2019/10/22 Liebert Cassidy Whitmore (LCW) 2019 Supervisory Staff Training & City Wide Staff Harrassment Training SessionsCITY OF MENIFEE
PROFESSIONAL SEIIVICES AGITEEMEN'I'
20I9 SUPERVISORY STAFF TRAINING & CITY WIDE STAFF HARASSMENT
TRAINING SESSIONS
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreernent") is made and effective
this I Z+i day ofAp12,,kf2g t 9 ("Effective Date") by and between the CITY OF MEN IFEE,
a Calif'omia muniiipal corporation, ("City") and LIEBERT CASSIDY WHITMORE (LCW), a
California Corporation ("Consultant"). City and Consultant may sometimes herein be referred to
individually as a "Party" and collectively as the "Panies."
SECTION I. SERVICES.
Subject to the terms and conditions set fo(h in this Agreement, Consultant shallprovide to
City the services described in the Scope ofServices, attached hereto as Exhibit A and incorporated
heriin by this reference (the "services"). Consultant will perform subsequent task orders as
."qr.rt"d by the Contract Administrator (as defined below), in accordance with the Scope of
Seivices. In the event ofa conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
l.l Term of Serv lces . The term of this Agreement shall begin on October 22,2019
and shall end on January 31,2020 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 ihi. Agr""rn"nt shall not affect City's right to terminate this Agreement, as provided
for in Section 8.
1.2 Standard ol Pcrlirr lrance Consultant represents and warrants that Consultant is a
provider of first class work and services and Consultant is experienced in performing the Services
tontemplated herein and, in light ol such status and experience, Consultant shall perform the
Servicei required pursuant to this Agreement in the manner and according to the standards
observed by a competent practitioner of the proflession in which Consultant is engaged in the
geographical area in which Consultant practices its profession and to the sole satisfaction of the
Contract Administrator.
ITI nt of Personn . Consultant shall assign only competent personnel to
perform the Services pursuant to Agreement. In the event that City, in its sole discretion. at any
iime during the term of this Agreement, desires the reassignment of any such persons, Consultant
shall, immidiately upon receiving notice from City ofsuch desire of City, reassign such person or
persons.
1.4 1j449. Consultant shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations
hereunder.
1.3 Assi
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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.
SECTION2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed THIRTEEN THOUSAND
THREE HUNDRED DOLLARS AND ZERO CENTS ($13'300.00) 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. ln 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 frorn 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 ofprogress 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 enrployee. 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
f.
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29844 Haun Road
Menifee. CA 925 86
2.2 hl Pa ment City shall make rnonthly payments, based on invoices received,
for the Services satisfactorily performed, and lor authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt ofan invoice that complies with all of the requirements
above to pay Consultant.
2.3 Final Pa c l'l . City shall pay lhe last five percent (5%) of the total amount due
pursuant to this Agreement within sixty (60) days after completion of the Services and submittal
to City of a final invoice, ifall ofthe Services required have been satisfactorily performed.
2.4 Total Payment. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement. unless this Agreement is modified in writing prior
1o the submission ofsuch an invoice.
2.5 Hourl . Fees for the Serviccs performed by Consultant on an hourly basisFc
shall not exceed the amounts shown on the flee schedule included with Exhibit A.
2.6 Reimb ursable ExDenses. Reimbursable ex penses arc included within the maxtmum
amount of this Agreement.
2.7 Pavment of Taxes. Consultant is solely responsible for the payment of employment
taxes incurred under this Agreement and any federal or state taxes.
2.8 Pavment upon Termin ton . In the event that City or Consultant terminates thisa
Agreement pursuant to Section 8, City shall compensate Consultant lbr 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.
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 lacilities 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 l'aci I ities.
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SECTION4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement. Consultant, at its own cost and expense,
shall procure the types and amounts ol insurance checked below and provide Certificates of
Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the
requirements of this section and which is satisfactory, in all respects, to City. Consultant shall
maintain the insurance policies required by this section throughout the term of this Agreement.
