2018/09/19 Rick Engineering Company PW Maintenance & Operations Center Exterior Improvements ProjectCITY OF MENIFEE
PROI.-E,SSIONAL SERVICES ACREEMENT
CITY OF MENIFE PUBI,IC WORK MAINTENANCE & OPERATIONS
CENTER (MOC) EXTERIOR IMPROVEME,NTS PROJECT
;[HIS PROFESSIONAL SERVICES AGRE
rhis [fi1"66y ofslol. .2018 ("Effective Date") b
Caliiornia'-rnffiol .orporation. 1"City") and
EMENT ("Agrecment") is made and effective
y and between the CITY OF MENIFEE.
RICK ENGINEERING COMPANY
a
a
California Corporation, ("Consultant"). City and Consultant may sometimes herein be referred to
individually as a "Party" and collectively as lhe "Parties."
SECTION I, SERVICES.
Subject to tlre ternrs and conditions set forth in this Agreement, Consullanl shall provide to
City the services described in the Scope ofServices, attached hereto as Exhibit A and incorporated
herein by this refcrcnce (the "Services"). Consultant will perform subsequent task orders as
requestcd by the Contract Administrator (as defined below), in accordance with the Scope of
Services. In the event ofa conflict in or inconsistency between the temls of this Agreement and
Exhibil A, this Agreenrent shall prevail.
1.1 'l'cmr of Services. 'l'he temr of tliis Agreement shall begin on September 19,2018
and shall end on June 30,2019 unless tlre tenn ol this Agreemenl is otlierwise terminated or
extended as provided for in Section 8, The lirne provided to Consultant to complete the Services
required by this Agreement shall not affect City's right to tern',inate this Agreement, as providcd
f,or in Section tl.
1 .2 Standard of Perfomrancc. Consultanl represents and warranls that Consultant is a
provider of first class work and services and Consultant is experienced in performing tlre Services
contemplated herein and, in light of such status and experience, Consultanl shall perform the
Services required pursuant to this Agreenlent in the manner and according to the standards
observed by a competent praclitioner of the profession in which Consultant is engaged in the
geographical area irr which Consultanl practices its profession and to the sole satislaction ol'the
Contract Admirristrator.
1.3 Assignment of Personnel. Consultant shall assi gn only competent personnel to
perform the Services pursuant to Agreemenl. ln the evenl that City, in its sole discretion, at any
time during tllc lerm ofthis Agreement, desires the reassignment ofany such persons, Consultant
shall, immediatcly upon receiving notice frorn City ofsuch desire of City, reassign such person or
persons.
1.4 Time. Consuhanl shall devote such time to the perfomtance of the Scrviccs
pursuant to this Agrecrrrcnt as ma), be rcasonably necessary lo satisfy Consultant's obligations
hereunder.
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1.5 Authorization to Perform Services. Consultant is not authorized to perform any of
the Services or incur any costs whatsoever under the terms of this A$eement until receipt of
authorization from the Contract Administrator.
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed THIRTY TWO THOUSAND
SIX HUNDRED FIFTY DOLLARS AND ZERO CENTS ($32,650.00) notwithstanding any
contrary indications that may be contained in Consultant's proposal, for the Services to be
perfomred and reimbursable costs incuned under this Agreenrent. In the event of a conflict
between this Agreement and Exhibit A, regarding the amount of compensation, this Agreemcnt
shall prevail. City shall pay Consultanl 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.
Corrsultant shall submil all invoices to City in the manner specified herein. Except as specifically
aulhorized in advance by City, Consultant shall not bill City for duplicate services perfomred by
more than one person.
2.1 Invoices. Consultanl shall submit invoices monthly during the temr of this
Agreenlent, based on the cost for the Services perflonned and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
a.
invoice, etc.;
Serial identifications of progress bills; i.e., Progress Bill No. I for the first
b. The beginning and ending dates ofthe billing period;
c. A "Task Sun.rmary" 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 oplion, for each item in each task, a copy of the applicable tirne
entries or time sheets shall be submitted showing tlte name ol the person perlorming the
Services, the hours spent by each person, a brief description of the Services, and each
reimbursable expense;
e. The total number of hours of work performed under this Agreement by
Consultant and each employee, agent, and subcontractor of Consultant performing the
Services hereunder necessary to complete the Services described in Exhibit A;
Receipts for expenses to be reimbursed;
The Consultant Representative's signature.
Invoices shall be subnrilted to:
City of Menifee
Attn: Accounts Payable
f.
