2019/12/03 Rick Engineering Company CC/Planning Workshop General Plan/Development RegulationsCITY OF MENIFEE,
PROFESSIONAL SERVICES AGREEMENT
CITY COUNCIL/PLANNING COMMISSION WORKSHOP ON THE GENERAL
PLAN AND DEVELOPMENT REGULATIONS
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
this i4l day of bar;:nrbl-f ,2019 ("Effective Date") by and between the CITY OF MENIFEE,
a Califomia municipal corporation, ('Ciry") and RICK ENGINEERING COMPANY, a A
Califomia Corporation ("Consultant"). City and Consultant may sometimes herein be referred to
individually as a "Party" and collectively as the "Parties."
SECTION I. SERVICES.
l.l Term ofServices. The term of this A greement shall begin on December 3,2019
and shall end on June 30, 2020 unless the term of this Agreement is otherwise terminated or
extended as provided for in Section 8. The time provided to Consultant to complete the Services
required by this Agreement shall not affect City's right to terminate this Agreement, as provided
for in Section 8.
1.2 Standard of Performance. Consultant represents and warrants that Consultant is a
provider offirst class work and services and Consultant is experienced in performing the Services
contemplated herein and, in light ol'such status and experience, Consultant shall perlorm the
Services required pursuant to this Agreement in the manner and according to the standards
observed by a competent practitioner of the profession in which Consultant is engaged in the
geographical area in which Consultant practices its profession and to the sole satisfaction of the
Contract Administrator.
1.3 Assignment of Personnel. Consultant shall assi gn only competent personnel to
perform the Services pursuant to Agreement. [n the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment ofany such persons, Consultant
shall, immediately upon receiving notice from City ofsuch desire of City, reassign such person or
persons.
1.4 T!!9. Consultant shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations
hereunder.
,6104212a0Er29/19
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to
City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated
herein by this reference (the "Services"). Consultant will perform subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance with the Scope of
Services. In the event ofa conflict in or inconsistency between the terms of this Agreement and
Llxhibit A, this Agreement shall prevail.
Authorization to Perform S ervices. Consultant is not authorized to perform any of
the Services or incur any costs whatsoever under the terms of this Agreement un til receipt of
authorization from the Contract Administralor
SECTION 2. COMPENSATION.
CityherebyagreestopayConsultantaSumnottoexceedEIGHTTHoUSANDSlx
HUNDREb SEVENTy DOLLARS AND ZERO CENTS ($8,670.00) 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. ln the event of a conflict
Letween this Agreement and Exhibit A, regarding the amount of compensation, this Agreement
shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at
the time and in the manner set forth herein. The payments specified below shall be the only
payments from City to Consultant for the Services rendered pursuant to this Agreeffent.
bonsuttant shull submit all invoices to City in the manner specified herein. Except as specifically
authorized in advance by City, Consultant shall not bill City for duplicate services performed by
more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e.' Progress Bill No. I 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 of the 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;
f. Receipts for expenses to be reimbursed;
g. TheConsultantRepresentative'ssignature.
Invoices shall be submilted to:
City of Menilee
Attn: Accounts Payable
t.5
267t,03t85E-000t
?630421 2.08129119 _1_
29844 Haun Road
Menit'ce. CA 92586
2.2 Monthly Payment. city shall make monthly payments, based on invoices received,
fo, th" S"*i"e. .utisfuctoiily performed, and for authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt of an invoice that complies with all ofthe requirements
above to pay Consultant
2.3
pursuant to
to City of a
inal Pa cnt
this Agreement w
final invoice, if al
. City shall pay the last five percent (5%) of the total amount due
ithin iixry (60) days after completion of the Services and submittal
lofthe Services required have been satisfactorily performed.
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement.
shall make no payment for any extra, further, or additional service pursuant to this Agreemen
City
t.
ln no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either fbr a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior
to the submission of such an invoice.
