2018/01/17 Michael Baker International, Inc. Development Code UpdateCITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
this l7d' day of January, 2018 ("Effective Date") by and between the CITY OF MENIFEE, a
California municipal corporation, ("City") and MICHAEL BAKER
INTERNATIONAL.("Consultant"). City and Consultant may sometimes herein be referred to
individually as a "Pafty" 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 to prepare a Comprehensive Development
Code and Grading Ordinance, 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 ofServices. [n the event
of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this
Agreement shall prevail.
l.l Term of Services. The term of this Agreement ("Term") shall begin on
January 17,2018 and shall end on June 30,2019 (18 month project) unless the l'erm of this
Agreement is otherwise terrninated or extended as provided for in Section 8. The time provided
to Consultant to complete the Services required by this Agreement shall not affect City's right to
terminate this Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant represents and warrants that
Consultant is a provider of first class work and services and Consultant is experienced in
performing the Services contemplated herein and, in Iight of such status and experience,
Consultant shall perfom 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 Assienment 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 of this 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 Time. Subject to the restrictions of Section l.l and Section 8 of this
Agreement, Consultant shall devote such time to the performance ofthe Services pursuant to this
Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder.
1.5 Authorization to Perfonn Services. Consultant is not authorized to perform
any ofthe Services or incur any costs whatsoever under the terms ofthis Agreement until receipt
of authorization from the Contract Administrator.
2545/031858-0006
I t?25602.2 25150318580006
117256023a0124/18
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed THREE HUNDRED TWENTY-
FOUR THOUSAND, TWO HUNDRED TWENry DOLLARS ($324,220.00) 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. 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 Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized in advance by City, Consultant shall not bill
City for duplicate services performed by more than one person. ln the event of a conflict between
this Agreement and Exhibit A, this Agreement shall prevail.
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 incuned 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
invoice, etc.);
b. The beginning and ending dates ofthe billing period;
c. A "Task Summary" containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under this Agreement, and the
percentage of completion;
d. At City's option, for each item in each task, a copy ofthe applicable time
entries or time sheets shall be submitted showing the name of the person performing the
Services, the hours spent by each person, a brief description of the Services, and each
reimbursable expense;
e. The total number of hours of work performed under this Agreement by
Consultant and each employee, agent, and subcontractor of Consultant performing the
Services hereunder necessary to complete the Services described in Exhibit A;
The Consultant Representative's signature.
lnvoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee, CA 92586
2.2 Monthly Pa)'rnent. City shall make monthly payments, based on invoices
received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred.
f.
p.
25450318580006
117256023k al2lt2t11 Page 2 of l8
Receipts for expenses to be reimbursed;
City shall have thirty (30) days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant.
2.3 Final Payrnent. Ci ty shall pay the remainder of the total amount due
pursuant to this Agreemart within sixty (60) days after completion of the Services and submittal
to City ofa final invoice, if all of the Services required have been satisfactorily performed in the
City's sole and absolute discretion.
2.4 Total Pavment. City shall not pay any additional sum for any expense or
cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuant to this Agreement,
except as authorized by written amendment, signed by both parties.
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 ReimbursableExpenses.Reimbursable expenses are included within the
maximum amount of this Agreement.
2.1 Pament of Taxes. Consultant is solel y responsible for the paynent of
emplo).ment taxes incurred under this Agreement and any federal or state taxes.
2.8 Parrynent upon Termination. ln the event that Ci ty or Consuhanl temrinates
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 (in the City's reasonable discretion).
Consultant shall maintain adequate logs and timesheets in order to verifu 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
lacilities 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 ofCity. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
required to furnish 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 faci lities.
25450] 18580006
I1125602)ta a12/l2il1 Page 3 of 18
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 flor the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing via
the written consent ofboth Parties prior to the submission ofsuch an invoice.
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and expense,
shall procure the t)?es 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,
and any extension or modification thereto The cost of such insurance shall be included in
Consultant's compensation (but shall not allow the Consultant's compensation to exceed the
maximum amount contemplated in Section 2 of this Agreement). Consultant shall not allow any
subcontractor, consultant or other agent to comnence work on any subcontract until Consultant
has obtained proofofall insurance required herein for the subcontractor(s) and provided evidence
thereof to 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 Insureds.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant pursuant to the provisions 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 ofthe California 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 Administrator. The insurer, if insurance is
provided, or Consultant, if a program of self-insurance is provided (and approved by the Contract
Administrator), 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 reouirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amount not less than ONE MILLION DOLLARS (S 1,000,000.00) per occurrence, combined
single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO
MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. lfa Commercial General
Liability Insurance or an Automobile Liability lnsurance 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 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.
254J0318580006
I 17156O1\f. .171lzt l1 Page4ofl8
b. Minimum scope of coverage. Commercial general coverage shall
be at least as broad as lnsurance Services Office Commercial General Liability occurrence form
CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile
Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
If contractor maintains higher limits than the specified minimum limits, City requires and shall be
entitled to coverage for the higher limits maintained by contractor.
c. Additional requirements. Each ofthe following 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 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 Professional Liabiliw Insurance.
a. General requirements. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be
approved by City.
b. Claims-made limitations. The following provisions shall apply if
the professional liability coverage is written on a claims-made form:
a. The retroactive date ofthe policy must be shown and must
be oo later than the commencement ofthe Services.
b. Insurance must be maintained, and evidence of insurance
must be provided, for at least five (5) years afler the expiration or termination of this Agreement
or completion ofthe Services, so long as commercially available at reasonable rates.
c. Ifcoverage is canceled or not renewed and it is not replaced
with another claims-made policy form with a retroactive date that precedes the EIlective Date of
this Agreement, Consultant must provide extended reporting coverage for a minimum offive (5)
years after the expiration or termination ofthis Agreement or the completion ofthe Services. Such
continuation coverage may be provided by one ofthe following: ( I ) renewal ofthe existing policy;
(2) an extended reporting period endorsement; 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.
254503tE5E0006
117256023f! al2tlzt 17 Page5ofl8
d. A copy of the claim reporting requirements must be
submitted to City prior to the commencement of the Services under this Agreement.
4.4 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is
to be placed with insurers with a Bests' rating of no less than A:VII and admitted in Califomia.
b. Verification ofcoveraee. Prior to beginning the Services under this
Agreement, Consultant shall fumish City with Certificates of Insurance, additional insured
endorsement for the commercial general liability and automobile liability policies.. All
ce(ificates of insurance 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:
Comprehensive Development Code Update and Grading Ordinance - Community Development
Department. The name and address for Additional Insured endorsements, Certificates of Insurance
and Notice ofCancellation is: City of Menifee, 29714 Haun Road, Menifee, CA92586. City must
be endorsed as an additional insured for liability arising out ofongoing and completed operations,
by or on behalf, ofConsultant.
Notice of Reduction in or C ancellation o fC overaue Consultantc
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 self-insured retention is increased.
d. Additional insuredl primary insurance. Cit y and its officers,
employees, agents, and authorized volunteers, shall be covered as additional insureds on the
commercial general liability and automobile liability policies with respect to each ofthe following:
liability arising out of the Services performed by, or on behalf of, Consultant, including the
insured's general supervision ofConsultant; products and completed operations ofConsultant, 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 (l ) year after the expiration or termination of this Agreement or completion ofthe Services.
