2019/09/19 Made2BFit, LLC 2019 Veteran's Day 5K Run/Walk EventCITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
2OI9 VETERAN'S DAY 5K RUN/WALK EVENT MANAGEMENT SERVICES
THIS PROI EqSIONAL SERVICES AGREEMENT (-Agreement") is made and effective
this 1r\..6uro1 Ll-hiC,.r . 2019 ("Effective Date") by and between the CITY OF MENIFEE,
a Califomia municipal corporation, ("City") and MADE2BFIT LLC, a Limited Liability
Corporation ("Consultant"). City and Consultant may sometimes herein be referred to individually
as a "Party" and collectively as the "Parties."
SECTION 1. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to
City the services described in the Scope ofServices, attached hereto as Exhibit A and incorporated
herein by this reference (the "Services"). Consultant will perform subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance with the Scope of
Services- In the event ofa conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
l.l Term ofServices. The term of this Agreement shallbegin on September 19,2019
and shall end on November 12,2019 unless the term of this Agreement is otherwise terminated
or extended as provided lor 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
lor in Section 8.
1.2 Standard of Performance. Consultant re presents and warrants that Consultant is a
provider of first class work and services and Consultant is experienced in 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 ol the
Contract Administrator.
1.3 Assisnment of Personnel.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 fhg. 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.
1.5 Authorization to Perlorm 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.
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SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed TwO THOUSAND FM
HUNDRED DOLLARS AND ZERO CENTS ($2,500.00) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for the Services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail.
City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in
the manner set forth herein. The payments specified below shall be the only payments from City
to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all
invoices to City in the manner specified herein. Except as specifically authorized in advance by
City, Consultant shall not bill City for duplicate services performed by more than one person.
2,1 Invoices. Consultant shall submit invoices monthly during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoice date. lnvoices 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;
d. At City's option, for each item in each task, a copy ofthe applicable time
entries or time sheets shall be submitted showing the name of the person performing the
Services, the hours spent by each person. a brief description of the Services, and each
reimbursable expense;
e. The total number of hours of work performed under this Agreement by
Consultant and each employee, agent, and subcontractor of Consultant performing the
Services hereunder necessary to complete the Services described in Exhibit A;
Receipts for expenses to be reimbursed;
The Consultant Represcntative's signature.
lnvoices shall be submitted to:
City of Menife e
Attn: Accounts Payablc
29844 Haun Road
Menifee, CA 92586
2.2 Monthlv Payment. Ci ty shall make monthly payments, based on invoices received,
for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City
f.
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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;
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shall have thirty (30) days from the receipt olan invoice that complies with all ofthe requirements
above to pay Consultant.
2.3 Final Payment. Cit y shall pay the 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 ofa 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 Agreemenl.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior
to the submission of such an invoice.
2.6 Reimbursable Exoenses. Reimbursable ex penses are included within the maximum
amount of this Agreement.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment
taxes incurred under this Agreement and any federal or state taxes.
2.8 Pa cn Termination. In the event that Cit v or Consultant terminates this
Agreement pursuant to Section 8. City shall compensate Consultant for all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and for reimbursable
expenses as ofthe date of written notice of termination. Consultant shall maintain adequate logs
and timesheets in order to verify costs and reimbursable expenses incurred to that date.
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 fumishing those facilities shall be in the sole discretion of City. In no event shall City be
required to fumish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
SECTION 4. INSURANCE REQUIRf, MENTS.
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 Cerlificates of
Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the
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2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis
shall not exceed the amounts shown on the lee schedule included with Exhibit A.
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requirements of this section and which is satisfactory, in all respects, to City. Consultant shall
maintain the insurance policies required by this section throughout the term of this Agreement.
The cost of such insurance shall be included in Consultant's compensation. Consultant shall not
allow any subcontractor, consultant or other agent to commence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereofto City. Verification ofthe required insurance shall be submitted and made part
of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover
inter-insured suits between City and other Insureds.
4.1 rkcrs'Com . Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation lnsurance and Employer's t,iability lnsurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions ofthe California
Labor Code. Slatutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident, ONE MILLION DOLLARS ($ 1.000,000.00) disease per employee, and ONE MILLION
DOI.LARS ($1,000,000.00) 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 California Labor Code shall be solely in the discretion ofthe
Contract Administrator. The insurer, ifinsurance is provided, or Consultant, if a program ofself-
insurance is provided, shall waive all rights ofsubrogation against City and its officers, officials,
employees, and authorized volunteers for loss arising from the Services performed under this
Agreement.
