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CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
2OI9 DEMOGRAPHIC MARKETING STUDY
ROF SSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
2019 ("Effective Date") by and between the CITY OF MENIFEE,
unicipal corporation, ("City") and DERRIGO D EMOGRAPHIC STUDIES a
Sole Propietorship ("Consultant"). City and Consultant may sometimes herein be referred to
individually as a "Party" and collectively as the "Parties."
SECTION I. 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. ln the event of a conflict in or inconsistency between the terms ofthis Agreement and
Exhibit A, this Agreement shall prevail.
l.l Term of Services. The term of this Agreement shall begin on October 18,2019
and shall end on June 30.- 2020 unless the term of this Agreement is otherwise terminated or
extended as provided for in Section 8. The time provided to Consultant to complete the Services
required by this Agreement shall not affect City's right to terminate this Agreement, as provided
for in Section 8.
1.2 StandardofPerformance. 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 Assienment of Persoffiel. Consultant shall assign only competent personnel to
perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment ofany such persons, Consultant
shall, immediately upon receiving notice from City ofsuch desire of City, reassign such person or
persons.
1.4 Iiqg. Consultant shall devote such time to the performance of the Services
pursuant to this Ageement as may be reasonably necessary to satisfy Consultant's obligations
hereunder.
I .5 Authorization to Perform Services. Consuhant is not authorized to perform any of
the Services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
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SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not ro exceed SEVEN THOUSAND
DOLLARS AND ZERO CENTS ($7,000.00) 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 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 paynents 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 mamer
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 of progress bills; i.e., Progress Bill No. 1 for the first
rnvolce, 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 of the applicable time
entries or time sheets shall be submitted showing the name of the person performing the
Services, the hours spent by each person, a brief description of the Services, and each
reimbursable expense;
e. The total number of hours of work performed under this Agreement by
Consultant and each employee, agent, and subcontractor of Consultant performing the
Services hereunder necessary to complete the Services described in Exhibit A;
Receipts for expenses to be reimbursed;
The Consultant Representative's signature.
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee. CA 92586
2.2 Pa\.rnent. City shall make 50% ofcost payment within 5 days ofexecuted con(ract
and pay the balance upon delivery of services rendered complete.
f.
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Invoices shall be submitted to:
2.3 Total Payment. Ci ty 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
lo the submission ofsuch an invoice.
2.4 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
2.5 Reimbursable ExDenses. Reimbursable ex penses are included within the maximum
amount of this Agreement.
2.6 PaymentofTaxes.Con sultant is solely responsible for the payment ofemploynent
taxes incurred under this Agreement and any federal or state taxes.
2.7 Parrment Termination In the event that City or Consultant terminates this
Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and for reimbursable
expenses as of the date of written notice of termination. Consultant shall maintain adequate logs
and timesheets in order to verify costs and reimbursable expenses incurred to that date.
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all
facilities and equipment necessary to perform the services required by this Agreement. City shall
make available to Consultant only physical facilities such as desks, filing cabinets, and conference
space, as may be reasonably necessary for Consultant's use while consulting with City employees
and reviewing records and the information in possession of City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of city. In no event shatt 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.
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
lnsurance, indicating that Consultant has obtained or currently maintains insurance that meets the
requirements of this section and which is satisfactory, in all respects, to city. consultant shall
maintain the insurance policies required by this section throughout the term of this Agreement.
The cost of such insurance shall be included in Consultant's compensation. Consultant shall not
allow any subcontractor, consultant or other agent to commence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereofto City. Verification ofthe required insurance shall be submitted and made part
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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 ofthe Califomia
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with [imits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident, ONE MILLION DOLLARS ($ I ,000,000.00) disease per employee, and ONE MILLION
DOLLARS ($ I ,000,000.00) disease per policy. In the altemative, Consultant may rely on a self-
insurance program to meet those requirements, but only ifthe program of self-insurance complies
fully with the provisions of the Califomia 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, ifinsurance is provided, or Consultant, ifa program ofself-
insurance is provided, shall waive all rights of subrogation against City and its oflicers, officials,
employees, and authorized volunteers for loss arising from the Services performed under this
Agreement.