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7610176 2 a07/l l/18
297 l4 Haun Road
Menifee, CA 92586
2.2 Monthly Payment. City shall make monthly payments, based on invoices received,
for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt ofan invoice that complies with all ofthe requirements
above to pay Consultant.
2.3 Final Pavment. Ci ty shall pay the last ten percent (10%) of the total amounl due
pursuanl to this Agreement within sixty (60) days after completion of the Services and submittal
to City ofa final invoice, ifall ofthe Services required have been satisfactorily performed.
2.4 Total Payment. City shall not pay any additional sum for any expense or cosl
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall nrake no payment for any extra, further, or additional service pursuant to this Agreenrent.
ln no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreemenl, unless this Agreement is modified in writing prior
lo the subnrission of such an invoice.
2.5 Hourly Fees. Fees for lhe Services perlonned by Consultant on an hourly basis
shall no1 cxceed the amounts shown on the lee schedule included with Exhibit A.
2.6 Reimbursable Expenses. Rcin.rbursable ex penses are included within 1he maxinrun'r
amount of this Agreement
2.7 Pa),nrent of Taxes. Consultant is solely responsible for the payment of employrnent
taxes incurred under this Agreement and any federal or state ta:(es.
2.8 Pa).rnent uoon Termination. In the event that City or Consultant terminates this
Agreenent pursuant to Section 8, City shall compensate Consultant for all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and for reimbursable
expenses as of the date of written notice of termination. Consultant shall maintain adequate logs
and timeslreets 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 perlomr the services required by this Agreement. City shall
make avarlable to Consultant only physical facilities suclr as desks, filing cabinets, and conlerence
space, as may be reasonably necessary for Consultant's use while consulting with City employees
and reviewing records and the information in possession of City. The location, quantity, and time
of fumishing those facilities shall be in the sole discretion of City. In no event shall City be
required to fumish any facility that may involve incurring any direct expense, including but not
l'imited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
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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
lnsurance, indicating that Consultant has obtained or cunently 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 olher agent to commence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereof to City. Verification 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
Slalulory Workers' Colnpensation Insurance and Employer's Liability Insurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions ofthe Califomia
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability lnsurancc
shall be provided with limits of nol less than ONE MILLION DOLLARS ($ I ,000,000.00) pcr
accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION
DOLLARS (S1,000,000.00) disease per policy. In the altemative, Consultant may rely on a sell'-
insurance program to lmeet lhosc requirements, but only if the program of self-insurance conrplies
lully with tlie provistons of the California Labor Code. Determination of wlrether a self-insurancc
progranl nreets thc standards olthe Calilomia Labor Code shall be solely in the discretion olthc
Contract Adnrinistralor. The insurer, if insurance is provided, or Consultant, if a prograrn of scll-
insurance is provided, shall waive all rights of subrogation against City and its officers, ollicials,
enrployees, and authorized volunteers for loss arising from the Services performed under this
Agreement.
4.2 Commercial General and Automobile Liabilitv Insurance
a. General reguirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amounl not less than ONE MILLION DOLLARS ($1,000,000.00) per occurence, combined
single linrit coverage, for risks associated with the Services contemplated by this Agreement, TWO
MILLION DOLLARS (52,000,000.00) general ag$egate, and TWO MILLION
DOLLARS (S2,000,000.00) products/completed operations aggregate. If a Commercial Cencral
Liability Insurance or an Automobile Liability Insurance form or other form with a general
aggregate limit is used, either the general ag$egate 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 of hired, owned, and non-owned automobiles.
b. Minirlum scope of coverage. Commercial general coverage shall be at least
as broad as Insurance Servtces Officc Conrnrercial General Liability occurrence fonl CG 0001
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Automobile coverage shall be at leasl as broad as Insurance Services Office Automobile Liability
form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
c. Additional requirements. Each of the following shall be includcd in thc
insurance coverage or added as a certified endorsement 1o the policy:
a. The insurance shall cover on an occurence or an accident basis, and
not on a claims-made basis.
b. Any failure ofConsultant to comply with reporting provisions ofthe
policy shall not affect coverage provided to City and its officers, employees, agents,
and volunteers.
General requirements. Consultant , at its own cost and expense, shallil
naintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS (S 1,000,000) covering the licensed professionals' errors and onrissions.
