2020/01/01 Graham Research Consultants FY19/20 PD Staff training services CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
FY2019/20 MENIFEE PD: STAFF TRAINING SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and effective
this, day of MaC�,2020("Effective Date")by and between the CITY OF MENIFEE,
a California municipal corporation, ("City") and GRAHAM RESEARCH CONSULTANTS, a
Sole Propietor ("Consultant"). City and Consultant may sometimes herein be referred to
individually as a"Party" and collectively as 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 Services,attached hereto as Exhibit A and incorporated
herein by this reference (the "Services"). Consultant will perform subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance with the Scope of
Services. 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 January 1,2020 and
shall end on June 30,2020 unless the term of this 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 City's right to terminate this Agreement, as provided for in
Section 8.
1.2 Standard of Performance. Consultant represents and warrants that Consultant is a
provider of first class work and services and Consultant is experienced in performing the Services
contemplated herein and, in light of such status and experience, Consultant shall perform the
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 its profession and to the sole satisfaction of the
Contract Administrator.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to
perform the 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 the Services
pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations
hereunder.
1.5 Authorization to Perform Services. Consultant is not authorized to perform any of
the Services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
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SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed FOUR THOUSAND FIVE
HUNDRED DOLLARS AND ZERO CENTS ($4,500.00) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for the 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 the 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 the Services rendered pursuant to this Agreement. Consultant shall submit all
invoices to City in the manner specified 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 one (1) invoice during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
b. The beginning and ending dates of the billing period;
C. A"Task Summary" containing the original contract amount,the amount of
prior billings,the total due this period,the balance available under this Agreement,and the
percentage of completion;
d. At City's option, for each item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person performing the
Services, the hours spent by each person, a brief description of the Services, and each
reimbursable expense;
e. The total number of hours of work performed under this Agreement by
Consultant and each employee, agent, and subcontractor of Consultant performing the
Services hereunder necessary to complete the Services described in Exhibit A;
f. Receipts for expenses to be reimbursed;
g. The Consultant Representative's signature.
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586
2.2 Monthly Payment. City shall make monthly payments,based on invoices received,
for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City
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shall have thirty (30)days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Payment. City shall pay the last five percent(5%) of the total amount due
pursuant to this Agreement within sixty(60) days after completion of the Services and submittal
to City of a final invoice, if all of the Services required have been satisfactorily performed.
2.4 Total Payment. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the 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 entirety of the
Services performed pursuant to this Agreement,unless this Agreement is modified in writing prior
to the submission of such an invoice.
2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Exhibit A. Consultant shall
submit one (1) total invoice for the agreement upon compensation amount reflected within this
agreement.
2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum
amount of this Agreement.
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 Pa mkt upon Termination. In the event that City or Consultant terminates this
Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and for reimbursable
expenses as of the date of written notice of termination. Consultant shall maintain adequate logs
and timesheets in order to verify costs and reimbursable expenses 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 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. City of Menifee will be providing the facility and equipment for
Consultant's training program to include AV equipment he will be needing. (Document Camera
such as an Elmo, and a portable, lavaliere microphone.)
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SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Consultant,at its 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 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 Consultant's compensation. Consultant shall not
allow any subcontractor, consultant or other agent to commence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereof to City. Verification of the required insurance shall be submitted and made part
of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover
inter-insured suits between City and other Insureds.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions of the California
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident,ONE MILLION DOLLARS ($1,000,000.00)disease per employee,and ONE MILLION
DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance complies
fully with the provisions of the California Labor Code. Determination of whether a self-insurance
program meets the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against City and its officers, officials,
employees, and authorized volunteers for loss arising from the Services performed under this
Agreement.
4.2 Commercial General and Automobile Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined
single limit coverage,for risks associated with the Services contemplated by this Agreement,TWO
MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General
Liability Insurance or an Automobile Liability Insurance form or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. 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 the Services contemplated under this Agreement, including the
use of hired, owned, and non-owned automobiles. Commercial General Liability Insurance
requirement waived, Consultant carries and shall provide Professional Liability Insurance.
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b. Minimum scope of coverage. Commercial general coverage shall be at least
as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.
Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability
form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
C. Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the
policy shall not affect coverage provided to City and its officers,employees,agents,
and volunteers.
