Response from City of Wildomar - City Manager

Diamond W Events will provide community service project services and park maintenance to the City at a combined rate of $7,300 per month as compared to Riverside County's estimated cost for services of $10,858. CTAI Pacific Greenscape Landscape Service was the lowest responsible vendor. for landscape services at the parks for a combined rate of $3,800 per month as compared to Riverside County's estimated cost for services of $4,260/month and Excel's $4,559/month. AA Janitorial Services will provide such services at Marna O'Brien Park for $570. per month as compared to Andrews & Sons submittal of $575 per month.

Conformence to applicable requirements. €. City's Representative .................................... D. Contractor's representative .................................... 1'. Coordination of Services.................................... 1 Standard of Care: Performance of Employees ................................... G. Lew and Regulations.................................... 11 Sniely .................................... 1 . . . . 4 . Prevaring Wages .... Assignment or Transfer....... 5 K Accounting Records, ....................................

Landscape pest management including gophers

Trimming/prinning of shrubs (train for establishment)

KESPONSIBILITIES OF CONTRACTOR ______ 2 ____ 2 SECTION 7. Control and Payment of Subordinates, Independent Contractor.................................... N ... Schedule of Services ....................................

Removal of litter and debris from planers and parking lot

Tree maintenance (trees under 12')

Chemical weed prevention and treatment program

Weekly arrigation systems check and inspection

compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be company to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising there from. Contractor shall delend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. J. Safety Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precantions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures. (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection landers, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and Contract of all safety measures. J Prevailing Wages. Contracter 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 1600, ct seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "Public Works" and "Maintenance" projects. If the Services are being performed as part of an applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diena wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Concretor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or hability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. K .. Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. L Accounting Records Maintenance and Inspection. Contractor shall maintain complete and (1) accurate records with respect to all costs and expenses incurred under this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work. data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. Copies of such documents or records shall be provided directly to the City (2) for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Agreement. Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor's business. City may, by written request, require that custody of such documents or records be given to the requesting party and that such documents and records be maintained by the requesting party. Access to such documents and records shall be granted to City, as well as to its specessors-in-interest and authorized representatives. Ownership of Documents. All original maps, models, designs, drawings, M. photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing any services pursuant to the Agreement shall become the sole property of City and may be used, reused or otherwise disposed of the City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents M Equal Opportunity Employment. Contractor 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, apprading, demotion, transfer, recruitment or recruitment advertising, layoff Unauthorized Aliens. Contractor hereby promises and agrees to comply with all Q. of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. SECTION 8. INDEMNIFICATION Indemnification. Contractor shall defend, indemnify and hold the City, its Α. officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be readered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity become provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents or volunteers.

