Image_519CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
THtS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
this / (rfuday of April. 2018 ("Effective Date") by and between the CITY OF MENIFEE' a
califoin'ia municipal corporation, ("city") and Placeworks, Inc.. a Califomia Corporation.
("Consultant"). City and Consultant may sometimes herein be referred to individually as a "Party"
and collectively as the "Parties."
Sf,CTION I. SI,RVICES.
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 subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance with the Scope of
Services. In the event ofa conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
l.l Term of Services. The term ofthis Agreement shall begin on April 16. 2018 and
shall end August 3 l, 201 8 unless the term of this Agreement is otherwise terminated or extended
as provided for in Section 8. The time provided to Consultant to complete the Services required
by this Agreement shall not affect City's right to terminate this Agreement, as provided for in
Section 8.
2 Standard of Performance. Consultant represents and warrants that Consultant is a
provider of first class work and services and Consultant is experienced in performing the Services
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 profession and to the sole satisfaction of the
Contract Administrator.
1.3 Assignment of Personnel.Consultant shall assign 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 ofCity, reassign such person or
persons.
1.4 ljlqg. Consultant shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations
hereunder.
1.5 Authorization to Perform Services. Consultant is not authorized to perform any of
the Services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
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SECTION2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed NINETEEN THOUSANI)
THREE HUNDRED SIXTY.FIVE DOLLARS AND ZERO CENTS ($I9,365.00)
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. In the event of a
contlict between this Agreement and Exhibit A, regarding the amount of compensation, this
Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this
Agreement at the time and in the manner set forth herein. The payments specified below shall be
the only payments from City to Consultant for the Services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as specifically
authorized in advance by City. Consultant shall not bill City for duplicate services performed by
more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. I for the t'irst
invoice, etc.;
b. The beginning and ending dates ofthe billing period;
c. A "Task Summary"' containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under this Agreement, and the
percentage of completion;
d. At City's option, for each item in each task. a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person performing the
Services, the hours spent by each person, a brief description of the Services, and each
reimbursable expensei
Receipts for expenses to be reimbursed;
The Consultant Representative's signature.
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
2971 4 Haun Road
Menifee. CA 92586
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e. The total number of hours of work performed under this Agreement by
Consultant and each employee, agent, and subconlractor of Consultant performing the
Services hereunder necessary to complete the Services described in Exhibit A;
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2.2 Monthly Pavment. City shall make monthly payments, based on invoices received,
for the Services salisfactorily performed. and for authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt ofan invoice that complies with all ofthe requirements
above to pay Consultant.
2.3 Final Paymelt. City shall pay the last ten percent (10%) ofthe total amount due
pursuant to this Agreement within sixty (60) days after completion of the Services and submittal
to City ola final invoice, ifall ofthe Services required have been satisfactorily performed.
2.4 Total Payment. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra. further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior
to the submission oIsuch an invoice.
2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum
amount of this Agreement.
2.7 Payment of Taxes. Consultant is solely responsible for the paymenl ofemployment
taxes incurred under this Agreement and any federal or state taxes.
2.8 Payment upon Termination. ln the event that Citv or Consultant terminates this
Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and for reimbursable
expenses as of the date of written notice of termination. Consultant shall maintain adequate logs
and 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
facilities and equipment necessary to perform the services required by this Agreement. City shall
make available to Consultant only physical facilities such as desks, filing cabinets, and conference
space, as may be reasonably necessary for Consultant's use while consulting with City employees
and reviewing records and the information in possession ofCity. The location, quantity. and time
of furnishing those facilities shall be in the sole discretion of City. ln no event shall City be
required to fumish any facility that may involve incuning any direct expense. including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction faci I ities.
SECTION 4. INSURANCE REQUIREMENTS.
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4.2.1 General rqquirements. 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
DOLLARS ($2,000,000.00) products/completed operations aggregate. lf a Commercial General
Liability Insurance or an Automobile Liability lnsurance form or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to. protection
against claims arising from bodily and personal injury, including death resulting therefrom. and
damage to property resulting from the Services contemplated under this Agreement, including the
use ofhired, owned, and non-owned automobiles.
