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2019/01/30 Infrastructure Engineering Corporation Labor Compliance for CIP 18-08 Adams Ave Street Improvements ProjectTHIS PROFESSIONAL SERVICES AG tnis J/t day of (tlrrn"+ . 20 I 9 ("Effective a Calilomia municipal 0orporation. ("City") CITY OF MENIFE,E, PROFESSIONAL SERVICE,S AGREEMENT LABOR COMPLIANCE SE,RVICES FOR CIP NO. I8.08 (ADAMS AVENUE, STREET IMPROVEMENTS PROJECT) RFIEMENT ("Agreement") is made and effective Date") by and between the CITY OF'MENIFEE, aNd INFRASTRUCTURE ENGINEERING CORPORATION , a Califomia Corporation ("Consultant"). City and Consultant may sometimes herein be referrcd to individually as a "Party" and collectively as the "Parties." SECTION I. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the "Services"). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. ln the event of a conflict in or inconsistcncy between the terms of this Agreement and Exhibit A, this Agreement shall prevail. l.l Term of Services. The term o[ this Agreement shall begin on January 30, 2019 and shall end on September 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 Standardol'Pcrlbrmance. 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 prolession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satislaction of the Contract Administrator. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. [n the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City ofsuch desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 267tl01lE58-0001 '7630421 1 aA2/19/19 -l- 1.5 Authorization to Perfbrm Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until reccipt ol authorization lrom the Contract Administrator. SECTION 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed THIRTEEN THOUSAND SEVEN HUNDRED NINETY FIVE DOLLARS AND ZERO CENTS ($13,795.00) notwithstanding any contrary indications that may be contained in Consultant's proposal. for the Services to be performed and reimbursable costs incurred under this Agreement. In the event ofa conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant lor the Services rendered pursuanl to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments lrom 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 specitically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: a. Serial identifications of progress bills; i.e., Progress Bill No. I lor the first invoice, etc.; b. The beginning and ending dates ofthe billing period; c. A "Task Summary" containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion; d. At City's option, for each item in each task, a copy ofthe applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee. agent, and subcontractor of Consultant performing the Services hereunder ncccssary to complete the Services described in Exhibit A: Receipts for expenses to be reimbursed; The Consultant Representativc's signature. lnvoices shall be submitted to: City of Menifee Attn: Accounts Payable 2671l031858"000 t 1610421 2 ^02/ 19/ 19 1 t 29714 Haun Road Menifee, CA 92586 2.2 Monthlv Pavment. Ci ty 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 Payment.City 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 satisfaclorily perfonned. 2.4 Total Payment. Ci ty shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agrcement is modified in writing prior to the submission ofsuch 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 Ex . Reimbursable expenses are included within the rnaximum amount of this Agreement. 2.7 Paym ent ofTaxes. Consultant is solel y responsible for the payment ofemployrnent taxes incurred under this Agreement and any federal or state taxes 2.8 PaYment u Termina tlon.In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as ofthe date of written notice of termination. Consultant shall maintain adequate logs and timeshee(s in order to verify costs and reimbursable expenses incurred to that date. SECTION 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of fumishing those facilities shall be in the sole discretion of City. ln 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. 26?l/031858-000t 7610421.2 a0l/10/19 -3- 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 a[[ insurance required herein for the subcontractor(s) and provided evidence thereofto City. Verification of the 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 Liabilit;, 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 lnsurance 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 MlLLION DOLLARS ($1,000,000.00) disease per policy. In the altemative, Consultant may rely on a self- insurance program to meet those requirements, but only if the pro$am of self-insurance complies fully with the provisions of the Califomia Labor Code. Determination of whether a self-insurance program meets the standards ofthe Califomia Labor Code shall be solely in the discretion ofthe Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. 