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2019/10/22 Breaking the Chain Consulting Executive Staff: Team Building and Organizational Health WorkshopCITY OF MENIFET, PROFESSIONAL SERVICES AGREEMENT EXE,CUTIVE STAFF: TEAM BUILDING & ORGANIZATIONAL HEALTH WORKSHOP TIIIS PRO SIONAL SERVICES AGREEMENT ("Agreement") is madc and effectiveF, this 21ll'day of a Califomia muni 2019 ("Effective Date") by and between the CITY OF MENIFEE, ctp al comoration. ("Citv") and BREAKING THE CHAIN CONSULTING. a SOLE PROPRIETOR ("Consultant"). City and Consultant may sometimes herein be referred to individually as a "Party" and collectively as the "Parties." SE,CTION 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope ofServices, 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 ofa conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail. I . I Term of Services. The term of this Agreement shall begin on October 22,2019 and shall end on December 31,2019 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided 10 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 assi gn 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 ofany such persons, Consultant shall, immediately upon receiving notice from City ofsuch desire of City, reassign such person or persons. 1.4 f!qg. 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. 26? t/031858,0001 7610421 2 .Oat?gt t9 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. City hereby agrees to pay Consultant a sum not to exceed IIGHT THOUSAND DOLLARS AND ZERO CENTS ($8,000.00) 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 ofa 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 invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. lnvoices shall contain the following information: a. Serial identifications ofprogress bills; i.e., Progress Bill No. I for the first invoice, etc.; b. Thc beginning and cnding dates ofthe 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 ofthe 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. Thc 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. TheConsultantRepresentative'ssignature. lnvoices shall be submitted to: City of Menilee Attn: Accounts Payable 2671/031858-0001 163042 t .2 ^oA/29t t9 -2- SECTION 2, COMPENSATION. 29844 Haun Road Menifee, CA 92586 2.2 Monthly Payment. Cit y shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt ofan invoice that complies with all ofthe requirements above to pay Consultant. 2.3 Final Payment. Ci ty shall pay the last five percent (5%) of the total amount due pursuant to this Agreement within sixty (60) days after completion ofthe Services and submittal to City ofa final invoice, ifall ofthe Services required have been satisfactorily performed. 2.4 Total Pavment. 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 thc t'ee schedule included with Exhibil A 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. 2.7 Payment of Taxes. Consultant is solel y responsible for the payment of employment taxes incurrcd undcr this Agreement and any lederal or state taxes. 2.8 Payment upo n Termination. ln the event that Ci ty 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 ofthe 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. SE,CTION 3. FACILITIES AND E,QUIPMENT. 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 lor Consultant's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of fumishing those facilities shall be in the sole discretion of City. ln no event shall City be required to fumish 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. 2671/0ll85E-0001 7610421 2 a08/29l19 -)- 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 ofsuch 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 1o City. Verification olthe 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. Consultantshall , 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 oithe 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 ($1,000,000.00) disease per policy. In the altemative, Consultant may rely on a self- insurance program to meet those requirements, but only ilthe program of self-insurance complies fully with the provisions of the Califomia Labor Code. Determination ofwhether a self-insurance program meets the standards ofthe Califomia Labor Code shall be solely in the discretion ofthe Contract Administrator. The insurer, il insurance is provided, or Consultant, ifa program ofself- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising lrom the Services performed under this Agreement. 