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2019/09/01 Infrastructure Engineering Corporation Labor Compliance Services for CIP 18-05 Newport Rd and McCall Blvd Sidewalk ImprovementsCITY OF MENIFEE PROFESSIONAL SERVICES AGREEMENT LABOR COMPLIANCE SERVICES FOR CIP NO. 18-05 (Newport Road end McCall Boulevard Sidewalk Improvements) THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective thts J/.l,{ray of &,lfunfuf,;Z}te ( a Califomia municipal corporation, "Effective Date") by and between the CITY OF MENIFEE, C'C lty") and INFRASTRUCT ENGINEERING CORPORATION. a California C orporation ("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. ln the event ofa conflict in or inconsistency between the terms of this Agreemant and Exhibit A, this Agreement shall prevail. l.l Term of Services. The term ofthis Agreement shall begin on September 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 Standard o f Performance . Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the 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 Assisrment 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 of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 f!4q9. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 26?v011858-0001 763.|471.7 DOa/29119 SECTION2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed EIGHT THOUSAND TWO HUNDRED EIGHTY FIVE DOLLARS AND ZERO CENTS ($8,285.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incured under this Agreement. ln 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 payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreernent. 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 lnvoices. 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 of progress bills; i.e., Progress Bill No. I for the first lnvolce, etc.; b. The beginning and ending dates of the billing period; c. A "Task Summary" containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion; d. At City's option, for each item in each task, a copy ofthe applicable time entries or time sheets shall be submitted showing the name of the person performing the 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 Agreernent by Consultant and each ernployee, 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 si gnature. Invoices shall be submitted to: City of Menifee Attn: Accounts Payable f. 267 t /03 I 858-000 r 763U2t.2 r$n9t19 -2- 1.5 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 Contmct Administrator. 29844 Haun Road Menifee, CA 92586 2.2 Monthlv Pavment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt ofan invoice that complies with all ofthe requirements above to pay Consultant. 2.3 Final Pavment. Ci ty shall pay the last five percent (5%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all 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 payrnent for any extra, further, or additional service pursuant to this Agreement. ln 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 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. ent ofTaxes. Consultant is solel y responsible for the payment of emplol.rnent 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 Agreernent. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of fumishing those facilities shall be in the sole discretion of City. In no event shall City be required to fumish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. 267 vol I E5E-000I 7630,421 -2 60[D9t 19 3- 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 of the 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 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 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 lnsureds. 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 ernployed directly or indirectly by Consultant pursuant to the provisions of the Califomia Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the altemative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the Califomia Labor Code. Determination of whether a self-insurance program meets the standards of the Califomia Labor Code shall be solely in the discretion ofthe Contract Administmtor. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. 4.2 Commercial General and Automobile Liabilitv Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreernent in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occrnrence, combined single limit coverage, for risks associated with the Services contemplated by this Ageement, TWO MILLION DOLLARS ($2,000,000.00) general aggegate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability lnsurance or an Automobile Liability lnsurance form or other form with a general dggregate limit is used, either the general aggregate limit shall apply separately ro the Services to be performed under this Agreement or the general aggegate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use ofhired, owned, and non-owned automobiles. b. Minimum scope ofcoveraee. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. 