2023/03/01 Western Riverside Council of Governments TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM AGREEMENT TO REIMBURSE TUMF FUNDS MENIFEE ROAD WIDENING (GARBANI ROAD TO SCOTT ROAD)23-CN-MEN-1189
Page 1 of 23
TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM
AGREEMENT TO REIMBURSE TUMF FUNDS
MENIFEE ROAD WIDENING (GARBANI ROAD TO SCOTT ROAD)
THIS REIMBURSEMENT AGREEMENT (“Agreement”) is entered into as of this
__________day of __________, 20__, by and between the Western Riverside Council of
Governments (“WRCOG”), a California joint powers authority and The City of Menifee, a
California municipal corporation (“AGENCY”). WRCOG and AGENCY are sometimes
hereinafter referred to individually as “Party” and collectively as “Parties”.
RECITALS
A. WRCOG is the Administrator of the Transportation Uniform Mitigation Fee
Program of Western Riverside County (“TUMF Program”).
B. WRCOG has identified and designated certain transportation improvement
projects throughout Western Riverside County as projects of regional importance (“Qualifying
Projects” or “Projects”). The Qualifying Projects are more specifically described in that certain
WRCOG study titled “TUMF Nexus Study”, as may be amended from time to time. Qualifying
Projects can have Regional or Zonal significance as further described in the TUMF Nexus Study.
C. The TUMF Program is funded by TUMF fees paid by new development in
Western Riverside County (collectively, “TUMF Program Funds”). TUMF Program Funds are
held in trust by WRCOG for the purpose of funding the Qualifying Projects.
D. The AGENCY proposes to implement a Qualifying Project, and it is the purpose
of this Agreement to identify the project and to set forth the terms and conditions by which
WRCOG will release TUMF Program Funds.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and subject to the
conditions contained herein, the Parties hereby agree as follows:
1. Description of the Qualifying Project. This Agreement is intended to distribute
TUMF Program Funds to the AGENCY for Menifee Road Widening (Garbani Road to Scott
Road) (the “Project”), a Qualifying Project. The Work, including a timetable and a detailed
scope of work, is more fully described in Exhibit “A” attached hereto and incorporated herein by
reference and, pursuant to Section 20 below, is subject to modification if requested by the
AGENCY and approved by WRCOG. The work shall be consistent with one or more of the
defined WRCOG Call for Projects phases detailed herein as follows:
1) PA&ED – Project Approvals & Environmental Document
2) PS&E – Plans, Specifications and Estimates
3) R/W – Right of Way Acquisition and Utility Relocation
4) CON – Construction
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
March, 2023 1st
23-CN-MEN-1189
Page 2 of 23
2. WRCOG Funding Amount. WRCOG hereby agrees to distribute to AGENCY,
on the terms and conditions set forth herein, a sum not to exceed TWO MILLION ONE
HUNDRED SIXTY-NINE THOUSAND DOLLARS ($2,169,000) to be used for reimbursing
the AGENCY for eligible Project expenses as described in Section 3 herein (“Funding
Amount”). The Parties acknowledge and agree that the Funding Amount may be less than the
actual cost of the Project. Nevertheless, the Parties acknowledge and agree that WRCOG shall
not be obligated to contribute TUMF Program Funds in excess of the maximum TUMF share
identified in the TUMF Nexus Study (“Maximum TUMF Share”), as may be amended from time
to time.
3. Project Costs Eligible for Advance/Reimbursement. The total Project costs
(“Total Project Cost”) may include the following items, provided that such items are included in
the scope of work attached hereto as Exhibit “A” (“Scope of Work”): (1) AGENCY and/or
consultant costs associated with direct Project coordination and support; (2) funds expended in
preparation of preliminary engineering studies; (3) funds expended for preparation of
environmental review documentation for the Project; (4) all costs associated with right-of-way
acquisition, including right-of-way engineering, appraisal, acquisition, legal costs for
condemnation procedures if authorized by the AGENCY, and costs of reviewing appraisals and
offers for property acquisition; (5) costs reasonably incurred if condemnation proceeds; (6) costs
incurred in the preparation of plans, specifications, and estimates by AGENCY or consultants;
(7) AGENCY costs associated with bidding, advertising and awarding of the Project contracts;
(8) construction costs, including change orders to construction contract approved by the
AGENCY; (9) construction management, field inspection and material testing costs; and (10)
any AGENCY administrative cost to deliver the Project.
4. Ineligible Project Costs. The Total Project Cost shall not include the following
items which shall be borne solely by the AGENCY without reimbursement: (1) any AGENCY
administrative fees attributed to the reviewing and processing of the Project; and (2) expenses for
items of work not included within the Scope of Work in Exhibit “A”.
5. Procedures for Distribution of TUMF Program Funds to AGENCY.
(a) Initial Payment by the AGENCY. The AGENCY shall be responsible for
initial payment of all the Project costs as they are incurred. Following payment of such Project
costs, the AGENCY shall submit invoices to WRCOG requesting reimbursement of eligible
Project costs. Each invoice shall be accompanied by detailed contractor invoices, or other
demands for payment addressed to the AGENCY, and documents evidencing the AGENCY’s
payment of the invoices or demands for payment. Documents evidencing the AGENCY’S
payment of the invoices shall be retained for four (4) years and shall be made available for
review by WRCOG. The AGENCY shall submit invoices not more often than monthly and not
less often than quarterly.