4.2 Commercial General and Automobile Liabi litv Insurance General . Consultant, at its own cost and expense, shallan maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occunence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TwO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against clairns arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use ofhired, owned, and non-owned automobiles. b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occulrence lbrm CG 0001 4267tl0lt85E-0001 1630!,21.2 aolt30t19 Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. Additional ul . Each of the following shall be included in thec insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 ProfessionalLiabili tv Insurance. a. General requirements. Consultan t, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($ 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-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City. b. Clainrs-made li mltatlons . The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date ofthe policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion ofthe Services. Such continuation coverage may be provided by one of the following: ( I ) 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 olthe 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 Agreement. 2671/03t85E 0001 7(,30421 2 a0l/30/10 5 4.4 All Policies Requirements. a. Acceptabilitv of insurels. All insurance required by this Section is to be placed with insurers with a Bests' rating of no less than A:VIl and adrnitted in Califomia. b. Verification of coverase. Prior to beginning the Services under this Agreement, Consultant shall furnish 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 cetified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate oflnsurance must include the following reference: LABOR COMPLIANCE SERVICES FOR CIP NO. 18-08 ADAMS A VENUE STREET( IMPROVEME R . The name and address for Additional Insured endorsement s, 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 ofConsultant. C Notice of Reduction in or Cancel latio n of Coverase. Consultant shall provide written notice to City within ten ( l0) working days if: ( I ) any of the 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 insuredl orimary insurance. Ci ty and its offrcers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope ofprotection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (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 ls primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. Deductibles and Self-insured Retentions. Consultant shall obtain thee. written approval of City for the self-insured retentions and deductibles before beginning any ofthe Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured 267t'0t lE5E 000t 7610421.2 .01/l0rl9 -6- retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. i 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 ofthe requirements stated herein. g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms ofsuch insurance are either not commercially available, or that City's interests are otherwise fully protected. a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. SECTION 5. INDEMNIFICATION. 5.1 Indemnification lor Professional Liabili tv Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, "Claims") to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance ofprofessional services under this Agreement. 5.2 lndemnification fbr 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 26?r/011858-000t 76.10421.2 a0l/30/19 -7- 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 orpolicy 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 for Consultant's breach: 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 employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment ofpersonnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall not al 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 ofCity. 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 lor or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the Califomia Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. SECTION 7. LEGAL REQUIREMENTS. 7 .2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of lndustrial Relations ofthe State of Califomia, will be the minimum paid to all laborers, including Consultant's employee and subcontractors. It is understood that it is the responsibility ofConsultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the Califomia Department of 8 267V03 r858-0001 7630421.2 o0l/10/ lg 7.1 Goveminq Law. The laws of the State of Calilornia shall govem this Agreement. Industriaf Relations ("DlR") pursuant to California Public Utilities Code, Sections 465,466. and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City's request. Consultant shall indemnifo, 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 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 l78l , as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in corurection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shalI bear all risks ofpal,rnent or non-pay.ment ofprevailing wages under California law and/or the implementation of Labor Code Section I 781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same ofall subcontractors. 