267tl03lE5E-0001 7630421.2 rm/29/19 4- Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional requirements. Each of the followi ng shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure ofConsultant to comply with reporting provisions ofthe policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. a. General reoutements. 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 ($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-FM THOUSAND DOLLARS ($25,000), it must be approved by City. 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 frve (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 ofthe Services. Such continuation coverage may be provided by one of the following: ( 1) renewal of the existing policy; (2) an extended reporting period endorsemant; or (3) replacement insurance with a retroactive date no later than the commencement ofthe 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 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 Agreernent. 267rl01r858-0001 7630/,21.2 a08n9/19 -5- 4.3 ProfessionalLiabiliwlnsurance. b. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers wilh a Bests' rating of no less than A:VII and admitted in Califomia b. Verification of coverage. Prior to beginning the Services under thrs 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: LABOR COMPLIANCE SERVICES FOR CIP NO. 18 -05 (Newnort Road and McCall Boulevard Sidewalk Improvements), 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 ofConsultant. c Notice of Reduction in or Cancellation of Coverase. Consultant shall provide written notice to City within ten (10) working days if: (l) any of the required insurance policies is terminated; (2) the limits ofany ofthe required polices are reduced; or (3) the deductible or selfinsured 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 of protection 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 (1) year after the expiration or termination ofthis Agreement or completion ofthe Services. A certified endorsement must be attached to all policies stating that coverage rs 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 of the Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respecl to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured 267tl03t858,000t 7630421.2 !08/29119 -6- 4.4 All Policies Reouirements. g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms ofsuch insurance are either not commercially available, or that City's interests are otherwise 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 SECTION 5. INDEMNIFICATION. 5.1 Indemnification for Professional Liabilitv. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnifu, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, offrcials, 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 judgrnent (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 tegal liability thereof) in the performance ofprofessional services under this Agreement. 7 267V01r85E-000r 7630421 .7 aQ8/?,9/ l9 retention levels with a requirernent that Consultant procure a bond guaranteeing payment oflosses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall fumish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5.2 Indemnification for 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 Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant. 5.3 Limitation of lndemnification. 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 during the term ofthis Agreement, Consultant shall be an independent contractor and shall not be an ernployee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pusuant 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 pursuanl to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner 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 qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. SECTION 7, LEGAL REQUIREMENTS. 7.1 Govemine Law. The laws of the State of Califomia shall govem this Agreement. 7 .2 Comoliance with Apolicable 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 of Industrial Relations of the 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 of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the Califomia Department of 2671l03r85E-0001 763042t .2 .OEt2gt t9 -8- Industrial Relations ("DlR") pursuant to Califomia Public Utilities Code, Sections 465,466, and 467 by calling 415-703-47'14. 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 indemnifo, defend, and hold City and its elected and appointed boards, members, officials, oIIicers, 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 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 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 ofthe Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks ofpayment or non-payment ofprevailing wages under Califomia law and/or the implementation of Labor Code Section 178 l, 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 natue that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its ernployees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term ofthis Agreement valid Business Licenses from City. SECTION 8. TER]T'IINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agteement at any time and without cause upon written notification to Consultant. 