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-
254J0318580006
I 11256023f1 al2t t2t 11 Page6ofl8
A certified endorsement must be aftached to all policies stating that coverage is
primary insurance with respect to City and its officers, officials, employees, and volunteers, and
that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss
under the coverage.
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Consultant procure a bond guaranteeing payment oflosses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
f. Subcontraclors. 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 sha[[ be subject to all of the requirements stated
herein.
g. Variation. The Contract Administrator may, but is not required to,
approve in writing a variation in the foregoing insurance requirements, upon a determination that
the coverage, scope, 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
fbr 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
pa).rnent, until Consultant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
5.1 lndemnification for Professional Liabilitv. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent permifted 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 ofwhatever kind and nature and, if Consultant does not provide a
defense for City, the legal costs of counsel retained by City) and any judgment (collectively,
"Claims") to the extent the 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 of
professional services under this Agreement.
254503 r 8580006
I 17256023k al2ll2t l1 Page 7 of l8
5.2 Indemnification for Other than Professional Liabilitv. 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 oflicers, 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 Indemnification.The provisions of this Section 5 do not
apply to claims occurring as a result of City's sole 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 of this Agreement,
Consultant sha[[ 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 ofthe Services rendered pursuant to
this Agreement and assignment of personnel pursuant to Subparagraph 1.3; 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 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 lor
injury or sickness arising out ofthe Consultant's (or its subcontractor's, employee's, or agent's)
performance ofthe 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 Goveminq Law. The laws of the State of Califomia shall govem this
Agreement
7 .2 Compliance with Aoolicable Laws. Consultant and any subcontractor shall
comply with all applicable local, state, and federal laws and regulations applicable to the
performance ofthe work hereunder. Consultant is aware ofthe requirements of Califomia Labor
Code Sections 1720, et seq., and 1770, et seq., as well as Califomia Code ofRegulations, Title 8,
25450318580006
I17256023fa at2t 12/ 11 Page 8 of l8
Sections 1600, e/ seq.. ("Prevailing Wage Laws"), which require the payment of prevailing wage
rates and the performance of other requirements on "Public works" and "Maintenance" projects-
If the Services are being performed as part of an applicable "Public works" or "Maintenance"
project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE
THOUSAND DOLLARS ($1,000) or more, Consultant agrees to fully comply with such
Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of
payroll records and the employment of apprentices. Consultant will maintain and will require all
subcontractor to maintain valid and current Califomia Department of Industrial Relations ("DIR")
Public Works Contractor registration during the term of this Agreement. Consultant shall notify
the City in writing immediately, and in no case more than twenty-four (24) hours, after receiving
any information that Consultant's or any of its subcontractor's DIR registration status has been
suspended, revoked, expired, or otherwise changed. It is understood that it is the responsibility of
Contractor to determine the correct salary scale. Any and all work subject to prevailing wages, as
determined by the Director of Industrial Relations of the State of Califomia, wi[[ 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 California Department of Industrial Relations ("DlR") pursuant to
California Public Utilities Code, Sections 465, 466, and467 by calling 415-703-477 4. Appropriate
records demonstrating compliance with such requirement shall be maintained in a safe and secure
location at all times, and readily available at City's request. Consultant shall indemnify, defend,
and hold City and its elected and appointed boards, members, officials, officers, agents,
representatives, employees, and volunteers harmless from and against any liability, loss, damage,
cost or expenses (including but not limited to reasonable attomeys' fees, expert witness fees, court
costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the
noncompliance by Consultant or any party performing the Services ofany applicable local, state,
and/or federal law, including, without limitation, any applicable federal and/or state labor laws
(including, without limitation, the requirement to pay state prevailing wages and hire apprentices);
(ii) the implementation of Section 1781 ol 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
178 I, as the same may be amended from time to time, or any other similar law. It is agreed by the
Parties that, in connection with performance of the Services, including, without limitation (and
where applicable), any and all public works (as defined by applicable law), Consultant shall bear
all risks of payment or non-pa).rnent of prevailing wages under California law and/or the
implementation of Labor Code Section 1781, 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 [aws. Consultant shall require the same of all subcontractors. 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.
254503r85E0006
I l725602lfi al2/ lzt 17 Page9ofl8
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 wanants to City that Consultant and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all
times during the term of this Agreement any licenses, permits, and approvals that are legally
required to practice their respective professions. In addition to the foregoing, Consultant and any
subcontractors shall obtain and maintain during the term of this Agreement valid Business
Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8. I Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
8.2 Termination by Consultant Consultant may cancel this Agreement upon
30 days' written notice to City
8.3 Consequences of'Termination. In the event oftermination , Consultant shall
be entitled to reasonable compensation for the Services performed up to the date of termination in
the City's reasonable discretion; 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.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end
date of this Agreement beyond that provided for in Subsection l.l. Any such extension shall
require a written amendment to this Agreement, as provided for herein. Consultant understands
and agrees 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 the Contract Administrator, City shall have no obligation to
reimburse Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.5 Amendments. The Parties may amend this Agreement only by a writing
signed by all ofthe Parties.
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
Agreement, or any interest therein, without the prior written approval of the Contract
Administrator. Consultant shall not subcontract any portion ofthe performance contemplated and
provided for herein, other than to the subcontractors noled in Consultant's proposal, without prior
written approval ofthe Contract Administrator. In the event that key personnel leave Consultant's
employ, Consultant shall notify City immediately.
254503tE5E@06
| 17256O27h al2ll2tl7 Page l0 of I 8
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 ofthis Agreement.
8.8 Options uoon Breach by Consultant. If Consultant materially breaches any
of the terms of this Agreement, Citys 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, desigrr
documents, and any other work product prepared by Consultant pursuant to this
Agreement;
Exhibit A; and,/or
Retain a different consultant to complete the Services described in
d. Charge Consultant the difference between the cost to complete the
Services described in Exhibit A that is unfinished at the time ofbreach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had completed the
Services.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form that Consultant
prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder
shall be the property of City (*City Data"). Consultant hereby agrees to deliver the City Data to
City upon the expiration or termination of this Agreement. It is understood and agreed that the
City Data prepared pursuant to this Agreement are prepared specifically for City and are not
necessarily suitable for any future or other use. Anyuseof the City Data for other projects by City
shall be without liability to Consultant. City and Consultant agree that, until final approval by
City, all City Data are confidential and will not be released to third parties without prior written
consent ofboth Parties unless required by law.
9.2 Licensing oflntellectual Propertv. 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 intellectual property embodied in plans, specifications,
studies, drawings, estimates, test data, survey results, models, renderings, and other documents or
works of authorship fixed in any tangible medium of expression, including but not limited to,
physical drawings, digital renderings, or data stored digitally, magnetically, or in any other
medium, which are prepared or caused to be prepared by Consultant under this Agreement
("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is
granted a non-exclusive and perpetual license for any Documents & Data the subcontractor
prepares under this Agreement. Consultant represents and warrants that Consultant has the legal
right to license any and all Documents & Data. Consultant makes no such representation and
warranty in regard to Documents & Data which were prepared by design professionals other than
Consultant (or its subcontractors, employees, or agents) or provided to Consultant by the City.