Any deductible or self-insured retention shall be shown on the Certrficate. If the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS (S25,000), it must be
approved by City.
b. Claims-made linrilalions. The followi ng provisions shall apply il'thc
professional liability coverage is written on a claims-made form
a. The retroactive date of the policy must be shown and must be no
later lhan the cornmencenrenl 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 tlris
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 nrinimum of five (5) years after the expiration or termination of this Agreement
or the completion ol'the Services. Such continuation coverage may be provided by
one ofthe following: (l) renewal ofthe existing policy; (2) an extended reporting
period endorsement; or (3) replacemenl 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 rcporting
provisions of the 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.
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4.3 Professronal Liabilit],lnsurance.
J Acceptabilitv of insurers. All rnsurance re quired by this Section is to be
placed with insurers with a Bests' rating of no less than A:VIl and admitted in Califomia
d. Additional insuredl prirnary insurancc. Cit y and its officers, employees,
agents, and authorized volunteers shall be covered as additional insureds with respecl to each of
the lollowing: liability arising oul of the Services perfomred by or on behalf of Consultant,
including the insured's general supervision ol 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 10 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 nraintained by City. Additional insured status shall continue
for one ( I ) year after the expiration or temrination ofthis Agreement or completion ofthe Services.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its officers, officials, enrployees, and volunteers, and
that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss
under the covcrage.
Deductrbles and Sclf-insured Retentions. Consultanl shall obtain thec
written approval of City for the self-insured retentions and deductibles before beginning any of tlie
Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Adnrinistrator, Consultant may increase such deductibles or self-
insured retentions with respect to City, its oflficers, employees, agents, and volunteers. The
Contract Adrninistrator may condition approval of an increase in deductible or self-insured
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4.4 All Policies Reouirenrents.
b. Verificatron of coverage. 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 certificd copies ofall
policres, including complete certified copies of all endorsements. All copies of policies and
cerlified endorsements shall show tlie signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of Insurance must include the following reference: CITY
OF MENIFE PUBLIC WORK MAINTENANCE & OPERATIONS CENTER (MOC)
EXTERIOR IMPROVEMENTS PROJECT. The name and address for Additional Insured
endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee,
29714 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for
liability arising out ofongoing and completed operations by or on behalf of Consultant.
c. Notice of Reduclron in or Cancellation of Coverage. Consultant shall
provide written notice to City within ten ( l0) working days if: ( l) any of the required insurance
policies is terminated; (2) the limits ofany olthe required polices are reduced; or (3) the deductible
or self-insured retention is increased.
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7610176.2 a07lll/18
retention levels with a requirement that Consultant procure a bond guaranteeing payrnent oflosses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
f. Subcontractors. Consultant shall include all subconlractors 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 ol'such insurance are either not commercially available, or lhat
City's interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies al law or equity City may have if
Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option, exercise any of the following
remedies, which are altematives to other remedies City may have and are not the exclusive remedy
f,or Consultant's breach:
a. Obtain such insurance and deduct and retain the an'rounl of the premiums
for such insurance from any sums due under this Agrecmentl
b. Order Consultant to stop work under tlris Agreement or withhold any
pa)ment thal becomes due lo Consultant hereunder, or both stop work and withhold any
pa),ment, until Consultant demonstrates cornpliance with the requirements hereof; and/or
Terminate this Agreement
SEC'I-ION 5. INDF],MNIFICATION.
5.1 lndemnification for Professional Liability. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold hamrless
City and any and all of its officers, employees, officials, volunleers, and agents from and against
any and all claims, losses, costs, darnages, 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 acl, error,
or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or
individual thal Consultant shall bear the legal liability thereof) in the performance ofprofessional
services under this Agreement.
5.2 Indemnrfication lbr Other than Prol'essional Liabilitv. Olhcr than in the
performance of professional services and to the full extent penritted by law, Consultanl shall
indemnify, protect, defend (with counsel selected by City), and lrold harmless City, and any and
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7630176I a07lll/18
c.
all of its officers, employees, oflficials, 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 attribulable 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 Lrnritatio n of Indenrnification for Design Professionals Notwithstanding any
provision of this Section 5 to the contrary, design professionals are required to defend and
indemnify City only to the extent permitted by Civil Code Section 2782.8. The temr "dcsign
professional" as defined in Section 2782.8, is limited to hcensed architects, licensed landscape
architects, registered professional engineers, professional land surveyors, and the business entities
that offer such services in accordance with the applicable provisions of the Califomia Business
and Professions Code.