8.2 Termination by Consultant Consultant may cancel this Agreen,ent upon 30 days' written notice to City 8.3 Conseouences of Terminati on.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 Agreement. 926?t/03tE5E-0001 76304'2)-2 a0E/29/19 8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreemenl beyond that provided for in Subsection l l. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultanl with compensation beyond the maximum amount provided for in this Agreement. Sirnilarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.5 all the Parties Amendments. The Parties ma y amend this Agreement only by a writing sigrred by 8.6 Assignment and Subcontractine. 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 this Agreanent or any interest therein without the prior written approval ofthe Contract Administrator. Consultant shall not subcontract any portion of the performance conternplated and provided for herein, other than to the subcontractors noted in Consultant's proposal, without prior written approval of the Contract Adnlinistrator. In the event that key personnel leave Consultant's employ, Consultant shall notifu City immediately. 8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement. 8.8 ODtions uDon Breach by 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 lmmediately 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 pursuanl to Section 2 if Consultant had completed the Services. SECTION 9. KEEPING AND STATUS OF RECORDS. 9.t Records Created as Part o Consultant's Performance . All reports, data, maps, models, charts, studies, suweys, photogaphs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares 2671/031858-000r 7630421.2 a08/29/19 -l0- or obtains pursuant to this Ageement 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 bul 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 of Intellectual . 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, magrretically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agteement ("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 and Records Consultant shall maintain any and all ledgers, books of account, 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 Agteement for 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 of Records.Any records or documents that Section 9.3 of this A$eement 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 ($10,000.00), this Agreement shall be subject to the examination and audit ofthe State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement' SECTIONlO. IVTISCELLANEOUSPROVISIONS. l0.l Attorneys' Fees. lf either P arty to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees and expenses including costs, in addition to 26?v031858-0001 1610,{21.2 n08t29t19 -lt- any other relief to which that Party may be entitled; provided, however, that the attomeys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct ofthe litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Aoplicable Law: Venue. The intemal laws of the State of Califomia shall govem the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties a$ee thal fial of such action shall be vested exclusively in Riverside County. 10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. 10.4 Section Headines and Subheadines. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.5 No lmplied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.6 Successors and Assisals. The provisions ofthis Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns ofthe Parties. 10.7 Consultant R€gresentative. All matters under this Agreement shall be handled for Consultant by Scott Adamson ("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 City Contract Administration. This Agreement shall be administered by a City employee, Carlos Geronimo, Sr. Civil Engineer ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalfofCity for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee. 10.9 Notices. Any written notice to Consultant shall be sent to INFRASTRUCTURE ENGINEERING CORPORATION Attn: Scott Adamson 41593 Winchester Road, Suite I l0 Ternecula, C A 92590 2671l011858-0001 161U21.2 a08t29/19 -12- Any written notice to City shall be sent to the Contract Administrator at: City of Menifee 29844 Haun Road Menifee, CA 92586 Attn: Carlos Geronimo, Sr. Civil Engineer 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 sigrred 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 reporVdesign responsibility," as in the following example. Seal and Signature of Registered Professional with desi bili 10. I I fuehts and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies ofthe Parties are cumulative and the exercise by either Party ofone or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 10.12 Intesration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations. representations, or agreements, either written or oral. The terms of this Agreemenl shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.14 Execution ofContract. The persons executing this Agreement on behalf ofeach 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. 