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2017/07/01 County, Riverside TLMA - Planning and Environmental ServicesAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE COUNTY OF RIVERSIDE AND THE CITY OF MENIFEE The County of Riverside, California (hereinafter "COUNTY"), and the City of Menifee, California (hereinafter 'ClfY"), hereby agree as follows: RECITALS A. CIry desires that the Transportation & Land Management Agency (hereinafter 'TLMA) provide certain professional services for CITY. B. COUNTY and CITY desire to define the scope of the professional services to be provided and the terms and conditions pursuant to which COUNTY will provide the professional services. NOW THEREFORE, the parties hereto mutually agree as follows: SECTION 1 . RECITALS INCORPORATED The foregoing recitals are incorporated herein and made a part of this Agreement by this reference. SECTION 2 . ADMINISTRATION The TLMA Director, or his designee, shall administer this Agreement on behalf of COUNTY (hereinafter "COUNTY'S contract administrator"). The CITY manager, or his designee, shall administer this Agreement on behalf of CITY (hereinafter "CITY'S contract administrator"). SECTION 3 - SCOPE OF SERVICES Upon CITY'S request and COUNTY'S acceptance as set forth herein, COUNTY shall AUG292017 ?.lll€ scAffi:iD olrolzt'b,'4.1 provide the professional services described in Attachment A to this Agreement, consisting of four (4) pages and incorporated herein (hereinafter "professional services"). COUNTY, or consultants under contract to COUNTY, if any, shall comply with CITY codes and applicable state statutes in providing the professional services. COUNTY shall work directly with CITY and its staff in providing the professional services and shall consult with CITY staff as necessary. COUNTY shall not be required to, and shall not, respond to any person or entity other than CITY concerning the professional services it provides. CITY shall be responsible for responding to all such persons or entities as set forth herein. SECTION 4 - REQUESTS FOR SERVICES CITY may request professional services for a single project or a group or class of projects. CITY shall make all requests for professional services in writing and CITY'S contract administrator shall send such requests to COUNTY'S contract administrator. Before requesting professional services, CITY'S contract administrator may ask COUNTY'S contract administrator for a written estimate of the cost of the services. SECTION 5 - APPROVAL OF REQUESTS Upon receipt of CITY's written request for services, COUNTY'S contract administrator shall notify CITY'S contract administrator and the appropriate TLMA department in writing that the request has been received. lf COUNTY agrees to provide the professional services requested, COUNTY'S Contract Administrator shall notify CITY'S Contract Administrator in writing. lf the TLMA department has an established procedure for providing the professional services requested (hereinafter "service delivery procedure"), the aforementioned written notification to CITY shall include a copy of the service delivery procedure. Services shall be provided in accordance with the service delivery procedure provided unless the parties mutually agree to a different procedure. COUNTY shall not provide professional services if the request for such services is not made and approved in the manner described above. SECTION 6. DANGEROUS CONDITION EXCEPTION Notwithstanding the provisions of Sections 4. and 5. of this Agreement, COUNTY is hereby authorized to immediately remedy any dangerous condition it encounters in the course of providing professional services, and CITY hereby agrees to pay the reasonable costs incurred by COUNTY for such remediation. For purposes of this Agreement, a dangerous condition shall be any condition that may result in imminent personal injury or property damage. lf COUNTY encounters a dangerous condition, COUNTY shall notify CITY'S Contract Administrator as soon as practical. SECTION 7 - PERTINENT INFORMATION Once a request for professional services has been made and accepted in the manner described above, CITY'S contract administrator shall promptly transmit to COUNTY'S contract administrator all pertinent information concerning the project or group or class of projects. Such information shall include, but not be limited to, CITY'S case file(s) including any applicable development application and applicant submitted documents related to the development application; CITY'S approvals; CITY'S applicable codes; CITY'S General Plan; any applicable specific plans or any other land use approvals; and any reports including but not limited to those reports relating to cultural resources, paleontology or geology. SECTION B - INSPECTION, REJECTION AND ACCEPTANCE OF SERVICES CITY may inspect COUNTY'S work performed pursuant to this Agreement while the work is being performed or after it has been completed. CITY may reject COUNTY'S work no later than thirty (30) days after the work has been completed by submitting to COUNTY'S Contract Administrator a written explanation of the reasons for the rejection. lf CITY does not reject COUNTY'S work as provided above, CITY shall be deemed to have accepted COUNTY'S work. CITY'S acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. CITY'S acceptance shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, the sections pertaining to indemnification and insurance. SECTION 9 - PERSONNET ln providing the professional services described in this Agreement, COUNTY and its staff shall be considered independent contractors and shall not be considered CITY employees for any purpose. COUNTY staff shall at all times be under COUNTY'S exclusive direction and control and shall be located at County facilities. Neither CITY, its officials, officers, employees or agents, shall have control over the conduct of COUNTY or any of COUNTY'S officials, officers, employees, or agents except as set forth in this Agreement. COUNTY shall pay all wages, salaries and other amounts due such personnel in connection with their provision of the professional services and as required by law. SECTION 10. VEHICLES lf CITY chooses to provide vehicles for COUNTY'S use in providing professional services, the vehicles shall meet COUNTY'S specifications, shall be adequately equipped and ready for service and shall be registered in the name of CITY. CITY- owned vehicles shall only be used for C|TY-approved functions. lf CITY chooses to provide vehicles for COUNTY'S use, CITY shall be responsible for the full cost of operating such vehicles, including, but not limited to, insurance, fuel, maintenance, and licensing costs. SECTION 11 . COST OF SERVICES Unless the parties have mutually agreed to a set fee for professional services, CITY shall pay COUNTY for all such services, including staff-to-staff consultations, at the hourly rates set forth in Attachment B to this Agreement. CITY shall pay COUNTY for each hour of service it provides, or each fraction of an hour billed at 1/1Oth increments, including any required travel time. Work done by the COUNTY after regular working hours, such as responding to emergency calls, shall be paid at 1.5 times the hourly labor rate component as shown in Attachment B. The cost for fuel, maintenance, and licensing of CITY vehicles pursuant to Section 10 of this Agreement shall be in addition to the professional service fees. Notwithstanding the above, CITY shall pay COUNTY the full costs of producing any aerial photographs, aerial maps or satellite images for CITY. The COUNTY shall notify CITY of any Board approved hourly rate changes within sixty (60) days from the approval date. SECTION 12 - RECORDS and BILLING COUNTY'S contract administrator shall submit to CITY'S contract administrator a monthly invoice which shall include an itemized accounting of all services performed and the cost thereof. SECTION 13 - PAYMENTS CITY shall pay each monthly invoice within thirty (30) days of the date CITY'S contract administrator receives the invoice from COUNTY'S contract administrator. CITY may dispute any monthly invoice by submitting a written description of the dispute to COUNTY'S contract administrator within ten (10) days of the date CITY'S contract adminiskator receives the invoice from COUNTY'S contract administrator. CITY may defer the payment of any portion of the invoice in dispute until such time as the dispute is resolved; however, all portions of the invoice not in dispute must be paid within the thirty (30)-day period set forth herein. SECTION 14 - RECORD MAINTENANCE COUNTY shall maintain all documents and records relating to the professional services provided pursuant to this Agreement, including, but not limited to, any and all ledgers, books of account, invoices, vouchers, canceled checks, and other expenditure or disbursement documents. Such documents and records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the professional services provided by COUNTY pursuant to this Agreement. Such documents and records shall be maintained for three years from the date of execution of this Agreement and to the extent required by laws relating to public agency audits and expenditures. SECTION 15 - RECORD INSPECTION All documents and records required to be maintained pursuant to Section 14. of this Agreement shall be made available for inspection, audit and copying, at any time during regular business hours, upon the request of CITY'S Contract Administrator. Copies of such documents or records shall be provided directly to CITY'S Contract Administrator for inspection, audit and copying when it is practical to do so; otherwise, such documents and records shall be made available at COUNTY'S address specified in Section 19. of this Agreement. SECTION 16 - DUTY TO INFORM AND RESPOND CITY'S contract administrator shall promptly transmit to COUNTY'S contract administrator all inquiries, complaints, and correspondence that CITY receives concerning professional services provided by COUNTY. CITY'S Contract Administrator shall also provide all information concerning dangerous conditions that CITY'S Contract Administrator either knows or should know exist. COUNTY'S contract administrator shall promptly transmit to CITY'S contract administrator all inquiries, complaints, and correspondence that COUNTY receives in the course of providing professional services CITY shall be responsible for responding to all such inquiries, complaints and correspondence. SECTION 17 - STANDARD