2018/03/05 Connect and Company, LLCCITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
this 5th day of March, 2018 ("Effective Date") by and between the CITY OF MENIFEE, a
California municipal corporation, ("City") and Connect & Company, LLC, a Limited Liability
Corporation (LLC), ("Consultant"). City and Consultant may sometimes herein be referred to
individually as a "Party" and collectively as the "Parties."
SECTION I. SERVICES.
Subject 1o 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 ofa conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
I .l Terrn ol Services. The term of this Agreement shall begin on March 5, 2018 and
shall end on March 4, 2019 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 re presents and warrants that Consultant is a
provider of first class work and services and Consultant is experienced in perlorming 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. ln 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 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.
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I .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.
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed NINE THOUSAND EIGHT
HUNDRED AND FIFTY AND 00/00 DOLLARS ($9,850.00) 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 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. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. I for the first
invoice, etc.;
b. The beginning and ending 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. 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;
Receipts for expenses to be reimbursed;
The Consultant Representative's signature.
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee. CA 92586
2.2 Monthly l)aymcnt. Ci ty shall make rnonthly payments. bascd on invoices received,
for the Services satisfactorily performed, and for authorized reimbursablc costs incurred. City
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shall have thirty (30) days from the receipt ofan invoice that complies with allofthe requirements
above to pay Consultant.
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
(o 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.
2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum
amount of this Agreement.
2.7 Paynrcnt ol'l axes. Consultant is solcl y responsible for the payment of employment
taxes incurred under this Agreement and any federal or state taxes
2.8 Paymcnt upon Termination. In 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 ofwritten 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.
SECTION4. 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
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2.3 Final Payment. City shall pay the last ten percent (10%) ofthe total amount due
pursuant to this Agrecment within sixty (60) days after completion ofthe Services and submittal
to City of a final invoice. if all of the Services required have been satisfactorily performed.
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 thereofto City. Verification ofthe 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 lnsurance 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 ($ I ,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 ofthe Califomia Labor Code shall be solely in the discretion ofthe
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 Comnrercial Cen nd Autonr Li cc.
a.Gencral retlu irements 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 ($2,000,000.00) products/completed operations aggregate. If a Commercial General
Liability lnsurance or an Automobile Liability lnsurance form or other form with a general
aggregate limit is used. either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting therefrom, and
damage to property resulting from the Services contemplated under this Agreement, including the
use ofhired, owned, and non-owned automobiles.
b. lljlimurn scope of coverage. Commercial general coverage shall be at least
as broad as lnsurance Services Office Commercial Ceneral Liability occurrence l'orm CG 0001.
Automobile coverage shall be at least as broad as lnsurance Services Office Automobile Liability
form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
c. Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
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a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the
policy shall not affect coverage provided to City and its officers, employees, agents,
and volunteers.
a. General requirements. Consultant , at its own cost and expense. shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($ 1,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. lf 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
prof'essional liability coverage is written on a claims-made fonn:
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 after 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 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.
d. A copy of the claim reporting requirements must be submitted to
City prior to the commencement of the Services under this Agreement.
a. Acceptabili ty of insurers. All in surance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in California.
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4.3 Professional Liabilitvlnsurance.
4.4 All Policies Requirements.
b. V rifiaatian qlcoverase. Prior to be ginning the Services under this
Agreement, Consultant shall furnish City with Certificates of lnsurance, 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
cerlified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certiflcate of Insurance must include the following reference: media
Communications and Menifee Matters. The name and address flor Additional Insured
endorsements, Certificates of Insurance and Notice of Cancellation is: City ol Menifee,
29714 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.
Notice of Reduction in or Cancellation of Coverage. Consultant shall
provide written notice to City within ten (10) working days if: (l) any ofthe required insurance
policies is terminated; (2) the Iimits ofany ofthe required polices are reduced; or (3) the deductible
or self insured retention is increased.
d. Additional insured: primarv 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 ( I ) year after 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 Sell'-insured Retentions. Consultant shall obtain the
c.
e.
written approval of City for the self-insured retentions and deductibles belore beginning any ofthe
Services.
bcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
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During the term of this Agreement, only upon the prior express wrirten
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
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.
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 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
Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
c
5.1 Ind emnilication for Prof'essional Liabilitv Where the law establishes a
professional standard of care for performance of the Services. to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless
City and any and all of its officers, employees, officials, volunteers, and agents from and against
any and all claims, losses, costs, damages, expenses! liabilities, liens, actions, causes of action
(whether in tort, 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 fails 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 ofprofessional
services under this Agreement.