4.3 Professional Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be
approved by City.
b. Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no
later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or termination of this
Agreement or completion of the Services, so long as commercially available at
reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the Effective
Date of this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after the expiration or termination of this Agreement
or the completion of the Services. Such continuation coverage may be provided by
one of the following: (1) renewal of the existing policy; (2) an extended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement of the Services under this Agreement. City shall have the
right to exercise, at Consultant's sole cost and expense, any extended reporting
provisions of the policy, if Consultant cancels or does not renew the coverage.
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d. A copy of the claim reporting requirements must be submitted to
City prior to the commencement of the Services under this Agreement.
4.4 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in California.
b. Verification of coverage. Prior to beginning the Services under this
Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured
endorsement or policy language granting additional insured status complete certified copies of all
policies, including complete certified copies of all endorsements. All copies of policies and
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of Insurance must include the following reference:
FY2019/20 MENIFEE PD: STAFF TRAINING SERVICES. The name and address for
Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of
Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured
for liability arising out of ongoing and completed operations by or on behalf of Consultant.
C. Notice of Reduction in or Cancellation of Coverage. Consultant shall
provide written notice to City within ten(10) working days if. (1) any of the required insurance
policies is terminated;(2)the limits of any of the required polices are reduced;or(3)the deductible
or self insured retention is increased.
d. Additional insured; primary insurance. City and its officers, employees,
agents, and authorized volunteers shall be covered as additional insureds with respect to each of
the following: liability arising out of the Services performed by or on behalf of Consultant,
including the insured's general supervision of Consultant; products and completed operations of
Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by Consultant in the course of providing the Services pursuant to this
Agreement. The coverage shall contain no special limitations on the scope of protection afforded
to City or its officers,employees,agents,or authorized volunteers. The insurance provided to City
as an additional insured must apply on a primary and non-contributory basis with respect to any
insurance or self-insurance program maintained by City. Additional insured status shall continue
for one (1)year after the expiration or termination of this Agreement or completion of the Services.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its officers, officials, employees, and volunteers, and
that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss
under the coverage.
e. Deductibles and Self-insured Retentions. Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any of the
Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
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Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
g. Variation. The Contract Administrator may, but is not required to, 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
City's interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have if
Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option, exercise any of the following
remedies,which are alternatives to other remedies City may have and are not the exclusive remedy
for Consultant's breach:
a. Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work and withhold any
payment, until Consultant demonstrates compliance with the requirements hereof; and/or
C. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
Indemnification for Professional Liability. Agie-e the law establishes ^ pr-efessieq;41 -#A~a4~of its effieer-s, employees, a ��
ear-e for- per-feizmanee of the Sen4ees, to the fullest extent peFmitted by law, Ge-n-sultiffint sh-A]4
indeffmify,pr-eteet, defend(with eaeonsel seleeted by City), —And hold ha less City and any and a44
> ,
losses, eests, damages, expenses, liabilities, liens, aetions, eauses of aration (Whether- in ,
eet4r-aet, under- sta4ite, at law, in equit�,, or- ethei=-A4se) ehar-ges, awards, assessmen4s, fines, of
penalties of any kind (ineluding reasonable eansultmt and e)Epei4 fees and expeases of
exten4 se&ne are ea+ised in whole or- in pai4 by an), negligent or-�offaagfttl aet, e"er-, er- emission e
Consultant sha4l bear-the lega4 liabilit-y thereof) in the peizfeEmanee of pr-efessieRal ser-viees under-
this ^groefnent HOLD HARMLESS. By execution of this Agreement, Consultant personally
assumes all risks for any harm, injury or damage that may befall Consultant in the course of
performing the tasks, obligations, and services set forth in this Agreement, including all risks
connected therewith, whether foreseen or unforeseen. Further, Consultant shall forever release,
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waive, discharge and hold harmless City, and its respective officials, officers, employees, agents
and volunteers, from any and all liability for any personal injury or property damage sustained by
Consultant in the course of performing the tasks, obligations, and services set forth in this
Agreement, including any property damage or personal injury resulting from or arising out of any
negligent act, error or omission of the City.
5.1 Indemnification for Other than Professional Liability. Other t4an in�the
per-foFmanee of professional setzviees and to the f4411 extent pefmiaed by law, Censultans shall
rode i€y, pr-eteet, defend (with rae-wase1seleeted by City), and hold >7.,..mlesTC . and any a
employees,all of its effieer-s, >
where the same ar-ise etA of-, afe a eensequenee of-, or-are in my way att-Fibutable to, i;-;-vldfieh-- of in
Consultant is legally liable,ineltiding bu4 of lifn ted to affieer$, agel4s, employeeser
5.2 Limitation of Indemnification. Thepr-evisionsf this See fi,„ c a not apply te
shall not release City fFem liability arising fr-afn gross negligenee or- willfial aras er- emissions of
City or-any and all of its affieer-s, effieials, emplayees, and agents aeting in an effieial eapaeity.
