2019/01/01 Dennis Janda, Inc. FY18/19 Landscape Survey & Mapping Services (Non-Recoverable)CITY OF MENIFEE
PROFESSIONAL SERyICES AGREEi\IENT
FY2OI8i I9 LANDSCAPE SURVEY & I\IAPPING SER\'ICES SERYICES
.TH
this flflha
IS PROFES
(NON-RECOVERABLE)
IONAL SERVICES AGREEMENT ("Agreement") is made and effective
2019 ("Effective Date") by and between the CITY OF MENIFEE, ayof
Califomia munici ration, ("City") and Dennis Janda I nc., a Califomia S-Corporation,
("Consultant"). City and Consultant may sometimes herein be referred to individually as a "Partlr'
and collectively as the "Parties."
SECTION I. SERyICES.
Sr.rbject to the terms and conditions set forth in this Agreement, Consultant shalI 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 rvill perform subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance rvith the Scope of
Services. [n the event of a conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
l.l Term of Services. The term ofthis A greement shall begin on January l, 2019 and
shatl end on June 30, 2019 unless the term ofthis Agreement is otherwise terminated or extended
as provided for in Section 8. The time provided to Consultant to complete the Services required
by this Agreement shall not affect City's right to terminate this Agreement, as provided for in
Section 8.
1.2 Standard of Performance. Consultant represents and warrants that Consultant is a
provider of first class work and services and Consultant is experienced in performing the Services
contemplated herein and, in light of such status and experience, Consultant shall perform the
Services required pursuant to this Agreement in the mamer and according to the standards
observed by a competent practitioner of the profession in lvhich Consultant is engaged in the
geographical area in rvhich 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. [n the event that City, in its sole discretion, at any
time during the term ofthis Agreement, desires the reassignment ofany such persons, Consultant
shall, immediately upon receiving notice from City oIsuch desire ofCity, reassign such person or
persons.
1.4 l!4q9. 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.
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1.5 Authorization to Perform Servrees. Consultant is not authorized to perform any of
the Services or incur any costs whatsocver under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
SECTION 2. CONIPENSATION.
City hereby agrees to pay Consultant a sum not to exceed SIX THOUSAND DOLLARS
AND ZERO CENTS ($6,000.00) notrvithstanding any contrary indications that may be contained
in Consultant's proposal, for the Services to be performed and reimbursable costs incuned under
this Agreement. In the event of a conflict beween 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 Agreemenl at the time and in the manner set forth herein. The payments
speci{ied below shall be the only payments from City to Consultant for the Services rendered
pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified
herein. Except as specifically authorized in advance by City, Consultant shall not bill City for
duplicate services performed by more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoicc date. Invoices shall contain the following information:
a.
invoice, etc.;
b.
Serial identifications of progress bills; i.e., Progress Bill No. I for the first
The beginning and ending dates of the billing period;
c. A "Task Summary" containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under this Agreement, and the
percentage of completion;
d. At City's option, for each item in each task, a copy ofthe applicable time
entries or time sheets shall be submitted showing the name of the person performing the
Senices, the hours spent by each person, a brief description of the Services, and each
reimbursable expense;
e. The total number ol hours of work performed under this Agreement by
Consultant and each employee, agent, and subcontractor of Consultant pcrforming the
Services hereunder necessary to complete the Services described in Exhibit A;
Receipts for expenses to be reimbursed;
The Consultant Representative's signature
lnvoices shall be submitted to
Citv of Menifee
Attn: Accounts Payable
f.
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Menifee, CA 925 86
2.2 Monthly Pament. Cit y shall make monthly payrnents, 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 Pavment. City shall pay the last ten percent (10%) of the 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 Pa\.rnent. 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 sen'ice 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 ofsuch an invoice.
