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2017/12/01 Santolucito Dore Group, Inc. Property Appraisal Services of five fire stations and one vacant parcel of landCITY OF MENIFEE PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective this December 1,2017 ("Effective Date") by and between the CITY OF MENIFEE, a Califomia municipal corporation, ("City") and SANTOLUCITO DORE GROUP, INC., an S Corporation ("Consuttant"). City and Consultant may sometimes herein be refered to individually as a "Party" and collectively as the "Parties." SECTION I. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope ofServices, attached hereto as Exhibit A and incorporated herein by this reference (the "Services"). Consultant will perform on December 1,2017 and shall end on June 30,2018. 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 subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope olServices. In the event ofa conflict in or inconsistency between the terms ofthis Agreement and Exhibit A, this Agreement shall prevail. I .l Term of Services. The term of this A greenrent shall begin on or about December 1,2017 arrd shall continue fbr seven (7) months, and shall thus end on June 30,2018 ("Contract Term"). Notwithstanding the loregoing, the Contract Term may be terminated earlier, or extended, as provided fbr in Section 8 of this Agreement. | .2 Standard ol' I)erlbrmance. Consultant re presents and warranls lhat Consultant is a provider olfirst class work and services and Consultant is experienced in performing the Servrces contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its prolbssion and to the sole satisfaction ofthe Contract Administrator. t of Personnel. Consultant shall assi gn only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment ofany such persons, Consultant shall, immediately upon receiving notice from City ofsuch desire of City, reassign such person or persons. 1.4 Time. Subject to the restrictions of Section 1.1 and Section 8 of this Agreement, Consultant shall devote such time to the performance ofthe Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. I .5 Authorization to Perform Services. Consultant is not authorized to perform any ol the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 1.3 Assi 2545/03tEJ8,0001 11711452 \ ^l1li4ll1 Page I of 16 SECTION2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed TWENTY THREE THOUSAND, FIVE HUNDRED DOLLARS ($23,500.00) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set fbrth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bilt City for duplicate services perlbrmed by more than one person. ln the event of a conflict between this Section 2 of this Agreement and Exhibit A, this Agreement shall prevail. 2.1 lnvoices. Consultant shall submit invoices monthly during the term of this Agreement. based on the cost for the Services perfbrmed 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 olcompletion; d. At City's option, lor 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 ol Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts lor expenses to be reimbursed; g. TheConsultantRepresentative'ssignature. City of Menifee Attn: Accounts Payable 29714 Haun Road Menifee. CA 92586 2.2 Monthly Payment. Clit y shall make monthly payments, based on invoices received, for the Services satisfactorily perforrned, and lbr authorized reimbursable costs incurred. City 2545/0',t 1858,000t 11121452.3 ^12t04t17 Page 2 of 16 Invoices shall be submitted to: shall have thirty (30) days from the receipt ofan invoice that complies with all ofthe requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last ten percent (10%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all ofthe Services required have been satisfactorily performed in the City's sole and absolute discretion. 2.4 Total Pavment. City shall not pay any additional sum lbr any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall rnake no payment fbr any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant subrnit any invoice lor an amount in excess of the maximum amount of compensation provided above either tbr a task, or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing via the wrilten consent ofboth Parties prior to the submission olsuch an invoice. 2.5 Hourly Fees. Fees for the Services perlormed by Consultant on an hourly basis shall not exceed the amounts shou,n on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable ex penses are included within the maximum amount of this Agreement. 2.7 Payment of Taxes. Consultant is solel y responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.8 Payment upon Termination. In thc evenl that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant lbr all outstanding costs and reimbursable expenses incured fbr Services satisfactorily completed and for reimbursable expcnses as of the date of written notice of termination (in the City's reasonable discretion). Consuhant shall maintain adequate logs and timesheets 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 i-acilities and equipment necessary to perfbrm the services required by this Agreement. City shall make available to Consultant only physical Iacilities such as desks, filing cabinets, and conference space, as may be reasonably necessary lbr Consultant's use while consulting with City employees and revicwing records and the information in possession olCity. The location, quantity, and time of lurnishing those facilities shall be in the sole discretion of City. In no event shall City be requircd to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. 