2017/07/21 Riverside, County FY17/18 Transportation & Land Management Agency AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE COUNTY OF RIVERSIDE
AND THE CITY OF MENIFEE
The County of Riverside, California (hereinafter "COUNTY"), and the City of Menifee,
California (hereinafter "CITY"), hereby agree as follows:
RECITALS
A. CITY desires that the Transportation & Land Management Agency (hereinafter
"TLMA") provide certain professional services for CITY.
B. COUNTY and CITY desire to define the scope of the professional services to be
provided and the terms and conditions pursuant to which COUNTY will provide the
professional services.
NOW THEREFORE, the parties hereto mutually agree as follows:
SECTION 1 - RECITALS INCORPORATED
The foregoing recitals are incorporated herein and made a part of this Agreement by
this reference.
SECTION 2 -ADMINISTRATION
The TLMA Director, or his designee, shall administer this Agreement on behalf of
COUNTY (hereinafter "COUNTY'S contract administrator"). The CITY manager, or his
designee, shall administer this Agreement on behalf of CITY (hereinafter "CITY'S
contract administrator").
SECTION 3 - SCOPE OF SERVICES
Upon CITY'S request and COUNTY'S acceptance as set forth herein, COUNTY shall
AUG 2 9 2017 9.1 It
provide the professional services described in Attachment A to this Agreement,
consisting of four (4) pages and incorporated herein (hereinafter "professional
services"). COUNTY, or consultants under contract to COUNTY, if any, shall comply
with CITY codes and applicable state statutes in providing the professional services.
COUNTY shall work directly with CITY and its staff in providing the professional
services and shall consult with CITY staff as necessary. COUNTY shall not be required
to, and shall not, respond to any person or entity other than CITY concerning the
professional services it provides. CITY shall be responsible for responding to all such
persons or entities as set forth herein.
SECTION 4 - REQUESTS FOR SERVICES
CITY may request professional services for a single project or a group or class of
projects. CITY shall make all requests for professional services in writing and CITY'S
contract administrator shall send such requests to COUNTY'S contract administrator.
Before requesting professional services, CITY'S contract administrator may ask
COUNTY'S contract administrator for a written estimate of the cost of the services.
SECTION 5 -APPROVAL OF REQUESTS
Upon receipt of CITY's written request for services, COUNTY'S contract administrator
shall notify CITY'S contract administrator and the appropriate TLMA department in
writing that the request has been received. If COUNTY agrees to provide the
professional services requested, COUNTY'S Contract Administrator shall notify CITY'S
Contract Administrator in writing. If the TLMA department has an established procedure
for providing the professional services requested (hereinafter "service delivery
procedure"), the aforementioned written notification to CITY shall include a copy of the
service delivery procedure. Services shall be provided in accordance with the service
delivery procedure provided unless the parties mutually agree to a different procedure.
COUNTY shall not provide professional services if the request for such services is not
made and approved in the manner described above.
SECTION 6 - DANGEROUS CONDITION EXCEPTION
Notwithstanding the provisions of Sections 4. and 5. of this Agreement, COUNTY is
hereby authorized to immediately remedy any dangerous condition it encounters in the
course of providing professional services, and CITY hereby agrees to pay the reasonable
costs incurred by COUNTY for such remediation. For purposes of this Agreement, a
dangerous condition shall be any condition that may result in imminent personal injury or
property damage. If COUNTY encounters a dangerous condition, COUNTY shall notify
CITY'S Contract Administrator as soon as practical.
SECTION 7 - PERTINENT INFORMATION
Once a request for professional services has been made and accepted in the manner
described above, CITY'S contract administrator shall promptly transmit to COUNTY'S
contract administrator all pertinent information concerning the project or group or class
of projects. Such information shall include, but not be limited to, CITY'S case file(s)
including any applicable development application and applicant submitted documents
related to the development application; CITY'S approvals; CITY'S applicable codes;
CITY'S General Plan; any applicable specific plans or any other land use approvals;
and any reports including but not limited to those reports relating to cultural resources,
paleontology or geology.
SECTION 8 — INSPECTION, REJECTION AND ACCEPTANCE OF SERVICES
CITY may inspect COUNTY'S work performed pursuant to this Agreement while the work
is being performed or after it has been completed. CITY may reject COUNTY'S work no
later than thirty (30) days after the work has been completed by submitting to COUNTY'S
Contract Administrator a written explanation of the reasons for the rejection. If CITY does
not reject COUNTY'S work as provided above, CITY shall be deemed to have accepted
COUNTY'S work. 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. CITY'S
acceptance shall not constitute a waiver of any of the provisions of this Agreement
including, but not limited to, the sections pertaining to indemnification and insurance.