5.2 Indemnification for Ot her than Professional Liabilitv. Other th an in the
perfonnance of professional services and to the full extent permitted by law, Consultant shall
indemnify, protect, deflend (with counsel selected by City), and hold harmless City, and any and
all of its officers, employees, officials, volunteers, and agents from and against any and all Claims,
where the same arise out of, 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.
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5.3 Limitation of Indemnification. 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 oi
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. Atall timesdurin g the term ofthis 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 tirnes 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 indernnification 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 entitlernent to any contribution to be
paid by City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.l Governing Law. The laws of the State olCalifornia shall govern this Agreement.
7 .2 Compliance with Aoplicable Laws. Consultant and an y 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 ofthe State
of California, will bc 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 lrom the Califomia 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
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reasonable attomeys' 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 perlorming the Services ofany 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 ofSection
I 781 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. lt is agreed by the Parties that, in connection with
performance ofthe 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 Californ ia 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 responsiblc for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Consultant shall require the same ofall subcontractors.
7.3 Licenses and Permits. Consultant re presents 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 eflect 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 l'ermination. Cit y may cancel this Agreement at any time and without cause upon
written notification to Consultant.
8.2 Termination by Consultant. Consultant may cancel this Agreemenl upon 30 days'
written notice to City
8.3 eolrsequences 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 matcrials provided
to Consultant or prepared by or for Consultant or City in connection with this Agreement.
8.4 Extension. Cit y nray, in its sole and exclusive discretion, extend the end datc of
this Agreement beyond that provided for in Subsection Ll. 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.
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8.5
all the Parties.
Amendments. The Parties may amend this Agreement only by a writing signed by
8.6 Assignment and Subcontractins. 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 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 terminalion of this Agreement.
8.8 Ootions uoon Breach b Co nsultant . If Consultant materially breaches any ofthe
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 difl'erent 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
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 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 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. Il 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 ofsuch documents forother projects by City shall be without liability to Consultant. Cityand
Consultant agree that, until final approval by City, alldata, plans, specifications, reports, and other
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documents are confidential and will not be released to third parties without prior written consent
of both Parties unless required by law.
9.2 Licensins of Intellectual Propelly. This A greement 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 represcntation and warranty in regard to
Documents and Data which were prepared by design professionals other than Consultant or
provided to Consultant by the City. City shall not be limited in any way in its use ofthe 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 Bo oks and Records. 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 for a minimum ofthree (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.
o dA dit 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, ifthe amount ofpublic funds expended under
this Agreement exceeds TEN THOUSAND DOLLARS (S 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 of three (3) years after final payment under this Agreement.
SECTIONIO. MISCELLANEOUSPROVISIONS.
l0.l Attornevs'Fees. If either Part y to this Agreement brings any action, including an
action for declaratory relief,, to enforce or interpret the provision ofthis 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 ofhours 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.
9.4 Ins
-l t-267tl0r 1858-000r
?630335.2 a03/lll18
lO.2 Applicable Law: Venue. The internal laws of 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.
10.3 Severabilit-v. If any provision ofthis 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 Imp lied Waiver of Breac . The waiver ofany breach ofa specific provision ofh
this Agreement does not constitute a waiver ofany other breach ofthat term or any other term of
this Agreement.
10.6 Successors and Assi t'ls The provisions ofthis Agreement shall inure to the benefit
of and shall apply to and bind the successors and assigns of the Parties
10.7 Consultant R eDresentalive. All matters under this A grccment shall be handled tbr
Consultant by Andrea Suarez ("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 Adrninistration. This A greement shall be adrninistered by a City
employee, Gina Conzalez ("Contract Administrator"). All correspondence shall be directed to or
through the Contract Administrator or her designee. The Contract Administrator shall have the
po*ei to act on behalf of City for all purposes under this Agreement. Unless otherwise provided
in this Agreernent, Consultant shall not accept direction or orders from any person other than the
Contract Administrator or her designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
Connect & Company, LLC
690 Carlsbad Village Drive, Ste. 204
Carlsbad. CA 92008
Attn: Andrea Suarez
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: Gina Gonzalez
267tr031858-0001
76303i5 2 a03/13/lE -t2-
with a copy to
City Clerk
City of Menifee
2971 4 Haun Road
Menifee, CA 92586
10.10 Professional Seal. Where a pplicable 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 professional
responsible forthe 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
re rtldesi n rcs nsib ilit
l0.ll Rishts and Remedies. Exce pt with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies ofthe Parties are cumulative
and the exercise by either Pany 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 delault by the other Party.
10.12 lntesration. This Agreement, including the scope of services attached hereto and
incorporaled 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 of construction which might otherwise apply
t0.r3 Counterparts. This A greement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
10.14 Execution ofContract. The persons executing this Agreement 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.
10. l5 Nondiscrinr ination 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.