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 the 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 the Services
rendered pursuant to this Agreement. The personnel performing the Services under this
Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Consultant shall not at any time or in any manner represent that it or any of its officers,
employees,or agents is in any manner officers,officials, employees,or agents of City. Consultant
shall not incur or have the power to incur any debt, obligation, or liability whatever against City,
or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement,
City shall not pay salaries,wages,or other compensation to Consultant for performing the Services
hereunder for City. City shall not be liable for compensation or indemnification to Consultant for
injury or sickness arising out of performing the Services hereunder. 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 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
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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. Consultant shall not hire or employ any person to perform work within City
or allow any person to perform the Services required under this Agreement unless such person is
properly documented and legally entitled to be employed within the United States. Any and all
work subject to prevailing wages,as determined by the Director of Industrial Relations of the State
of California, will be the minimum paid to all laborers, including Consultant's employee and
subcontractors. It is understood that it is the responsibility of Consultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the California Department of
Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466, and
467 by calling 415-703-4774. Appropriate records demonstrating compliance with such
requirement shall be maintained in a safe and secure location at all times, and readily available at
City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed
boards, members, officials, officers, agents, representatives, employees, and volunteers harmless
from and against any liability, loss, damage, cost or expenses (including but not limited to
reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any
inquiries or proceedings) arising from or related to (i)the noncompliance by Consultant or any
party performing the Services of any applicable local, state,and/or federal law, including,without
limitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii)the implementation of Section
1781 of the Labor Code, as the same may be amended from time to time, or any other similar law;
and/or (iii) failure by Consultant or any party performing the Services to provide any required
disclosure or identification as required by Labor Code Section 1781, as the same may be amended
from time to time, or any other similar law. It is agreed by the Parties that, in connection with
performance of the Services, including, without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages
under California law and/or the implementation of Labor Code Section 1781, as the same may be
amended from time to time, and/or any other similar law. Consultant acknowledges and agrees
that it shall be independently responsible for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
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 that are legally required to practice their respective professions.
Consultant represents and warrants to City that Consultant and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
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 AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notification to Consultant.
8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days"
written notice to City.
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8.3 Consequences of Termination. In the event of termination, Consultant shall be
entitled to compensation for the Services performed up to the 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 City in connection with this Agreement.
8.4 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.
8.5 Amendments. The Parties may amend this Agreement only by a writing signed by
all the Parties.
8.6 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, other
than to the subcontractors noted in Consultant's proposal, without prior written approval of the
Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant
shall notify City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination of this
Agreement and all provisions of this Agreement allocating liability between City and Consultant
shall survive the expiration or termination of this Agreement.
8.8 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:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this Agreement;
C. Retain a different consultant to complete the Services described in
Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services
described in Exhibit A that is unfinished at the time of breach and the amount that City
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would have paid Consultant pursuant to Section 2 if Consultant had completed the
Services.
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 City. Consultant hereby agrees to deliver those documents to City upon the expiration
or termination of this 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 City and are not necessarily suitable for any future or other use. Any
use of such documents for other projects by City shall be without liability to Consultant. 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 Licensing of Intellectual Property. This g o ent e ea*es a non o ells ve an
designs,perpetual lieense for-City to eapy,use,medif�,,r-etise, or-subli d all eepyr-igkts'
rights of r-epr-eduetiaa, and other- ifttelleetual propeAy embodied in plans, speeifiea4iens, ,
drawings,digital r-ender-ings, or-data ster-ed digitally,magnetirally, or-in any other-fnedium, wh
are pr-epaf.ed- Aff. eeauswad to be prepared by Consultant under- this AgfeefneR4 ("Doesufflents a
Da4drawings, estimates, test data, sun,ey r-esults, models, renderings, and A-th-e-r. Aff. ;,ve-FA
mnnd Data nt any time, pr-ovided that any sueh use not within the pw:peses intended by tl&
Agreement shall be at Deetffnen4s and Data whieh were prepared by design pr-ofiessiafflfl-A-1s A-ther- than Co4isultant AV-
s sole Fisk-.