SECTION 9 - PERSONNEL
In providing the professional services described in this Agreement, COUNTY and its
staff shall be considered independent contractors and shall not be considered CITY
employees for any purpose. COUNTY staff shall at all times be under COUNTY's
exclusive direction and control and shall be located at County facilities. Neither CITY,
its officials, officers, employees or agents, shall have control over the conduct of
COUNTY or any of COUNTY'S officials, officers, employees, or agents except as set
forth in this Agreement. COUNTY shall pay all wages, salaries and other amounts due
such personnel in connection with their provision of the professional services and as
required by law.
SECTION 10 - VEHICLES
If CITY chooses to provide vehicles for COUNTY'S use in providing professional
services, the vehicles shall meet COUNTY'S specifications, shall be adequately
equipped and ready for service and shall be registered in the name of CITY. CITY-
owned vehicles shall only be used for CITY-approved functions. If CITY chooses to
provide vehicles for COUNTY'S use, CITY shall be responsible for the full cost of
operating such vehicles, including, but not limited to, insurance, fuel, maintenance, and
licensing costs.
SECTION 11 - COST OF SERVICES
Unless the parties have mutually agreed to a set fee for professional services, CITY
shall pay COUNTY for all such services, including staff-to-staff consultations, at the
hourly rates set forth in Attachment B to this Agreement. CITY shall pay COUNTY for
each hour of service it provides, or each fraction of an hour billed at 1/loth increments,
including any required travel time. Work done by the COUNTY after regular working
hours, such as responding to emergency calls, shall be paid at 1.5 times the hourly
labor rate component as shown in Attachment B. The cost for fuel, maintenance, and
licensing of CITY vehicles pursuant to Section 10 of this Agreement shall be in addition
to the professional service fees. Notwithstanding the above, CITY shall pay COUNTY
the full costs of producing any aerial photographs, aerial maps or satellite images for
CITY. The COUNTY shall notify CITY of any Board approved hourly rate changes within
sixty (60) days from the approval date.
SECTION 12 - RECORDS and BILLING
COUNTY'S contract administrator shall submit to CITY'S contract administrator a
monthly invoice which shall include an itemized accounting of all services performed
and the cost thereof.
SECTION 13 - PAYMENTS
CITY shall pay each monthly invoice within thirty (30) days of the date CITY'S contract
administrator receives the invoice from COUNTY'S contract administrator. CITY may
dispute any monthly invoice by submitting a written description of the dispute to
COUNTY'S contract administrator within ten (10) days of the date CITY'S contract
administrator receives the invoice from COUNTY'S contract administrator. CITY may
defer the payment of any portion of the invoice in dispute until such time as the dispute
is resolved; however, all portions of the invoice not in dispute must be paid within the
thirty (30)-day period set forth herein.
SECTION 14 — RECORD MAINTENANCE
COUNTY shall maintain all documents and records relating to the professional services
provided pursuant to this Agreement, including, but not limited to, any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other expenditure or
disbursement documents. Such documents and records shall be maintained in
accordance with generally accepted accounting principles and shall be sufficiently
complete and detailed so as to permit an accurate evaluation of the professional services
provided by COUNTY pursuant to this Agreement. Such documents and records shall be
maintained for three years from the date of execution of this Agreement and to the extent
required by laws relating to public agency audits and expenditures.
SECTION 15 — RECORD INSPECTION
All documents and records required to be maintained pursuant to Section 14. of this
Agreement shall be made available for inspection, audit and copying, at any time during
regular business hours, upon the request of CITY'S Contract Administrator. Copies of
such documents or records shall be provided directly to CITY'S Contract Administrator
for inspection, audit and copying when it is practical to do so; otherwise, such documents
and records shall be made available at COUNTY'S address specified in Section 19. of
this Agreement.
SECTION 16 - DUTY TO INFORM AND RESPOND
CITY'S contract administrator shall promptly transmit to COUNTY'S contract
administrator all inquiries, complaints, and correspondence that CITY receives
concerning professional services provided by COUNTY. CITY'S Contract Administrator
shall also provide all information concerning dangerous conditions that CITY'S Contract
Administrator either knows or should know exist. COUNTY'S contract administrator
shall promptly transmit to CITY'S contract administrator all inquiries, complaints, and
correspondence that COUNTY receives in the course of providing professional services.
CITY shall be responsible for responding to all such inquiries, complaints and
correspondence.
SECTION 17 — STANDARD OF PERFORMANCE
COUNTY represents and warrants that it has the qualifications, experience and facilities
necessary to properly perform the professional services described in this Agreement and
that it will perform such services competently. In meeting its obligations under this
Agreement, COUNTY shall employ, at a minimum, generally accepted standards and
practices utilized by persons engaged in providing the same services to those required of
COUNTY under this Agreement.