4.2 Co mmercial General and Automobile Liabilitv lnsurance.
a General requirements. Consultant, at its own cost and ex pense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amount not less than ONE Mll.t.loN DOLLARS (S1,000,000.00) per occurrence. combined
single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO
MILLION DOLLARS (52,000.000.00) general aggregate, and TWO MILLION
DOLLARS (52,000.000.00) products/completed operations aggregate. If a Commercial General
Liability lnsurance or an Automobile Liability lnsurance form or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting therefrom. and
damage to property resulting from the Services contemplated under this Agreement, including the
use oflhired. owned, and non-owned automobiles.
b. Minimum scope ofcoverage. Commercial general coverage shallbe at least
as broad as lnsurance Services Office Commercial General t-iability occulrence lorm CG 0001.
Automobile coverage shall be at lcast as broad as Insurance Services Office Automobile l-iability
form CA 0001 Codc 2, 8, and 9. No endorsement shall be attached limiting the coverage.
c. Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
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a. The insurance shall cover on an occurrence or an accident basis. and
not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the
policy shall not affect coverage provided to City and its officers, employees, agents,
and volunteers.
a. General reeuirements.Consultant, at its own cost and expensc. shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. lf the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be
approved by City.
b. Claims-made limitations. The lollowin g provisions shall apply if the
professional liability coverage is written on a claims-made form:
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or terminalion of this
Agreement or completion of the Services, so long as commercially available at
reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the Effective
Date of this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after the expiration or termination of this Agreement
or the completion of the Services. Such continuation coverage may be provided by
one ofthe following: (l) renewal ofthe existing policy; (2) an extended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement ofthe Services 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.
4.4 All Policies Requirements.
a. Acceptability of insurcrs.All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:VIl and admitted in Califomia.
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4.3 Professional Liabilitv Insurance.
a. The retroactive date of the policy must be shown and must be no
later than the commencement ofthe Services.
b. Verification of coverage. Prior to be ginning the Services under this
Agreement, Consultant shall lurnish 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
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of Insurance must include the following reference: 2019
VE,TERAN'S DAY 5K RUN/WALK EVENT MANAGEMENT SERVICES. 'l'he namc and
address for Additional Insured endorsements, Certificates of Insurance and Notice ofCancellation
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 behalfof
Consultant.
Notice of Reduction in or Cancellation of Coverage. Consultant shallc.
provide written notice to City within ten ( I 0) working days if: ( I ) any of the required insurance
policies is terminated; (2) the limits olany ofthe required polices are reduced; or (3) the deductible
or self insured retention is increased.
d. Additional insured;Dnmarv tnsurance.City and its o{ficers, employees,
agents, and authorized volunteers shall be covered as additional insureds with respect to each of
the following: liability arising out of the Services performed by or on behalf of Consultant,
including the insured's general supervision of Consultant; products and completed operations of
Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by Consultant in the course of providing the Services pursuant to this
Agreement. The coverage shall contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City
as an additional insured must apply on a primary and non-contributory basis with respect to any
insurance or self-insurance program maintained by City. Additional insured status shall continue
for one ( I ) year after the expiration or termination ofthis Agreement or completion ofthe Services.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its officers, offlcials, employees, and volunteers, and
that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss
under the coverage.
Deductibles and Self-insured Retentio ns . Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any ofthe
Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Consultant procure a bond guaranteeing payment of Iosses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
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f. Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall lurnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all ofthe requirements stated
herein.
g. Variation. The Contract Administrator may, but is not required to, approve
in writing a variation in the foregoing insurance requirements, upon a determination that the
coverage, scopc, 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 Indemnification for P rolessional Liabilitv. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless
City and any and all of its officers, employees, officials, volunteers, and agents from and against
any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action
(whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards,
assessments, fines, or penalties of any kind (including reasonable consultant and expen fees and
expenses of investigation, costs of whatever kind and nature and, if Consultant lails to provide a
defense for City, the legal costs of counsel retained by City) and any judgment (collectively,
"Claims") to the extent same are caused in whole or in part by any negligent or wrongful act, error,
or omission ol 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 lndemnification for Other than Prolessional Liabilitv. Other than in the
perlormance 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 samc 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
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Consultant is legally liable, including but not limited to officers, agents, employees
subcontractors of Consultant.