The cost of such insurance shall be included in Consultant's compensation. Consultant shall not
allow any Subcontractor, consultant or other agent to commence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereof to City. Veriflcation 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 w rkers'Com nsa
Commercial Ceneral and Automo bile Liabilitv Insura llcc
it Ceneral re ouirements. Consultan t. at its own cost and exPense, shall
Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability lnsurance lor any and all
persons employed directly or indirectly by Consultant pursuant to the provisions ofthe California
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability lnsurance
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. ln the attemative. Consultant may rely on a self-
insurance program to meet those requirements, but only ifthe program of self-insurance complies
fully with the provisions ofthe California Labor Code. Determination ofwhether a self-insurance
program meets the standards ofthe Califomia Labor Code shall be solely in the discretion ofthe
bonlract Administrator. The insurer, if 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 from the Services performed under this
maintain commercial general and automobile liability insurance for tlle term of this Agreement in
an amounr nor less than ONE MILLION DOLLARS ($1.000.000.00) per occurrence, combined
single limit coverage, lor risks associated with the Services contemplated by this Agreement, TWO
MILLION DOLLARS ($2.000.000 00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) producrs/complered operarions aggregate. If a commercial General
Liability Insurance or an Autonrobile Liabiliry Insurance lbrrn or other forrn with a general
aggregate limit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising frorr bodily and personal injury, including death rcsulting therefrom, and
damage ro property resulting I'rom the Services contemplated under this Agreement, including the
use of hired, owned, and non-owned autornobiles.
b. Minimum sco e of coverase. Commercial general coverage shall be at least
as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.
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Agreement.
4.2
Automobile coverage shall be at least as broad as lnsurance Services Office Automobile Liability
Ibrm CA 0001 Code 2. 8. and 9. No endorsement shall be attached limiting the coverage.
Additional requirements. Each of the followin g shall be included in thec
insurance coverage or added as a certified endorsement to the policy
a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the
policy shall not affect coverage provided to City and its officers, employees, agents,
and vo lunteers.
4.3 Prof'essi onal l,iabilitv Insurance.
a.Genc irements. Consultan t, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($ I,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 limit atrons . The 1'ollowing provisions shall apply if the
professional liability coverage is written on a claims-rrade tbrm:
a. The retroactive date of the policy must be shown and must be no
later than the commencement ofthe Services.
b. Insurance must be maintained and evidence of insurance must be
provided lbr at least five (5) years after the expiration or termination of this
Agreement or completion of the Services, so Iong 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 lollowing: (l) renewal ofthe existing policy; (2) an extended repo(ing
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement ofthe Services under this Agreement. City shall have the
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 clairn reporting requirements must be submitted to
City prior to the commencement of the Services under this Agreement.
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4.4 All Policies R e(l Ul rcm cn ts.
a.abilit of in rs. All insurance required by this Section is to be
placed with insurers with a Besls' rating of no less than A:VII and admitted in California.
b. Verification tll coverase. Prior to be ginning the Services under this
Agreement, Consultant shall furnish City with Ceftificates 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 Certifica
SUPERVISORY STAFF TRAININ
te ol Insurance must
G & CITY WIDE S
include the following reference: !!!l
TAFF HARASSMENT TRAINING
SESSIONS, The name and address tbr Additional lnsured endorsements,Certifi cates of Insurance
and Notice of Cancellation is: City of Menifee,29844 Haun Road, Meni fee, CA 92586. City must
be endorsed as an additional insured for Iiability arising out ofongoing and completed operations
by or on behalf of Consultant.
Notice ol RedLrction in or Cancellation of Coverase. Consultant shall
provide written notice to City within ten (10) working days if: (l) any ofthe 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;nfl rrarY lnsurancc 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 ( l) 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.
Decluct iblcs ancl Sclf'-insured Retentions. Consultarrt shall obtain the
c.
C
written approval ofCity for the self--insured retentions and deductibles before beginning any ofthe
Serv ices.
During thc 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
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retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
f. Subcontractors. Consuttant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shalt 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 ofsuch insurance are either not commercially available, or that
City's interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have if
Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option, exercise any of the following
remedies, which are alternatives to other remedies City may have and are not the exclusive remedy
for Consultant's breach:
a. Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work and withhold any
payment, until Consultant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
5. I lndemnification for Prolessional Liabilitv. Where the law establishes a
professional standard of care for performance of the Services. to the fullest extent permitted by
law. Consulranr 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 ctaims, 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 Indernnification r Other than Professional Liab ilitv 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
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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 Limitation of I ndemnification 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, oflicials, employees. and agents acting in an official capacity.
SECTION 6, STATUS OF CONSULTANT.
