2018/10/17 IDS Group, Inc. CIP 19-16 Lazy Creek Recreation Center Improvement ProjectCITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
CIP I9-I6: LAZY CREEK RECREATION CENTE,R IMPROVEMENT PROJECT
, THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
this /7hay ofllkbr,2Ol8 ("Effective Date") by and between the CITY OF MENIFEE, a
Califomia municipal corporation, ("City") and IDS GROUP INC, a Calilomia Corporation,
("Consultant"). City and Consultant may sometimes herein be referred to individually as a "Party"
and collectively as the "Parties."
SECTION I. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to
City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated
herein by this relerence (the "Services"). Consultant will perform subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance with the Scope of
Services. [n the event ofa conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
l.l Term of Services. The term of this Agreement shall begin on October 17,2018
and shall end on October 30,2019 unless the term of this Agreement is otherwise terminated or
extended as provided for in Section 8. The time provided to Consultant to complete the Services
required by this Agreement shall not affect City's right to terminate this Agreement, as provided
for in Section 8.
1.2 Standard of Performancc. 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 Assignment ol Personncl. Consultant shall assi gn only competent personnel to
perlorm the Services pursuant to Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement. desires the reassignment olany such persons, Consultant
shall, immediately upon receiving notice lrom City ofsuch desire of City, reassign such person or
persons.
1.4 Time. Consultant shall devote such time to the performance of the Servrces
pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations
hereunder.
1.5 Authorization to Perlorm Sen'ices. 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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SECTION2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed ONE HUNDRED THIRTY
EIGHT THOUSAND NINETY SEVEN DOLLARS AND ZERO CENTS ($138,097.00)
notwithstanding any contrary indications that may be contained in Consultant's proposal, lor the
Services to be performed and reimbursable costs incurred under this Agreement. [n the event of a
conflict between this Agreement and Exhibit A, regarding the amount of compensation, this
Agreement shall prevail. City shall pay Consultant lor the Services rendered pursuant to this
Agreement at the time and in the manner set forth herein. The payments specified below shall be
the only payments from City to Consultant for the Services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as specifically
authorized in advance by City, Consultant shall not bill City for duplicate services perlormed 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 perlormed and reimbursable costs incurred prior to
the invoice date. lnvoices shall contain the following information:
invoice, etc.;
Serial identifications of progress bills; i.e., Progress Bill No. I lor the first
b. The beginning and ending dates ofthe billing period;
c. A "Task Summary" containing the original contract amount, the amount of
prior billings. the total due this period, the balance available under this Agreement, and the
percentage of completion;
d. At City's option, for each item in each task, a copy ofthe applicabte 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. agen1. and subcontractor of Consultant performing the
Services hereunder necessary to complete the Services described in Exhibit A;
The Consultant Representative's signature.
Invoiccs shall be submitted to
City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee. CA 92586
f.
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Receipts for expenses to be reimbursed;
2.2 Monthly Payment. Ci ty shall make monthly payments, based on invoices received,
lor the Services satisfactorily performed, and for authorized reimbursable costs incuned. City
shall have thirty (30) days from the receipt ofan invoice that complies with all ofthe requirements
above to pay Consultant.
2.3 Final Payment. Cit y shall pay the last ten percent (10%) of the total amount due
pursuant to this Agreement within sixty (60) days after completion of the Services and submittal
to City ofa final invoice, ifall of the Services required have been satisfactorily performed.
2.4 Total Payment. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuant to this Agreement.
2.5 Hourly Fees. Fees for the Services perlormed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Exhibit A
2.6 ReimbursableExpenses 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
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all
facilities and equipment necessary to perform the services required by this Agreement. City shall
make available to Consultant only physical facilities such as desks. filing cabinets, and conlerence
space, as may be reasonably necessary for Consultant's use while consulting with City employees
and reviewing records and the information in possession of City. The location, quantity, and time
of lumishing 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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In no event shall Consultant submit any invoice lor an amount in excess of the
maximum amount of compensation provided above either lor 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.
2.8 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 incuned for Services satisfactorily completed and for reimbursable
expenses as of the date of written notice ol termination. Consultant shall maintain adequate logs
and timesheets in order to verify costs and reimbursable expenses incurred to that date.
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and expense,
shall procure the types and amounts of insurance checked below and provide Certificates of
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 commence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereof to City. Verification olthe 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 Citv and other Insureds.