2-5 Hourlv Fees. Fees for the Services performed by Consultant on an hourly basis
shall not exceed the amounts sho\\'n on the fee schedule included s'ith Exhibit A
2.6 Reimbr.rrsable Expenses. Reimbursable ex penses are included within lhe maxrmum
amount of this Agreement.
2.7 Pavment ofTaxes. Consultant is solely responsible for the payment ofemployment
taxes incurred under this Agreement and any federal or state taxes.
2.8 Payrnent upon Termination. ln the event that Ci tv 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 EQUIPl\IENT.
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 trse 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. INSUITANCE REQUIRENIENTS.
Before beginning any r"ork under this Agreement, Consultant, at its own cost and expense,
shall procure the t)pes and amounts of insurance checked below and provide Certificates of
Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the
requirements of this section and which is satisfactory, in all respects, to City. Consultant shall
maintain the insurance policies required by this section throughout the term of this Agreement.
The cost of such insurance shall be included in Consultant's compensation. Consultant shall not
allow any subcontractor, consultant or other agent to cornmence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereofto City. Venfication 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 betrveen City and other Insureds.
4.1 Workers' ComDensation. Consultant shall , at its sole cosl and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions of the Califomia
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability lnsurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident, ONE MILLION DOLLARS ($ I ,000,000.00) disease per employee, and ONE MILLION
DOLLARS ($ I,000,000.00) disease per policy. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of sel f-insurance complies
fully with the provisions of the Califomia Labor Code. Determination of rvhether a self-insurance
program meets the standards ofthe Califomia Labor Code shall be solely in the discretion ofthe
Contract Administrator. The insurer, ifinsurance is provided, or Consultant, ila program ofself-
insurance is provided, shall u'aive all rights of subrogation against City and its officers, officials,
employees, and authorized volunteers for loss arising from the Services performed under this
Agreement.
General requirements. Consultant , at its own cost and expense, shalla
maintain commercial general and automobile liability insurance for the lerm ofthis Agreement in
an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined
single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO
MILLION DOLLARS (52,000,000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General
Liability Insurance or an Automobile Liability Insurance form or other form with a general
aggregate hmit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting therefrom, and
damage to property resulting from the Services contemplated under this Agreement, including the
use of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at least
as broad as Insurance Sen'ices Office Commercial Gcneral Liability occurrence form CG 0001.
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4.2 Commercial General and Automobilc Liabilitv Insurancc.
Automobile coverage shall be at least as broad as Insurance Sen'ices 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 follolr'in g shall be included in the
insurance coverage or added as a certified endorsement to the policy:
b. Any failure ofconsultant to comply with reporting provisions ofthe
policy shall not affect coverage provided to City and its officers, employees, agents,
and volunteers.
a. General reouirements. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals perlorming 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 shorvn on the Certificate. If the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be
approved by City.
b. Claims-made limitations. The followi ng provisions shall apply if the
professional liability coverage is rvritten on a claims-made form
a. The rctroactive date of the policy must be shown and must be no
later than the commencement of the Senr'ices.
b. Insurance rnust be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or termination of this
Agreement or completion of the Services, so long as commercially available at
reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form rvith a retroactive date that precedes the Effective
Date of this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after the expiration or termination of this Agreement
or the completion ofthe Services. Such continuation coverage may be provided by
one ofthe follou'ing: (l) renewal ofthe existing policy; (2) an cxtended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement of the Services under this Agreement. City shall have the
right to exercise, at Consultant's sole cost and expense, any extended reporting
provisions of the policy, if Consultant cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
City prior to the commencement of the Services under this Agreement.
