compensation (7/1/2021) ® Other DS (1/14/2021) FROM: Margarita Cornejo, Financial Services Manager DS Bryce Howell, Park/Landscape Maintenance Manager SUBJECT: Professional Services Agreement between the City of Menifee and American Ramp Company for Conceptual Design Services for Bike Recreation Area IS THE AGREEMENT/CONTRACT WITHIN THE CITY MANAGER'S SIGNATURE AUTHORITY? ®Yes—❑ Purchase of Commodities under$50,000 ® Professional Services under$25,000 ❑ Change Order under$25,000 or less than 10%of original contract(supplies,equipment,services or construction contracts) ❑ Public Works Contract for$45,000 or less ❑ No—City Council authorized City Manager to sign (Council action attached) WHY IS THIS AGREEMENT/CONTRACT NEEDED? The agreement between the City of Menifee and American Ramp Company shall provide Conceptual Design Services of Bike Trails for Evans Park.The intent of this agreement is to create a complete custom bike recreation area design for the Evans Road and Craig Avenue(Evans Property)to meet the growing needs of the community. WHAT IS THE TOTAL LENGTH OF THE AGREEMENT/CONTRACT? The term of the agreement will cover the period of October 19, 2020 through June 30,2021 WHAT IS THE TOTAL DOLLAR AMOUNT OF THE AGREEMENT/CONTRACT? $9,000(Not-to-Exceed Amount) *Please attached a second page for additional information to support this agreement. DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD HOW WAS THE VENDOR/CONSULTANT/CONTRACTOR DECIDED ON? American Ramp Company provides Conceptual Design Services for Bike Recreation Area in a professional and cost effective manner. Community Services Department Staff procured this vendor by soliciting a quote from the vendor and evaluating for cost reasonability. Supplies/Equipment/Maintenance/Construction Prior Contract/Experience with the City ❑ $5,000-$49,000—Three Written Quotes ® Yes ❑ Over$50,000—Competitive Bidding and Formal Proposals Public Works Projects Professional Services ❑ Under$45,000—Purchase Order, Contract(Prudent Judgement) ® Under$25,000—City Manager ❑ $45,000-$174,999—Informal Bidding Process ❑ over$25,000—City Council Approval ❑ Over$175,000—Formal Bidding Required WHERE ARE THE FUNDS COMING FROM? Funding is coming from the adoped/approved CIP budget for FY2020/21 WHAT GENERAL LEDGER ACCOUNT NUMBER SHOULD BE USED FOR THE PURCHASE ORDER? 522-4555-58052(Evans Park Acquisition, Design &Construction) IS THERE SUFFICIENT BUDGET? WHAT IS THE AVAILABLE BUDGET? Yes,as of 11/10/2020 Account#522-4555-58052 (Evans Park Acquisition, Design &Construction) has a balance of $91,000(see attached Eden Report) ATTACHMENTS - CONTRACT/AMENDMENT - CERTIFICATES OF INSURANCE - EMAIL TO CITY ATTORNEY FOR REVIEW/APPROVAL - EXPENDITURE STATUS REPORT (AVAILABILITY OF FUNDS) 2 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD CITY OF MENIFEE PROFESSIONAL SERVICES AGREEMENT CITY OF MENIFEE CONCEPTUAL DESIGN SERVICES (BIKE RECREATION AREA) THIS PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and effective this 17th day of Nov , 2020 ("Effective Date") by and between the CITY OF MENIFEE, a California municipal corporation, ("City") and AMERICAN RAMP COMPANY, a S Corporation("Consultant"). City and Consultant may sometimes herein be referred to individually as a"Party" and collectively as the "Parties." SECTION 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services,attached hereto as Exhibit A and incorporated herein by this reference (the "Services"). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a 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 October 19, 2020 and shall end on June 30, 2021 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. 2671/031858-0001 7630376.2 a09/14/20 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 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. SECTION 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed NINE THOUSAND DOLLARS AND ZERO CENTS ($9,000.00) not withstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; b. The beginning and ending dates of the billing period; C. A "Task Summary" containing the original contract amount, the amount of prior billings,the total due this period,the balance available under this Agreement, and the percentage of completion; d. At City's option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed; g. The Consultant Representative's signature. Invoices shall be submitted to: City of Menifee Attn: Accounts Payable 2671/031858-0001 7630376.2 a09/14/20 -2- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 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 Final Payment. City shall pay the last ten percent (10%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed. 2.4 Total Pam. 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 for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. 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 that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. 2671/031858-0001 7630376.2 a09/14/20 -3- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD SECTION 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in Consultant's compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other Insureds. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident,ONE MILLION DOLLARS ($1,000,000.00)disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. 4.2 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. 