2018/03/15 The Lew Edwards Group Information communications and community engagementCITY OFMENIFEE
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL sERvrcEs AGREEMENT ("Agreement") is made and
:ry:Iy1 this 15th day of March 2018 (..Effective Date.-) by *i b"t*""n the CIty OrMENIFEE, a carifomia municipar corporarion. ("city") and rng rgw EDWARDS c[oup.(*consultaut"). city and consultant may sometimes ierein be refe.ed to inair;arJry a.-""Party" and collectively as the ..parties.',
SECTION I. SER}'ICES.
Subject to tlte terms and conditions set tbrth in fiis Agreement. Consultant shalt provideto citl' the services described in the Scope of Services. arttached hereto as Exhibit A andincorporated herein by rhis ref'erence (the "Ser.vices";. Consr.rhant will perfbrnr subsequent taskorders as. requested by the contract Aclministrator (as defined bclorv), in accordance rvith theScope of Services. ln the event or a conflict in or inconsistencv between the terms of thisAgreemcnt and Exhibit A. this Agrcement shall prevail.
l..l rem of services. The term of this Agreement shall begin on March 15.20lg andshall end on .Ttne 30. 208 unless the term of this Agieement is otherwise terminared or extended
as provided tbr in Section 8. The time prol ided to Consultant to complete rhe Services required
b1'this Agreement shall not atl'ect city's right lo terninare this Agreement, as provided ibr in
Section 8.
tandald o Perlbnn Consultant reptescnts and warrants thar Consultant is aprnvider of tlrst class r.rork and serv.i ces and Consultant is crperienced in pcrfon:ring theServiccs conternplaterl herein anci,in light ol' suclr slatus and expcrience. Consultant shallperfbrm thr. Services required purs uant to this Aglremcnt in the ntanner and accordins to the
standards observed b\, a competent p raclitionel of the prol'ession in rvhich Consultant is engagedin thc gcographical ar.ea in r.r,hich C onsultant l)ractices its pr.of-ession and to the sole satislhction
o l' the C'olttrsct .\dnrinislr.utor
or persons.
1.4
pursuant to th
hereunder.
1.3 Autgr]tttguld t'qsqlrgl. Consultant shall assign only competent personnel topeltbrm.the Services pursuant to Agreement. In the evenr rhar Ciq,. in its soie discretion, at any
time drrring the temt ofthis Agreenlent. desires the reassignrnent o1'anv such persons. Consr.rltant
shall. imnrediatell' upon receiving notice fronr city ol'su-ch desire of
-city,
reassign such person
l-inlg" Consultanr shall devote such rinre to thc pertbrmance ot'the Ser.vices
is Agreenreut as nrav be reasonably necessarv to saiisll, Consultant's obligations
_ 1.5 Authorization to Perlbnn Services. consultanl is not authorized to pertbnn a.yof the Services or incur any costs wlralsoever under tbe tenns of this Agleenrent uniil receipt of
authorization llom the Contract Administrator.
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed ]'WENTY FOUR
THOUSAND DOLLARS ($24,000) notwithstanding any contrary indications that may be
contained in Consultant's proposal, for the Services to be performed and reimbursable costs
incuned 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
foi the Services rendered pursuant to this Agreement at the time and in the manner set forth
herein. The payments specified below shall be thc only payments from City to Consultant for
the Services rendered puisuant to this Agreement. Consultant shall submit all invoices to City in
the ntanner specified herein. Except as specifically authorized in advance by City, Consultant
shall not bill City for duplicate services performed by more than one pcrson.
2.1 Invoices. consultant shall submit invoices monthly during the term of this
Agrcement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoice date. Invoices sha[[ contain thc lbllowing information:
a. Serial identifications of progress bills; i.e., Progress Bill No. l fbr the lirst
invoicc, etc.:
b. The beginning and ending dates ofthe billing period;
c. A "Task Summary" containing the original contract amount' the amount
ofprior billings, the total due this period, the balance available under this Agreement, and
the percentage of comPletion;
d. A brief description ofthe Servicesl
e. TheConsultantRepresentative'ssignature.