4.2 Commercial General and Automobile Liabili ty Insurance
a. General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occunence, combined
single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO
MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General
Liability Insurance or an Automobite Liability lnsurance form or other form with a general
aggrcg te limit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting therefrom, and
damage to property resulting from the Services contemplated under this Agreement, including the
use of hired, owned, and non-owned automobiles. r .1. , . i.,,i. r .
b. Minimum scope of coverape. Commercial general coverage shall be at least
as broad as Insurance Services o{Iice commercial General Liability occurence form CG 0001.
Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability
form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
c. Additional requirements. Each of the following shall be included in the
insurance coverage or added as a ce(ified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
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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 Li bilitv Insurance
This insurance requarement is waived as business and its agents do not visit any city ploperties.
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 Agteement in an amount not less than ONE
MILLION DOLLARS ($1,000,000) covering the licensed professionals' enors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or
self-insured retention exceeds TWENTY-FWE THOUSAND DOLLARS ($25,000), it must be
approved by City.
b. Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date ofthe 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. lf 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 of the following: (l) renewal ofthe existing poticy; (2) an extended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement of the Services under this Agreement. City shall have the
right to exercise, at Consultant's sole cost and expense, any extended reporting
provisions ofthe policy, ifConsultant 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.Accentabili of insurers All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in California
b. Verification of eoverage. Prior to beginning the Services under this
Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured
endorsement or policy language granting additional insured status complete certified copies ofall
policies, including complete certified copies of all endorsements. All copies of policies and
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4.4 All Policies Requirements.
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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: @
DEMOGRAPH IC MARKETING STUDY. The name and address for Additional lnsured
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.
Notice of Reduction in or Cancellation of Coverase. Consultant shallc.
provide written notice to City within ten (10) working days if: (1) 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.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
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 oflosses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall fumish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
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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 pusuant 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.
e. Deductibles and Self-insured Retentions. Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any ofthe
Services.
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 ofsuch insurance are either not commercially available, or that
City's interests are otherwise fully protected.
4.5 Remedies. In addition to an y 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 ofthe premiums
for such insurance from any sums due under this Agreement;
SECTION 5. INDEMNIFICATION.
5.1 Indemnification for Professional Liability. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent permitted by
law, Consultant shall indemni$, protect, defend (with counsel selected by City), and hold harmless
City and any and all of its oflicers, 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 ofany 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 judgnent (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 lndemnificati on for Other than P onal Liabilitv. Other than in the
performance of professional services and to the full 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,
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.
5.3 Limitati on of Indemnification The provisions ol 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
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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.
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 t Contractor. At all times during the term of this Agrcement, 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 Subparagaph 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 behalfofConsultant 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 povr'er to incur any debt, obligation, or liability whatever against City,
or bind City in any marurer. Except for the fees paid to Consultant as provided in this Agreement,
City shall not pay salaries, wages, or other compensation to Consultant for performing the Services
hereunder for City. City shall not be liable for compensation or indemnification to Consultant for
injury or sickness arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any
of its employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment by
City, including but not limited to eligibility to enroll in the California Pubtic 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. LEGALREQUIREMENTS.
7.1 Govemins Law. The laws of the State of Califomia shall govem this Agreement
7 .2 Comoliance with Apolicable Laws Consultant and any subcontractor shall comply
with all applicable local, state, and federal laws and regulations applicable to the performance of
the work hereunder. Consultant shall not hire or employ any person to perform work within City
or allow any person to perform the Services required under this Agreement unless such person is
properly documented and legally entitled to be employed within the United States. Any and all
work subject to prevailing wages, as determined by the Director oflnduskial 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 of Consultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the Califomia Department of
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 indemnifu, defend, and hold City and its elected and appointed
boards, members, officials, offrcers, agents, representatives, employees, and volunteers harmless
from and against any liability, loss, damage, cost or expenses (including but not limited to
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
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party performing the Services ofany applicable local, state, and/or iederal law, including, without
limitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section
1781 of the Labor Code, as the same may be amended from time to time, or any other similar law;
and/or (iii) failure by Consultant or any party performing the Services to provide any required
disclosure or identification as required by Labor Code Section 1781, as the same may be amended
from time to time, or any other similar law. It is agreed by the Parties that, in connection with
performance of the Services, including, without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks ofpayment or non-payrnent ofprevailing wages
under Califomia law and/or the implementation of Labor Code Section 1781, as the same may be
amended from time to time, and,/or any other similar law. Consultant acknowledges and agrees
that it shall be independently responsible for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Consultant shall require the same ofall subcontractors.