5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to
claims occuning as a result of City's sole or active negligence. The provisions olthis Section 5
shall not release City from liability arising from gross negligence or willful acts or onrissions 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 Indcpendent Contractor. At alltinrcs durin g the term of this 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
Agreemenl and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City
shall not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to tlris 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 nranner represent that it or any of its officers,
employees, or agents is in any manner officers, officials, employees, or agents of City. Corrsultant
shall not incur or have the power lo incur any debt, obligation, or liability whatever against City,
or bind Cily in any manner. Except for the fees paid to Consultant as provided in this Agrecment,
City shall not pay salaries, wages, or other compensation to Consultanl for performing the Services
hereunder for City. City shall not be liable for compensation or indemnification to Consultant for
injury or sickness arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any
of its employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment by
City, including but not limited to eligibility to enroll in the Califomia Public Enrployces
Retirement Systern ("PERS") as an employee of City and entitlement to any contribulion to be
paid by City for enrployer contributions and/or employee contributions for PERS benefits.
SECTIONT. LEGALREQUIREMENTS.
7.1 Goveming Law. The laws of the State of California shall
8-
govern this Agreement
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1.2 Conroliance with Applicable Laws. Consultant and an y subcontractor shall comply \
with all applicablc local, state, and federal laws and regulations applicable to thc performance of
the work hereunder. Consultant shall not hire or ernploy any person to perform work within City
or allow any person to perform the Services required under this Agreement unless such person is
properly documented and legally entitled to be employed within the United States. Any and all
work subject to prevailing wages, as determined by the Director oflndustrial Relations ofthe State
of Califomia, will be the minimum paid to all laborers, including Consultant's employee and
subcontractors. It is understood that it is the responsibility of Consultant to deternrine lhe correct
scale. The State Prevailing Wage Rates may be obtained from the Califomia Department of
Industrial Relalions ("DIR') pursuant 1o Califomia Public Utilities Code, Sections 465,466, and
467 by calling 415-703-4774. Appropriate records demonstrating compliance with such
requirement shall be maintained in a safe and secure location at all times, and readily available at
City's request. Consultant shall indemnify, defend, and hold City and its elected and appornted
boards, members, officials, officers, agents, representatives, employees, and volunlcers hannless
lrom and against any liability, loss, damage, cost or expenses (including but not limited to
rcasonable allomeys' fees, expert witness fees, court costs, and costs incurred relaled to any
inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any
party perfoming Ihe Services of any applicable local, state, and/or federal law, including, without
limitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation ofSection
l78l of the Labor Code, as the same may be amended from time to time, or any other similar law;
and/or (iii) failure by Consultant or any party perfomring lhe Services to provide any required
disclosure or identification as required by Labor Code Section I 781, as the same nray be arnended
from time to time, or any other sin.rilar law. It is agreed by the Parties tha1, in connection wrth
performance of the Services, including, without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks ofpayment or non-pa)anent ofprevailing wages
under California law and/or the implementation of Labor Code Section I 78 I , 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 larvs. Consultant shall require the same ofall subcontractors.
7.3 Licenses and Permits. Consultant represents and warrants to City thal 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, pemrits, 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 tenn ofthis Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8. I Temrination. City niay cancel lhis Agreemenl at any time and withoul cause upon
written notification to Consultant.
8.2 Termination bv Consultant Consultant may cancel this Agreement upon 30 days'
written notice to City
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tt.3 Consequences of Tennination. In lhe event of temrination , Consultant shall bc
entitled to compensation for the Services performed up to the date of termination; City, however,
may condition payment of such compensation upon Consultant delivering to City any or all
docunrenls, 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 Agreen.rent.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end dale of
this Agreement beyond that provided for in Subsection l.l. Any such extension shall require a
written ameridment 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 Agteement. Similarly, unless
authorized by the Contract Adminislrator, City shall have no obligation to reimburse Consultant
for any otherwise reinrbursable expenses incurred during the extension period.
8.5 Amendments. The Parties may amend this Ageement only by a writing signed by
all the Parties.
8.6 Assiqnment and S u bsolrlrac1rns. Cit y 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 inlerest therein without the prior written approval ofthe Contract Administrator. Consultant
shall not subcontract any portion ofthe performance contemplated and provided for herein, otlrer
than 10 lhe subcontractors noted ln Consultant's proposal, without prior written approval of the
Contract Administrator. In 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 Ootions uoon Breach bv Cons ultant . [f Consultant materially brcaches any of the
terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the
following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this Agreement;
c. Retain a different consultant to complete the Services described in
Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services
described in Exhibit A that is unfinished at the time of breach and lhe amount that City
would have paid Consultant pursuant to Section 2 if Consultant had completed the
Services.