2671/031858-0001 7630376.2 a09/14/20 4- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 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: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers,employees,agents, and volunteers. 4.3 Professional Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City. b. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant's sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement. 2671/031858-0001 7630376.2 a09/14/20 -5- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 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: CITY OF MENIFEE CONCEPTUAL DESIGN SERVICES. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. C. 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. d. Additional insured; primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded 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 2671/031858-0001 7630376.2 a09/14/20 -6- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. g. Variation. The Contract Administrator may,but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof-, and/or C. Terminate this Agreement. 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, 2671/031858-0001 7630376.2 a09/14/20 -7- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 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 are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term "design professional" as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects,registered professional engineers,professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. 5.4 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. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees,or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries,wages,or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state,or federal policy,rule,regulation, law, or ordinance to the contrary,Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 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 2671/031858-0001 7630376.2 a09/14/20 -8- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant's employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or 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 Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors. 7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 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. 2671/031858-0001 7630376.2 a09/14/20 -9- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 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. 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. 2671/031858-0001 7630376.2 a09/14/20 -10- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 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. 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 Section 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3)years after final payment under this Agreement. 2671/031858-0001 7630376.2 a09/14/20 -11- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 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 Parry shall be entitled to reasonable attorneys' fees and expenses including costs, in addition to any other relief to which that Parry may be entitled; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County. 10.3 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. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.6 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 Daniel Hounshell ("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, Bryce Howelll, Park/Landscape Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee. 10.9 Notices. Any written notice to Consultant shall be sent to: 2671/031858-0001 7630376.2 a09/14/20 -12- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD AMERICAN RAMP COMPANY Attn: Heather Ogden 601 S MCKINLEY AVE JOPLIN, MO 64801 Any written notice to City shall be sent to the Contract Administrator at: City of Menifee 29844 Haun Road Menifee, CA 92586 Attn: Bryce Howelll, Park/Landscape Manager 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. (Not Applicable) Seal and Signature of Registered Professional with report/design responsibility. 10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 10.12 Inte rag tion. 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 Parry 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. 2671/031858-0001 7630376.2 a09/14/20 -13- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 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 Parry 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. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.17 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 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 Ejnployees. 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] 2671/031858-0001 7630376.2 a09/14/20 -14- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. CITY OF MENIFEE CONSULTANT DocuSigned by: 01q�— DocuSigned by: F— -af�,aln, 6 wtb, pmsi" Arman o Villa, City Manager afian emo, President Attest: FDocuSigned by: DocuSigned by: a�a�, Q. 9�ta�nwayiin� W y (S�-��tw' (� wAhbyus sewaW �—affiff'A`Nfffiiwaring, City Clerk aff f'M&n, Operations Specialist A rgve�bas to Form: cu igne y. 9 t n yj, Gfy gffb► " BE868 80 4 Bthi 7e rey ecng, City Attorney [Corporation must have two signatures] 2671/031858-0001 7630376.2 a09/14/20 -1 5- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD EXHIBIT A SCOPE OF SERVICES Services shall include professional design services(conceptual design)in the not to exceed amount of NINE THOUSAND DOLLARS AND ZERO CENTS ($9,000.00), as further detailed in the following pages. 