2018/09/05 The Natelson Dale Group, Inc. Comprehensive Economic Development Strategy (CEDS) PlanCITY OF'MFJ,NIFIiE
PROFESSIONAL SEIIVICES ACREEMENT
COMPREI{E,NSIVE ECONOMIC DEVIi,LOPMENT STRATEGY (CEDS) PLAN
TH
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unicipal corpora
IS PROFI:SSIONAI-SERVICES AGREEMENT ("Agreement") is made and effective
2018 ("Effective Date") by and between the CITY Otj MENIFEE.
a California m tion. ("City") and THE NATELSON DALE (,;ROUP. INC a
Califbrnia Corporalion ("Consultant"). City and Consullant may sometimcs herein be referred to
individually as a "Party" and collectively as thc "Panies."
SECTION I. SERVICES.
Subject to the terms and conditions set lofth in this Agreement, Consultant shall provide to
City the services describcd in the Scope ofServices, attached hereto as Exhibit A and incorporated
herein by this rcference (the "Services"). Consultant will perform subsequent task orders as
requested by the Contract Administrator (as defined below). in accordance with the Scope of
Services. ln the evcnt ola conflict in or inconsistency between lhe terms of this Agreernent and
Exhibit A. this Agreernent shall prevail.
| . I 'l ernr ol'Scrvices. The terrr of this A grccment shall bcgin on Scptcmber 5,2018
and shall end on Deccnrber 31,2019 unless the term of this Agreement is otherwise terminated or
extended as provided lbr in Section 8. The tirnc provided to Consultant to complete the Services
reqr.rired by this Agreemcnt shall not aftect City's right to tenninate this Agreemenl. as provided
lbr in Section 8.
1.2 Standard of Performance. Consultant re presents and warranls that Consultant is a
provider ol first class work and services and Consultant is experienced in perlorming the Services
contemplated herein and. in Iight of such status and experience. Consultant shall perfbnn the
Services required pursuant to this Agreement in the manner and according to the standards
observed by a compctent practitioner of the prol'ession in which Consultant is engaged in thc
gcographical area in which Consultant practices its prof'ession and to the solc satisf'action of the
Contract Administrator.
ment of Personne I Consultant shall assign only competenl personnel to
perform the Services pursuant to Agreement. In the event that City. in its sole discretion. at any
time during the terrn olthis 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 fIIg. 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 Perform Services. Consultant is not authorized to perform any of
the Services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization lrom the Contract Administrator.
I .3 Assi
l07t,0t 1858-000 t
SECTTON 2. COMPENSA'TION.
City hereby agrees to pay Consultant a surn not to exceed SIXTY FOUR THOUSANI)
NINE HUNDRED THIRTY DOLLARS AND ZERO CENTS (564,930.00) nolwithstanding
any contrary indications that rnay be contained in Consultant's proposal. for thc Services to bc
perlbrmed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Exhibit A. regarding the amount of compcnsation. this Agreement
shall prevail. City shall pay Consultant tbr the Serviccs rendered pursuant to this Agrcement at
thc tirne and in the manner set lbrth herein. The payments specified below shall be the only
payments from City to Consultant for the Services rcndered pursuant to this Agreement.
Consultant shall subrnit all invoices to City in the manncr specified herein. Except as specifically
autholized 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
Agreement. based on the cosl for the Services performed and reimbursable costs incurred prior to
the invoice datc. lnvoices shall contain the fbllowing infbrmation:
il Serial idcntifications o1'progrcss bills: i.e.. Progrcss Bill No. I fbr thc lilst
invoice. etc.i
b. The beginning and ending dates ol'lhe billing period;
c. A "Task Summary" containing the original contract amount, the amount of
prior billings. the total due this period. the balance available under this Agreement, and the
percentage of completion:
d. At City's option. Ibr each item in each task. a copy of the applicable tirre
entries or time sheets shall be subrritted showing the name olthe 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 perforrned under this Agreement by
Consuhant and each employee. agent. and subcontractor ol'Consultant performing the
Services hcreunder necessary to complete the Services described in Exhibit A;
I.
g. 1-heConsultantRcpresentative'ssignature.