(b) Review and Reimbursement by WRCOG. Upon receipt of an invoice
from the AGENCY, WRCOG may request additional documentation or explanation of the
Project costs for which reimbursement is sought. Undisputed amounts shall be paid by WRCOG
to the AGENCY within thirty (30) days. In the event that WRCOG disputes the eligibility of the
AGENCY for reimbursement of all or a portion of an invoiced amount, the Parties shall meet
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Page 3 of 23
and confer in an attempt to resolve the dispute. If the meet and confer process is unsuccessful in
resolving the dispute, the AGENCY may appeal WRCOG’s decision as to the eligibility of one
or more invoices to WRCOG’s Executive Director. The WRCOG Executive Director shall
provide his/her decision in writing. If the AGENCY disagrees with the Executive Director’s
decision, the AGENCY may appeal the decision of the Executive Director to the full WRCOG
Executive Committee, provided the AGENCY submits its request for appeal to WRCOG within
ten (10) days of the Executive Director’s written decision. The decision of the WRCOG
Executive Committee shall be final. Additional details concerning the procedure for the
AGENCY’s submittal of invoices to WRCOG and WRCOG’s consideration and payment of
submitted invoices are set forth in Exhibit “B”, attached hereto and incorporated herein by
reference.
(c) Funding Amount/Adjustment. If a post Project audit or review indicates
that WRCOG has provided reimbursement to the AGENCY in an amount in excess of the
Maximum TUMF Share of the Project, or has provided reimbursement of ineligible Project
costs, the AGENCY shall reimburse WRCOG for the excess or ineligible payments within 30
days of notification by WRCOG.
6. Increases in Project Funding. The Funding Amount may, in WRCOG’s sole
discretion, be augmented with additional TUMF Program Funds if the TUMF Nexus Study is
amended to increase the maximum eligible TUMF share for the Project. Any such increase in
the Funding Amount must be approved in writing by WRCOG’s Executive Director. In no case
shall the amount of TUMF Program Funds allocated to the AGENCY exceed the then-current
maximum eligible TUMF share for the Project. No such increased funding shall be expended to
pay for any Project already completed. For purposes of this Agreement, the Project or any
portion thereof shall be deemed complete upon its acceptance by WRCOG’s Executive Director
which shall be communicated to the AGENCY in writing.
7. No Funding for Temporary Improvements. Only segments or components of the
construction that are intended to form part of or be integrated into the Project may be funded by
TUMF Program Funds. No improvement which is temporary in nature, including but not limited
to temporary roads, curbs, tapers or drainage facilities, shall be funded with TUMF Program
Funds, except as needed for staged construction of the Project.
8. AGENCY’s Funding Obligation to Complete the Project. In the event that the
TUMF Program Funds allocated to the Project represent less than the total cost of the Project, the
AGENCY shall provide such additional funds as may be required to complete the Project.
9. AGENCY’s Obligation to Repay TUMF Program Funds to WRCOG; Exception
For PA&ED Phase Work. Except as otherwise expressly excepted within this paragraph, in the
event that: (i) the AGENCY, for any reason, determines not to proceed with or complete the
Project; or (ii) the Project is not timely completed, subject to any extension of time granted by
WRCOG pursuant to the terms of this Agreement; the AGENCY agrees that any TUMF Program
Funds that were distributed to the AGENCY for the Project shall be repaid in full to WRCOG,
and the Parties shall enter into good faith negotiations to establish a reasonable repayment
schedule and repayment mechanism. If the Project involves work pursuant to a PA&ED phase,
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Page 4 of 23
AGENCY shall not be obligated to repay TUMF Program Funds to WRCOG relating solely to
PA&ED phase work performed for the Project.
10. AGENCY’s Local Match Contribution. AGENCY local match funding is not
required, as shown in Exhibit “A” and as called out in the AGENCY’s Project Nomination Form
submitted to WRCOG in response to its Call for Projects.
11. Term/Notice of Completion. The term of this Agreement shall be from the date
first herein above written until the earlier of the following: (i) the date WRCOG formally
accepts the Project as complete, pursuant to Section 6; (ii) termination of this Agreement
pursuant to Section 15; or (iii) the AGENCY has fully satisfied its obligations under this
Agreement. All applicable indemnification provisions of this Agreement shall remain in effect
following the termination of this Agreement.
12. Representatives of the Parties. WRCOG’s Executive Director, or his or her
designee, shall serve as WRCOG’s representative and shall have the authority to act on behalf of
WRCOG for all purposes under this Agreement. The AGENCY hereby designates Armando G.
Villa, City Manager, or his or her designee, as the AGENCY’s representative to WRCOG. The
AGENCY’s representative shall have the authority to act on behalf of the AGENCY for all
purposes under this Agreement and shall coordinate all activities of the Project under the
AGENCY’s responsibility. The AGENCY shall work closely and cooperate fully with
WRCOG’s representative and any other agencies which may have jurisdiction over or an interest
in the Project.
