2020/02/19 STC Traffic, Inc. CIP 19-03 Antelope Road Raised Safety Medians Engineering Design ServicesCITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
CIP I9.OJ ANTELOPE ROAD RAISED SAFETY MEDIANS ENGINEERING
Df,SIGN SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
this [( day of ft b..2Ol,0 ("Effective Date") by and between the CITY OF MENIFEE. a
California municipal corporation. (-City") and STC Traffic. Inc., a California S-Corporation
("Consultant"). City and Consultant may sometimes herein be referred to individually as a "Party"
and collectivelv as the "Pamies."
SECTION 1. SERVICES.
l.l Term ofServices. The term of this Agreement shall begin on February 19,2020
and shall end on December 31,2020 unless the term of this Agreement is otherwise terminated
or extended as provided fbr in Section 8. The time provided to Consultant to complete the
Services required by this Agreemerrt shall not affect City's right to terminate this Agreement, as
provided for in Section 8.
l -2 Standard of Perfbrmance. Consultant re presents and warrants that Consultant is a
provider offirst 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 Assisnment 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 ofany such persons, Consultant
shall, immediately upon receiving notice from City ofsuch desire of City. reassign such person or
persons.
1.4 l!gg. Consultant shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonabll' necessary to satisfy Consultant's obligations
hereunder.
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Subject to the terms and conditions set forth in this Agreement. Consultant shall provide to
City the services describcd in the Scope ofServices, 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 ofa conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed SIXTY NINE THOUSAND
THREE HUNDRED TWENTY FOUR DOLLARS AND SIXTY CENTS (S69J24.60) not
withstanding any contrary indications that may be contained in Consultant's proposal. fbr the
Services to be performed and reimbursable costs incurred under this Agreement. In the event ofa
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 fiorr 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.
invoice, etc.;
Serial identitlcations olprogress bills; i.e.. Progress Bill No. I fbr the first
b. The beginning and ending dates ofthe 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 Cit)'s option, for each item in each task. a copy olthe 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 expenset
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;
Rcceipts ior expenses to be reimbursed;
The Consultant Representative's signature.
lnvoiccs shall bc subrritted kr
City of Menifee
Attn: Accounts Payable
f.
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1.5 Authorization to Perform Services. Consultant is not authorized to perflorm any of
the Services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
29844 Haun Road
Menifee, CA 925 86
2.2 Monthly Payment. Ci ty 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 ofan invoice that complies with all ofthe requirements
above to pay Consultant.
2.3 Final Paymenl City shall pay the last ten percent (10%) ofthe total amount due
pursuant to this Agreement within sixty (60) days after completion ofthe Services and submittal
to City ofa final invoice, ifall ofthe Services required have been satisfactorily performed.
2.4 Total Pavment. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreetnent. City
shall make no payment flor any extra. t'urther, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess ofthe
maximum amount of compensation provided above either ior a task or fbr the entirety of the
Services performed pursuant to this Agreement. unless this Agreement is modified in writing prior
lo the submission oI such an invoice.
2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Exhibit A
2.6 Reimbu rsable Exoenses. Reimbursable ex penses are included within the maxlmum
amount of this Agreement.
2.7 Pavment ofTaxes. Consuhant is solel y responsible for the payment ofemployment
taxes incurred under this Agreement and any federal or state taxes.
2.8 Pavment upon Te nnination . In the event that City or Consultant tenninates this
Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and fbr reimbursable
expenses as ofthe date of written notice oftermination. 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 pertbrm 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 fumishing those facilities shall be in the sole discretion of City. In no event shall City be
required to fumish 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.
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SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreemenl, Consultant, at its own cost and expense,
shall procure the types and amounts of insurance checked below and provide Certificates of
lnsurance, 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 thereofto City. Verification ofthe required insurance shall be submitted and made part
of this Agreernent 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 Insuratrce for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions ofthe Calilbrnia
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 DOI-LARS ($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 ifthe program ofself-insurance complies
fully with the provisions ofthe California Labor Code. Determination ofwhethera self-insurance
program meets the standards ofthe California Labor Code shall be solely in the discretion ofthe
Contract Administrator. The insurer. il insurance is provided, or Consultant, ifa program ofself-
insurance is provided. shall waive all rights of subrogation against City and its officers, offlcials,
employees, and authorized volunteers for loss arising from the Services performed under this
Agreement.
