2010/06/30 Keefer Consulting planning services PROFESSIONAL SERVICES AGREEMENT
(Kiefer Consulting)
THIS AGREEMENT for Professional Services ("Agreement") is made this J ' day
of June, 2010 ("Effective Date") by and between the City of Menifee ("City") and Keefer
Consulting ("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
4823-7757-0822.1
Professional Services Agreement with Keith Gardner
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.
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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
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 Governing 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
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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.
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.
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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
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:
Keith Gardner
Keefer Consulting
6149 Bluffwood Drive
Riverside, CA 92506
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.
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The Parties have executed this Agreement as of the Effective Date.
CITY OF MENIFEE CONS.UCTANT -)
Wallace W. Edgerton, lVrayor Keith Gardner, Keefer Consulting
Attest:
Kathy Bennett, City Clerk
Approve;as to Form:
Karen Feld, City Attorney
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EXHIBIT A
SCOPE OF WORK
• Develop application forms (subdivisions, use permits, etc.)
• Field questions from the public regarding the development process
• Developer application reviews
• Attend meetings with 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
• Interact with the County of Riverside Planning Department regarding development
projects
• Develop current planning processing procedures
• Develop user-friendly and relevant Development Codes, including zoning and
subdivision regulations
• Develop relevant standard conditions of development for projects proposed within the
City
• Conduct research into development projects that have County approvals, but not yet
constructed
• Conduct research into restrictions on development within the City
• Conduct research into existing CC&R's that exist within the City and their impacts
• Preparing and organizing the efforts for the City to develop its General Plan.
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