9.3 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 the Services or expenditures and disbursements charged to 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 Consultant under this Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible.
9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 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 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), this Agreement shall be
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subject to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3)years after final payment under this 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 including costs, in addition to
any other relief to which that Party may be entitled; provided, however, that the attorneys' fees
awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services
multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the
litigation. The court may set such fees in the same action or in a separate action brought for that
purpose.
10.2 Applicable Law; Venue. The internal laws of the State of California shall govern
the interpretation and enforcement of this Agreement. 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 any provision of this Agreement is held invalid, the remainder of
this Agreement shall not be affected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
10.4 Section Headings and Subheadings. The section headings and subheadings
contained in this Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 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.
10.7 Consultant Representative. All matters under this Agreement shall be handled for
Consultant by Gordon J. Graham ("Consultant's Representative"). The Consultant's
Representative shall have full authority to represent and act on behalf of Consultant for all purposes
under this Agreement. The Consultant's Representative shall supervise and direct the Services,
using his best skill and attention, and shall be responsible for all means, methods, techniques,
sequences, and procedures and for the satisfactory coordination of all portions of the Services
under this Agreement.
10.8 City Contract Administration. This Agreement shall be administered by a City
employee, Tiffani Sik, Sr. Personnel & Training Analyst ("Contract Administrator"). All
correspondence shall be directed to or through the Contract Administrator or his designee. The
Contract Administrator shall have the power to act on behalf of City for all purposes under this
Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction
or orders from any person other than the Contract Administrator or his designee.
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10.9 Notices. Any written notice to Consultant shall be sent to:
GRAHAM RESEARCH CONSULTANTS
Attn: Gordon J. Graham
6475 EAST PACIFIC COAST HIGHWAY#136
LONG BEACH, CA 90803
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Tiffani Sik, Sr. Personnel&Training Analyst
with a copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
10.10 Professional Seal. Where applicable in the determination of the Contract
Administrator,the first page of a technical report,first page of design specifications,and each page
of construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled"Seal and
Signature of Registered Professional with report/design responsibility," as in the following
example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.11 Rights and Remedies. Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative
and the exercise by either Party of one or more of such rights or remedies shall not preclude the
exercise by it, at the same or different times, of any other rights or remedies for the same default
or any other default by the other Party.
10.12 Integration. This Agreement, including the scope of services 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. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
10.13 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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10.14 Execution of Contract. The persons executing this Agreement on behalf of each of
the Parties hereto represent and warrant that(i) such Party is duly organized and existing, (ii)they
are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so
executing this Agreement, such Party is formally bound to the provisions of this Agreement, and
(iv)that entering into this Agreement does not violate any provision of any other Agreement to
which said Party is bound.
10.15 Nondiscrimination. Consultant covenants that,by and for itself,its heirs,executors,
assigns,and all persons claiming under or through them,that in the performance of this Agreement
there shall be no discrimination against or segregation of, any person or group of persons on
account of any impermissible classification including, but not limited to, race, color, creed,
religion, sex, marital status, sexual orientation, national origin, or ancestry.
10.16 No Third Party Beneficiaries. With the exception of the specific provisions set
forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and
no such other third parties shall have any rights or obligations hereunder.
10.17 Nonliability of City Officers and Employees. No officer,official,employee, agent,
representative, or volunteer of City shall be personally liable to Consultant, or any successor in
interest, in the event of any default or breach by City or for any amount which may become due to
Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
10.18 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of City in connection with the
award,terms or implementation of this Agreement,including any method of coercion,confidential
financial arrangement, or financial inducement. No officer or employee of City shall receive
compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of
Consultant,in connection with the award of this Agreement or any work to be conducted as a result
of this Agreement.
10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City,
or their designees or agents, and no public official who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or for one (1)year thereafter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereof, for the Services to be performed under this Agreement.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE CONSU
ArmanKM-Villi dity Manager ,
Attest:
44�4��
Sar A. Maw ng, City C
[Note: 2 officer's signatures required if
App Ls to Form: Consultant is a corporation,unless provided
with a certificate of secretary in-lieu]
J e . Melching, ity ttorney
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EXHIBIT A
SCOPE OF SERVICES
Services shall include staff training in the not to exceed amount of FOUR THOUSAND FIVE
HUNDRED DOLLARS AND ZERO CENTS ($4,500.00),as further detailed in the following
pages.