2671/011858-000t 163U21.2 d08129/tq - 13- I 0.1 5 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance ofthis Agreement there shall be no discrimination against or segegation 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 specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.17 Nonliability of Citv 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 of any 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. I 0.1 8 No Undue lnfluence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No ollicer 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 thet 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. [Sigrratures on Following Page] 267rl03r858-000t 163U11.2 a08t29/19 -14- IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. CITY OF MENIFEE City ManagerArm.ando G ofScott Adamson, Vice-President Construction Management A S A. as to Form: City Clerk CiJ Vicki haw, Secretary fNote: 2 officer's signatures required if Consultant is a corporation, unless provided with a certificate of secretary in-lieu] 267tl03185E-0001 7630{21-2 a08129/ l9 -15- CONSULTANT a;eo4 4.rn /'1 EXHIBIT A SCOPE OF SERVICES 26?t/01t858-0001 763U21.2 ro8l29/19 EXHIBITA ft Crty of Menifue: Request for PricelQuotation MENIFEE l{Gi 3.rbr. 86r- 'l'. Poject Name CompEhensirc labor Compliance Services (CA State) for CIP'18-05- Newport Road and McCall Boulevard Sidewalk lmpro€ments. Goods^€rvice R€questd (Shat Delcridon): Cornprehensive labor Compliance Services coordination induding hrt not limited to, Pre-Construction Meeting, Progress [reetjngs, verificaton of eligibility,job site interviews, laboi compljance monito.ing, and project r@ning, ara other applicable state of Califomia labor compliance requirefiEnts RequesEd qa Margarjta Corr€lo D6E RequesEd: 8282019 DepartrrEnt tl nance Response Dedline (Date & Iime): September 04, 2019 at 2:00 p.m Clarification of specjficatims is to be direded to: AcaepEd Response t ethods: a t. El Mail: City of irhnifee (1,1/tr,t k r(',ei,ad W Re,rr,t@ 'Etrldirp hnk.I..n ,1 Re9u6t) Atbr: t argarita Corrq-o. firEncial Servics Managet 29844 Hauo Road trrenitue, CA 92586 tr h- Person: City of Menifee (Must b rcceived by Respohse Deodihe lndkdted k Req@n) Attn: 29844 Haun Road [rer fee, CA 92586 Goodl EqulpnEnt Sen ies Rquescd Detsil^pec,fcatiors: lreEdtre*dfi[rldi1. Se € as the primary contact person br issues relaed to labor standards. Tle coosultant shall atterd the preconstr.ictioo confurence to provide the contractor aM subcontractorG) with contractor labor comdiance handouts and review the applicable labor standards requirements as required by state of California labor cornpliance requirements 2 Obtain applicable state wage rate decisions as required by DlR. Ihe applicade wage rate decisions shall be pro\,/ided to the primary contractor and all subcontrrtors. Consultant is to p(ovide these rates in a birder for ttE Prime Co.rvactcr to post at ttE jobsite Consultant will be required to inptjt in a form tt€ State wage rate for each dassification ttlgy review. 267rl031858-0001 761042 L2 a00/00/00 EXHIBIT A *.\lli I -lJ--WI ,ilrwhlv:\l I xil F t'7 i li t,',, t :,1 fr 0 ffi City of Menifue: Request for Price/Quotation MENIFEE iacw. 3.ner. g.n. 'i,:lll' 3 Verify contractor and subcontractcx(s) digitility through the State Co.rtr{to/s ticensirB Board , OIR Contracto( regi5tration, and state debaned list Consultant is to keep all information fieat and ordedy in eadr individual contractor/subcontractor files. 4. Provide conuactors and sukonfactors with required certification statements and contract language requirernents. 5. (oordinate consbuction activity be,tween City and Conu{tor to €ngrre tirat tlE minimum 10% of each trade on site interviews. 6 Assist in pro€essing pay apdicaton and change orders. 7. Assist in processir€ Request for lntormation as it relates to labor standards. 8. Conduct labor standards activities to ensure compliance with applicable DR regulations. I Venry Dfi apprenticeship requirernents and proper outrea(h required (DAs fo.ms) '10 Veriry Contractor^ubconurto.s fringe Beneft Staterner'ts lnsl,6rr RequireflErts: Fh(bd !-dd^-ra Fodder b Fs,ld. iwnrE ordfioe! dudlE PurdE fr.,rcdllnd plG) E General tiabiliqf E Auto.noLile lnsurance' I Worker's Compensation tr N/A E Professional tiatility lnsurance' ' Cily ol Menifee musl be listed os oddilionol insurcd FmdlrE Soule(s): E l-o:al tunds: O Other turdirg E tederal:-O srate: Gpeciry) (spec't) g.tiact tD Pllt dling WrgCS nqullflE lts: (onstslrton, alEr.lin &mCitioq inbl,alix! rniinemn(e, or repan ro.t) E Yes tr l.lo (Mud Connrudbn wor*, not lfur codi ce (qofasiutol seflkes, EstmaEd Prcict Shrt Drb & Duration: ClP lS-05 generally consists of but is not limited to remorr'ing existrng 661'16psL, asphalt, base, vegetation, signs and other items, constrLrting concrete curb and gutter, sidewalk, retaining wails, minor drainage structures, and ADA ramps; construd AC berm and AC sidewalk and SignirB and striping The total estimated construction costs including construction ontirEency is t284,0m.00 2671l03t858,0001 7630421.2 