2019/07/01 Enviromental Science Associates (ESA) FY19/20 On-Call Planning (Environmental Review) ServicesCITY OF MENIFEE
PROFESSIONAL SERVICES AGR-EEMENT
FY20l9/20 ON-CALL PLANNTNG (ENVTRONMENTAL REVTEW) SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
this f ?kdayof ,lunO ,2019 ("Effective Date") by and between the CITY OF MENIFEE,
a California munic'ipal corporation, C'City') and Environmental Science Associates (ESA), 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 ofServices, attached hereto as Exhibit A and incorporated
herein by this reference (the "Services"). Consultant will perform subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance with the Scope of
Services. In the event of a conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevai[.
l.l Term of Services. The term of this Agreement shall begin on July 1, 2019 and
shall end on June 30,2020 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 StandardofPerformance. Consultant represents and warrants that Consultant is a
provider offirst class work and services and Consultant is experienced in performing the Services
contemplated herein and, in light of such status and experience, Consultant shall perform the
Services required pursuant to this Agreement in the manner and according to the standards
observed by a competent practitioner of the profession in which Consultant is engaged in the
geographical area in which Consultant practices its profession and to the sole satisfaction of the
Contract Administrator.
1.3 Assisnment of Personnel. Consultant shall assign only competent personnel to
perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any
time during the term ofthis Agreement, desires the reassignment ofany such persons, Consultant
shall, immediately upon receiving notice from City ofsuch desire of City, reassign such person or
persons.
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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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.
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed ONE HUNDR-ED FIFTY FM
THOUSAND DOLLARS AND ZERO CENTS ($155,000.00) notwithstanding any contrary
indications thal may be contained in Consultant's proposal, for the Services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail.
City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in
the manner set forth herein. The pa)ments specified below shall be the only payments from City
to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all
invoices to City in the manner specified herein. Except as specifically authorized in advance by
City, Consultant shall not bill City for duplicate services performed by more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
a. Serial identifications ofprogress bills; i.e., Progress Bill No. I for the first
invoice, etc.;
b. The beginning and ending dates ofthe billing period;
c. A "Task Summary" containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under this Agreement, and the
percentage of completion;
d. At 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
Services, the hours spent by each person, a brief description of the Services, and each
reimbursable expense;
e. The total number of hours of work performed under this Agreement by
Consultant and each employee, agent, and subcontractor of Consultant performing the
Services hereunder necessary to complete the Services described in Exhibit A;
Receipts for expenses to be reimbursed;
The Consultant Representative's signature.
lnvoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586
2.2 Monthly Payment. Ci ty shall make monthly payments, based on invoices received,
for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City
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f.
shall have thirty (30) days from the receipt ofan invoice that complies with all ofthe requirements
above to pay Consultant.
2.3 Final Pavment. Ci ty shall pay the last five percent (5%) ofthe total amount due
pursuant to this Agreement within sixty (60) days after completion of the Services and submittal
to City ofa final invoice, ifall ofthe Services required have been satisfactorily performed.
2.4 Total Payment. Ci ty shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior
to the submission of such an invoice.
2.5 Hourlv Eees. Fees for the Services performed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Exhibit A
2.6 Reimbursablelxpenses Reimbursable expenses are included within the maximum
amount of this Agreement.
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 EQUTPMENT.
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
spacet as may be reasonably necessary for Consultant's use while consulting with City employees
and reviewing records and the information in possession of City. The location, quantity, and time
of fumishing those facilities shall be in the sole discretion of City. In no event shall City be
required to fumish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and expense,
shall procure the tlpes and amounts of insurance checked below and provide Certificates of
Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the
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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 cornmence 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 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions ofthe California
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident, ONE MILLION DOLLARS ($ 1,000,000.00) disease per employee, and ONE MILLION
DOLLARS ($1,000,000.00) disease per policy. In the 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 of the California Labor Code shall be solely in the discretion of the
Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against City and its officers, officials,
employees, and authorized volunteers for loss arising from the Services performed under this
Agreement.
a General requirements. Consultan t, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined
single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO
MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General
Liability Insurance or an Automobile Liability Insurance form or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggegate limit shall be at least twice the
required occunence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting therefrom, and
damage to property resulting from the Services contemplated under this Agreement, including the
use ofhired, owned, and non-owned automobiles.
b. Minimum scope of coverage Commercial general coverage shal1 be at least
as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.
Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability
form CA 0001 Code 2,8, and9. No endorsement shall be attached limiting the coverage.
c. Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
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4.2 Commercial General and Automobile Liability Insurance.
a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the
policy shall not affect coverage provided to City and its officers, employees, agents,
and volunteers.
4.3 Lto;lessionalLiabilitylnsurance.
General requirements. Consultant , at its own cost and expense, shalla
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($ 1,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be
approved by City.
b. Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no
later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or termination of this
Agreement or completion of the Services, so long as commercially available at
reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the Effective
Date of this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after the expiration or termination of this Agreement
or the completion of the Services. Such continuation coverage may be provided by
one ofthe following: (l) renewal ofthe existing policy; (2) an extended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement of the Services under this Agreement. City shall have the
right to exercise, at Consultant's sole cost and expense, any extended reporting
provisions ofthe policy, if Consultant cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
City prior to the commencement of the Services under this Agreement.
a. Acceptability of insurers. All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in Califomia.
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4.4 All Policies Requirements.
b. Verification of coveraqe. 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. All copies of policies and
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of Insurance must include the following reference:
FY20r9/20 ON-CALL PLANNING (ENVIRONMENTAL REVIEW) SERVICES. The name
and address for Additional Insured endorsements, Certificates of Insurance and Notice of
Cancellation is: City of Menifee,29844 Haun Road, Menifee, CA 92586. City must be endorsed
as an additional insured for liability arising out of ongoing and completed operations by or on
behalf of Consultant.
c.NoliEe qJ Redueliaat qr Cancellation of Coveraqe. Consultant shall
provide written notice to City within ten ( I 0) working days if: ( I ) any of the required insurance
policies is terminated; (2) the Iimits ofany ofthe required polices are reduced; or (3) the deductible
or self insured retention is increased.
d. Additional insuredl 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 of this 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.
e.Deductibles and Self-insured Retentions. Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any ofthe
Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Consultant procure a bond guaranteeing payment oflosses
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 for each
subconhactor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
g Variation. The Contract Administrator may, but is not required to, approve
in writing a variation in the foregoing insurance requirements, upon a determination that the
coverage, scope, Iimits, and forms ofsuch insurance are either not commercially available, or that
City's interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have if
Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option, exercise any of the following
remedies, which are alternatives to other remedies City may have and are not the exclusive remedy
for Consultant's breach:
a. Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work and withhold any
payment, until Consultant demonstrates compliance with the requirements hereof; and/or
Terminate this Agreement.c
5.1 Indemnification for Professional Liability. Where the law establishes a
professional standard of care for performance of the Services, to the fuflest extent permitted by
law, Consultant shall indemnifu, 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 ofany 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 entiry or
individual that Consultant shall bear the legal liability thereof) in the performance ofprofessional
services under this Agreement.
5.2 Indemnification fqr Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant shall
indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and
all of its officers, employees, officials, volunteers, and agents from and against any and all Claims,
where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in
part, the performance of this Agreement by Consultant or by any individual or entity for which
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SECTION 5. INDEMNIFICATION.
Consultant is legally liable, including but not limited to officers, agents, employees
subcontractors of Consultant.
or
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 from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officers, officials, employees, and agents acting in an official capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times durin 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 1.3; however, otherwise City
shall not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to this Agreement. The personnel performing the Services under this
Agreement on behalf of Consultant shall at alI times be under Consultant's exclusive direction and
control. Consultant shall not at any time or in any manner represent that it or any of its officers,
employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant
shall not incur or have the power to incur any debt, obligation, or liability whatever against City,
or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement,
City shall not pay salaries, wages, or other compensation to Consultant for performing the Services
hereunder for City. City shall not be liable for compensation or indemnification to Consultant for
injury or sickness arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any
of its employees, agents, and subcontractors providing services under this Agreement shall not
qualifr 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. LEGALREQUIREMENTS.