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 Office Automobile Liability
form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
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Before beginning any work under this Agreement. Consultant. at its own cost and expense.
shall procure the types and amounls of insurance checked below and provide Certificates of
Insurance. indicating that Consultant has obtained or currently maintains insurance that mects the
requirements of this section and which is satisfactory. in all respects, to City. Consultant shall
maintain the insurance policies required by this section throughout the term of this Agreement.
The cost of such insurance shall be included in Consultant's compensation. Consultant shall not
allow any subcontractor, consultant or 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 ofthe required insurance shall be submitted and made part
of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover
inter-insured suits between City and other Insureds.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense. maintain
Statutory Workers' Compensation lnsurance and Employer's Liability lnsurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions ofthe California
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident, ONE MILLION DOLLARS ($ 1,000,000.00) disease per employee, and ONE M ILLION
DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only ifthe program of self-insurance complies
fully with thc provisions of the California Labor Code. Determination ofwhethera self-insurance
program meets the standards of the Califomia Labor Code shall be solely in the discretion ofthe
Contract Administrator. The insurer. if insurance is provided, or Consultant. ifa program ofself-
insurance is provided, shall waive all rights of subrogation against City and its officers, officials,
employees, and authorized volunteers for loss arising from the Services performed under this
Agreement.
4.2 Commercial General and Automobile Liabilitv lnsurance.
4.2.3 Additional requirements. Each of the followin g shall be includcd in the
insurance coverage or added as a certified 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 Consultanl to comply with reporting provisions of the
policy shall not affect coverage provided to C ity and its officers. employees, agents,
and volunteers.
4.3 Professional Liability lnsurance
4.3.1 Ceneral requirements. Consultant. at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. If the deduclible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be
approved by City.
4.3.2 Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no
later than the commencement 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. Ifcoverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the Effective
Date of this Agreement. Consultant must provide extended reporting coverage for
a minimum of five (5) years after the expiration or termination of this Agreement
or the completion ofthe Services. Such continuation coverage may be provided by
one ofthe following: (l) renewal ofthe existing policy; (2) an extended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement ofthe Services underthis Agreement. Cityshall havethe
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.
d. A copy of the claim repofting requirements must be submitted to
City prior to the commencement of the Services under this Agreement.
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1.4.1 Acceptability of insurers. All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in California.
4.4.2 Verification of coverase. 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 ofall
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:
Evaluation of EDC General Plan Designation/Market Analysis. The name and address for
Additional Insured endorsements, Certificates of Insurance and Notice ofCancellation is: City of
Menit'ee. 29714 Haun Road, Menifee. CA 92586. City must be endorsed as an additional insured
for liability arising out ofongoing and completed operations by or on behalf of Consultant.
4.4.3 Notice of Reduction in or Cancellation of Coveraqe. Consultant shall
provide written notice to City within ten (10) working days if: (l) any ofthe required insurance
policies is terminated; (2) the limits ofany ofthe required polices are reduced; or (3) the deductible
or self insured retention is increased.
4.4.4 Additional insured: primary insurance City and its officers, employees,
agents, and authorized volunteers shall be covered as additional insureds with respect to each of
the lollowing: liability arising out of the Services performed by or on behalf of Consultant,
including the insured's general supervision of Consultant; products and completed operations of
Consultant. as applicable; premises owned. occupied, or used by Consultant; and automobiles
owned, leased. or used by Consultant in the course of providing the Services pursuant to this
Agreement. The coverage shall contain no special limitations on the scope ofprotection afforded
to City or its 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
for one ( I ) year after the expiration or termination of th is Agreement or completion ofthe Services.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its officers, officials, employees, and volunteers, and
that 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
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 of losses
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4.4 All Policies Requ irernents.