300r'00/00 I ffihi,* ir;I , i if - {,'' .. i . -ilr?fi:r.t;rt, 'ti4rf :.ir,;'.,t '.. iyq 'W ft City of Menifee. Request for Price/Quotation MEilIFEE NGr. B.lLr. A..l. I1,"1. this oniecl is '100* furded with local lixds [stimated consfwtjon period tor co.ndetion ol the pr+ct is 35 r,arking days ADMONAL ]IRMS & CONDMOt.ls FIRM QUOTATION: All quo€(Dns shall rernain firn for at le6n nirEq, (9) days. TAXES: The quoted amount m!st irrlude allapplicable taxes. lf taxes are not specificaly ideotffied in the quotation it will be assurned ihat they are included in the total quoted TAXEs, PERMITS & fEES TiB rlrcetdul bidder thdl pay tor arE irdude all federal, ttate and locd taxes dired or irdirecl upon all n€teridr; pay all fues for, ard obtiin all ne<estary permits dd licenser, unless ot €rwire rpe(ified lErdn. sPECIFICAIIONS AND tQuAtS: Brand nanEr, where usd, are a rn@nr of establishi'4g quality and sve. Biddec are inviled ro quole frdr equab. Ahernate offtf' ae lo be $pported by literature, f,,hich fully describer items lhat you are Udding No aceptions to or deuialioos from thir lpecificatbo will be contidered urle.r ea(h et(eption or deviatbn is rpedfkally stated by the Udd€r, in trle derignrted pla<et. lf no oceptions or deviatoos are shown, the bldder will be requked to furrirh itern5 eracdy as specified herein The burden of troof of compliance with this specifiaation i5 the responsibility of the bidder 'IrE ol delivery is a pdt of tlE consideration and mutl be stated in definite terms and must be 6dhered to F O.B Point shallbe degtirEtion or freighl charger mun be (aed Ea<h il€m sl€llbe reparately bil. Pricer should be stated in urits specifi€d herein. All applkablecharges must bequoted; charges on invoice not quoted herein lyill be disallou€d. All bids nr.,st be dated ard rigrEd with the firm r nane and by an auborized offcer or eriplq€e. Bids received after the (losirE date^inE will NOT be considered. The Cny of Meflifue reserves tIle right to rged any and all bids and to waive intorhalities or irregularities in bids. Alier award, all bids rllall be open to public inspection TIE City of Menifue assumes rio responsibility for the confidentiality of inforrnation offered in a Ud. 26?r/031858-0001 763042 L2 a00/00/00 -3- ., \,1[I +L- II ft MENIFEE City of Menifue: Request ficr Price/Quotation (1,,, ..',.',t 1 ,1.,', '. : ,pr.'' :, .:, \:,v .:) Brdder Response I orm Prqect Ntne Cornprehensive tabor Co.npiarre seryices (CA State) for CIP 18-05- l'.lewport Road and Mccall Eoulevard Sdewalk lmprc /ernents. Respone Eadline September 04,2019 at 2:00 p.m Goods/Sslie Reqt.Esbd 6hdt Desoidm): CcmprdEnsi\€ tabor Comdiarre SeMces coordinatjon indudirE hrt not li.nited to, Pre-Coostrudion Meeting, Progress ireetiogs, verificaton ol eligitility,.iob 5ite interviews, labo( cornpliarKe rnonitodrq, and pciect r@rtirg, ard other applicade state of California labor @mpliance.equirern€nts. Phgse noie, retlr/njE to lhb ReW6t lot hifJQutu,on h not on ofrel or o Ahdihg @Dtoct A @nttocl will b estoflisH otlly wlBh tllc vertot ot seryi@ ptovidet ocl,rpb on oftr fton the City of MenilP-. o,l(P- the Cily lw seked o,Endor q teryi.t ptoyideL the se&ed entity MUS| t@ite o Putfiose O,ldet (PO) tton tllE Cily 6E E ,Endor/j€/vi! ptwide @n g@ wih he rqucst Company *u"." lnfastructure Engineering Corporation Address.41593 Winchester Road, Suite 110 C,ty Temecula Slale CA Zip a 92590 InrailAddress:sadamson @iecorporation. com Phone 858-2434977 Applicable Licensds) 0 N/A Description Liaense Number: DIR Registralion Number' (r):q N/A ' Regt itd br proU<E which inra.tre @hsttu(lion, aftqdioa, deodtioh, bnolotioa, .,gint€r',iire. or tepai flort ?hot rcgubes ptltpnl o{ qeloiling wq6 ANO @e qedet tl,,,n t25,N lor nev @ns/rwlion, dt6dioo, it6ldlotbn, &nblitbn ot pp{it OR grpote. th@1 t15,(W lot nvhterwre \w Cornprehenrive Labor Cornpliance Services Lump Surn l $8,285.00 TOTAT 1os.z85.mI 26?r/03t858"0001 763042 L2 a00/00/00 -4 i,lfii l; Iil.. -rl*-WI ,4tt.... tt r{{, r,l,WffEml|Jil "tryliti'l,itif 'ly.t, ffi City of Menifue: Request for Price/Quotation MENIFEE N.r. A.n r. A..t 'I Addripnal QJote Detalls (,nalu9on/exclus(]n etd Much of the scope of work agreed to as part of this proposal is dependent on the duration ol the construclion schedule. The above lump sum quote of $8,285.00 (Eight Thousand, Two Hundred and Eighty-Five Dollars)was developed utilizing the specilied 35 working day schedule. Should the schedule extend beyond the 35 working day schedule, additional budget may need to be negotiated Add[rooal Atta:hnEnts (OptlonaD: l,leare br€6y descriua any atta(hrnen$ rflcluded with the respor]se. ( ,,,n,r,.,,1 , ScottAdamson, P.E. ,,, Vice-President of Construction Management t,ndersiJned agrees to furflish the commcdrty or serviaes stif\rlated above, any aldenduro(s) isi'€(j. and any appliaarie attachrr€nts at the flke and term5 slated within the reqr€!t. ln addition undersiEnal agrees to provlje any applaable insurance req,rirenEnts as identi6ed with thit requegl. Alrll,or?ed Sr.nature:D.." 08/30/19 267rl03r858-0001 76104?t.2 aco/o0t90 5 ,\,lri I .,.L- t!