2.4 tal Pa ment . City shall not pay any additional sum for any expense or cost
2.5 Hourl v 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 Ileimbursable Exoenscs. Reimbursable ex penscs are included within the maximum
amount of this Agreement
7.7 Pavment of Taxes. Consultant is solel y responsible lbr the payment olemployment
taxes incurred under this Agreement and any federal or state taxes.
2.8 Pavment upo n Termination. ln the event that Cit y or Consultant terminates this
Agreemcnt pursuant to Section 8. City shall compensate Cons
reimbursable cxpenses incurred lor Services satisfactorily
expcnses as ofthe date of written notice of termination. Cons
and timesheets in order to verify costs and reimbursable expen
ultant for all outstanding costs and
completed and for reimbursable
ultant shall maintain adequate logs
ses incurred to that date.
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, consultant shall, at its sole cost and expense, provide all
facilities and equipment necessary to perform the services required by this Agreement. City shall
make available to Consultant only physical facilities such as desks, filing cabinets, and conference
space, as may be reasonably necessary for Consultant's use while consulting with City ernployees
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 ol city. In no event shall city be
required to iurnish any facility that may involve incurring any direct expense, including but not
limited to computer. long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
)26? t/031858,000r
1630,!21 2 a9ai29ltt)
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work underthis Agreement, consultant, at its own cost and expense,
shall procure the types and amounts of insurance checked below and provide certificates of
Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the
requirements of this section and which is satisfactory, in all respeots, to City. Consultant shall
maintain the insurance policies required by this section throughout the term of this Agreement.
l-he cost of such insurance shall be included in Consultant's compensation. Consultant shall not
allow any subcontractor, consultant or other agent to commence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereoito City. Verification ofthe required insurance shall be submitted and made part
of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover
inter-insured suits between City and other Insureds.
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
persons cmployed directly or indirectly by Consultant pursuant Io the provisions ofthe Cal
Labor Code. Statutory Workers' Conrpe,sation Insurance and Employer's Liability Ins
shall be provided with limits of not less than oNE MILLION DOLLARS ($1,000,000.00) per
accidenr, oNE MILLION DOLLARS ($1,000,000.00) disease per employee, and oNE MILLION
DOLLARS ($1,000,000.00) disease per policy. In the alternative, 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 ofwhethera selfl-insurance
program meets the standards oithe Calilomia Labor Code shall be solely in the discretion ofthe
bontract Administrator. The insurer, if insurance is provided, or Consultant, ifa program of sell-
insurance is provided, shall waive all rights of subrogation against City and its officers, officials,
employees, ind authorized volunteers for loss arising from the Services performed under this
Agreement.
4.1 Workers' C omDensation. Consuhant shall . al its solc cosl and expensc, maintain
and all
ilbrnia
urance
4.2 Commercial G cneral and Autom obile l-iabilitv lns u ra nce
Ceneral rs ouirements. Consultant , at its own cost and expense, shalla
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amount not less than oNE MILl,lON DOLLARS ($1,000.000.00) per occurrence, combined
single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO
MILLION DOLLARS ($2,000.000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) producrs/completed operations aggregate. lf a commercial General
Liability lnsurance or an Automobile Liability Insurance form or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection
against 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. Minimum sco eof coverase. Commercial general coverage shall be at least
as broad as lnsurance Services Olllce Commercial General Liability occurrence form CG 0001
267t/01r858"0001
?610,121 2.08/29119 -4-
Automobile coverage shall be at least as broad as lnsurance Services Office Automobile Liability
form cA 0001 code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
c Additio nal requirements. Each of the followin g shall bc included in the
insurance coverage or added as a cerlified 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.
b. lnsurance must be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or termination of this
Agreement or completion of the Services, so long as commercially available at
reasonable rates.
c. Ifcoverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the Effective
Date of this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years afier the expiration or termination of this Agreement
or the completion ofthe Services. Such continuation coverage may be provided by
one ofthe following: (l) 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, ilConsultant 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.
