2020/07/01 Civic Solutions, Inc. FY20/21 OnCall Contract Planning ServicesCITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
FY2O2O/21 ON-CALL CONTRACT PLANNING SERVICES
THIS PROFESSIONAL SERVICES ACREEMENT ("Agreement") is made and effective
this l3+ day of July , 2020 ("Effective Date") by and between the CITY OF MENIFEE,
a Calilomia municipal corporation, ("City") and Civic Solutions. Inc, a California Corporation
("Consultant"). City and Consultant may sometimes herein be referred to individually as a "Party"
and collectively as the "Parties."
SECTION I. 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. [n the event ofa conflict in or inconsistency between the terms ofthis Agreement and
Exhibit A, this Agreement shall prevail.
I .l Term of Services. The term of this Agreement shall begin on July 1, 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 re presents 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 oi 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 ofany such persons, Consultant
shall, immediately upon receiving notice from City ofsuch 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.
I .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.
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SECTION 2. COMPENSATION.
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 identifications of progress bills; i.e., Progress Bill No. I for the first
b. The bcginning 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
pcrcentage of completion;
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;
Receipts for expenses to be reimbursed;
The Consultant Representative's signature
Invoices shall be submitted to
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 925 86
2.2 Monthlv Payment. city shall make monthly payments, based on invoices received,
for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City
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City hereby agrees to pay Consultant a sum not to exceed FIFTEEN THOUSAND
DOLLARS AND ZERO CENTS ($15,000.00) notwithstanding any contrary indications that
may be contained in Consultant's proposal, for the Services to be performed and reimbursable
costs incurred underthis Agreement. Inthe event ofa confl ict between this Agreement and Exhibit
A, regarding the amount ofcompensation, 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.
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;
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shall have thirty (30) days from the receipt ofan invoice that complies with all ofthe requirements
above to pay Consultant.
2.3 Final Pavment. City shall pay the last five percent (5%o) of the total amount due
pursuant to this Agreement within sixty (60) days after completion of the Services and submittal
to City ofa final invoice, if all ofthe Services required have been satisfactorily performed.
2.4 Total Payment. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior
to the submission ol such an invoice.
2.5 Hourly Fecs. 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
2.7 Payment of Taxes. Consultant is solel y 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 ofthe 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 fumishing those facilities shall be in the sole discretion of City. In no event shall City be
required to fumish any lacility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
SECTION 4. INSURANCE, REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and expense,
shall procure the types and amounts of insurance checked below and provide Certificates of
lnsurance, indicating that Consultant has obtained or currently maintains insurance that meets the
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2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum
amount of this Agreement.
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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 Agreement prior to execution. Consultant acknowledges the insurance policy must cover
inter-insured suits between City and other Insureds.
4.1 rkers'Com nsation. 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 ofthe Califomia
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 altemative, 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 Califomia Labor Code. Determination of whether a self-insurance
program meets the standards ofthe Califomia Labor Code shall be solely in the discretion ofthe
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 Ceneral and Automobile Liabilitv Insurance.
a. General reouirements. 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 (Sl,000,000.00) per occurrence, combined
single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO
MILLION DOLLARS (S2,000,000.00) 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 the Services contemplated under this Agreement, including the
use ofhired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial gencral coverage shall be al least
as broad as lnsurance Services Office Commercial General Liability occurrence form CG 0001.
Automobile coverage shall be at least as broad as lnsurance Services Office Automobile t,iability
form CA 0001 Code 2,8,and 9. No endorsement shall be attached limiting the coverage.
c. Additional requirements. Each ofthe following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
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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 ProfessionalLiabilitvlnsurance.
b. Claims-made limitations. The lollowing provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date ofthe 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.
c. lf 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 lor
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
oneof the following: (l) renewal ofthe existing policy; (2) an extended reporting
period endorsement; or (3) replacament insurance with a retroactive date no later
than the commencement ofthe Services under this Agreement. City shall havethe
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.
4.4 All Policies Requirements.
a. Acceotability 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 admi(ed in California.
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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 ($ I ,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.
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ification of coverage Prior to beginning 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. AII copies of policies and
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalL The Certificate of Insurance must include the following reference:
FY2020l2l ON-CALL CONTRACT PLANNING SERVICES. The name and address for
Additional Insured endorsements, Certificates of Insurance and Notice ofCancellation is: City of
Menifee,29844 Haun Road. Menifee, CA92586. City must be endorsed as an additional insured
for liability arising out ofongoing and completed operations by or on behalf of Consultant.
c. Notice of Reduction in or Cancellation of Coveraee. Consultant shall
provide written notice to City within ten (10) working days ift (l) any ofthe required insurance
policies is terminated; (2) the limits ofany ofthe 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 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 ( I ) year after the expiration or termination ofthis Agreement or completion ofthe 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.