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects Io each of them.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate cer-tificates and certified endorsements for each
subcontractor. All coverages for subcontraclors 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 foregoing insurance requiremenls. 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. ln 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 Agreementl
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 hereofi and/or
c. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
mnification for Professional Liabilitv. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent permifted 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 from and against
any and all claims. losses, costs, damages, expenses, liabilities, liens, actions, causes of action
(whether in tort, contract. under statute. at law, in equity, or otherwise) charges, awards,
assessments, fines, or penalties ofany kind (including reasonable consultant and expert fees and
expenses of investigation. costs of whatever kind and nature and, if Consultant fails to provide a
defense for City, the legal costs of counsel retained by City) and any judgment (collectively,
"Claims") to the extent same are caused in whole or in part by any negligent or wrongful act. error,
or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or
individual that Consultant shall bear the legal liability thereof) in the performance ofprofessional
services under this Agreement.
5.2 lndemnification for Other than Professional Liabilitv. Other than in the
performance of professional services and to the full extent permitted by law, Consultant shall
indemnify, protect. defend (with counsel selected by City), and hold harmless City, and any and
allof its otl'icers, employees. of'ficials, volunteers, and agents from and against any and allClaims,
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where the same arise out of, 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 for which
Consultant is legally 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 result of City's sole or active negligence. The provisions ofthis 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. Atall timesduring the tenn ofthis Agreement, Consultant
shall be an independent contractor and shall not be an employee of City. City shall have the right
to control Consultant only insofar as the results of the Services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subparagraph 1.3; however. otherwise City
shall not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to this Agreement. The personnel performing the Services under this
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 performing the Services
hereunder forCity. Cityshall not be liable for compensation or indemnification to Consultant for
injury or sickness arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any
of its employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment by
City, including but not limited to eligibility to enroll in the California 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.
SECTIONT. LEGALREQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Comnliance with Aoolicable Laws Consultant and any subcontractor shall comply
with all applicable local, state, and federal laws and regulations applicable to the performance of
the work hereunder. Consultant shall not hire or employ any person to perform work within City
or allow any person to perform the Services required under this Agreement unless such person is
properly documented and legally entitled to be employed within the United States. Any and all
work subject to prevailing wages, as determined by the Director oflndustrial Relations ofthe State
of Califomia, will be the minimum paid to all laborers, including Consultant's employee and
subcontractors. It is understood that it is the responsibility ofConsultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the Califomia Department of
Industrial Refations ("DIR") pursuant to California Public Utilities Code, Sections 465,466, and
467 6y calling 415-703-4774. Appropriate records demonstrating compliance with such
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requirement shall be maintained in a safe and secure location at all times. and readily available at
City's request. Consuhant 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 liability, loss, damage, cost or expenses (including but not limited to
reasonable attomeys' fees, expeft witness fees, court costs, and costs incurred related to any
inquiries or proceedings) arising from or related to (i)the noncompliance by Consultant or any
party performing the 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
l78l of the Labor Code, as the same may be amended from time to time, or any other similar law;
and/or (iii) failure by Consultant or any party performing the Services to provide any required
disclosure or identification as required by Labor Code Section 1781, as the same may be amended
from time to time, or any other similar law. lt is agreed by the Parties that, in connection with
performance ofthe Services, including, without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks ofpayment or non-payment of prevailing wages
under California law and/or the implemenlation of Labor Code Section I 78 I , as the same may be
amended from time to time, and/or any other similar law. Consultant acknowledges and agrees
that it shall be independently responsible for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Consultant shall require the same ofall 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 of whatsoever nature that are legally required to practice their respective professions.
Consultant represents and warrants to City that Consultant and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect a1 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 of this Agreement valid Business Licenses from City.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notification to Consultant
8.2 Termination bv Consultant.Consultant may cancel this Agreement upon 30 days'
wrinen notice to City.
8.3 Conseouences of Termination. In the event of termination. Consultant shall be
entitled to compensation for the Services performed up to the date of termination; City, however,
may condition payment of such compensation upon Consultant delivering to City any or all
documents, photographs, computer software, video and audio tapes, and other materials provided
to Consultant or prepared by or for Consultant or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection Ll. 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
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SECTION 8. TERMINATION AND MODIFICATION.
authorized by the Contracl Administrator, City shall have no obligation to reimburse Consultant
for any otherwise reimbursable expenses incurred during the extension period.
8.5
all the Parties.