267tl01t8JE-000t
?630.t21 2.08/29119 5
4.3 ProfessionalLiabilitvlnsurance.
a. General requirements. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
prof'essionals 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. lf the deductible or
seli-insured retenrion 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 of the policy must be shown and must be no
later than the commencement of the Services'
4.4 A ll Po licie s Requirements.
tabilitv of insurers. All insurance required by this Section is to be
placed wirh insurers with a Bests' rating of no less than A:VIl and admitte d in Califomia
b. Vcrilic ation of cov erase. Prior to be ginning the Services under this
a. Accep
Agreement, Consultant shall furnish City w
endorsemenl or policy language granting additi
policies, including complete certified copies
certificd endorsements shall show the signatu
ith Certificates of Insurance. additional insured
onal insured status complete certified copies ofall
of all endorsements. All copies of policies and
re of a person authorized by that insurer to bind
coverag e on its behall'. Thc Certificate ol'lnsurance must include the following reference: GITY
COUN CIL/PLANNIN G COMMISSI ON WORKSH OP ON THE G ENERAL PLAN AND
DEVELO PMENT RE(;ULATIONS. -fhc name and address for Additional Insured
endorsements. Certificates of Insurance and Notice of Cance llation is: City of Menifee,
29844 Haun Road, Menil-ee, CA 92586. City must be endorsed as an additional insured lor
liability arising out ofongoing and completed operations by or on behalf of consultant.
Notice ol Reduction in or Cancellation of Coverase. Consultant shall
provide written notice to City within ten ( l0) working days if: (l) any ofthe required insurance
policies is terminated; (2) the limits ofany ofthe required polices are reduced; or (3) the deductible
or self insured retention is increased'
c
d. Additional insu red: primary lnsurance City and its officers, employees,
agents. and authorized volunteers shall be covered as additional insureds with respect to each of
thie following: liability arising out of the Services performed by or on behalf of consultant'
including the-insured's general supervision of Consultant; products and completed operations of
consultant, as applicable; premises owned, occupied. or used by consultant; and automobiles
owned, leased, oi used by Consultanl in the course of providing the Services pursuant to this
Agreement, The coverage shall contain no special limitations on the scope ofprotection afforded
to-City or its olficers, 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 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, employees, and volunteers, and
ihat no insu.ance or self-insurance maintained by City shall be called upon to contribute to a loss
under the coverage.
Dcductib les and Self-insured Retenlions. Consultant shall obtain the
wrilten approval of C ity fbr the self-insured retentions and deductibles before beginning any of the
Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or self-
insured rctentions wilh respect to City, its oflicers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
267t101t85E-000t
7610421 2 a08/29/19 -6-
retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses
and related investigationi, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
under its policies or shall fumish separate certificates and certified endorsements for
subcontractor. All coverages for subcontractors shall be subject to all ofthe requirements
f. Subcontr actors.Consultant shall include all subcontractors as insureds
each
stated
g. Variation. The Contract Administrator may, but is not required-to, approve
in writing a valiation in the foregoing insurance requirements, upon a determination that the
"or.."g"lr"op., limits, and forms ofsuch insurance are either not commercially available, or that
City's interests are olherwise fully protected.
4.5 Remedies. tn addition to any other remedies at law or equity city may have if
Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option, exercise any of the following
remedies, which are alternatives to other remedies City may have and are not the exclusive remedy
for Consultant's breach:
a. Obtain such insurance and deduct and retain the amount ofthe premiums
for such insurance from any sums due under this Agreement;
hcrein
b. Order Consultant 10 stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder' or borh stop work and withhold any'
payment, until Consultant demonstrates compliance with the requirements hereofl and/or
c. Terminate this Agreement.
SECTION 5, INDEMNIFICATION.