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee, CA 92586
2.2 Monthlv Payment. city shall make monthly payments, based on invoices
received, fo. tne Soui".t iatisfactorily pcrfbrmed. City shall have thirty (30) days llom the
rcceipl ofan invoice that complies with alt ofthe requirements above to pay Consultant.
2.3FinalPayment.Cityshallpaythelastfivepercent(5%)ofthetotalamountduc
pursuanl to this Agreement within sixty (60) days afler completion of the Services and subnrittal
to City of a final invoice. if all of the Services required have been satisfactorily pertbrmed.
2.4 Total Pavment. City shatl not pay any additional sum lbr any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuant to this Agfeement. City
shall make no payment fbr any extra, further, or additional service pursuant to this Agleement.
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ln no event shall Consultant submit any invoice for an arnount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing
prior to the submission ofsuch an invoice.
2.5 Pavmenl of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any federal or state taxes.
2.6 Pavment uoon Termination. In the event that Ci ty or Consullant tcrminatcs this
Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and
rcimbursablc expenses incurred for Services satisfactorily completed and for reimbursablc
expenses as olthe dale of written nolice 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 trQUIPMENT.
Except as otherwise provided, Consultant shall, at its sole cost aud expense, provide all
facilities and equipment necessary to perform thc services required by this Agreement. City
shall make available 1rr Consultant only physical facilities such as desks, filing cabincts. and
conferencc space, as may be reasonablV necessary for Consultant's use while consulting with
City employees and reviewing records and the intbrmation in possession of City. The location,
quantity, and time of lurnishing those 1'acilities sha[[ be in the sole discretion of City. In no event
shall City be requircd to furnish an.v- facitir-"* that nray involve incurring any direcl expense,
including but not limited Io computer, long-distance telephone or other communication charges,
vehicles. and reproduction t'acilitics.
SECTION 4. 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 ol Insurance. indicating that Consultant has obtained ot currently maintains
insuranr-e that 111ects thc rcquirements of this scction and which is satist'actory, in all respccts, to
City. Consultant shall maintain the insurance policies required by this section throughout the
tcmr of this Agreement. J'he cosl ol such insurance shall be included in Consultant's
compensation. Consultant shall not allow any subcontractor, consullant or othel 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. Verification of the required
insurance shall be submitted and rnade part of this Agreen]ent prior to execution. Consultant
acknowledges the insurance policy must covcr inter-insured suits between City and other
lnsureds.
4.1 Workers' C ornDensction. Consultant shall , at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's
persons employed directly or indirectly by Consultant p
Califomia Labor Code. Statutory Workers' Compensation I
Liability lnsurance lor any and all
ursuant to thc provisions of the
nsurance and Employer's I-iability
Insurance shall be provided wittr linrits of no1 less than ONE MII-LION
DOLLARS ($t,000,000.00) per accident, ONE MILLION DOLLARS ($1,000.000 00) disease
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per employee, and ONE MILLION DOLLARS ($ 1,000,000.00) disease per policy. In the
altemative, Consultant may rely on a self-insurance program to meet those requirements, but
only if the program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-insurance program meels the standards of the California
Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if
insurance is provided, or Consultant, if a progranr of self-insurance is provided, shall waive all
rights of subrogation against City and its officers. officials, employees, and authorized volunteers
lbr loss arising from the Services pertbrmed under this Agreement.