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a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
4.3 ProfessionalLiabilitylnsurance.
4.1 All Policies Rcquircmcnts.
it Accep tahilitv of insurers All insurance required by this Section is to be
placed rvith insurers with a Bests' rating of no less than A:VII and admitted in Califomia
b. Verificatiorr of covcrage. Prior to be ginning the Services under thts
Agreement, Consultant shall furnish City with Certificates of lnsurance, additional insured
endorscment or policy language granting additional insured status complete certified copies of all
policies, including complete certified copies of all endorsements. All copies of policies and
ce(ificd endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of Insurance must include the follor.r'ing reference:
FY2OI8/I9 LANDSCAPE SURVEY & MAPPING SER!'ICES SERVICES (NON-
RECOVERABLE). The name and address for Additional hsured endorsements, Certificates of
Insurance and Notice ofCancellation is: Cityof Menifee,29714 Haun Road, Menifee, CA 92586.
City must be endorsed as an additional insured for liability arising out of ongoing and completed
operations by or on behall of Consultant.
Notice of Reduction in or Cancellation o f Coverase Consultant shall
provide written notice to City within ten ( l0) working days if: ( I ) any of the rerluired insurance
policies is tcrminated; (2) the limits ofany ofthe required polices are reduced; or (3) the deductible
or sell-insured retention is increased.
d. Additional insured: orimarv insurance. City and its officers, employees,
agcnts, and authorized volunteers shall be covered as additional insureds with respect to each of
the follol,ing: liability arising out of the Senices performed by or on behalf of Consultant,
including the insured's general supen,ision of Consultant; products and completed operations of
Consultant, as applicable; premises ou'ned, occupied, or used by Consultant; and automobiles
orvned, 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
c
e
written approval of City for the self-insured retentions and deductibles before beginning any of the
Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers- The
Contract Administrator may condition approval of an increase in deductible or self-insured
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retention levels with a requirement that Consultant procure a bond Suaranteeing palment of losses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
f. Subcontracto Consultant shall include all subcontractors as insuredsIS
under its policies or shall fumish separate certificates and certified endorsements for each
subcontractor. Al[ coverages for subcontractors shall be subject to all ofthe requirements stated
herein.
Variation. The Contract Administrator rna y, but is not required to, approve
in r.vriting a variation in the foregoing insurance requirements, upon a determination that the
coverage, scope, limits, and forms of such insurance are either not commercially available, or that
City's interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have if
Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option, exercise any of the following
remedies, rvhich 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 Ageement;
b. Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop rvork and withhold any
payment, until Consultant demonstrates compliance rvith the requirements hereof; and/or
c. Terminate this Agreement.
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SECTION5. INDEMNIFICATION.
5.1 Indemrufication for Professional 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, 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 othenvise) 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 thereo0 in the performance ofprofessional
services under this Agreement.
5.2 Indemnification for Other than Professional Liabilitv. Other than in the
performance of professional services and to the full extent permitted by lau', 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,
rvhere the same arise out of, are a consequence of, or are in any way attributable to, in whole or in
part, the performance of this Agreement by Consultant or by any individual or entity for rvhich
Consultant is legally liable, including but not limited to officers, agents, employees or
subcontractors of Consultant.
5.3 Limitation of Indemnificat ion for Dcsiqn Professionals Notll ithstanding any
provision of this Section 5 to the contrary, design professionals are required to defend and
indemnify City only to the extent permitted by Civil Code Section 2782.8. The term "design
professional" as defined in Section 2782.8, is limited to licensed architects, licensed landscape
architects, registered professional engineers, professional land surveyors, and the business entities
that offer such services in accordance with the applicable provisions of the Califomia Business
and Professions Code.
5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to
claims occurring as a result of City's sole or active negligence. The provisions of this Section 5
shall not release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officers, officials, employees, and agents acting in an official capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 lndependent Contractor. At all times duri ng 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 ofpersonnel pursuant to Subparagraph l.3; horvever, other$'ise City
shall not have the right to control the means by which Consultant accomplishes the Sen'ices
rendered pursuant to this Agreement. The personnel performing the Sen'ices under this
Agreement on behalfof Consultant shall at all times bc under Consultant's exclusive direction and
control. Consultant shall not at any timc or in any manner represent that it or any of its officers,
employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant
shall not incur or have the power to incur any debt, obligation, or liability whatever against City,
or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement,
City shall not pay salaries, wages, or other compensation to Consultant for performing the Services
hereunder for City. City shall not be Iiable 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
qualifu 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 ("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 REQUIREIvIENTS.