13. Expenditure of Funds by AGENCY Prior to Execution of Agreement. Nothing in
this Agreement shall be construed to prevent or preclude the AGENCY from expending funds on
the Project prior to the execution of the Agreement, or from being reimbursed by WRCOG for
such expenditures. However, the AGENCY understands and acknowledges that any expenditure
of funds on the Project prior to the execution of the Agreement is made at the AGENCY’s sole
risk, and that some expenditures by the AGENCY may not be eligible for reimbursement under
this Agreement.
14. Review of Services. The AGENCY shall allow WRCOG’s Representative to
inspect or review the progress of the Project at any reasonable time in order to determine whether
the terms of this Agreement are being met.
15. Termination.
(a) Notice. Either WRCOG or AGENCY may, by written notice to the other
party, terminate this Agreement, in whole or in part, in response to a material breach hereof by
the other Party, by giving written notice to the other party of such termination and specifying the
effective date thereof. The written notice shall provide a 30 day period to cure any alleged
breach. During the 30 day cure period, the Parties shall discuss, in good faith, the manner in
which the breach can be cured.
(b) Effect of Termination. In the event that the AGENCY terminates this
Agreement, the AGENCY shall, within 180 days, repay to WRCOG any unexpended TUMF
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Page 5 of 23
Program Funds provided to the AGENCY under this Agreement and shall complete any portion
or segment of work for the Project for which TUMF Program Funds have been provided. In the
event that WRCOG terminates this Agreement, WRCOG shall, within 90 days, distribute to the
AGENCY TUMF Program Funds in an amount equal to the aggregate total of all unpaid
invoices which have been received from the AGENCY regarding the Project at the time of the
notice of termination; provided, however, that WRCOG shall be entitled to exercise its rights
under Section 5(b), including but not limited to conducting a review of the invoices and
requesting additional information. Upon such termination, the AGENCY shall, within 180 days,
complete any portion or segment of work for the Project for which TUMF Program Funds have
been provided. This Agreement shall terminate upon receipt by the non-terminating Party of the
amounts due to it hereunder and upon completion of the segment or portion of Project work for
which TUMF Program Funds have been provided.
(c) Cumulative Remedies. The rights and remedies of the Parties provided in
this Section are in addition to any other rights and remedies provided by law or under this
Agreement.
16. Prevailing Wages. The AGENCY and any other person or entity hired to perform
services on the Project are alerted to the requirements of California Labor Code Sections 1770 et
seq., which would require the payment of prevailing wages were the services or any portion
thereof determined to be a public work, as defined therein. The AGENCY shall ensure
compliance with these prevailing wage requirements by any person or entity hired to perform the
Project. The AGENCY shall defend, indemnify, and hold harmless WRCOG, its officers,
employees, consultants, and agents from any claim or liability, including without limitation
attorneys, fees, arising from its failure or alleged failure to comply with California Labor Code
Sections 1770 et seq.
17. Progress Reports. WRCOG may request the AGENCY to provide WRCOG with
progress reports concerning the status of the Project.
18. Indemnification.
(a) AGENCY Responsibilities. In addition to the indemnification required
under Section 16, the AGENCY agrees to indemnify and hold harmless WRCOG, its officers,
agents, consultants, and employees from any and all claims, demands, costs or liability arising
from or connected with all activities governed by this Agreement including all design and
construction activities, due to negligent acts, errors or omissions or willful misconduct of the
AGENCY or its subcontractors. The AGENCY will reimburse WRCOG for any expenditures,
including reasonable attorneys’ fees, incurred by WRCOG, in defending against claims
ultimately determined to be due to negligent acts, errors or omissions or willful misconduct of
the AGENCY.
(b) WRCOG Responsibilities. WRCOG agrees to indemnify and hold
harmless the AGENCY, its officers, agents, consultants, and employees from any and all claims,
demands, costs or liability arising from or connected with all activities governed by this
Agreement including all design and construction activities, due to negligent acts, errors or
omissions or willful misconduct of WRCOG or its sub-consultants. WRCOG will reimburse the
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Page 6 of 23
AGENCY for any expenditures, including reasonable attorneys’ fees, incurred by the AGENCY,
in defending against claims ultimately determined to be due to negligent acts, errors or omissions
or willful misconduct of WRCOG.
(c) Effect of Acceptance. The AGENCY shall be responsible for the
professional quality, technical accuracy and the coordination of any services provided to
complete the Project. WRCOG’s review, acceptance or funding of any services performed by
the AGENCY or any other person or entity under this Agreement shall not be construed to
operate as a waiver of any rights WRCOG may hold under this Agreement or of any cause of
action arising out of this Agreement. Further, the AGENCY shall be and remain liable to
WRCOG, in accordance with applicable law, for all damages to WRCOG caused by the
AGENCY’s negligent performance of this Agreement or supervision of any services provided to
complete the Project.
19. Insurance. The AGENCY shall require, at a minimum, all persons or entities
hired to perform the Project to obtain, and require their subcontractors to obtain, insurance of the
types and in the amounts described below and satisfactory to the AGENCY and WRCOG. Such
insurance shall be maintained throughout the term of this Agreement, or until completion of the
Project, whichever occurs last.