4.2 Commercial General and Automobilc Liabilitv lnsurance
a. General requirements. Consultant . at its o$,n cost and expense. shall
maintain cornmercial general and automobile liability insurance tbr the term ol'this Agreement
in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) general aggregate and
ONE MILLION DOLLARS ($l "000,000) per occurrence for general liability, bodily injury,
personal inj ury and property danrage. Automobile liability "claims made" coverage shall be
maintained in an amount not less than ONE MILI-ION DOLLARS ($1,000,000) per accident fbr
bodily injury and property damage. Mjlh.llut_sqgpg_qI_qqyg . Comrnercial gcneral coverage
shall be at least as broad as Insurancc Senices Officc Commercial General l.iability occurrence
fbnn CG 0001 . Automobile coverage shall be at lcast as broad as Insurancc Scrvices Oftice
Auomobilc Liability form CA 0001 Code 2. 8. and 9. No endorsement shall be attached
linriting the coverage.
b. Additional requirements Each of the fbllowing shall be included in the
lnsurance coverage or added as a certilied endorsement to the policy
a. l'he insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of
the policy shall not affect coverage provided to City and its officers, employees,
agents, and volunteers.
:+.-l Pnrli:ssionall.iabilitvlnsurarrcc.
a. General requirenents. Consultant. at its own cost and cxpense, shall
nraintain fbr thc period covered by this Agreement plofessional liability insurance for licensed
prol'essionals perfomring the Services pursuant to this Agreernent in an amount not less than
ONE MILLION DOI-LARS ($1,000,000) covering the licensed professionals' errors and
omissions. Any deductible or self-insurcd retention shall be shoum on the Certificate. If the
deductible or selt'-insured retention exceeds TWENTY-F-IVE THOUSAND
DOLLARS ($25,000), it rnust be approved by City.
b. Claims-n.rade limitations. The following provisions shall apply i1'the
professional liability coverage is written on a claims-made fomr:
a. The retroactive date of the policy must be shown and must be no
later than the commencement ofthe Services.
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b. Insurance must be maintained and evidence of insurance must be
provided through December 3 l, 2018.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy tbrm with a retroactive date that precedes the
Ell'ective Date of this Agreement, Consultant must provide extended reporting
coverage tbr a minimum of five (5) years after the expiration or termination of
this Agreemcnt or the completion of the Services. Such continuation coverage
may be provided by one of the following: (l) renewal of the existing policy;
(2) an extended reporting period cndorsement: or (3) replacement insurance with
a retroactive dale no laler than the co[rmcncement of the Services under this
Agreement. City shall have the right to exercise, at Consultant's sole cost and
expensc, any cxtended reporting provisions ofthe policy. if Consultant cancels or
does not renew the coverage.
d. A copy of the clainr reporting requirements nrust bc submitted to
City prior to the commencement of the Services under this Agrecment.
4.4 All Policies Requirements.
a. Acceptability of insurers. AII insurancc required by this Section is to be
placed with insurels with a Bests' rating 01'no lcss than A:VII and admitted in Califomia.
b. Verilication of coveraee. Prior to beginning the Services under this
Agreement. Consultant shall furnish Citl' rith Certilicates ol' Insurance. additional insured
cndorscment or policy language granting additional insured status complete cerlified copies ofall
policics, including complete certilied copies of all endorsements. All cr:pies of policies and
certified cndorsements shall show the signature ol a person authorized by that insr:rer to bind
coverage on its behall The Certificate of Insurance must include the following rel'erencc:
Public Information Outreach. The nanre and address for Additional Insured endorsements.
Certificatcs of Insurance and Notice oi Cancellation is: City of Menifee, 29714 Haun Road,
Menif'cc. CA 92586, Clity must be endorsed as an additional insured for liability arising out of
ongoing and completed operations b-v or on behalf of Consultant.
c. Notice of Reduction in or Cancellation of Coverase. Consultant shall
provide written notice to City within ten (10) working days if: (l) any of thc required insurance
policies is terminated; (2) the limits ol any of the required polices are reducod; or (3) the
deductiblc or self insured retention is increased,
d.Additional insurcd: primarv insurance.City and its officcrs. employees
agents. and authorized volunteers shall be covered as additional insureds with respect to each ol'
the following: liability arising out of the Services performed by or on behalf of Consultant,
including the insured's general supervision of Consultanl; products and completed operations ol
Consultant, as applicable; premises owned, occupied, or used by Consultant: and automobiles
owned. leased, or used by Consultant in the course ofproviding the Services pursuant to this
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A-greement. 'lhe coverage shall contain no special limitations on the scope of proteclion
afforded to city or its olliccrs, employees, agents, or authorized volunteers. The insurance
provided to city as an additional insured must apply on a primary and non-contributory basis
wilh 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 of this Agreemelt or
completion of the Services.