2545/0llE58-000t 11721452 3 al2to4t11 Page 3 of 16 SECTION 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement, and any extension or modification thereto. The cost of such insurance shall be included in Consultant's compensation (but shall not allow the Consultant's compensation exceed the maximum amount contemplated in Section 2 of this Agreement). Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification 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' Compensalion. Consultant shall , at its sole cost and expense. maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions ofthe Calilbrnia Labor Code. Statutory Workers' Compensation Insurance and Employer's I-iability lnsurance shall be provided with limits olnot less than ONE MILLION DOLLARS($1,000,000.00) per accident, ONE MILLION DOLLARS ($ I ,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the altemative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies futly with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards ofthe California Labor Code shall be solely in the discretion ofthe Contract Administrator. The insurer, il insurance is provided, or Consultant, ifa program ofself- insurance is provided (and approved by the Contract Administrator), shall waive all rights of subrogation against City and its o1llcers, officials, employees, and authorized volunteers, for loss arising l'rom the Services perlormed under this Agreement. 4.2 Commcrcial General and Automobile Liabilitv Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($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 DOLI-ARS ($2,000.000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used. either the general aggregate limit shall apply separately to the Services to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising liom bodily and personal injury, including death resulting therefrom, and damage to property resulting t-rom the Services contemplated under this Agreement, including the use ofhired, owned, and non-owned automobiles. 2545/031858"0001 11721452I ^12104t17 Page 4 of 16 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Olfice Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a ce(ified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis. and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professionall.iabilit v Ins u IAnce. 4.3.1 General requirements. Consultant, at its own cost and ex pcnsc. shall maintain lbr the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($ I ,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or sell-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City. 4.3.2 Claims-limitations. The followi ng provisions shall apply il the professional liability coverage is written on a claims-made form: a. The retroactive date olthe policy must be shown and must be no later than the commencement ofthe Services. b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Eff'ective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion ofthe Services. Such continuation coverage may be provided by one ofthe following: (1) renewal ofthe existing policyl (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement olthe Services under this Agreement. City shall have the right to exercise, at Consultant's sole cost and expense, any extended reporting provisions ofthe policy, if Consultant cancels or does not renew the coverage. Page 5 of l62545i03 r858-0001 11721452 3 al2/04/17 d. A copy of the claim reporting requirements must be submilted to City prior to the commencement of the Services under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this Section is to be placed with insurcrs with a Bests' rating of no less than A:VII and admitted in Califbrnia. 4.4.2 Veritlcation of coverage Prior to beginning the Services under this Agreement, Consultant shall fumish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: [Fire Station #7 CIP l5-081. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29714 Ha:un Road, Menif'ee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by. or on behalfof, Consultant. 4.4.3 Notice of Reduction in or Cancellation ol C overase- C onsultant shall provide written notice to City within ten (10) working days if: (l) any ofthe required insurance policies is terminated; (2) the limits ofany olthe required polices are reduced; or (3) the deductible or self-insured retention is increased. 4.4.4 Additional insured Dnmarv lnsurance City and its officers, employees, agents. and authorized volunteers. shall be covered as additional insureds with respect to each of the following: liability arising out ol the Services performed by, or on behalf of, Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased. or used by Consultant in the course of providing the Services pursuant to this Agreement. 'fhe coverage shall contain no special limitations on the scope of protection afibrded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue fbr one (l ) year after the expiration or termination of this 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 otficers, officials. employees, and volunteers, and thal no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any ofthe Services. During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The 254v031858-000 t 11721452 3 al1t04il7 Page6ofl6 Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment oflosses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall fumish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all ofthe requirements stated herein. 