or
5.3 Limitation of Indemnification The provisions of this Section 5 do not apply to
claims occurring as a result of City's sole or active negligence. The provisions of this Section 5
shall not release City from liability arising from gross negligence or willt'ul acts or omissions of
City or any and all of its officers, officials, employees, and agents acting in an official capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 lndependent Contractor. Atall timesdurin g the term ofthis Agreement, Consultant
shall be an independent contractor and shall not be an employee of City. Cityshall have the right
to control Consultant only insofar as the results of the Services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subparagraph l.l; however, otherwise City
shall not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to this Agreement. The personnel performing the Services under this
Agreement on behalf of Consultant shall at alltimes be under Consultant's exclusive direction and
control. Consultant shall not at any time or in any manner represent that it or any of its officers,
employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant
shall not incur or have the power to incur any debt, obligation, or liability whatever against City,
or bind City in any manner. Except forthe 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 forCity. Cityshall notbe liable for compensation or indemnification to Consultant for
injury or sickness arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any
of its employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment by
City, including but not limited to eligibility to enroll in the California Public Employees
Retirement System ("PERS") as an employee of City and entitlement to any contribution to be
paid by City for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LE,GAL REQUIREMENTS.
7.1 Governing [,aw. The laws of the State olCalil'ornia shall govern this Agreement.
1 .2 Comp liance with Aoolicable Laws. Consultant and an y subcontractor shall comply
with all applicable local, state, and federal laws and regulations applicable to the performance of
the work hereunder. Consultant shall not hire or employ any person to perform work within City
or allow any person to perform the Services required under this Agreement unless such person is
properly documented and legally entitled to be employed within the United States. Any and all
work subject to prevailing wages, as determined by the Director oflndustrial Relations ofthe State
of Calilornia, will be the minimum paid to all laborers, including Consultant's employee and
subcontractors. It is understood that it is the responsibility ofConsultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the California Department of
Industrial Relations ("DlR") 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
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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
lrom and against any liability, loss, damage, cost or expenses (including but not limited to
reasonable aftomeys' fees, expert witness fees, court costs, and costs incurred related to any
inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any
party performing the Services ofany applicable local, state. and/or federal law, including, without
limitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation ofSection
I 781 of the Labor Code, as the same may be amended from time to time, or any other similar law;
and/or (iii) failure by Consultant or any party performing the Services to provide any required
disclosure or identification as required by Labor Code Section 1781, as the same may be amended
from time to time, or any other similar law. It is agreed by the Parties that, in connection with
performance ofthe Services, including. without limitation. any and all public works (as defined
by applicable law), Consultant shall bear all risks ofpayment or non-payment ofprevailing wages
under California law and/or the implementation of l,abor Code Section I 78 I , as the samc 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.
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 loregoing, Consultant and any subcontractors shall obtain
and maintain during the term of this Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notifi cation to Consultant.
8.2 Termination bv Consultant Consultant may cancel this Agreement upon 30 days'
written notice to Citv.
8.3 Consequences of Termination. In the event of termination, Consultant shall be
entitled to compensation for the Services performed up to the date of termination; City, however,
may condition payment of such compensation upon Consultant delivering to City any or all
documents, photographs, computer software, video and audio tapes, and other 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 forin Subsection l.l. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and agrees
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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.
8.5
all the Parties.
Amendments. The Parties ma y amcnd this Agreement only by a writing signed by
8.6 Assisnment and Subcont racting. 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 ofthis Agreement allocating liability between City and Consultant
shall survive the expiration or termination of this Agreement.
8.8 0 n tlons u DOn []rc ch hv Consrrlta n If Consultant materially breaches any of the
terms of this Agreement, City's remedies shall include, but not be limited to, any or all ol the
following:
a.lmmediately 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 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. KEE,PING AND STATUS OF RECORDS.
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9.1 Records Created as Part of 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 10 the matters covered hereunder shall be the
property of City. Consultant hereby agrees to deliverthose documents to City upon the expiration
or termination of this Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to this Agreement
are prepared specifically lor City and are not necessarily suitable for any future or other use. Any
use ofsuch 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
documents are confidential and will not be released to third parties without prior written consent
of both Parties unless required by law.