7 .l Goveming Law. The laws of the State of Califomia shall govem this Agreement.
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7 .2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply
with all applicable local, state, and federal laws and regulations applicable to the performance of
the rvork hereunder. Consultant shall not hire or employ any person to perform u'ork rvithin City
or allou, any person to perform the Sen'ices 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 rvages, as determined by the Director oflndustrial Relations ofthe State
of Califomia, will be the minimum paid to all laborers, including Consultant's employee and
subcontractors. lt is understood that it is the responsibility of Consultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the California Department of
Industrial Relations ("DIR") pursuant to 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 safe and secure location at all times, and readily available at
City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed
boards, members, officials, officers, agents, representatives, employees, and volunteers harmless
from and against any liability, loss, damage, cost or expenses (including but not limited to
reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any
inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any
party performing the Services ofany applicable local, state, and/or federal la'iv, including, without
Iimitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section
1781 of the Labor Code, as the same may be amended from time to time, or any other similar [aw;
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 larv. It is agreed by the Parties that, in connection with
performance of the Services, including, without limitation, any and all public u'orks (as defined
by applicable law), Consultant shall bear alI risks of pa]ment or non-payment ofprevailing wages
under California larv and/or the implementation of Labor Code Section 178 I , as the same may be
amended from time to time, and/or any other similar law. Consultant acknorvledges 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 from City.
SECTION It. TERNIINATION AND I\IODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notifi cation to Consultant.
8.2 Termination bv Consultant Consultant may cancel this Agreement upon 30 days'
written notice to City.
9
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement bcyond that provided for in Subsection l.l. Any such cxtension shall require a
'ivritten amendment to this Agreement, as provided for herein. Consultant understands and agrees
that, if City grants such an extension, City shall have no obligalion to provide Consultant with
compensation beyond the maximum amount provided for in lhis Agreement. Similarly, unless
authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant
for any othenvise reimbursable expenses incurred during thc extension period.
8.5 Amendments. The Parties may amend this Agreement only by a lvriting signed by
all the Parties.
8.6 Assisnment and Subcontractins. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultanl and is based upon a detcrmination
of Consultant's unique personal competence, experience, and specialized personal knorvledge.
Moreover, a substantial inducemenl to City for entering into this Agreement rvas and is the
professional reputation and competence of Consultant. Consultant may not assign 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, rvithout pnor written approval of the
Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant
shall notify City immediately.
8.7 Sun,ival. All obligations arising prior to the expiration or termination of lhis
Agreement and all provisions of this Agreement allocating liability betrveen City and Consultant
shall survive the expiration or termination of this Agreement.
8.8 Options upon Breach by Consultant. If Consultant 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, drarvings, reports, design documents, and
any other rvork 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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8.3 Consequences of Termination. In the event of termination, Consultant shall be
entitled to compensation for the Services performed up to the date of termination; City, however,
may condition payment of such compensation upon Consultant delivering to City any or all
documents, photographs, computer software, video and audio tapes, and other materials provided
to Consultant or prepared by or for Consultant or City in connection rvith this Agreement.
SECTION 9, KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form that Consultant prepares
or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the
property of City. Consultant hereby agrees to deliver those documents to City upon the expiration
or termination of this Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to this Agreement
are prepared specifically for City and are not necessarily suitable for any future or other use. Any
use of such documents for other projects by City shall be without liability to Consultant. City and
Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other
documents are confrdential and will not be released to third parties without prior wriften consent
ofboth Parties unless required by lau'.