5.1 lndemnillcation for P rofessional Liabilit Where the law establishes a
professional standard of care for performance of the Services. to the fullest extent perrnitted by
iaw, Consultant shall indemnify, protect, def'end (with counsel selected by City), and hold harmless
City and any and all of its officers. employees, officials, volunteers, and agents from and against
any and all claims, losses, costs. damages, expenses, liabilities. liens, actions, causes of action
(whether in tort, contract, under statute, at law, in equity. or otherwise) charges, awards,
assessments. fines, or penalties of any kind (including reasonable consultant and expert fees and
expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a
deiense for City, the legal costs of counsel retained by City) and any judgment (collectively,
"Claims") to the extent same are caused in whole or in part by any negligent or wrongful act, error,
or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or
individual that Consultant shall bear the legal liability thereof) in the performance of professional
services under this Agreement.
5.2 lndemnification for Other than Prolb ssional Liabilit 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
267 t/011858-000t
1630"4,212 ^08t2rll,
-1-
all of its officers, employees, officials, volunteers, and agents from and against any and all Claims,
where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in
part, the performance ol this Agreement by Consultant or by any individual or entity for which
bonsultant is legalty liable, including but not limited to officers, agents, employees or
subcontractors of Consultant.
claims occurring as a result of City's sole or active negligence. The pro
shall not release City from liability arising from gross negligence or wil
City or any and all of its officers, officials, employees, and agents acting
5.3 Limitat ion of lndemni ic atlon The provisions of this Section 5 do not apply to
visions of this Section 5
lful acts or omissions of
in an official capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 ndent Con r. At all times durin g the term of this Agreement, Consultant
shall be an independent contraclor and shall not be an employee of City. City shall have
to control Consultant only insofar as the results of the Services rendered pursuan
Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise city
shall not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to this Agreement. The personnel performing the Services under this
Agreemeni on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Consultant shall not a1 any time or in any llanner represent that it or any of its officers,
employees, or agcnts is in any nranner offlcers, officials, employees, or agents of City. Consultant
shall not incur Jr have thc power to incur any debt, obligation, or liability whatever against City,
or bind City in any manner. Except fbrthe 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 lbr City. City shall not be liable for compensation or indemnification to Consultant ftrr
injury or sickness arising out of perfbrming 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 becomc 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 cmployer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Govelinglatv. The laws of the State of California shall govern this Agreement.
thc right
t to th is
7.2 Complia nce with Anolicable Laws . Consultant and any subcontractor shall comply
with all applicable tocal. statc. and federal laws and regulations applicable to the performance of
the work hereunder. Consultant shall not hire or employ any person to perform work within City
or allow any person to pcrform the Services required under this Agreement unless such pcrson is
properly documented and legally entitled lo be employed within the United States. Any and all
work subject to prevailing wages, as determined by the Director of Industrial Relations ofthe State
of California, will be the minimum paid to all laborers, including Consultant's employee and
subcontractors. It is understood that it is the responsibility of Consultant to determine the correct
scale. Thc State Prevailing Wage Rates may be obtained lrom the Califomia Department of
-8-2671/03185E-0001
7630421.2 aq8/29i19
Industrial Relations ("DIR") pursuant to Califomia Public utilities code, sections 465,466, and
467 by calling 415-703-4774. Appropriate records demonstrating compliance with_such
requirement shill be maintained in a safe and secure location at all times, and readily available at
Ciiy,s requcst. Consultant shall indemnify, defend, and hold City and its elected and appointed
boards, members, officials, officers, agents, representativcs. employees, and volunteers harmless
from and against any liability, loss. damage, cost or expenses (including but not limited to
reasonable ittorn"yr'' 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 Sirvices ofany applicable local, state, and/or federal law, including, without
iirituiion, 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
I 7b t ol the Laboi Code, as the same may be amended from time to time, or any other sim ilar law;
and/or (iii) failure by Consultant or any party performing the Services to provide any required
disclosure or identification as required by Labor Code Section 1781, as the same may be amended
from time to time, or any other similar law. lt is agreed by the Parties that, in connection with
performance ofthe Services, including, without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks ofpayment or non-payrnent of prevailing wages
undii Culifo*ia iaw and/or the implementation of Labor Code Section I 781 , as the same may be
amended from time to time, and/or any other similar law. consultant acknowledges and agrees
that it shall be independently responsible for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Consultant shall require the same ofall subcontractors.