9.2 l,icensing of Intellcctual Propcrty. This A greement creates a non-exclusive and
perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs,
rights of reproduction, and other intellectual property embodied in plans, specifications, studies,
drawings, estimates, test data. survey results, models, renderings, and other documents or works
of authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which
are prepared or caused to be prepared by Consultant under this Agreement ("Documents and
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-
exclusive and perpetual license for any Documents and Data the subcontraclor 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 Books and Records. Consultant shall maintain an y and all ledgers,
books ofaccount, invoices, vouchers, canceled checks, and other records or documents evidencing
or relating to charges for the Services or expenditures and disbursements charged to City under
this Agreement for a minimum of three (3) years, or for any longer period required by law, lrom
thedateoffinal 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.
9.4 Inspection and Audit ol 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. ifthe amount ofpublic lunds expended under
this Agreement exceeds TEN THOUSAND DOLLARS (S10,000.00), this Agreement shall be
subject to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period ofthree (3) years after final payment under this Agreement.
SECTION IO.MISCELLANEOUS PROVISIONS.
l0.l Attomeys' Fees. If either Part y to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
Pany shall be entitled to reasonable attomeys' 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 spent by the prevailing Pany in the conduct ofthe
2671/03 r 85E-0001
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litigation. The court may set such fees in the same action or in a separate action brought for thal
purpose.
10.2 Applicablc t.arryJleouq. The internal laws of the State ol Calilomia shall govern
the interpretation and enforcement of this Agreement. ln the event that either Party brings any
action against the other under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in Riverside County.
10.3 Severability. lfany provision of this Agreement is held invalid, the remainder of
this Agreement shall not be affected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
10.4 Section Headings and Subhe adinss 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 olBrcach. The waiver of an y breach ofa specific provision of
this Agreement does not constitute a waiver ofany other breach ofthat term or any other term of
this Agreement.
10.6 Successors and Assigns. 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 Kimberle Smith Austin ("Consultant's Representative"). The Consultant's
Representative shall have full authority to represent and act on behalfofConsultant 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, Jason Hendrix, Community Services Supervisor ("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 written notice to Consultant shall be sent to:
MADE2BFIT T,l,C
Attn: Kimberle Smith Austin
40335 WINCTIESTER RD. #243
TEMECULA, CA 9259I
Any written notice to City shall be sent to the Contract Administrator at:
2571,01tE58,0001
163042t 2,04/29119
City of Menifee
-t2-
29844 Haun Road
Menifee, CA 92586
Attn: Jason Hendrix, Community Services Supervisor
with a copy to:
City Clerk
City of Menifee
29844 l{aun 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 tbr 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.
Seal and Signature of Registered Professional with
rtlde s i res nsibilit
I 0.1 I Riehts and Remedies Exccpt with respect to rights and remedies exprcssly
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 default by the other Party.
I 0.12 Integration. This Agreement, including the scope of services attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City and
Consultant and supersedes all prior negotiations, representations, or agreements, either written or
oral. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason ofthe authorship of
this Agreement or any other rule ofconstruction which might otherwise apply.
l0.l 3 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 ol
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 ofthis Agreement, and
(iv) that entering into this Agreement does not violate any provision ofany other Agreement to
which said Party is bound.
I 0.1 5 Nondiscrimination. Consultant covenants that, by and for itsell, its heirs, executors,
assigns, and all persons claiming under or through them, that in the performance ofthis Agreement
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7610421 2 a0E/2t/19 -t3-
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'lhird 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.
10.17 Nonliability of City Officers and Emolovees. No officer , official, employee, agent,
representative, or volunteer of City shall be personally liable to Consultant, or any successor In
interest, in the event ofany default or breach by City or lor any amount which may become due to
Consultant or to its successor, or for breach ofany obligation ofthe terms of this Agreement.
l0.l 8 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of City in connection with the
award, terms or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of City shall receive
compensation, directly or indirectly, from Consultant, or lrom any officer, employee, or agent of
Consultant, in connection with the award of this Agreement or any work to be conducted as a result
of this Agreement.
10.19 No Ari llm lo ees 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 lor one (l ) year thereaflter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereof, for the Services to be performed under this Agreement.