7.1 Goveming Law. The laws of the State of Califomia shall govem this Agreement.
7 .2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply
with all applicable local, state, and federal laws and regulations applicable to the performance of
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 oflndustrial 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 Califomia Department of
Industrial Relations C'DIR') pursuant to California Public Utilities Code, Sections 465,466, and
467 by calling 415-703-4774. Appropriate records demonstrating compliance with such
requirement shall be maintained in a safe and secure location at all times, and readily available at
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City's request. Consultant shall indemni!, defend, and hold City and its elected and appointed
boards, members, officials, officers, agents, representatives, employees, and volunteers harmless
from and against any tiability, loss, damage, cost or expenses (including but not limited to
reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any
inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any
party performing the Services of any applicable local, state, and/or federal law, including, without
limitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation ofSection
l78l 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 of the Services, including, without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks ofpayment or non-pa)ment ofprevailing wages
under California law and/or the implementation of Labor Code Section I 781 , 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 shalI obtain
and maintain during the term of this Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notification to Consultant.
8.2 TernEalrqn by Consultant Consultant may cancel this Agreement upon 30 days'
written notice to City
8.3 Conse uences of Termination In the event of termination, Consultant shall be
entitled to compensation for the Services performed up to the date of termination; City, however,
may condition payment of such compensation upon Consultant delivering to City any or all
documents, photographs, computer software, video and audio tapes, and other materials provided
to Consultant or prepared by or for Consultant or City in connection with this Agteement.
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
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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 Agteement. Similarly, unless
authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant
for any otherwise reimbursable expenses incurred during the extension period.
8.5 Amendments. The Parties may amend this Agreement only by a writing signed by
all the Parties.
8.6 Assignment and 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 of Consultant. Consultant may not assign lhis Agreement
or any interest therein without the prior wriften approvaI ofthe Contract Administrator. Consultant
shall not subcontract any portion ofthe performance contemplated and provided for herein, other
than to the subcontractors noted in Consultant's proposal, without prior written approval of the
Contract Administrator. In the evenl that key personnel leave Consultant's employ, Consultant
shall notifu City immediately.
8.7 Survival. All obli gations arising prior to the expiration or termination of this
Agreement and all provisions of this Agreement allocating liability between City and Consultant
shall survive the expiration or termination of this Agreement.
8.8 Options upon Breach by Consultant. If Consultant materiall y breaches any of the
terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the
following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this Agreement;
c. Retain a different consultant to complete the Services described in
Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services
described in Exhibit A that is unfinished at the time of breach and the amount that City
would have paid Consultant pursuant to Section 2 if Consultant had completed the
Services.
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
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materials, including but not limited to those described above, prepared pursuant to this Agreement
are prepared specifically for City and are not necessarily suitable for any future or other use. Any
use of such documents for other projects by City shall be without liability to Consultant. City and
Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other
documents are confidential and will not be released to third parties without prior written consent
ofboth Parties unless required by law.
9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and
perpetual license for City to copy, use, modifu, reuse, or sublicense any and all copyrights, designs,
rights of reproduction, and other intellectual property embodied in plans, specifications, studies,
drawings, estimates, test data, survey results, models, renderings, and other documents or works
of authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which
are prepared or caused to be prepared by Consultant under this Agreement ("Documents and
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-
exclusive and perpetual license for any Documents and Data the subcontractor prepares under this
Agreement. Consultant represents and warrants that Consultant has the legal right to license any
and all Documents and Data. Consultant makes no such representation and warranty in regard to
Documents and Data which were prepared by design professionals other than Consultant or
provided to Consultant by the City. City shall not be limited in any way in its use of the Documents
and Data at any time, provided that any such use not within the purposes intended by this
Agreement shall be at City's sole risk.
9.3 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books ofaccount, invoices, vouchers, canceled checks, and other records or documents evidencing
or relating to charges for the Services or expenditures and disbursements charged to City under
this Agreement for a minimum of three (3) years, or for any longer period required by law, from
the date of final payment to Consultant under this Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible-
9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of
this Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of City.
Under Califomia Govemment Code Section 8546.7, if the amount of public funds expended under
this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be
subject to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3) years after final payment under this Agreement.
SECTION IO.MISCELLANEOUS PROVISIONS.
l0.l Attomeys' Fees. If either Party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision ofthis A$eement, the prevailing
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, however, that the attorneys' fees
awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services
multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the
267 I /03 I E5E-000 I
7630{-21 2 a06tlltl9 -ll-
litigation. The court may set such fees in the same action or in a separate action brought for that
purpose.