General Indemnification. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others are required here, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder This obligation to indemnify and defend City as set forth here is binding on the successors, assigns or beirs of Contractor and shall survive the termination of this Agreement or this section. SECTION 9. INSURANCE Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicable to a given loss, will be available to the City. Contractor shall provide the following types and amounts of insurance: A Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross hability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. B. Business Auto Coverage on ISO Business Auto Coverage form CA 00 G1 including symbol I (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person. C. Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. D. Excess or Umbrella Liability Insurance (Over Primary) it used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverage's. Any such coverage provided under an umbrella linbility policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf" hasis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Contractor, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Best rating of A or better and a minimum financial size VII. E General conditions pertaining to provision of insurance coverage by Contractor, Contractor and City agree to the following with respect to insurance provided by Contractor: (1) Contractor agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insured's City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contractor also agrees to require all contractors, and subcontractors to do so likewise. No hability insurance coverage provided to comply with this Agreement (2) shall prohibit Contractor, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontinctors to do likewise All insurance coverage and limits provided by Contractor and available or (3) applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. None of the coverage's required berein will be in compliance with these (4) requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved in writing No liability policy shall contain any provision or definition that would (5) serve to eliminate so called "third party action over" claims, including any exclusion for hodily injury to an employee of the insured or any contractor or subcontractor. All coverage types and limits required are subject to approval, (6) modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. climination of contracted hability or reduction of discovery period) that may affect City's protection without City's prior written consent Proof of compliance with these insurance requirements, consisting of (7) certificates of insurance evidencing all of the coverage's required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. Certificate(s) are to reflect that the insurer will provide 30 days notice to (8) City of any cancellation of coverage. Contractor agrees to require its insurer to modify such confined to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. (9) It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to City. (10) Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. (11) Contractor agrees not to self-insure or to use any self-insured retention's or deductibles on any portion of the insurance required herein except as disclosed to and approved by the City and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer of other entity or person in any way involved in the performance of work on the project contemplated by this Agreement to self-insure its obligations to City. City expressly approves maintenance by the Contractor of a $100,000 deductible on its current Professional Liability insurance pobey (12) The City reserves the right at any time during the term of the contract in change the amounts and types of insurance required by giving the Contractor nmety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased henefit to City. (13) For purposes of applying insurance coverage only, this Agreement will be deemed to have been excepted immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. (14) Contractor neknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in ac- way imposes any additional obligations on City nor does it waive any rights hereunder in this er any other regard. (15) Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect (16) Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as (17) The provisions of any workers' compensation or similar act will not limit the obligations of Contractor under this Agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. Requirements of specific coverage features or limits contained in this (18) section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. These insurance requirements are intended to be separate and distinct from (19) any other provision in this Agreement and are intended by the parties here to be interpreted as such: The requirements in this Section supersede all office sections and (20) provisions of this Agreement, except Exhibit "D" "Modifications to Contract Documents", to the extent that any other section or provision conflicts with or impairs the provisions of this Section. (21) Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. (22) Contractor agrees to provide immediate notice to City of any claim or loss. against Contractor acising out of the work performed under this Agreement. City assumes no obligation or hability by such notice, but has the right (but not the daity) to monitor the handling of any such claim or claims if they are likely to involve City. SECTION 10. BONDS Performance Bond. If specifically requested by City in Exhibit "D", Α. "Modifications to Contract Documents", attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concarrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City. Payment Bond. If required by law or otherwise specifically requested by City in В. Exhibit "D", "Modifications to Contract Documents", attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement is Payment Bond in the amount of the total, nat-lo-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, so payment will be made to Contractor until it has been received and approved by the City. C. Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surely he found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause. Surrey Qualifications. Only bonds executed by an admitted surety insurer, as D. defined in Code of Civil Procedure Section 995,120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best's rating no less than A.VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City SECTION 11. TERMINATION OF AGREEMENT. Α. Grounds for Termination. City may, by written notice to Contractor, terminate with or without cause the whole or any part of this Agreement at any time and by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services, which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. Effect of Termination. If this Agreement is terminated as provided herein, City В may require Contractor to provide all finished or unfinished documents and data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fitteen (15) days of the request. C. Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. In the event that Contractor is in default under the terms of this D. Default. Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default and may terminate this Agreement immediately by written notice to the Contractor. SECTION 12. EXCUSABLE DELAYS Contractor shall not be hable for damages, including liquidated damages, if any, caused by delay in performance of failure to perform due to causes beyond the control of Contractor Such causes include, but are not limited t, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 13. COOPERATION: FURTHER ACTS All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Exhibit "A" "Scope of Services", shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. The Parties shall fully cooperate with one another, and shall take any additional acis or sign any additional ductiments as may be necessary, appropriate or convenient to attain the purposes of the Agreement. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS SECTION 14. City reserves right to employ other contractors in connection with this Project. SECTION 15. CONSTRUCTION; REFERENCES; CAPTIONS Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor anchide all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit augment, or describe the scope, content, or intent of this Agreement. SECTION 16. NO THIRD PARTY BENEFICIARIES. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. SECTION 17. PROHIBITED INTERESTS Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement Further, Contractor 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 Contractor, 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 there from. SECTION 18. DELIVERY OF NOTICES All notices required or permitted to be given under this Agreement shall be in writing and shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CITY: City of Wildomar Attention. Frank Oviedo, City Manager 23873 Chnton Keith Rd., Sone 201 Wildomar, CA 92595 Phone: 951.677 7751 Fax: 951.698.1463 CONSULTANT: Diamond W Events Paula Willette 21285 Shoomaker Dr. Wildomar, CA 92595 Phone: 951.678.5434 Phone: 951.323.3103 Fax: 888.859.9296 Such notice shall be deemed made when personally delivered or when mailed, forly-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and address to the part at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. SECTION 19. AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations beconder SECTION 20. BINDING EFFECT This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. SECTION 21. MODIFICATION OF AGREEMENT Except as modified in Exhibit "D" "Modifications to Contract", no amendment to or modification of this Agreement shall be valid unless made in writing and approved by the City and the Contractor. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. SECTION 22. WAIVER Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party or any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a warver of any subsequent breach or violation of any prevision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. SECTION 23. GOVERNING LAW This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Riverside. In the event of hugarion in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Los Angeles. SECTION 24. ATTORNEYS FEES, COSTS AND EXPENSES In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. SECTION 25. LABOR CERTIFICATION By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services SECTION 26. SUBCONTRACTING Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City Subcontracts, if any, shall contain a prevision making them subject to all provisions stipulated in this Agreement. 1.4 SECTION 27. COUNTERPARTS This Agreement may be signed in counterparts, each of which shall constitute an original. SECTION 28. ENTIRE AGREEMENT This Agreement, including the attached Exhibits "A" through "D", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which is not embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and binding unless in writing thily executed by the parties or their authorized representatives. 1.5 SECTION 29. SEVERABILITY If a term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day and year first above written. CITY OF WILDOMAR CONTRACTOR: By_______Frank Overdo, City Manager - By:______(Authorized Officer) Title APPROVED AS TO FORM: ....................................... 11111111 Print Name Julie Hayward Biggs, City Attorney The second second Phone By: (Authorized Officer) Taste Print Name --------------------------------------

