Loading...
HomeMy WebLinkAboutID# 14-547 Approval of 1st Amendment to Professional Services Agreement Prostaff LLCCITY OF' ^ LADELSINOIZE °\ DREAM EXYRLMt: REPORT TO CITY COUNCIL TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: GRANT M. YATES, CITY MANAGER DATE: APRIL 28, 2015 SUBJECT: APPROVE AND AUTHORIZE THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN PROSTAFF LLC AND THE CITY OF LAKE ELSINORE. Recommendation Staff recommends the City Council approve the first amendment to the professional services agreement and authorize the City Manager to execute the first amendment in the ams�unt :o #,.Nan ety:.Fiue.. Thousand - DAllars,, ,grad. -rao< -cents {95,000:00) - :between- P ros #aff =L LO and the City of Lake Elsinore for project consultant services on the Rosetta Canyon Park Phase II Project. Background On March 24, 2015 the City authorized the approval of a professional services agreement with STK Inc. (architectural services) to complete the design and construction documents phase of the Rosetta Canyon Park Phase II project. ProStaff LLC has been working with City Staff to streamline the project timeline and to identify cost saving opportunities from the project inception. In fact, ProStaff LLC has negotiated over $230,000 in savings from professional services needed during the preliminary design phase of the project. Discussion ProStaff is a municipal consulting firm serving public agencies solely in the State of California and ProStaff will be working closely with City staff through all project phases with an emphases on the upfront contractual negotiation. ProStaff will bring to the project extensive Capital Improvement Project experience that exceeds city staff capacity. This experience extends the range of complete spectrum of circulation, infrastructure and public facility projects for municipalities. A major consideration and effort will be placed on the cost estimating and cost containment of the project during the design and construction phases. ProStaff LLC Professional Services Agreement April 28, 2015 Page 2 Additionally, just as ProStaff has already utilized local City of Lake Elsinore professional services at impressive savings to the project, they will continue to seek material and services from local businesses for many other project requirements. ProStaff will analyze cost saving opportunities for the City such as building the project as an owner builder with consideration for the utilization of construction management services and other specific areas of expertise from local City of Lake Elsinore talent. It is estimated that this approach potentially may reduce project costs by as much as 20 %. Ongoing operational and maintenance cost are a major consideration when building such a project. ProStaff will seek opportunities to utilize alternative energy sources such as solar energy, which has multiple direct benefits including reduced electrical power costs and when incorporated into the design concept may provide shaded parking areas and building structure cooling options which will help to reduce heat generation. FISCAL IMPACT The professional services of $95,000 has been budgeted in the Rosetta Canyon Park project for project management services and available in the FY 14/15 CIP administration budget. Prepared by: Jason Simpson Director of Administrative Services Approved by: Grant M. Yates City Manager Attachments: Professional Services Agreement dated March 31, 2015, (PDF) First Amendment to Professional Services Agreement AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF LAKE ELSINORE AND PROSTAFFLLC ROSSETTA CANYON SPORTS FIELD AMENDMENT NO. 1 is made and entered into as of April 28, 2015 by and between the City of Lake Elsinore, a municipal corporation ( "City ") and ProStaff LLC. ( "Consultant'). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: A. On March 31, 2015, the City and Consultant entered into that certain agreement entitled "Agreement for Professional Services" (the "Original Agreement'). 2. Section 3. Compensation of the Agreement is hereby amended to read as follows: The compensation to the agreement shall be increased by Ninety -five Thousand Dollars and No Cents ($95,000). The total compensation will equal One Hundred Twenty - five Thousand, and No Cents ($125,000). IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. "CITY" "CONSULTANT' �„ . „� ,�- .. w,, ,. . _ -.- _n�. ,., .,, ,,, . _ -� ,. CITY OF LAKE ELSINORE, a municipal ProStaff LLC corporation Grant Yates, City Manager Gus Papagolos, Owner ATTEST: City Clerk APPROVED AS TO FORM: City Attorney EXHIBIT A CONSULTANT'S PROPOSAL Pre Design Preparation of Site Survey and plotting existing Utilities, consisting of an Aerial and supplemental field topographic survey at 1 inch = 20 foot scale and 1- foot contour intervals, field survey consisting of obtaining existing elevations of field area as a grid to verify aerial survey elevations and picking up field elevations of existing curbs and sidewalks on Ardenwood Way for the proposed driveways, obtaining horizontal and vertical location of existing surface features, and obtaining horizontal and vertical location of tie -in points to existing improvements. Mapping shall meet National Map Accuracy Standards. Plotting of existing site utilities based on City provided record drawings to identify and locate existing water and sewer lines, power, and communication facilities. Task 101: Design Development Preliminary Civil Engineering Services for On -site Grading and Drainage, we will conduct an analysis of site grading, so that the perimeter conditions for all site access points, site drainage, and water quality management create a seamless transition. Analysis to include parking and circulation, utilities and maintenance. We will prepare preliminary grading and drainage plan for proposed athletic fields, concession /restroom /cell tower, parking area garden site, Dog Park and associated facilities. This will include athletic field grades, building pad elevations, design of access, grades on flatwork, surface drainage layout, and preliminary support calculations. Earthwork calculations will be based on preliminary grades. Preliminary Utility Design, we will prepare preliminary site piping for fire service, domestic water, and irrigation systems. Domestic services will be designated between the public water system and the point of connection at concession /restroom building face. Irrigation service from the reclaimed water source or existing service will be confirmed by landscape design. Meter size for both domestic and irrigation shall be provided by mechanical and landscape architect. Grading and Construction Cost Estimate, we will provide construction cost estimate based on preliminary grading, drainage, utility plans, and the proposed water quality requirements. Coordination and Meeting, we will attend meetings with utility service providers and architect, and coordinate design activities throughout design development phase with architect and City. AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF LAKE ELSINORE AND PROSTAFF LLC ROSSETTA CANYON SPORTS FIELD This Agreement for Professional Services (the "Agreement ") is made and entered into as of March 31, 2015, by and between the City of Lake Elsinore, a municipal corporation ( "City ") and ProStaff LLC. ( "Consultant "). RECITALS A. The City has determined that it requires the following professional services: Rosetta Canyon Park sport fields design concept with parking and concession area. B. Consultant has submitted to City a proposal, attached hereto as Exhibit A ( "Consultant's Proposal ") and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement. 1 C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein. D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement. AGREEMENT Consultant's Proposal (Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant's Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. 2. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant's Proposal (Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Consultant's Proposal (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the City Manager. ProSoff Professional Services Agmt 2015.docx Page 1 c. Term. The term of this Agreement shall commence upon execution of this Agreement and shall continue until the services and related work are completed in accordance project completion and the Consultant's Proposal (Exhibit A). 3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Scope of Work (Exhibit A), which is attached hereto and incorporated herein by reference. Consultant's initial compensation is Thirty Thousand Dollars and no Cents ($30,000.00) ($95 per hour and not to exceed 25 hours per week without City approval). Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor's bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services. Contractor's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty -five (45) days after receipt of the monthly Invoice by City staff. Suspension or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of such notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "Method of Payment" herein. 6. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request. City acknowledges that any use of such materials in a manner beyond the intended purpose as set forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and hold harmless Consultant, its officers, officials, agents, employees and volunteers from any claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including Page 2 any and all costs and expenses in connection therein), arising out of the City's use of such materials in a manner beyond the intended purpose as set forth herein. a. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "), Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. b. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insig iq, photogiaphsw relator t i�e rendered; or any `rpub'licity pertaining to the Consultant's services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. Consultant's Books and Records. a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. Page 3 d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above -named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor -in- interest. 8. Independent Contractor. It is understood that Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. 9. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and /or employee contributions for PERS benefits. 10. Interests of Consultant. Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant: a. will conduct research and arrive at conclusions with respect to his /her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b, possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).) 11. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and Page 4 shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise. 12. Compliance with Laws. Consultant shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations, 13. Licenses. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession, Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license. 14. Indemnitv. Consultant shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by Cityrofirisu�arlce dettificates and -endotssrneilts requtreF tlder thi"groembnt does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 15. Insurance Requirements. a. Insurance. Consultant, at Consultant's own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City's Risk Manager, the following insurance policies. I. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his /her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker's Page 5 Compensation Insurance and Employer's Liability Insurance for his /her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. H. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non -owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ( "any auto "). No endorsement may be attached limiting the coverage. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than AMI and shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work or operations. ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self- insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. V, Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. Page 6 vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. C. Deductibles and Self- Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of such deductibles or self- insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 16. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to: City of Lake Elsinore Attn: City Clerk 130 South Main Street .,, If to Consultant: ProStaff LLC Attn: Gus Papagolos 37635 Via Majorca Murrieta , CA 92562 17. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement. 18. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney, 19. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully Page 7 responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 20, Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 21. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 22. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 23. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. 24. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 26. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 26. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non - monetary changes in the scope of services; and /or (d) suspend or terminate the Agreement. 27. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement, For breach or violation of this warranty, City shall have the right to rescind this Agreement without Page 8 liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 28. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, 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. 29. Prevailing Wanes. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ('Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non - payment of prevailing wages under California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 30. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Page 9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. "CITY" CITY OF LAKE ELSINORE, a municipal corporation Grant Y , City Manager T ATTEST: City Clerk APPROVED AS TO FORM: City Attorney "CONSULTANT" ProStaff LLC Gus Papagolos, Project Consultant Attachments: Exhibit A —Consultant's Initial Proposal Page 10 EXHIBIT A CONSULTANT'S PROPOSAL Design Development; evaluate professional services during the design phase and assess and negotiate professional service agreements i.e., civil engineering, geotechnical services, structural engineering, plumbing /mechanical /electrical engineering, Evaluate and Negotiate Construction Cost During Procurement & Selection Process; develop requests for proposal for all contract construction trades and administrate the scope of work as directed by the City Staff. Negotiate construction bids and seek local contractor talent, construction material suppliers in support of the project. Design Management and Project Controls; establish and coordinate with City staff timelines, construction schedules for all construction phases through project competition. Track and explain project expenses in relationship to budget targets. Seek process efficiencies and complete project transparency between all City departments. Coordination and Meeting; we will attend meetings with utility service providers and architect, and coordinate design activities throughout design development phase with architect and City. Coordinate construction management of all phases of the project through completion. Operational Cost Development; develop operational cost schedules for post construction project operations to include operational cost reduction implementation of alternative energy sources, electronic security, and irrigation conservation. xDevelop Revenue Opportunity Plan; develop facility concession plan of operation and revenue projection based on various operational concepts, Develop sport world marketing plan for maximum facility exposure, utilization, with programed maintenance schedule considerations. Focused interest on site and destination competitive tournament play for weekend and special sporting events. Fee: $30,000 ($95 per hour and not to exceed 25 hours per week without City approval)