(a) Commercial General Liability Insurance. Occurrence version commercial
general liability insurance or equivalent form with a combined single limit of not less than
$1,000,000.00 per occurrence. If such insurance contains a general aggregate limit, it shall apply
separately to the Project or be no less than two times the occurrence limit. Such insurance shall:
(i) Name WRCOG and AGENCY, and their respective officials,
officers, employees, agents, and consultants as insured with respect to performance of the
services on the Project and shall contain no special limitations on the scope of coverage or the
protection afforded to these insured;
(ii) Be primary with respect to any insurance or self-insurance
programs covering WRCOG and AGENCY, and/or their respective officials, officers,
employees, agents, and consultants; and
(iii) Contain standard separation of insured provisions.
(b) Business Automobile Liability Insurance. Business automobile liability
insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per
occurrence. Such insurance shall include coverage for owned, hired and non-owned
automobiles.
(c) Professional Liability Insurance. Errors and omissions liability insurance
with a limit of not less than $1,000,000.00 Professional liability insurance shall only be required
of design or engineering professionals.
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Page 7 of 23
(d) Workers’ Compensation Insurance. Workers’ compensation insurance
with statutory limits and employers’ liability insurance with limits of not less than $1,000,000.00
each accident.
20. Project Amendments. Changes to the characteristics of the Project, including the
deadline for Project completion, and any responsibilities of the AGENCY or WRCOG may be
requested in writing by the AGENCY and are subject to the approval of WRCOG’s
Representative, which approval will not be unreasonably withheld, provided that extensions of
time for completion of the Project shall be approved in the sole discretion of WRCOG’s
Representative. Nothing in this Agreement shall be construed to require or allow completion of
the Project without full compliance with the California Environmental Quality Act (Public
Resources Code Section 21000 et seq.; “CEQA”) and the National Environmental Policy Act of
1969 (42 USC 4231 et seq.), if applicable, but the necessity of compliance with CEQA and/or
NEPA shall not justify, excuse, or permit a delay in completion of the Project.
21. Conflict of Interest. For the term of this Agreement, no member, officer or
employee of the AGENCY or WRCOG, during the term of his or her service with the AGENCY
or WRCOG, as the case may be, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
22. Limited Scope of Duties. WRCOG’s and the AGENCY’s duties and obligations
under this Agreement are limited to those described herein. WRCOG has no obligation with
respect to the safety of any Project performed at a job site. In addition, WRCOG shall not be
liable for any action of AGENCY or its contractors relating to the condemnation of property
undertaken by AGENCY or construction related to the Project.
23. Books and Records. Each party shall maintain complete, accurate, and clearly
identifiable records with respect to costs incurred for the Project under this Agreement. They
shall make available for examination by the other party, its authorized agents, officers or
employees any and all ledgers and books of account, invoices, vouchers, canceled checks, and
other records or documents evidencing or related to the expenditures and disbursements charged
to the other party pursuant to this Agreement. Further, each party shall furnish to the other party,
its agents or employees such other evidence or information as they may require with respect to
any such expense or disbursement charged by them. All such information shall be retained by
the Parties for at least four (4) years following termination of this Agreement, and they shall
have access to such information during the four-year period for the purposes of examination or
audit.
24. Equal Opportunity Employment. The Parties represent that they are equal
opportunity employers and they shall not discriminate against any employee or applicant of
reemployment because of race, religion, color, national origin, ancestry, sex or age. Such non-
discrimination shall include, but not be limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
25. Governing Law. This Agreement shall be governed by and construed with the
laws of the State of California.
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Page 8 of 23
26. Attorneys’ Fees. If either party commences an action against the other party
arising out of or in connection with this Agreement, the prevailing party in such litigation shall
be entitled to have and recover from the losing party reasonable attorneys’ fees and costs of suit.
27. Time of Essence. Time is of the essence for each and every provision of this
Agreement.
28. Headings. Article and Section Headings, paragraph captions or marginal
headings contained in this Agreement are for convenience only and shall have no effect in the
construction or interpretation of any provision herein.
29. Public Acknowledgement. The AGENCY agrees that all public notices, news
releases, information signs and other forms of communication shall indicate that the Project is
being cooperatively funded by the AGENCY and WRCOG TUMF Program Funds.
30. No Joint Venture. This Agreement is for funding purposes only and nothing
herein shall be construed to make WRCOG a party to the construction of the Project or to make
it a partner or joint venture with the AGENCY for such purpose.
31. Compliance With the Law. The AGENCY shall comply with all applicable laws,
rules and regulations governing the implementation of the Qualifying Project, including, where
applicable, the rules and regulations pertaining to the participation of businesses owned or
controlled by minorities and women promulgated by the Federal Highway Administration and
the Federal Department of Transportation.
32. Notices. All notices hereunder and communications regarding interpretation of
the terms of this Agreement or changes thereto shall be provided by the mailing thereof by
registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
If to AGENCY: The City of Menifee
29844 Huan Road
Menifee, CA 92586
Attention: Nicolas Fidler, Director of Public Works
Telephone: 951-723-3704
Mobile: 951-723-7594
If to WRCOG: Western Riverside Council of Governments
3390 University Avenue; Suite 200
Riverside, California 92501
Attention: Christopher Gray, Deputy Executive Director
Telephone: (951) 405-6710
Facsimile: (951) 223-9720
Any notice so given shall be considered served on the other party three (3) days after
deposit in the U.S. mail, first class postage prepaid, return receipt requested, and addressed to the
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Page 9 of 23
party at its applicable address. Actual notice shall be deemed adequate notice on the date actual
notice occurred regardless of the method of service.