Amendments. The Parties may amend this Agreement only by a writing signed by
8.6 AssisnmentandSubcontractins.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
orany interest therein without the prior written approval ofthe Contract Administrator. Consultant
shall not subcontract any portion ofthe performance contemplated and provided for 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 notifo 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 Ontions uoon Breach by Consultant . IfConsultant 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 pursuant to this Agreement;
c. Retain a different consultant to complete the Services described in
Exhibit Al and/or
d. Charge Consultant the difference between the cost to complete the Services
described in Exhibit A that is unfinished at the time of breach and the amount that City
would have paid Consultant pursuant to Section 2 if Consultant had completed the
Services.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part ofConsul tant's Performance . All reports, data, maps,
models. char.ts, studies, surveys, photographs. memoranda, plans, studies, specifications, records.
files, or any other documents or materials, in electronic or any other form that Consultant prepares
or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the
property of City. Consultant hereby agrees to deliver those documents to City upon the expiration
or termination of this Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to this Agreement
are prepared specifically for City and are not necessarily suitable for any future or other use. Any
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useofsuch documents for other projects byCityshall be withoul liability to Consultant. Cityand
Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other
documents are confidential and will not be released to third parties without prior written consent
of both Parties unless required by law.
9.2 Licsnsins. of Intellectual Pro ert . This Agreement creates a non-exclusive andn
perpetual license for C ity to copy, use, mod ify, reuse, or sublicense any and all copyrights, designs,
rights of reproduction, and other intellectual property embodied in plans, specifications, studies,
drawings, estimates, test data, survey results, models, renderings. and other documents or works
of authorship fixed in any tangible medium of 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 Consultant under this Agreemenl ("Documents and
Data"). Consultant shall require all subcontraclors to agree in writing that City is granted a non-
exclusive and perpetual license for any Documents and Data the subcontractor prepares under this
Agreement. Consultant represents and warrants that Consultant has the legal right to license any
and all Documents and Data. Consultant makes no such representation and warranty in regard to
Documents and Data which were prepared by design professionals other than Consultant or
provided to Consultant by the City. City shall not be limited in any way in its use ofthe Documents
and Data at any time, provided that any such use not within the purposes intended by this
Agreement shall be at City's sole risk.
9.3 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books ofaccount, invoices, vouchers. canceled checks. and other records or documents evidencing
or relating to charges for the Services or expenditures and disbursements charged to City under
this Agreement for a minimum of three (3) years, or for any longer period required by law, from
thedateoffinal 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 Inspeclion and Audit of Records. An y records or documents that Section 9.3 of
this Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Government Code Section 8546.7, ifthe 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 ofthree (3) years after final payment under this Agreement.
SECTIONIO. MISCELLANEOUSPROVISIONS.
l0.l Attomeys' Fees. If either Party to this Agreement brings any action. including an
action for declaratory relief. to enforce or interpret the provision of this Agreement, the prevailing
Party shall be entitled to reasonable attorneys' lees and expenses including costs, in addition to
any other relief to which that Party may be entitled; provided, however, that the attorneys' fees
awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services
multiplied by the reasonable number of hours 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.
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10.2 Applicable Law; Venug. The internal laws of the State of Califomia shall govcrn
the interpretation and enforcement of this Agreement. ln the event that either Party brings any
action against the other under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in Riverside County.
10.3 Severabilitv. lf any provision of this Agreement is held invalid, the remainder of
this Agreement shall not be alfected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
10.4 Section Headings and Subheadinqs. The section headin gs and subhead ings
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 Waiverof Breach. The waiverof any breach of a specific provision of
this Agreement does not constitute a waiver ofany other breach ofthat term or any other term of
this Agreement.
I 0.6 Successors and Assigns. The provisions ofthis Agreement shall inure to the benefit
ofand shall apply to and bind the successors and assigns ofthe Parties.