7.3 es and Permits. Consultant represents and warrants to City that Consultant
and its employees, agents, and any subcontractors have all licenses, permits, qualihcations, 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 ofthis Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notification to Consultant.
8.3 Conseouenc es of Termination ln the event of termination, Consultant shall be
entitled to compensation for the Services performed up to the date of termination; City, however,
may condition payment of such compensation upon Consultant delivering to City any or all
documents, photographs, computer software, video and audio tapes, and other materials provided
to Consultant or prepared by or for Consultant or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection l.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
for any otherwise reimbursable expenses incurred during the extension period.
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8.2 Termination bv Consuhant. Consultant may cancel rhis Agreement upon 30 days'
written notice to City.
8.5
all the Parties.
Amendments The Parties may amend this Agreement only by a writing signed by
8.6 Assienment and Subcontracti ne. Ci ty and Consultant recognize and agee that this
Agreement contemplates personal performance by Consultant and is based upon a determination
of Consultant's unique personal competence, experience. and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the
professional reputation and competence of Consultant. Consultant may not assign this Agreement
or any interest therein without the prior written approval 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 obli gations 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 upon Breach bv Consultant. IfConsultant materiall y breaches any of the
terms of this Agreement, City's rernedies shall include, but not be limited to, any or all of the
following:
Immediately 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 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 o f Consultant's Performance All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form that Consultant prepares
or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the
property of City. Consultant hereby agrees to deliver those documents to City upon the expiration
or termination of this Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to this Agreement
are prepared specifically for City and are not necessarily suitable for any future or other use. Any
use of such documents for other projects by City shall be without liability to Consultant. City and
Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other
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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 P roperty. This Agreement creates a non-exclusive and
perperual license for City to copy, use, modify, reuse, or sublicense any and all coplrights, 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. City shall not be limited in any way in its use of the 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 ks and Records . Consultant shall maintain any 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
the date of final payment to Consultant under this Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible.
9.4 Inspection and Audit of Records. An y 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, if the amount of public funds expended under
this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be
subject to the examination and audit ofthe 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.
10. I Attomeys' Fees Ifeither Party 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 attomeys' fees
awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services
multiplied by the reasonable number ofhours spenl 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.
267 V03 I 85E-000 I
161042l -2 a08/29119 -ll-
10.2 Aoolicable Law: Venue. The intemal laws of the State of Califomia shall govem
the interpretation and enforcement of this Agreement. In the event that either Party brings any
action against the other under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in Riverside County.
10.3 Severabilitv. If any provision of this Agreement is held invalid, the remainder of
this Agreement shall not be affected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
'10.4 Section Headinss and Subheadines. The section headings and subheadings
contained in this Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of
this Agreement does not constitute a waiver ofany other breach of that term or any other term of
this Agreement.
I 0.6 Successors and Assiens. The provisions ofthis Agreement shall inure to the benefit
ofand shall apply to and bind the successors and assigns ofthe Parties.
10.7 Consultant Representative. All matters under this Agreement shall be handled for
Consultant by Mark Derrigo ("Consultant's Representative"). The Consultant's Representative
shall have full authority to represent and act on behalf of Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services, using his
best skill and attention, and shall be responsible for all means, methods, techniques, sequences!
and procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
10.8 City Contract Administration. This A greement shall be administered by a City
employee, Gina Gonzalez, Economic Development Director ("Contract Administrator"). All
correspondence shall be directed to or through the Contract Administrator or his designee. The
Contract Administrator shall have the power to act on behalf of City for all purposes under this
Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction
or orders from any person other than the Contract Administrator or his designee.