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SECTION 9. KEEPING AND STATUS OF RECORDS,
9.2 Licensins of Intellectual Property. Thrs A greement creates a non-exclusive and
perpetual license for City to copy, use, nrodify, reuse, or sublicense any and all copyrights, designs,
righls of reproduction, and other intellectual property embodied in plans, specificalions, 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, magnelically, or in any other mediunr, rvhich
are prepared or caused to be prepared by Consultant under lhis 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 Docunrents and Data. Consultant makes no such representation and warranty in regard to
Documents and Data which were prepared by design professionals other than Consultant or
provided to Consultant by the City. City shall not be limited in any way in its use of the Documents
and Data at any time, provided that any such use not within the purposes intended by this
Agreement shall be at City's sole risk.
9.3 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books ofaccount, invoices, vouchers, canceled checks, and other records or documents evidencing
or relating to charges for the Services or expenditures and disbursements charged to City under
this Agreement for a nrinimum of three (3) years, or for any longer period required by law, from
thedateoffinal paynrent to Consultant underthis 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 docunlents that Section 9.3 of
lhis Agreement requires Consuhanl to maintain shall be made available for rnspcction, audit,
and/or copying at any time during regular business hours, upon oral or written request of City.
Under Califomia Government Code Section 8546.7, if the amount of public funds expended under
this Agreement exceeds TEN THOUSAND DOLLARS (S 10,000.00), this Agreement shall be
subject to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period ofthree (3) years after final payment under this Agreentent.
2671/031858-000r
7610176 2 a07/l l/lli
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form that Consultant prepares
or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the
property of City. Consultant hereby agrees to deliver those documents lo City upon the expiration
or lemrination of this Agreernent. It is understood and agreed lhat the docunrenls and other
materials, including but not Iimited to those described above, prepared pursuant to thls A$eement
are prepared specifically for City and are not necessarily suitable for any future or other use. Any
use ofsuclr documents for other projects byCityshall be without liability to Consultant. Cilyand
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.
-ll-
SECTION IO.MISCEI,I,ANEOUS PROVISIONS.
10.2 Applicable Lawl Venue. The intemal laws of the State of Califomia shall govem
the interpretation and enforcement of this Agreement. In the event that either Party brings any
action against the other under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in Riverside County.
10.3 cve abilit If any provision of this Agreement is held invalid, the remainder of
tlris Agreement shall not be affected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
10.4 Section Headinqs and Subheadinss. The section hcadin gs and subheadings
contained in this Agreement are included for convenience only and shall not hmit or otherwrse
affect the tem.rs of this Agreement.
10.5 No Implied Waiverof Breach. The waiverofany breach ofa specific provision of
this Agreement does not constitute a waiver ofany other breach ofthat term or any other temr of
this Agreement.
10.6 Successors and Assigns. The provisions ofthis Agreement shall inure to the benefrt
ofand shall apply to and bind lhe successors and assigns of the Pa(ies.
10.7 Consultanl Representative. All matters under this A greement shall be handled fbr
Consultant by Carson P. Edgington PE ("Consultanl's Representatrve"). The Consultant's
Representative shall have full authority to represent and act on behalfofConsultant for all purposcs
under this Agreenrent. The Consultant's Representalive shall supervise and drrect the Scrvices,
using his best skill and attention, and shall be responsible for all means, methods, techniqucs,
sequences, and procedures and for the satisfactory coordination of all portions of the Services
under this Agreement.
10.8 Citv Contract Administration. This Agreement shall be administered by a City
employee, Carlos Geronimo, Sr. Civil Engineer ("Contract Administrator"). All corresponde nce
shall be directed to or through the Contract Adnlinistrator or his designee. The Contract
Adrninistrator shall have the power to act on behalf of City for all purposes under this Agreenrent.
Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders lronr
any person other than the Contract Administrator or hrs designee.
10.9 Notices. Any written notice to Consultant shall be sent to
267 t/011158,000r -12-
10. I Attomeys' Fees. If either Party to this Agreenrent brings any action, including an
action for declaratory relief, to enforce or inlerpret the provision ofthis Agreemenl, the prevailing
Party shall be entitled to reasonable attomeys' fees and expenses including costs, in addrtion to
any other relief to which that Party may be entitled; provided, however, thal the attomeys' l'ees
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.