4.2 Comme rcial Ceneral and Automobile Liabilitv Insurance. a. General requirements. Consultan t, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLI.ARS ($ I ,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, 'f WO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOI-LARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising lrom bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles. b. Minimum scopc o llaycr4gg. Commercial general coverage shall bc at least as broad as Insurance Services Office Commercial General Liability occulrence form CG 0001. 26?l/01tE58-0001 76104212 r,8/29t19 -4- Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability f,orm CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occulrence or an accident basis, and not on a claims-made basis. b. Any failure ofConsultant to comply with reporting provisions ofthe policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional l.iabilitvlnsurance Ceneral requiremexlls. Consultant, at i1s own cost and ex pense, shalla maintain for the period covered by this Agreement professional liability insurance for licensed prolessionals performing the Services pursuant to this Agreement in an amount not less than ONE M ILLION DOLI-ARS ($ I ,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 followin g 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 ofthe Services. b. lnsurance 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 alter the expiration or termination of this Agreement or the completion ofthe Services. Such continuation coverage may be provided by one ofthe following: (l) renewal ofthe existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement ofthe Services underthis Agreement. City shall havethe right to exercise, at Consultant's sole cost and expense. any extended reporting provisions ofthe policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement. 5 2671l03r858-000 t 7610421 2 ^Q8129/ 19 4-4 All Policies Requirements. a. Acceptability of insurers. All insurance re quired by this Section is to be placed with insurers with a Bests' rating of no less than A:VII and admitted in Califomia. b. Verification of coverage Prior to beginning the Services under this Agreement, Consultant shall fumish City with Cenificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies ofall 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 lnsurance must include the following reference: EXECUTIVE S TAFF: TEAM BUILDING & ORGANIZATIONAL HEALTH WORKSHOP. 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 ofongoing and completed operations by or on behalf of Consultant. c. Notice of Reducti on in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days ii (l) any of the required insurance policies is terminated; (2) the limits ofany ofthe required polices are reduced; or (3) the deductible or self insured retention is increased. d.Additional insured:n nm arv tnsurancc.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 ofprotection 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 lor one ( I ) year aftcr the expiration or termination ofthis Agreement or completion ofthe 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. Deductibles and Self-tns red Retentions. Consultant shall obtain theu written approval of City for the self-insured retentions and deductibles before beginning any ofthe 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. '['he Contract Administrator may condition approval of an increase in deductible or self-insured 2671/031858 0001 167A421 2 aoaDgl19 -6- 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. L Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall fumish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all ofthe 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 Remedie . ln 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. SECTION5. INDEMNIFICATION. 5.1 Indemnification for Professional l.iahililv. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protecl, defend (with counsel selected by City), and hold harmless City and any and all of its o{ficers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes ofaction (whether in tor1, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and. if Consultant lails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, "Claims") to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. 