7 .3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents. and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective prolessions. 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. TERMINATION AND MODIFICATION. 8.1 Termination. Cit y may cancel this Agreement at any time and without cause upon written notifi cation to Consultant. 8.2 Termination bv Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City. 8.3 Consequences of Termination. In the event of terminatio n, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payrnent 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 tbr Consultant or City in connection with this Agreement. 926?1/01t858-000t 7610421.2 a0180119 8.4 Exlension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for 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 for in this Agreement. Similarly, unless authorized by lhe 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 signed by 8.6 Assisnment and Sub contractlns.City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence ofConsultant. Consultant may not assign this Agreement or any interest therein without the prior written approval ofthe Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant's proposal. without prior written approval of the Contract Administrator. [n the event that key personnel leave Consultant's employ, Consultant shall notify 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 Options upon Breach bv Consultant. IfConsultant materiall y breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: a.Immediately terminate this Agreement: b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services described in Exhibit Al and/or d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services. SECTION 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares -10-2671/031858-0001 1630421.2 ^Oll3Ot19 or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property ofcity. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. Il is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent ofboth Parties unless required by law. of lntellectual This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellecnral property embodied in plans, specifications, srudies, 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, magneticalIy, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents and Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 9.3 Consultant's Books and Records. Consultant shall maintain an y and all ledgers, books ofaccount, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum ofthree (3) years, or for any longer period required by law, from the date of final palment 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 Insoection and Audit of R ecords 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 wriften request of City. Under California Government Code Section 8546.7, ifthe amount ofpublic funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, aI the request of City or as part ofany audit of City, for a period of three (3) years after final payment under this Agreement. SECTIONTO. IVflSCELLANEOUSPROVISIONS. l0.l Attornevs' Fees. If either Party 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 9.2 L 267t10 E58-000t 7630421.2 a0l/10/19 -l l- 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 Apolicable Law; Venue. The internal laws of the State of Califomia shall govern the intelpretation and enforcement of this Agreement. ln the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County. 10.3 Severability. Ifany provision ofthis Agreernent is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. 10.4 Section Headinss and Sub headinus The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwrse affect the terms of this Agreement. 10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver ofany other breach ofthat term or any other term of this Agreement. I 0.6 Successors and Assiqns. The provisions ofthis Agreement shall inure to the benefit ofand shall apply to and bind the successors and assigns ofthe Parties. 10.7 Consultant ReDresentative. All matters under this A greement 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 inistration. This A greement 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 Temecula. CA 92590 267il031858-0001 7610421.2 a0l/10/19 -12- City of Menifee 29714 Haun Road Menifee, CA 92586 Attn: Carlos Geronimo, Sr. Civil Engineer with a copy to City Clerk City of Menifee 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 ofdesign specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the reporVdesign preparation, The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature ofRegistered Professional with desi re onsibili l0.ll Rishts and Remedies. Ex cept with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies ofthe Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, ofany other rights or remedies for the same default or any other default by the other Party. 10. l2 Inteeration. 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 Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.13 Countemafis. 