4.2 Commercial General and Au tomohile Liabilitv lnsurance.
a General requiremc0ls. Consultant. at its own cost and ex pense. 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 occurence, combined
single limit coverage. for risks associated with the Services contemplated by this Agreement. TWO
MILLION DOLLARS (52.000,000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General
Liability lnsurance 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 Ihe Services contemplated under this Agreement, including the
use of hired. owned, and non-or.l'ned automobiles.
b. Mininrum sco ofcove rt!: c . Commercial general coverage shall be at least
as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.
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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 followin g 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 af'fect coverage provided to City and its officers. employees. agents,
and volunteers.
4-1 Prolessional Liabilitvlnsurance.
a. General requirements. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance fbr 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 limitat ions. The followin g provisions shall apply il'the
prof'essional 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 ofthe 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.
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c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy lorm with a retroactive date that precedes the Eflective
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 ofthe Services. Such continuation coverage may be provided by
one ofthe following: (l) renewal ofthe existing policy; (2) an extended repo(ing
period endorsementi or (3) replacement insurance with a retroactive date no later
than the commencement ofthe Services under this Agreement. City shallhave the
right to exercise, at Consultant's sole cost and expense, any extended reporting
provisions ofthe 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.
a.Acceptability ol insurers. All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:Vll and admitted in Califomia-
b. Veriflcation ol covera-qe. Prior to be ginning the Services under this
Agreement. Consultant shall fumish City with Certificates of Insurance. additional insured
endorsement or policy language granting additional insured status complete certified copies ofall
policies, including complete certified copies of all endorsements. All copies of policies and
certified endorsements shall sho* the signature ofa person authorized by that insurer to bind
coverage on its behalf'. The Certit'icate of Insurance must include the following ref-erence: CIP
19.03 ANTELOPE ROAD RAISED SAFETY MEDIANS ENGINEERING DESIGN
SER!'ICES. The name and address lbr Additional Insured endorsements. Certificates of
Insurance and Notice ofCancellation is: City of Menifee,29844 Haun Road. Menifee, CA 92586.
City must be endorsed as an additional insr.rred for liability arising out ofongoing and completcd
operations by or on behalf ol Consultant.
Notice of Red uction in or Cancellation of Coverage. Consultant shallc.
provide written notice to City within ten (10) working days if: (l) any ofthe required insurance
policies is terminated; (2) the limits ofany ol'the required polices are reduced; or (3) the deductible
or self-insured retention is increased.
nal insured fl insurance. Ci ty 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 ofprotection 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 (l ) year afterthe expiration ortermination ofthis Agreement or completion ofthe Services.
A cenified endorsement must be aftached 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 Deduct ibles and Self-insured Retentions. Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any ofthe
Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or selt'-
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
d. Ad
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4.4 All Policies Requirements.
retention levels with a requirement that Consultant procure a bond guaranteeing payment oflosses
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 ofthe 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 fonrs ofsuch insurance are either not commercially available. or that
City's interests are otherrvise fully protected.
4.5 Remedies. ln addition to an y 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. Chy may, at its sole option, exercise any ofl 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
fbr 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. untilConsultant demonstrates compliance with the requirements hereot and/or
Terminate this Agreementc
SECTION 5. INDEMNIFICATION.
5.1 Indemnification fbr Profession al Liabilitv. 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, def-end (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 iees and
expenses of investigation, costs ofwhatever 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 rvhole or in pan 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 thereoll in the performance of prot'essional
services under this Agreement.