4.4.7 Variation. The Contract Administrator may, but is not required to. approve in writing a variation in the loregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms ofsuch insurance are either not commercially available, or that City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies at law or equity, City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. SECTION 5. INDIIMNIFICATION. 5.1 Indemnification fbr Professional t.iabilit . Where the law establishes a prolessional standard of care for performance ol the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect. defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents lrom 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 olany kind (including reasonable consultant and expert fees and expenses of investigation, costs ofwhatever kind and nature and, if Consultant does not provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, "Claims") to the extent the same are caused in whole or in part by any negligent or wrongful act, error! or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal tiability thereof) in the performance of professional services under this Agreement. 5.2 Indemnification for Other than Prof'essional Liabi litv. Othcr than in the performance of professional services and to the lull extent permilted by law, Consultant shall :545/031858-000r 1172\452 3 al2l04t11 Page 7 of 16 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, liom and against any and all Claims, where the same arise out ot, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity lor which Consultant is legalty liable, including but not limited to officers, agents, employees or subcontractors of Consultant. 5.3 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a resuh of City's sole negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees. and agents acting in an official capacity. SECTION 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the Term of this Agreement, Consultant 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 oflhe Services rendered pursuant to this Agreement and assignment ol personnel pursuant to Subparagraph L3; otherwise, City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for perlorming the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of the Consultant's (or its subcontractor's, employees, or agent's) performance ofthe Services hereunder. Notwithstanding any other City, state or federal policy, rule, regulation, law. or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for, or become entitled to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the Califomia Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 7.1 Governing Law. The laws olthe State olCalilbrnia shall govern this Agreement. 7 .2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the perlormance of the work hereunder. Consultant shall not hire or employ any person to perfornr 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 ollndustrial Relations ofthe State ol California, will be the minimum paid to all laborers, including Consultant's employee and 2545/011858-0001 | 1121452 3 al2/04117 Page 8 of l6 SECTION 7. LEGAL REQ|-TTREMENTS. subcontractors. It is understood that it is the responsibility ofConsultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations C'DIR') pursuant to Calilornia 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 appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any tiability, loss, damage, cost or expenses (including but not limited to reasonable attorneys' 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 peribrming the Services ofany applicable local, state. and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation ofSection 1781 of the Labor Code, as the same may be amended lrom time to time, or any other similar law; and/or (iii) lailure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performancc ol the Services, including, without limitation (and where applicable), any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non- payment of prevailing wages under Caliiornia law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors. 7 .3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals ol whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term olthis Agreemenl valid Business Licenses from City. SECTION 8. TERMINATION AND MODIFICATION. 8.1 Termination. Ci ty may cancel this Agreement at any lime and without cause upon written notitication to Consultant. 8.2 Termination b . Consultant ma y cancel this Agreement upon 30 days' written notice to Citv 8.3 Consequences of Termination. In the event of terminatio n, Consultant shall be cntitled to reasonable compensalion fbr the Services pertbrmed up to the date of termination in the City's reasonable discretion; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and 2545/01t858 0001 117214521al2104111 Page 9 of 16 audio tapes, and other materials provided to Consultant or prepared by, or for, Consultant or City in connection with this Agreement. 8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection l.'1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.5 Amendments. The Parties ma y amend this Agreement only by a writing signed by all of the Parties. 8.6 Assisnment and Subcontractinq. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant, and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence ofConsultant. Consultant may not assign this Agreement, or any interest therein, without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided lor herein, other than to the subcontractors noted in Consultant's proposal, without prior written approval ofthe Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant shall notify City immediately. 8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement. 8.8 Options upon Breach by Consultant. If Consultant materially breaches any ofthe 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 pursuanl to this Agreement; c. Retain a different consultant to complete the Services described in Exhibit A; and/or d. Charge Consultant the difterence between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services. 2545/01t858-0001 11721452 3 al2tutll Page l0 of l6 SI,CTION 9. KBEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City ("City Data"). Consultant hereby agrees to deliver the City Data to City upon the expiration or termination of this Agreement. It is understood and agreed that the City Data prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of the City Data for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all City Data are confidential and will not be released to third parties without prior written consent of both Parlies unless required by law. 9.2 Licensing of lntellectual Pro perty. This A greement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights ofreproduction, and other intellectual properly embodied in plans, specifications, studies, drawings, estimates, test data. survey results, models, renderings, and other documents or works ol authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultanl under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant (or its subcontractors. employees, or agents) or provided to Consultant by the City. City shall not be limited in any w?y in its use olthe Documents & Data at any time, provided that any such use not within the purposes intended by this Agreemenl 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 minimum of three (3) years, or for any longer period required by law, from the date offinal payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. 9.4 Inspcctiolr and Audit of Records. An y records or docunrents that Section 9.3 ol this Agreement requires Consultant to maintain shall be made available fbr inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. Under California Covernment Code Section 8546.7, ilthe amount ofpublic funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit ofthe State Auditor, at the request of City or as part ofany audit of City, for a period olthree (3) years after final payment under this Agreement. 2545/0.1IE56,0001 111214523 al2l04il1 Page llof16 SE,C'I'ION IO.MISCEI,LANE,OUS PROVISIONS. l0.l Attorneys' Fees. lfeither Party to this Agreement brings any action, including an action for declaratory relief, to enfbrce or interpret the provision ofthis Agreement, the prevailing Pa(y shall be entitled to reasonable attomeys' lees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attomeys'fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number olhours spent by the prevailing Party in the conduct ofthe litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Applicable Law: Venue. The intemal laws of the State of Califomia shall govem the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that jurisdiction of such action shall be vested exclusively in Riverside County. 10.3 Severabilitv. If an y provision of this Agreement is held invalid, the remainder ol this Agreement shall not be aifected thereby and all other parts of this Agreement shall nevertheless be in full force and eftect. 10.4 Section Headinss and Subheadin gs. The section h eadings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver ofany other breach olthat term or any other term of this Agreement. 10.6 Successors and Assigns. The provisions ofthis Agreement shall inuretothe benefit ol'and shall apply to and bind the successors and assigns ofthe Parties. 10.7 Consultant Reoresentative. All matters under this Agreement shall be handled fbr Consultant by Tyson C. Atwood, PE ("Consultant's Representative"). The Consultant's Representative shall have full authority to represent and act on behalfofConsultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention. and shall be responsible for all means. methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 10.8 Citv Contract Adnrinistration. This Agreement shall be administered by a City employee, Cina Gonzalez ("Contract Administrator"). All correspondence shall be directed to or through the Contract Adninistrator or her designee. The Contract Administrator shall have thc power to act on behalf olCity fbr all purposes under this Agreemenl. Unless otherwise provided in this Agreement, Consultar.rt shall not accept direction or orders I'rorn any person other than the Contracl Administrator or her designee. 