City shall not be limited in any way in its use of the Documents & Data at any time, provided that
any such use not within the purposes intend€d by this Agreement shall be at City's sole risk.
254r03 t 85E0006
I17256023h al2/ lzt l'1 Page ll of 18
9.3 Consultant's Books and Records. Consultant shall maintain an y 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 Agreement for a minimum of thee (3) years, or for any longer period required by
law, from the date of final payrnent 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. An y records or documents that
Section 9.3 of this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon oral or written
request of City. Under Califomia Govemment Code Section 8546.7, if the amount ofpublic 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.
SECTION IO.MISCELLANEOUS PROVISIONS.
l0.l Attomeys' Fees. If 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 any other relief to which that Party may be entitled; provided, however, that the
attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for
legal services multiplied by the reasonable number of hours spent by the prevailing Party in the
conduct of the Iitigation. The court may set such fees in the same aclion or in a separate action
brought for that purpose.
10.2 Applicable Law; Venue. The intemal laws of the State of Califomia shall
govem the interpretation and enforcement of this Agreement. In the event that either Party brings
any action against the other under this Agreement, the Parties agree that jurisdiction over such
action shall be vested exclusively in Riverside County.
10.3 Severabilitv. 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 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.
10.6 Successors and Assi . The provisions of this Agreement shall inure to
the benefit ofand shall apply to and bind the successors and assigns of the Parties
25450t I E5E0006
I l1|a(fi1\h .l2t11! t1 Page 12 of l8
lO.7 Consultant Representative. All matters under this Agreement shall be
handled for Consultant by Dan Wery, Project Manager ("Consultant's Representative"). The
Consultant's Representative shall have full authority to represent and act on behalf ofConsultant
forall 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 salisfactory coordination ofall portions ofthe
Services under this Agreement.
10.8 City Contract Administration. This Agreement shall be administered by a
City employee, Cheryl Kitzerow, Community Development Director ("Contract Administrator").
All correspondence shall be directed to or through the Contract Administrator or his designee. The
Contract Administrator shall have the power to act on behalf of City for all purposes under this
Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction
or orders from any person other than the Contract Administrator or his designee.
a. The City may unilaterally change the identity of the Contract
Administrator in its sole and absolute discretion at any time. The City shall give notice of such a
change pursuant to Section 10.9 of this Agreement.
10.9 Notices. Any notice which either Party may desire to give to the other Party
must be in writing and shall be effective (i) when personally delivered by the other party or
messenger or courier thereof; (ii) three (3) business days after deposit in the United States mail,
registered or certifred; (iii) twenty-four (24) hours after deposit before the daily deadline time with
a reputable ovemight courier or service; or (iv) upon receipt of a telecopy or fax transmission,
provided a hard copy of such transmission shall be thereafter delivered in one of the methods
described in the foregoing (i) through (iii); in each case postage fully prepaid and addressed to the
respective parties as set forth below or to such other address and to such other persons as the Parties
may hereafter designate by written notice to the other Palties hereto:
To Consultant:
To City:
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: Cheryl Kitzerow
with a copy to:
City Clerk
City of Menifee
29714 Haun Road
254503 tE580006
| 17256023t^ al2t 121 l7 Page l3 of 18
Menifee, CA 92586
Seal and Sigrrature of Registered Professional with
report/desigr responsibility.
10. I I Richts 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 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 Countemarts. 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 of Contract. The persons executing this Agreement on behalf of
each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalfofsaid 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 ofany other Agreement
to which said Party is bound.
10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs,
executors, assigrrs, and all persons claiming under or through them, that in the performance ofthis
Agreement there shall be no discrimination against or segregation of, any person or group of
persons on account ofany impermissible classification including, but not limited to, race, color,
creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.
10. l6 No Third-Parw 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 Emolovees. No officer, official,
employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or
254501t8580006
117256O21h alltt21t l Page 14 of l8
10.10 Professional Seal. Where applicable in the determination of the Contract
Administrator, the first page ofa technical report, first page ofdesign specificadons, and each page
of construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and
Signature of Registered Professional with report/design responsibility," as in the following
example.
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 of any obligation ofthe terms of
this Agreement.
10.18 No Undue Influence. Consultant declares and warrants that no undue
influence or pressure is used against or in concert with any officer or ernployee of City in
connection with the award, terms or implementation of this Agreement, including any method of
coercion, confidential financial arrangement, or financial inducement. No officer or employee of
City shall receive compensation, directly or indirectly, from Consultant, or from any officer,
employee, or agent of Consultant, in connection with the award ofthis Agreement or any work to
be conducted as a result of this Agreement.
10.19 No Benefit to Arise to Citv 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 ( I ) year thereafter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereof, for the Services to be performed under this Agreement.
10.20 Waiver of Consequential Damaees. In no event sha[[ either City or
Consultant have any claim or right against the other, whether in contract, warranty, tort (including
negligence), strict liability or otherwise, for any special, indirect, incidental, or consequential
damages ofany kind or nature whatsoever, such as but not limited to loss ofrevenue, loss ofprofits
on revenue, loss of customers or contracts, loss of use of equipment or loss of data, work
intemrption, increased cost of work or cost ofany financing, howsoever caused, even if same were
reasonably foreseeable.
10.21 Force Maieure. In no event shall either City or Consultant have any claim
or right against the other for any failure of performance where such failure of performance is
caused by or is the result of causes beyond the reasonable control of the other party due to any
occurrence commonly known as a "force majeure." including, but not limited to: acts ofGod; fire,
flood, or other natural catastrophe; acts of any goverrrmental body; labor dispute or shortage;
nalional emergency: insurreclion: riol: or war.
ISignatures on Following Page]
254503185E0006
t 17256021k al2t l2t 17 Pagel5ofl8
IN wlrNEss WHEREOF, the parties hereto have executed and entered into thisAgreement as ofthe Effective Date.
CITY OF IFEE
Neil
ty Clerk
as to Form:
J elching, City A ey
[Note: 2 officer's sigrratures required if
Consultant is a corporation]
l/CONSULTANT
(-€z4o 7V42
c-v.P
254J01185E0006
117256021f.1t2,t2/11 Page 16 of I 8
.'\ lr'*t1 I
Attest:a
I
EXHIBIT A
Scope of Services & Budget
As described more fully in the Work Plan below, we will create a user-friendly code that is logically and intuitively
organized and formatted. The updated Development will implement the 2013 General Plan and State and Federal
requirements,
The RFP included a broad rang€ of project objectives. All of the requested requirements and considerations set
forth in the RFP scope have been incorporated into the Work Plan. The Work Plan tasks have been organized
around eight organizational process phases of updating a development code, and are summarized below.
Phase 1- Project Orientation
During the initial phase of the project, the Michael Baker team will attend a kickoff meeting with City staff to
discuss the Development Code Work Plan and gain an understanding from the City's viewpoint as to which
elements of the existing Development Code should stay, Bo, or need updating and why. During this phase, we will
prepare the public participation plan, establish the public outreach tools that will be used throughout the update
process to communicate with decision-makers and the community, and establish a method for the effective
management of the project throu8h re8ular check-in calls with City staff, maintaining/adjusting the project
schedule, and processing billings in a timely manner.