5.2 Indemnification for 0ther than Professional t-iabilit Other than in the performance of professional services and to the lull extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and 2671/03lE5E-000t 163042\ 2 ^08/29119 -7- all of its officers, cmployees, officials, volunteers, and agents from and against any and all Claims, where the same arise out oi are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant. 5.3 Limitation of lndemnification.The provisions of this Section 5 do not apply to claims occurring as a result of City's sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity. SECTION 6. STATUS OF CONSULTANT. 6.1 lndependent Contractor. At all times durin g 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 notbe 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 Goveminq Law. The laws of the State of California shall govem this Agreement 7.2 Co li e with A licable [,aws Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance ofl 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 ofthe State of Califomia, will be the minimum paid to all laborers, including Consultant's employee and subcontractors. It is understood that it is the responsibility ofConsultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the Califomia Department of 267rl0318J8-0001 763042t 2&A/29/t9 -8- Industrial Relations ("DIR") pursuant to Califomia 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 attorngys'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 ofany applicable local, state, and/or federal law, including, without limitation. any applicable lederal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation ofSection l78l 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 ofpayment or non-payment ofprevailing wages under Califomia law and/or the implementation of Labor Code Section I 781 , 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 ofall subcontractors. 7 .3 Licenscs 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 notifi cation to Consultant. 8.2 Tcrmination Cons ultant.Consultant may cancel this Agreement upon 30 days' written notice to City 8.3 of Terminalion. 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. 267rl01tErE-000t 7630421 2 aogl2g/19 -9- 8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.6 Assisnment 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 ofConsultant. Consultant may not assign this Agreement or any interest therein without the prior written approval ofthe Contract Administrator. Consultant shall not subcontract any portion ofthe 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 ODtions uDon Bre ach bv Consultant. lf Consultant materiall y breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: lmmediately terminate this Agreement;a 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 difflerence between the cost to complete the Services 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 Services. SECTION 9. KE,EPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All re ports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials. in electronic or any other lorm that Consultant prepares 267 t/011858-0001 1630421 2 zOE/29/ t9 - t0- E.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection I .l . 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 flor any otherwise reimbursable expenses incurred during the extension period. or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliverthose 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 useofsuch documents for other projects byCityshall 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 l-icensine of lntellectual P roDcrtv This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents and Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. Cityshall not be limited inanyway in itsuseofthe Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 9.3 Consultant's Books and Rec ords. Consultant shall maintain an y and all ledgers, books ofaccount, 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 lor a minimum of three (3) years, or for any longer period required by law, from thedateoffinal payment to Consultant under this Agreement. Allsuch 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 Califomia Govemment Code Section 8546.7, ifthe amount ofpublic funds expended under this Agreement exceeds TEN TIIOUSAND DOLLARS ($10,000.00), this 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 City, for a period ofthree (3) years after final payment under this Agreement. SECTIONIO, MISCELLANEOUSPROVISIONS. 