OF PERFORMANCE COUNTY represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the professional services described in this Agreement and that it will perform such services competently. ln meeting its obligations under this Agreement, COUNTY shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing the same services to those required of COUNTY under this Agreement. SECTION 18 - PERMITS AND LICENSES COUNTY shall obtain any and all permits, licenses and authorizations necessary to perform the professional services described in this Agreement. Neither CITY, nor its officials, officers, employees or agents shall be liable, at law or in equity, as a result of COUNTY'S failure to comply with this section. SECTION 19 - NOTICES Any notices required or permitted to be sent to either party shall be deemed given when personally delivered to the individuals identified below or when addressed as follows and deposited in the U.S" Mail, postage prepaid: County of Riverside Transportation & Land Management Agency P.O. Box 1605 Riverside, C A 92502-1 409 Attention: Charissa Leach Assistant TLMA Director: Charissa Leach SECTION 22 - INDEMNIFICATION lndemnification by COUNTY. Exce City of Menifee 29714 Haun Rd. Menifee, CA 92586 Attention: Cheryl Kitzerow Community Development Director SECTION 20 - OWNERSHIP OF DATA Ownership and title to all reports, documents, plans, specifications, and estimates produced or compiled pursuant to this Agreement shall automatically be vested in CITY and become the property of CITY. CITY reserves the right to authorize others to use or reproduce such materials and COUNTY shall not circulate such materials, in whole or in part, or release such materials to any person or entity other than CITY without the authorization of CITY'S contract administrator unless otherwise mandated by State regulations. SECTION 2,,I - CONFIDENTIALITY COUNTY shall observe all Federal and State regulations concerning the confidentiality of records. pted as provided below in the paragraph entitled "Special Circumstances', COUNTY shall indemnify, defend and hold harmless CITY, its officials, officers, employees and agents from all claims and liability for loss, damage, or injury to property or persons, including wrongful death, based on COUNTY'S negligent acts, omissions or willful misconduct arising out of or in connection with the performance of professional services under this Agreement including, without limitation, the payment of attorney's fees lndemnification bv CITY. CITY shall indemnify, defend and hold harmless COUNTY, its officials, officers, employees and agents from all claims and liability for loss, damage, or injury to property or persons, including wrongful death, based on CITY'S negligent acts, omissions or willful misconduct arising out of or in connection with the performance of professional services under this Agreement including, without limitation, the payment of attorney's fees. Special Circumstances. CITY shall indemnify, defend, and hold harmless COUNTY, its officials, officers, employees and agents, from all claims and liability resulting from any of the following: . The invalidity of CITY'S codes; . California Environmental Quality Act, Brown Act or any other statutory violation; and the design of City facilities, including, but not limited to, streets and sidewalks. . How CITY decides to address, or prioritize actions addressing, alleged violations of CITY'S codes. How CITY decides to maintain, or prioritize the maintenance of, CITY facilities, including, but not limited to, streets and sidewalks. . The design of CITY facilities, including, but not limited to, streets and sidewalks constructed after July 1 , 2009. . CITY'S failure to provide pertinent information and inform as provided in Sections 6 and 12 of this Agreement. Notification and Cooperation. The parties mutually agree to notify each other through their respective contract administrators if they are served with any claims, summons, complaint, discovery request or court order (hereinafter "litigation documents") concerning this Agreement and the professional services provided hereunder. The parties also mutually agree to cooperate with each other in any third party legal action concerning this Agreement and the professional services provided hereunder. Such cooperation shall include each party giving the other an opportunity to review any proposed responses to litigation documents. This right of review does not, however, give either party the right to control, direct or rewrite the proposed responses of the other party. SECTION 24 _ ASSIGNMENT The expertise and experience of COUNTY are material considerations for this Agreement. CITY has an interest in the qualifications and capabilities of the persons and entities that COUNTY will use to fulfill its obligations under this Agreement. ln recognition of that interest, COUNTY shall not assign or transfer this Agreement, in whole or in part, or the performance of any of COUNTY'S obligations under this Agreement without prior written consent of the CITY'S Contract Administrator. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling CITY to any and all remedies at law or in equity, including summary termination of this Agreement. CITY acknowledges, however, that COUNTY, in the performance of its duties under this Agreement, may utilize subcontractors, and such use shall not be considered SECTION 23 - INSURANCE The parties agree to maintain the types of insurance and liability limits that are expected for entities of their size and diversity. The types of insurance maintained and the limits of liability for each insurance type shall not limit the indemnification provided by each party to the other. lf CITY chooses to provide vehicles for COUNTY'S use, CITY shall maintain liability insurance for the C|TY-owned vehicles and insurance for any physical damage to the C|TY-owned vehicles in an amount equal to the replacement value of all vehicles provided. The vehicle policies shall, by endorsement, name COUNTY, its agencies and departments and their respective officials, officers, employees and agents as additional insureds. a violation of this provision SECTION 25 - IMMUNITIES Nothing in this Agreement is intended to nor shall it impair the statutory limitations and/or immunities applicable or available to the parties under State laws and regulations. SECTION 26 - MODIFICATIONS This Agreement may be amended or modified only by mutual agreement of the parties. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. SECTION 27 - WAIVER Any waiver by a party of any breach of one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term hereof. Failure on the part of either party to require exact, full and complete compliance with any terms of this Agreement shall not be construed as changing in any manner the terms hereof, or estopping that party from enforcing the terms hereof. SECTION 28 - DELEGATION OR ASSIGNMENT This Agreement may not be delegated or assigned, either in whole or in part SECTION 29 . SEVERABILITY lf any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. SECTION 30 - TERM Upon approval by the Riverside County Board of Supervisors, this Agreement shall be effective as of July 1,2017 and shall remain in effect until June 30, 2018, unless terminated earlier. Any request to extend this Agreement shall be submitted in writing by CITY to COUNTY. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. SECTION 31 - ATTORNEYS' FEES Should either party institute any arbitration, action, proceeding, suite or similar proceeding to enforce or interpret this Agreement or any provision hereof, for damages by reason of any alleged breach of this Agreement or any provision hereof, or for a declaration of rights hereunder, the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and reasonable attorneys' fees incurred by the prevailing party in connection with such action or proceeding. SECTION 32 - ENTIRE AGREEMENT This Agreement is intended by the parties as a final expression of their understanding with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements and understandings, written or oral. APPROVALS COUNTY Approvals APPROVED AS TO FORIV CITY Approvals APPROVED AS TO FORM Dated: eff Melching, C Attorney Neil R. Winter, Mayor City of Menifee ATTEST: CITY CLERK: Sarah Manwaring, City Clerk City of Menifee b b arsha L. Victor,4,ilA Pfi'ngd*t Deputy County Counsel City of Menifee APPROVE OARD OF SUPERVISORS: APPROVED BY Clry COUNCIL AUG292017 (Dated hnT glio obt/rz-7-7- Chairman, Riverside County Board of Supervisors ATTEST: CLERK OF THE BOARD B Kecia Harper-lhem Clerk of the Board B 7 Datea: tlh( t7 ATTACHMENT A Scope of Services Planning and Environmental Services 1. Upon request and acceptance as set forth in this Agreement, the Transportation & Land Management Agency's Planning Department shall provide the following servtces Review public and private development projects to ensure that such projects are consistent with the requirements of State statutes/regulations and County General Plan policies; Review public and private development projects to determine the level of analysis needed for cultural resources, paleontological and biological resources, and geologic hazards; Review reports related to these resources; Review public and private development projects to ensure that such projects are consistent with Western Riverside County Multiple Species Habitat Conservation Plan (MSHCP); Review biological reports and MSHCP consistency analyses; Perform habitat assessments and biological surveys; Review and provide the City written comment on site-specific geologic reports Process Habitat Acquisition and Negotiation Strategy (HANS) applications and conduct Single-Family Expedited Review Processes as required by the MSHCP; prepared and submitted pursuant to the Alquist-Priolo Earthquake Fault Zoning Act, site-specific geologic reports assessing rockfall hazard, and other site-specific geologic hazards reports. Attachment B Rates for Professional Services Planning Department Hourly Rates for Professional Services DEPARTMENT POSITION REGULAR HOURS Plan n ing/E nviron me nta I Department ManagemenUSupervisory (incl. Principal Planner, Archeologist, Chief Geologist, Geologist, & Manager)$182 Plan ning/Environ menta I Department Professional Services (incl. Urban Regional Planner)$174 Planning/Environmental Department Specialists (incl. Ecological Resource Specialist & Biologist)$116 Planning/Environmental Department Clerical $55