2671/031858-0001 7630376.2 a00/00/00 EXHIBIT A DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD ■ Progressive Bike Ramps601 S. McKinley I Joplin, 64801 417.288.4466 3 www.progressivebikeramps.com Conceptual Design Services +reimbursable expenses Progressive Bike Ramps provides professional design services geared to create a completely custom bike recreation area design that is unique to your community.Our team of Bike Park Specialists and Visual Artists will work directly with you to assess opportunities and constraints of the future bike recreation site(s).We'll provide you high quality renderings of your design along with a breakdown listing of different features needed to build your park.Once completed,this Conceptual Design will provide you with an actionable plan to take your project from concept to reality. Our Design Services for your bike recreation area could include the following: (Final list of deliverables can be tailored to meet your specific needs) Site Review - Review the site(s)of the future bike recreation area to identify opportunities and constraints. Live Meetings - Live meeting with key stake holders and municipal staff. - Submit recommendations for site selection. - Community Engagement Session with kids, user groups and volunteer groups. Conceptual Design - Provide site specific Conceptual Design that details each proposed park amenity. Design Webinar Revision and Presentation - Work session with Parks and City staff to review initial conceptual design and general theme. - Provide revised conceptual design based on feedback from webinar. (1 Revision) - Verify the design is responsive to the site and budget. Cost Estimate - Provide detailed cost estimate outlining costs for each bike park element and construction. Deliverables - Large poster size prints of final design - 3D and 2D Designs - Digital design files for social media and fundraising - Detailed Cost Estimate Total Cost - The total cost for our interactive professional Conceptual Design Package=$7,500.00(100%due at time of signing) +Reimbursable Expenses(Not to exceed$1,500.00) 2671/031858-0001 7630376.2 a00/00/00 -2- DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD DATE(MM/DD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 09/28/2020 7 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: y Holcomb Tracy Holb Andrew Atsaves TEA PHONE FAX c/o Artex Risk Solutions, Inc. vc No EXt: (417)782-3909 ext.442 ,AX No EMAIL- 8840 E.Chaparral Rd.;Suite 275 ADDRESS: Scottsdale,AZ 85250 INSURERS AFFORDING COVERAGE NAIC# INSURER A: American Zurich Insurance Company 40142 INSURED INSURER B: The Employer Advantage LLC Alt.Emp:American Ramp Company 1027 S Main Street Ste 401 INSURER C: Joplin,MO 64801 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:20M0006870974 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR SD WVD POLICYNUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE To RETED CLAIMS-MADE OCCUR PREMISES(E.occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY F7 PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBEREXCLUDED? ❑ N/A WC 98-57-431-04 07/01/2020 07/01/2021 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Location Coverage Period: 07/01/2020 07/01/2021 Client# 010884-MO DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) s American Ramp Company Project:City of Menifee Pumptrack Design Services Coverage i provided for 601 McKinley only those co-employees of,but not subcontractors Joplin,MO 64801 to: CERTIFICATE HOLDER CANCELLATION City of Menifee SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 29844 Haun Road THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Menifee,CA 92586 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and Joao are reaistered marks of ACORD DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD AMERRAM-04 DONEY ,4coR0` CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 9/29/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Dawn Oney Thelnsurancenter PHONE FAX 2901 Arizona Ave (A/C,No,Ext): (417)623-7500 (A/C,No): Joplin,MO 64804 ADDRESS:doney@theinsurancenter.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Gemini Ins Company 10833 INSURED INSURER B:CINCINNATI INSURANCE COMPANY 10677 American Ramp Company INSURER C: 601 McKinley Ave INSURER D: Joplin,MO 64801 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD YYY MM DD YYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR VMGP003938 5/22/2020 5/22/2021 DAMAGE TO RENTED 100,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PECOT- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ 1,000,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO X EBA0578745 5/22/2020 5/22/2021 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED L $ NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Prof Liability VIPLO53206 1/14/2020 1/14/2021 Each Claim 1,000,000 A Prof Liability VIPLO53206 1/14/2020 1/14/2021 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Project described as"Pumptrack Design Services" CG2010(1219);CG2037(1219);VE0973(0420);AA288(0116); Professional Liability-Covered Professional Services:Design Services CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Menifee THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 29844 Haun Road Menifee,CA 92586 AUTTH/�O�RI�Z�E�D REPRESENTATIVE r""�"—r.., &tf ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD Policy Number: VMGP003938 CG 20 10 12 19 Insured Name: Schubemo Holdings, Inc Number: 56 Effective Date:05/22/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Schedule Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations 1.Any person or organization when you and such person or 1.All locations for which you and any person or organization organization have agreed in writing in a contract,prior to an occurrence have agreed in writing in a contract,prior to an occurrence that that causes"bodily injury","property damage"or"personal injury and causes"bodily injury","property damage"or"personal injury advertising injury",that such person or organization be added as an and advertising injury",that such person or organization be additional insured on your policy;and added as an additional insured on your policy;and 2.Any other person or organization you are required to add as an 2. All locations for which you and any other person or additional insured under the contract or agreement described in organization you are required to add as an additional insured Paragraph 1.Above. under the contract or agreement described in Paragraph 1. Above. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II —Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) additional insureds, the following additional or organization(s) shown in the Schedule, but exclusions apply: only with respect to liability for "bodily injury", "property damage"or"personal and advertising This insurance does not apply to "bodily injury" injury" caused, in whole or in part, by: or"property damage" occurring after: 1. Your acts or omissions; or 1. All work, including materials, parts or 2. The acts or omissions of those acting on equipment furnished in connection with suchwork, on the project (other than service, your behalf; maintenance or repairs) to be performed by in the performance of your ongoing operations or on behalf of the additional insured(s) at for the additional insured(s) at the location(s) the location of the covered operations has designated above. been completed; or However: 2. That portion of"your work" out of which the 1. The insurance afforded to such additional injury or damage arises has been put to its insured only applies to the extent permitted intended use by any person or organization by law; and other than another contractor or subcontractor engaged in performing 2. If coverage provided to the additional operations for a principal as a part of the insured is required by a contract or same project. agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. All other terms and conditions of this Policy remain unchanged. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 2 of 2 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD Policy Number: VMGP003938 CG 20 37 12 19 Insured Name: Schubemo Holdings, Inc Number: 35 Effective Date: 05/22/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Schedule Name Of Additional Insured Person(s) Location And Description Of Or Organization(s) Completed Operations 1. Any person or organization when you and such 1. All locations for which you and any person person or organization have agreed in writing in a or organization have agreed in writing in a contract prior to an occurrence that causes "bodily contract, prior to an occurrence that causes injury", "property damage" or"personal injury and "bodily injury", "property damage" or"personal advertising injury", that such person or organization injury and advertising injury", that such person be added as additional insured on your policy; and or organization be added as an additional insured on your policy; and 2. Any other person or organization you are required to add as an additional insured under the contract or 2. All locations for which you and any other agreement described in Paragraph 1. Above. person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. Above. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II —Who Is An Insured is amended to 2. If coverage provided to the additional include as an additional insured the person(s)or insured is required by a contract or organization(s) shown in the Schedule, but only agreement, the insurance afforded to such with respect to liability for "bodily injury" or additional insured will not be broader than property damage caused, in whole or in part, by "your work" at the location designated and that which you are required by the contract described in the Schedule of this endorsement or agreement to provide for such additional performed for that additional insured and insured. included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD B. With respect to the insurance afforded to these 1. Required by the contract or agreement; or additional insureds, the following is added to 2. Available under the applicable limits of Section III— Limits Of Insurance: insurance; If coverage provided to the additional insured is whichever is less. required by a contract or agreement, the most we will pay on behalf of the additional insured is This endorsement shall not increase the the amount of insurance: applicable limits of insurance. All