6.I lndeoendent Contractor. At all tinres durin g the term ofthis Agreement. Consultanl
shall be an independenl contractor and shall not be an employee of City. City shall have the right
to control Consuhanl only insofar as the results of' the Services rendered pursuant to this
Agreement and assignment ol personnel pursuant to Subparagraph 1.3; however, otherwise City
shill not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to this ngreement. The personnel performing the Services under this
Agreement on behall ol Consu ltant shall at all times be under Consultant's exclusive direction and
control. Consultant shall not at any titne or in any manner represent that it or any of its offlcers,
employees, or agents is in any manner officers, oflcials, ernployees, or agents of City. Consultant
shill 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,
C ity shall not pay salaries, wages. or other compensation to Consultant for perlorm ing the Serv ices
hereunder for City. City shall not be liable for compensation or indemnification to Consultant for
injury or sickness arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule. regulation, law. or ordinance to the contrary, Consultant and any
of its employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment by
City. including but not limited to eligibility to enroll in the California Public Employees
Retirement System ("PE,RS") as an employee of City and enlitlement to any contribution to be
paid by City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LECAL REQUIREMENTS.
7.1 Governine Law. The laws of the State olCalifornia shall govern this Agreement.
7.2 Comoliance wit h Aonlicable Laws. Consultant and an y subcontractor shall comply
with all applicable local, stale. 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 determ ined by the D irector of Industrial Relations of the State
of Calilornia, will be the minimum paid to all laborers, including Consultant's employee and
subconlractors. It is understood that it is the responsibility ofConsultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the California Department of
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Indusrrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465,466, and
467 by calling 415-703-4774. Appropriate records demonstraling compliance with such
requirement shall be rnaintained in a safe and secure location at all times, and readily available at
City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed
boards, members, officials, officers, agents, representatives, employees, and volunteers harmless
from and against any liability, loss, damage, cost or expenses (including but not limited to
reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any
inquiries or proceedings) arising fiom or related to (i) the noncompliance by Consultant or any
pany performing the Services ofany applicable local, state, and/or lederal 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
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 parly 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 California 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 Licenses and Permits. Consultant represents and warrants to City that Consultant
and its employees, agents. and any subcontractors have all licenses, permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective professions.
Consuttant 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 shallobtain
and maintain during the term of this Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. Cit y may cancel this Agreement at any time and without cause upon
written notification to Consultant
8.2 Termination b v Consultant Consultant may cancel this Agreement upon 30 days'
written notice to City.
8.3 uenccs ol' Te t'l In the event of termination, Consultant shall ben
entitled to compensation for the Services perfbrmed 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 olher materials provided
to Consultant or prepared by or for Consultant or City in connection with this Agreement.
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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 lor 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
lor any otherwise reimbursable expenses incurred during the extension period.
8.5 Amendments. The Parlies may amend this Agreement only by a writing signed by
all the Parties.
8.6 Assisnment and Subcontractins. Cit y 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 Op tions uDon Breach bv Consultant. lf Consultant materiall y breaches any of the
terms of this Agreement, City's remedies shalt include, but not be limited to, any or all of the
following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this Agreement;
c. Retain a different consultant to complete the Services described in
Exhibit A; and/or
d. Charge Consultant the difference between the cosl 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 RE,CORDS.
9.1 Records Created as Part of Consultant's Perfo rmance All rcpo(s, 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
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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. lt 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 lor any future or other use. Any
use ofiuch documenrs for other projects by City shall be without liability to Consultant. City and
Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other
documents are confidential and will not be released to third parties without prior written consent
of both Parties unless required by law.
9.2 IRESERVED]
9.3 Consultant's Bo oks 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 offinal payment to Consultant underthis Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible.
ection and Audit of Records.Any records or documents that Section 9.3 of
this Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Government Code Section 8546.7, if the amount olpublic iunds expended under
this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be
subjeci 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. MISCDLLANEOUSPROVISIONS.
'Fee . If either Pany to this Agreement brings any action, including an
action for declaratory relief, to enlorcc or interpret the provision of this Agreement, the preva iling
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 of hours spent by the prevailing Party in the conduct of the
litigation. The court may set such fees in the same action or in a separate action brought for that
purpose.
10.2 A licable nue. The internal laws ofthe State of California 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 Severability. lf 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
neve(heless be in full force and effect.