RICK ENGINEERING COMPANY
Attn: Carson P. Edgington PE
5620 Friars Road
San Diego, C A 921 1 0-2596
Any written notice 10 City shall be senl to the Conlract Administrator at
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: Carlos Geronimo, Sr. Civil Engineer
with a copy to
City Clerk
City of Menrfee
297 l4 Flaun Road
Menifee, CA 92586
10.10 Prolessional Seal Where applicable in the detemrination of lhe Contract
Administrator, the first page ofa technical report, first page ofdesign specifications, and each page
of construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and
Signature of Registered Professional with reportidesign responsibility," as in the following
example.
Seal and Signature ofRegistered Professional with
report/desi gn responsibility.
l0.ll Riehts and Remedies, Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative
and the exercise by either Party of one or more of such rights or remedies shall not preclude the
exercise by it, at the same or differerrt times, ofany other rights or remedies for the same delault
or any other deflault by the other Party,
10. l2 Integration. This Agreement, including the scope of services attached hercto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City and
Consultant and supersedes all prior negotiations, rcpresentations, or agreenrents, either written or
oral. The terms of this Agreement shall be construed in accordance with the meaning of tl,e
language used and shall not be construed for or agairrst either Party by reason ofthe authorshrp ol
this Agreernent or any other rule of construction which might olherwise apply.
267tl03tE5lr-000t
7610376 2 a07lll/18 -13-
10.13 Counterparts. This Agreement may be executed in multiple counterparts, eaclr of
which shall be an original and all oiwhich together shall constitute one agreement.
I 0. I 4 Execution of Contract. The persons executing this Agreement on behalf of each of
the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so
executing this Agreement, such Party is lormally bound to the provisions of this Agreement, and
(iv) that entering into this Agreemenl does not violale any provision of any other Agreement to
which said Party is bound.
I 0. I 5 Nondiscrinrination. 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 impemrissible classification including, but not limited to, race, color, creed,
religion, sex, marital status, sexual orientation, national origin. or ancestry.
10. I 6 No Third Part), Beneficiaries. With the exception of the specific provisions set
forth in this Agreement, there are no intended third-party beneficiaries under this Agreemenl and
no such other third parties shall have any rights or obligations hereunder.
10. l7 Nonliability of City Officers and Employees. No officer, official, employee, agent,
representative, or volunteer of City shall be personally liable to Consultant, or any successor in
interest, in the event ofany default or breaclr by City or for any amount which may become due to
Consuhanl or to its successor, or for breach ofany obligation of the temrs olthis Agteemenl.
10.18 No Undue Influence. Consultant declares and warranls lhat no undue influcncc or
pressure is used against or in concert with any officer or employee of City in connection with the
award, terms or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer r,r 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. l9 No Benefit to Arise to Citlr Emplovees. No member, officer, or employee of City,
or their designees or agents, and no public official who exercises aulhority over or lras
responsibilities with respect to this Agreement during his/her tenure or lor one (l) year thercafter,
shall have any interest, direct or indirect, in any agreement or sub-agreenent, or the proceeds
thereol, l'or the Services to be performed under thrs Agre ement.
ISignatures on Following Page]
t67t'0tls5t-000t
76.10176I r07/llll3 -14-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CONSULTANT
CITY OF MENIFEE
1t
J
Bill Zim yor
Attest:
S anrvarin C ity Clerk
Ap as to Fomr
Attorney
Kevin Gibson, Pri ltct pal
ngton, Asso ciate
[Corporation must have two signatures]
26? l/0:I lt53-0001
7610:l?6 2 !07/l l/ l8 -15-
Melchin!,
,|
EXHIBIT A
SCOPE OF SERVICES
l6l tr0:l ts5x,000l
76.lo.ll6: d07r I l/13 EXHIBIT A
RICK
!\(,t\t t t \(. C()\lr'\\'\
August 23, 2018
Carlos E. Geronimo
Senior Civil Engineer
City of Menifee
29714 Haun Road
Menifee, Califomia 92586
Senl via email.
SUBJECT:PROPOSAL FOR THE CITY OF MENIFEE PUBLIC WORKS YARD
(RICK ENCINEERING COMPANY PROPOSAL)
Dear Mr, Geronimo:
Thank you for the opportunity to present this proposal for the civil engineering serviccs
associaled with the City of Menifcc Public Works Yard Facility Extcrior Improvements, locarsd
at 27860 Bradley Road. The scope of this work is bascd on the ccaceptual plan reccived on
August 16, 201 8 and the site visit on August 21, 201 8.