Phase 2 - Proiect Rollout and lssue ldentification
Based on the public outreach tools established during Phase 1, the Michael Baker team will "go live" with the
project's outreach tools by launching the proiect webpage. Specific outreach activities and events with various
users of the code will be initiated through an intensive "community and code immersion" process. The issues
identified through the immersion process will be compiled into a summary memo of issues.
Phase 3 - Development Code Analysis and Preparation ofthe Annotated Outline
To help inform the ordinance writing process, the Michael Baker team will prepare a brief technical memorandum
that provides a detailed analysis of the strengths and limitations of the current regulations, identifies for
consideration alternative concepts and "best practice" approaches, and includes a detailed outline of the new
code.
Phase 4 - Preparation of the Discussion Draft Development Code
Euilding upon all previous tasks, the Michael Baker team will develop the draft Development Code during this, the
most time-intensive phase of the project. The process will be iterative, working from the annotated outline to
detailed ordinance language and illustrations. Our team will prepare the draft Development Code through a series
of "modules" in an incremental fashion and in succession based on the level of importance and logical sequencing
derived from our extensive experience in updating similar regulations. We will test each module before seeking
input from the Planning Commission at a series of study sessions. Following the development of the modules, the
community will be afforded an opportunity to review and provide input on the draft Development Code at a public
workshop. We will present the draft Development Code at another Planning Commission/City Council study
session. We will conclude the phase by preparing the final modules that incorporate comments and observations
provided by staff, the community, and the Planning Commission/City Council,
Phase 5 - CEQA
To satisfy the project's CEQA requirement, the Michael Baker team will prepare a consistency finding with the
2013 General Plan ElR. This approach will demonstrate that the Development Code update is an implementing
document of the General Plan and that its environmental effects are adequately addressed in the General Plan EIR
Phase 5 - Public Hearing and Adoption
Based on feedback provided during the Phase 4 workshop and final study session, we will make corrections to each
module and assemble the public hearing draft Development code into one document for publication. The project's
Planning Commission and City Council hearin8s will take place following the document's assembly.
Phase 7 - Preparation of the Final Development Code
Following adoption of the Development Code, the final Development will be assembled, including all changes
adopted through the Phase 6 adoption hearings.
Grading Ordinance
We have also identified an optional task specific for preparation of a grading ordinance, as requested by the RFP.
We anticipate further discussions with City staff to understand the objectives of the grading ordinance and will
provide a refined scope to fit within the budget for the specific effort that reflects the identified needs of the City
Work Plan
The Michael Baker team presents the following work plan {scope of work) based on our current understanding of
the City's needs and our experience with other similar projects. However, we recognize that we may be unaware
of some specific aspects of this particular project. As such, we have incorporated an opportunity under Phase 1
(Project Orientation) to make refinements to the work plan to more accurately meet the City's needs.
PHASE 1: PROJECT ORIENTATION
Task 1.1 City Staff Kickoff Meeting
lvlichael Baker will lnitially meet with select City staff to discuss the Development Code work plan to refine the
scope of work and to gain an understanding from the City's viewpoint as to which elements of the existing
ordinances should stay, Bo, or need updating and why. ln this meeting, we will:
Confirm the existing ordinances for review and consideration during preparation of this Development
Code. lt is our understanding these are City of Menifee Title 9 - Planning and Zoning, County of Riverside
Ordinance 348 - Zoning, and County of Riverside Ordinance 460 - Subdivision.
Discuss the current electronic file status of the identified ordinances.
ldentify previous work efforts conducted in
coordination with the Planning Commission for
consideration.
Review previously identified issues and identify
City objectives for the Development Code.
Discuss City land use, design, and economic
development-related preferences and how those
influence the Development Code update.
ldentify the outreach methods that have worked
well in the past, what hasn't worked, community
preferences, and target audiences/stakeholders.
Discuss options for how the Development Code
will be available online and identify appropriate
formats to facilitate the City's preferred method.
Refine and detail the projed scope, budget, and
schedule, if necessary.
Task 1.1 Meetirgs:
. ln-person meeting between City staff and
consultant team. Assumes two Michael Baker
team members will attend.
Recommended public participation events have
been incorporated into this work plan and may be
adjusted based on the final public participation
plan. Recommended events include:
Phase 2: Project Rollout and lssue ldentification
. Key Stakeholder Meetings (Task 2.3)
. Community Workshop (Task 2.4)
. Planning Commission/City Council Study
Session (Task 2,6)
Planning Commission/City Council Study
Session (Task 3.4)
Task 1. 1 Deliverables/Outcome:
. Final work plan Phase4: Preparation ofthe Discussion Draft
. lnput to prepare public participation plan Development Code
Task 1.2 Public Participation Plan ' PlanninR commission Module Workshoos
The Michael Baker team will present the public participation plan to City staff, which will detail the strategies and
tools for informinB stakeholders and the public through the life of the project as well as eliciting meaningful input
from community members (see Task 1.3 for proposed public participation tools). The plan will be based on input
received from City staff at the kickoff meeting and will establish communication goals, key messages, timeline,
project milestones, where public and decision-maker engagement is targeted, and Nlichael Eaker and City staff
roles and responsibilities. The plan will also identify key project stakeholders and levels of participation for each
outreach event.
Task 1.2 Meetings:
. No in-person meetings anticipated. Conference calls, as necessary
Task 1.2 Deliverables/Outcome:
. Public participation plan
Iask 1.3 Publi. Participation Tools
To inform the community at large about the project, solicit broad-based participation, and to encourage ongoing
public participation throughout the project, we recommend the following outreach methods be developed in
anticipation of the Development Code project rollout,
Task 1.3a Proiect WebDase
A landing page for the project on the City's website will describe the project background and goals, provide project
updates, and offer a way for community members to subscribe to receive email updates about the project and
public participation opportunities.
Phase 3: Preparation of the Annotated Outline
Task 1,3b Educational Materials
We will create well-designed educational materials, such as a one-page flyer, to clearly convey project goals,
relevance of the Development Code to residents' daily life, and community involvement opportunities in a way
that supports a transparent information exchange and reduces misperceptions and misinformation. This
information can be disseminated via email, social media, the project website, or as paper flyers and posters.
Task 1.4 Proiect Management (ongoing)
Dan Wery will serve as the primary point of contact with City staff. Ongoing project management duties will
include internal and external coordination, billings, record keeping, scheduling, meeting coordination, staff work
assignments, and quality control reviews. Dan is very communicative, committed, enthusiastic and responsive. He
will ensure a high level of responsiveness and direct interaction with the Community Development Director or
Community Development Department designee.
Task 1.4 Meetings:
' Scheduled coordination calls every two weeks between City staff and consultant team
Task 1.4 Deliverables/Outcome:
. Coordination call meeting agenda and notes
. Monthly progress status memos to accompany monthly invoices
PHASE 2: PROJECT ROLLOUTAND ISSUE IDENTIFICATION
Task 2.1 Go Live with Public Participation Tools
The Michael Baker team, in coordination with City staff, will go live with the public participation tools identified in
Task 1.3 (and as may be identified in the refined public participation plan).