10.1 Attornevs' Fees. Ifeither Part y to this Agreemcnt brings any action, including an action for declaratory relief, to enforce or interpret the provision ofthis Agreement, the prevailing Parry shall be entitled to reasonable attomeys' fees and expenses including costs, in addition to 267rl0I85E-000t 7610421 2 !08/29119 -l l- any other relief to which that Party may be entitled; provided, however, that the attomeys' 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 ofthe litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Applicable l,awtYenue. The intemal laws ol the State of Califomia shall govern the interpretation and enforcement of this Agreement. ln 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. I 0.3 Severability. lf 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 Subheadinss. The section headin gs 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 Imolied Waiver of Breach. The waiver of an y breach ofa specific provision of this Agreement does not constitute a waiver ofany other breach ofthat term or any other term of this Agreement. 10.6 uccessors and Assi . The provisions ofthis Agreement shall inure to the benefit oland shall apply to and bind the successors and assigns ofthe Parties. 10.7 Consultant R eDresentative. All matters under this A greement shall be handled for Consultant by Jim Uhl ("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 ntract Administratio . This Agreement shall be administered by a City employee, Mandy Stephens, Executive Assistant ("Contract Administrator"). All correspondence shatl be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalfofCity 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. 10.9 Notices. Any written notice to Consultant shall be sent to: BREAKING THE CTIAIN CONSULTING Attn: Jim Uhl IO42 N. MOUNTAIN AVE, UNIT 8.724 UPLAND, CA 9I786 26?t/0ltE58-000r 1630421 2 ^0E129/19 -12- Any written notice to City shall be sent to the Contract Administrator at: City of Menifee 29844 Haun Road Menifee, CA 92586 Attn: Mandy Stephens, Executive Assistant with a copy to: City Clerk City of Menifee 29844 Haun Road Menifee. CA 92586 10.10 Professional Scal Where applicable in the determination of the Contract Administrator, the first page ofa technical report, first page ofdesign specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed prolessional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with reporVdesign responsibility," as in the following example. Seat and Signature of Registered Professional with re rtldcsi rcs onsibilit l0.l I Rishts and Rcmedies. Flxc ept with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies olthe 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, ofany other rights or remedies for the same default or any other delault by the other Party. 10.12 lnteeration. 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 ofthe authorship of this Agreement or any other rule ofconstruction which might otherwise apply. l0.l 3 Countema4s. This A greement may be executed in multiple counterparts, each of which shall be an original and all of which together shallconstitute one agreement. 10.14 Execution of CqllllaEt. The persons executing this Agrcement on behalfofeach 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. 267r03185E-0001 1630421-2 s0at29/ l9 -l3- I 0. I 5 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance ofthis 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. I 6 No Third Party Beneficiaries. With the exception of the specific provisions set lorth 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. I 0.1 7 Nonliability of City Officers and Emplovees. No officer , official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event ofany default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach ofany obligation ofthe terms of this Agreement. 