EXHIBIT A
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GRAHAM RESEARCH CONSULTANTS
6475 East Pacific Coast Highway-#136
Long Beach, California 90803-4296
714.374.9326
gordongraham CC earthlink.net
www.gordongraham.com
2019 Class OfferinLys
The Ten Families of Risk: One to Three Hours
Seven Rules of Admiral Hyman Rickover: One to Two Hours
What is"Real"Risk Management?: One Hour
5 Concurrent Themes for Success: Two Hours
Why Things Go Right—Why Things Go Wrong: Two Hours
Organizational Risk Management: Four Hours
Background Investigations: Two Hours
Maximizing the Effectiveness of Performance Evaluations: Two Hours
How to develop an SROVT program for any organization: Two Hours
Supervision 101—The basics for the new Supervisor: Two Hours
The Importance of Discipline: Two Hours
Civil Liability for Public or Private Safety Organizations: Two Hours
*Tactical Report Writing for Public Safety Personnel: Two Hours
*Effective Courtroom Testimony: Two Hours
*Resume Preparation and Maintenance: Two Hours
Threshold Incident Tracking—Day One through Trial: Four Hours
EXHIBIT A
267 1/03 1 85 8-000 1
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Job Based Harassment—Techniques for Elimination: Three Hours
Ethical Decision Making: Two Hours
NPCCR—Non Punitive Close Call Reporting: Two Hours
Customer Service—Creating some"WOW': Two Hours
Occupational Safety—Tips for Success: Two Hours
*The Top Ten Things that get Cops in Trouble: One to Two Hours
*The Top Ten Things that get Firefighters in Trouble: One to Two Hours
*Indicate classes that are applicable only for public safety personnel.
Some of the above menu items overlap with each other,however each can be delivered standing
solo.All programs are customized for any single agency,with sufficient time spent in advance to
learn organizational issues involved.Programs can be reduced in time to fit into a single training
day.A detailed customized set of notes will be provided to the involved agency for duplication
prior to the class date.
Please call for more details regarding any of the above programs,or a customized program for
your organization.
Overview of classes currently offered by GRC
The Ten Families of Risk One to Three Hours
Everything we do in life involves a level of risk—and the same is true with what you do
professionally. Since we do thousands of different things at work—how can you possibly start to
"Recognize"the real risks you face.In this brief(1 to 3 hours depending on other programs
selected)program,Gordon puts all of the"risks"you face into ten families. This makes the
"Recognition","Prioritization"(what is important now)and"Mobilization"(doing something to
change outcomes)approach to addressing risks proactively so we can reduce exposure from that
given risk. This class can run from one to three hours in length.
Seven Rules of Admiral Hyman Rickover One to Two Hours
Admiral Hyman Rickover is known as the"Father of the Nuclear Navy."This portion of the U.S.
Navy has a reputation for excellence as well as a phenomenal safety and reliability record.
Admiral Rickover developed some"rules for success"in dealing with the risks he faced in
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working with"nuclear"power.How do these rules apply to you in your organization? A
funny yet information packed program that applies to any risk centric organization.The class can
run from one to two hours in length.
What is"Real"Risk Management? One Hour
The phrase"risk management"gets thrown around quite a bit, but what is"real"risk
management?It is more than the"safety"stuff.It is more than the"insurance"stuff.And it is
more than the"ergonomics"stuff.Everything you do in your organization involves a level of
Risk.In this brief program,Gordon will explain how to"recognize"the real risks you face.And
he will give you some thoughts on how to"prioritize"these risks.And finally, he will show you
how to"mobilize"(act)to do something about the real risks you face in your organization.This
class is one hour in length.
5 Concurrent Themes for Success Two Hours
Your job is getting more and more complex.In fact,the more complex it gets,the more you need
a systematic approach to getting things done right.This block, "The Five Concurrent Themes for
Success"is essential for everyone in the workplace,regardless of position,job description or
type of organization.In this program,Mr.Graham shows you how the discipline of Risk
Management,coupled with an understanding of"systems"and complemented with Customer
Service,Accountability and Integrity all can work together to better assure that things get done
right.It is chuck full of information and coupled with Gordon's insight and humor is a must see
for all of your personnel.This program also makes a dynamic keynote address for any and all
conventions and other important gatherings.This class runs two hours.
