HomeMy WebLinkAboutItem No. 10 Amend. No. 2 Area 63 ProductionsText File
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 17-826
Agenda Date: 9/25/2018 Status: Consent AgendaVersion: 1
File Type: AgreementIn Control: City Council / Successor Agency
Agenda Number: 10)
Page 1 City of Lake Elsinore Printed on 9/20/2018
REPORT TO CITY COUNCIL
To:Honorable Mayor and Members of the City Council
From:Grant Yates, City Manager
Prepared by:Jason Simpson, Assistant City Manager
Date:September 25,2018
Subject:Amendment No. 2 to Agreement for Consulting Services with Area 63
Productions
Recommendation
Approve and authorize the City Manager to execute Amendment No. 2 in an amount not to exceed
$30,000 and in such final form as approved by the City Attorney.
Background
Area 63 Productions is a multi-disciplinary firm focused on serving the needs of clients in the
customization and repair of Airstream trailers. Area 63 Productions started with and for friends,
and then it became a runaway in 2008 (full-time in 2009) when the vintage trailer boom and small
space craze really hit America. At that time, Area 63 already had extensive experience in all
Aspects of Airstream trailers, vintage trailers and general recreational vehicle (RV) systems. Area
63 was also one of the first to install big, power solar on Airstream products.Area 63 has
completed many complete restorations, and still has several long-term modernizations underway.
In addition to full rehabilitation and restoration services, Area 63 provides consulting to evaluate
and informally assess the condition, determine upgrades needed, or appraise the value of vintage
trailers. Insurance companies and prospective buyers use Area 63 Productions services for pre-
purchase decisions, for road safety, and for habitation safety and cleanliness. Area 63
Productions also consults on commercial projects, and has conducted start-up tours for outdoor
events companies that needed instruction on how to drive with a trailer and handle a promotional
tour with an Airstream. Area 63 has also conducted annual restoration seminars in Albuquerque
for the past nine years,which are 3-day hands-on training events that teach owners skills to repair
and restore their own trailers.
Discussion
Based upon the RV Rehabilitation project currently undertaking, their unique and focused abilities
as well as expertise will is helping deliver successful attraction amenities for the site through a
planned “Vintage Trailer Camp” or “Airstream Village”including the yurts and group camping
areas. This amendment will continue the focus on Airstream trailers which has also included
Amendment No. 2 – Area 63 Productions
September 25, 2018
Page 2
important input regarding the yurts, group camping, the bait and tackle shop for aesthetics with
high impact concepts and suggested deliverables with practical application.
Fiscal Impact
The consulting services and this amendment are funded with the RV Campground Project (CIP
PROJECT #Z40007) is included in the Fiscal Year 18/19 Capital Improvement Plan (CIP) budget.
Exhibits
A Amendment No. 2
B Amendment No. 1
C Original Agreement
AMENDMENT NO. 2 TO AGREEMENT
BETWEEN THE CITY OF LAKE ELSINORE AND
AREA 63 PRODUCTIONS
This AMENDMENT NO. 2 is made and entered into as of September 25, 2018 by
and between the City of Lake Elsinore, a municipal corporation (‘‘City") and Area 63
Productions ("Consultant").
RECITALS
A.The City and Consultant have entered into that certain Agreement for
Professional Services dated March 10, 2017 (the "Original Agreement"). Except as
otherwise defined herein, all capitalized terms used herein shall have the meanings set
forth for such terms in the Original Agreement.
B.City and Consultant entered into Amendment No. 1 dated July 11, 2017
which Amendment and the Original Agreement are collectively referred to herein as the
“Agreement”.
C.City and Consultant now desire to amend the Agreement as set forth in this
Amendment No. 2.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein, City and Consultant agree as follows:
1. Section 3, Compensation, is hereby amended in its entirety to read as follows:
Compensation to be paid to Consultant shall be in accordance with the fees set
forth in Consultants' Proposal (Exhibit A to the Original Agreement). ln no event shall
Consultant's total compensation exceed Ninety Thousand Dollars and no cents
($90,000.00) without additional written authorization from the City. Notwithstanding any
provision of Consultant's Proposal to the contrary, out of pocket expenses and
reimbursables approved by the City 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.
2.Except for the changes specifically set forth herein, all other terms and
conditions of the Agreement shall remain in full force and effect.
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 Yates, City Manager
“CONSULTANT”
AREA 63 PRODUCTIONS
Uwe Salwender, President
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
AMENDMENT NO. 1 TO AGREEMENT
BETWEEN THE CITY OF LAKE ELSINORE AND
AREA 63 PRODUCTIONS
AMENDMENT NO. 1 is made and entered into as of July 11. 2017 by and
between the City of Lake Elsinore, a municipal corporation (`City") and Area 63
Productions ("Consultant").
RECITALS
A. The City and Consultant have entered into that certain Agreement for
Professional Services dated March 10, 2017 (the "Original Agreement"). Except as
otherwise defined herein, all capitalized terms used herein shall have the meanings set
forth for such terms in the Original Agreement.