10.7 Consultant Rcprescntative. All matters undcr this Agreement shall be handled lor
Consultant by Wendy Nowak ("Consultant's Representative"). The Consultant's Representative
shall have full authority to represent and act on behalf of Consultant 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 Administration. This Agreement shall be administered by the City
employee Cheryl Kitzerow ("Contract Adm inistrator"). All correspondence shall be directed to
or through the Contract Administrator or his designee. The Contract Administrator shall have the
power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided
in this Agreement, Consultant shall not accept direction or orders from any person other than the
Contract Administrator or his designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
Placeworks. Inc
3 MacAnhur Place. Suite I 100
Santa Ana. CA 92707
Attn: Wendy Nowak, Principal
City of Menifee
29714 Haun Road
Menifee. CA 925 86
Attn: Cheryl Kitzerow
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76105t0 2 a04/12118 -tz-
Any written notice to City shall be sent to the Contract Administrator at:
with a copy to:
City Clerk
City of Menifee
2971 4 Haun Road
Menifee, CA 92586
10.10 Professional 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 professional
responsible for the report/design 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/desi gn responsibi lity.
l0.ll Riehts 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 ol 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.
10.12 Inteqration. This Agreement. including the scope ofservices attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City and
Consultant and supersedes all prior negotiations, representations, 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 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
10.14 Execution ofContract. The persons executing this Agreementon 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 ofany other Agreement to
which said Party is bound.
10.15 Nondiscrimination. Consultant covenants that, byand for itself, its heirs, executors,
assigns, and all persons claiming under or through them, that in the performance ofthis Agreement
there shall be no discrimination against or segregation of, any person or group of persons on
account of any impermissible classification including, but not limited to, race, color. creed.
religion, sex, marital status. sexual orientation, national origin, or ancestry.
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10.16 No Third Partv Beneficiaries. With the exception 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 0.1 7 Nonliability of City Officers and Emplovees. No ollicer, official, employee, agent,
representative, or volunteer of City shall be personally liable to Consultant, or any successor ln
interest, in the event ofany default or breach by City or for any amount which may become due to
Consultant or to its successor. or for breach ofany obligation oflhe terms of this Agreement.
10.19 No Benefit to Arise to Cilv Emoloyees. No member, officer, or employee of City,
or their designees or agents, and no public official who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or for one (l) 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]
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l0.l 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 oflicer or employee of City shall receive
compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of
Consultant, in connection with the award ofthis Agreement or any work to be conducted as a result
of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as ofthe Effective Date.
CITY OF ME li CONSULTANT
By:
Armando G.it a, City Manager
Name:
Title:
Name:
Title:
Attest:o
A.Manwanng.City Cl
to F-orm:
. Melching, C
By:
Wil\rarn Hcrlli
AssisYont
J
[Note:2 officer's signatures required if
Consultant is a corporation]
S."rlt*u
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EXHIBIT A
SCOPE OF SERVICES
Scope ofwork for agreement will include:
Tasks I (Evaluation of EDC General Plan Designation & Market Analysis)
Task 2 (Project Management)
Task 4 (Joint PC/CC Workshop to present findings and recommendations)
Reimbursables for required tasks
For a Not-To-Exceed amount of NINETEEN THOUSAND THREE HUNDRED SIXTY-FM DOLLARS AND ZERO CENTS ($19,365.00)
EXHIBIT A
PAGE I
2671/031858-000 r
?6305t0 2 a04/t2/18
PLACEWORKS
i I :"
Chervl XrU€rUtrr. MCP
Communny Clevabprt€nt DlEcto,
City of M.nfle
29r14 Baun Ro.d
M.nrfee. CA
Sublc<l. Proroiil Assasrm"nt of rh. OVs Ecommlc DavGlopnst C-dridor ocalnatbn (Gamtal Plan)
Dlar M!- Xltrlrow:
itrank you dBdin for the omorlunrty to mr€t v th you and m€mbers of thr Menrlca City Cqrncrl lo provlda a
"refrelher' of th! G€n.ral phn and thc rnt nlkroi b"hind the mb( of hnd u}!1 ptopo6pd in rach Subaree of
Cllys Economk Oev"lopmenl Corrldor (EOCI. lf ! mt often that cye e3 con3ultenB a,? gil,tn tha opp(rtunfiy
to mc"i wth our cllcntr a ta$, trarr afi.r a Irotlct ha, b€cn adoptld to rlvrw thr thinSs ttat worled wtll
dnd th. lhrrt$ thit colld b€ do.E drff"rentlv lo r6po^d lo tha CiV! p.ro.tll"r
'I lre rapd rrse of onlne lhopprn8 and thc crtlcsl lhortaac of naw holJ1mg haw becorna mor? p(lssir|g rssu6
llnrc lhc CrVs 6.nEr.l Pbn w adopted alrnolt fotrr ylars ,8o, and th! Oly B frclng prc!,iur"! to r.vGc th!