and its employees. agents, and any subcontractors have all licenses, pe
approvals of whatsoever nature that are legally required to practice the
Consultant represents and warrants to City that Consultant and its
subcontractors shall, at their sole cost and expense, keep in effect at all
this Agreement any licenses, permits, and approvals that are legally required to practice.their
respeclve p.ofessions. ln addiiion to the foregoing, Consultant and any subcontractors shall obtain
and maintiin during the term of this Agreement valid Business Licenses from City.
SECTION 8, TERMINATION AND MODIFICATION.
7.3 l-icenses and Permits. Consultant represents and warrants to city that consultant
rmits, qualifications, and
ir respective professions.
employees, agcnts. and
times during the term of
8.1 'fcrmi nation. Cit y may cancel this Agreement at any time and without cause upon
written notification to Consultant
8.7 Termination b Con su ltant Consultant may cancel this Agreement upon 30 days'
written notice to City.
8.3 Con ences of Termi n. ln the event ol'lermination, Consultant shall be
entitled to compensation for the Services performed up to the date of termination; City, however,
may condition payment of such compensation upon Consultant delivering to City any or all
doiurnents, 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.
26?l/01I858-0001
'7610421 )
^0At291lt)
-9-
8.4 Extension. city may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided lor in Subsection l.l. Any such extension shall require a
writteri amendmeni 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
compensatioi 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
all the Parties.
Anren ments.The Parties may amend this Agreemenl only by a writing signed by
Agreement contemplates personal performance by Consultant and is
oiConsultant's unique personal conrpetence, experience' and speci
Moreover, a substantial inducement to City for entering into this
professional reputation and competence ofConsultant. Consultant may not assign this Agreement
or any interest iherein without the prior written approval ofthe Contract Administrator. Consultant
shall not subcontract any portion of the performance cont€mplated and provided for herein, other
than to the subcontractors noted in Consultant's proposal, without prior written approval of the
Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant
shall 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.
8.6 Assiqnment a nd Subcontracting. Cit y and Consultant recognize and agrec that this
based upon a determination
alized personal knowledge.
Agreement was and is the
8.8 tions u n Breach b Itant. If Consultant materiall y breaches any of the
terms of this Agreement. City's remedics shall include. but not be I imited 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 the amount that City
would have paid Consultanl pursuant to Section 2 if Consultant had completed the
Serv ices.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Perfbrm ance.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
26? I/031858-0001
7630421 2 n08l29l19 -t0-
or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the
property oiCity. Consultant hereby agrees to deliver those documents to City upon the expiration
o. iermination-of this Agreement. li is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to this Agreement
are prepared specidcally for City and are not necessarily suitable for any future or other use. Any
use ofsuch documents for otheiprojects by City shall be without liabilityto Consultant. City and
Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other
documents aie confidential and will not be released to third parties without prior written consent
of both Parties unless required by law.
Documsnts 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
Agreenrent shall be at City's sole risk.