4.1 Workers' Compensation. Consultant shall , at its sole cost and expense, maintain
Statutory Workers' Compensation lnsurance and Employer's Liability Insurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions ofthe Califomia
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident, ONE MILLION DOLLARS ($ I,000,000.00) disease per employee, and ONE MILLION
DOLLARS ($1.000,000.00) disease per policy. In the altemative. Consulrant may rcly on a self-
insurance program to meet those requirements, but only ifthe program of self-insurance complies
lully with the provisions of the Califomia Labor Code. Determination olwhether a self-insurance
program meets thc standards ofthe Califomia Labor Code shall be solely in the discretion of the
Contract Administrator. The insurer, ifinsurance is provided, or Consultant, ila program of self-
insurance is provided, shall waive all rights of subrogation against City and its officers, officials,
employees, and authorized volunteers for loss arising from the Services performed under this
Agreement.
4.2 Commercial General and Automobile Liabilit y Insurance
a. General requirements. Consultan t, at its own cost and expense, shall
maintain commercial general and automobile liability insurance lor the term olthis 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 MILI,ION
DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General
Liability Insurance or an Automobite Liability Insurance form or other form with a general
aggregate limit is used, either the gencral aggregate limit shall apply separately to the Services ro
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrcnce 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 prope(y resulting lrom the Services contemplated under this Agreement, including the
use ofhired, owned, and non-owned automobiles.
b. Minimum scope ofcoverage. Commercial general coverage shall bcat least
as broad as lnsurance Services Office Commercial General Liability occurrence form CG 0001.
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Additionat requirements. Each of the followin g shall be included in thec.
insurancc coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
b. Any failure of Consultant to comply with repo(ing provisions of the
policy shall not affect coverage provided to City and its ofTicers, employees, agents,
and volunteers.
a. General requirements. Consultant , at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS (S I ,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be
approved by City.
b. Claims-made limitations. T'hc fbllowin g provisions shall apply if the
prolessional 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. [f 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 ol this Agreement, Consultant must provide extended reporting coverage lor
a minimum of five (5) years after the expiration or termination of this Agreement
or the completion ofthe Services. Such continuation coverage may be provided by
one ofthe lollowing: (l) renewal of the 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. ifConsultant cancels or does no1 renew the coverage.
d. A copy of the claim reporting requiremenls must be submitted to
City prior to the commencement of the Services under this Agreement.
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Automobile coverage shall be at least as broad as Insurance Services Office Automobile l-iability
form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
4.3 Professional[,iabilitylnsurance.
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4.4 All Policies Requirements.
a. Acceotabilitv 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.
b. Verification ol coverage. Prior to beginning the Services under this
Agreement, Consultant shall fumish City with Certificates of Insurance, additional insured
endorsement or policy language granting additional insured status complete certified copies ofall
policies, including complete certified copies of all endorsements. 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 Ce(ificate of lnsurance must include the lollowing reference: CIP
19-16z LAZY CREEK RECREATION CENTER IMPROVEMENT PROJECT. The name
and address for Additional lnsured endorsements, Certificates of Insurance and Notice of
Cancellalion is: City of 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
behalf ol Consultant.
Notice of Reduction in or Cancellation of Coverase . Consultant shallC
provide written notice to City within ten (10) working days if: (l) any ofthe required insurance
policies is terminated; (2) the limits ofany ofthe required polices are reduced; or (3) the deductible
or self-insured retention is increased.
d. Additional insured; orimarv insurance. City and its ofhcers, 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 ol Consultant; products and completed operations of
Consultant, as applicablel 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 coveragc shall contain no special limitations on the scope olprotection 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 olthis 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 Sclf-insured Retentions.Consultant shall obtain the
written approval of City lor the self-insured retentions and deductibles before beginning any of the
Services
During the term of this Agreement, only upon the prior express raritten
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 guaranteeing payment ollosses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
[. Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
g. Variation. 'fhe Contract Administrator may, but is not required to, approve
in writing a variation in the foregoing insurance requirements, upon a determination that the
coverage, scope. limits, and forms of such insurance are either not commercially available, or that
City's interests are otherwise lully protected.
a. Obtain such insurance and deduct and retain the amount ofthe 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, untiI Consultant demonstrates compliance with the requirements hereof; and/or
'l'crminate this Agrccment.c
SECTION 5. INDEMNIFICATION.