prcwEroos of the EoC rn th€ Generil Plan to rellx)nd to th" chanelnB rnsrlet coodtuont. As guch. rt B ao
appropfldtc trmc to aijli1 lhe drrlctlon orovrdcd rn lha Gen€rrl Pbn for thr EOC d€tarmlnc if lhr mk ol uscg
ongrnallV adopted bV ttrc Clty prorid"s ro approprrat. a ,urde fo. bng.t"rm futura darebpnl.nt that 6 liscally
sostdlnible. By rcrrprrnS and confirmtoS th€ apg.oacfi, or by nEkir8 imall adJultrn+nls ctlry f?r ylars. lh.
Crty L.n mrn.mut th! o6ed to pl€parc e coltl, comprehpnsn" ovlrhaul of thr G"natal Plan doyrn the roi|d
Scope of Work
The folloryln8 Scop. of Work and Cost EJtm.ta he bean proylded fo( tha asscsstrlnt and €vai.tation c, the
Crtys Generrl Plan aod Zonln8 o(drnince e lt rrlat:! to th! EOCI
TASK 1. EVAIUATION Of EDC GENERAT PI.AN DESIGNATION & MARKET ANATYSIS
Pldeworls wdl co.rdud a rarl€w of thc IDC auba..as rn the Gcnaral Plan to datlrmme ll thc prdlrrcd mrx of
u5es Gnvrlioned for ca{h localiofi ii stlrl rpproprat!, 15 approp,rlate but na"d! rctin€mrnt or |! m longlr
epproprute |nd need to be r€,rovld Thc enalysa w l evalueta th" eff.c wnc3g of tha Cf,naral P lan Bo.l9 .nd
pol,cres as a tool to loster rcooorfl,c dEarlopmfit rn lhe Crty and ldlnufy barrlrr3 to imphrn€ntat'ofl of the
typc! .n d m H of ulcr d"lcrlb€d rn .ach EoC Suba rca. A currefil mart t Enalyia wlll b! cotducl"d o{ th. Ctty
to dellrrrn! rf d.mand for cartirn u!€s ha1 ch.nSad (and tharcfure *otrld prompt a potentral (h.o8e rn Larrd
Use from whal 15 lhowh todryl, loais rnd pollcbs wlll b€ r"vl"wcd, as wIl th. ernrral pbn land u!!
deslgortrsl1 end mrr of uses asrocslal wilt rach 3ubar"r. Tha evaluatlon wlll tata rano (o.13ld!ttrbo the
req!a!t1of chSn8ri to ldnd us! that ar! b.'n8 promgtcd hV otrf"nt merld darnands ard ryul b€la[. tholr
wlth thr long llrm fisdl surtahebrllty of the Grn ral Phn land u5.3 and lhr ld?eb thar $. OtV h* d€oUllad
rn lhc Genlral Pl.n Vlrlon as the tvp€ ot.Dmmgnlty Mcfiil"r a!p1.6 to ba. Ass6sncnt of tha tradeoft! of
drfferent optonr for chanS€ ln tha fOC and recomrncndatlons Io. revlsldt. whrre approOrlatr, wlll ba outlined
tn a mcmotandum thet wrll bc .cy|lsld with thr Phnnrrr8 CoflrmBgon rnd Clty Coundl in an optondl rorrti
wor lchop {Iasl4)
rh6 tarl wrll rnclud! p.ording.remphi of proJact trcfi othlr lurrsdEtlons to funhar lllultrrt. sorrE o[ thr
concepts (burldln3 orlentltrqr. mll. €tcl that ara articulatld in the Gen"ral Plao for "!ch subarea. Tha!€
lrample! can bc u3ad during the roint ryo.kshop wrlh Planflng CommBrron and Crty Co.Jncil lo hrlp thGm
bltt?r erlv6ro{r whdt thc d?ylklontcnt r^ eadr IDC Ganrral Plan !lJbe.!a shouH look ltta.