B. The City and Consultant now desire to amend the Original Agreement as
set forth in this Amendment No. 1.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein, City and Consultant agree as follows:
1. Section 3, Compensation, is hereby amended in its entirety to read as follows:
Compensation to be paid to Consultant shall be in accordance with the fees set
forth in Consultants' Proposal (Exhibit A to the Original Agreement). In no event shall
Consultant's total compensation exceed Sixty Thousand Dollars and no cents
($60,000.00) without additional written authorization from the City. 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.
2. Except for the changes specifically set forth herein, all other terms and
conditions of the Agreement shall remain in full force and effect.
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
ant Y City Manager
[ilal6��2
AREA 63 PRODUCTIONS
h
I-
U alwender, President
ATTEST:
City Cldrk
APPF3CIVE❑ AS TO FORM:
A&
Attorney
EXHIBIT A
CONSULTANT'S PROPOSAL
Based upon the RV Resort and Boat Launch Rehabilitation project the City of Lake Elsinore
is currently undertaking, my unique and focused abilities and expertise will help deliver a
successful attraction for the site through a planned "Vintage Trailer Camp" or "Airstream
Village" and related campground amenities. In the near term, Area 63 can provide
evaluations, transportation, repairs, and foremost consultation on Specialty RVNintage RVI
Airstream Trailer topics.
For the future, we can offer specialty repairs services on vintage items, which typically
cannot be expected or performed from a traditional RV repair technician. At the same time,
we are happy to consult with your local technicians on issues where they might not be
familiar.
■ Our standard hourly labor rate is $ 125.00
• Consultation is $150.00 per hour, drive/travel time billed at half rate
• Daily rate is $1,504.00 for up to 10 hrs and includes local travel time
• Out of area travel (over 75 miles from Lake Elsinore) is billed 1:1 for
expenses, and at half rate for travel time (with a daily maximum of 8 hours)
• Pick up/delivery of trailers are billed at $ 1.50 per mile, roundtrip.
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF LAKE ELSINORE AND
UWE SALWENDER DBA AREA 63 PRODUCTIONS
VINTAGE TRAILER PURCHASE AND CAMPGROUND CONSULTING
RV RESORT REHABILITATION PROJECT
This Agreement for Professional Services (the "Agreement") is made and entered into as
of March 10,2017, by and between the City of Lake Elsinore, a municipal corporation ("City") and
Uwe Salwender dba Area 63 Productions ("Consultant").
RECITALS
A. The City has determined that it requires the following professional services: RV
Resort Rehabilitation Project Consulting Services.
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.
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
1. Scooe of Services. Consultant shall perform the services described in
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.
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
with the Consultant's Proposal (Exhibit A).
3. Compensation. Compensation to be paid to Consultant shall be in accordance
with the fees set forth in Consultants' Proposal (Exhibit A), which is attached hereto and
incorporated herein by reference. ln no event shall Consultant's compensation exceed
Thirty Thousand dollars and no cents ($30,000.00) without additional written authorization from
the City. 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 Pavment. 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 p@ect 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..
5. 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
( l 0) days prior written notice. Upon receipt of such notice, the Consultant shall immediately cease
all work under this Agreement, unless the notice provides otheMise. lf 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. ln 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 any and all costs and
Page 2
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. Licensinq of lntellectual Propertv. 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. Confidentialitv. 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 otheruise 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 insignia, photographs relating to project for which Consultant's services are
rendered, or any publicity 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.
7. 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. lndependent Contractor. lt 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 Eliqibilitv lndemnification. ln 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. lnterests 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 underthis Agreement.
Consultant is not a designated employee within the meaning of the Political Reform Act
because Consultant:
a. will conduct research and anive 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(aX2).)
11. Professional Abilitv 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 shall meet the
Page 4
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. lndemnitv. 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. lt 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 City of insurance
certificates and endorsements required under this Agreement 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. lnsuranceRequirements.
a. lnsurance. 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 Coveraqe. Consultant shall maintain
Workers' Compensation lnsurance and Employer's Liability lnsurance for hisiher
employees in accordance with the laws of the State of California. ln addition, Consultant
shall require each subcontractor to similarly maintain Workers' Compensation lnsurance
and Employer's Liability lnsurance 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. ln the event that Consultant is exempt from Worker's Compensation
lnsurance and Employer's Liability lnsurance for his/her employees in accordance with
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the laws of the State of California, Consultant shall submit to the City a Certificate of
Exemption from Workers Compensation lnsurance in a form approved by the City
Attorney.
ii. General Liabilitv Coveraoe. 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. lf 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
lnsurance Services Office Commercial General Liability occurrence form CG 0001 (ed.
11/88) or lnsurance Services ffice form number GL 0002 (ed. 1/73) covering
comprehensive General Liability and lnsurance Services Office form number GL 0404
covering Broad Form Comprehensive General Liability. No endorsement may be attached
limiting the coverage.
iii. Automobile Liabilitv Coveraqe. 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 lnsurance Services Office
Automobile Liability form CA 0001 (ed. 12190) 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 A:Vll 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 affec't coverage provided to the City, its elected or appointed officers, officials,
employees, agents or volunteers.
