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2010/06/30 John Meyer Planning development review services PROFESSIONAL SERVICES AGREEMENT (John Meyer) THIS AGREEMENT for Professional Services ("Agreement") is made this 30� day of June, 2010 ("Effective Date") by and between the City of Menifee ("City") and John Meyer ("Consultant") (together sometimes referred to the "Parties"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, and incorporated here. Such work shall be provided at the time and place and in the manner specified in Exhibit A. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall extend until terminated by either party upon 20 days prior written notice. The term may be renewed annually upon the mutual agreement of the parties. This Agreement may be terminated by either party, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement to the sole satisfaction of the Community Development Director. 1.3 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 1.4 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $75,000 for each fiscal year notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. City hereby agrees to pay Consultant an hourly amount of $90/hour for services to be performed as well as reimbursable expenses incurred under this Agreement. Reimbursable expenses shall include the cost of attendance at conferences and meetings that Consultant is requested to attend to represent City and mileage for meetings outside the area of the City. Consultant shall submit invoices monthly showing the hours spent on the services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the name of the project and file number, a task summary and the number of hours worked and cost. 2.1 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant 2.2 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.3 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate records in order to verify costs incurred to that date. Section 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, Consultant shall, at his sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at his own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's compensation. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall provide City with a certificate stating that he is self-employed and has no employees. 4.2 Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at his own cost and expense, shall maintain automobile liability insurance for the term of this Agreement in an amount not less than Three Hundred Thousand Dollars ($300,000) per occurrence, combined single limit coverage, for risks associated with the work contemplated by this Agreement. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Variation. The City Manager may approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. Section 5. STATUS OF CONSULTANT. 5.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant Page 12 accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Section 6. LEGAL REQUIREMENTS. 6.1 Governina Law. The laws of the State of California shall govern this agreement. 6.2 Compliance with Applicable Laws. Consultant shall comply with all applicable local, state and federal laws and regulations applicable to the performance of the work hereunder. 6.3 Licenses and Permits. Consultant represents and warrants to City that Consultant has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to practice his respective profession. Consultant represents and warrants to City that Consultant at his sole cost and expense, keep in effect at all times during the term or this Agreement any licenses, permits, and approvals that are legally required to practice his respective profession. In addition to the foregoing, Consultant shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Section 7. DELETED. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City or Consultant may terminate this Agreement at any time and without cause upon 20 days prior written notification to the other party. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination. City, however, may condition payment of such compensation upon Consultant delivering to city any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant of the City in connection with this Agreement. 8.2 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.3 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein without prior written approval of the Contract Administrator. Page 13 8.4 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant's Books and Records. 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 the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of, the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If either party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and expenses in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that the filing and trial of such action shall be venued exclusively in Riverside County. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any Page 14 provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 City Contract Administration. This Agreement shall be administered by the City Manager and Community Development Director ("Contract Administrator"). All correspondence shall be directed to or through the City Manager. 10.7 Conflict. Consultant shall not enter into any contract or Agreement during the performance of this Agreement that will create a conflict of interest with his duties to the City. 10.8 Notices. Any written notice to Consultant shall be sent to: John Meyer 41999 Altanos Road Temecula, CA 92592 Any written notice to City shall be sent to: City Manager City Hall 29714 Haun Road Menifee, CA 92586 10.9 Integration, This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 10.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Page 15 The Parties have executed this Agreement as of the Effective Date. CITY OF MENIFEE CONSULTANT Wallace W. Edgerton, Mayor John Meyer Attest: ILI Kathy Bennett, City Clerk Approved as to Form: K ren Feld, City Attorney Page 6 EXHIBIT A SCOPE OF WORK • Planning development review and policy development • Development of projects and programs • Developer application reviews • Attend meetings with city or developer's engineers or representatives • Present projects to the City Council and Planning Commission • Contact person for planning projects and applications between the public, developers and potential developers • Housing, Redevelopment and Community Development projects Page 17