Invoices shall bc submittcd 1o:
City of Menifee
Attn: Accounts Payable
297 l4 Haun Road
Menifee. CA 925 86
1laT t 0:\ 11r58,0001
Receipts tbr expenscs to be reimbursed;
2.2 Monthlv I)ayrrent. Cit y sha ll make rnorlthly payrnents- basctl on invoiccs lcccived.
for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt ofan invoice that complies with allofthe requirements
above to pay Consultant.
2.3 Final Pavnrcnt. Cit y shall pay the last fivc percent (5%) o1'the total amoulrl due
pursuant to this Agreemerrt within sixty (60) days after completion of the Services and submittal
to City of a final invoice. if all olthe Services required have been satisfactorily perfbrmed.
2.4 Total Pavrnent. Cit y shall not pay any additional sum lbr any expense or cost
whatsocvcr incurred by Consultant in rcndering thc Scrvices pursuant to this Agreement. City
shall rnakc no payment fbr any extra, Iirrlhcr'. or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either lbr a task or for the entirety of the
Services performed pursuant to this Agreement. unless this Agreement is modified in writing prior
lo the submission ofsuch an inroice.
2.5 Hourly Fces. Fces fbr the Services pellbrmed by Consultarrt on an hourly basis
shall not exceed thc amounts shown orr the l-ee schedule included with Exhibit A.
2.6 ReimbursahleFlxpenses Reimbursable expellses are included within the maximum
amourrt of this Agreement.
2.7 Payment of Taxes. Consultant is solel y responsible for the payment of ernployment
taxes incurred under this Agreement and any f'ederal or state taxes-
2.8 Payment upon Tennination. In the event thal Ci ty or Consultant terminates tlris
Agreement pursuanl to Section 8. City shall compensalc Consultant tbr all outstanding cosls and
reirnbursable expenses incurred fbr Serviccs satisl-actorily completcd and for reimbursable
expenses as ofthe date of written notice. of termination. Consultant shall maintain adequate logs
and timcshcets in order to verity costs and reirlbulsable expenses incurred to that date.
SECTION 3. FACIT-n'ilaS AND EQUIPMENT.
lixcept as otherwisc provided, Consultant shall. at its sole cost and expense, provide all
facilities and equipment necessary to perform the serviccs rcquired by this Agreement. City shall
make available to Consultant only physical lhcilities such as desks. filing cabinets. and conf'erence
space. as may be reasonabll, necessary tbr Consultant's usc rvhile consulting with City employees
and rcviewing records and tlrc infbnnation in possession of City. The location. quantity. and tirne
of lurnishing those f'acilities shall be irr the sole discretion of City. In no evenl shall City be
required to furnish any lacility that nray involve incurring any direct expense, including but not
limitcd to computer. long-distance telephone or other cornmunication charges. vehicles. and
reproduction facilities.
167l 0l t858-0001
76i0J2l 1.090,1 18 J-
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement. Consultant. at its own cost and expense.
shall procure the types and arnounts of insurance checked below and provide Certiflcates of
lnsurance, indicating that Consultant has obtained or currently maintains insurance that meets thc
requirements of'this section and which is satisf-actory, in all respects. to C'ity. Consultant shall
rnairrtain the insurance policies required by tl.ris section throughot( thc term of this Agreement.
'l'hc cost of such insurancc 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 providcd
cvidence thereof to City. Verification olthc required insurance shall bc submitted and made parl
of this Agreernent prior to execution. Consultant acknowledges the insurance policy must cover
inter-insured suits betr.l,een City and other Insureds.
4.1 Workers' Compensation. Consultant shall. at its solc cost and ex pcnsc. maintairl
Statulory Workers' Compensation lnsurance and Employer's l-iability Insurance fbr any and all
persons employed directly or indirectly by Consultant pursuanl to the provisions ofthe Califonria
I.abor Code. Statutory Workers' Compensation lnsurance and Etnployer's t,iability Insurancc
shall be provided with limits of not less than ONE MILI-ION DOLI-ARS ($1,000.000.00) per
accident. ONE MILLION DOLLARS ($ | ,000,000.00) disease pcr e mployee, and ONE MILLION
DOt,l.ARS ($1,000.000.00) disease per policy. ln the alternative. Consultant rnay rely on a sell-
insurance program to meet thosc requirements. but only ifthe prograrn of self-insurance complies
I-ully with the provisions ol'the Calilbrnia Labor Code. Determination of whether a self-insurance
program meets the standards ofthe Califomia Labor Code shall be solely in the discretion ofthe
Contract Administrator. The insurer. ifinsurance is provided. or Consultant. ifa program ofself'-
insurancc is provided. shall waive all rights of subrogation against City and its officers, officials.