10.2 Applicable Law: Venue. The internal laws of the State of California shall 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 A$eement is held invalid, the remainder of
this Agreement shall not be affected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
10.4 Section Headings and Subheadinss. 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 of any breach of a 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 Assigns. The provisions ofthis Agreement shall inure to the benefit
ofand 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 Kyle Garcia ("Consultant's Representative"). The Consultant's Representative
shall have full authority to represent and act on behalf of Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services, using his
best skill and attention, and shall be responsible for all means, methods, techniques, sequences,
and procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
10.8 Citv Contract Administration. This Agreement shall be administered by a City
employee, Lisa Gordon, 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 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 shalI be sent to:
Environmental Science Associates (ESA)
Attn: Kyle Garcia
2121 Alton Parkway, Suite 100
Irvine, CA 92606
Any written notice to City shall be sent to the Contract Administrator at:
2671/03tE5E-0001
7610421.2 ^06/llt19
Citv of Menifee
-12-
29844 Haun Road
Menifee, CA 92586
Attn: Lisa Gordon, Planning Manager
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
10.10 Professional Seal. Where applicable in the determination of the Contract
Administrator, the first page 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 ofRegistered Professional with
report/design responsibility.
10. [2 Integration. This Agreement, including the scope of services attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City and
Consultant and supersedes alI 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 ofconstruction 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 constirute one agreement.
10. l4 Execution of Contract. The persons executing this Agreement on behalf of each of
the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so
executing this Agreement, such Party is formally bound to the provisions of this Agreement, and
(iv) that entering into this Agreement does not violate any provision of any other Agreement to
which said Party is bound.
10. 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
267tl031858-000t
%30a212 a06tll/19 -t 3-
10.11 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.
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.
I 0. I 7 Nonliability of Cit), 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 of the terms of this Agreement.
10.18 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of City in connection with the
award, terms or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of City shall receive
compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of
Consultant, in connection with the award ofthis Agreement or any work to be conducted as a result
of this Agreement.
10.19 No Benefit to Arise to Citv 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 (1) year thereafter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereof, for the Services to be performed under this Agreement.
ISignatures on Following Page]
267rl031858-0001
16JU21 Z n06tl lt19 -14-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as ofthe Effective Date.
CITY OF MENIFEE CONSULTANT
1/.
Mayor
A. Man ng , City
as to Form:
J T elching,ttorney
Leslie Moulton-Post, Chief Executive Officer
Eric or 1Ce President
[Note: 2 officer's signatures required if
Consultant is a corporation, unless provided
with a certificate ofsecretary in-lieu]
267tl031E58-0001
761n421 1106111119 - l5-
,1
.t)
Binzin(yHgf,
Attesta t/ ,ll Zzh--
EXHIBIT A
SCOPE OF SERVICES
Consultant shall provide the following services in the amount not to exceed ONE HUNDRED
FrFTY FM THOUSAND DOLLARS AND ZERO CENTS ($155,000.00).
Preparation and/or Peer Review: Environmental Services
Firm shalt provide environmental services with demonstrated expertise in processing
apptications for various types of projects (residentia[, commercia[-industria[, mixed-use) and
preparing environmental review documents as required by CEQA and/or NEPA that inctude,
but not limited to, one or more of the following planning and environmental tasks:
- lnitiat Site Assessments
- Preparation of CEQA/NEPA studies (ElR, MND, ND and CE)
- Noise Studies
- Archeologicat, CutturaI Resources, and PateontologicaI Resource Services
- Air Quatity Studies
- Traffic Studies
- Greenhouse Gas
- Biological Resources Services, including but not [imited to:
o Biotogical resource technical reports
o Western Riverside County Multiple Species Habitat Program (MSHCP) documents
including, MSHCP Habitat Assessment and Consistency Analysis, Determination of
Biological Equivalent or Superior Preservation (DBESP) reports, and Criteria
Refinements
o Habitat mitigation and restoration ptans
o Sensitive species surveys
o Oak tree surveys
o Fue[ modification reports
o Jurisdictionat delineations/regutatory permitting
o Biological resources construction compliance monitoring and reporting
o Witdtife and regulatory agency coordination (USFWS, CDFW, USACE, RWQCB)
o BiologicaI resource-retated CEQA documents
- EnvironmentaI Mitigation Studies/ Reports
- Coordinate and distribute environmentaI documents and notices
- Mitigation Monitoring and Reporting Plans
- Presentations at community meetings and pubtic hearings
Assignments may also inc[ude third-party peer reviews of environmentat documents and
technicaI studies, generatty related to development apptication review.