5.1 Indemnification for Prolessional Liability. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent permitted by
law, Consultant shall indemnify, protecl, 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 lor 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 thereofl in the performance ofprofessional
services under this Agreement.
5.2 lndemnification for Other thau PrqfEssional liqbilily. Other than in the
performancc of prolessional services and to the full extenl pcrmitted by law. Consultant shall
indemnify. protect. def'end (with counsel selected by City), and hold harmless City, and any and
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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 altematives to other remedies City may have and are not the exclusive remedy
lor Consultant's breach:
all of its officers. employees. officials. volunteers, and agents lrom 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 ol this Agreemcnt by Consultant or by any individual or entity for which
Consultant is legally liable, including but not limited to officers, agenls. employees or
subcontractors of Consultant.
5.3 Limitation ol Indemnification for Design Proflessionals. Notwithstandi ng any
provision of this Section 5 to the contrary. design prolessionals 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, registcred 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. 'fhe provisions of this Section 5
shall not release City from liability arising lrom gross negligence or willful acts or omissions ol
City or any and all of its officers. o['f]cials, employees, and agcnts 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 independcnt contractor and shall not be an employee olCity. City shall have the right
to control Consultant only insolar 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 ol Consultant shall at all times be under Consultant's exclusive direction and
control. Consultant shall not at any time or in any manner represent that it or any of its officers,
employees, or agents is in any manner olficers. 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 lor compensation or indemnification to Consultant for
injury or sickness arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary. Consultant and any
of its employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident ol employment by
City, inctuding 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 REQUIREMENTS.
7.1 Govemins Law. The laws of the State of Calilornia shall
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govem this Agreement
7 .2 Compliance with Applic4ble Laws. Consultant and an y subcontractor shall comply
with all applicable local, state, and f'ederal laws and regulations applicable to the perfbrmance ol
the work hereunder. Consultant shall not hire or employ any person to perform work within City
or allow any person to perform the Services required under this Agreement unless such person is
properly documented and legally entitled to be employed within the United States. Any and all
work subject to prevailing wages, as determined by the Director 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 olConsultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained lrom the California Department of
Industrial Relations C'DIR) pursuant to Calilomia 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 attomeys' fees. expert witness fees, court costs. and costs incurred related to any
inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any
party performing the Services ofany applicable local, state, and/or federal law, including, without
limitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation ofSection
1781 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 perlorming the Services to provide any required
disclosure or identification as required by Labor Code Section '1781, as the same may be amended
from time to time, or any other similar law. It is agreed by the Parties that, in connection with
perlormance of the Services. including. without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks ofpayment or non-payment olprevailing wages
under Calilomia 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
elfectuating compliance with such laws. Consultant shall require the same olall subcontractors.
7 .3 Licenses and Permits. Consultant re presents 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 proflessions.
Consultant represents and warrants to City that Consultant and its employees, agents, and
subcontractors shall, at their sole cost and expense. keep in elfect at all times during the term ol
this Agreement any licenses. permits. and approvals that are legally required to practice their
respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain
and maintain during the term of this Agreement valid Business Licenses lrom City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
wdtten notification to Consultant.
8.2 Termination brr Congqlta!! Consultant ma
w tten notice to City.
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y cancel this Agreement upon 30 days'
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8.3 Consequences of Termination. [n the event of termination, Consultant shall be
entitled to compensation lor the Services perlormed 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 soltware, video and audio tapes, and other materials provided
to Consultant or prepared by or for Consultant or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date ol
this Agreement beyond that provided lor in Subsection I .l . Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and agrees
that. if City grants such an extension, City shall have no obligation to provide Consultant with
compensation beyond the maximum amount provided lor in this Agreement. Similarly, unless
authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant
for any otherwise reimbursable expenses incurred during the extension period.
8.5 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
ol Consultant's unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the
professional reputation and competence ofConsultant. Consultant may not assign this Agreement
or any interest therein without the prior written approval of the Contract Administrator. Consultant
shall not subcontract any portion olthe 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 event that key personnel leave Consultant's employ, Consultant
shall notily City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination of this
Agreement and all provisions of this Agreement allocating liability between City and Consultant
shall survive the expiration or termination of this Agreement.
lions un on Breach bv Consultant . IfConsultant materially breaches any olthe
terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the
lollowing:
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.