9.2 Licensin p of Intellectua lProDertv.This Agreement creates a non-exclusive and
, or sublicense any and allcopyrights, designs,perpetual license for City to copy, use, modify, reuse
rights of reproduction, and other intellectual prope(y 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 expres sion, including but not limited to, physical
drawings, digital renderings. or data stored digitally' m agnetically, or in any other medium, which
are prepared or caused to be prepared by Consultant under this Agreement ("Docuntents and
Data"). Consultant shall require all subcontractors to a gree in writing that City is granted a non-
exclusive and perpetual license for any Documents and Data the subcontractor prepares under this
Agreement. Consultanl represents and warrants lhat C onsultant has the legal right to license any
and all Documents and Data. Consultant makes no suc h representation and warranty in regard to
9.3 Consultant's Books and Rec ords Consultant shall rnaintain any and all ledgers.
books ofaccount, invoices, vouchers, canceled checks, and other records or documents ev idencing
9.4 lnspec tion and Audit of Records Any records or documents that Section 9'3 of
for inspection, audit,
ritten request of City.
funds expended under
rhis Agreemenr exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be
subjeci to the examination and audit of the State Auditor. at the request of City or as part oi any
audit of City. for a period ofthree (3) years after final paymenl under this Agreement.
SECTIONIO. MISCELLANEOUSPROVISIONS'
I 0. I Attorne s' Fees. If either Pa rty to this Agreement brings any action, including an
or relating to charges for the Services or expenditures and disbursements charged to City under
this Agreiment foia minimum ofthree (3) yearsr or for any longer period required by law, from
thedaGof final payment to Consultant under this Agreement. All such records shall bemaintained
in accordance witir generally accepted accounting principles and shall be clearly identified and
readily accessible
this Agreement requires Consultant to maintain shall be made available
and/or copying at any time during regular business hours, upon oral or w
Under Calitbrnia Government Code Section 8546.7, if the amount ofpublic
action for declaratory relief, to enforce or interpret the provision ofthis Agreement, the prevai ling
Party shall be entitled to reasonable attorneys' fees and expenses including costs, in addition to
-ll-26? l/01t858-0001
7630421 2 a08,20/l9
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 serv^ices
multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the
litigaiion. Tie court may set such fees in the same action or in a separate action brought for that
Aonlicable I-aw: Venue. The intemal la
ion and enforcement of this Agreement.
the other under this Agreement, the Part
vely in Riverside CountY.
10.3 Severabilitv. Ifany provision of this Agreement is held invalid, the remainder of
this Ag."e."nt shull not be afiected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
10.4 Secti l{eadin Subheadi The section headings and subheadings
contained in this Agreement are included for convenience only and shall not limit or othcrwise
affect the terms ol'this Agreement.
10.5 No Im p lied Waiver of Brcach The waiver ofany breach of a specific provision of
this Agreement does not constitute a waiver ofany other breach ofthat term or any ot her term of
this Agreement.
10.6 Succe ssors and Assi olt s . 'l'he provisions ofthis Agreement shall inure to the benefit
ofand shall apply to and bind the successors and assigns ofthe Parties'
Dresentative. All matters under this A greement shall be handled for
purpose.
10.2
the interpretat
action againsl
vested exclusi
10.7
Consultant
Representat
ws of the State of California shall govern
ln thc event that either Party brings any
ies agree that trial of such action shall be
Consultant Re
by Brian F. Moo ney. Principal ("Consultant's Representative"). The Consultant's
ive shall have full authority to represent and act on behalfof Consultant for all purposes
under this Agreeme nt. 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 proced
under this Agreemenl.
ures and for the satisfactory coordination of all portions ol the Scrvices
10.8 cit C ntract Admini This Agreement shall be administered by a Cityl1
employee, Cheryl Kitzerow, Community Development Director ("Contract
correspondence shall be directed to or through the Contract Administrator
Contrict Administrator shall have the power to act on behalf of City for a
Administrator"). All
or his designee. The
ll 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.