33. Integration; Amendment. This Agreement contains the entire agreement between
the PARTIES. Any agreement or representation respecting matters addressed herein that are not
expressly set forth in this Agreement is null and void. This Agreement may be amended only by
mutual written agreement of the PARTIES.
34. Severability. If any term, provision, condition or covenant of this Agreement is
held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby.
35. Conflicting Provisions. In the event that provisions of any attached appendices or
exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms
and conditions contained in this Agreement shall control the actions and obligations of the
Parties and the interpretation of the Parties’ understanding concerning the Agreement.
36. Independent Contractors. Any person or entities retained by the AGENCY or any
contractor shall be retained on an independent contractor basis and shall not be employees of
WRCOG. Any personnel performing services on the Project shall at all times be under the
exclusive direction and control of the AGENCY or contractor, whichever is applicable. The
AGENCY or contractor shall pay all wages, salaries and other amounts due such personnel in
connection with their performance of services on the Project and as required by law. The
AGENCY or consultant shall be responsible for all reports and obligations respecting such
personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance and workers’ compensation insurance.
37. Effective Date. This Agreement shall not be effective until executed by both
Parties. The failure of one party to execute this Agreement within forty-five (45) days of the
other party executing this Agreement shall render any execution of this Agreement ineffective.
38. No Third Party Beneficiaries. There are no intended third party beneficiaries of
any right or obligation assumed by the Parties.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Page 10 of 23
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives to be effective on the day and year first above-written.
WESTERN RIVERSIDE COUNCIL CITY OF MENIFEE
OF GOVERNMENTS
By: Date: By: Date:
Dr. Kurt Wilson Armando Villa, City Manager
Executive Director
Approved to Form: Approved to Form:
By: Date: By: Date:
Steven C. DeBaun Jeffrey T. Melching, City Attorney
General Counsel
Attest:
By: Date:
Kay Vinson, Acting City Clerk
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
3/4/2023
3/4/2023
3/4/2023
23-CN-MEN-1189
Exhibit A
Page 11 of 23
EXHIBIT “A”
SCOPE OF WORK
SCOPE OF WORK:
PA&ED Phase includes completion of the CEQA environmental studies, documents, public
meetings, submittals, and approvals by local agency and permitting agencies as required by the
project.
PS&E Phase includes completion of field studies (survey, geotechnical, traffic), As-built and
utility research, utility relocation coordination, public meetings, completion of plans,
specification, and estimates.
R/W Phase includes all efforts related to right-of-way acquisition such as creation of R/W maps,
research of title reports, preparation of R/W estimates, preparation of documents (plats and
legals), appraisal, offers, negotiations, property acquisition, and property escrow.
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit A – 1
Page 12 of 23
EXHIBIT “A-1”
ESTIMATE OF COST
Phase TUMF LOCAL TOTAL
PA&ED $ 284,000 $ 284,000
PS&E $ 709,000 $ 709,000
RIGHT OF WAY $ 1,176,000 $350,000 $1,526,000
CONSTRUCTION
TOTAL $2,169,000 $ 350,000 $2,519,000
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit A – 2
Page 13 of 23
EXHIBIT “A-2”
PROJECT SCHEDULE
TIMETABLE:
Phase
Estimated
Completion Date Estimated Cost Comments
PA&ED 12/01/2022 $ 284,000
PS&E 02/15/2024 $ 709,000
RIGHT OF WAY 10/15/2023 $1,526,000
CONSTRUCTION
TOTAL $2,519,000
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit B
Page 14 of 23
Elements of Compensation
EXHIBIT “B”
PROCEDURES FOR SUBMITTAL, CONSIDERATION AND PAYMENT OF INVOICES
1. For professional services, WRCOG recommends that the AGENCY incorporate this
Exhibit “B-1” into its contracts with any subcontractors to establish a standard method
for preparation of invoices by contractors to the AGENCY and ultimately to WRCOG for
reimbursement of AGENCY contractor costs.
2. Each month the AGENCY shall submit an invoice for eligible Project costs incurred
during the preceding month. The original invoice shall be submitted to WRCOG’s
Executive Director with a copy to WRCOG’s Project Coordinator. Each invoice shall be
accompanied by a cover letter in a format substantially similar to that of Exhibit “B-2”.
3. For jurisdictions with large construction projects (with the total construction cost
exceeding $10 million) under construction at the same time, may with the approval of
WRCOG submit invoices to WRCOG for payment at the same time they are received by
the jurisdiction. WRCOG must receive the invoice by the 5th day of the month in order to
process the invoice within 30 days. WRCOG will retain 10% of the invoice until all
costs have been verified as eligible and will release the balance at regular intervals not
more than quarterly and not less than semi-annually. If there is a discrepancy or
ineligible costs that exceed 10% of the previous invoice WRCOG will deduct that
amount from the next payment.