9.2 Liccnsin,r of Intellectual Pro n rtv . This Agreement creates a non-exclusive and
pcrpetual 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 rvriting that City is granted a non-
exclusive and perpetual license for any Documents and Data the subcontractor prepares under this
Agreement. Consultant represents and u'arrants that Consultant has the legal right to license any
and alI Docunents and Data. Consultant nakes no such representation and $'arranly in regard to
Documents and Data which rvere prepared by design professionals other than Consultant or
provided to Consultant by the City. City shall not be limited in any way in its use of the Documents
and Data at any time, provided that any such use not within the purposes intended by this
Agreement shall be at City's sole risk.
9.3 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books ofaccount, invoices, vouchers, canceled checks, and other records or documents evidencing
or relating to charges for the Services or expendihlres 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 of final payment to Consultant under this Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identifred and
readily accessible.
9.4 Inspection and Audit of Records. Any rccords or documents that Section 9.3 of
this Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Government Code Section 8546.7, ifthe amount ofpublic funds expended under
this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be
subject to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period ofthree (3) years after final payrnent under this Agreement.
?o7t 0l lrl58-0001 -l t-
SECTIONIO, NIISCELLANEOUSPROVISIONS.
10.I Attomeys' Fees. If either Party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision ofthis Agreement, the pre'r'ailing
Party shall be entitled to reasonable attomeys' fees and expenses including costs, in addition to
any other relief to which that Party may be entitled; provided, howevcr, that the attomeys' 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.
licable nue. The intemal laws of the State of Califomia shall govem10.2 A
the interpretation and enforcement of this Agreemenl. 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. lf 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 Headines and S ubheadinrs The section headings and subheadings
contained in this Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 No Imolied Wai ver ol Breach The waiver ofany breach of a specific provision of
this Agreement does not constitute a rvaiver ofany other breach ofthat term or any other term of
this Agreement.
l0-6 Successors SI The provisions ofthis Agreement shall inr.rre to the benefit
of and shall apply to and bind the successors and assigns of the Parties
10.7 Consultant Reorcsentative. All matters under this A greement shall be handled lor
Consultant by Dennis Janda ("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 skitl 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 Citv Contract stration. This Agreement shall be administered by a CityAdmini
employee, Jonathan Smith, Public Works Director/City 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:
1671,01185ti0001
?6103?6.1a01,07 l9 -12-
Dennis Janda, Inc.
Attn: Dennis Janda
42164 Remington Ave
Temecula, CA 92590
Any written notice to City shall be sent to the Contract Administrator at
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: Jonathan Smith, Public Works Director/City Engineer
with a copy to:
City Clerk
City ol Menifee
29714 Haun Road
Menifee, CA 92586
10.l0 Professional Seal Where applicable in thc determination of the Contract
Administrator, the first page of a 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 rvith report/design responsibility," as in the following
example.
Seal and Signature of Registered Professional rvith
orVdesi res nsibili
10. I I Riphts and Remedies. Ex cept 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 different times, of any other rights or remedies for the same defauh
or any other default by the other Party.
10.12 Intecration. 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 of the authorship of
this Agreement or any other rule ofconstruction which might otherwise apply.
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all ofwhich together shall constitute one agreement.
16?liol1858-0001
1610176I i0l'r)l l9 - l3-
10.14 Execution ofContract. The persons executing this Agreement on behalf of each of
the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so
executing this Agreement, such Party is formally bound to the provisions ofthis Agreement, and
(iv) that entering into this Agreement does not violate any provision ofany other Agreement to
which said Party is bound.
10.15 Nondiscrimination. Consultant covenants that, by and foritself, 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.
10.16 No Third Party Beneficiaries. With the exception of the specific provisions set
forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and
no such other third parties shall have any rights or obligations hereunder.
10.17 Nonl Em lo ccs 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 of any obligation of the terms of this Agreement.
10.18 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of City in connection with the
arvard, terms or implementation of this Agreement, including any method ofcoercion, 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 arvard ofthis Agreement or any work to be conducted as a result
of this Agreement.