ISignatures on Following Page]
-14-267r03lEtE-0001
?610.121 2 a0a/29l19
IN WITNESS WHEREOF. the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE CO ULT
Armando G.tl City Manager Ki bcr Smi Chief Wellness
cer
Attest
A. Manwari City Cl erk
Kim e Smith ustin, Owner
as
J v Melching, City
[Note:2 officer's signatures required if
Consultant is a corporation, unless provided
with a certificate ofsecretary in-lieul
2671/0tt858-0001
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- l5-
ofriy*
4 ---=t,
EXHIBIT A
SCOPE OF SERVICES
Scope of services shall provide for comprehensive 2019 VETERAN'S DAY 5K RUN/WALK
EVENT MANAGEMENT SERVICES l-or a sum not to exceed TWO THOUSAND FM
HUNDRED DOLLARS AND ZERO CENTS ($2,500.00) and shall include all individual tasks
as outlined in the following pages, including but not limited to the following main categories, and
specific tasks as detailed:
* Course and Race Management
* Event lnsurance
* Race Timing
t Awards Ceremony
* Course Set Up
* Course Design
* Marketing & Promotion
* Online Registration
* Event Merchandise
* Volunteer Recruitment
* Health & Wellness Expo
2671/011856-0001
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EXHIBIT A
MADE F TI
Race Management Proposal
for
City of Menifee
40335 lvlnchlstGr Rd, Sulto #243,Iemecula, CA e2501
T.l: 051.444.1E80 Fax: 951.719.3798
Web: www.mrde2lliLcom Emrll: klmiade@m.d!2btllcam
267rl031858,0001
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EXHIBI'I'N
Name:
Dato:
Raco:
MADE FIT
vetorans Day 5K Run/Walk
Monday, Novembor 'l 1, 2019
Half Harathon, 5K Run/Walk, I Mll. Fun Run & Blke Rldo
Hatf Marathon Start
5K Race Start
1 Mile Race Start
Bike Ride
Award Ceremony
Veteran's Day Ceremony/C6lobration
Event Description
Heroes are not just born into their roles as we see on television. Heroes are
solscted, trained, and create thomselves through their gifrs of service,
sacrifice of self, and delermination to be the best and excel. We must honor
our HEROES especially those who have been injured or even given the
largest sacrifico of their lives to serve our communities and our country.
The Veterans RunMalk honors those who have sacriliced so much for our
freedom
Join us to show a small token of gratitude for their work as heroes! RUN
with their passion, conviction and honor pushing you to the finish linel
Event Aoenda
'sub.lect to change
7:00 AM
7:30 AM
7:45 AM
9:00 AM
9:30 AM
10:00 AM
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Prooosed Event
MADE FIT
Event Services
Made2BFit offers a full selsction of race management services that can be
tailored to mset your specific needs. The Made2BFit team has experience
in participating, crnsulting and managing endurance eventsi induding road
and trail races, duathlons, triathlons, cycling events and health related
€vents. From the early stages of planning up to race day, let us take the
slress and ftustration out of hosting a successful event.
Course & Race Manaqement.
. Made2BFit can design and measure a new course in a varioty of
distances from 5k up to marathon at a location of your choice OR
Made2BFit can identify an existing location/course suitablo to your
n€eds
Made2BFit can certify road race courses through USA Track & Field
(additional fees apply)
Made2BFit can mark the course with mile markers, directional
signage, and cones as n6ed€d, and can anange for the rental and
placement of additional traffic control measures when required
Made2BFit can creats an online course map sho$/ing participants the
race route
Made2BFit can construct a linish line zone with an inflatable
structure, chute & timing clock. lnflatabl€ structure can be customized
with banners for your race.
Made2BFit can provide a sound system with microphone for pre-race
announcements, mu6ic, and post - race awards
. THE CITY OF MENIFEE will acquire, or consult on the acquisition of
permits n€eded for the event
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MADE FIT
Event lnsurance
Acquiring insuranco coverage for your event is a critical part of the planning
process. Mad62BFit requires that all organizations provide proof of existing
coverage specific to the event, or acquire event insurance.
Made2BFit can provide insurance mverage for the host organization and
other necessary entities through USA Track & Field.
. Final cost depends on # of participants. $1M per occurrence/$3M per event policy
Race Timinq
We can provide a professional looking finish line s6tup complste with an
arch, runners chute, race clock and even custom banners. We will use the
latest in chip timing technology to give the runners accurate results. We
can do live, printed results and even email or text parlicipants as they
finish. The results will be posted online so you and th€ participants will
have access anytime.