9.4 Insp
I 0.1 Attorne
267tl03 t818-000t
7610,121 2 a08/29,19 -ll-
10.4 Section Headinss and Subheadings The section headings and subheadings
contained in this Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 No Lnp lied Waiverof Breach. Thewaiverof an y breach of a specific provision of
this Agreement does not constitute a waiver of any other breach of that term or any other term of
this Agreement.
10.6 Successors nd Assir:ns. l'he provisions ofthis Agreement shall inure to the benefit
of and shall apply to and bind the successors and assigns of the Parties
10.7 Consulta nl ReDresentative. All matters under this A greement shall be handled for
Consultant by Anna Sanzone-Ortiz ("Consultant's Representative"). The Consultant's
Representative shall have fullauthority to represent and act on behalf of Consultant forall 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 Citv Contract Administration.This Agreement shall bc adrninistered by a City
employee, Daniel Alvarado, Deputy Human Resources 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 lhan the Contract Administrator or his designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
LIEBERT CASSIDY WHITMORE (LCW)
Attn: Anna Sanzone-Ortiz
6033 W. CENTURY BLVD 5TH FLOOR
LOS ANGELES. CA 90045
with a copy to
City Clerk
City of Menifee
29844 Haun Road
Merriflee. CA 925 86
267tl01t858-000r
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29844 Haun Road
Menifee. CA 92586
Attn: Daniel Alvarado, Deputy Human Resources Director
-12-
10.10 Prolessional Seal Where applicable in the determination of the Contract
Administrator, the first page ofa technical report, lirst 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 respons ibility," as in the following
example.
Seal and Signature of Registered Prolessional with
re rtldcsi n res n s ib ilit
10. il Rishts and Remedi cs.Except 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 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 lnteeration. This A greement, 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 of construction which might otherwise apply.
10. I 3 Countemarts. 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 fContract. The persons executing this Agreement on behalf of each of
the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behall of said Party' (iii) by so
executing this Agreement. such Party is formally bound to the provisions ofthis Agreernent, and
(iv) that entering into this Agreement does not violate any provision of any other Agreement to
which said Party is bound.
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.
10.16 No Third Pany Beneficiaris:l With the exce ption of the specific provisions set
forth in this Agreement, tl]ere 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 lccrs at'l d Emnloyees. No officer , official, employee, agent,
representative, or voluntecr of City shall be personally liable to Consultant, or any successor ln
267rl03 llt58-000 t
7630421 2 a08/29119 -13-
or their designees or agents, and no public official who exercises authority
responsib ilities with respect to this Agreement during his/her tenure or for one ( I ) ye
shall have any interest, direct or indirect. in any agreement or sub-agreement, or
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. l8 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any o{Ticer or employee of City in connection with the
iward, 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
Coniultant, in connection with the award ofthis Agreement or any work to be conducted as a result
of this Agreement.
1 0. I 9 No Benefit to Arise to City Em olovees. No member , officer. or cmployee of City,
over or has
ar thereafter,
the proceeds
thereof. for the Scrvices to be perlbrmed undcr this Agrecment.
ISignatures on Following Page]
26? l/01t8t8.0001
16304212 aa8t29lt9 -14-
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE CONSULTANT
.ri,{wn P-tLTltrt-
-fr.ea9ur< ( 'ftew^Vv1 furltae4.
fNote: 2 officer's signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]
y',rmando C.a, City Manager
Attcst:I
A. Manw ln City Cl
to Form:
Melching, Ci rney
C
2671/01t8J8-0001
?630421 2 a08/29/19 -t5-
).
SCOPE OF SERVICES
Consultant shall provide City of Menifee Supervisory Staff Training and City wide Stall
Harassment Training sessions. as furlher detailed in the following pages, in the not to exceed
amount of THIRTEEN THOUSAND THREE HUNDRED DOLLARS AND ZERO
cENTS ($13,300.00).