2671l011858,0001
7630421.2 c00/00/00 1
b
6 Hourly Rate Schedule
Per the.equrefi6td the RFO. ESA and lhsr subconsdlanls have cordeled Aflachmenl A (Hou'1y Rale &lpdde)
ESA
RFQ 20IE-3
Annual On Call Professional Servic6
(Plenninl Services)
Erurroomenlal Screrce Assocrales
Addre$:550 Wesl C Sreel Surte 750
City, State and Zip Code:S€n orego CA92101
Re6e tro,rdo dglragd tloudy Ral6 lo. each shfi po6rton and Eny othor rnodonH o. aclrtond cosls r6q]r€d rn lhe spa.es polded
bdow lo corpde lie Scope d Wart requredEils
PROPOSED SERVICESt (Pteo* n,E,rk oll thot opplyl
Pl.nnint Sarvic.!
J Generat Planning-Related Development and Land Use Prorect Review service!
J Landscape Desiqn Plan Review Services
i Preparation and/or Peer Review: Environmental Services
I uunicipat Financiat Review Servicer (Fiscat lmpact Anatysis)
HOURLY RATE SCHEOULE: (Pleose list oll ions dntic ted)
Hannrn9/0e!rglr Relrew Senror Managnq qanner s215 00 s22500 s235 00
qanning/Design Relrew Senior Hanns s r9o 00 s 195 00 s215 00
sr65 00 s 170 00Aannrng/DesrOn Revieer s 175 00
Eanning/Desrgn Relie$/Associale Pa ner S L,5 r'0 s 130 00 sr35 00 sl40 00
CEQA SenDr EilrronfiElr ld Eann€,s250 00 s270 00
51E5 00 s:t 15 0c
CFOA Assoa EnMronmenld PlanrEr s 150 00 s r70 00 s 175 00
&dogrcd Resoucos Seiro. 8ldogrsl s250 00
Bdogrcai Reso(ces Erdogrsl s1!0 00 s 1!6 00 s205 00 s215 00
&dogcal Resources Assoclaie &dogrst s160 00 5 r55 00 s I/0 00 s 175 00
Archaedogrcal Resolnces Senror fuchaedogisl s235 00 s245 00 s255 00
IioURLY
RAI€ O)
YEAR2 YEAR3
It21t2) (fr2an'l
SPECIALTY Tanr a
0EscRtPnot{
YEAR I
(20rI20)
YEAR4
@w?4.l
2671l01t 858 0001
763042t .2 IOOIOO/0C)-3-
E;;uitrnt N-.mc:
I
,. r. I lf Archaedogrsl s r!0 00 s 195 00 s215 00
Archaedogrcal Reso[ces Assooale Archaedogrsl s 160 00 s 155 00 s 170 00 s 1/5 00
OrnEle ChangelGHG Sen6r Manager s240 00 s250 00 s260 00 s2/0 00
Ornlale ChangdGHG Senior Assocrale s2z5 00 s235 00 s255 00
Ornate Change/GHG Assooaie s 1i0 00 s 135 00 s 140 00
Ar Qudrty/Nose Senror Technrcd Expal sr95 00 s2 15 00
Ar OudrtyNqse TechnrcalExped sl/5m s185 00 s205 0c
Ar Qldrty/Nose Assocrale Technrcal Expsl s155 00 ! lD, li
Gedo0st/So{s/Hazards Program Manager :, .l s255 00
Ged ognsUSod s/H€zar d Senror TeahnLcal AssocLale sl90 00 s196 00 s205 00 s2r5 00
G€degsUSols/Hazard s 130 00 s 1J5 00 s 140 00
GIS Sr GIS A,rd)sls sj3at!s205 00 s2r5 00
dS Andysl s165 00
Assocrale GlSAndysl s 1J0 00 S I,1!r 0C
LIST ALL AI{TICIPATED REIMBURSAELE COSTS
Nole Ust dl equpmenl houiy rale on a s€pgrale she€l as needed
Oty res€.v6lhe nghl lo negotale ths pflce on a FqeclSy.p.aiecl bors
PTEASE MARK ALL ACKI']Olr'/LEDGEI\,IEI.ITS AIID COMPTETE FOLLOWII'IG SECT IOI I
{ The Proposal provided reflecls any a*ilidral .ddondrm(6) i66u6d y{itr respecl to thi6RFO
{ *OriU, o, *," p.possl indicrl€s wo have aoli*od lhepropos€d wdttst sgra*nall and It
*l.cl.d would accepl rll loms ollho propolad rgroo(norl
Pnnbn! (uack andwtrte)-8 5 x l1 0 l0 per page
Pnnbng (Uack andwtrte)- 1l r 17 0 20 per page
Pnnhng (cdor)- I5x l1 0 40 per page
Pnntng (cdo.)- 1l r l7 0 70 per p69e
Ir6vd rdeage IRS rdeage reflbusernenl rale
REII{ BURSAEN.E COSI OESCRIPTION AIOUMI (.1 co.t)
2671/031858 0001
7610421.2 a00/00/00 -4-
GIS
b
Environmental Sclence Assoc€les
Cornpany l{ame
550 Wed C Slreel Sutle 750
Ai rG!!