rvlir Arlli.,r Pli.e. \r,,1" I ILXJ I Saril,r Arrd. ( allfornld 9;7117 lla 9t6 9220 | l,ld( rw(x 1.. (:iinr
267lr0l l65E-0001
7630150 2.0:lrl2rl8 -1-
a
@ er-acEwoRKs
Dc ',tmu{s}:. R{vra, of the C;ty'r Gdnar.l Pldn Land lJs€ Oe$8naLorE, mlras ol u9!, and polic'as relatcd to the tDC. Preparc a rru.ket aotlysrs of land ule dcmands lor ovrr3etlJratlfil rn iyl€firfat. Piepdr.lron ofGlS Maps and dald l.yer! rllLrltrallns p.opogad edlt!. Memorandum sumnrrr rarnE tay findrn8t end re(Dmmrndatlons (adminrltrali4 Jnd final dtaft)
TASK 2. PRO.'ECT MANAGEMENT
ihls tisk d((osnls lor the ongorng olxrJt|ontl and ce)rdrr€tion adMtra! lhal are rlseflt€l lor tceprrtg I
prolelt on scttldule Jnd wnhrn hudEet lhls tsik rnahrd.5 lEtlyltrer !u(t .s prqlct liarl-up end onBorns
((xlrdrrrrtDn wIh lhe Crty.
i hs td!t [as wrth dll oth€B) shall ba t rlbd on a hm...nd-mal?ri.lr basri. Thc hrdS€t foi thB t&l .rsuEres thrl
mosl lhc hour! ,equr,!d lor €o.drnatlo{r and.onterlntr! cllls tfllll be compl"t.d bt WenQ tlowil, wrth other!
prrtc-rpllrng (rr a n a!- n€eded bisE From tlm€ lo time oahe rs rlll rleed to pa.li€rpatc In calb or martinSl ind
rcietu€ lJre Jt llity to shrft hours b.tw?cfi rtiff ds o€cdrd io b{ icaponifIl to tha pro'r(!- strculd addltrordl
tlme {abo{e th€ bud8et issufted here) b€ nlrdld to proo.rly flcllltat! th. prolect, an .uSment sould be
t equrrtd
Dc$pr:U:a:
,, Weetly coordin.lion with the Cny
i, fonrererke crlls (as neededl
Dr0vcEH6:
,, Fi5.il a:learment tlndlnEs and strslegy recc.llmendatrons memora$cum
TASK 3. ASCAr ANATYSTS (OPnONAL)
Pld(lwork5 wrll pregare a frtcal asrlsment of the hnd uir plan wrth ncx, rayltlons. Io d€llll o! co5ls, rff€
wrll .navr{ lh€ CIy's c!(ent gtamn8 and bid8etrng. Wc w'll ako dsil|ss thr costJ to pro/rde s,vrlr for other
srm ar ![rd otcs, hcludrnB both tho!,. lhel dlreclly proyrda larvl:6 and lhoie that con]rectuallv progide
rervEes. Thc fiecil {sscasm?nt wlll quard4 the lon3.t"rm opltalard op!.atlng costs ,rpr!a"nt!d bV th? burld.
oul lend U3e plin
io dctermlre rgvemres, *e wrll I!ote<t propeny tat ravaft,rs baled on the leyelol rnl/lllmcnl repre3t edby
dcvebpfilenl n1 tha revBed land u!! plan Wa vflll allo prollct gale! tir ta/eoua! baled oh lh€ le}tl of,erdJ
sdle! represpnted bt lhe areas planred fot rel arl dev"lopment (o. irer! that hat! dranSed frorn relell to lome
othcr u!c) Wc rill 6trmrte othc, tarer. fets, char3cs. ntarBrrranrnantil ravlnu€, tnd ftEcplhneos!
revenLrei bJled oa the Do{irlatroo and 1e1/! I of drvcloprflqnt repreE.ntcd ln the ldnd use pldn.