Task 2.1 Meetings:
. No in-person meetings anticipated
. Conference calls, as necessary
Task 2.1 Deliverables/Outcome:
. Public participation tools will be live and available for access by the public
Task 2.2 City Stafi Working Summil
No one knows the City and zoning and subdivision related issues better than staff. Michael Baker will facilitate an
"all hands" interactive discussion with City-designated staff to gain an understanding of what's working and not
working, as well as exceptions regularly granted or practices in place where the code is silent. We want to hear
about how staff interacts with the ordinances understand how they could be improved from staff's perspective.
We willdiscuss what changes, modifications, or new standards or procedures would improve the issues identified,
and ultimately determine a clear staff view of which information requires the greatest level of attention.
The intent is to obtain City staff's perspective of the issues concerning the existing ordinances and to identify how
the Development Code project can better assist them in their duties. Potential data resources, including
documents, plans, studies, programs, etc., not previously provided, will be identified and provided by City staff
ldentification of issues in the early stages of the project will inform project review and organization and should
solicit input from all users of the Development Code. Michael Baker proposes an intensive "community immersion "
process that compresses a series of project tasks designed to solicit input from all users of the Development Code
into a period of a fe\ry weeks. This immersive process helps to quickly build relationships with key City staff
members, while also compressing necessary project tasks (that often span months) into a more efficient and
economicaltimeline.
Task 2.2 Meetings:. ln-person meeting between City staff and consultant team, Assumes two Michael Baker team members
will attend.
Task 2.2 Deliverables/Outcome:
. Summary memo of input received
Task 2.3 Kev Stakeholder lntcrviews
Michael Baker knows that early interviews with key stakeholders-elected officials, Planning Commission
members, committee and/or commission members, select business owners, and large landowners-allows for a
more candid conversation than an initialgroup conversation. Early stakeholder interviews will help pinpoint issues,
opportunities, and concerns up front, as well as establish the relationships needed for continued community
engagement. These interviews will be used to reveal relevant key issues of concern and improvements and
enhancements to make the ordinance more effective, easier to understand, use and administer.
The Michael Baker team recommends conducting a thorough stakeholder analysis that includes one-on-one or
smallgroup interviews with up to eight (8) project stakeholders. lnterviews will be scheduled on two consecutive
days. We will work with City staff to develop a project stakeholder list. lt is recommended that this list comprise
select individuals and/or group representatives identified by the City's Project Manager as key stakeholders in the
community (i.e., neighborhood groups, local builders, community representatives, major property owners,
developers, employers, etc.). Because of their significance in the community or their enhanced familiarity with the
content and impacts of the existing ordinance provisions, these stakeholders will be vital to assisting the project
team in identifying issues with the identified ordinances.
During the interviews, we will review topics of interest with each stakeholder individually and identify perceived
strengths and weaknesses of the existing ordinances, their respective priorities and project objectives, and issues
for the Development Code preparation process.
Task 2.3 Meetings:
. ln-person meeting(s) with up to eight (8) stakeholders. Assumes two Michael Baker team members will
attend each interview.
Task 2.4 Community Workshop
Michael Baker will facilitate a community workshop to share information about the project, vet the key issues that
have been identified to date, and collect more nuanced feedback about each key issue. Participants would have
the opportunity to choose the key issues that are most important to them and work in small groups to identify
desired outcomes related to each issue. Participants would also have the opportunity to discuss place-specific
nuances of the Development Code. Our community engagement specialist, Siri Champion, will work with staff to
select the most appropriate workshop approaches, tools and activities to best engage the community in a fun,
informative and efficient manner.
Task 2.4 Meetings:
. One community workshop. Assumesthree Michael Bakerteam memberswill attend
following the working session. Examples include a list ofvariance requests, code interpretations, and pending
corrections to the existing ordinances.
Task 2.3 Deliverables/Outcome:
. Stakeholder interview questions
. Summary memo of input received
Task 2.4 Deliverables/Outcome:
. Presentation and workshop materials
. summary memo of input received
Task 2.5 KeV lssues Memorandum
The Michael Baker team will prepare a memorandum that summarizes the input, key findings and issues identified,
and priority objectives of the community immersion tasks and issue identification process.
Task 2.5 Meetings:
. No in-person meetings anticipated
. Conference calls, as necessary
Task 2.5 Deliverables/Outcome:
. Key lssues Memorandum, including summary of input received, key findings and issues identified, and
priority objectives from the issues identification process
Task 2.6 PlanninE Commission/City Council Study Session
Michael Baker will present the Key lssues Memorandum to the PlanninB Commission and City Council for feedback
and discussion. A brief PowerPoint presentation with an overview of the process and pro.iect schedule highlighting
key steps and milestone deliverables will also be provided.
Task 2.5 Meetings:
. ln-peBon study session. Assumes two Michael Example Audit criteria (to be reflned in
Baker team members will attend. coordination with cty staff):
Task 2.6 Deliverables/Outcome:
. Presentation and study session materials
. Summary memo of input received
Organization and ease of administration
Development standards
PHASE 3: PREPARATION OF THE
ANNOTATED OUTI.INE Special use provisions
Definitions
To help inform the ordinance writing process, the lMichael
Baker team will prepare a brief technical memorandum
that provides a detailed analysis of the strengths and
limitations ofthe current regulations, identifies for
consideration alternative concepts and "best practice"
approaches, and includes a detailed outline ofthe new
code. The summary report will include the specific tasks
detailed below-
Districts
lncorporation of sustainability, low-impact
development, energy conservation, water
conservation and other best management
practices
Facilitation of in-fill development and
redevelopment
Task 3.1 Audit ol the Current Ord inan ces and Suggested . Encouraging diversification of quality housint
Changes types
This task includes an audit of the current Zonine.
subdivision, and other identified ordinances to-Jetermine ' Facilitating efficient development that
what parts of the ordinances are still effective and what minimizes infrastructure outlays and reduCes
issues and challenges exist that may need to be fiscal impacts
addressed. rhiswillincluderecorr::1,:'1::,"-L"-:r].T r Ftexibitityorganization, general plan implementation, consistency
with all relevant state and federal laws, identification of antiquated regulations and/or gaps, and opportunities to
incorporate best practices. Our team will work with City staff to develop criteria for the audit,
The team will develop an initial audit memorandum that outlines areas of effectiveness and potential deficiencies.
The memorandum will include a matrix of criteria and indicate graphically how well the current ordinances
addresses the criteria. This step will help organize proposed changes and inform the process as preparation of the
Development Code moves forward. This exercise will build on the issues identified during the community and code
immersion process that need to be addressed as part of the update effort. The audit memorandum can also be
used to track significant revisions to the existing ordinances and assist in the preparation of staff reports for public
hearings, leading to adoption of the Development Code.
Task 3.1 Meetings:. ln-person meeting between City staff and consultant team. Assumes two Michael Bakerteam members
will attend.
Task 3,1 Oeliverables/Outcome:
. Audit memorandum with recommendations
Task 3.2 ZoninS Map Review and Gap Analvsis
With the recent adoption of the 2013 General Plan, there are a number of inconsistencies between the adopted
land use map and the current zoning map. Utilizingbase map data from the City, Michael Bakerwill run a map
analysis to determine where inconsistencies exist now between the adopted General PIan and the current zone
districts. The intent is to identify where rezones are necessary for consistency with the General Plan and where
there are Baps in the existing zone district structure for implementation of the General Plan.