2671/011858-0001
?61031r.2 a03/13/18 -13-
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 Nonliabilitv of Citv O and Emolovees. No officer , official, employee, agent,lcers
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 ofthis 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 ofthis Agreement or any work to be conducted as a result
of this Agreement.
10. I 9 No Benefit to Arise to Cit Em nlovees. N o 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 ( I ) 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.
ISignatures on Following Page]
-14-26?l/03 t858,0001
?630335.2 a03/ll/lE
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as ofthe Effective Date.
CITY OF MENIFEE CONSULTANT
S
Armanda G. V la,ity Manager
ity Clerk
Melch Attornev
Suarez, Connect Communications
[Note: 2 officer's signatures required if
Consultant is a corporation]
J
2671/031858-000t
7630335 2 a03/13/18 -t5-
1
Manwarii{g.
ApproyEd as to Form:
. .ir,r,i'./'l *--
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE CONSULTANT
Armanda G. Villa,C Manager Andrea S uarez, Connect Clyrmonffi onS GwrganT, LL(.,
Attest:
S Manwari ng,Clerk
Appro to Form:[Note: 2 officer's signatures required if
Consultant is a corporation]
J ttomey
26' tr'ot I 858-000I
7610315.2 a03/0t/t8 -t 5-
EXHIBIT A
SCOPE OF SERVICES
Connect Communications
Scope of work
Letterhead projects
Envelopes
Business cards (Connect to provide template, printer to add employee info)
Employee ID badge (Connect to provide template, printer to add employee info)
PowerPoint slide deck (2-3 different options)
E-signatures
Adding department names to logo
Screen saver
Community services logos (15 total)
Agency illustrations/fonts etc. for logos
Communication tools
Social media skins--FB, Twitter, Insta Menifee staff+Connect
E-news update-- design for mobile
E-blast template--design for mobile
267tl031858-0001
?610115.2 !03/13/18 EXHrBll'A
2018059 t0555
Secretary of State
Articles of Organization
Limiled Liability Company (LLC)
LLC-1
IMPORTANT - Reatl tn3tructions bebrc complc og thl! tornt.
Flllng Feo - $70.00
CopyFeer - Fkstpago,t,00;oach a(sohrDent pogc SO.5O:
Codiilc2lion Fee - t5.00
/Vole. LLCE m.y havc lo p.y mlnlrnum 3BO0 t8x to th! Colforni! Ftanchjla Tax go8rd
coch yrra. For fibra lnlormallon, Oo lo lflrrs /Ii vtv llb-cn.gov.
rreoPnv
tlocretary ol state
Slate of CatibrniE
FEB 28 z01B y-
(a lhts space rotofllco Uso Onty'1. Lirniterl Liability Company Name ([icolnslnlll,olrs-Murtconlalnint-LCendlngtu.hacLLCorL.t-C...LLC.vrfibcadded.r,not,mltdod)
Connect & Company, LLC
2. Business Addresses
. r(lor Srr.ll AdCrori Dt Cttnr.d qfiaa h Crtonrr . Cb aot srar r p O goi
690 Carlsbad Village Drive, Suite 204
6 rdlar Mr'llrx, ACoN6i6 ol LLC tt.Ur.rad lto|r [.m 2!
3. Service of Proces3 (Mu!t provldr oither Indvldusl OR Corpon[o,].)
INOIV,OUAL - Complot. ll.ma 3! al1(, 3b ofily, i,tl!,t tnctu(k ogcnt,! futl narn an, Ca to.ih .tieot addrelr
o Colrornld Agontr frlBt Nsnr (I r0col t nol ;t .orpor!0oh)
Andrea Suarez
Slirt
CA
Zlp Cod.
92010
b 9lr.ol lddrosi (ll ogGf,t ir nor o cor
3575 Rock Ridge Road
pornthn) .0o not tnior . P.O. Bor Cily (no rbbr.vl.tlotrr)
Carlsbad
CORPORATIO - Comprcro ttom 3c. Onty tn Ldo tho netio o h. ragillr.d rglnt Corpontbn
4- Managomant (Sclect only one box)
The LLC willbe manag8d by:
fl one Manager I More then ore Manager [-l lrr tlc uremne4sy
5. Purpose Statement (Do not alter purpose Slatement)
The pulpose ol ths llmited llability company is lo engage in any larryful act or activity for which a lmited tiabi ty companymay bo organlzed under lhe C8 fornla Revlsed Unlform Llhlted liab lty Company Aci. .'-
6. Thc nnation conlalned herein,lncluding ln any anschments,18 true and correct.
Daniel Sprout
org sign here
Carlsbad CA 92008
Pdnl your ngme here
2017 Cd{o.ra S.(reu} ot lrae
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