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 behalfofeach of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such 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. -13- Any written notice to City shall be sent to the Contract Administrator aI: 26?l/031858-000t 7630421 2 a0l/30i l9 10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance ofthis Agreement there shall be no discrimination against or segregation of, any person or group of persons on accounl 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 Nonliabilitv of Citv Offrcers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event ofany default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach ofany obligation ofthe terms of this Agreement. l0.l 8 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee olCity in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award ofthis Agreement or any work to be conducted as a result of this Agreement. 10.19 No Benefit to Arise to Citv Emplovees No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his,/her tenure or for one (l) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. ISignatures on Following Page] 267tl031858-0001 7610421.2 a0l/10/19 -14- IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. CITY OF MEN EE CONSULTANT S- lf /y'r- e,-*ao $. vltto3ity traunog., S Manwaring, City Clerk toF elching, City Scott Adamson, Vice-President Construction Management of J Vicki Shaw, Secretary [Note: 2 officer's signatures required if Consultant is a corporation, unless provided with a certificate of secretary in-[ieu] - l5-2671/011858-000r 7630421 2 a0l/10/19 I EXHIBIT A SCOPE OF SERVICES ?671/0't 1858-0001 7610421 2 o0l/30/19 EXHIBIT A ft MENIFEE City of Menifee: Request for Price/Quotation New. Bcner. Best. 3. Verify conlrador and subcontractor(s) eligibility through the Slate Contractor's t icensing Eoard and Iederal debarred list (www iafr',o,-,v registrations). Consultant is to keep all information neat and orderly in each individual contractor/subcontractor files. 4. Pror'ide contractors ard subcontractors with required certification statements and contract language requirernents. 5. Coordinate constructjon activl'ty txtween City and Contractor to ensure that the minimum 10% of each trade on site interviews. ; Ai'-tr ,r, r,_t t-.i:y:i:r-r -'-1,- , i l-L:i'ra. -,Lt.r iA lr'1 . 'r.i R.,.111., 1.'l'r",. .r 1r';)1': .11 l itirr'1.-,i,1 ( rr.l r-:rl ' ::;i'r.l:i'L:. J-171 1_ 'r:rr, ri i;r v{";i:a _i,l',_DlR',:.) lil -rr f, V:r yl)lllr:r; :-:l ;.'il ':.:.:i,:,r..".. ii (: r'i,,.' Lrri.: I ':.r,,r:.r lDn\'.r,'.) ' V r\,( ''ri,--r/S,ri f ''i: Irr,) [].,'r-ilslirr rr',,ri lnsufan@ RequiremenE: (seleded veMq/seryh Forder b p.E nde trEurarE cGrticEts durirg PurclEe oder/contact proc€ss) I (1.r ,:'ir Iirl ly' El A.. ',,,,,l-r,:;rt -' E W 'i ' (, r:r[]' .l ' I tr NiA 8 1,,, jr . r."rt [,:1, iry l.r:.L.rr;r, .,:' ' ( ir/ t.l tlrtit'; 'rtLttl ltt'iisLtlts tttitiitrt':;tl t tLtt'<l Furding Sa.rce(s): m I ,i, r..'i:lr: B Othcr tundinq I tcd.r;l: CDBG (HUDI ! St;',:: 26? liol l85E-000 t 761042t.2 a01130/19 EXHIBIT A ti I I u ,i ft City of Menifee: Request for Price/Quotation MENIFEE New. Better BerL Project Name: Comprehensi\,E Labor Compliane SeMes (Heral (CDBq and CA State) for CIP 18-08 (Adams Arrenue Strcet lmpro/emenB ProjecD Goods^€Mce Requested (Short Desqiptjon):t I ( : \ :"t,i t, 1.1 :. : , \ t.lll ..filt I l),, li .lllll). .: i i ). RequesH By l,l ',:.,' .: ( 'r DaE Requesbd: i ,' ' Deparfnent I Response Deadline @ate & Iirne): January 18, 2019 at 2:00 p.m Caifot sr of +edfcations is b be direGd b: AccepEd Reponse Ivlethods: x I tr Mair City of t\renifee (Must & Keived W Respong- Deodtne lfficoted in Re4,es, Attn: Margarita Conejo, Contracl & hocurement Administrato( 29714 Haun Road Menifee, CA 92586 t, ( , t.l. . ., lt lt : 1,1 ( r, (Mutl lx teLeiv.l by Response Deodli)e lndicale\l ot Requ.,sl) C,oods, Equiprnent Services RequesEd Detailrspeofications: Scooe ol $/ork will include: .:'.. . r .', 1- . llll ',. l) l(, l' \ I l.ll)t '1.11 i lllll , 2. Obtain apfricatJe state and tederal wage rate decisions as required bry DIR and the Davis Bacon Act. The applicable wager rate deosions shall be provided to the primary contractor and all suba-ontraalors. Consultant is to provrde these rates in a birrier for the Prirne Contractor to fr)st at thejob6ite. Consultant will be required to input in a torm the State ard federal Wage Rates tor each dassificaticnl they reviev{. The City wil need to see the botlr rates (Fedaal and State) sidebysidetc) see which is the highest. l 267tl01tESE-0001 7610421.2 a0180/19 EXHIBIT A - \,1/, t J') friWi|i,,i;, ''.r,i ,'r..: ' :'' 'i;t 'I tr MENIFEE City of Menifee: Request for Price/Quotation New. Better. BesL 2. Ilemoval and dilposal of existing asphalt concrete, PCC sidewalk, street signs, fences and other facilities as shown in the Construction Dra irEs. 3. llemove all existing conficting rtriprng. 4. Provide Conskuction Survey ard Staking 5. Grading, including o(avaticn and compaclron fo pavfilent subgrade. 6. Construct 4'AC o/er 6'Class ll Aggregate Base 7. Constnrt Curb and Gutter 8. Construct Residentjal Driveway Aprons 9. Consfuct s-feet wide si'Cewalks 10. Ccnstruct ADA cornpliant pedestrian ramps. 