General Plan consistency reviews will also be performed under separate tasks and may result in specific changes to
the zoning map to ensure that the zone districts implement the land use designations and other policies of the
2013 General Plan.
Task 3.2 Meetlnts:
. ln-person meeting between City staff and consultantteam. Assumes two lvlichael Bakerteam members
will attend.
Task 3.2 Deliverables/Outcome:
. Summary memorandum ofgap analysis (map form)
Task 3.3 Preparalion of Annotated Outline
We will prepare a draft annotated outline that reflects all inputs and findings derived from the previous tasks,
including the technical review and input received from the Planning Commission and the City Council, key project
stakeholders, and the general public.
The annotated outline will preview the new development code structure by illustrating a chapter-by-chapter
sequence and description of the entire code's contents prior to the preparation of each individual chapter to
explicitly identify the intended changes and the rationale for those changes. The annotated outline will serve as
the "road map" for the actual update process and will include:
. An overview of the structure and organization of the Development Code. Descriptions of all zoning districts
. Des€ription or the recommended approach and commentary explaining the rationale behind the
recommendation
. Notations of obsolete areas removed and new content introduced
. Notations of where previous code content has been included
Working in concert with City staft Michael Baker will develop a logical and intuitive organization and chapter order
based on purpose and function of the chapters and that reflect the ways users interact with the code.
ln general, the table of contents and the internal structure of chapters within an updated code or ordinance should
be organized to reflect the sequence in which code/ordinance users most commonly need to find specific
information. The Michael Baker team has devoted considerable attention to identifying principles for organizing,
formatting, and otherwise presenting land use regulations in ways that significantly improve ease of use, The
following is an example of a preliminary organization where chapters are grouped into sections or parts.
Part 1:
Part 2:
Part 3:
Part 4:
Part 5:
Part 6:
Task 3.3 MeetlnBs:. No in-person meetings anticipated. conference calls, as necessary
Task 3.3 Deliverables/Outcome:
. Draft annotated outline
Task 3.4 Meetings:
. ln-person meeting between City staff and consultant team. Assumes two Michael Baker team members
will attend.
Task 3.4 Deliverables/Outcome:
. Public review draft annotated outline
Task 3.5 Planning Commi5sion/City Council Study Session
The Michael Baker team will present the technical analysis of existing ordinances as well as key elements of the
annotated outlineata Planning Commission and City Council study session. The annotated outline will alsobe
distributed to those stakeholders who participated in Phase 2 adivities prior to the study session to solicit their
feedback and to keep them engaged in the review and comment process. lnput received at this study session will
be considered prior to drafting the final annotated outline.
Task 3.5 Meetings:
. ln-person study session. Assumes two Michael Baker team members will attend
Task 3.5 Deliverables/Outcome:
. Presentation and study session materials
. Summary memo of input received
Task 3.6 Preparation ol FinalAnnotated Outline
The Michael Baker team will prepare the final annotated outline that incorporates comments and observations
provided by City staff, the community, and the Planning Commission and the City Council.
Task 3.6 Meetints:
. No in-person meetings anticipated
o Conference calls, as necessary
General Provisions and Administration
Zone Districts
Permits and Procedures
Site Development and Performance Standards
Special Use Regulations
Subdivision Regulations (can be split off into a separate Title)
Task 3.4 Review Existing Code Audit and Annotated Outline with City Staff
We will meet with City staff to receive comments on the technical memorandum and annotated outline. The
Michael Baker team will incorporate suggested changes into the public review draft annotated outline.
Task 3.6 Deliverables/Outcome:
. Final annotated outline
PHASE 4: PREPARATION OF THE DISCUSSION DRAFT DEVELOPMENT CODE
This task will comprise the most significant time period of the project schedule. The process will be iterative,
working from the annotated outline to more detailed ordinance language and illustrations. Our team will prepare
the draft Development Code for each "module" incrementally and in succession based on the level of importance
and logical sequencing derived from our extensive experience in updating similar regulations.
Task 4.1 Discussion Dratt Development Code and Module Development
As the Development Code preparation process progresses, we will work with City staff to develop a "road map"
that will establish a prescribed protocol and standard procedures for the creation and review of the discussion
draft Oevelopment Code. The discussion draft's language will be based on the objectives, issues, and findings of all
prior tasks.
Due to the sheer volume and complexity of the information in this effort (and based on our previous experience),
Michael Baker recommends managing the discussion draft ordinance development process through a series of
"modules." Though the number of modul€s and the
sequence of adoption of each module are uncertain at Michael Baker will seek opportunities to make the
this early stage, we anticipate organizing review of th€ code more user-friendly. This includes:
discussion draft zoning Ordinance into the following five
modules. Each module represents a logical and intuitive . Using straight forward language with an adive
grouping of chapters and sections to improve voice and short sentences and paragraphs to
understanding, use and implementation of the code. achieve brevity and clarlty
Module 1: General Provisions and Permits and . Simplifying, streamlining and clarifying existing
Procedures standards and processes
Michael Baker will review, incorporate, and update the
procedural and administrative provisions as determined ' Updating, modernizing and adding missing,
to be needed by City staff, includinS: needed standards, processes, zones
. Purpose and applicability
. Roles and responsibirities ' use of tables to consolidate' reduce and
. permits and procedures eliminate redundancY
' Enforcements . lncorporating illustrative graphics for
' Definitions appropriate terms, calculations, concepts and
Module 2: zone Distri€ts regulations
We strongly encourage the use of allowed use and . Attractive, easy to read format with clear
development standard tables to improve the navigation
and understanding of the code. They also reduce the ien8th of the ordinance by eliminating the repetition and
redundancy. Even if not ultimately incorporated into the code, we intend to prepare such schedules or matrices to
help evaluate and compare the existing zones, They help identify the similarities and differences that distinguish
the zones. and help us determine where zones can be consolidated, eliminated or modified to improve
performance. Based on evaluation of the schedules, we will evaluate the permitted uses and the required permit
approval for each.
Module 3: Site Development and Pedormance Standards
Michael Baker will evaluate and consolidate the general zoning standards and regulations that apply in multiple
zoning districts or use types, including preparation of new development standards as needed to implement the
objectives of the General Plan. Our special urban design and economic strategist advisors will work with our zoning
specialists to enhance the standards to reflect contemporary trends, Menifee's diverse characteristics and
promote attractive development. For some limited standards (i.e., sign standards) we recognize that the City has
recently completed an update and adoption effort. For these standards, the focus will be on organization and
consistency within the overall code context. Completion of this subtask will provide the City with reorganized and
easy to use and understand general zoning standards. Contents will likely include the followinSl
. General site planning and zoning standards, includingi site access requirements; fences, hedges, walls,
and screening; noise regulations; outdoor lighting standards; performance standards (e.9., air quality,
glare, vibration); and other topics determined to be appropriate by City staff.
. Affordable housing requirements, housing density bonus provisions, and related incentives, consistent
with State law.
. Landscaping standards, including specific requirements for preliminary and final landscape plan submittal
and review.
. Off-street parking and loading standards.
. Sign standards.
. Slope, hillside, and ridgeline development standards.
. Grading standards (if applicable).