A certified endorsement must he 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 Iletenti0ns.Consultant shall obtain thc
written approval of City tbr the self'-insured retentions and deductibles befbre beginning any of
the Services.
During the term of this Agreement. onlv upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or sclf-
insured retentions with respcct to City, its officers, employees. agents, and volunteers. The
Contract Administrator ntay condition approval of an increase in deductible or self-insured
retention levels with a requirement that consultanl procue a bond guaranteeing paymcnt of
Iosses and related investigations. claim admir.ristration, and defcnse expenses that is satisfaclory
in all rcspects to each of them.
f'. Subcontractors Consultant shall include all subcontractors as insureds
under its policies or shall lumish separate certificates and ce(ified endorsements lor each
subcontractor. AII coverages for subcontractors shall be subject to all ofthe requirements stated
herein.
g. Variation. Thc Contract Administrator may, but is not required to,
approve in rvfiting a variation in the foregoing insurance requiremcnts. upon a determination that
the covcrage, scopc, Iimits" and lbnns ofsuch insurance are either not commercially available. or
that City's inlerests are otherwise ftllly protected.
4.5 Remedies. ln addition to any other remedies at law or equity City may have if
consultant thils to providc or maintain any insurance policies or policy endorsements to thc
extent and within the time herein required, City rnay, at its sole option, cxcrcise any ol the
Ibllowing remedies. which are alternativcs 10 other remedies City may have anrj are not the
exclusive rcmedy lor Consultant's breach:
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a. Obtain such insurance and deduct and retain the amount of thc premiums
lbr such insurance tiom any sums due under this Agreement;
b. Order Consultant to srop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work and withhold any
paymenl, until Consuhant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
SBCTION 5. INDEMNIFICATION.
5.1 Indemnification lbr Profbssional I-iabilitv Where the law establishes a
5.2 lndenrnification for Oth er than Professional L iabili Other than in the
professional standard of care for performance of the Services, to the fullest extent permitted by
law, consultant shall indemnifi, protecl, defend (with counsel selected by city), and hold
harmless City and any and all of its officers. employees. officials, volunreers. and agents from
and against any and all claims, losses, costs, damages, expenses, liabilities, liens, acd&s, causes
ofaction (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 tbes and
expenses of investigation, costs of whatever kind and nature and, if Consultant fails to providc a
defense for city, the legal cosrs of'counsel retained by city) and any judgment (coliectively,
"claims") to the extent same are caused in rvhole or in part by any negligent or wrongful act,
errorr or omission of consultant. its officers, agents, employees, or subcontractors (or any entityor individual that consultant shall bear the legal liability thereof) in the performance of
professional services under this Agreement.
tv
pcrformance of professional services and to the full extent pemitted by law, consultant shall
indemnify, protect. defend (with counsel selected by city). and hold harmless city. and any and
all of its officers, employees. offlcials. volunteers. and agents from and against any and all
claims, where the same arise out of, are a consequence of, or are in anv way attribulable to. in
whole or in pan. thc perfbmrance olthis Agreement by consultant or by any individual or entily
tbr rvhich Consultant is legally liable, including but not linrited to of'llcers, agents, employees or
subcontractors of Consultant.