MADE2BFIT will time tho event and capturo chip and gun timos for all
perticipants.
i/ADE2BFIT will manage the distribution of timing chips depending
on the technology used. Most chips may be handed out at packet
pickups prior to race day
MADE2BFIT will set up the following timing points on the course:
1. Start
2. Finish
3. Additional timing points are availabla if nec€ssary (mile splits,
triathlon/duathlon transitions, announcer mats, distance check
mats, etc.)
-4-26?t4llEt8-O00r
MADE
Awards Geremony
Racing is botter when there is recognitionl With that in mind, we strive to
provide a great experience for the participants, especially to those who put
their heart and soul into crossing the linish line.
MADE2BFIT will provide information regarding award information.. Overall and age group results will be provided for the awards
ceremony, and will be posled online at the conclusion of th€ €vent
. MADE2BFIT will provide all computers, printers and related
equipment needed to produce the resulls
Course Setup
Race day can b€ a stressful time. The last thing you want to do is run
around getting dirty trying trying to setup the course on time. You should
be directing your event. Let us bring our tramc cones, anows, mile markers
to mark your course so it's accurate and safe. We can also provide the
water station(s) and make sure all your volunteers are in place and know
what they're doing.
MADE2BFIT will work with the appropriate department to
determine road closures and course routo that will produco a
quality experience for all parties
MADE2BFIT will set up a starufinish line branded with the race
logo.
The CITY OF MENIFEE will contract and manage the placement
on th6 Sh€riff, Fir€ and AMR for course support.
IF T
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MADE
Course Desiqn
Having trcuble finding a good course? Want to run by your business or
organization? Let MADE2BFIT design you the p€rfect route. We can even
work with your city to get it approved. We also run or bike any course we
built to snsuro its accuracy,
MADE2BFIT & THE Clry OF MENIFEE will collaborate to develop a
safe and race compliant course.
MADE2BFIT will sst up a starufinish line is a must at any €vant of any
size. We have the capabilities of providing large structure finish lines
to, simple sleek blow up finish lines.
Marketing & Promotion
With all the events we produce and help manage we have built quite an
audience. We can help get you in front of local area runners and provide
you wilh some insider tips and tricks we use to gel runners.
Effective marketing through flyers, search engines, email blasts, Facebook,
community outroach are essential is helping increasing registration. We
form client to client partnerships to help bring awareness. By connecting
our clients with each other and working together we help to reach our event
goals.
- Target marketing to your audience
- lnsert races flyors into multi events
- Help connecl with local organizations
- Logo & Website design
- Online marketing through Google, Facebook, etc.
- Email blasts to target markets
- Listing on race calendars
F I T
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MADE FIT
MADE2BFIT will dov€lop an event website that will host all of the
event information and allow padicipants to register for the event. A
race website is key to not only infoming participants of important
information, bul essential in marketing your event and crealing a
brand.
MADE2BFIT will send email notification (monthly and weekly as the
evont date approaches) to their active running community nolifying
them of the event
THE CITY OF MENIFEE will help with the marketing efforts by
providing a FTE to assist in promoting the race on the parurecreation
website, event boards and other community based events.
Online Reoistration
Made2BFit partners with the best online registration platform in the
industry. Th€ user friendly platforms provide tools to manage the race and
offer so many featur6s for the participant.
MADE2BFIT can cr€at€ an online registration page for lhe raca with
electronic waiver through one of many third-party providers (Active,
Run Signup, Eventbrite, etc.
MADE2BFIT will monitor the registrations and provide reports for
forecasting and planning purposes.
MADE2BFIT will creats a mail-in registration form with waiver to be
placed on tho race website and distributed by THE CITY OF
MENIFEE.
MADE2BFIT will coordinate 1-2 mutually agr€ed upon packet pickup
location for the race, in addition to race{ay packet pickup, and will
provide staff memb€rs to assist with packet pickups.
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. THE CITY OF MENIFEE will direct traffic to the website to drive
registrations.
DJ / MC Service
MADE
Event lnsurance
Acquiring insurance coverage for your event is a critical part of the planning
process. Made2BFit can provide insurance coverag€ for the host
organization and other necessary entities based on the following:
. Final cost depends on # of participants. $1M p€r occurrence/$3M per event policy
Made2BFit's most popular services is our DJ/MC service. We all know
someone that DJ's on the we€kend, but that DJ probably doos not know
anything about races.
MADE2BFIT DJ/MC service keeps your event on track, play clean
popular music, make important race and sponsor announcements.