5.2 Indemniflcation tor Other th an Profbssional l.iabilitv. Other than in the
performance of professional services and to the full extent permitted by law, Consultant shall
indemnify, protect, defcnd (with counsel selected by City), and hold harmless City, and any and
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all of its officers, employees, officials. volunteers, and agents from and against any and all Claims,
vl'here the same arise out of. are a consequence of. or are in any w'ay attributable to. in whole or in
part, Ihe performance of this Agreement by Consultant or by any individual or entity for which
Consultant is legally Iiable, including but not limited to officers, agents. employees or
subcontractors o f Consultant.
5.3 Limitation of lndemnification for Design Prot-essionals.Notwithstanding any
provision of this Section 5 to the contrary, design professionals are required to defend and
indemnify City only to the extenl 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 prof'essional engineers, professional land surveyors, and the business entities
that offer such services in accordance with the applicable provisions oi the California Business
and Professions Code.
5.4 [,imitation of Indcmn ification.The provisions of this Section 5 do not apply to
claims occurring as a result olCity's sole or active negligence. The provisions of this Section 5
shall not release City from liability arising lrom gross negligence or willful acts or omissions of
City or any and all of its otficers. ofllcials, employees. and agents acting in an ofticial capacity.
SECTION 6. STATUS OF CONSTILTANT,
6.1 lndependcnt Contractor. At all times durin g the terrn of th is Agreement. Consultant
shall be an independent contractor and shall not be an employee of City. City shall have the right
to control Consultant only insotar as the results of the Services rendered pursuant to this
Agreement and assignment ofpersonnel pursuant to Subparagraph 1.3; however, otherwise Cily
shall not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to this Agreenrent. The personnel performing the Services under this
Agreement on behalfof Consultant shall at all times be under Consultant's exclusive direction and
control. Consultant shall not at an) lime or in any manner represent that it or any of its ofticers,
employees, or agents is in any manner officers. officials, employees, or agents ofCity. 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, u,ages. or olher compensation to Consultant for performing the Services
hereunder forCity. 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 Califomia Public Employees
Retirement System C'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. LECAL REQUIREMENTS,
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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 shallcomply
with all applicable local, state. and federal laws and regulations applicable to the performance of
lhe 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 determ ined by the Director of Industrial Relations ofthe State
of California. will be the minimum paid to all laborers, including Consultant's emplovee and
subcontractors. It is understood that it is the responsibility ofConsultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the Califomia Department of
Industrial Relations ("DIR") pursuant to Calitbmia 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 indemnily. defend, and hold City and its elected and appointed
boards, members, officials, ollicers. agents, representatives, employees, and volunleers harmless
from and against any liability. loss. damage. cost or expenses (including but not lirnited to
reasonable attorneys' t'ees. expert uitness t'ees. 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 ofany applicable local, state, and/or federal lau including. without
limitation, any applicable lederal and/or state labor laws (including, without limitation. the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation ofSection
I 78 | of the Labor Code. as the same rnay be amended from time to time. or any other sim ilar 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. !t is agreed by the Parties that, in connection with
perlormance ofthe Services. including. without limitation. any and all public works (as defined
by applicable law). Consultant shall bear all risks ofpayment or non-payment ofprevailing wages
under Califomia 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 ofall subcontractors.
7.3 Licenses and Permits. Consultant represents and warrants Io 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 warranls 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. Ci ty may cancel this Agreement at any time and without cause upon
written notification to Consu ltant.
8.2 Termination b Consultant may cancel this Agreement upon 30 days'
written notice to City.
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Con sultant.
-9-
8.1 Consequences of Termination. ln the event of termination, Consultant shall bc
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 l.l. 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 Consulmnt 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
all the Parties
Amendments. The Partie's ma y amend this Agreernent only by a writing signed by
8.6 Assisnment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal pertbnnance by Consultant and is based upon a dctermination
of Consultant's unique personal conrpetence, experience, and specialized personal knou'ledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the
professional reputation and competence ofConsultant. Consultant may not assign this Agreement
orany interest therein withoutthe prior written approval of the Contract Administrator. Consultant
shall not subcontract any portion of the performance contemplated and provided for hcrein, other
than to the subcontractors noted in Consultant's proposal. without prior wriften approval of the
Contract Administrator. ln 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 ODtions uDon Breach by Consuhant. IfConsultant materiall y 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-
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SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance- All re ports. 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 ofCity. Consultant hereby agrees to deliver those documents to City upon the expiration
or termination of this Agreernent. lt 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 ofsuch documents for olher projecls 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 vl ill not be released to third parties without prior written consent
ofboth Parties unless required by law.