8.8 On
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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 lor 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 Prop!4y.This Agreement creates a non-exclusive and
perpetual Iicense lor 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
ol 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 Rec ords . 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 lor a minimum of three (3) years, or for any longer period required by law, from
the date offinal payment to Consultant under this Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible.
9.4 Inspection and Audit ol Rec ords 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 ol City.
Under Califomia Govemment 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 payment under this Agreement.
-l l-267 I /01 I 85E-000 I
1630116 1 al0/02/ lE
SECTIONIO. MISCELLANEOUSPROVISIONS.
10.1 Attomevs' Fees. Ifeither Party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision ofthis Agreement, the prevailing
Party shall be entitled to reasonable attomeys' lees and expenses including costs, in addition to
any other relief to which that Party may be entitled; provided, however, 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.
10.2 Aoolicable Law; Venue The intemal laws of the State of Califomia shall govem
the interpretation and enforcement of this Agreement. In the event that either Party brings any
action against the other under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in Riverside County.
10.3 Severabilitv. Ifany provision ofthis Agreement is held invalid, the remainder of
this Agreement shall not be affected thereby and all other parts ol this Agreement shall
nevertheless bs in full force and effect.
10.4 Section Headinss and Subheadines. The section headings and subhcadings
contained in this Agreement are included for convenience only and shall not limit or otherwise
alfect the terms of this Agreement.
10.5 No Implied waiver ofBreach. The waiver of any breach of a specific provision of
this Agreement does not constitute a waiver olany other breach ofthat term or any other term of
this Agreement.
I 0.6 Successors and Assigns. The provisions olthis Agreement shall inure to the benefit
ofand shall apply to and bind the successors and assigns ofthe parties.
10.7 Consultant Representative. All matters under this Agreement shall be handled lor
Consultant by John Silber, Principal Architect ("Consultant's Representative"). 'l'he Consultant's
Representative shall have full authority to represent and act on behalfofConsultant lor 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, Jonathan Nicks. Community Services Director ("Contract Administrator"). Alt
correspondence shall be directed to or through the Contract Administrator or his designee. The
Contract Administrator shall have the power to ac1 on behatf of City for all purposes under this
Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction
or orders lrom any person other than the Contract Administrator or his designee.
I 0.9 Notices. Any written notice to Consultant shall be sent to:
2671/01r 858-000r
7610376 2 a I0/02/ l8 -12-
IDS GROUP INC
Attn: John Silber, Principal Architect
I PETERS CANYON ROAD, SUITE 130
IRVINE, C4,92606
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: Jonathan Nicks, Community Services Director
with a copy to:
City Clerk
City of Menilee
29714 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 oldesign 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 "Sea[ and
Signature of Registered Professional with report/design responsibility," as in the following
example.
Seal and Signature of Registered Prolessional with
report/design responsibility.
l0.l I Riehts and Rcmedies. E xcept 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 lor the same default
or any other default by the other Pa(y.
10.12 [nteeration. This Agreement, including the scope olservices attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City and
Consultant and supersedes all prior negotiations- representations. or agreements. either written or
oral. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason ofthe authorship of
this Agreement or any other rule olconstruction which might otherwise apply.
10.13 CounterDarts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
26? I/031858,0001
7610176 2 a I0/02/ l{l -lJ-
10.14 Flxccution ofContract. The persons executing this Agreement on behalloleach 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.
10.15 Nondiscrimination. Consultant covenants that, by and for itselfl, 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 Partv Beneficiaries. With the exception of the speciFrc 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 Nonliabilitv o fci tv Officers and Emoloyees.No officer, official, employee, agent,
representative, or volunteer of City shall be personally liable to Consultant, or any successor in
interest, in the event ofany default or breach by City or for any amount which may become due to
Consultant or to its successor, or for breach ofany obligation ofthe terms of this Agreement.
10.l8 No Undup lnfluence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of City in connection with the
award, terms or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of City shall receive
compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of
Consultant, in connection with the award ofthis Agreement or any work to be conducted as a result
of this Agreement.
10.19 No Benefit to Arise to City Emoloyees. No member, oflficer, or employee of City,
or their designees or agents, and no public official who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or for one (l) year thereafter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereof, for the Services to be performed under this Agreement.
ISignatures on Following Page]
2671l011858-0001
7630176 2 al0/02/lE -14-
IN WITNESS WHEREOF. the Parties hereto have executed and entered into this
Agreement as of the Elfective Date.