Attached is our detailed Scope ofScrviccs, Exhibit A and Fec Proposal, Exhibit B
We appreciatc the opportunity to provide this proposal and look forward lo working with you on
this project. Should you have any questions rcgarding this agrecment, please feel free lo contoct
myselt at (619) 291-0707,
Sincerely,
G COMPANY
RCE 96519
CPE s. li proposrllwcoaf.. PuUi. Wo*! Yud Co!., L.rr.r
50lot n6 Ro,rd . snn DicBo, Crl'fo.nrJ 9.:ilo l!'ri, . I'19 lrl o7o: . l.r rrr,, .'al {l6i ' r(tlnlinc$'n,i (on
slN Drtco 8lv€lsloE otAN6t sAcr^MtNro sAN tUEoatsPo SaxtSsfrtrD DCNvtR pHotNtx ,uc50N
26t lr0:l t85s-000 t
7610176 2 a0711 l,I it
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' --'iulon n dfgington
Asldciatc
SUBJECTI
EXHIBITA
SCOPE SERVICES
PUBLIC WORKS YAFO FACILITY EXTERIOR IMPROVEMENTS
SCOPE OF WORK
l. Prepare Site Plan/Precise Gmdine Plan
Prepare a site plan lor the additional asphalt pavement area, trash enclosure, building
awning columns, perimeter lighting layout and waler quality facilities. This task will also
include evaluation and adjustments to thc Americans with Disabilities Act (ADA) parking
stalls and an ADA compliant walkway from the stalls to the building enlrance. lt is
understood that the new awning columns will be pursuant lo standard details and no
structural calculations or building plan submittals will be included in this scope.
Off-site work to be incorporated in the site plon will be just the water quality basin outlet
structure, however it is antieipaied that no separate improvement plans will be required.
2. Final Water Ouality Manasement Plan (WOMP)
Prepare and submit to the City of Menifee, one (l) Water Quality Management Plan
(WQMP). The WQMP will be provided to address the requirements for permanenl storm
water Bcst Management Practices (BMPs) lfuoughout the site as a result of the project,
including source control, site design and storm water LID BMP requirements. It will be
prepared in accordance with the 2010 Santa Ana Region (SAR) MS4 Permit (Order No. R8-
2010-0033, as amended by Order No. R8-2013-0024) and Water Quality Management Plan
guidance document for the Santa Ana Region of Riverside County, dated Oclober 22, 2012.
A WQMP template for the Sanla Ana Watershed Region of Riverside County (dated June 30,
2016) will be used.
This task includes calculating on-site storm water quality volumes (for the newly added
impervious areas only within the project site) in order to design suuctural BMPs, selecting
and sizing appropriate storm water structural BMP(s) based on the site layout, and providing
a WQMP exhibit showing the project site and location of permanent BMP(s). The report will
include an Operation and Maintenance Plan (OMP) for the permanent BMPs in text format,
and one will also be prepared in tabular format for inclusion on the plans, punuant to City
requircments. Feasibility of infiltration BMPs and harvest and use BMPs will be assessed
based on available information provided by the City and pursuant to the requirements of the
2010 MS4 Permit and the WQMP guidance document. However, it is our understanding
from our conversation with the City that a geotechnical engineering services is not included
as part of the scope of services. This scope assumes one (l) biofiltration BMP to treat the
newly added inrpervious area-
CPE sr X Propos0liw.nifc! Public WodisExhrbil A
-3-2671/0lts5ti-0001
?610176.2 a07/ll/lE
Plsc I of .l
EXIIIT}IT A
SCOPE SERVICES
3. Landscape & Irrigation Plans
-5, Soecifications
Prepare specifications in Oreenbook format (using the City's latest templales)
6. Process Plans & Reoort
Process the site/grading plan with the Cily of Menifee to oblain approval for the proposed
sitc improv€ments. Item will include responding to eomments and attend meetings with
city staff as required to obtain department approvals for the plans and report. It is
articipated that two plan review cycles will be required for this tssk.
7. ConsultationScrvices
Provide consulta(ion services necessary to coordinate the work described above with the
City of Menifee. This item also includes meetings with the project team and the client as
required, For budgeting purposes, this item estimates l0 hours flor miscellaneous
coordinalion time and meeting time.
GENERAL ASSUMPTTONS & EXCLUSIONS
The following itcms may bc rcquired, but are not included in thc scopc ofwork outlined abovc.
Additionql authorization will be rcquircd for these scrvices.
Structural calculations or design.
Geotechnical design or analysis.
Electrical engineering.