9.2 Licensins of lntellectual Pro rt . This Agreement creates a non-exclusive andnL'
perpetual license forCity to copy. use. rnodi[. reuse, or sublicense any and all copyrights. designs.
rights of reproduction, and other inlelleclual property embodied in plans, specifications. studies,
drawings, estimates, test data. survey rcsults. 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. Consultanl 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 an y and all ledgers.
books ofaccount, 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
thedateoffinal 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 ALrdit of Records. An y 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 Califomia Covernment Code Section 8546.7, ifthe amount ofpublic lunds expended under
this Agreement exceeds 'IEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be
subject to the examination and audit ofthe State Auditor, at the request of City or as part ofany
audit of City. for a period ofthree (i) years after final payment under this Agreement.
26?l;01lE18-0001
7610176.2 al l,l !rls -ll-
SECTION IO.MISCELLANEOUS PROVISIONS.
l0.l Attorneys' Fecs. lf either Part y to this Agreement brings any action. including an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
Party shall be entitled to reasonable attorneys' fees and expenses including costs, in addition to
any other reliefto which that Party may be entitledl 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 [-a*'; lenLrq. The internal laws of the State of Califbmia shall g0vern
the interpretation and enforcernent 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 aflfected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
10.4 Section Heading s and Subheadinss.The section headings and subheadings
contained in this Agreement are included for convenience only and shall not Iimit or otherwise
affect the terms of this Agreement.
10.5 No lmnlied Waiver of B reach . The waiver ofany breach ofa specific provision of
this Agreement does not constitute a waiver ofany other breach ofthat term or any other term of
this Agreement.
10.6 Successors and Assiuns The provisions ofthis Agreement shall inure to the benefit
ofand shall apply to and bind the successors and assigns ofthe Parties.
10.7 Consultant Re nrcset'l at ive . All matters under this Agreement shall be handled for
Consultant by Nick Minicilli ("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 Contracl Administratio . This Agreement shall be administered by a City
employee, Carlos Geronimo, Principal Engineer (*Contract Administrator"). All correspondence
shall be directed to or through the Contract Administrator or his designee. The Contract
Administrator shall have the power to act on behalf of City for all purposes under this Agreement.
Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from
any person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
-12-
STC TrafIic, Inc.
Attn: Nick Minicilli
5865 Avenida Encinas. Suite 142-B
Carlsbad. CA 92008
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee. CA 92586
Attn: Carlos Geronimo, Principal Engineer
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee. CA 92586
10. l0 Professional Seal Where applicable in the determination ol the Contract
Administrator, the first page ofa technical report, first page ofdesign specifications, and each page
of construction drawings shall be stamped/sealed and signed by the licensed prolbssional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and
Signature of Registered Protbssional with report/design responsibility," as in the tbllowing
example.
Seal and Signature of Registered Professional with
report/desi gn responsibi I ity.
10. I I Rishts and Remedies. Exc ept with respect to rights and remedies expressly
declared to be exclusive in this Agreement. the rights and remedies ofthe 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 diftbrent times. ofany other rights or remedies for the same default
or any other default by the other Party.
10.12 Intesration. 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 fbr or against either Party by reason ofthe authorship of
this Agreement or any other rule of construction which might otherwise apply.
10.13 CounterDarts. This Agreement may be executed in multiple counterparts. each of
which shall be an original and all of which together shall constitute one agreement.
-t3-
10.14 Execution ofContract. The persons executing this Agreement on behalfofeach 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 behalfof said Party, (iii) by so
executing this Agreement, such Party is formally bound to the provisions of this Agreement, and
(iv) that entering into this Agreement does not violate any provision of any other Agreement to
which said Party is bound.