I 0.9 Notices. Any written notice to Consultant shall be sent to:
RICK ENGINEERING COMPAN Y
Attn: Brian F. Mooney, Principal
5620 Friars Road
San Diego, CA 0
267tl031858-0ocrl
'76f04212 h08t29l 19 -12-
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Cheryl Kitzerow, Community Development Director
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee. CA 92586
r0.t0 rofessional eal . Where applicable in the determination of the Contract
Administrator, the Iirst page ofa technical report, first page o
of construction drawings shall be stamped/sealed and s
responsible for the report/design preparation The stamp/sea
Signature of Registered Professional with report/design
example.
declared to be exclusive in this Agreement, the rights and
and the exercise by either Party of one or more of such ri
exercise by it, at lhe same or different times, of any other
fdesign specifications, and each page
igned by the licensed professional
I shall be in a block entitled "Seal and
responsibility." as in the lollowing
Seal and Signature of Registered Professional with
rtldes i res nsibilit
10. I I Rie hts and Remedies. Ex cept with respect to rights and remedies expressly
remedies of the Parties are cumulative
ghts or remedies shall not preclude the
rights or remedies for the same default
or any other default by the other Party.
10.12 Inteeration. This Agreement, including the scope of services attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreemenl between City and
Consultant and supersedes all prior negotiations, representations, or agreements, either writte-n or
oral. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason ofthe authorship of
thii Agreement or any other rule of construction which might otherwise apply.
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
10.14 Execut ion ofContract. 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 Pa(y, (iii) by so
executing this Agreement, such Party is formally bound to the provisions of this Agreement, and
(iv) that entering into this Agreement does not violate any provision of any other Agreement to
which said Party is bound.
-13-2671,/01I858-0001
16104212 a08l29t19
assigns, and all persons claiming under or through them, that in t
rhere shall bc no discriminalion against or segregation of, an
account of any impermissible classification including, but n
representative, or volunteer of City shall be personall
interest, in the event of any default or breach by City o
Consultant or to its successor, or for breach ofany obl
I 0.1 5 Nondiscrimination. Consultant covenants that. by and for itseli its heirs' executors'
he performance ofthis Agreement
y person or group of persons on
ot limited to, race, color, creed,
religion, sex, marital status, sexual orientation' national origin, or ancestry'
10.16 'l hild l'u nell c iari With the exception of the specific provisions set
forth in this Agreement, there are no intended third-party beneficiaries under th is Agreement and
no such other third parties shall have any rights or obligations hereunder
10.17 Nonliabilit v of Citv Officers and Emp lovees. No officer , official, employee, agent,
y liable to Consultant, or any successor ln
r for any amount which may become due to
igation of the terms of this Agreement.
t0.r8 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert
award, tenns or implementation ol'thi
financial arrangement, or financial i
compensation, directly or indirectly,
Consultant. in connection with the aw
ol this Agreement
10. l9 No Benefit to Arise to Ci ty Emp lovees. No member , officer, or employee of City,
ity over or has
) year thereafter,
or the proceeds
thereol', Ibr the Services to be pcrfbrmed under this Agreement.
IS ignatures on Following Page]
with any officer or employee of City in connection with the
s Agreement, including any method ofcoeroion, confidential
nducement. No officer or employee ol City shall receive
from Consultant, or from any officer, employee. or agent of
ard of th is Agreement or any work to be conducted as a result
or their designees or agents, and no public official who exercises author
responsibilities with respect to this Agreement during his/her tenure or for one ( I
shall have any interest, direct or indirect, in any agreement or sub-agreement,
267t103r858-0001
7610421 2 a08/29r 19 -14-
lN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as
of the Effective Date.
CITY OF MENIFEE CONSULTANT
Arman oG ilt City Manager
hA.ing, City C
as to Form:
[Note:2 oflicer's signatures required if
Consultant is a corporation, unless provided
with a certificate ofsecretary in-lieul.t
'l'. Melchi ity Attorney
267tl0I1858-0001 -15-
Irr^11 $4u^-i
---)
4
I
E,XHIBIT A
SCOPE OF SERVICES
2671,'0tllt58-0001
76:10421 2 a00/00/00 -2-
fiffilf
Lilr$r*,!l,|]}l|}J
D.ccnrbrr 3.101!)