2J45l0ltE5E-0001 I l7 21452-1 al2t04tt7 Page l2 of 16 a. The City may unilaterally change the identity of the Contract Administrator in its sole and absolute discretion at any time. The City shall give notice of such a change pursuant to Section 10.9 of this Agreement. !11 9 Notices. Any notice which either Pa(y may desire to give to the other Party must be in writing and shall be ellective (i) when personally delivered by the other party or messenger or courier thereof; (ii) three (3) business days after deposit in the United States mail, registered or certified; (iii) twenty-four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or (iv) upon receipt ofa telecopy or fax transmission, provided a hard copy of such transmission shall be thereafter delivered in one of the methods described in the foregoing (i) through (iii); in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the Parties may hereafter designate by written notice to the other Parties hereto: To Consultant: Santolucito Dord Group, Inc. 271 86 Newport Road, Suite 2 Menifee. CA 92584 To City: City of Menifee 29714 Haun Road Menifee, CA 92586 Attn: Gina Gonzalez, Contract Administrator with a copy 1o City Clerk City of Menifee 29714 Haun Road Menifee. CA 92586 10.10 Prof-essional Seal Where applicable in the determination of the Contract Administrator, the first page ofa technical report, first page ofdesign specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed prof'essional responsible for the reportidesign preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility." as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 254y0:r I858-0001 I1721452 3 al2104/17 Page 13 of 16 10.11 Riqhts and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies ofthe Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, ofany other rights or remedies for the same default or any other default by the other Party. 10. l2 Inte ratroll . This Agreement, including the Scope of Services attached hereto and incorporated herein as Exhibit A. represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations. represenlations. or agreements. either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason ofthe authorship of this Agreement or any other rule of construction which might otherwise apply. 10.13 Countefparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.14 Execution ofContract. The persons executing this Agreement on behalfofeach of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. I 0.1 5 Nondiscrimination Consultant covenants that, by and tbr itself, its heirs, executors, assigns, and all persons claiming under or through them. that in the performance of this Agreement there shall be no discrimination against or segregation ol, any person or group of persons on account of any impermissible classiflcation including, but not limited to, race, color, creed, religion, sex, marital status. sexual orientation. national origin, or ancestry. 1 0.16 No '[ hird-Partv Benell ciaries. With the ex ception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. I 0. I 7 Nonliability ol'City Ollcers and llmployees. No olllcer . official, employee, agent, representative. or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event ofany default or breach by City, or lbr any amount which may become due to Consultant or to its successor, or for breach ofany obligation of the terms of this Agreement. 10. I 8 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, fiom Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. I 0. 1 9 No Ilenefit to Arise to Citv Emolovees. No member , officer, or employee of City, or their designees or agents, and no public official who exercises authority over, or has 2545/0llE56-0001 11121452.3 al2t04tt7 Page 14 of l6 responsibilities with respect to, this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. ISignatures on Following Page] 2545/01t858-0001 I1121452 I al )t04t 11 Page 15 of 16 IN WITNESS WHEREOF. the Parties hereto have executed and entered into this Agreement as ofthe Effective Date. OF MENIFEE CO TANT Ron E. Bradley, Interim City . Santolucito, Presidentr A Manwaring,ity Clerk as to Form: C ching, Ci Lance W. Dord. Vice President J 2671l03tE58-0001 7630550 2 atl/21/t7 - l5- ,/'-\ J ) EXHIBIT A SCOPE OF SERVICES Pursuant to your request, we have delivered this proposal, lor the purpose olproviding the City of Menifee (City) with real property appraisal services. Specifically, appraisals of five fire stations and one vacant parcel ofland as shown in the table below. The objective is to determine the Value in Use of the City-owned assets. Propcrty Station 05 Station 07 Station 68 Station 76 Station 07 Vacant Land Name Quail Valley Fire Station Sun City Fire Station (Existing) Menifee Fire Station Menifee Lakes Fire Station Sun City Fire Station (New) New City Hall Location C-P.S R.A.I SP C.P-S SP Appraisals are typicalty bid on a lump sum per subject property basis. depending on the type of property and complexity ofthe appraisal problem. Other types of appraisal services are typically billed on an hourly rate basis. The Santolucito Dord Group, Inc. (SD Group) lees for the appraisals and our hourly rates for any additional services requested are provided below. Real Estate Appraisal Report Fees (for Six Appraisal Reports) . Appraisal of Five Fire Stations - $20,000 ($4.000 each) . Appraisal of City Halt Vacant Land - $3,500 EXIIIBIl'A PAGE I of I2545/031858-0001 11121452 3 ^11t04/11 Address 29871 Goetz Drive 27860 Bradley Road 26020 Wickerd Road 29950 Menifee Road 28349 Bradley Road Menifee Town Center Zoning C-I/C.P The proposed scope ofservices will include real estate research and analysis to produce appraisal reports consistent with the minimum standards of the Appraisal Institute (AI) and the State of Califomia, in compliance with the Bureau of Rea[ Estate Appraisers (BREA), and in conformity with the requirements ofthe Code ol Professional Ethics and Standards of Professional Appraisal Practices of the AI and the Unifbrm Standards of Prof'essional Appraisal Practice (USPAP).