Module 4: Specific Use Regulations
The existing Planning and Zoning Code includes chapters dedicated to special use standards and procedures,
However, they are not grouped, organized or coordinated in any apparent way. We will sort and relocate such
chapters and standards to more appropriate and relevant or related sections. Michael Baker will evaluate and
organize these regulations that address standards for specific land uses that may include, but are not limited to,
accessory dwelling units, siting of wireless communication, hookah lounges, marijuana cultivation, and other uses
as directed by City staff.
This task will also consider development of specific use standards for new uses identified through prior work plan
phases. Contents for each specific use to be considered typically include (ifthey differ from the general
development standards)l
. Standards related to maximum size and intensity of use
. Location
. Hours of operation
. Setbacks and screening
. Parking and loading locations
. Refuse collection
o Vehicular and solar access
. Scre€ning of mechanical equipment and outdoor stora8e
Module 5i Subdivision Regulations
The City is currently relying on the County of Riverside Subdivision Ordinance regulations. There is a desire to
develop subdivision regulations that respond to the City's General Plan goals and objectives, including being more
responsive to contemporary trends, recognizing the diverse physical characteristics of the City and encourage
quality development. This includes addressing small-lot, infill, and mixed-use development, and instituting a sense
of place unique to Menifee.
The proposed subdivision regulations will focus on compliance with the Subdivision Map Act, implementation of
the General Plan. internal consistency with the proposed zoning ordinance regulations, and incorporation of best
pra€tices and standards reflective of contemporary trends appropriate to Menifee. The same principles of an
organized, easy to navigate document with the use of graphics and tables will be applied to the subdivision
regulations as they are in the other components of the Development Code. We have intentionally proposed that
the subdivision regulations be developed in a stand-alone module for easy insertion into the City's municipal code
separate from the zoning ordinance.
Task 4.1 Meetings:
. No in-person meetings anticipated
. Conference calls, as necessary
Task 4.1 Deliverables/Outcome:
. Module organization
. Discussion draft module text and graphics
Task 4.2 Test Cases
As part of this task, the draft modules will be "tested" by applying proposed processing requirements, district
regulations or standards to up to four (4) project types in Menifee. We would typically recommend using a project
application that has been previously reviewed and approved to note how the proposed regulations differ from
previous regulations. Michael Baker staff will work with City staff to identify previously reviewed projects that
would best demonstrate the application of the proposed development code regulations the City is most interested
in testing. The draft Ianguage may be adjusted as necessary based on the results of the test case process.
Task 4.2 Meetings:
. No in-person meetings anticipated
. conference calls, as necessary
Task 4.2 Deliverables/Outcome:
. Summary memo of test mapping outcomes and recommended changes
. Refined discussion draft module t€xt and graphics, as needed
Task 4.3 Draft Zoning Map Changes
Utilizing base map data from the City, the Michael Baker team will incorporate the map changes to provide a
graphic representation of the Zoning Map updates identified in previous tasks, Using the format developed with
the staff, the Michael Baker team will develop zoning Maps showing proposed zoning map changes.
Task 4.3 Meetings:
. No in-person meetings anticipated
r Conference calls, as necessary
Task 4,3 Deliverables/Outcomel
. Draft zoning map
Task 4.4 City Staff Review oI and Comment on Discussion Draft Code Modules and Zoning Map
For each module of the code update and the draft zoning map, the Michael Baker team will provide City staff with
a draft copy for internal review and comment by all relevant City departments. The City's Project Manager will
then provide on set of consolidated comments from all internal staff comments. We will use this consolidated set
of comments to conduct a detailed staff review meeting of each module. We will incorporate desired staff
modifications into each draft module prior to presenting each module to the Planning Commission.
Task 4.4 Meetings:
. ln-person meeting between City staff and consultant team. Assumes two Michael Eaker team members
will attend.
Task 4.4 Deliverables/Outcome:
. Public review discussion draft modules
. Revised zoning map
Task 4.5 Planning Commission Module Workshops
ln order to keep the Planning Commissioners apprised of the projed updates/progress, minimize changes, and
avoid unexpected issues raised during the formal adoption process, we would conduct a series of Planning
Commission workshops. The workshops will include a presentation to the Planning Commission, after which the
commissioners will have the opportunity to offer input and guidance to City staff and/or the Michael Baker team
for each module.
The presentations will give a brief overview of identified issues, explanation and rationale used in the creation of
the proposed ordinance revisions, and stakeholder input received. Feedback will be taken and used in the
preparation of the final Development Code. Up to five work sessions are anticipated under this task and would be
organized around the modules identified with City staff in Task 4.1.
Task 4.5 Meetings:
. Up to five (5) in-person Planning Commission workshops. Assumes two Michael Baker team members will
attend each workshop,
Task 4.5 Deliverables/Outcome:
. Presentation and workshop materials for each workshop
. summary memo of input received from each workshop
Task 4.6 Planning Commission/City Council Study Session
Similar to the community meeting, we recommend holding one combined Planning Commission/City Council study
session to summarize and highlight key issues within each module that were identified as a priority or central focus
through previous efforts, including at the Planning Commission module work sessions. The Michael Baker team will
assist City staff and meet with the Planning Commission and City Council to receive comments on the discussion
draft and solicit any final considerations prior to the drafting of the final Development Code.
Task 4.5 Meetings:
. ln-person study session. Assumestwo Michael Eakerteam memberswill attend
Task 4.5 Deliverables/Outcome:
. Presentation and study session materials
. Summary memo of input received
Task 4.7 Preparation oI Final Modules and Zoning Map
The Michael Baker team will prepare the final modules and zoning map incorporating comments and observations
provided by City staff, the community, and the Planning Commission and the City Council.
Task 4.7 Meetings:
. No in-person meetings anticipated
o Conference calls, as necessary
Task 4.7 Deliverables/Oulcome:
. Final module text and graphics
. Final zoning map
PHASE 5: CEQA
This phase involves preparation of environmental analysis for the project in compliance with CEQA requirements.
The Michael Eaker team will prepare a consistency finding with the recently certified 2013 General Plan EIR that
would demonstrate that the Development Code update is a later project of the General Plan and that its
environmentaleffects are adequately addressed in the General Plan ElR.
Task 5.1 Prepare a GP EIR FindinB ot Consistency
We will prepare an administrative draft finding of consistency including a project description and confirmation that
the Zoning Modernization project is consistent with the analysis completed in the 2013 General Plan ElR, which
was recently certified. The consistency finding will provide substantial evidence that the Development Code
update would not result in a new significant environmental impact or an increased severity of a previously
identified environmental impact from the project or changed conditions. This finding is possible based on the
assumption that the code update and amendments will implement the objectives of the General Plan and will not
create new policy that would result in significant changes in the previous analysis conducted. lf such changes are
necessary and desired, we will provide a separate scope and fee upon reguest. Upon receipt of City comments/ we
will finalize the consistency finding. No public review or response to comments on the consistency finding is
required. However, Michael Baker will provide technical assistance to respond to any comments received.