5.3 I-imitation of Indemnification. The provisions of this Section 5 do not apply to
claims occurring as a result of City's sole or active negligence. The provisions ofthis Section 5
shall not release City from liability arising from gross negligence or willfut acts or omissions of
City or any and all of its officers. officials. employces, and agents acting in an oflicial capacity.
SECTION 6. STATUS OF CONSULTANT.
ent Contractor. A t all times during the term of this Agreement.
consultant shall be an indepcndent contractor and shall not be an employee of City. city shall
have the right to control Consultant only insofar as the results ofthe Services rendered pursuant
to this Agreement and assigntnent of personnel pursuant to Subparagraph l.3l however,
otherwise City- shall not have the right 10 control the nreans by which Consultant accomplishes
the Services rendered pursuant to this Agreement. The personnel perfbrming the Services under
this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive
direction and control. consultant shall not al any time or in any manner represent that it or any
of its olficers, employees, or agents is in any manner officers, officials, employecs. or agents ofcity. consultant shall no1 incur or have the power to incur any debt, obligation, or liability
whatever against city. or bind cily in any manner. Except for the fees paid to consultant as
provided in this Agreement, City shall not pay salariesr wages, or other compensation to
consultant for performing the Services hereunder lbr city. City shall not be liable for
compensation or indemnification to Consultant fbr injury or sickness arising ou1 of performing
the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation,
6. I Inde
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law, or ordinance to the contrary, Consultant and any of its employees, agents, and
subcontractors providing services under this Agreement shall not quali! 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 Califomia Public Employees Retirement Systenr (,,pERS,,) as an
employee of City and entitlement to any contribution to be paid by Cily for employer
contributions and/or emplovee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.\ Covemins Law. The laws of the State of Califomia sha[[ govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant errd any subcontractor shall
comply with all applicable local, state, and f'ederal laws and regulations applicable to the
pedbrmance of the work hereunder. Consultant shall not hire or employ any person to pertbrm
work within City or allow any person to perform the Services required under this Ageement
unless such person is propcrly documented and legally entitled to be employed within the United
States. Any and all work subjecl to prevailing wages. as delermined by the Director oflndustrial
Relations of the State of Califomia, will be thc nrinimum paid to all laborers. including
Consultant's employee and subconuactors. It is understood thal it is the responsibility of
Consultant to determine the comect scale. The Stare Prevailing Wage Rates may be obtained
t'rom the Califomia Deparlmcnt of lndustrial Relations ("DIR") pursuanl to Calilbmia Public
Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records
dernonstraling conrpliance with sr.rch rcquirement shall be maintained in a safe and secure
location at all times, and readily available at City's rcquest. Consultant shall indemnily, def'end.
and hold City and its elected and appointed boards, members. officials. officers, agents,
representatives, employees. and volunteers harmless liom and against any liability, loss, damage,
cost or cxpenses (including but not limited to reasonable attomeys'fees, expert witness f'ees,
coult oosts. and costs incuned related to any inquiries or proceedings) arising Iiom or related to
(i) the noncornpliance by Consultant or any part), perlbrming the Services of any applicable
local. state, and/or federal lavr', including, without limitation. any applicablc ltderal and/or state
labor laws (including, without limitation. thc requiremcnt 10 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 Padies that, in connection with performance of the Services, including,
without Iimitation, any and all public works (as detined by applicable law), Consultant shall bear
all risks of payment or non-payment of prevailing wages under California law and/or the
implemcntation of Labor Code Section 1781, as the same may be amended fiom time to time,
and/or any other similar law. Consultant acknowledges and agrees that it shall be independently
responsible for rcviewing the applicable laws and regulations and etfectuating compliancc with
such laws. Consultant shall require the same ofall subcontractors.
1.3 Liccnses and Permits. Consultanl represents and warrants to City lhat Consultant
and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and
approvals of whalsoever nature that are legally required to practice their respective professions.