SECTION 18 — PERMITS AND LICENSES
COUNTY shall obtain any and all permits, licenses and authorizations necessary to
perform the professional services described in this Agreement. Neither CITY, nor its
officials, officers, employees or agents shall be liable, at law or in equity, as a result of
COUNTY'S failure to comply with this section.
SECTION 19 - NOTICES
Any notices required or permitted to be sent to either party shall be deemed given when
personally delivered to the individuals identified below or when addressed as follows
and deposited in the U.S. Mail, postage prepaid:
County of Riverside City of Menifee
Transportation & Land Management Agency 29714 Haun Rd.
P.O. Box 1605 Menifee, CA 92586
Riverside, CA 92502-1409 Attention: Cheryl Kitzerow
Attention: Charissa Leach Community Development Director
Assistant TLMA Director: Charissa Leach
SECTION 20 - OWNERSHIP OF DATA
Ownership and title to all reports, documents, plans, specifications, and estimates
produced or compiled pursuant to this Agreement shall automatically be vested in CITY
and become the property of CITY. CITY reserves the right to authorize others to use or
reproduce such materials and COUNTY shall not circulate such materials, in whole or in
part, or release such materials to any person or entity other than CITY without the
authorization of CITY'S contract administrator unless otherwise mandated by State
regulations.
SECTION 21 - CONFIDENTIALITY
COUNTY shall observe all Federal and State regulations concerning the confidentiality
of records.
SECTION 22 - INDEMNIFICATION
Indemnification by COUNTY. Excepted as provided below in the paragraph entitled
"Special Circumstances", COUNTY shall indemnify, defend and hold harmless CITY, its
officials, officers, employees and agents from all claims and liability for loss, damage, or
injury to property or persons, including wrongful death, based on COUNTY'S negligent
acts, omissions or willful misconduct arising out of or in connection with the
performance of professional services under this Agreement including, without limitation,
the payment of attorney's fees.
Indemnification by CITY. CITY shall indemnify, defend and hold harmless COUNTY,
its officials, officers, employees and agents from all claims and liability for loss, damage,
or injury to property or persons, including wrongful death, based on CITY'S negligent
acts, omissions or willful misconduct arising out of or in connection with the
performance of professional services under this Agreement including, without limitation,
the payment of attorney's fees.
Special Circumstances. CITY shall indemnify, defend, and hold harmless COUNTY, its
officials, officers, employees and agents, from all claims and liability resulting from any
of the following:
• The invalidity of CITY'S codes;
• California Environmental Quality Act, Brown Act or any other statutory violation; and
the design of City facilities, including, but not limited to, streets and sidewalks.
• How CITY decides to address, or prioritize actions addressing, alleged violations of
CITY'S codes.
How CITY decides to maintain, or prioritize the maintenance of, CITY facilities,
including, but not limited to, streets and sidewalks.
• The design of CITY facilities, including, but not limited to, streets and sidewalks
constructed after July 1, 2009.
• CITY'S failure to provide pertinent information and inform as provided in Sections 6
and 12 of this Agreement.
Notification and Cooperation. The parties mutually agree to notify each other through
their respective contract administrators if they are served with any claims, summons,
complaint, discovery request or court order (hereinafter "litigation documents")
concerning this Agreement and the professional services provided hereunder. The
parties also mutually agree to cooperate with each other in any third party legal action
concerning this Agreement and the professional services provided hereunder. Such
cooperation shall include each party giving the other an opportunity to review any
proposed responses to litigation documents. This right of review does not, however,
give either party the right to control, direct or rewrite the proposed responses of the
other party.
SECTION 23 - INSURANCE
The parties agree to maintain the types of insurance and liability limits that are expected
for entities of their size and diversity. The types of insurance maintained and the limits
of liability for each insurance type shall not limit the indemnification provided by each
party to the other. If CITY chooses to provide vehicles for COUNTY'S use, CITY shall
maintain liability insurance for the CITY-owned vehicles and insurance for any physical
damage to the CITY-owned vehicles in an amount equal to the replacement value of all
vehicles provided. The vehicle policies shall, by endorsement, name COUNTY, its
agencies and departments and their respective officials, officers, employees and agents
as additional insureds.
SECTION 24 —ASSIGNMENT
The expertise and experience of COUNTY are material considerations for this
Agreement. CITY has an interest in the qualifications and capabilities of the persons and
entities that COUNTY will use to fulfill its obligations under this Agreement. In recognition
of that interest, COUNTY shall not assign or transfer this Agreement, in whole or in part,
or the performance of any of COUNTY'S obligations under this Agreement without prior
written consent of the CITY'S Contract Administrator. Any attempted assignment shall be
ineffective, null and void, and shall constitute a material breach of this Agreement entitling
CITY to any and all remedies at law or in equity, including summary termination of this
Agreement. CITY acknowledges, however, that COUNTY, in the performance of its duties
under this Agreement, may utilize subcontractors, and such use shall not be considered
a violation of this provision.