I 0. I 5 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 Partv Benef]ciaries. 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.l7 Nonliabilitv of Citv Olllcers and Emoloyees. No officer, official, employee, agent,
representative, or volunteer of City shall be personally liable to Consultant, or any successor in
interest, in the event ofany default or breach by City or for any amount which may becorne due to
Consultant or to its successor, or for breach olany obligation ofthe terms of this Agreement.
I 0.1 8 No Undue Influence. Consultant declares and warrants that no undue inf'lucnce 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. lrom Consultant, or from any officer, employee, or agent of
Consultant, in connection with the award ofthis Agreement or any work to be conducted as a result
of this Agreement.
10.19 No Benefit to Arise to City Emplovees. No member, officer, oremployeeof 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 ( l) 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]
267 t /0i t858{001
76j0176.! all/ I l/19 - 1,1-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE CONSULTANT
Armando C City Manager Jason Stack, President
A. Man wan City Clerk Nick Minicilli, Vice President
A Fom:
J T elching, City [Corporation must have two signatures]
2671/0I858-000r
7630176.2 al lrll/19 -l5-
U TJW"U
Y'rt
IN WITNESS WHEREOF. the Parties hereto have executed and entered into this
Agreement as ofthe Effective Date.
CITY OF ME,NIFEE CONSULTANT
{o*" /rt*a
Jason Stack- President
V%
Sarah A. Manwaring. City Clerk Nick Minicilli. Vice President
[Corporation must have two signatures]
267lioll8J8-0001
7610]76 2 al !rl li!9 -t5-
EXHIBIT A
SCOPE OF SERVICES
Services shall include Civil Design Plans, Specifications and Estimate (PS&E) for the CIP l9-03
Antelope Road Raised Sal'ety Medians in the not to exceed amount of SIXTY NINE
THOUSAND THREE HUNDRED TWENTY FOUR DOLLARS AND SIXTY
CENTS ($69,324.60) as further detailed in the following pages.
267lrot 1858-000I
CITY OF MENIFEE
Exhibit 10-Hl Cost Proposal
Notc: Mark-ups are Not Allowed.00 Primc Consultant E Sub Consultanr E 2"d'l'icr Sub Consukant
STC Trdlii0. Inc. (lormcrlt Sticl I ramc Consulti ng. lnc.)
RIP #2020-8: Anrelope Road Ririscd Safcty Mediuns (Sunstrcam Drivc to La Piedra Road) CIP # l9-03
Consultant:
Proj ecl Namc:
F'PN:
City Projcct No ctP #t9.03
DIRECT LABOR
r Kcy Personnel, It Employccs subject to prcvailing wages
NOTE: All S lC l rallic employees arc Prevailing Wage exempt
LABOR COSTS
a) Sublotal Direct Labor Costs
b) Anticipated Salary lncrcase (se. Page 2 for cslculatron)
Contract No. TBD
90.86%) e) I otal lrringc Bcncfit (c) x (d)l
87.85vo )
t)ato
s 18,045.67
t2/19/19
$0.00070
32.249.42
INDIRECT COSTS
d) Fringe lrcncfi! (Rate:
0 Ovcrhcad (Rate:
h) Gcncral alld Adminislrativc (Rate:
Total Otl Rate l7a.7t,t/n
$ t6.396.30
s) Overhead [(c) x (0] $ 15,853.12
rl Gcn & Admin [(c) x (h)1 $
j) TOTAL INDTRECT COSTS l(e) + (e) + (i)l s
FIXED FEE
l) (Ratc:
oTHER DTRECT COSTS (ODC)
(C)DC is actual cost to be reimbursed with supponing documentation.) (See Pagc 3 for itemized estimate work sheet)
m) Rcproduction $
n) Mailing and Special Dclivcry S
o) t ravcl out ofArca (Airfare and I lotel)
t0%
p) Misc
q)
SUBCONSULTANTSI COSTS
Sampo Engincering. lnc. (DBh Suh{onsultant)
$
$-
NOTE: S'lC -l-ruffic will not ch&ge for Otrr--'s. unlcss specili.