11. Relocate exist ng rnailboxes '12. PMRt knrb seal with 3/8' screenings. 13. MicJosurtacing. 14. Raise to grade exi$ng water meters, manholes aM vd\€s per City and IMWD standards. '15. lnstall street siqns, s[ipirg ard pavsnent rnarkir€s as shown in the ConstrLdion Drawings. All stripir€ aM pavement markings shall be therrnoplastic The total estirnated construction costs induding construction contingency is t480,000 Ttis pnied is lOC% CDBG ftderdv turdedl. [ 't rr];.j'.i: .l,r.1rLr' :'rr'i' L-l t-, -rr|rit-i_iii:Lel.''+-::45r,1.''ki',lf;,y: ADDMOMI IERI,IS & @NDMONS ri[/r-i' TA-i \ A ,.i.r:.:.rtr.. r, r,-,],.r,,il| t;,r u: i::;:i nir:ly p0) ci:y TAXIS: Tlre quoted amount must ir(lude all appli(able taxes. f taret are rlct specifically idetified in the quotatbn ;t nill be assumed that they are irrluded in tlE lotal quoted. 'lAXlS, Pl RMll5 & Ft t Si the suc(essful bidder f|all pay for and include all fuderal. stale and lo(al taxes dire.J or irdirecl upon alL materials; pay all fees fq, and obtain all necessary perflits and license5, unless otherwise spedfied her€:in. SPtClf CATIONS ,ND IQUALS: Brand name5, where used, are a means ol estauishrtp quality and style. Bidder5 are in ited to quote their equals. Alterrate offerr are to be supported by literature, whkh fuly detcribes items that you are bidding. Ng o(eptionr to or dsr'iations lrom this sp€(ificatbn will be considerKl unless each exception or de'Jiation is spedficafiy stated by the bidder, in the designated daces. lf no e*-eplions or devrations are show4 ttle Udder will be rLluired to furdsh items era<1y as pecilied herein- T}'G burden of prool of compliarEe with this spe(ification is tlE responsibil y of the biddetr. IinE ot delivery ir a pad oJ the conrideration and mun be nated in definite termt and mutt b€ adhered to. F-O.B. Poifi slEll be destirElion or freight chages nust be stated. 267tl03t858-000t 7630421.2 a0l/l0rl9 EXHIBIT A ff.E; | 1:' i,',!,:,,:, :,' ;' 1'Y1tsIJ,'..tta[7, t ry,|ffiffi,t\,y, t il,["t ft City of Menifee: Request for PricelQuotation MENIFEE New. B€tter. BesL fi:l Bidder Response Form Poject l.tame: I ':r. Response DeadlinE 1.. ..,'/ :. ' ',',.'. " ,' Goods^eMce Requested (Short Desoiption). r i l, 1 \ . t' i l.i .1, I ll , 5 l llil ''.lrt I I l, l[J] Plase n4, r6pne to thit RqJ6t tu Pidq)eiLn is nd an fu, u a Undng dfiact A dfiad will b 6EUfu q y whst tlE wfur q svicE Fwi& a@ an dv fian tte Ci|, d Maifa oG tlF- City lus N a van&r d stu pfu, dre W sW MUST twiE a Pudtse tu (rc) fian dE Cltyfu tel,E,e./svfutrwl&@npdwilh E rsl$t i.,.!\,. r lnfrastructure Engineering Corporation Addre5 . 41593 Winchester Rd., Suite 110 .,u Temecula .,.,", CA 2",_.1".92590 r , .i ^:. jri,ii sadamson@iecorporation.com -, ,.,,,_ 858-243-4977 ii Liaen!e N!mber E, ' Requtd lu ptoi,cts $hich intolw codruction, ollerclion, &fiolilion, intdlolbn, nvinlenor(e, ot leryi wo lh/J[ tequhes u)wrtent ol aevsiling woqes AND ote Eeder lhon tA,fiO lu ne!,/ congtu<lion, olle,otion, inslglhlion, tlemolhhn or reJni OR qeoter lhon tlSqn fiy taintenoftp rl'J/k fur 13,795.00 t rg,zgs.ooTOTAL Urit Ttpe (LtrrptumqE dl)Unit qqartity I AnurrtD6cidicn 2671/031858-0001 7610421.2 a0l/30/19 EXHIBIT A I ;t{T' /',.illlwlilu1,,\,tr, \II t14,1 ft MENIFEE New. B€ter. Best. Much of the scope of work agreed to as part of this proposal is dependent on the duration of the construction schedule. The above lump sum quote of $6,300 00 (SixThousand, Three Hundred Dollars) was develop€d utilizing the sp€cified 45 working day schedule. Should the schedule extend beyond the 45 working day schedule, additional budget may need to be negotiated. Agreemenl total is lbr $13,795 City of Menifee: Request for Price/Quotation Scott Adamson,P.E Additional AttachrrEnts (OptionaD: Please briefly describe any anachrnent5 included with the response ,,, Vice-President of Construction Management Udersigned agre€s to furnish the comrnodity or services stigJlated above, aiy addendunr(s) issued, ard any appl(able attachn'ents at the pri.e ard term! stated within the reqLlest. ln addition undenigned agtee: lo prou'Ce any appl(able insurarre requirementi a5 ;dentified with this .equest. lr. 26? I/o',t I858-000I 761042 L2 a00/00/00 EXHIBIT A L W [r'.'l,hq ,)4t:ilt'rrv-' /tr.ait I 'J I ft City of Menifee: Request for PricelQuotation MENIFEE Nes. Batter. Best. l': : ll [ach item rMl be separately biJ. Pricer rhovld be stated in urits sp€(ilied iE €in Al applicable chaget rn ]n be quot€di charges on ir oke not quoted hqein will b€ disallored. All bids niJst be dated ard 5igrEd with the frm's narne 8nd by an aulhorized offcer or employ,ee Bids recei\ed after the closing date/tirne will t'{OT be considered. TheCity of Menifee ressves the right to rejed ary and all tids and lo warve inforrnalilies o. irregularitier in bds. Afte, a$Erd, all bids rhdl be open to public inspection. The Cily of Menife arsurrEs rlo responsibrlity for the cor{identiality of inlorrflation offered in a bid. 26? t/03 I 858{00 r 7630421.2 o0l/30/t9 EXHIBIT A li f,atrll rr1'. 'r'': E, q7' , 'f,!ffiffifl,f, l 17 al ')t, !