Why Things Go Right—Why Things Go Wrong Two Hours
Most of what the good people in your organization do—they are doing right.When things don't
go right there is the potential for nasty consequences.In this brief program,Gordon will show
you what the potential consequences are—and what are the"causational factors"most often
responsible for these consequences.He will then give you some proven strategies and tactics to
address these problems—including a full understanding of the"risk/frequency"matrix and
where it is essential that you focus your initial and ongoing training efforts.This class runs two
hours.
Organizational Risk Management Four Hours
An organizational risk management look inside any organization to show what can be done today
to avoid/minimize incidents form going wrong.It focuses on the 5 Pillars of a successful
organization and gives the informed listener ideas that can be initiated in the workplace
immediately upon return to improve performance.Included in this class are a series of rules to
prevent incidents from going wrong.It runs four hours in length and it is recommended that it be
followed by operational risk management classes specific to the involved organization.
Background Investigations Two Hours
"The best predictor of future behavior is past behavior."And if you are in the business of"hiring"
people—what processes do you have in place to identify the people who have no business in
your organization?In this brief program,Gordon will introduce you to the"cutting edge"
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theories and practices on how to maximize the effectiveness of your pre-hiring protocols—all
with the goal of preventing the wrong people from getting into your organization.This class is
two hours in length.
Maximizing the Effectiveness of Performance Evaluations Two Hours
An operational risk management approach to this most important document.From analyzing the
job description and setting goals to interim feedback and preparation of the document,this two
hour block is an excellent wake up call to prevent the common problems caused by not taking
the process seriously.Attendees will receive a copy of GRIPE,Graham's Rules for the
Improvement of Performance Evaluations.This class is two hours in length.
How to develop an SROVT program for any organization Two Hours
A risk management presentation on how to recognize the high risk,low frequency tasks in any
organization and how to train appropriately so that performance during such task is maximized.
It is incorporated in both"Why..."classes and the Civil Liability class or it can stand alone where
it runs 2 hours in length.
Supervision 101—The basics for the new Supervisor Two Hours
A block of instruction designed for the line level supervisor.Failure to adequately discipline can
cause a host of problems,both internal and external.This block identifies the problems with
discipline in an organization and why supervisors must work together to have an effective
program of discipline.Attendees will receive a copy of GRAED,Graham's Rules for the
Application of Effective Discipline.This class is two hours in length.
The Importance of Discipline Two Hours
"Rules without enforcement are just nice words."In this brief program, Gordon will address the
critical issue of employee discipline—and what it is and what it is not. Failure to discipline in a
prompt, fair and consistent manner is a ticket for nothing but future problems and there are many
legal and`risk"concerns involved in this process that need to be fully understood.This class
runs two hours.
Civil Liability for Public or Private Safety Organizations Two Hours
This is a legal/risk management approach to the elimination of civil liability through pre-
incident planning and post incident documentation.It also contains a section on recognizing
incidents that regularly end up in litigation and what management and supervision needs to do
before our lawyers get the case.The attendees will receive a copy of GRECL,Graham's Rules
for the Elimination of Civil Liability.It runs two hours in length and can be combined with other
classes or standalone.
*Tactical Report Writing for Public Safety Personnel Two Hours
Tactical Report Writing focuses on the common errors and omissions public safety personnel
make in incident documentation.These mistakes are not only embarrassing, but also can be very
costly in terms of civil liability.The attendee will receive a copy of GRIID,Graham's Rules for
the Improvement of Incident Documentation. This class is two hours in length.
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*Effective Courtroom Testimony Two Hours
A block of instruction designed to give either the veteran or novice additional information on
how to improve performance in this critical task Attendee will receive a copy of GRECT,
Graham's Rules for the Enhancement of Courtroom Testimony. It runs two hours in length.
*Resume Preparation and Maintenance: Two Hours
A block on the importance of documenting who you are in terms of education,training,
experience,readings,writings,prior court qualifications and professional contacts so that
you will be able to maintain consistency in trials,maximizing your impact on a jury and prepare
for the future.It runs two hours in length.
Threshold Incident Tracking—Day One through Trial Two Hours
An in depth look at how plaintiff lawyers use the gap between date of an incident and the service
of a lawsuit on a public safety agency to hurt them in court.It also shows the role of management,
supervision and line personnel in preventing this harm.It runs two hours in length.