employees. and authorized volunteers fbr loss arising from the Services performcd under this
Agrcernent.
a. General recluirements. Consultant. at its own cost and expense, shall
maintain commercial general and automobile liability insurance lbr the term of this Agreement in
an amount not less than ONE MILLION DOLLARS ($1.000.000.00) per occurrence, combined
single limit covcrage. for risks associated with the Services contemplated by this Agreement. TWO
MILLION DOLLARS ($2.000.000.00) general aggregate. and TWO MILLION
DOLLARS ($2.000.000.00) products/completed operations aggregate. lf a Commercial General
I-iability lnsurance or an Automobile Liability Insurance form or other f'orrn with a general
aggregate limit is used, either the general aggregate limit shall apply separately to lhe Services to
be perforrned under this Agreement or the general aggregate lirnit shall be at least twice the
required occurrence lirnil. Such coverage shall include but shall not be limited to. protection
againsl claims arising fronr bodily and personal injury. including death resulting therefrom, and
damage to property resulting fionl the Services contemplated under this Agreement. including the
tuse of hired. owned, and non-owned automobiles.
b. Minirrurn scopc ol'corclagc. Contnrercial gcrtcritl covclage shall be aI lcnst
as broacl as Insurance Serviccs Ollicc C'onrrncrcial General Liabilitv occurrence lornr CC000l.
l
1.7 Comnrercial Ccneral and Autornobile Liability Insurance.
Automobilc coveragc shall be at least as broad as Insurance Services Offlce Autonrobile Liability
tbnn CA 0001 ('odc 2. 8. and 9. No endorsernent shall be attached lirniting the covcragc.
c. Additional requirements. Each of the lollowing shall be included in the
insurance coverage or added as a certitied endorsement to the policy:
a. The insurance shall cover on an occutrence or an accident basis- and
not on a claims-made basis.
b. Any f'ailure of Consultant to comply with reporting provisions ol'the
policy shall not affect coverage provided to City and its officers. employees. agents,
and volunteers.
(icncral rcrlLrirenrcrrts. ('tlttsultant . at its own cost and expense. shalla
nraintain lbr the pcriod covered by this Agreement professional liability insurance lbr Iicensed
prof'essionals perlbrming thc Scrvices pursuanl to this Agreement in an amount not less than ONFI
MIt.l-loN DOLI,ARS ($1.000.000) covering rhe licensed professionals' errors and onrissions.
Any dcductible or sell'-insured rctention shall be shown on the Certificate. If the deductible or
self'-insured relention cxcceds TWENTY-FIVE 'IIJOIISAND DOLLARS ($25,000). it rnust be
approved by City.
b.
professional liabi
( lairn s-nradc lirnitations The following provisions shall apply il'the
lity coveragc is written on a claims-made form:
a. 'l'he retroactive date of the policy must be shown arrd must be no
later than thc commencement ofthe Services.
b. lnsurance must be maintained and evidence ol insurance must be
provided lbr at least live (5) years afier the expiration or tennination ol' this
Agreemen( or cornpletion ol the Services. so long as conrmerciallv available at
reasonable rales.
c. If coverage is canceled or not renewed and it is not replaced wilh
another claims-made policy fonn rvith a retroactive date that precedes the Effectivc
Date ol'this Agreemenl. Consultant must provide extended repo(ing coverage for
a minimunr of tlvc (5) years alter the expiration or termination of this Agreernent
or the cornpletion of the Services. Such continuation coverage may be provided by
one of the lbllowing: ( I ) renewal of the existing policy: (2) an extended reporting
period crrdorsement: or (3) replacement insurance with a retroactive date no later
than the commencernent ofthe Services underthis Agreement. Cityshall havethc
right to exercise. at Consultant's sole cost and expense. any extendcd reporling
provisions ol'the policy. ifConsultant cancels or does not renew the coverage.
d. A copy ol'the claim leporting requirements must be subrnitted to
City prior to the commencemenl of the Services under this Agreement.