10. l9 No Benefit to Arise to Citv EmDlovees. 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 ( I ) 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.
ISignanrres on Following Page]
16710I858 0001 -t4-
IN WITNESS WHEREOF, the Parties hereto have executed and cntered into this
Agreement as of the Effective Date.
CITY OF ]\IENI FET]CONSTII,TANT
Bill a, Presi
Attest
Manu'C Clerk Tricra Prcsid cnt/Orvncr
as to Form:
Mclching, City mey ICorporation lnust have two signatures]
I
J
167l 031358-0001
- I5-
,P,I
EXHIBIT A
SCOPE OF SER\/ICES
Consultant shall provide the follorving sen'ices:
Comprehensive Mapping and Surveying Services as requested by City of Menifee Public
Works/Engineering staff, including but not limited to:
Perform plan checks for but not limitod to Tentative and Final maps, Parcel Mergers, Lot
Line Adjustments, Offers of Dedications, Notice ofVacations, and Easements.
Research existing record data for but not limited to record maps, deeds, easements,
records of survey, right of vrays, monument ties, and benchmarks.
Prepare legal descriptions and plat maps for but not limited to Offers of Dedicalions,
Notice of Vacations and Annexalions.
Prepare digital and hardcopy reports/exhibits for various engineering projects and/or
Land I nformation inquiries.
Perform Right of Way mapping and suryeys
Perform topogra phic/x-sections/ve rification surveys for various engineering projects as
neede d.
:67t 0t rE5E,000t
7610176.1a0000 00 -)-
Th MENIFEE
Negr, Better. Best.
HOURLY RATE SCHEOULE:Pleose list all tions onti
Dennis Janda. Pres/Owner s125.00 s125.00 $130 00 5130.00_ Project Mgusurvey/ _
Plan Check
Tricia Janda, VP/Otmer S gs.oo $ 95 00 5105 00 s105.00ProJecl MgtPlan
-ChecUCad Tech
Plan Check Review Assislanl surveyor s s5.00 $ 95.00 s105.00 $105 00
Field Survey Crew $185.00 $18s 00 519s 00 $195 00Pa{y Chiet/lnstrumenl Man
* Design / Topo Surveys
YEAR 2 YEAR 3
(2O19t201 (2OZOtZtl
YEAR I
12O18t191
YEAR 4
(2021/ZOZZ'
o
267r 011858,000t
7610J76 2 a00,00 0O -3-
SPECIALTY HOURLY RATE (S)TITLE 6
DESCRIPTION
I
I
I
I
I
I
I
I
l
tr MENIFEE
New. Better. Best.
LIST ALL ANTICIPATEO REIMBURSABLE COSTS
Note: List att equipment hourly rate on a separate sheet as needed.
City reserves the right to negotiate this price on a proJect-by-project basis.
PLEASE MARK ALL ACKNOWGE'{ENTs AND COMPLETE FOLLOWIN6 SECTION:
E The P.oporrl provld.d refl€ctr .ny .ddltion.l add€ndum(5) lisued wlth r$p€ct to thls RFQ
Dannk Jinda lnc.
Cghp.ny Name
rl2l64 Reminstm lve
Addre5s
T€mecul.. C 92590
Clty Strte ZF Code
l95lr 699-E87,1
Tel€phooe Nunber
(951) 699-8568
Fax Number
comp.ny Type:
E Cofporation B Partne6hip D Trust/Estate
rhember UC O Other:
tr Limlted Liabitity Cohpany (LLC)
at/Sote Prop.ietor
O WNEt5
P,int Name e
Photogrsmmelry Cost lo be deteftined per projEcl
Tille Reporb and Survey docJments not available to public Cosl to be detarmined p€r projecl
REIIiTBURSABLE COST DESCRIPTION A.llOuNT lat costl
167l/011858-0001
7610]76.2 a00/00 00 -4-
o