CITY OF MF],NIFEE CONSULTANT
Eill Zimme . Mayor
Manwaring. City Clerk
as to F'orm
T. Melchi ity Attomey
Rami Elhassan, PhD. SE
[Corporation must have two signatures]
IIitmy,P , SE,ED AP
Attest ./ <-,---'
2671/011858-0001
76101?6 2 al0/02/18 -15-
(
EXHIBIT A
2671/01t'158-0001
7610176 2 al0/02/18 EXHIBIl'A
SCOPE OF SERVICES
AA IDS Gnoup
October 9, 2018
City of Menifee
29714 Haun Ro.d
Menifee, C-alifo.nla 92596
Attn: lvls. Bruni Reyeg, Management Analyst
SUBIICTT Propotod Royirion3 to tho Cott Propot.UBudget lor RFP No, 201&7 - tu.htoctur.l
Dcaign/tnginacrin8 Scrviccr forthe [.zy Crc.k Rccre.tion Centei lmp]ovement3 Proied
Dear Ms. Bruni Reyes and Members of the Selection Committee
IOS Group (lDS) Is pleased to submit our revised Not to Exceed Total Cost PropGal to complement our Technlcal
Proposal to provide architectural desitn and endr€erint services in response to the City of Menifee's Request for
Proposal for the Lazy Creek Recreation Center lmprovements-
As reque5ted we have incorporated the following changes to the scope and corresponding fee.
1. Task 2: Site Assessment & Design - For task 2.3 the number of schematic desatn option has been reduced
from three to two? For Task 2.6 Five MeetinSs (includin8 3 public hearinp), the number of meetings has
been reduc€d as there willonly 2 public hearints ae thir project.
2. Tas* 3: Construction Documents - we hav€ updated this task to narrow the number of constrLrction
documents versions (3096,60 Draft, and Final) to 3 versions, (Conceptual,50 and Finalvertions).
3. We luve removed landscapc ardritecture from Task 3 and Task 4. The landscape de{tn devcloped in Task
I and Task 2 wlll function as a Master Plan to be implemented a5 Phase ll of the proiect.
4- Task 4: Construction fupport Services -We have removed Task 4.5 and reduced the number ofcomtruction
phase slte vislts to six by IDS Architectural. Our assistance with Task 4.S and addltional slte vlslts, lf required,
will be provlded as additional services.
The resulting fee schedule has been broken down by Tasks as show below:
Task 1: Project Planning and DesiBn Review 512,9s0
Task 2: Site Assessment and Design 939,747
Task 3: Construction Documents s54,390
Task 4: Construction Support Services S?1,010
Total s138,()|,7
To address the new buildlnS alternatlve, we have the followint teneral observations.
Replacint the existint buildint with d new buildint will result in a buildinB that is a better fit to protram and
would significantly extend the economic llfe of the facilitv, The existing buildinB was built using the
construction practices of the housing tract it was a part of and to the standards of that time. A new building
colld be built to public works facllity standards of today for about th. s6mc constrLrction bud8at. lf you
l Peters Canyon Road Surte 13O lrvrhe Calrlornra 92606 T 949 3E7 asOO A F 9493a7OaOO A www rdsgr com
s
Phase Fee
26? I/03t858-0001
7610376.2 al0/02/18
1
AA IDS Gnoup
wished to keep the existing facility in service during construction a new building location in the park would
need to be identified. Otherwise the facilify toes out of service @nstruction duration.
6. The new building option does not result in significant savings to A&E fees. Those savings are to be found by
s€tting priorities between park site improvements and community center improvements as called for in
paragraph #3 above.
Please feel free to contact John Silber, AlA, if you have any questions or concerns relating to our Fee Proposal.
Sincerely,
l Peters Canyon Road Suite 130. lrvrne Calrfornta 92606 T.949.387.8500 A F:949.3a7_OaOO A www rdsg!.com
267 t/0lt 858-0001
76301?6 2 al0/02/lE -3-
Pincipol Atchitect
ffi)^yt-
log Group - O€tdled Libor rnd F- BrEkdowi
cllY of EI{FEE
4RcrrIECtUFaL SEFVTCES - LAZY CREEN FECREAttoN cEt/rEF lpRot/E aE rrs ptoJEct (R.tt .d octob. e,2ote)
COMPEI{SATION.IPAYi'ENT FEE SCHEIruLE l^ IDS Gnoup
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