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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-lnsured 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 lnsurance. 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.
lf 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
Lake Elsinore, CA 92530
lf to Consultant: Area 63 Productions, LLC
31 12 S. Lytle Creek Road
Lytle Creek, CA 92358
17. Entire Aqreement. 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. Assionment and Subcontractinq. 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. lf City consents to such subcontract, Consultant shall be fully responsible to City for
Page 7
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 othenarise 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 . Severabilitv. lf any term or portion of this Agreement is held to be invalid, illegal,
or otheMise unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
22. Controllino 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. Litiqation Expenses and Attornevs' Fees. lf 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. lf 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. lf the dispute remains unresolved after mediation,
either party may commence litigation.
25. 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. ln approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
26. Authoritv to Enter Aqreement. 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 lnterests. 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 liability. For the term
Page 8
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 Opportunitv Emolovment. 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. Prevailino Waqes. 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). lt 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. ln approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
Page I
lN WTNESS WHEREOF, the parties have caused this Agreement to be executed
on the date first written above.
.CITY"
CITY OF LAKE ELSINORE, a municipal
corporation
.CONSULTANT"
Area 63 Productions
Uwe Salwender, President
Attachments: Exhibit A - Consultant's lnitial Proposal
Page 1 0
ATTEST:
EXHIBIT A
CONSULTANT'S PROPOSAL
Based upon the RV Resort and Boat Launch Rehabilitation project the City of Lake Elsinore
is currently undertaking, my unique and focused abilities and expertise will help deliver a
successful attraction for the site through a planned "Vintage Trailer Camp" or "Airstream
Village" and related campground amenities. ln the near term, Area 63 can provide
evaluations, transportation, repairs, and foremost consultation on Specialty RVA/|ntage RV/
Airstream Trailer topics.
For the future, we can offer specialty repairs services on vintage items, which typically
cannot be expected or performed from a traditional RV repair technician. At the same time,
we are happy to consult with your local technicians on issues where they might not be
familiar.
. Our standard hourly labor rate is $ 125.00
. Consultation is $150.00 per hour, drive/travel time billed at half rate
. Daily rate is $ t ,500.00 for up to 10 hrs and includes local travel time
. Out of area travel (over 75 miles from Lake Elsinore) is billed 1:1 for
expenses, and at half rate for travel time (with a daily maximum of 8 hours)
o Pick upidelivery of trailers are billed at $ 1 .50 per mile, roundtrip.
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Area 63 Productions (Area 63) was founded in 2002, first as a hobby and to repair Airstream
trailers with and for my friends, then it became a runaway in 2008 (fulltime in 2009) when the
vintage trailer boom and small space craze really hit America. At that time, Area 63 already had
extensive experience in all Aspects of Airstream trailers, vintage trailers and general recreational
vehicle (RV) systems.
Area 63 was also one of the first to install big, power solar on Airstream products. Area 63 has
completed many complete restorations, and still have several long{erm modernizations
undenray. My clients come from all walks-of-life, hobbyists, traveling artists, weekend warriors,
and the well-to-do that can easily afford $100,000+ restoration.
ln addition to full rehabilitation and restoration services, Area 63 provides consulting to evaluate
and informally assess the condition, determine upgrades needed, or appraise the value of vintage
trailers. On many occasions, insurance companies and prospective buyers have used our
services for pre-purchase decisions, for road safety, and for habitation safety and cleanliness. We
have consulted on commercial projects, and have done start-up tours for outdoor events
companies that needed instruction on how to drive with a trailer and handle a promotional tour
with an Airstream. Area63 has also consulted on individual restorations by hobbyists and
conducted annual restoration seminars in Albuquerque for the past nine years, which is a 3-day
hands-on training events that teach owners skills to repair and restore their own trailers.
Based upon the La Laguna RV Resort and Boat Launch Rehabilitation project the City of Lake
Elsinore is currently undertaking, my unique and focused abilities and expertise will help deliver
a successful attraction for the site through a planned "Vintage Trailer Camp" or "Airstream
Village". ln the near term, Area 63 can provide expert evaluations, transportation, repairs, and
foremost consultation on Specialty RVA/intage RV/ Airstream Trailer topics.
For the future, we can offer specialty repairs services on vintage items, which typically cannot be
expected or performed from a traditional RV repair technician. At the same time, we are happy
to consult with your local technicians on issues where they might not be familiar.
. Our standard hourly labor rate is $ 125.00r Consultation is $150.00 per hour, drive/travel time billed at half rate. Daily rate is $1,500.00 for up to 10 hrs and includes local travel time. Out of area travel (over 75 miles from Lake Elsinore) is billed 1:1 for expenses, and at half
rate for travel time (with a daily maximum of 8 hours). Pick up/delivery of trailers are billed at $ 1.50 per mile, roundtrip.
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