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HomeMy WebLinkAboutItem No. 08 Amend No. 1 On-Call Svs Agrmnt Area 63 Prod. RV Repair SvsCity Council Agenda Report City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: TMP 21-049 Agenda Date: 3/9/2021 Status: Approval FinalVersion: 1 File Type: Council Consent Calendar In Control: City Council / Successor Agency Agenda Number: 8) Amendment No. 1 for an additional $30,000.00 to the On-Call Services Agreement with Area 63 Productions, LLC for specialty RV repair services, consultations and evaluations Approve and Authorize the City Manager to execute Amendment No. 1 with Area 63 Productions, LLC in an amount not to exceed $30,000.00 in such final form as approved by the City Attorney. Page 1 City of Lake Elsinore Printed on 3/4/2021 REPORT TO CITY COUNCIL To: Honorable Mayor and Members of the City Council From: Jason Simpson, City Manager Prepared by: Jason Simpson, City Manager Date: March 9, 2021 Subject: Amendment No. 1 for an additional $30,000.00 to the On-Call Services Agreement with Area 63 Productions, LLC for specialty RV repair services, consultations and evaluations Recommendation Approve and Authorize the City Manager to execute Amendment No.1 with Area 63 Productions, LLC for an additional $30,000.00 in such final form as approved by the City Attorney. Background On January 28, 2020, an Agreement was executed between the City and Area 63 Productions, LLC for general services including on-call training and specialty RV repair services, transporation, consultations and evauations. Area 63 Productions is a multi-disciplinary firm focused on the repair and customization of RV, vintage Airstream trailers, and yurts. Since 2008, Area 63 has extensive experience in all aspects of Airstream trailers, vintage trailers, and general recreational vehicle (RV) systems. In addition to full rehabilitation and restoration services, Area 63 provides consulting 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. Discussion Area 63 Productions’ unique and focused abilities, as well as expertise, is helping deliver successful attraction amenities for Launch Pointe through a “Vintage T railer Camp” or “Airstream Village” and the yurts and group camping areas. Area 63 Productions Amendment No. 1 March 9, 2021 Page 2 of 2 Fiscal Impact The services for maintenance, repairs, training, and activation of on-site amenities and related consulting will be funded up to $30,000.00 from operating budget funds. Exhibits A – Amendment No. 1 A1- Scope of Work B – Original On-Call Services Agreement AMENDMENT NO. 1 TO AGREEMENT FOR ON-CALL SERVICES BETWEEN AREA 63 PRODUCTIONS AND THE CITY OF LAKE ELSINORE This Amendment No. 1 to Agreement for Professional Services is made and entered into as of March 9, 2021 by and between the City of Lake Elsinore, a municipal corporation (“City), and Area 63 Productions, a California limited liability company (“Consultant”). RECITALS A. The City and Consultant have entered into that certain Agreement for Professional Services dated as of January 28, 2020 (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 Original Agreement provided for compensation to Consultant in an amount of Fifty Thousand Dollars and no cents ($50,000.00). C. The Original Agreement had a term of ending June 30, 2021 with up to 2 additional twelve (12) month renewal terms to be exercised by notice from the City Manager. D. The parties now desire to extend the term and increase the payment for such services 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 2, Term, of the Original Agreement is hereby amended to add the following: By this Amendment No. 1, the City exercises its discretion to extend the Term of this Agreement for twelve months ending June 30, 2022 (“First Renewal Term”). Unless earlier terminated as provided in this Agreement, this Agreement shall continue in full force and effect until June 30, 2022. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed 1 additional twelve (12) month renewal term by giving written notice thereof to Consultant not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. 2. Section 3, Compensation, of the Original Agreement is hereby amended to add the following: Notwithstanding the foregoing, for purposes of Amendment No. 1, compensation to be paid to Consultant through the initial term ending June 30, 2021 shall be increased an additional Thirty Thousand Dollars and no cents ($30,000.00) for total compensation during the initial term not to exceed Eighty Thousand Dollars and no cents ($80,000.00). Annual compensation during the First Renewal Term and any subsequent renewal term, if any, shall not exceed Eighty Thousand Dollars and no cents ($80,000.00) without additional written authorization from the City Council. Notwithstanding any provision of Consultant’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A-1 respectively, 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. 3. Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed on the respective dates set forth below. “CITY” CITY OF LAKE ELSINORE, a municipal corporation “CONSULTANT” Area 63 Productions, LLC City Manager Date: Uwe Salwender, President Date: __ ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Risk Manager a7163623-a0b7-462c-b639-06ceb9b95838 Page 1 ON-CALL SERVICES AGREEMENT BETWEEN AREA 63 PRODUCTIONS AND THE CITY OF LAKE ELSINORE This On-Call Services Agreement (the “Agreement”) is made and entered into as of January 28, 2020, by and between the City of Lake Elsinore, a municipal corporation (“City”) and Area 63 Productions. (“Consultant”). RECITALS A. The City has determined that it requires the following general services: On-Call Training and RV Repair Services. B. The Consultant has submitted to City a Scope of Work, attached hereto as Exhibit A (“Scope of Work”) and incorporated herein, to provide general services to City under the terms of this Agreement. C. The 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 the Consultant to perform the services as provided herein, and the Consultant desires to provide such general services as outlined in this Agreement. AGREEMENT 1. Scope of Services. Consultant shall perform the services described in the Scope of Work (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 general services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the general services contemplated under this Agreement according to the agreed upon performance schedule in Scope of Work (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 Scope of Work (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the City Manager. c. Term. Unless earlier terminated as provided in this Agreement, this Agreement shall continue in full force and effect for a period commencing on January 28, 2020 and ending June 30, 2021. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed 2 additional twelve (12) month renewal terms by giving written notice thereof to Consultant not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 a7163623-a0b7-462c-b639-06ceb9b95838 Page 2 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. In no event shall Consultant’s compensation exceed fifty thousand dollars and No Cents ($50,000.00) per fiscal year without additional written authorization from the City. Notwithstanding any provision of Consultant’s Scope of Work 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. Consultant 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. Consultant’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 Consultant provides services. Consultant’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 Consultant no later than forty-five (45) days after receipt of the monthly invoice by City staff. 