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2010/04/20 Diane Wirth Retail Services M 1 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT for Professional Services ("Agreement") is made this 20th day of April 2010 ("Effective Date")by and between the City of Menifee("City") and Diane Wirth ("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 Services 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 end on June 30, 2010. 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 its profession and to the sole satisfaction of the Contract Administrator. 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. Section 2. COMPENSATION. City hereby agrees to pay Consultant$110/hour but not to exceed$5,000.00(Five Thousand Dollars and No Cents) in total. There are no additional reimbursable costs under this Agreement. 2.1 Invoices. Consultant may submit an invoice after confirming eighteen(18) appointments, for up to $2,500.00 (Two Thousand Dollars and No Cents) 2.2 Payment. City shall make 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 Final Payment. Consultant shall submit a final invoice upon completion of the scope of services contained in Exhibit A. City shall pay the total sum due pursuant to this Agreement within thirty(30)days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 4824-7172-0963.1 Professional Services Agreement with Diane Wirth 1 of 6 2.4 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.5 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. STATUS OF CONSULTANT. 4.1 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 5. LEGAL REOUIREMENTS. 5.1 Governing Law. The laws of the State of California shall govern this agreement. 4824-7172-0963.1 Professional Services Agreement with Diane Wirth 2 of 6 5.2 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. Section 6. TERMINATION AND MODIFICATION. 6.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. 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. 6.2 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. 6.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 6.4 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 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 4824-7172-0963.1 Professional Services Agreement with Diane Wirth 3 of 6 key personnel leave Consultant's employ, Consultant shall notify City immediately. 6.5 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. Section 7. KEEPING AND STATUS OF RECORDS. 7.1 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. Section 8. NUSCELLANEOUS PROVISIONS. 8.1 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. 8.2 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. 8.3 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. 8_4 Notices. Any written notice to Consultant shall be sent to: Diane Wirth P.O. Box 1215 Yucaipa, CA 92399 Any written notice to City shall be sent to the Contract Administrator with a copy to: George Wentz, City Manager 29714 Haun Road Menifee, CA 92586 4824-7172-0963.1 Professional Services Agreement with Diane Wirth 4 of 6 i 8.5 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. 8.6 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. The Parties have executed this Agreement as of the Effective Date. CITY OF MENIFEE CONSULTANT Geprge Wentz. City ager Diane Wirth Attest: Kathy Bennett, City Clerk Approved as to Form: Elizabeth Martyn,City Attorney 4824-7172-0963.1 Professional Services Agreement with Diane Wirth 5 of 6 Exhibit "A" SCOPE OF SERVICES The Scope of Services includes, but is not limited to, the following: • Consultant agrees to represent the City of Menifee in a professional and positive manner and assist in creating relationships with potential retail/commercial business customers. • City of Menifee agrees to provide Consultant with information relating to the types and or exact companies it wishes to set meetings with. Consultant agrees to review the list and recommend any additional companies that it has prior knowledge of and or might find as a match. • Consultant shall make contacts with a goal of establishing and confirming a minimum of 30 total meetings with a desired goal of 36 meetings by May 19, 2010. For companies unablelunwilling to schedule a meeting with the City, the contact information with their profile of what they are seeking will be provided. • The City of Menifee shall have final approval of the schedule and any and all meetings confirmed shall be approved by the City prior to the event date. • Consultant shall produce and provide weekly updates of meetings confirmed and provide information on a spread sheet of other meetings that are in the process of being solidified. Consultant shall provide these updates via email on Wednesday, April 21; Wednesday, April 28; Wednesday, May 5; Wednesday, May 12; and, Wednesday, May 19, 2010, respectively. • Consultant shall review and offer input on any and all marketing materials and associated publications concerning the City of Menifee and the ICSC RECON Las Vegas Tradeshow. • Consultant shall review and offer input on the City of Menifee booth, display material and general set up. • Consultant agrees to two (2) meetings regarding these activities; one to be scheduled on or before Wednesday, May 19, 2010 and one to be scheduled as a debrief after the event. • Additions or modifications to the scope of services may be made in writing by mutual agreement. 4824-7172-0963.1 Professional Services Agreement with Diane Wirth 6 of 6 Exhibit "A" SCOPE OF SERVICES The Scope of Services includes, but is not limited to, the following: Consultant agrees to represent the City of Menifee in a professional and positive manner and assist in creating relationships with potential retail/commercial business customers. City of Menifee agrees to provide Consultant with information relating to the types and or exact companies it wishes to set meetings with. Consultant agrees to review the list and recommend any additional companies that it has prior knowledge of and or might find as a match. Consultant shall make contacts with a goal of establishing and confirming a minimum of 30 total meetings with a desired goal of 36 meetings by May 19, 2010. For companies unable/unwilling to schedule a meeting with the City, the contact information with their profile of what they are seeking will be provided. The City of Menifee shall have final approval of the schedule and any and all meetings confirmed shall be approved by the City prior to the event date. Consultant shall produce and provide weekly updates of meetings confirmed and provide information on a spread sheet of other meetings that are in the process of being solidified. Consultant shall provide these updates via email on Wednesday, April 21; Wednesday, April 28; Wednesday, May 5; Wednesday, May 12; and, Wednesday, May 19, 2010, respectively. Consultant shall review and offer input on any and all marketing materials and associated publications concerning the City of Menifee and the ICSC RECON Las Vegas Tradeshow. Consultant shall review and offer input on the City of Menifee booth, display material and general set up. Consultant agrees to two (2) meetings regarding these activities; one to be scheduled on or before Wednesday, May 19, 2010 and one to be scheduled as a debrief after the event. Additions or modifications to the scope of services may be made in writing by mutual agreement.