equipmcnt is requested by lhc Orvncr. and at which timc. will be S
churgcr.l * ithout m.rrk-up.
r) TOTAL OTHER DIRECT COSTS [(m) t (n) + (o) + (p) + (O I $
$
$ 14.0m.00
s; TOTAL SUBCONSULTANTS' COSTS $ 14,000.00
s 69,324.60
Classificatior/Tltlc Namc Hours
Actually
Hourly Ralo Total
QA-/(X' Managcr*Vinicilli. Nick 26 $ 67.3 t $1,750.00
Projccl Mun Scr*Trang, llcnr!66 $ 60.t0 $3,966.35
Srcnior Projccl Flngineer ( l.L.ad
Design)Lambarth, ('hristian $ 46.63 $5,362.98
Assorciat€ Lnginccr Schlucter. Brandon 210 $ 3.t.r7 $6,966.35
TOTAL COST (c) + (j) + (k) + (r) + (s)l
Page 1 of 4
HSrPL-5483 (007)
cl'l'OTAl, DIRECT I,ABOR COSTS l(a)+(b)l S 1E,045.67
)k)TOTAL FrXED FEE [(c) + (j)l x ol $ s,029.51
u5
S'fC TraIIic, Inc. Cost P roposal - Man Hour Workshcct
CITY OI.'MtrNIFEE
l"ojccl Narne: RFP {2020-8: Antelope Road Raised Safety Mcdians (Slnstsearn Drive to La Piedra Road) CIP #19-03
Cont,acl No,: Federal Project #HSIPL-5483 (007) CiD Project #CIPl9.03
Date: l2l19/19
Consultant \l(, ll!114 lrrc llbrnrrl) Slxck I rirl tie Consulting. lnc. )
'l ask Descriplion
Ql(r
Total Hours Labor Cosl Subconsultants
Labor Cost
Subtotal Labor
Cost
Task No.
Loaded Rale tr206.t5 $r8.1?1 $r1:97
'l0r70
Task I Project lMan.gement 6 2E t2 46 $ E.l12.60 s E,112.60
l.l Meetings and Project Vanag€menl 6 t2 10 $ 7,007.14 i's 7,007.t4
1.2 Schcdulc $ 1,105.46 t $
5
1,105.46
5E,721.03'task 2 Engincering Design (PS&E)20 J{95 20.t 353 s 44,721.03 $ 11.000.00
1.1 As-built Research and Ficld lnvcstigation .l E t2 $ r,385.51 !
2.2 I opographic Survey (Sanpo Flngineering)s s t{.000.00
$
$
s
1,185.5 t
37,792.00
t4,000.00
2.1 Final Entineering Design Plans l6 70 190 101 s 37,792.00 \
2.4 Specifications 2 J l5 2l s 3,294.27 t s 3,294.27
2.5 Estimatcs 2 6 6 l6 ,t $ 2,249.24
2.6 Request for Authorization to Proceed with
Construc'tion s
s 2,249.24
,'5
$ 2,490.9?s $ 2.{{.97Task 3 As-Built Drrwings {E 6 IE
Total Hours 115 2r0 4t7 'lotrl Lebor Cost $ 69J24.50
Subtoral ODC S
Total Cost w/ ODC $ 69J24.60
I
PaEe 2 ot 4
s
26 66
Erhilrit l0-11I Cost Proposrl
Actual Cost-Plus-Fixed Fee or_tgD!,rsgE (Firm Fixed Pricc) contracts
(Calculations for Anticipated Salary tncreases)
Contract No.1'BD Datc l2/l920l9
l. Crlcuhte tverage hourly rste for lst ycar ofthe contract (Direct Labor Subtotal divided by totrl hours)
Direct Labor
S!b!s!c.L per
Cost Proposal
$ 18,045.67
Avg Hourly Ratc
Total Hou.s
per Cost
Proposal
4t7
Propos€d
Escalation
50/.
50/.