4. Each invoice shall include documentation from each contractor used by the AGENCY for
the Project, listing labor costs, subcontractor costs, and other expenses. Each invoice
shall also include a monthly progress report and spreadsheets showing the hours or
amounts expended by each contractor or subcontractor for the month and for the entire
Project to date. Samples of acceptable task level documentation and progress reports are
attached as Exhibits “B-4” and “B-5”. All documentation from the Agency’s contractors
should be accompanied by a cover letter in a format substantially similar to that of
Exhibit “B-3”.
5. If the AGENCY is seeking reimbursement for direct expenses incurred by AGENCY
staff for eligible Project costs, the AGENCY shall provide the same level of information
for its labor and any expenses as required of its contractors pursuant to Exhibit “B” and
its attachments.
6. Charges for each task and milestone listed in Exhibit “A” shall be listed separately in the
invoice.
7. Each invoice shall include a certification signed by the AGENCY Representative or his
or her designee which reads as follows:
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit B
Page 15 of 23
“I hereby certify that the hours and salary rates submitted for reimbursement in this
invoice are the actual hours and rates worked and paid to the contractors or
subcontractors listed.
Signed ________________________________
Title __________________________________
Date __________________________________
Invoice No. ____________________________
8. WRCOG will pay the AGENCY within 30 days after receipt by WRCOG of an invoice.
If WRCOG disputes any portion of an invoice, payment for that portion will be withheld,
without interest, pending resolution of the dispute, but the uncontested balance will be
paid.
9. The final payment under this Agreement will be made only after: (I) the AGENCY has
obtained a Release and Certificate of Final Payment from each contractor or
subcontractor used on the Project; (ii) the AGENCY has executed a Release and
Certificate of Final Payment; and (iii) the AGENCY has provided copies of each such
Release to WRCOG.
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit B-1
Page 16 of 23
EXHIBIT “B-1”
[Sample for Professional Services]
For the satisfactory performance and completion of the Services under this Agreement,
Agency will pay the Contractor compensation as set forth herein. The total compensation for
this service shall not exceed (_____INSERT WRITTEN DOLLAR AMOUNT___)
($___INSERT NUMERICAL DOLLAR AMOUNT___) without written approval of Agency’s
City Manager [or applicable position] (“Total Compensation”).
1.ELEMENTS OF COMPENSATION.
Compensation for the Services will be comprised of the following elements: 1.1 Direct
Labor Costs; 1.2 Fixed Fee; and 1.3 Additional Direct Costs.
1.1 DIRECT LABOR COSTS.
Direct Labor costs shall be paid in an amount equal to the product of the Direct
Salary Costs and the Multiplier which are defined as follows:
1.1.1 DIRECT SALARY COSTS
Direct Salary Costs are the base salaries and wages actually paid to the
Contractor's personnel directly engaged in performance of the Services
under the Agreement. (The range of hourly rates paid to the Contractor's
personnel appears in Section 2 below.)
1.1.2 MULTIPLIER
The Multiplier to be applied to the Direct Salary Costs to determine the
Direct Labor Costs is _________________, and is the sum of the
following components:
1.1.2.1 Direct Salary Costs ____________________
1.1.2.2 Payroll Additives ____________________
The Decimal Ratio of Payroll Additives to Direct Salary Costs. Payroll
Additives include all employee benefits, allowances for vacation, sick
leave, and holidays, and company portion of employee insurance and
social and retirement benefits, all federal and state payroll taxes, premiums
for insurance which are measured by payroll costs, and other contributions
and benefits imposed by applicable laws and regulations.
1.1.2.3 Overhead Costs ____________________
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit B-1
Page 17 of 23
The Decimal Ratio of Allowable Overhead Costs to the Contractor Firm's
Total Direct Salary Costs. Allowable Overhead Costs include general,
administrative and overhead costs of maintaining and operating
established offices, and consistent with established firm policies, and as
defined in the Federal Acquisitions Regulations, Part 31.2.
Total Multiplier ____________________
(sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3)
1.2 FIXED FEE.
1.2.1 The fixed fee is $______________________.
1.2.2 A pro-rata share of the Fixed Fee shall be applied to the total Direct Labor Costs
expended for services each month, and shall be included on each monthly invoice.
1.3 ADDITIONAL DIRECT COSTS.
Additional Direct Costs directly identifiable to the performance of the services of this
Agreement shall be reimbursed at the rates below, or at actual invoiced cost.
Rates for identified Additional Direct Costs are as follows:
ITEM REIMBURSEMENT RATE
[___insert charges___]
Per Diem $ /day
Car mileage $ /mile
Travel $ /trip
Computer Charges $ /hour
Photocopies $ /copy
Blueline $ /sheet
LD Telephone $ /call
Fax $ /sheet
Photographs $ /sheet
Travel by air and travel in excess of 100 miles from the Contractor's office nearest to
Agency’s office must have Agency's prior written approval to be reimbursed under this
Agreement.
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit B-1
Page 18 of 23
2. DIRECT SALARY RATES
Direct Salary Rates, which are the range of hourly rates to be used in determining Direct
Salary Costs in Section 1.1.1 above, are given below and are subject to the following:
2.1 Direct Salary Rates shall be applicable to both straight time and overtime work,
unless payment of a premium for overtime work is required by law, regulation or
craft agreement, or is otherwise specified in this Agreement. In such event, the
premium portion of Direct Salary Costs will not be subject to the Multiplier
defined in Paragraph 1.1.2 above.