We tr,rll prepdre d frlr.l rfirpact mod€l to analyr! the fiscdl ramlficatloG o{ th? prore(tld revcnua: aod
expendrture5 Eeneraled by thG changE! to lha lafid us! plan th3t may occrrr ai pen ol the analyeii conduLled
ro Tark l. We wrll raconrmcnd ltratGglca to mlnrflnia c0!t! ard to anhanct rewnugs, rnrbd,nB
reaommendel$n! on !€rva! prov6.on, alt!rnalnrc frnandr4. aEd colt recovrlv proBrima.
TASK 4. rOlNT PCICC WORKSHOP TO PRESENT FlltlDlNGS AND RECOMMENOATIONS
(oPTroNAr)
ln lhl] la![, PhLaWor b $rlll prrrrdr! e presantetlon outllnrnS tha try f.ndlnl! and p,qact exdmpl"s devllopcd
fro.fl thc anrvsls of thc Gener.l Pldfl and lohrng an lv!6, th. frsdblck provtded by thr tDf Ffi.us Gtoup [D.
Ure, lntelvpws) conductEd ro Tilk 2, and recornmendettons telited to hoth doarlmenB Thc lntent oF th6
3
267lr0l1858-0001
7610550.2 a04/l2rl8
,.ar : , i' .ii. .
loinl rn €lrot l! to Barn confrrmallon of lll! mlr of us?s Bsum.d ln .ech af.a (lhould i ythrrlg c|la.ltc?), and
.gream.nl on th. typ?9 ol rlfin.nrcnts th.t ihould bc nEd? lo th! Glnlral Plan ard looim Otdh.rur, f.ny,
b.sed llpon rwl*d di.ertloo frorn thc GPAC for tlansmrtbl to th! PlannlrE ComrnBsion and otv Colnol. Th€
dr.(tlon rec.rwd at lhu mccrng nnll ,nform the r€ylglons lhat wi! br madr ln TitI4.
DrfvrnHrfi|:
r Prepar{tion fs, ind a?lrodan(e at ooe lolnl Plarnrog Co.nmrssbn/Cily Cotr.l(rl Wo.bhop (2 3rrffl
Propored Schedule
ll r! estrmatad tliat t}|a yrql prop6.d a3 parrof th. tm als6snanl affql wlll t la app.odmi atv4 io6 ?"els
to compl€te.
Cost Eslimote
@ er-ncEwoRKs
. ,1t : t:.{j
Pnn(lDil
AtsoflJt€ Pfln<rpal
S€rnor Aslocrate/Scnrol S(ren!1t
AeioEiale/Sclentrsr
r, r. Hli F L. R/\tt
s210.5325
t1@ s200
512(}s170
Prore.l Plenne./Protect 5ci€nttrr
Plnnoer/Assi 5t,rnt Sci€ntist
,"1l'r ,'r i' ,, 'ri
- !r '-J 'li'Lr! P rLr!:r'rl
s9s-5115
s85-S100
$6s-s135
SilS-S160
s5s.s8s
5ub(oarr![antr ae bllad rt (on p||r 1(ll
MrlG{E r$mblr*mrrii rite 6 tha nairbd rIS rrorgin{ .rr
Acknowledgment
-'- ,, r | 1,j,,,: ir' it,
,.I
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7610550 2 a04/12/18
GMIIC IOTA
!lo. rsWef$ - 2017 Stondord Fee Schedule
s19+sr25
@ nr-ncEwoRKs
Autho.iratlon .nd lrodm8 to olJr Corpo.ate otfice. A9 Assooet. Priocip.l, l am al,thaircd to hnd PbeworLl
and th{ proic{t teim to the @ntlnls of thlg proposal
W€ bol forward to xrorbng rlth you to brLrg abort lh. gJr:c.rsful corndaUon of fnl3 proi.ct, lf |qi have eny
queltlons ."Eardrng th! cDnbnts ofthE propoial, pL.ta ta"lfrla to contrd thc undrE{ncd.
R.lpectfu lly yrbfl nnrd,
PTACE1 /Onrc
5
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EXHIBIT B
INSURANCE
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7630550 2 a04/12/lE