SECTION 25 - IMMUNITIES
Nothing in this Agreement is intended to nor shall it impair the statutory limitations
and/or immunities applicable or available to the parties under State laws and
regulations.
SECTION 26 - MODIFICATIONS
This Agreement may be amended or modified only by mutual agreement of the parties.
No alteration or variation of the terms of this Agreement shall be valid unless made in
writing and signed by the parties hereto, and no oral understanding or agreement not
incorporated herein shall be binding on any of the parties hereto.
SECTION 27 - WAIVER
Any waiver by a party of any breach of one or more of the terms of this Agreement shall
not be construed to be a waiver of any subsequent or other breach of the same or of
any other term hereof. Failure on the part of either party to require exact, full and
complete compliance with any terms of this Agreement shall not be construed as
changing in any manner the terms hereof, or estopping that party from enforcing the
terms hereof.
SECTION 28 - DELEGATION OR ASSIGNMENT
This Agreement may not be delegated or assigned, either in whole or in part.
SECTION 29 - SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions will nevertheless continue in full
force without being impaired or invalidated in any way.
SECTION 30 - TERM
Upon approval by the Riverside County Board of Supervisors, this Agreement shall be
effective as of July 1, 2017 and shall remain in effect until June 30, 2018, unless
terminated earlier. Any request to extend this Agreement shall be submitted in writing
by CITY to COUNTY. This Agreement may be terminated by either party upon thirty
(30) days written notice to the other party.
SECTION 31 —ATTORNEYS' FEES
Should either party institute any arbitration, action, proceeding, suite or similar proceeding
to enforce or interpret this Agreement or any provision hereof, for damages by reason of
any alleged breach of this Agreement or any provision hereof, or for a declaration of rights
hereunder, the prevailing party in any such action or proceeding shall be entitled to
receive from the other party all costs and reasonable attorneys' fees incurred by the
prevailing party in connection with such action or proceeding.
SECTION 32 - ENTIRE AGREEMENT
This Agreement is intended by the parties as a final expression of their understanding
with respect to the subject matter hereof and supersedes any and all prior and
contemporaneous agreements and understandings, written or oral.
APPROVALS
COUNTY Approvals CITY Approvals
APPROVED AS TO FORM: APPROVED AS TO FORM:
Dated: -71 le(! Dated:
Lsha L. Victor Jeff Melching, Ci Attorney
chA_k
Pfhc#&t Deputy County Counsel City of Menifee
APPROVE OARD OF SUPERVISORS: APPROVED BY CITY COUNCIL:
D-ed: AUG 2 9 2017 C
Dated: b �
ohn Ta aglio e
Chairman, Riverside County Board Neil R. Winter, Mayor
of Supervisors City of Menifee
ATTEST: ATTEST:
CLERK OF THE BOARD: CITY CLERK:
Kecia Harper-[hem Sarah Manwaring, City Clerk
Clerk of the Board City of Menifee
ATTACHMENT A
Scope of Services
Planning and Environmental Services
1. Upon request and acceptance as set forth in this Agreement, the Transportation
& Land Management Agency's Planning Department shall provide the following
services:
Review public and private development projects to ensure that such projects are
consistent with the requirements of State statutes/regulations and County
General Plan policies;
Review public and private development projects to determine the level of
analysis needed for cultural resources, paleontological and biological resources,
and geologic hazards;
Review reports related to these resources;
Review public and private development projects to ensure that such projects are
consistent with Western Riverside County Multiple Species Habitat Conservation
Plan (MSHCP);
Process Habitat Acquisition and Negotiation Strategy (HANS) applications and
conduct Single-Family Expedited Review Processes as required by the MSHCP;
Review biological reports and MSHCP consistency analyses;
Perform habitat assessments and biological surveys;
Review and provide the City written comment on site-specific geologic reports
prepared and submitted pursuant to the Alquist-Priolo Earthquake Fault Zoning Act,
site-specific geologic reports assessing rockfall hazard, and other site-specific
geologic hazards reports.
Attachment B
Rates for Professional Services
Planning Department Hourly Rates for Professional Services
DEPARTMENT POSITION REGULAR
HOURS
Planning/Environmental Management/Supervisory (incl. Principal Planner, $182
Department Archeologist, Chief Geologist, Geologist, & Manager)
Planning/Environmental Professional Services (incl. Urban Regional Planner) $174
Department
Planning/Environmental Specialists (incl. Ecological Resource Specialist & $116
Department Biologist)
Planning/Environmental Clerical $55
Department