-576.10411 I r0() 0.1 l8
4.3 Prolbssional Liabilitvlnsurance.
1.1 All I'o lic ics llettuirenrcnts.
Acceptability ol insurers. All insurancc required by this Section is to betl.
placed with insurers with a Bests' rating of no less than A:VII and admitted in Calilbrnia.
b. Veritication 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 of all
policies. including complete certilied copies of all endorsements. All copies of policies and
certified endorscments slrall show the signature of a person authorized by that insurer to bind
coverage on its behalf'. l'he Certificate of lnsurance must include the following reference:
COMPREHENSM ECONOMIC DEVELOPMENT STRATEGY (CEDS) PLAN. The
namc and address fbr Additional Insured endorsenrents, Certificates of lnsurance and Notice ol'
Cancellation is: City of Menifee.29714 Haun Road, Menifee. CA 92586. City must be endorsed
as an addilional insured for Iiability arising out ofongoing and completed operations by or on
behalf of Consultant.
c. Notice ol'Reduction in or Cancellation of Coverage. Corrsultant shall
providc writtcn notice to City within ten ( l0) working days it ( I ) any of the required insurance
policies is terrninated; (2) the limits ofany ofthe required polices are reduced; or (3) the deductible
or self insured retention is increased.
tl. Additional insulcd: primaly insurancc. Ci ty and its officers, employees.
agents. and aulhorized volunteers shall be covered as additional insureds with respect to each of
the iollowing: liability arising out o[' the Services performed by or on behalf of Consultant.
including the insured's gencral supervision of Consultantl products and completed opcrations ol'
Consultant. as applicablel premises owned. occupied, or used by Consultant: and automobiles
owncd. lcascd. or uscd by Consultant in the course of providing the Services pursuant to this
Agreernent. '['he coverage shall contain no special limitations on the scope ofprotection allbrded
to City or its oUicers. cmployees. agents. or authorized volunteers. The insurance provided to City
as an additional insured must apply on a prirnary and non-contributory basis with respect to any
insurance or sell'-insurancc program maintained by City. Additional insured status shall continur-
tbr one ( I ) year al'ter the expiration or term ination ol'this Agreement or completion of thc Scrviccs.
A certitled endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its officers, oificials. 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 Retentions. Consultant shall obtain thcc
written approval of City for the self-insured retentions and deductibles before beginning any ofthe
Services.
During thc term ol' this Agreement. only upon the prior express written
authorization olthc Contract Adnrinistlator. Consultant may increase such deductibles or scll'-
insured rctcntiorls with respect to City. its officers. employees. agcnts. and volunteers. 'l'he
Contract Adrninistrator may condition approval of' an increase in deductible or self'-insured
6-
retcntion lcvcls with a rcquiremenl that Consuhant procure a bond guaranteeing payment ol losscs
and related investigations. claitn adrninistration. and dcfcnse expenses that is satislhctoly in all
respects to cach ol'them.
f'. Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages lbr subcontractors shall be subject to all oltlre requirements stated
herein.
g. Variation. The Contract Administrator may. but is not required to, approve
in writing a variation in the foregoing insurance requirements. upon a determination that the
coverage, scope. limits. and tbrms ofsuch insurance are either not commercially available, or that
City's interests are otherwise t'ully protected.
4.5 Remedies. ln addition to any other remedies at law or equity City may have il'
Consultant lails to provide ol maintain any insurance policies or policy endorsements to the extent
and within thc tirnc hcrcin rcquired. City may. at its sole option. exercise any ol'the lollowing
remedies. which are altcrnatives to other remedies City may have and are not the exclusive remedy
fbr Consultant's brcaclr:
a. Obtain such insurance and deduct and retain the amount ofthe premiums
for such insurance from any sums due under this Agreement;
b. Ordcr Consultant to stop work under this Agrcemeut or withhold any
payrnent that becomes due to Consultant hereunder. or both stop work and withhold any
payrnent. until Consultant demonstratcs compliance with the requirements hercot': and/or
'l'crnr inatc this Asreenrent.c
SECTION 5. INI)IiMNIFICATION.