5"/o
5o/o
$45.44
$47 .71
$50.10
$52.60
'l-otal Hours
per Period
Avu Hourlv"n"," ' Co[trxct Durstion
943.27 Year I Avg Hourly Rate
2. Calculate hourly rate lor all periods (lncrease the Averag€ hourly rate for a period by proposed escalation yo)
Year I
Year 2
Year 3
Year 4
$43.27
$45.44
$47.7 t
s50.10
Avg Hourly Rate
+
I
Year 2 Avg Flourly Rate
Year 3 Avg Hourly Rate
Year 4 Avg Hourly Rate
Ycar 5 Avg Hourty Ratc
3. Calculate estimated hours per year (Multiply estimate o/o each period by total hours)
Estimated o/o
Completed Each
Period
Year I O-O0o/" t
Year 2 0-00% *
Year 3 0.00Yo +
Year 4 0-00Y" 'r
Yeat 5 0-O0o/o r
Total Oo/"
Estimatcd Hours Year I
Estimated Hours Year 2
Estimated Ilours Year 3
Estimated Hours Year 4
Estimated Hours Year 5
Total Hours
per cost
Proposal
417
4t'I
417
4t7
417
Total
0
0
0
0
0
0
4, Calculate Totel Costs inclnding Escrlation (multiply average hourly rate by the number of hours)
(culculaicd above)
Estimated
Hours
(calcul cd rbovc)
Cost
Per Period
Year I
Year 2
Year 3
Year 4
Year 5
$43.27
$45.44
$47.71
$50.10
$52.60
$0.00
$0.00
$0.00
$0.00
s0.00
Estimated Hou6 Year I
Estimated Hours Year 2
Estimated Hours Year 3
Estimated Hours Year 4
Estimated Hours Year 5
0
0
0
0
0
Total Direct Labor Cost with Escalation
Diroct Labor Subtotal before escalation =
Estimated total of Direct Labor Sala.ry Increase
$0.00
$18,045.67
s0.00
Page 3 of 4
Transfer to Page I
Consultant STC Traffic, lnc.
I
2
3
4
5
6
Exhibit l0ll I Cost Propoerl
Certification of Direct Costs:
I, the undersigned, ceniry to the best ofmy knowlcdge and beliefthat all direct costs identified on rhe cost proposal(s) in this
contract arc actual, reasonablc, and allocable to the contract in accordance with the contract tcrms and the following
requirements:
Generally Accepted Accounting Principles (GAAP)
Terms and conditions ofdle contract
Title 23 United States Code Sedion I 12 - Lehing ofcontracts
48 (irdc of Fcderal Rcculations Parl I I - Conlract Cost Principles and Procedures
2l ( ode ol l-cdcml Reeulatioos Pan l7l -Procurement, llanagement, and Administration of
Dngineering and Design Related Service
.18 Codc ofF'cdcral Rcgulations Pa 990J - ('osr Accounti u Standards Board (when applicable)
All costs must be applied consistently and fairly to all contracts, All documentation ofcompliance must be rctaincd in thc
project files and be in compliance with applicable fcderal and state requirements. Costs that are noncompliant with the
fedeEl and state requirements are not eligible for reimbursement.
Local governmcnts arc responsible for applying only cognizant agency approved or Caltrans accepted Indircct Cost Rate(s)
Primc Consullsnl or Subconsuhrnt CcrtifyinE:
Name: STC Tra Inc fta Stack TraIfic Consulti Titlei: Chicf Financial OIfi cer
Signature Date ofCertification ( mnl ddlyyyy):
Email: Momo.slackAslctraffic.com Phone Number: (760) 602-4290
Address: 5865 Avenida Encinas, #1428 CarlsbadlCA 92008
*An individual executive or financial oflicer ofthe consultant's or subconsultant's organization at a level no
lower than a Vice President or a ChiefFinancial Oflicer, or equivalent, who has authority to represent the
financial information utilized to establish the cost proposal for the contract.
List services the consultant is rovidi under the contract:
Civil and Tra{fic Engineering Design
Page 4 of 4
t2/1212019