other terms and conditions of this Policy remain unchanged. CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 2 of 2 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD Policy Number: VMGP003938 VE 09 73 04 20 Insured Name: Schubemo Holdings, Inc Number: 44 Effective Date: 05/22/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other Commercial General Liability insurance available to an additional insured under your policy, but only if: (1) The additional insured is a Named Insured under such other Commercial General Liability insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other Commercial General Liability insurance available to the additional insured. Coverage granted to an additional insured remains subject to all terms, conditions, limitations, and exclusions set forth in the endorsement form that conferred the additional insured status. In the event of conflict between this endorsement and an endorsement conferring additional insured status, then the endorsement conferring additional insured status shall govern the scope of coverage available to the additional insured. All other terms and conditions of this Policy remain unchanged. VE 09 73 04 20 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 1 with its permission DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CinciPlus° BUSINESS AUTO XC+® (EXPANDED COVERAGE PLUS) ENDORSEMENT This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. A. Blanket Waiver of Subrogation This provision does not apply unless the valid SECTION IV - BUSINESS AUTO CONDI- written contract has been: TIONS, A. Loss Conditions, 5. Transfer of 1. Executed prior to the accident causing Rights of Recovery Against Others to Us is "bodily injury'or"property damage'; and amended by the addition of the following: 2. Is still in force at the time of the "accident" We waive any right of recovery we may have causing "bodily injury" or "property dam- against any person or organization because of age". payments we make for "bodily injury" or "property damage" arising out of the operation D. Employee Hired Auto of a covered "auto" when you have assumed 1. Changes in Liability Coverage liability for such "bodily injury" or "property damage" under an "insured contract", provid- The following is added to the Section II - ed the "bodily injury" or"property damage"oc- Liability Coverage, A. Coverage, 1. curs subsequent to the execution or the "in- Who is an Insured: sured contract". An "employee" of yours is an "insured" B. Noncontributory Insurance while operating an "auto" hired or rented SECTION IV - BUSINESS AUTO CONDI- under a contract or agreement in that "employee's" name, with your permission, TIONS, B. General Conditions, 5. Other In- while performing duties related to the surance c. is replaced by the following: conduct of your business. c. Regardless of the provisions of Par- 2. Changes in General Conditions agraph a. above, this Coverage Form's Liability Coverage is primary SECTION IV - BUSINESS AUTO CON- and we will not seek contribution DITIONS, B. General Conditions, 5. from any other insurance for any lia- Other Insurance is amended by replac- bility assumed under an "insured ing Paragraph 5.b.with the following: contract" that requires liability to be assumed on a primary noncontributo- b. For Hired Auto Physical Damage ry basis. Coverage the following are deemed to be covered "autos"you own: C. Additional Insured by Contract (1) Any covered "auto" you lease, SECTION II - LIABILITY COVERAGE, A. hire, rent or borrow; and Coverage, I. Who is an Insured is amended to include as an insured any person or organi- (2) Any covered "auto" hired or zation with which you have agreed in a valid rented by your "employee" under written contract to provide insurance as is af- a contract in that individual "em- forded by this policy. ployee's" name, with your per- mission, while performing duties This provision is limited to the scope of the related to the conduct of your valid written contract. business. Includes copyrighted material of ISO AA 288 0116 Properties, Inc., with its permission. Page 1 of 4 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD However, any "auto" that is leased, a. Is effective on the date of acquisition hired, rented or borrowed with a driver or formation, and is afforded for 180 is not a covered "auto". days after such date; E. Audio, Visual and Data Electronic Equip- b. Does not apply to "bodily injury" or ment "property damage" resulting from an SECTION III - PHYSICAL DAMAGE COV- "accident" that occurred before you ERAGE, C. Limit of Insurance is amended acquired or formed the organization; by adding the following: c. Does not apply to any newly acquired 4. The most we will pay for all "loss" to au- or formed organization that is a joint venture or partnership; and dio, visual or data electronic equipment and any accessories used with this d. Does not apply to an insured under equipment as a result of any one "acci- any other automobile liability policy, dent"is the lesser of or would be an insured under such a policy but for the termination of such a. The actual cash value of the dam- policy or the exhaustion of such poli- aged or stolen property as of the time cy's limits of insurance. of the"accident'; 3. Any of your "employees" while using a b. The cost of repairing or replacing the covered "auto" in your