Deductibles and Self-insured Retentions. Consultant shall obtain the
b. Ver
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 self-
insured retentions with respect to City, its ofTicers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
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f. Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall fumish separate certificates and certified endorsements lor each
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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 forms ofsuch insurance are either not commercially available, or that
City's interests are otherwise lully 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 ofl the following
remedies, which are altematives 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 l,iabilitv. Where the law establishes a
professional standard of care lor 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 ofprofessional
services under this Agreement.
5.2 Indemnification for Other than Professiona . Other than in the
performance of professional services and to the full extent permitted by [aw, Consultant shall
indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and
all of its officers, employees, oflcials, volunteers, and agents from and against any and all Claims,
where the same arise out ol, 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.
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5.3 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 lrom Iiability arising from gross negligence or willful acts or omissions of
City or any and all of its officers, olficials, employees, and agents acting in an official capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 Indeoendent Contractor. Atall timesdurin g the term ofthis 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 I .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 olTicers, 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
qualily 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 Govemins Law. The laws of the State of California shall govem this Agreement.
liance with A Iicable Laws Consultant and any subcontractor shall comply
with all applicable local, state, and federal laws and regulations applicable to the performance ol
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 ofthe State
of Califomia, will be the minimum paid to all laborers, including Consultant's employee 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 California Department of
Industrial Relations ("DIR") pursuant to Califomia 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 sale 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
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reasonable attomeys' 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 ofany applicable local, state, and/or federal law, including, without
limitation, any applicable flederal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation ofSection
I 781 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 I 781 , 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 ofthe Services, including, without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks ofpayment or non-payment olprevailing wages
under California law and/or the implementation of Labor Code Section I 78 I , 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 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 lrom City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notifi cation to Consultant.
8.2 Termination by Consultant Consultant may cancel this Agreement upon 30 days'
written notice to City.
8.3 Consequences of Termination. ln 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 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 Consultant with
compensation beyond the maximum amount provided for in this Agreement. Similarly, unless
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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 Panies may amend this Agreement only by a writing signed by
all the Parties.
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 olthis Agreement.
8.8 Options upon Breach by Consultant. IfConsultant materiall y breaches any ol 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
Serv ices.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All rc ports, data, maps,
models, charts, studics, 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 lor City and are not necessarily suitable for any future or other use. Any
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8.6 Assisnment and Subcontractins. 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 ofConsultant. Consultant may notassign this Agreement
or any interest therein without the prior written approval ofthe 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 ol the
Contract Administrator. ln the event that key personnel leave Consultant's employ, Consultant
shall notify City immediately.
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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 [aw.
9-2 Licensing of lntellectual Property. This A greement 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 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 ofthree (3) years, or for any longer period required by law, from
the date offinal 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 ol 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 Covemment Code Section 8546.7, if the amount ofpublic funds expended under
this Agreement exceeds TEN 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 (3) years after final payment under this Agreement.
SECTION IO.MISCELLANEOUS PROVISIONS.
I0.1 Attomeys' Fecs. If either Part y to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this Agreemenl, the prevailing
Party shall be entitled to reasonable attorneys' fees and expenses including costs, in addition to
any other relief to which that Party may be entitled; provided, however, that the attorneys' fees
awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services
multiplied by the reasonable number ofhours spent by the prevailing Party in the conduct ofthe
litigation. The court may set such fees in the same action or in a separate action brought for that
purpose.
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10.2 Applicable Law: Venue. The intemal laws of the State of Califomia shall govem
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 Headinss and Subheadines. The section headin gs 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 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.
I 0.6 Successors and Assiqns. The provisions ofthis 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 Thomas C. Merrell ("Consultant's Representative"). The Consultant's
Representative shall have full authority to represent and act on behalfof 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, Kevin Ryan, Planning 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 behall 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 besentto:
Civic Solutions, Inc
Attn: Thomas G. Merrell
27362 Calle Arroyo
San Juan Capistrano, CA 9267 5
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifcc
29844 Haun Road
Menifee, CA 92586
Attn: Kevin Ryan, Planning Manager
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City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 925 86
10.10 Professional Seal Where applicable in the determination of 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 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.
Seal and Signature of Registered Professional with
report/desi gn responsibi I ity.
l0.ll Riehts 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, ofany other rights or remedies for the same default
or any other default by the other Party.
I 0.12 lntesration. This A greement, including the scope of services attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City and
Consultant and supersedes all prior negotiations. representations, or agreements, either written or
oral. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason ofthe authorship of
this Agreement or any other rule of construction which might otherwise apply.
10.13 Countemarts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
10.14 Execution oflContract. 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 behalf of said Party, (iii) by so
executing this Agreement, such Parly 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 ofthis 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.
-13-2671/03t658-000t
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10.16 No Third Pany 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 Nonliabiliw 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 ofany default or breach by City or for any amount which may become due to
Consultant or to its successor, or for breach ofany obligation ofthe terms of this Agreement.
10.18 No Undue lnfluence. 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 Employees. No member, officer, or employee of City,
or their designees or agents, and no public official who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or for one (l) year thereafter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereof, lor the Services to be performed under this Agreement.