Job Based Harassment—Techniques for Elimination Three Hours
This issue is one of the"hottest topics"in employment law today.In California,AB 1825
mandates regular training for supervisors in this critical area—and the data suggests that this
"mandatory training"has impacted claims and complaints.In this program,Gordon provides the
history of this issue,and some proven control measures to address this issue in advance so it will
not negatively impact your personnel or workplace.This class is three hours in length.
Ethical Decision Making Two Hours
An overview on the decision making process. Many people have never been taught how to make
a decision and what needs to be considered in the decision making process.In this presentation a
ten-step process,GRIDM(Graham's Rules for Improving Decision Making),is covered to
demonstrate a technique to make better,ethical decisions.This class is two hours in length.
NPCCR—Non Punitive Close Call Reporting Two Hours
This class explains Mr.Graham's approach to sharing close calls with co-workers prior to
someone being seriously hurt.When employees get injured,the incident that caused the injury
has most likely occurred before to others,but often no one had reported these close calls
previously.It is,therefore,a very popular topic in public safety operations.It runs two hours in
length.
Customer Service—Creating some"WOW" Two Hours
As we enter the 21st century,the public sector is being analyzed like never before.Customer
service has always been important,but now the survival of any public sector organization is
dependent on the maximization of this concept on each and every contact made.Who,What,
Why,When,Where,How and How Often is a symmetric approach to this important topic.
Attendees will receive a copy of GRECS,Graham's Rules for Enhancing Customer Service.This
class runs two hours in length.
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Occupational Safety—Tips for Success Two Hours
This is a brief program on"safety in the workplace"—and what you can do to reduce employee
injuries and deaths.There are reasons why employees occasionally get hurt and there are
available control measures to address these concerns in advance.In this program,Mr.Graham
will show you the nature and scope of the problem—and more importantly give you some
workable control measures to address these potential problems.This class runs two hours in
length.
*The Top Ten Things that get Cops in Trouble One to Two Hours
The title speaks for itself.This program will identify the top ten things that get your department
personnel in trouble.The class can run from one to two hours in length.
*The Top Ten Things that get Firefighters in Trouble One to Two Hours
The title speaks for itself.This program will identify the top ten things that get your department
personnel in trouble.The class can run from one to two hours in length.
Some of the above menu items overlap with each other,however each can be
delivered standing solo. All programs are customized for any single agency, with
sufficient time spent in advance to learn organizational issues involved. Programs can
be reduced in time to fit into a single training day.A detailed customized set of notes
will be provided to the involved agency for duplication prior to the class date.
Please call for more details regarding any of the above programs, or a customized
program for your organization.
GRAHAM RESEARCH CONSULTANTS
6475 East Pacific Coast Highway-#136
Long Beach, California 90803
(714)374-9326
gordongraham @ earthlink net
www.gordongraham.com
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2019 Fee Schedule
Within 2 hour drive of Los Angeles
One Agency Multiple agency Convention
Daily Rate(1 to 8 hours) $4500.00 $6000.00* $10,000.00
(No travel or lodging costs)
Further than two driving hOUI'S or trips requiring air travel or overnight stay:
One Agency Muldple Agency Convention
Daily Rate(1 to 8 hours) $5000.00 $6500.00* $10,000.00
(Plus travel and lodging costs,along with any cost associated with the adding of your agency on to my Professional
Liability policy as an"additional insured"if required on your end. On flights more than two hours,
Mr.Graham requires Business Class.)
The above rates are effective for presentations scheduled after 1-1-2019.Payment is due at the
conclusion of the program unless other arrangements have been made in advance.No advance
deposit is requested for public agencies and past clients.A letter or FAX of confirmation on your
organization letterhead laying out our agreement is required before date can be secured in
calendar.The letter of confirmation is to include the date of the presentation,fee agreement,and
the understanding of the cancellation policy.
Cancellation Policy:Cancellations made at least ninety days prior to date of presentation do not
inure a cancellation fee.Cancellations made with less than 90 days notice require a 25%
cancellation fee.
Regarding the asterisk above,if the sponsoring agency is charging for others to attend the
program,the fee will be either$7500.00 or one third of the gross collected, whichever is greater.
I fully understand that your lawyers may need a contract more formal than our exchange of
correspondence. Should that be the case, please recognize that I cannot transfer ownership of my
material to your organization. You have the right to use my material internally, but all
ownership rights remain with me. Also,I will not agree to any indemnification clause in your
contract.
Please contact Cheryl or Kathy at 714.374.9326
Thanks for your interest in the products and services of GRC.
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