Performance Bond ...... 1 TABLE OF CONTENTS (continued) Page TERMINATION OF AGREEMENT.................................. SECTION 11. Grounds for Termination .................................... A. B. Effect of Termination 111 C. Additional Services . . . . . . . . . . . . . . . . . . . Default 12 D. EXCUSABLE DELAYS .................................... SECTION 12. SECTION 13. COOPERATION; FURTHER ACTS. . . . . . . . . . . . . . . . . . . . . CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS .................................... SECTION 14 SECTION 15 . . . . . . . . . . . . . . . . . . . . CONSTRUCTION, REFERENCES: CAPITORS..... SECTION 16. NO THIRD PARTY BENEFICIARIES .................................... PRODUBLIED INTERESTS................................. SECTION 17. DELIVERY OF NOTICES.................................... SECTION 18. SECTION 19. AUTHORITY TO EXECUTE .................................... SECTION 20. BINDING LEFECT ____________________________________ MODIFICATION OF AGREEMENT SECTION 21. . . . . . . . . . . . . . . . . . . . . SECTION 22. WAIVER 1 11 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 . . . . . . . . . . . . . . . . . . . . SECTION 23. GOVERNING LAW ... ATTORNEYS FEES, COSTS AND EXPENSES SECTION 24 ....................................... LABOR CERTIFICATION 14 SECTION 25 SECTION 26 $UBCONTRACTING.................................... SECTION 27 COUNTERPARTS...... ....................................... ENTIRE AGREEMENT. 15 SECTION 28. SEVERABILITY................................... SECTION 20. EXHIBIT "A" SCOPE OF SERVICES. EXHIBIT "B" SCHEDULE OF SERVICES. EXHIBIT "C" COMPENSATION EXHIBIT "D" CONTRACT MODIFICATIONS -2:- Attachment 2