Consultant represents and wan'ants to City that Consultanl and its employees. agents, and
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subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
this A$eement any licenses, permits, and approvals that are legally required to fractice their
respective professions. In addition to the lbregoing, 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 rermination. Either party may canccl this Agreement at any time and without
cause upon written notification to the other.
8.2 Conser:uences of 'l'lnatron In the event ol termination, Consultant shall be
entitled to compensation for the Services perlbrmed up to the date of termination; City, however,
rnay condition payment of such compensation upon Consultant delivering to City any or all
documents, photographs, computer software, video and audio tapes, and other materials piovided
to consultant or prepared by or lbr consultant or city in connection with this Agreemeni.
8.3 Extension. City may, in its sole and exclusive discretion. extend the end (ale of
this Agrecment beyond that provided lbr in Subsection I .l . Any such extension shall require a
written amendment to this Agreentent, as provided for herein.
8.4 Amendments. 'l-he Parties rna v amend this Agreement only by- a writing signed
by all the Parties
this Agree
nment and co tl5i City and Consultant recognize and agree that
nnance by Consultant and is based upon ament contentplates pcrsonal perlo
determination of Consultant's unique personal competence. experience. and specialized personal
knowledge. Moreover, a substantial inducement to City for entering into this Agrcement u,as
and is the prol'essional reputation and competence of Consultant. Consultant may not assign this
Agreement or any interest therein withoul the prior written approval of the contlacl
Administrator. Consultant shall not subcontract any portion of the pertbnnance contemplated
and providcd for herein. other than (o the subcontractors noted in Consultant's proposal. withour
prior written approl'al of thc contracl Adnriuistrator. In the evenl l.ha1 key personncl leave
Consultant's employ, Consultant shall notify City immediately.
8.6 Survival. All obligations arising prior to the expiration or termination of this
Agrcement and all provisions of tl.ris Agreement allocating liability between City and Consultanl
shall survive the expiration or termination of this Agreement.
8.7 Options upon Brcach by Consultant. lf Consultant materially breaches any ofthe
terms of this Agreement. city's remedies shalt include, but not be limited to, any or all of the
lbllowing:
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:
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c. Retain a diflerent 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 thal is unfinished ar the time of breach and the amount
that Cily would have paid Consultant pursuant to Section 2 if Consultant had completed
the Services.
SECTION 9. KEEPING AND STATUS OF RECOIIDS.
9.1 Record s C as Part of Cons ultant's Performance. All Final Work Product
reports, data. nraps, modcls, charts, studies, surveys, photographs, memoranda, plans, studies,
specifioations, 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 delivcr those Final
Work Product documcnts to City upon the expiration or temrination of this Agreement.
Consultant's drafts and work notes are specifically excluded fiom this Section as well as Section
8.2. lt is understood and agreed that the documents and other rnaterials. including but not limited
to those described above. prepared pursuant to this Agreemenl are prepared specifically fbr Clity
and are not neccssarily suitable lbr any tuture or other use. Any use ofsuch docunents for other
projccts by City shall bc without liability to Consultanr. City and Consuhanr agree thar. until
final approval by City, all data. plans, specilications, reports. and other documents are
confidential and will not be released to third paflies without prior written consent o{'both Parties
unless required by law.
L).2 ol' lntellectual Pl.(r . 'l'his Agreement creates a non-exclusive and
perpctual license lbr City to copy, use, modify. reuse. or sublicense any and all copyrights,
designs, rights ofreproduction, and other intellectual property embodied in plans, specifications.
studies, drawings, estimates, test data, survcy results, rrodels, renderings, and other documents
or rvorks olauthorship fixed in any tangible nredium of expression. including but not limited to.
physical drawings, digital renderings, or data stored digitatly, magnetically. or in any other
mcdiunr, which are prepared or caused to be prepared by Consultant under thjs Agreement
("|)ocuments and Data"). Consultant shall requirc all subcontraclors to agree in writing that City
is granted a non-exclusive and perpetual license lbr any Documents and Data the subcontractor
prepares under this Agreement. Consultant represents and warrants that Consultant has the lcgal
right to license any and all Documents and Data. Consultant makes no suoh representation and
warranty in regard to Documents arld Data rvhich uere prepared by design professionals other
than Consultant or provided to Consultant by the City. City shatl not be limited in any way in its
use of the Documents and Data at alty time, provided that any such use not within the purposes
intended by this Agreement shall be ar City's sole risk.