5. Reserved. 6. 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. 7. 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 shall have sole determination of the public’s rights to documents under the Public Records Act, and any third-party requests of Contractor shall be immediately referred to City, without any other actions by Contractor. 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 DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 a7163623-a0b7-462c-b639-06ceb9b95838 Page 3 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 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. 8. 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. 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. DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 a7163623-a0b7-462c-b639-06ceb9b95838 Page 4 9. 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. 10. 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. 11. 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).) 12. 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 shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’s field of expertise. 13. 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. DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 a7163623-a0b7-462c-b639-06ceb9b95838 Page 5 14. 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. 15. Indemnity. 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. T he 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 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. 16. 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 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. ii. 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 DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 a7163623-a0b7-462c-b639-06ceb9b95838 Page 6 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. iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance appropriate for Consultant’s profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant’s services under this Agreement, whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best’s rating of no less than A: VII 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. DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 a7163623-a0b7-462c-b639-06ceb9b95838 Page 7 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. 17. 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 Lake Elsinore, CA 92530 If to Consultant: Area 63 Productions, LLC 3112 S. Lytle Creek Road Lytle Creek, CA 92358 18. 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. 19. 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. 20. 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 responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 a7163623-a0b7-462c-b639-06ceb9b95838 Page 8 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. 21. 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. 22. 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. 23. 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. 24. 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. 25. 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. 27. 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. 28. 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 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. DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 a7163623-a0b7-462c-b639-06ceb9b95838 Page 9 29. 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. 30. Prevailing Wages. 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. 31. 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. 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 Attachments: Exhibit A – Consultant’s Scope of Work DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 EXHIBIT A EXHIBIT A CONSULTANT’S SCOPE OF WORK [ATTACHED] DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 EXHIBIT A SCOPE OF WORK 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 RV/Vintage 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 $1,500.00 for up to 10 hours 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. DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 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 (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 have several long-term modernizations underway. 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. 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. 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". In the near term, Area 63 can provide expert evaluations, transportation. repairs, and foremost consultation on Specialty RV/Vintage 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 $1,500.00 for up to 10 hours 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. DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 Hiscox Insurance Company Inc. Policy Number: Named Insured: Endorsement Number: Endorsement Effective: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGL E5421 CW (02/14)Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 ADDITIONAL INSURED – AUTOMATIC STATUS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A.Section II – Who Is An Insured is amended to include as an additional insured any per- son(s) or organization(s) for whom you are performing operations or leasing a premises when you and such person(s) or organiza- tion(s) have agreed in writing in a contract or agreement that such person(s) or organiza- tion(s) be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to lia- bility for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing opera- tions; or 2. In connection with your premises owned by or rented to you. A person's or organization's status as an addi- tional insured under this endorsement ends when your operations or lease agreement for that additional insured are completed. ;0 3423775 => )< Area 63 Productions, LLC 9- <(!")< DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4 BUSINESS LICENSE Th is business li cense is issued for revenue purpo ses on ly and does not g rant authorization to operate a bus iness . Th is busin ess li cense is issued wit hou t verifica ti on that the holder is subject to or exempted from lice nsin g by the state , county, federal government, o r an y other governmental agency. Business Name: AREA 63 PRODUCTIONS , LLC Business Location: 3112 LYTLE CREEK RD LYTLE CREEK, CA 92358-9771 Owner Name(s): UWE SALWENDER AREA 63 PRODUCTIONS , LLC 3112 LYTLE CREEK RD LYTLE CREEK, CA 92358-9771 TO BE POSTED IN A CONSPICUOUS PLACE CITY OF LAKE ELSINORE Administrative Services -Licensing 130 South Main Street, Lake Elsinore , CA 92530 PH (951) 674-3124 BUSINESS LICENSE NO. 024845 Business Type: SERVICE/GENERAL-MISC . Description: CONSUL TING ; AIRSTREAM REPAIRS & RESTORATION Issue Date: 2/1/2020 Expiration Date: 1/31/2021 THIS IS YOUR LICENSE • NOT TRANSFERABLE DocuSign Envelope ID: C91D436F-6F7F-4158-AAE5-F77EFD012AA4