Task 5.1 Meetings:
. No in-person meetings anticipated
o Conference calls, as necessary
Task 5.1 Deliverables/Outcome:
o Admin draft and final consistency finding
PHASE 6: PUBLIC HEARING AND ADOPTION
Task 6,l Consolidate Public Hearing Draft Development Code
All modules will need to be packaged into a single coherent and readable document, with consistent format, table
numbering, cross-references, and hyperlinks. The complete draft will go through public review prior to formal
review and adoption by the Planning Commission and the City Council. The Michael Baker team will consider the
ultimate tool chosen by the City to malntain the code long-term, such as an online code management website, and
will provide documents in an appropriate format.
Task 6.1 Meetings:
. No in-person meetings anticipated
o Conference calls, as necessary
Task 6.1 Deliverables/Outcomel
. Public hearing draft consolidated Development Code, including zoning map
Task 6.2 Planning commission Public Hearing
Michael Baker will provide technical support to City staff during the formal adoption process for the Development
Code. One team member will attend the Planning Commission hearing to complement City staff or present specific
technical aspects of the new code.
Task 5.2 Meetings:
. ln-person Planning Commission hearing. Assumes one Michael Baker team member will attend
Task 6.2 Deliverables/Out€ome:
. Presentationmaterials
. Errata, if necessary, reflecting changes recommended by Planning Commission to the public hearing draft
Task 6.3 City Council Public Hearings
Michael Baker will provide technical support to City staff during the formal adoption process for the Development
Code. One team member will attend up to two City Council hearings to complement City staff or present specific
technical aspects of the new code.
Task 5,3 Meetings:
. Uptotwo(2) in-person City Council hearings. Assumesone Michael Baker team member will attend
Task 5.3 Deliverables/Outcome:
. Presentationmaterials
. Errata, if necessary, reflecting changes adopted by City Council to public hearing draft
. Final Development Code components, including zoning map
PHASE 7 PREPRATION OF FINAL DEVELOPMENT CODE
Task 7.1 Final Development Code
Following final adoption by City Council, Michael Baker will incorporate all changes adopted durinB the public
hearing process and assemble the adopted Development Code for delivery to the City. The Development Code will
be prepared using word processing tools available to the City, such as Word, Excel, and Adobe and basic web
language (HTML, XML, etc.).
It is important that the Development Code be easy to maintain for the City and easy to access, navigate, search,
copy, print, share and update for printable copy and web-hosting. The Development Code should be an attractive,
intuitive document design in both paper and electronic forms that is easy to read, access and navigate.
We propose providing electronic copies of the Development Code components that have active link capabilities to
facilitate use and navigation of the document for staff and the public, as needed. Active links would be imbedded
in the Table of Contents, headers and other selected text that allow the reader to more directly jump between
sections, chapters, articles or parts of the Development Code.
Task 7.1 Meetings:
. No in-person meetings anticipated
r Conference calls, as necessary
Task 7.1 Deliverables/Outcome:
. Final Development Code components
GRADING ORDINANCE
Michael Bakerwill review and consider the existing Riverside County Grading Ordinance. Due to the nature of the
scope and application of grading ordinances, we have identified an estimate based on a general level of effort for
incorporating updates to the Grading Ordinance into the Work Plan identified above. A refined scope will be
prepared to fit within the proposed budget. Our civil engineers have excellent working knowledge of the
advantages and disadvantages among grading ordinances throughout southern California. We will leverage their
experience and expertise to help us identify and evaluate the best grading ordinance practices, standards and
procedures. This work will be prepared concurrently with the other components of the development code,
including the same review steps, workshops, deliverables, and study sessions. We would propose this ordinance be
reviewed as a sixth and separate module, and that it be incorporated into the Menifee Municipal Code as an
independent ordinance.
e ShCl'lON 8 PROP()SIID FEE FOR SERVICE
Revised Budget Olrtion .3 - C ontingency Onll
1 3b Educalonal lvarer6ls
2 2 Statt
2 3 Slakehoher htervM
3 5 POCC
Slaff Review oi lvbdules and
! 6 POCC
4 7 Fnal l'&d!les and lvhp
10 12
i2 32
+
2
l-lllE6s :ou I s.aao
$85 $65
2A 5
$150
12
E $150 0150 s130 s110 5125 s95
1 . 1 cllY Stalf Kcloll l'/helmq
$2m $18C
I
01.165
$
$ 2 330
s 2,375
$ 26,920@i 960
6
3
16 16
1
2
152
1
2
2
a
_r--l
1
10
20
12
2
36
12 21
16
16
16
2
2
108
t 3,7m $ 200
I 8.320
$ 7,955
5
$
400
500
$ 14 215
124
29E
t19,320
s
36 5 4.450
s 20012
5 73
16
22<16
2411232
6
114sdl- --
3.2 ZsrE Map R€yry
attr oi A.rctated Clutlre33
26Dcca
ls zm2A54,34O610 12
$4 335 $ 200129
110
t74,230
1
2
l 27E
535
10
144
s6.360
34 $4190 3 r00
38 $5 86012
10 12
I
68 164
16
16
172 s24 630 $ 1.00062aa
2 s4 33s $ 2oo1
I 121 s16 030
Ph.8€ 4i Dbcwrloo Dralt 0.nt Code s135635
16Ph.8o 3: turlyEBrAnmtebd Outllne 146.495
121Phr.6I: Prolccl OrLnt tlon I
8
I16
116
12
t6
aomp.ehensN. Oevelopmcnt Code Updalr
10
32
16
6 5
Section A Propoied re€ lor Servi.es lss
a.5 rc [,bdute lrtorEl4ai!)
t3t
2
I
16
6
24
56
55
a '2.
4 '12 16
36
1
l
-f-_f_
ffi
1
$e.72
58.4
s11,2
$4.15
ES.A4
116.03
51
${
s4
9a
l:
s63
I
$2s.
s2.
$1
Compreheneive Developnrcnl Code Update
6. 1 Crrnsoldare Frrblc l-leanng LYalt
62 Coiriinon rhmg (1)
6.3
8.2 Applcat9n Ftrc -
aholfe. il Decassary fhe lotat esnna/3d buqet I nd b. u.*dd illwlt p.oqr adnonzaiort.
Tot.t &dg.tLer! oPtlon.l 1.3k. !289,8/o
Contlng.ncy erdg.i(0%) t 10,160
Tord ardg.t L.3s optror.l r.3ki wftn co.larg.ncy tt!,l,,ooo
e
Gts
GIS T.ch Edilor S
Zonirg CEOA
in Cnalg.
QA/QC
s180 s150s260s200 s150 s125s110s150 $130
I 055
Total BourlrBdger wnt Optional T.3l!3361.265
Option.l Ta6I l:e.dhg O'(linamo
.l T.3l 2: E/rcodsPl6 Onlin€ Publ*r
24
tr2 56
I rrrl ur.zol
59 360 5 5.0@
s4.195
600
11 2s
r rsl srs.sols
Pha36 8:s 22 845
12 s8,190rel oolPharo 7: Fnrl Do
Phr3e 5: CEOA
PteB€ 0:Publlc llea isl 121 s15550
60 1
TolalAdhin Total
lburs
Total
Lrbor
IIaecl
Co3t3
iseslms
65.
21
1l I i2l 161T--T_-d 4f
6
1
I 12
66
I
$!.3-4
t48
| 'l ol .o7J a!r]E./".|- mo
se(hon 8 Propoted F4.or *.r,*t m