9.3 Consultant's ks and Records Consultant shall maintain any and all ledgers,
books of accounl, invoices, vouchers, canceled checks, and other reoords or documents
evidencing or relating to charges for the Services or expenditurcs 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
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be maintained in accordance with generally accepted accounting principles and shall be clearlyidentified and readily accessible.
, . 9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 ofthis Agreement requires Consultant to maintain shail be rnade available for inspeclion, audit,
and/or copying at any time during regular business hours, upon oral or w,ritten ."quert or city.Under califomia Government code section 8546.7, if the amount of public funis expendedunder this Agreemenr exceeds 't'EN THoUSAND D0LLARS ($10,00b.00), this Agrlernent
shall be subject to the examination and audit ofthe State Auditor, at the request-of City i as part
ofany audit of City, for a period ofthree (3) years after finar payment undei this Agreement.
SECTIONIO. MISCELLANEOUSPROVISIONS.
l0'l Attomevs' Fees. Ileither party to this Agreeme,t brings any action. including anaction lbr declaratory relief. to enforce or interpret the provisioi of this Agreement. theprevailing Parly shall be entitled to reasonable attomeys'fees and expenses incltiding cosis, inaddition to any othcr relief to which that parry may be entitledi provided, howeve-r, thar the
attomeys' fees awarded pursuant to this section shall not exceed the hourly ratc paid by city for
lcgal services multiplied by rhe reasonable number of hours spent by the irevaifing party in rhe
conduct ofthe litigation. The court may set such I'ees in the same action or in a se-parate action
brought for that purpose.
, 10.2 Applicable Law: venue. The intemal laws of the State of calitbmia shall govem
the interpretation and enforcement of this Agreement. In ths event that eirher party brinis any
action against the other under (his Agreement, the Parties agree that trial o[ such aciion sh'all be
vested exclusively in Riverside County.
10.3 Severabilitv. Ilany provision oithis Agreement is held invalid, the remaindcr ofthis Agreement shall not be affbcted thereby and all other parts of this Agreement shall
ncvcrlheless be in lull forcc and eli'ect.
10.4 Section Headings and subhcadings. The section rreadings and subheadi.gs
contained in this Agreement arc included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 No Implied Waiver of B reach
ofthis Agreement does not constitute a waiver
of this Agreement.
l'he waiver of any breach of a specific provision
of any other breach of that tenn or any other tcnn
10.6 Successors and Assisns. 'fhe provisions of this Agreement shall inure to thc
benefit ofand shall apply to and bind the successors and assigns of the parties.
10.7 Consultant Representative. All matters under this Agreement shall bc handled for
consultant by catherine Lew ("consultant's Representative"). The consultant,s Representative
shall have full authority to represent and act on behalf of Consultant for all pr.por*i 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. ,.qu"i""r,
-t l-167l0rl85s-000t
and procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
10.8 Citv Contract A dministration . This Agreement shall be administered by a City
employee, Gina Gonzalez ("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
Conlract Administrator or his designee.
10.9 Notices. Any writtcn notice to Consultant shall be sent to:
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
297 14 Haun Road
Menif'ee. CA 92586
Attn: Gina Gonzalez
with a copy to
City Clerk
City olMenil'ee
29714 Haun Road
Menifee, CA 92586
10.10 Professional Seal- Whcrs applicable in thc dctcrmination of the Contract
Administrator, the first page of a technical report. first page of design specifications, and each
page ol 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 Prof'essional with reporVdesign responsibilitv," as in the following
example.
