2009/12/01 Maria Elena Kennedy Quail Valley Relief Sewer Program PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT for Professional Services ("Agreement") is made this 1st day of
December 2009 ("Effective Date") by and between the City of Menifee ("City") and Consultant
Maria Elena Kennedy ("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 be ongoing. Consultant shall complete the work described in Exhibit A
as requested by the City unless the term of the Agreement is otherwise terminated or extended
as provided for in Section 8. The time provided to Consultant to complete the services required
by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in
Section 8.
1.2 Standard of Performance. Consultant shall perform all services
required pursuant to this Agreement in the manner and according to the standards observed by
a competent practitioner of the profession in which Consultant is engaged in the geographical
area in which Consultant practices her profession and to the sole satisfaction of the Contract
Administrator.
1.3 Assignment of Personnel. Consultant shall assign only competent
personnel to perform services pursuant to Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the reassignment of any such
persons, Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 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.
1.5 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 $25,000 notwithstanding any contrary indications that may be contained in Consultant's
proposal, for services to be performed and reimbursable costs incurred under this Agreement.
In the event of a conflict between this Agreement and Exhibit A, regarding the amount of
compensation, this Agreement shall prevail. City shall pay Consultant for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The payments
specified below shall be the only payments from City to Consultant for services rendered
pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified
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herein. Except as specifically authorized in advance by City, Consultant shall not bill City for
duplicate services performed by more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior
to the invoice date. Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
• The beginning and ending dates of the billing period;
• A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement,
and the percentage of completion;
• At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person
doing the work, the hours spent by each person, a brief description of the
work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder necessary to complete the work described in
Exhibit A;
• Receipts for expenses to be reimbursed;
• The Consultant's signature.
2.2 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.
2.3 Deleted.
2.4 Total Payment. City shall not pay any additional sum for any expense or
cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified in writing prior to the submission of such an invoice.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses are included within
the maximum amount of the contract.
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2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any federal or state taxes.
2.8 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 logs and
timesheets in order to verify costs incurred to that date.
Section 3. FACILITIES AND EQUIPMENT. Except as otherwise provided,
Consultant shall, at its 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. In no event shall City be required to furnish any
facility that may involve incurring any direct expense, including but not limited to computer, long-
distance telephone or other communication charges, vehicles, and reproduction facilities.
Section 4. Deleted
Section 5. Deleted
Section 6. STATUS OF CONSULTANT.
6.1 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
her 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.
6.2 Deleted
Professional Services Agreement with Maria Elena Kennedy
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Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractor
shall comply with all applicable local, state and federal laws and regulations applicable to the
performance of the work hereunder.
7.3 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses, permits,
qualifications, and approvals of whatsoever nature which are legally required to practice their
respective professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their 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 their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement valid Business
Licenses from City.
Section 8. TERMINATION ARID MODIFICATION.
8.1 Termination. City may cancel this Agreement upon 30 days notice.
Consultant may cancel this Agreement upon 30 days written notice to City and
shall include in such notice the reasons for cancellation.
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 or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end
date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall
require a written amendment to this Agreement, as provided for herein. Consultant understands
and agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this Agreement.
Similarly, unless authorized by the Contract Administrator, City shall have no obligation to
reimburse Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing
signed by all the parties.
8.4 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, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator. In the event that key personnel
leave Consultant's employ, Consultant shall notify City immediately.
8.5 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.
8.6 Options upon Breach by Consultant. If Consultant materially breaches
any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all
of the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design
documents, and any other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in
Exhibit A not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete
the work described in Exhibit A that is unfinished at the time of breach and the amount that City
would have paid Consultant pursuant to Section 2 if Consultant had completed the work.
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
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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 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 trial of such action shall be vested 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.
10.6 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 Consultant Representative. All matters under this Agreement shall be
handled for Consultant by Maria Elena Kennedy.
10.7 City Contract Administration. This Agreement shall be administered by
a City Representative ("Contract Administrator"). All correspondence shall be directed to or
through the Contract Administrator or his or her designee.
Professional Services Agreement with Maria Elena Kennedy
10.8 Notices. Any written notice to Consultant shall be sent to:
Maria Elena Kennedy
9042 Camellia Court
Rancho Cucamonga, CA 91737
Any written notice to City shall be sent to the Contract Administrator with a copy to Maria
Elena Kennedy.
10.9 Deleted
10.10 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.
10.11 Counterparts. This Agreement maybe executed in multiple counterparts,
each of which shall be an original and all of which together shall constitute one agreement.
The Parties have executed this Agreement as of the Effective Date.
CITY.01F MENIFEE CONSULTANT
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George Wentz, City Manager Maria Elena Kennedy, Consultant
Professional Services Agreement with Maria Elena Kennedy
Exhibit A
Maria Elena Kennedy Scope of Services
1. Assist City of Menifee in seeking funds for the design, construction and operation of a
sewer system for Quail Valley replacing the falling septic systems.
2. Use knowledge of the Quail Valley, SAWPA, EMWD, EVMWD, City of Canyon Lake,
County of Riverside and SARWQCS to assist the City of Menufee in developing
consensus for the ultimate solution to failing septic systems.
3. Assist City in meeting with decision makers to arrane for grant money, support and
financing for solutions to the issues with septic and sewer systems.
4. Arrange public meetings with residents and businesses in the area to gather information
and foster public relations and inform the public of the work needed and ways to
accomplish the goals.
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SAWPA fv r Frfol @MIS-0159
"One Water One Watershed" (OWOW) is a new and innovative water resources planning process developed
%�ithin the Santa Ana River Watershed by the Santa Ana Watershed Project Authority(SAWPA). Through
collaborative strategic partnerships and building upon previous watershed planning,the next generation of
11�____One integrated regional watershed planning is under development to solve problems
on a larger scale and give all water interests a voice in the planning process.
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SAWPA is"calling for projects"to implement the OWOW plan and to ensure
that the region always has enough water for healthy communities and a healthy
- - environment.
Project proponents from throughout the Santa Ana River Watershed are
encouraged to electronically submit project applications for both conceptual
and shovel-
read projects at www.sa a.o . The deadline f
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submission is June 30, 2010. A subset of highly-ranked OWOW projects will
be considered for Proposition 84,Chapter 2 funding. SAWPA is administering
the region's $114,000,000 IRWM and this first round of expedited funding is
expected to be$11,000,000.
The OWOW planning process has focused on developing:
• a shared watershed vision;
• a"systems approach"to accomplishing our goals;
• projects where multiple agencies work collaboratively to provide multiple benefits to the region;and
• synergies and public benefits that are provided economically and efficiently,while protecting
environmental benefits.
In addition to our traditional water quality and water supply projects, our"call for
projects"asks that we: ,}
• prepare for a changing climate;
• begin to close the gap between land use and water resources planning;and
• address disadvantaged communities and Native American Tribes. "
Together,this watershed is developing a reputation for innovative thinking and `
problem solving. The OWOW process allows us to go further and ensure that '
we're prepared to meet our water needs in a responsible,sustainable manner. SaIaa A Aa IN ala Med +
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SAWPA will be conducting a Project Development Workshop on Wednesday,
May 26th at SAWPA, 11615 Sterling Avenue, Riverside from 1o:oo a.m.to 11:3o a.m.
to answer questions about project submission and-the project rating process.
RSVP to onewateronewatershed(&sawpa.g=,if you wish to attend.
11615 Sterling Avenue, Riverside,CA 92503 951.354.4220
www.sawpa.org