ISignatures on Following Page]
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lN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as ofthe Effective Date.
CITY OF MENIFEE CONSULTANT
Ekd*r" D.'*.r-
Armando G.lla, City Managcr
Attest:
tluoua.s 6. ltu"m)L) lyvsihil
Thomas errcll. I)rcsident
Ilr.o"u 6. lVtmJLl lwslunl
mas ll, Secretary
[Note:2 officer's signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu.l
Sarah [. Manwaring, ility Clirk
as to Form:
J Melching, C ttomev
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U
EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT A
SCOPE OF SERVICES
Consultant shall provide the following services in the amount not to exceed FIFTEEN
THOUSAND DOLLARS AND ZERO CENTS (S15,000.00)
General planning-related development and land use project review services-
The firm shat[ provide general ptan check services for the Community Devetopment
Department to ensure their adherence to the City's and a1[ other applicabte standards
and design policies, and conditions of approval for a[[ devetopment projects. The work
may include, but is not limited to:
- Provide general planning- related development review and project
management services to the City on a case-by-case basis
- Write Planning Commission and City Council staff reports, resolutions,
ordinances, conditions of approval, and give oral presentations, as
requested
- Attendance at development/ptanning case meetings, as requested
- Attendance at Ptanning Commission hearings, as requested
- Attendance at City CounciI meetings, as requested
lf specific consuttant personnel is assigned to City, the assigned personnel wilt provide
the range of expertise necessary to carry out the normal functions of a professiona[
ptanner. At[ services provided by the Consuttant sha[[ be performed by individuats who
meet the qualifications, education, and certifications/ licensing requirements for the
professionat Ptanning levets of Assistant to Senior Planner.
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Iq!rc
6. Hourly Rate Schedule (Attachment A)
ATTACHMENT A: HOURLY RATE SCHEDULE
RFQ 2018_3
Annual On-Lall Professional Services (PlanniDg services)
Con3ultant Name:Civic Solutions, lnc.
Address:27362 Calle Arrcyo
City, State and Zip Codei San luan Caplstrano, CA 92675
Please provlde detailed Hourly Rstes for each staff position and any other lncldent!l or additional costs
requlred in the spaces provlded below to complete the Scope of Work requlremenB.
PROPOSED SERVICES: (Please mark all that apply)
Plannint Services
EI General PlanninS Rclatcd Dcvclopmcnt and Land Use Project Revicwserviccs
E Lands.ap€ DesiSn Plan Review SeNices
El Preparation and/or Peer Review: Environmental Services
E Municipal Financial Review Services (Fiscal lmpactAnalysis)
HOURLY RATI SCHEDULE: (Please tist all positions anticipated )
On-Call Professlonal Plannl servlces
0n-Call Invironmental Services
'l emporary staff would work lull-time or part-time for the duration of the assignment as directed by the
City. It is understood that the City is on a 9/80 work schedule. Working hours are 7r30 a.m. to 5:30 p.m,
Monday through Thursday, and 8r00 a.m. to 5:00 p.m, every other Friday,
clvrc Slalemenl olQualificltioos for AnnualOn-Call Profes!ional Planning and Environmental Servic€s
May 24,2019 > 14
Ssnor Planner $1r0 s1r 5 sl20 $125
Assooate Plannor
Assist8nl Planner
$ r00
$90
s rc5
$95
s110
$1@
$|5
$ r05
Yea. !
lrolg/ml
)rol.lY i.t. ltl
Y.- r--f- Y-r 3
o@uul I eoauBl l7o23l24lTideS O.tcrlptbo I
Elwrronmental Speclahst 9120 sr 25 $130 S13s
ErMronmental Analysl 9110 sr 15 s120 5125
Hou?ly Rat.lSl
Y".. r---r-- Y... r
tm2Ll24 I Qo2ztz.t
II-I
ndc & ocraription (2019/20)12023/241
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r C C
soluTt()ss
LIST ALL ANTIClPATED REIMBURSABLE COSfi
None.
PLEASE MARK ALL ACKNOWLEDGEMENTS AND COMPLE-TE FOLLOWING SECTIO :
E The Proposal provided reflecti anyadditional addendum (s) issued with respect to th is RFQ
El Submittal of rhis proposal indicates we have reviewed the proposed written agreement aldif selected
would accept all terms oFthe proposed agreemenL
Civic Solutions
27362 Calle tu.oyo
San luan Capistrano CA 92675
City
(9491489.t442
Zip Code
[94e) 240-8068
CompanyType
E Corporation tr Partnership tr Trust/Estate tr Limlted Liability Company (LLC)tr Individual/Sole Proprietor or single member LLC tr Other
€/*,frVb^,t-
SiSned By
Thornes C MFrrpll President
Pnnt Name Trtle
CIVIC Statement of Qua lifications forAnnual On'Call Professional PlanninS and EnvironmentalServices
May 24,2019 > 15
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