Based on the above facts and analysis, it does not appear that any of the members of the City Council has a financial interest in the church. As such, each may participate and vote on the church's application. Notwithstanding the prior, if there are facts that exist which do qualify as a financial interest in the church, please advise the City Attorney immediately as it may alter the analysis and conclusion of the memorandum. We would again caution that we represent the City and not the interests of the individual City Councilmembers. As such, the Councilmembers should be encouraged to contact private legal counsel if any questions remain. Additionally, the City may direct this office to contact the Fair Political Practices Commission ("FPPC") to request an official Advice Letter on the subject. Only such a letter from the FPPC may be relied on by a public official in the event legal challenge occurs. Please do not hesitate to contact our office if you need further guidance in this regard. Respectfully submitted, JULIE HAYWARD BIGGS Burke, Williams & Sorensen, LLP 13 26 Ops.Cal.Atty.Gen. 5 (1955). EXHIBIT "C" COPY CITY OF WILDOMAR - COUNCIL Agenda Item #3.4 GENERAL BUSINESS Meeting Date: October 14, 2009 TO: Honorable Mayor and Members of the City Council FROM: Frank Oviedo, City Manager SUBJECT: Alternative City Hall Hours of Operation STAFF REPORT RECOMMENDATION: Staff recommends that the Council authorize the City Manager to change the hours of operation at City Hall to four days a week with an opening time of 7:30 AM and a closing time of 6,00 PM and return to Council in six months with a report evaluating whether the change should be made permanent. BACKGROUND: At the September 23, 2009 City Council meeting the Mayor asked Staff, and Council concurred, to evaluate and return with a report determining whether moving City Hall to a four day work week would be appropriate. Stall approached the issue from two aspects. Could it assist the city in addressing budget concerns and help us be consistent willi surrounding agencies that have reduced hours on Fridays A number of cities around the State have had to close on Fridays due to cost saving measures associated with furloughs. Specifically, in Wildomar's immediate area the City of Lake Elsinore and Perris have implemented furlough Fridays for the remainder of the 2009-10 fiscal year. In addition, many of the County of Riverside's departments do not operate on Endays due to budget reductions and furloughs. With our City continuing to be fiscally printent, and maintaining our attention to customer service, staff evaluated whether we could accomplish both goals of saving money without compromising customer service. Currently, very few transactions take place on Friday. In fact, there is very little front counter activity occurring on Fridays at City Hall. Most interaction with the public and husiness community takes place from Monday through Thursday. After surveying Staff, many staff members use Fridays to "catch up" on all the work they were unable to complete during the regular 8 AM to 5 PM work week As a result of Staff's review it was determined that the cost savings would be minimal The Finance Department estimates the City could save $6,240 annually by taking this action. Primarily, the saving would come from reduced use of utilities, maintenance and vehicle costs on those days city hall would be closed. However, in this fiscal environment streamlining operations and procedures where even minor costs savings are achieved make sense and should be considered for the purpose of relining the City's operational business model. This would serve as an initial step in our continuing effort to develop efficiencies in our new City. Secondarily, as Staff reviewed how implementation would work an unanticipated benefit was identified. The City could keep longer operational hours for the public in the four days we are open. In order to implement a four day work week staff would have to increase their work day from eight to ten hours to achieve a forty hour work week. Since Staff would be physically at work earlier and would work later, this would allow us to open City Hall earlier and close later in the evening so that residents and the business community could have more time to interact and transact business. For both fiscal and operational reasons Staff is recommending that the Council authorize the City Manager to change the hours of operation at City Hall to four days a week with an opening time of 7:30 AM and a closmo time of 6:00 PM. The only exception will be inspections occurring for projects in the City. Staff would recommend building inspectors still be available five days a week so as to not disrupt development project timelines that have a positive economic development impact on the City. If Council agrees to move forward with this action, Staff will ensure the public and business community is aware of the change through all advertising means available to the City. FISCAL IMPACT: Cost savings would occur primarily from reduced facility and vehicle use costs. Closing City Halt 1 day a week could result in annual savings of approximately $6,240 (weekly savings of $80 utilities, $20 maintenance and $40 vehicle costs). Submitted & Approved By: Frank Oviedo City Manager Approved as to form: Julie Hayward Biggs City Alterney

member of a church votes on a land use permit for the church?

Wildomar Park Pass Program-Non City Annual non-prorated charge per casendar A.1 61 41 year 8 35.00 11/1 8 Residents ....................................... . . . . . . . . --- Ferriper class or A.4 Non-Wildomar Resident Fee - "Youth" 48.28 10.00 $ $ 20,00 | 8 league. - + + 5 EXHIBIT "B" 2280 Market Street - Suite 300 Riverside, California 92501-2121 voice 951.788.0100 - fax 951.788.5785 www.bwslaw.com MEMORANDUM TO: Mayor, Members of the City Council, City Manager FROM: City Attorney DATE: December 2, 2009 Conflict of Interest Issues re Cornerstone Church RE: As you are aware, Cornerstone Church has applied for permits to construct additional parking for the church. The proposed project will involve movement of more than 700,000 cubic yards of dirt and will affect more than 80 acres of land. The Planning Commission approved the permits and two appeals were filed that will bring the matter before the City Council for action. Three members of the City Council are members of the church. None of these Councilmembers are compensated by the church nor are any of them on executive or management committees or otherwise in charge of any aspects of running the church. Their only relationship with the church is that they are members and they may volunteer from time to time to assist with church activities. A question has arisen as to whether their membership in the church creates a potential disqualifying financial conflict of interest with regard to the project, thereby prohibiting their participation in the decision on the church's application. We have been asked to provide a review of the law for the City Council's consideration. You should be aware that we represent the City and that our advice may not be relied on as to any individual member of the City Council. Should any individual Councilmember have questions regarding the opinion presented here or the legal consequence of participating in a vote on the Cornerstone Church project, it may be advisable to seek private advice or to request that our office secure an opinion from the Fair Political Practices Commission. QUESTIONS PRESENTED

May members of a church who serve on the City Council participate in a decision relating to the church under the Political Reform Act's ("Act") conflict of interest regulations? City of Wildomar Conflict of Interest Memorandum December 2, 2009 Page 2 of 6 Does a violation of Government Code Section 1090 arise where a

Is there a common-law conflict of interest where a member of a church votes on a permit that benefits the church? SHORT ANSWERS Yes. Based on the facts provided above, none of the Councilmembers 1 has a disqualifying financial interest in the church and therefore they may participate in the decision relating to the church's application.