10.18 No Undue Influence. Consultant declarcs and warrants that no undue influencc 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 ofthis Agreement or any work to be conducted as a result of this Agreement. I 0. I 9 No Benefit to Arise to Citv Emoloyees. 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 (l ) 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] 267tl03185E-0001 163(/,21 2 a08/29/ lt)-14- lN WITNESS Wl lt-REOF. the Panics hcreto havc exccuted and cntercd into this Agrccmcnt as of thc Lffectivc Datc' ( \ ()t \lt-\llt-u (()NSI.JI-1 AN Itcsl l\lclching.Anorncy Uhl.Ou'ncr Jim Uhl. Ou'ncr lc-rk INt*c: I oUicer's signaturcs rcqurrcd if ( onsultant ls a torporation. unlcss providcd with a ccnit'icatc of sccrctary in'licul .t , .]-15- 0.i .-z Z;+iJ_-! r\_,1,.t-,< Annando C. VrlS- GitY Manager i(l i t)nr'l: "t ls lN WITNESS WHEREOF, the Pafties hcreto havc executed and entered into this Agrcement as ofthe Effective Date. CII'Y OF MENIFEE CONSULTANT Armando G. Villa, City Manager Attest: Jim Uhl. Owncr Jim Uhl. Owner [Note: 2 officer's signatures required if Consultant is a corporation, unless provided with a certificate of secretary in-lieul Sarah A. Manwaring, City Clerk Approved as to Form: Jeffrcy T. Melching, City Attorney 167 I /0t I lr51{-0rl) I 7610421.: a0ll/29/19 -t5- EXHIBIT A SCOPE OF SERVICES Consultant shall provide City of Menifee Executive Staff: Team Building & Organizational Health Workshop, as further detailed in the following pages, in the not to exceed amount of EIGHT THOUSAND DOLLARS AND ZERO CENTS ($E,OOO.OO). 26?r/01r 3t8.0001 7630421.2 aOAl29/19 EXHIBIl- A ll).12 \, Uonntxin {rc. t nil B,r2J t rpland. (-',\. g l7tl6 aa i)0q-e08_582It unu,llrr:aLingThe( hain( orrrrlling.conr Breoking The Choin Consuhing Septenrhcr 10. :019 Mandy Stephens City llranager Executive Assista[t City of Menil'ee 1984,t llaun Rd. I4enifee. CA. 91586 Dear Nlrs. Nliuld\ Slephcos. 'l hank you tbr considering Breaking the Clhain Clonsulting. We exist tbr one simple reason: We build STRONG leaders & teams hecaute the cost ofdisen4agemenl is nore |hon.iust your We pronrise to deliver nothing shorl ofan enlighlening and translbfina(ive experience lbr.vou and your e\ecutive leadership team. T he following is a proposal of services for the City of Menit'ee: 2-Dry Teom Brilding & O*lnizdiorul Heulth ll4rkshop 2-Day Team Building & Organizational Health Workshop (Executive Leadership Team) 'I his worlshop is based upon two [e! frameworks: l. Strengths Based Framework 'fhis workshop will lqlfocus on what is wrong or weak with your leadership team l his workshop rvill 491 be a ruh-ruh set;sion lr ll ol'impractical/rfi Each team rnember will take the Strengths linders 1.0 Assessment. which will identify their dominant. natual talents. Through thc skillcd f'acilitation of Gallup Cedified Strengths Coach. yourteam will learn o naw. yct natulal. and comrnon language rclatcd to strcngth-hased leadelship and torkplace pcrformancc. 267tl0IE5E-000t EXHIBIT A l'nliLc \1.'rcrs t]riggs ud DISC. tlis is 4q1a pcrsonalit! tcst. lnstad. thc StrlnglhsIindcr 2.0.\s,.,rssn(.nl rs .lll ,rhor lhc dc\'cloFmrcnl ol- indi!idral. l,:anr. otd I etdership pe rf br nu n c t. 'llris sorLshop till id.ntil\' and huild uptrn indi\ idual fild lcnm tilcnls and us.' lh.ric naluralh occurring lale ls to delelop Practical slrnlcgles onl I ll"'.oming a hcalth)'. slrong. mgagcd. and high pcrlirmring lerdcrship t('xnr 2. Reinlbrcing lha claril\ (tf!ou, orgarizalional purpose and \,llues J. Id('ntif)'ing u'lut is rnosl intponart right rrou' for thc Cit\ of \lcnifct' md dc|cloping stratcgirs dral \rill achil:\'c lhcsc !isiona^ oulcom$ .1. \lali g lhe cullure of \lenille rnre thal is healthr. srrstairrahle. .utd preNier plice lo bc 2. Oryanizational Hcslth Framorork To [^- succossf'ul. an orgaflization [lusl lirsl achicvc an environmenl ol organl:o onal health (Oll). lleahhv organizrtions are ma.lied b\' liv. kev chrractcrisrics: l. N[inimal politics (mininral self-ser\'in8, agendas) 2. Minimal conl'u,tion (claril) ) 3. tligh nlorale 4. ltigh produclitit)' 5. Lo$' atrition (trncioni.2012) (rH is i tr lhpher. Il incrcascs ard optinrir.s \.our or8irnizalionul tlllcnt. inlcllig.'tlcc. engrsenrenl &rd rcsult-\. In other $ord\. ()l I enhances )'tur ahilitl to sttategire. budget. markct. n d tsc t.chnolog\ to \ our plrlbnDan& ild\ atrtitge. Builtling ( )l I requires f,nrr essentiil p:rlhl. l. Build a cohssile L'adcrship tcarn 2. C.. e o,ganiztional clart]" b! rnsrrering six essential quesliorlr . lVhy do we esist? How do rvt hchave'l What do 1vc do? - IIow ruill *r. succccd? Whal is mosl imp(rlarl riBhl Dorr? , Who must do whnt? 3. O|ercommudcatc this claritl' 4. Rcinlbn-c this clarilr 2671/0318s8,0001 7610,121.2 a00/00/00 2- 'lhis procrss tal,,cs a littlc timc and cllbn orl th. front cnd. but it 8l.r/.utees su.ccss on thc bac'k t'nd. tsr.akrng 'lhe Chaan Consulting rlill suecsstidh guidr \our.sccutt\'. tcam lhrough this pro!!"ss. What Your 2-Dal Team Euilding & OH Worklhop Will Lrxrk Like Thi ; )-tlul t orkshctp Llt)es not h.tvp k) tx'c r l\-o c\od .1o,\'\ t n u 'l.ttr. ,\t puhlic secbr lendcrs. rre understrnd g€llin8 x\rl\ l.or t\!o l'ull d:r\s in a ros'nright be ch.rllertSing. I'revious clicnl\ havc spraad lhcir 2-dn\'$orkshop o\'ar a pariod ofnro monlhs ntrd tha otltconrc wasjusl ils eftictire \\'e rvill do rrhi]l is m(xl co venienl lilr \.ou ilnd \1)t[ lerdershil tcam 'l-o ma\imirc lh.' ctT.cli\'cn$s ol-lhis LTilrlJnl pharc. it is im1^..ratitc lhc mcnrhcr:i of \lxrr Ieadership te:un be irvoh'.d in { prooess lhal ho estlv idenlilies. evaluates. and ma:iimiTes lhcir cue*nt strctrgths ard OlI. Tht teu thou!.l he no tot? than l:- 15 people and should 97!S tncludt those v'ho hove th. atlhorn)- b shape lh.'v\pn- dtrectKrn. and ctrlturc ol lonr deparl enl or orgunladtr{rr. Small al lbcused tcanls nrake the bcst use ol'their time b} a.\L hg csscrltial q[lxtions ard engagiog in cffc.rivc dialogu.. \\hich pro lotes critical alrd rrcatilc thinking and prohlcnr solving. 'hro r\sslssmcnts arc condue'tcd prior to and lblloNing rlrc OII procr'ss to dclcmrinc ifflodcribl. impnx'.tnr'nls har'.'hcrn made in ()H &nd dnplttvcc cngagcnt.'lll. Prior l(r thc \rorkshop. cach lerder \!ill lo do lhe I'r)lloN rg: Onllnc Te.m .{s!cssmml: This asscssnrcnt idct ili.s lolu lcadu'rship lcam's cur.nt slreflgth as il relates t(\ c lnte. o1t\1. conlltct. corrt,t,tlr ent. uccottntahtltl). anl retultt. TlEsr rcsulls arc uscd bY thc facilitator and tll!'l.ad!'rship t.afl io d!'l'clop arr] n.ccssa ' improlenrenl st.atcgies. h is highh recomnletd.d th. Oolilre Teanl .AssessfieDt hc laken once again. appro\imalel] lbur to sis nxxlths aRer our i itinl $orkshop. so a contparison r!'pon can b! crcnt('d to mcasurc llhat stridcs thc lcadership tcarn lras nradc (S56.50 li('ens. person cn. ,ssessmenl) ( llllon st rength st'ln der 2.0 A!(ressmcnl: lhis rsscsrnront \Iill id.'ililY !'ach l.'aDr member's donrinnnt tal.nls drd the lh('ilildor $ill us.lhctc tal. s du.ing actitilics lo huald laan cohrsr\'aness tuid angagc rcnt S49.99 license'person Full l.l Slrelgths R+on (Recomnrend('d) S19.99'license person 'l'op l'i\,i Stre EillN Repon Ther. ara t\\o readirg r>ptions lbr this 1\orkhol lionl $ hialt \ou can r'Io,rse [i>r 1'our tcam Eilher (rplion s ill add lre eodous l alue lo the \\ or}-\hop. Rending option t I lbcuses ntore oo heconring a hetter teurnmatc. Reading ()pti()n r;2 li)euses more on h{r\\ tour team nrdrlbers crn usc thcir top strengths to baner Iaad lheir personnal. .l 2671/03tEJE-000t 7610421 2 a00/00/00 -3- Reading Option l: The llanl llac 2l ll't1't to Be a Grcat Teannote (Gordon. 2015):'ltis irrspiring. shrrrt. uld cts\ to rcad hool is r!'ad b\ caoh tcanr nrL'nrb!'r snd rscd bv thc llcilil:rtor to leid 3ctivhies that lurthcr str.'rrgthcn lelrn cohesilenesr and engagenrcnl (rpprur. S20 tl(xrk) Re*ling o1xion 2: Sttaryth-llored Leolorsrr4, (R.th & ( onchi(., 200t):'I'his book c\plorcs thc s.i.n.('and logic b(hind sl('nglhs-bas.d ps\.holog\'. lt dcrlrorlslratcs ho$ l[()ti ing flnd li^..using (m on,:'s slrcnglhs trrr inrpor c lc.rdcship. cnrnl()\'ct cne.rg!'rncnt. lnd is the pnlh\ril\ lo providulg lhe lbw ersenlial needs ofeve 'le:xn Inerrber a|ld folloncr: Irnst cottptls on. sktbtltl). & hope \^ppro)r. S25 book) DLt) ()ne (und purt ol I)4 2t IJut ll u ('oheu rv T eurr. The ahole assessrnotls pror ide lhc l'a,rilitalor and thc t.arn \r ilh robusl i|asight and und!"isterding ol'their ctlrrcnt Oll. tcrm. md indi!idurl slr.nglhs. llu rral nragic huppcns $h.n thc facililutor guidcs thc lcodcnihip teum through an cnlightorirtg nr(r-.ss i)l'l,r lhct le\erage their illdi!idual xnd tdiut] slrengths lo give lhcm rn orgnniralional pcrlbrmancc adr antagr'. Dd) Trn) (-redtng ( , g.1nt:ottondl ('lunt) r During lis pan olthe process.lhe facililalor \rill guidc lhc c\cculitc lcarlcnhip lcrnr thnrugh a proccss ansucrr lnd rlignn thc Icrmr aft)utld \i\ csscntialqu!'stions. lh.'s. qursti{)rs !