San oleqo CA 92 r01
City
619 719 7200
State Zp Code
61$7 r9.4201
Jelephone l,lumber
compary Typ.:
\ Coapoaaton trParlnsship
I l16vdd/Sdo ProFrolo( q srngls m€nber LLC
-4;' -. z-41_ -
Fir tlumh€r
D Linled Liabiily Company {LLC)
OOller
Sgned 8y
ErtRuby
David Neault Associates, lrtc,
RFQ 2018-3
Annurl On Crlt Proferlion.l Servic6
(Planning Servicer)
Conrult nt Name:oavd Neadl Assocrates lna
Addre5s:4l877 EnlerFs€ Crrd€ thdh Surte 110
City, St te.nd Zip Code:Temecula CA 9690
ge6e Follde delaled Hou y R8les ld etri slafl pGrton and anyolher rncrdenlalor adrtond costs reqrrredrr lhe spoces Fo\icled
bdor{ lo cofigele lhe $ope ol Wdk requrremenls
PROPOSED SERVICEsi (Please motk all that opplyl
Plmninl Sorvicas
] General Planning.Related Development and Land Use Project Review Service5
i Landxape Design Plan Reviev, Service5
I Preparation and/or Peer Review: Environmentat Services
J ruunicipal Financial Review Services (Fiscat lmpact Analysis)
2671l03t 858-000r
763M21 2 a00/00/00 5
HOURLY RATE SCHEDULE: (Please list all itions anticipated)
LIST ALL AMTICIPATED REIMBURSABLE COSTS
Nole Usldlequpment iouiyraleona seprale sheel as needed
qty reserv6 the lght lo negoiale ths pnce on a p(qecliy-paoiecl bars
PLEASE MARK ALL ACKI]OU/LEDGMEI'IIS AIIO COI,IPLElE FOLLOWII.IG SECTIOI,I
{ Tho Propo$l p.ovidod r.fi€cts rry rddilio.id adddldlm(d i3!u6d nith r63pect to hi! RfO
{ suunrinl ol trir propor.l indic.t ! w. h.va roviawad tha propo!.d tvrifl.n .gr€.mont lndit
srl6otad nould lcaopl !lllorm! olth6 propos6d lgr6omenl.
David Ne.rult Assocr.rtei. ltrc.
Landscape Ara htoc lure s1/5 @ s 180 00 s r85 00
Lancbcape Ara h lec lu.e
Iandscape Archleclure s r45 00 s r49 00 sr53 00
landscape Archl€c lure Assocrale s1t5 00 sr 18 00 s 12r 00 s 124 C0
IIISPECIALIYTITIIt
OESCRIPTION
YEAR I
(201$A)
YEAR 4
Il}rlzl\
Mieage Rermb[semenl GSA POV Mieage rcnb0rsernenl rales al tme ol hlhng
REIIIBJRSAELE COST OESCRIPTION ArrOUtfi (.t co!l)
Company l{ame
41s77 t ise C[(le North, Suite 140
re33
Tenre(ul.l
City
951.296.3430
stat€Zip Code
951.296.3431
Telephon. ilumber
Comp.ny Typ.:
i Corporation Partnership Trust/tstate
I lndividual/Sole Prop etor or single menber ILC
Fax l,lumber
Lrnlited Liabillty Company ltLC)
Otheriffi,
Signad By
Titt€
267tl0ll85E 0001
163UZl.Z
^OOlO0lO0
6-