business or your damaged or stolen property with oth- personal affairs, provided you do not own, er property of like kind and quality; or hire or borrow that"auto". c. $2,500. G. Liability Coverage Extensions - Supple- Provided the equipment, at the time of the mentary Payments -Higher Limits "loss" is: SECTION II - LIABILITY COVERAGE, A. a. Permanently installed in or upon the Coverage, 2. Coverage Extensions, a. Sup- covered "auto" in a housing, opening plementary Payments is amended by: or other location that is not normally 1. Replacing the $2,000 Limit of Insurance used by the "auto" manufacturer for for bail bonds with $4,000 in (2); and the installation of such equipment; 2. Replacing the $250 Limit of Insurance for b. Removable from a permanently in- reasonable expenses with $500 in (4). stalled housing unit as described in Paragraph 2.a.above; or H. Amended Fellow Employee Exclusion c. An integral part of such equipment. SECTION II -LIABILITY COVERAGE, B. Ex- clusions, 5. Fellow Employee is modified as F. Who is an Insured -Amended follows: SECTION II - LIABILITY COVERAGE, A. Exclusion 5. Fellow Employee is deleted. Coverage, 1. Who is an Insured is amended by adding the following: I. Hired Auto -Physical Damage The following are"insureds": If hired "autos" are covered "autos"for Liability Coverage, then Comprehensive and Collision 1. Any subsidiary which is a legally incorpo- Physical Damage Coverages as provided un- rated entity of which you own a financial der SECTION III - PHYSICAL DAMAGE interest of more than 50% of the voting COVERAGE of this Coverage Part are ex- stock on the effective date of this cover- tended to "autos" you hire, subject to the fol- age form. lowing: However, the insurance afforded by this 1. The most we will pay for "loss" to any provision does not apply to any subsidiary hired "auto" is $50,000 or the actual cash that is an "insured" under any other au- value or cost to repair or replace, which- tomobile liability policy, or would be an ever is the least, minus a deductible. "insured" under such policy but for termi- nation of such policy or the exhaustion of 2. The deductible will be equal to the largest such policy's limits of insurance. deductible applicable to any owned "auto" for that coverage, or$1,000,whichever is 2. Any organization that is newly acquired or less. formed by you and over which you main- tain majority ownership. The insurance 3. Hired Auto - Physical Damage coverage provided by this provision: is excess over any other collectible insur- ance. Includes copyrighted material of ISO AA 288 01 16 Properties, Inc., with its permission. Page 2 of 4 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 4. Subject to the above limit, deductible, and K. Transportation Expense-Higher Limits excess provisions we will provide cover- SECTION III - PHYSICAL DAMAGE COV- age equal the broadest coverage app - ERAGE, A. Coverage, 4. Coverage Exten- cable to any covered "auto" you own in- sured under this policy. sions is amended by replacing $20 per day with $50 per day, and $600 maximum with Coverage includes loss of use of that hired au- $1,500 maximum in Extension a. Transpor- to, provided it results from an "accident" for tation Expenses. which you are legally liable and as a result of which a monetary loss is sustained by the L. Airbag Coverage leasing or rental concern. The most we will SECTION III - PHYSICAL DAMAGE COV- pay for any one "accident"is$3,000. ERAGE, B. Exclusions, 3.a. is amended by If a limit for Hired Auto - Physical Damage is adding the following: shown in the Schedule, then that limit replac- However, the mechanical and electrical es, and is not added to, the $50,000 limit indi- breakdown portion of this exclusion does not cated above. apply to the accidental discharge of an airbag. J. Rental Reimbursement This coverage for airbags is excess over any other collectible insurance or warranty. SECTION III - PHYSICAL DAMAGE is amended by adding the following: M. Loan or Lease Gap Coverage 1. We will pay for rental reimbursement ex- 1. SECTION III - PHYSICAL DAMAGE penses incurred by you for the rental of COVERAGE, C. Limit of Insurance is an "auto" because of a "loss"to a covered deleted in its entirety and replaced by the "auto". Payment applies in addition to the following, but only for private passenger otherwise applicable amount of each cov- type "autos"with an original loan or lease, erage you have on a covered "auto". No and only in the event of a "total loss" to deductible applies to this coverage. such a private passenger type "auto": 2. We will pay only for those expenses in- a. The most we will pay for"loss" in any curred during the policy period beginning one"accident"is the greater of: 24 hours after the "loss" and ending, re- (1) The amount due under the terms gardless of the policy's expiration, with of the lease or loan to which the lesser of the following number of your covered private passenger days: type "auto"is subject, but will not a. The number of days reasonably re- include: quired to repair the covered "auto". If (a) Overdue lease or loan pay- "loss" is caused by theft, this number ments; of days is added to the number of days it takes to locate the covered (b) Financial penalties imposed "auto"and return it to you; or under the lease due to high b. 30 days. mileage, excessive use or abnormal wear and tear; 3. Our