10.9 Notices. Any wriften notice to Consultant shall be sent to:
DERRIGO DEMOGRAPHIC STUDIES
Attn: Mark Derrigo
40881 Sandpiper Court West
Palm Dese(, CA 92260
Any written notice to City shall be sent to the Contract Administrator at
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Gina Gonzalez, Economic Development Director
2671l0318584001
76104.21.2 a0anqt19 -17-
with a copy to
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
10.10 Professional Seal Where applicable in the determination of the Contract
Administrator, the first page ofa technical report, first page ofdesign specifications, and each page
of construction drawings shall be stamped./sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and
Signature of Registered Professional with report/design responsibility," as in the following
example.
I 0. I I Rishts and Remedies. Exc ept 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 Party ofone 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 default by the other Party.
10.12 Intesration. This Agreement, including the scope of services attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City and
Consultant and supersedes all prior negotiations, representations, or agreements, either written or
oral. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
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. I 5 Nondiscrimination. Consultant covenants that, by and for itsel( 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.
- 13-
Seal and Signature ofRegistered Professional with
report/design responsibility.
2671/01 1858-000I
7610{21-2 iOAAY19
10.16 No Third Partv 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. I 7 Nonliabilitv of City Officers and Emplovees. No ofhcer, 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 of any obligation of the terms of this Agreement.
I 0. I 8 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any o{Iicer 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 oflicer, employee, or agent of
Consultant, in cormection with the award ofthis Agreement or any work to be conducted as a result
of this Agreement.
10.19 No Benefi lo 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.
ISignatures on Following Page]
267 t/01 r 858-0001
7610421.2.0829/19 -14-
CITY OF MENIFEE CONSULT
4--z
J
Armando G City Manager
A City Clerk
to Form:
lching, Ci
Mark Derrigo, Owner
[Note:2 officer's signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
2671l031858-0001
'761U2t.2
^08t29tt9
- 15-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
Attest:
I
4
EXHIBIT A
SCOPE OF SERVICES
26?l/011858-0001
7630421.2 a0E/29/10
EXHIBIT A
@ DERRIGO
STUDIES
" T H F, D EMOC RA P H IC SOI,I'TION"
COIITRACT - DEUOGRAPITIC MARKETING STUDY
I I:trit{at. T,r\ tIt 9(.!r!rD6l
ItTt,[:t).\t Ei
" l'he infl,Imrtion onlriDed or lrid ilud!' ir obtrincd trom 3ourcer l hrt $e drcm reli.bla lve hrve no reasxt to
doubl it$ ronrr.q, but [edo nol 8u. nlr!il.
40681 Arrdplpcr Court Wc.t P.lm Desert, C.llfornta 9226O
TO: CITI'OF MD\;lFEE.297lt .[Ul; ROArr. .+tElilFEE. C.lI IFOR ;1.4 92std
DerriSo Detrogrrptic Sludks nill lurnirh rll mrt.rirlc md pcrlorm .ll hbor trccetirrr to (omplete rhe foflor.int:
S'|uDt' LOCATION: QII'Ol' ltrEitlt,jE.TliD SLtRIIOUNDING IiJI'ER.SIDE LOUNTI'. C4 lORltLl
,\ll lhr rbore $orl $ill h.'comdelcd b! rppro\imrlflt @bg!L2!!2 l'he totrl pryment duc for the $ludt
outlilr.dlnlteiiton!(ll.ba,fti3Se]E,fldt,,,rld&ndllnDolldBtS7,.M,Thep.!rn.nt3.h.duhl!on.
huodrd Fr(aot (lUPc) plrrblr uF,l Dcc?mtcr 6. 2019, A(Iry.) P3neltr;ill be eccrsred ifthe tts(x hif
p.r:mcnl is nol re<?irrd $ilhin lhirl) dr!'s from deliler) otlin.l drrll ofstud),
An]- rhcrallon or dclirlion fronl lhc apccllicetionlt outlincil rlmtt ln ilcot onc (l) rcquiring .ddirionrl mstr for
m.lcrirlr or l.bor nol tnc.llicrll! oullinrd in itcm orc ( l ) sill hcmnr . crtrr chrrgc to bc s.l b! t crrigo SludlFl
rrd mula nrrt b. .8r.od uFh ln srhlng b]_ toth nrrths. Srld rddltioo.l ch.rges rr. r|rbl.d io thc atmc p.Imcnt
s.hcdule outllmd her.ln.bole.