\'illdc\rlofi \our organirrliorral purposr- !al!Ns- tutd tlrnl stratcS\': L \\'hr do *c crist l 2 How do rvc behate? 3. \\'hat do *c do? 4. llorr sill se snccced'l 5. U'hat is,nosl impon:urt riglr ro\r? 6. Who must do rihat.) The Plal book; A Meaningful & Practical Outcome L'nlbnunalcl)'. mo$l lclm building $o.l,"shops l'ilil and arc { lolal uaslc oftiflr.. ,\l thc cnrl ol' lhcsc \rorkshops thc p{rlicipBrl{ cithcr: L \\'rll au av rr ith absohrl(l\ ndhing tangiblc or practicnl to sho\r l'or their timc Bnd cllbrl 2. .\r.'providcd an rrDrciL\onahl(' arrd \'()lu,llinous docuficnl rrith a lisl olla\ls thal $ill ncilher be lbllolr.d up on nor accomplishcd. l hs vtll |l)'l he y<ttr etperrctce or outconel l:-ntat I ht: l'ldJ'hd*- h rsl d vs oll.r lhc complclion ol'1-our $ orLshop. cach p,rrticiponl u il l b! prolided a cu\ton nrxdc. highl\ acccssihlc. pr.lctical. and visurllv lttractilc d(xunlcnt lhat nol onll clptur.s th. spirit o[ .r.^lhing thar $as !'r.xled and leam.d as team. it \r'ill be the \'.N tool that guidcs c\cn fulurr lcxd.'r:ihip mctting lrnd dccision nr dc b\ lhc Cit\ ol \l.nil'.'c l.'adcnhip lcaDr, .l 267r0lrEJE.000r 76!0421 2 a00/00/00 -4- Prcr iou,' ('licntr ()ur tc.rm building and organiz:rtional hcttlth linm!1\orl nol onlt'rorls. it can bc upplicd to an\, proli*sioll. 'lhe lirll(^\ i g:rc sorre ol-our rnost r.ccDl cliellts . .{tdscadcro Policc l)cpafimcnl . '\-ilpa Count! Iirilding Dcpannrent . BurbaiL Cofinru ill D,:rclopmr'nt . Burbar . Public \\'orks . Ilurb:lnl l.xndscrpr & ljorcsh Training C()nsidcrati(,,ns 'l'iriIi g:rt iul olliite l:rcilil\ is uftinrrl tbr buildirg leanr cohesi(nr. hut rl lur hudgct cannol aclomnrodal.. lhis. $c \rill cenrinl) \rorl around this challcngc und $ill slill n1rl,: \otr lrarning r highl\ coh.si\e clld trflnslilmrxliurxl r'\pcrt$ra lJollattt ltn..: \ qr choosc thc locxli(u xnd \tc sill lrring a lrrursfrrnnnti\e \iorlshop. \\'c rr ifl train up lo l5 pxni.iprnls for lhc i-Dul"leunr l]rulrhrry, &' ( hgiJnt:auonll Heulth lr rrhrop th!'Citi'of \lcnif.\ orthcir co$tra.tcd \ ('ndor \rillbc rcsponsiblc for providing thc lrrining silc and trrining aids. such as $riling irslrum!'nri and matcrials. cascl stand\. ca\cl charls.;rs sellus r I'o\r(rl\)int projcclor. screen. or LCI). and nudio visual considerations Feer for Sen icer s6.000 'Ilrree-da} l\orl,rihop (prolissionalll & rkilll'ull) l'acilitared h] ! Gallup Cenitied Slrengths Coarh arrd C..\. \lnster Instructor. prc- $orl\llop onlinc a\scssr !'nl rr\ icu. Strcngth,Findcr 2.{) &\sessnreDt re\ ielr . c u\l lnrni7ei I'lu) book. urd full rccers ihil ih' t() me an]'time prior lo und tbllo$ing the \rorkshop) . $56.50 o $19.9 or 3 49.99 o S2G25;book ( )rr lin.. l carrr ,\ss.'ssnr('nl ( cost pr.r liccns(. pcnion iiss.ssurcnt ) CliRon Strcngtlulirdcr 2.0.\scssrn.nt (cost pcr Iiccnsc) The Hurd Hot (G\ndorl 2015) ot Strength llased l-eutle r? ( Rath & Conchi':. 2009 ) FolloN-up tcatr facilitatior rcg.rding sccond onlinc Tcanr Anv Ir.rlcl & lor.lging cortr s5fi) 'I 1I) 5 2671/031858,000t 7610421 2 a00/00/00 -5- .,1n travel. car rentol, ntrleage. and lodgng cotls ore bdsetl on atrenl rates. EwD atte tpt ts nule lo secL the ktwett ayllluhle ruler und oe-e lft nng services und dates are ul4reul uyn. I \t'ill i rnediatel)'lock in the lo$est rates. ll'\ou n.cd additionll irrlirrnration. plcase let us kD(N. \\'. grsall) looL lbnr d to pulnerirrg rvilh l}e Citv of \lenilie and rlelivering slllt rre promisc lo he a tirn. productive. and translbmrative leaming en\irorulrenl, Sirtccrelv. frhrut Jirr t'hl. ljorrd('r & Chicf l,:adcnhip ()liccr The belo* stgnamres tndrcate Dreaking The Chah Contulting ond The OU of.\Ientfee dgree to the ahor'e hslel lert t ond d)ndtltons ,.lll estnrules aru hest e\linules uml :fihpcl lo mtrlor changes. llotr'ever. n)'olher stgnlicant olkdrutiow to thts agree Nnl wtll he dscussed tn good Jatth and dgreed upon bS'both pornes. l)xlc Jarncs ['hl- Chicf I ^'adcrship ( )llic.r 8,,: ing lhc Chain Conruting Drlc: \landr Stcphtns. Citr \lrnagcr ll\cculi\,c.\ssl Cit) ol'\lenilie 2671/03 t858-000t 7610421 2 a00/00/00 -6-