Ms. Ch{nl R. KilT.ro\\, AICP
Cournlrnit Dcrclopmcnt Dircctor
Cir) of lvcnifoo
298.1.11lnul Ro.d
[lcnifeo. CalilbDia 925lt6
SUIIJL:Cl:PLANNING SIRYICLS IIOR A JOIN'I' CfIY COUNCIL/I'LANNING COMMISSION
WORKSHOP ON"t}IF] GENEITAI- PT,AN AND DF,VEI,OP {EN'T RECT]I,A'IIONS
Dcar Chon'l
Ricl Erginci,ring Conpon\ is plga-st{i lo prescnl this lusk order tbr plannirg ser\ic€s rrlamu to $e
abore-rricrvnccd proitcl The scoP ofseniccs forthls lirsl described nrore fitllt belo$'
SCOPE OT'WORX:
. Brixn [i Moouc\. rAICP iu associadon rvit]r thc staff o[ thc Rick Conrnrunit-r Pl:unnllg arld
l,Jndscape Ar.hileclure Ditisron sL11T \\ill prcpale c prcs$nlolion rcglrd;tg thc Cit] of Menii'ee
Cooeral Pla:r. Zonirrg Ordimnce and sssociated Developmcnt Re!ie\\ process ro prcsenl xl c ioir)t
Cit! Council/Plao.Dilrg Conmrission Wolkshop oD Decclnbcr 9, 2019. Tlc prcscllretion $ill loc'us
on the updated Slate olCalitbrnil requiremsnts f'oru C€neral Pllln. lhe Cill''s Visio , Conls artd
Policics arrd thc rchriorship of thc Ocneml Plan to thc Z.oning Ordinanco. Thc Prcscntalic'n t\'ill
also crplorc tllc rcle of cit! sul] in thoir roric* r:f proiccs lor conformancc \ritb bo& tho
Oorcral Plarl arld Ordi,lsnce -llc ptu_sentitidl $illbr dgsigned ro encourJge discussiotr o l'odr
thc strcngths and Ncnkncsscs ill tho currcnt planning doculrcnts
. Rcirnb rsqrblcs ,r\ponscs billcd \ill urctrrdo but ale llot lildlod to computar clnrgcs- trit'ic'
crl)c scs to/fro t Citt ofl]ccs l'or trcetirg(s). a[d printing/rcprodlrctiou ofnlxlerials
Fcrs
Nla,ugirg/Associxte PriDcipxl
S.nior Planoer
Cmphic Arnst
.20 hours i7t 5245.01)
I6 houla :,r S 165 m
tl honrs:ai. $l10.00
$-1.900.01)
$2.6,i().0(i
$8110.00
$25(l
-l-otil'lhsk Order $8,670.00
\aNDrrco nrvrt\lDl ()RANct s,\cRAM!\rlo 5,\\ LUls oBlslio BA(ERttlaLl) ot\!f,l plloF\ll ruclo\
2671/0I858,000r
7630421.2 a00/00/00 -J-
This rcpr.nr \ our h(sl rslinrrld lo !onlpl.l!'lh. N(trt br\dt on our rmrtr un&r\l din8' Il addiliuul
l:lsk o; scn ic.x nrc r.qtlcsl"d tll alN dlrcnl to lhili contricl tlotrld l^.. nc'csrin ' Il is our xndcrdaDd
lhitl lhis $illt^i issrNd rs n lil\l (irdcr u[d('r our c\ifing nu-(cr .ls_\..d.d S!'n i!'cs cultncl lf ]'ut h:$-L-
nl (uisli(nfr Pl.rn dol| t hlsitnt( 1,) onll nrc :rl 1619)2rl'O7O'7.
Illinn l:. lloo,l.\ I,\l( P
l'rirtcrl,il.
(\Dunllnill' l)honill8 rrld L{)dscnpc,\rchitcclttr!
2671/0U l8t8-0001
76:10421 2 a00/00/00 -4-
sllrccr.lt.