payment is limited to the lesser of the (c) Security deposits not re- following amounts: funded by the lessor; a. Necessary and actual expenses in- (d) Costs for extended warran- curred; or ties, Credit Life Insurance, b. $50 per day. Health, Accident or Disabil- ity Insurance purchased 4. This coverage does not apply while there with the loan or lease; and are spare or reserve "autos" available to you for your operations. (e) Carryover balances from previous loans or leases, or 5. We will pay under this coverage only that amount of your rental reimbursement ex- (2) Actual cash value of the stolen penses which is not already provided for or damaged property. under SECTION III - PHYSICAL DAM- b. An adjustment for depreciation and AGE COVERAGE, A. Coverage, 4. physical condition will be made in de- Coverage Extensions. termining actual cash value at the time of"loss". Includes copyrighted material of ISO AA 288 01 16 Properties, Inc., with its permission. Page 3 of 4 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD 2. SECTION V - DEFINITIONS is amended P. Unintentional Failure to Disclose Hazards by adding the following, but only for the purposes of this Loan or Lease Gap SECTION IV - BUSINESS AUTO CONDI- Coverage: TIONS, B. General Conditions, 2. Conceal- ment, Misrepresentation or Fraud is "Total loss" means a "loss" in which the amended by adding the following: cost of repairs plus the salvage value ex- ceeds the actual cash value. However, if you unintentionally fail to disclose any hazards existing on the effective date of N. Glass Repair-Waiver of Deductible this Coverage Form, we will not deny cover- SECTION III - PHYSICAL DAMAGE COV- age under this Coverage Form because of such failure. ERAGE, D. Deductible is amended by adding the following: Q. Mental Anguish Resulting from Bodily Inju- No deductible applies to glass damage if the ry glass is repaired in a manner acceptable to us SECTION V -DEFINITIONS, C. "Bodily inju- rather than replaced. ry" is deleted in its entirety and replaced by O. Duties in the Event of an Accident, Claim, the following: Suit or Loss-Amended "Bodily injury" means bodily injury,sickness or SECTION IV - BUSINESS AUTO CONDI- disease sustained by a person, including men- tal anguish and death sustained by the same TIONS, A. Loss Conditions, 2. Duties in the person that results from such bodily injury, Event of Accident, Claim, Suit or Loss, a. is sickness or disease. "Bodily injury' does not amended by adding the following: include mental anguish or death that does not This condition applies only when the "acci- result from bodily injury, sickness or disease. dent"or"loss"is known to: R. Coverage for Certain Operations in Con- t. You, if you are an individual; nection with Railroads 2. A partner, if you are a partnership; With respect to the use of a covered "auto" in operations for or affecting a railroad: 3. An executive officer or insurance manag- er, if you are a corporation; or 1. Section V - Definitions, H. "Insured con- tract", 1.c. is amended to read: 4. A member or manager, if you are a lim- ited liability company. c. An easement or license agreement; 2. Section V - Definitions, H. "Insured con- tract", 2.a. is deleted. Includes copyrighted material of ISO AA 288 01 16 Properties, Inc., with its permission. Page 4 of 4 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD Maritsa Ramirez From: Margarita Cornejo Sent: Monday, November 9, 2020 10:38 AM To: Maritsa Ramirez Subject: FW:Agreement Review Request: Professional Services Agreement: American Ramp Company (Bike Recreation Area Conceptual Design Services) Attachments: 2021 CS- PROFESSIONAL SERVICES AGREEMENT (AMERICAN RAMP COMPANY) (CONCEPTUAL DESIGN SERVICES) (BIKE RECREATION AREA).docx From: Margarita Cornejo Sent: Monday, November 9, 2020 10:37 AM To:Jeffery T. Melching<jmelching@rutan.com> Subject:Agreement Review Request: Professional Services Agreement: American Ramp Company(Bike Recreation Area Conceptual Design Services) Good Morning Jeff, Attached for your review is the proposed Professional Services Agreement with American Ramp Company for Bike Recreation Area Conceptual Design Services. This agreement request is from the City's Community Services Department. Can you please review and advise if this is ok to start routing for signatures or will require any changes? Thank you again! Margarita Cornejo Financial Services Manager Finance Department City of Menifee 29844 Haun Road Menifee, CA 92586 *Please note our new location!) Direct: (951) 723-3716 City Hall: (951) 672-6777 Fax: (951) 679-2568 mcorneio@cityofinenifee.us MENIFEE New. Better; Best. Connect with us on social media: f in 1 DocuSign Envelope ID:7F373CO2-4C39-4FEA-87C9-AFD7E91AD6CD expstat.rpt Expenditure Status Report Page: 1 11/10/2020 9:07AM Periods: 0 through 14 City of Menifee 7/1/2020 through 6/30/2021 522 DIF Citywide - Park Improvements Adjusted Year-to-date Year-to-date Prci Account Number Appropriation Expenditures Expenditures Encumbrances Balance Used 522-4555 Capital Projects 522-4555-58052 Evans Park Acquisition, Design&Constru 100,000.00 0.00 0.00 9,000.00 91,000.00 9.00 522-4555-58092 CS015 Sports Field Lighting 250,000.00 0.00 0.00 5,900.00 244,100.00 2.36 Total DIF Citvwide-Park Improvements 350,000.00 0.00 0.00 14,900.00 335,100.00 4.26 Grand Total 350,000.00 0.00 0.00 14,900.00 335,100.00 4.26 Page: 1