EXHII]IT A
267 t/031858-0001
7610421 2 a0E/29/19
EXIIIBI'I'A
Iff,[tt Lt Errnr C.lssrov Wurrir,ronr
@f WESTCENIURYBOUI-EVAND, 5FILOON
I'S.ANCTLE' C/IIIFORM^ 900115
T: (310) 981-2@0 Ir (310)3374837
ASANZoIE4RIIZDLCIVLEGALCO\4
i3rol9al-2051
October 17, 2019
Daniel Alvarado
Deputy Hurnan Resources Director
City of Menifee
29844 Haun Road
Menifee, CA 92586
Re: Training
Dear Da:riel,
The purpose of this letter is to confirm that Kevin Chicas will present the worksltops
regarding "i4mimizing Superrisory skills/or the First Line SuPenisor" on Tuesday, November
5u, Tuesday, November l9h and Wednesday, December I ls fiom 9:00 a.m. to 4:00 p m for
your supewisors, manragers and departrnerr directors. The total cost oftraidng will $9'000'
We would like to request the following audro-vrsual equipment:
o a microphone, preferably cordless (depending on the size of the audience)
. lcd projector and laptop (ifavailable)
o a small table near the lront ofthe room with electicity nearby (ifyou will not
be proudrng the lcd projector and laptop)
o a screen or blank wall
Closer to the above dates, I n'ill be emailing you a set of ongiml handout materials for
your reproduction. Please nole tial my email ad&ess is g!3l29!9gllizil!9glBl9!!q' It is
ixpressly rnderstood that the material used during this presentation, including written handouts
and projected powerpoint is being provided solely for the contracted workshop listed above.
This agreement warrajrts there will be no fuhue me of Liebert Cassidy Whitrnore material in
other trainings or formats without the expressed written permission ofLiebert Cassidy
Wldtmore. Any such rse will corstihrte a violation ofthis agreement and copyright provisions.
Acceptance of the workshop material indicates acknon'ledgment and agreement witi our
copyright use policy ou0ined above.
16 AJE€bs Sa.n Fraciso lFresno lSanDieSo I SadatrPnto
w1trj6{IeBaLcorn
267tl01lE58-0001
?610.121 2 n08/19,19 -2-
Daniel Alvarado
October I7, 2019
Page 2
cc Accouning
Ifyou have any questions, please contact me at (310) 981-2051. Thank you
Sincerely,
LIEBERT CASSIDY WHITMORE
(
Ama M. Sarzone-oftiz
Senior Training Specialist
267rl03 r 858-0001
7630421 2 a00/00/00
EXHIBIT A
llffif, LrEsrRr Cessrpy WSITMSRE
6O3l !!E5r CENTUnY EOULEVAiD, 5- !LOOn
l.oSANGELE' CAIIFORMA 9@45
T:(3r0981-2N !r(310)]07417
ASANZCNE-ORIZ'LCruCAL.Coivt
(3ro) 98!-205r
October 21, 2019
Daniel L. Alvarado
Deputy Hurnan Resources Drector
City of Menifee
29844 Halm Blvd.
Menifee, CA 92586
o a microphone, preferably cordless (depending on the size of the audience)
. lcd projector and laptop (if available)
. a small table near the front ofthe room wrth elechrcity nearby (ifyou will not
be providing the lcd projector a.nd laptop)
o a screen or blank wall
closer to the above dates, I will be emailing you a set ofonginal handout materials for
your reproduction. Please note that my email address is 4!38@Ez@&Elsglgll lt is
"*pres.iy
understoorl that the material rued dunng this presentation, including witten handouts
ani projected powerpoint is being provided solely for the contracted workhop listed above.
Tlus agfeement warr.ants there will be no future use of Liebe Cassidy Whitrnore material in
other trairungs or formats without the expressed wriften permission ofLiebert Cassidy
Whitrnore. Iny such rse will constitute a violation ofthis agreement and cop'yright provisiors.
Acceptance of the workshop material indicates acknowledgment and agreement with our
copyright use policy outlined above.
l-o. A4B€bs I San ltan ism I F .<m I SanDieSo I Sacra.rsro
ww1..tMIeBa.I.com
267 t103 r858-0oo t
?6:10,121 2 a00/00r00
Re: Training
Dear Daruel,
The purpose ofthis letter is to conlirm that Stephanie Lowe will plesent the workshops
regarding "ilaiassnent" on Tuesday, December 3d fiom l0:00a.m to l?:00pm and2:00pm'
to"a:OO plm. and on Tuestlay, December l7m from lO:00 a.m. to l2:00 p.m. for your entire stafi
The toal cost oftraining will be $4,300
We would like to request the followrng audio-usual equipment:
Daniel Alvarado
October 21,2019
Page 2
cc
Ifyouhave any questiors, please contact me at (310) 981-2051. Thank you.
Sincerely,
LIEBERT CASSIDY WHITMORE
Arma M. Sarzone-ftiz
Senior Training Specialist
Accounting
2671l031858-0001
7630421.2 a00/00/00 -J-