MADE2BFIT will the timing equipment to read off participant nam6s
as they finish to really make the event momorable.
MADE2BFIT will tak€ your ev€nt to the next level with great running
music and a fun energetic Mc that knows what noeds to happen at
your eventl
Merchandise hirts Medals & Mon
We know what runners want. A great event and fun, memorable race
swag! We can help you have it all!
MADE2BFIT will design and order great custom medals and shirts
that your runners and raco-budg€t will love!
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FIT
MADE
Volunteer Recruitme nt & Manaoement
Volunteers ate essential to the success of the race. Without volunteers,
there wouldn't be a race.
. MADEZBFIT will recruit, manage and train all of the event volunteers
THE CITY OF MENIFEE will recruit and rsf€r voluntoors to th€
volunteer portal.
TF
Health & Wellness Exoo
MADE2BFIT is passionate about helping pBople Get Up, Get Active & Got
Moving. ln an efiort to fulfll the company mission, we partner with
community based organizalion that share our passion and host a health &
wellness expo. Our goal is to €quip, ompo rer, inspire, and provido
resources that will help people on their.ioumey lo wellness
MADE2BFIT will d6sign and dev6lop the sponsorship and vendor
packages that will be made available to interested
MADE2BFIT will organize, plan and staff th€ Health & Wellness expo.
. THE CITY OF MENIFEE will conn6c{ with their community partners
and ofier sponsor/vendor/donor opportunities to defray some of the
cost associated with ths evont.
THE CITY OF MENIFEE will make contact with the 9/11 Memorial in
an attempt to schedulo an appsarance at ths 2019 rac€
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()_
Charitable Donatlon
A porlion ofthe proceeds will go to benef,t a Firefighters organization
selected by THE CITY OF MENIFEE
MADE FIT
EVENT MANAGEMENT FEE
t^ a\
ff'@
o ttb
Organizing and managing a race requires a significant time inveslrnent to
produce a quality event. The planning process could start as early as a 6-
12 months with a minimum weekly invostment of about 10 hours a ryeek.
However, the time commitment and efiorts are doubled as the race day
approaches.
MADE2BFIT will receive the race revenue directly from registrations
(minus expenses). As a result, MADE2BFIT will reduce the race
director fee to account for ths revenue eamed from the race
registrations.
MADE2BFIT will make a charitable donation to the FIREFIGHTER
organization choson by THE CITY OF MENIFEE
THE CITY OF MENIFEE will be responsible for all f66s payable to
MADE2BFIT for the race director s€rvices rendered during the terms
of the event management agreement-
Payment Schedule
90 days before the svont - 50% of contract amount due to
MADE2BFIT
10 dayg b€foro th€ event - 25% of contract amount due to
MADE2BFIT
72 hours afler the event - Balance of contract amount due to
MADE2BFIT.
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MADE
Should it be determined or decided that ths Client need addilion Event
Management Services above and beyond the ouuined services listed in this
contract, th€n a Work Change Order will be cfeated by MADE2BFIT.
Additional services shall be performed only after a written change order is
created by the RAC, and signed by an authorized Representative ofthe
event. Work Change Orders will bo either a set bid or shall be
compensated on a time and materials basis as determined by the language
in the Work Change Order.
lf for any reason a race is cancell€d by the Organizing entity or Benefactor
of the event, MADE2BFIT is entitled to submit an invoice for time and
matorials used to the dats of the event.
Fees for timing services will vary dep€nding on actual attendance at the
event. MADEzBFIT must adlust invoic€s accordingly. All other fees to
remain as documented on submitted bid forms, unless changss are pre-
approved in writing by the Client.
ln Client will name a Lead Person to work with MADE2BFIT on the
Management of this event. Should that person not be able to perform their
job responsibilities, THE CITY OF MENIFEE would require a new psrson
bs namgd within 7 days, in ord6r to ksep event schedule timelines.
TF
267tr'01t858-000t
lf MADE2BFIT 6mploys subcontractor(s) to complete the specifications of
the ev€nt management proposal, the subcontractor(s) must be listed on tho
'signature page' of this contract. Subcontractors are subiec{ to the same
rules and conditions as the primary contractor, including required proof of
insurance. Unapproved subcontractors may be reiected by the Client
provided the Client notifes MADE2BFIT in writing of their request and gives
14 days for action.
-il-