CPE 5r K Pro0osilru!4cnrfcc Public wo,lr Exhrbrl A
267t0]ts5tl 000t
76:li).I76 ? u0r/l l/ll1
Plg€ 2 ol.r
Prcpare and process landscape and inigation plans with the City of Menifee. The planting
plans includes simple drought tolcrant planting for the two small landscape areas at the
frontage ofthe site, the planting areas between the building and ADA stalls, the back of thc
sitc to the Caltrans Right of way and thc water quality planting area. It is understood that
per our sitc visit the planting arca behind the building, was rcqu€sted to bc taller plants to
help screen the site. The inigation plans will use the existiog point of comection localed at
the southeast comer of the building. There is one waler source for potable and irrigalion
services and the project is lo mainlain thc existing assembly. This task also includes
processing the landscape and irrigation plans with the City.
4. Enqineer's Estimate olProbable Cost
Prcpare an engineer's estimate ofprobable coss based on the final plan set.
EXHIBIT A
SCOPE SERVICES
Topographic or boundary survey.
Construction staliing,
Flood control plans or proccssing.
Traflic studies or reports.
Construction suppofl.
On-site/off-site Drainage Study (Hydrology & Hydraulics Report). Pursuant ro out
discussion with the City, a drainage srudy (hydrologic and hydmulic rcport) for this project
is not anlicipated to be required. Also, upstrcarn and downslrearn off-site flows lhal are
conveyed in the storm drains downstream of the project will not bc anolfzed.
Federal Emergency Managcmcnt Agency (FEMA) services. It is our understanding that an
existing culven undemeath the projecl site is designed to convey thc 100-year peak l'low
rat€s from offsite areas and it is snticip8ted tha( lhe proposeC site improvement will not
impact the existing culvert. Thercforc, any analyses/reports and processing should not be
required for FEMA.
Geotechnical investigation. Pursuant to the Santa Ana ReBion WQMP guidance document,
it is anticipated that infiltmtion rates and./or feasibility will be rcquired and provided by a
geotechnical engineer. Pursuant to our discussion with the City, this ilem is not included as
pan ofthis project.
Detention analysis. The on-site drainage study is not anticipated to be required; therefore,
the delention analysis is not included as pan oflhc scope ofservices. If it's required by the
City of Menifee, a separate scope and fec will be prepared.
Hydromoditication Management Plan (HMP) i Hydrologic Condition of Concem (LICOC).
Based on the County of Rivcrsidc "Stoml Walcr Tracking Tool" (an online tool), the
proiect is situated within an area that is "not susceptiblc" to hydromodification. Therefore,
the HMP/HCOC analysis is not included as pan of this scopc of sewices.
Potential Critical Coursc Sedimcnt Yicld Arca Analysis (PCCSYA). It is anticipared rhar
this will not apply to this project.
Storm Water Mainlenance Agreement. Tlis is a City facility; thereiore, it is anticipared
that a storm water maintenance agreement is not required-
Alternative compliance. This is not anticipated sincc the on-site stonn waler pollutant
control BMP requirements are anticipated to be addressed using bioliltration BMPs or
betler.
Cl|f rr K Pftrpo5dk\Minif.. Pubhc lvork Erhitit A
267 t /01 [r58-000 r -5-
l'r[. :] of 4
EXIIII}IT A
SCOPE SERVICES
SWPPP / Construction Gencral Permit. The projecr's ground disturbance is anricipared ro
be less than one (l) acre; therefore, a Storm Water Pollurion Prevention Plan (SWPPP)
should not be requircd.
Permanent BMP as-built cenification. An as-built certificalion for thc proposcd BMP may
be required as pafl of thc construclion support. lf this is required, a scparate scopc of
scrvices will be providcd.
CP[ !r K fio,ror.hlv.nrtcl: hbhc Worlir Erhrbrr A
167l/0:l lli5ll-000 t -6
EXHIBIT B
COMPENSATION SCHEDULE
RICK ENGINEERING COMPANY
PROJECT: Meuilec Public lfork Yard
PREPARE SITE PLAN/PRECISE CRADING PLAN
FINAL WQMP
LANDSCAPE & IRRIGATION PLANS
ENGINEER'S ESTIMATE OF PROBABLE COST
SPECIFICATIONS
PROCESS PLANS & REPORT
CONSULTATION SERVICF:S
DIRECT EXPENSES
Crand Total:
CPE sr K Propordrw.nrf.. tubhc Worts lirhrbir A
s 7,4ss.oq
$ 6,640.00
$ 9,240.00
s 1,375.00
$ 975.00
$ 4,5 r 5.00
$ r,950.00
$ 500.00
$ 32,550.00
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EXHIBIT B
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