2.2 Direct Salary Rates shown herein are in effect for one year following the effective
date of the Agreement. Thereafter, they may be adjusted annually to reflect the
Contractor's adjustments to individual compensation. The Contractor shall notify
Agency in writing prior to a change in the range of rates included herein, and
prior to each subsequent change.
POSITION OR CLASSIFICATION RANGE OF HOURLY RATES
[___sample___]
Principal $ .00 - $ .00/hour
Project Manager $ .00 - $ .00/hour
Sr. Engineer/Planner $ .00 - $ .00/hour
Project Engineer/Planner $ .00 - $ .00/hour
Assoc. Engineer/Planner $ .00 - $ .00/hour
Technician $ .00 - $ .00/hour
Drafter/CADD Operator $ .00 - $ .00/hour
Word Processor $ .00 - $ .00/hour
2.3 The above rates are for the Contractor only. All rates for subcontractors to the
Contractor will be in accordance with the Contractor's cost proposal.
3. INVOICING.
3.1 Each month the Contractor shall submit an invoice for Services performed during
the preceding month. The original invoice shall be submitted to Agency's
Executive Director with two (2) copies to Agency's Project Coordinator.
3.2 Charges shall be billed in accordance with the terms and rates included herein,
unless otherwise agreed in writing by Agency's Representative.
3.3 Base Work and Extra Work shall be charged separately, and the charges for each
task and Milestone listed in the Scope of Services, shall be listed separately. The
charges for each individual assigned by the Contractor under this Agreement shall
be listed separately on an attachment to the invoice.
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit B-1
Page 19 of 23
3.4 A charge of $500 or more for any one item of Additional Direct Costs shall be
accompanied by substantiating documentation satisfactory to Agency such as
invoices, telephone logs, etc.
3.5 Each copy of each invoice shall be accompanied by a Monthly Progress Report
and spreadsheets showing hours expended by task for each month and total
project to date.
3.6 If applicable, each invoice shall indicate payments to DBE subcontractors or
supplies by dollar amount and as a percentage of the total invoice.
3.7 Each invoice shall include a certification signed by the Contractor's
Representative or an officer of the firm which reads as follows:
I hereby certify that the hours and salary rates charged in this
invoice are the actual hours and rates worked and paid to the
employees listed.
Signed _____________________________
Title _____________________________
Date _____________________________
Invoice No. _____________________________
4. PAYMENT
4.1 Agency shall pay the Contractor within four to six weeks after receipt by Agency
of an original invoice. Should Agency contest any portion of an invoice, that
portion shall be held for resolution, without interest, but the uncontested balance
shall be paid.
4.2 The final payment for Services under this Agreement will be made only after the
Contractor has executed a Release and Certificate of Final Payment.
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit B-2
Page 20 of 23
EXHIBIT B-2
Sample Cover Letter to WRCOG
Date
Western Riverside Council of Governments
3390 University Avenue; Suite 450
Riverside, California 92501
Attention: Deputy Executive Director
ATTN: Accounts Payable
Re: Project Title - Invoice #__
Enclosed for your review and payment approval is the AGENCY’s invoice for professional and
technical services that was rendered by our contractors in connection with the 2002 Measure “A”
Local Streets and Roads Funding per Agreement No. ________ effective (Month/Day/Year) .
The required support documentation received from each contractor is included as backup to the
invoice.
Invoice period covered is from Month/Date/Year to Month/Date/Year .
Total Authorized Agreement Amount: $0,000,000.00
Total Invoiced to Date: $0,000,000.00
Total Previously Invoiced: $0,000,000.00
Balance Remaining: $0,000,000.00
Amount due this Invoice: $0,000,000.00
===========
I certify that the hours and salary rates charged in this invoice are the actual hours and rates
worked and paid to the contractors listed.
By: _____________________________
Name
Title
cc:
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit B-3
Page 21 of 23
EXHIBIT B-3
Sample Letter from Contractor to AGENCY
Month/Date/Year
Western Riverside Council of Governments
3390 University Avenue; Suite 200
Riverside, California 92501
Attention: Deputy Executive Director
Attn: Accounts Payable Invoice #____________
For [type of services] rendered by [contractor name] in connection with [name of project]
This is per agreement No. XX-XX-XXX effective Month/Date/Year .
Invoice period covered is from Month/Date/Year to Month/Date/Year .