Respedfulb Subnilted,
B\': ulLfl (Dzrfho
fre.riEo Sludi.s ir halth!' authorired to comdet. thc tvork tlin.d .]xrE
ACCLPTU) Bt: PRIN'I NA-N[:
(l) An .critl Dhorogt.Ift tith l$o i^p.r.tc or..rl.!n including r Dcmotr.nhic Anrllrir (hcrh! rnd r Sub.liririon
.tcririry olerl+-. hc DEMOGRAPHIC ANALYSE OVERL,4Irri[ dirptrl.rctecd dcnotrrphic drtr
including Fr reclor or (en!{! trrcl, eilim.lt5 on Frpulaliont nunb+r of housiog unil$, .r€rrge pctlon! p+r
houiehold, mdirn hout{,hokl inrumc.nd mcdirn rrlurof hou}int. fneSUllDlVlSlON ACTMT'Y
OVERLAY t,ill displrunchor relriler loc.tior\ .Bidenti.l ruMir irion rcti$it} including per lubdiririo r
Scncr.l localion, n.mc ofrppli(ant, num b.,r of lrnils, IrDc ofunitr rnd {rtos $ ilhin thc rcsFctir c Dl.nning
deprrlmenlr. Ilolh rborc o{tlih€d ilturtrrtion3 $ill !ho$ mrjor rord ertltniiors ,\ DEMOGRAPHIC
REPORI'wilt strnm.rize findirgs for the subjcd rrr,r on dcmogrrphic ch.rrcterislics indudint FrFrlrti{xreirinrtes for 2020,2022 rhd rt lotal buikl out, crrrent number ofhouring units,..p.p.h. f.ctor, nrodirn house[old
inct rfie rnd msdi.n vrlue ofhourin8. The reporr ltill dircuir the immedirte .re. profile rnd detrilim.ll rdive
r(*id(rlti.l proj€tr Tha rcri.l photogr.ph to hc utilirad rr.. nos n in Augurt 201& ir color phaogrrph_v end rill
mvcl lhc r.mc rcgio[ includ.d in thc climl'r Fch.uer! ]0l9ln.lt:li.. D.ta ol| this itud\' $ill b. dal(d J.nl!.n.
2020. ( liml *ill rcccirc s PDF ofthc cnlirr r.ir cmeil. 'r
267tl03tE58-0001
7630421.2 100/00/00
EXHIBIT A
760.3 1().99{)4
D.ATL:: Odob& Io,2019
DERRI G O DEMOGRAP H I C ST U DI ES
STUDY INVOICE
SruDY cfi,r q y]eNrrEE aro glJRRoul{rxt{G
LOCATION: RwERTToE coI,NTY AREA
CALIFOFTIIA
DATE: OClOgm 10,20'19
t773I.\'t 0tct :
CUENT:CTTYOF UE FEE
2Sr14 tnUN RO D
tlE]{|FEE CA e2546
37,000.00
SUBTOTAL:
sruoY
fi,tcluDEs:UPIIATED EIIIOORAFHIC IIARKET|iI! REPOfl T
(r) corptErE tEFonr N Pr Foarar vr ErAtL
PAYABLE TO: DERRIGO DEMOGRAPHIC STUOIES, 4O88'l SANDPIPER COURT WEST,
PALM DESERT, CA 92260 P60)310490/r
26?l/03 r858-000r
763042 L2 800/00/00
FEDEnAL TAx lD, 96-3il5qfa
AMOUNT DUE AND PAYAALE BY DECEMBER 6. 2Ol9: 37,000.00
Ir:r