Seal and Signature of Registered Professional with
rt/des i IE onsibilit
10.11 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 of one or more of such rights or remedies shall not preclude the
exercise by it, at the same or different times, ofany other rights or remedies lbr the same default
or any other default by the other Party.
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'610.lll.: aol:l I8 -12-
The Lew Edwards Group
5454 Broadway
Oakland, CA 91618
Attn: Catherine V. Lew
. 10.12 Intesration. 'l'his Agreement, including the scope of services attached hereto and
incorporated herein as Exhibit A, represents the entire and integated agreement between City
and Consultant and supersedes all prior negotiations. representations, or agreements, either
written or oral. The terms ofthis 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 otirerwise apply.
l0.l 3 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constil.ute one agreement.
10.14 Execution of contract. The persons execuring this Agreement on behalf of each
o.f the Partics 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 forma[y bound to the provisions of this
Agreement. and (iv) that entering into this Agreement does not violate any proui.ion ofany other
ngreement to which said Part-v is bound.
executors, assigns, and all persons claiming under or through them, that in the performance o1'
this Agreemcnt 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, marilal status. sexual orientation, national origin. or ancestry.
10.16 No Third Partv Bcneliciarics. With the exception of the specific provisions set
lbrth in this Agreement, there are no intended third-party beneficiaries under this Agreement and
no such other third panies shall have any rights or obligations hereulder.
10. 1 5 Nondis cnmination Consultanl covenants that, by and lbr itself, its heirs,
10.1 7 Nonliability of Citv Officers and Emplovees. No oflicer, official, employee,
agent. representative, or voluntccr o1'City sha be personally liable to consultant, or any
successor in interest, in Lhe event ofany det'ault or breach by city or for any amount which may
bccome due to Consultant or to its successor. or for breach ofany obligation oflhe terms ol'this
Agrccment.
10.18 No Undue Influence. Consultant declares and warrants that no undue inlluence or
pressure is used against or in concert rvith any officer or ernployee of City in connection with the
award. terms or implementation ol' this Agreement. including any method of coercion.
confldential linancial arangement. or llnancial inducement. No offrcer or employee of city
shall receive compcnsation, directl.v- or indirectly, from Consultant, or from any otfrcer,
employee, or agent ofconsultant, in connection with the award of this Agreement or any work to
be conducted as a result of this Agreement.
10.19 No Benefit to Arise to City Employees. 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, dircct or indirect, in any agreement or sub-agreement, oi the
proceeds thereot', for the Services to be pertbrmed under this Agreement.
ISignatures on Following Page]
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76:10.421.1 a0l,,2lll 8 - 13-
IN WITNESS WHEREOF, the Parties hcreto have executed and entered into this
Agreement as of the Effective Date.
CITY OF'MENI
City Manager V. Lerv. President
Altest:
Ci k
to Form:
167t,0I858-(r001
-14-
4J
I
Provide planning and communications consulting services for the City of Menifee including providing
content for informational communications. cornmunity outreach ant engagemenl, and irofessionalconsuhing services for the city related to its budget, revenue, service and polty issues, including:
EXHIBIT A
SCOPE OF SERVICES
Recommending methods to present comprehensive policy information in accessible,
easy-to-undersland formats;
Recommend a public information plan to inform the public on timely issues of policy
concern, crali responses to media- community or public questions, and piesent
information;
messaging on timely policy issues, and
Dralt text copy for infbrmational constituent materials, such as press releases/media
information, website and/or social media copy, Frequently Asked euestions, staff talking
points, mailings. bill inserts, or other collateral materials;
Conduct communications assistance and/or trainings for city staffor stakeholders:
F'acilitate team planning sessions.
The parties exprcssly acknowledge that legal services or advicc is not withirr consultant,s Scope of
Services.
Develop recommended infbmtational
updatc/refine those messages as needed:
EXHIBI'I'A
PAGE I of I
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