Total Base Contract Amount: $000,000.00
Authorized Extra Work (if Applicable) $000,000.00
------------------
TOTAL AUTHORIZED CONTRACT AMOUNT: $000,000.00
Total Invoice to Date: $000,000.00
Total Previously Billed: $000,000.00
Balance Remaining: $000,000.00
Amount Due this Invoice: $000,000.00
==========
I certify that the hours and salary rates charged in this invoice are the actual hours and rates
worked and paid to the employees listed,
By: ____________________
Name
Title
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit B-4
Page 22 of 23
EXHIBIT B-4
SAMPLE TASK SUMMARY SCHEDULE
(OPTIONAL)
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
23-CN-MEN-1189
Exhibit B-5
Page 23 of 23
EXHIBIT B-5
Sample Progress Report
REPORTING PERIOD: Month/Date/Year to Month/Date/Year
PROGRESS REPORT: #1
A. Activities and Work Completed during Current Work Periods
TASK 01 – 100% PS&E SUBMITTAL
1. Responded to Segment 1 comments from Department of Transportation
2. Completed and submitted Segment 1 final PS&E
B. Current/Potential Problems Encountered & Corrective Action
Problems Corrective Action
None None
C. Work Planned Next Period
TASK 01 – 100% PS&E SUBMITTAL
1. Completing and to submit Traffic Signal and Electrical Design plans
2. Responding to review comments
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
RESOLUTION NO. 22-____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA,
AMENDING THE FISCAL YEAR 2022/23 OPERATING BUDGET
WHEREAS, the City of Menifee, California adopted a budget for the fiscal year 2022/23
with Resolution No. 22-1157 on June 1st , 2022; and
WHEREAS, from time to time the City of Menifee receives unanticipated revenues,
experiences unanticipated expenditures, and/or identifies alternative funding sources; and
WHEREAS, it is in the best interest of the citizens of the City of Menifee to allocate budget
resources to continue the operations of the City of Menifee; and
WHEREAS, the City Council of the City of Menifee needs to amend the fiscal year 2022/23
budget as follows:
AMENDMENTS TO ADOPTED BUDGET:
TUMF Fund 310 Adopted FY 2022/23 Revenue Budget: $0
1. Record Appropriation(s):
CITY COUNCIL
MEETING DESCRIPTION ACCOUNT #AMOUNT
October 19, 2022
CIP 13-03: Holland Road/I-215
Overcrossing (FY21/22 Budget Carry-
Over)
310-3355
$8,255,000
October 19, 2022 CIP 13-03: Holland Road/I-215
Overcrossing (Amendment No. 2)310-3355 2,000,000
March 1, 2023 CIP 23-12: Menifee Rd Widening Project 310-3355 2,169,000
TOTAL:$10,255,000
Amended TUMF Fund 310 FY 2022/23 Revenue Budget: $12,424,000
TUMF Fund 310 Adopted FY 2022/23 Expenditure Budget: $0
2. Record Appropriation(s):
CITY COUNCIL
MEETING DESCRIPTION ACCOUNT #AMOUNT
October 19, 2022
CIP 13-03: Holland Road/I-215
Overcrossing (FY21/22 Budget Carry-
Over)
310-4555-58021
$8,255,000
October 19, 2022 CIP 13-03: Holland Road/I-215
Overcrossing (Amendment No. 2)310-4555-58021 2,000,000
December 7, 2022 FY21-22 Budget Carryover*Various
Accounts 8,400,769.75
March 1, 2023 CIP 23-12: Menifee Rd Widening Project 310-4555-58166 2,169,000
TOTAL:$20,824,769.75
*Includes $3,299,150.25 of existing FY2021/22 Purchase Orders (POs) carried forward into FY2022/23 under City Manager authority.
Amended TUMF Fund 310 FY 2022/23 Expenditure Budget: $20,824,769.75
3. Record Transfer of Funds:
FROM ACCOUNT #TO ACCOUNT #AMOUNT
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
Amending the Fiscal Year 2022/23 TUMF Fund 310
CIP 23-12: Menifee Road Widening Project
2
4
3
9
7
5
TOTAL:
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY
RESOLVE AS FOLLOWS:
The annual budget for the TUMF Fund for the City of Menifee for fiscal year
2022/23 is hereby increased and amended to reflect unanticipated revenues and
expenditures as follows:
Revenues:
CIP 23-12: Menifee Rd Widening Project $2,169,000
Amended TUMF Fund 310 FY 2022/23 Budget:$12,424,000
Expenditures:
CIP 23-12: Menifee Rd Widening Project $2,169,000
Amended TUMF Fund 310 FY 2022/23 Budget:$20,824,769.75
PASSED, APPROVED AND ADOPTED this 1st day of March 2023.
_____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ ____________________________
Kay Vinson, Acting City Clerk Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC
AgripinaLn
Eagle Rd
Ch
a
p
a
r
r
a
l
Vi
e
w
D
r
Ho
o
k
L
n
Me
n
i
f
e
e
R
d
Be
l
l
a
m
y
L
n
E
a
stbourne
Ct
Lanesbridge St
Hayforth
Cir
Loretta Ave
Afton Ln
Linecroft
C
t
Garbani Rd
Wh
i
t
e
h
a
v
e
n
C
t
He
v
e
r
s
h
a
m
C
t
Ke
n
d
a
l
C
t
Br
a
m
p
t
o
n
C
t
Ge
l
d
e
r
C
i
r
P
itman
Ln
Merjanian Rd
Eurton Ln
Garland Ln
Ha
l
e
b
l
i
a
n
R
d
Scott Rd
Wickerd Rd
Av
a
l
o
n
L
n
215
Via Los
Rosas
Br
i
g
g
s
R
d
La Piedra Rd
Holland Rd
Garbani Rd
Scott Rd
Antelop
e
R
d
Project Site
0 0.1 0.2
Miles
Date: 2/23/2023
Menifee Road Widening (Scott Road to Garbani Road)
Project Location Map
Scott Rd
Garbani Rd
DocuSign Envelope ID: 53B8579E-957A-44CB-9CD8-116CDEB715BC