5.1 lnclcm n illcation lirr I)rol'essional Liabilitv. Whele thc law establish esa
plot'essional standard of care lor performance of the Services. to the fullest extent permitted by
law. Consultant shall indcnrnify. protect. defend (with counsel selected by City). and hold harmless
City and any and all of its officers. employees. officials. volunteers. and agents from and against
any and all claims. losses. costs. damages, expenses, liabilities. liens. actions. causes of action
(whether in tort, contract. under statute. at law. in equity. or otherwise) charges" awards.
assessments. fines, or penalties of any kind (including reasonable consultant and expert Ges and
expenses of investigation. costs of whatever kind and nature and. il Consultant fails lo provide a
defense for City, the legal costs ol counsel retained by City) and any judgment (collectively.
"Claims") to the extent same are caused in whole or in part by any negligent or wrongful act. error,
or omission of Consultant. its officers. agents. employees. or subcontractors (or any entity or
individual that Consultant shall bear the legal liability thereof) in the performance of prot'essional
serv ices under this Agreement.
5.2 Indernn itlcation fbr Other than Professional Liabilitv. Other than in the
performance of professional services and to thc f'ull extent permitted by law, Consultant shall
indernnify. protcct. def'end (with counsel selected by City), and hold harmless City. and any and
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allof its officers- employees- oflcials. volunteers. and agents lrom and against any and all Claims.
where the same arise out of. are a consequence of. or are in any way attributable to. in whole or in
pafl. the performance of this Agrcement by Consultant or by any individual or cntity for which
Consultant is legally liable. including but not limited to officers. agents. employees or
subcontractors of Consultant.
5.3 Limitationol-lnclcrnnillcation. The provisions ol'this Section 5 do not apply to
claims occurring as a result ol Cily's sole or active negligence. The provisions of this Section 5
shall not release City fionr liability arising lionr gross negligence or willlirl acts or omissions ol
C'it1, or any and all of its olllcers. olllcials. employees. and agents acting in an oflicial capacity.
SF],CTION 6. STATUS OF CONSI]LTANT.
6.1 Independent Contractor. At alltimes durin g the term ofthis Agreement. Consultant
shall be an independent contractor and shall not be an employee of City. City shall have the right
ltl control Consultant only insotar as lhe results of the Services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subparagraph l.3l however, otherwise City
shall not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to this Agreement. 'l'he personnel performing the Services under this
Agreen'lent on behalf ol Consu ltant shall at all times be under Consultanl's exclusive direction and
control. Consultant shall not at any tirne or in any manner represent that it or any of its officers.
employees. or agents is in any manner ofllcers. offlcials. 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 fbr tlre fees paid to Consultant as provided in this Agreement.
City shall not pay salaries. wages. or other compensation to Consultant lbr performing the Services
hereunder for City. City shall not be liable for compensation or indemnitication to Consultant for
injury or sickness arising out ol performing lhe Services hereunder. Notwithstanding any other
City. stale. or lederal policy. rule. regulation. law. or ordinance to the contrary, Consultant and any
of its ernployees, agents. and subcontractors providing serviccs undcr this Agreement shall not
qualify lbr or become entilled lo any corr:pensation, benefit, or any incident of ernployment by
City, including but not limited to eligibility to enroll in the Calilbrnia Public Employees
Retirement System ("PERS") as an employee of City and entitlenrent to any contribution to be
paid by City lbr employer contributions and/or employee contributions lbr PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance u,ith Applicable Laws. Consultant and any subconlraclor shall comply
with all applicable local. state. and l'cdcral laws and regulations applicable [o the performance of
the wolk hereunder. Consultanl shall not hire or cmploy any person to perlbrm work within City
or allow any person to perlbrm the Scrviccs rcquired under this Agreemenl unless such person is
plopcrly documented and legally entitled to be employed within the lJnited States. Any and all
work sub.iect to prevailing wages. as dctermined by tlre Dircctor ol'lndustrial Relations ofthe State
ol'Clalitbmia. will be the mininrurn paid to all laborers. including C'onsultant's cnrployce and
subcontractors. It is understood that it is the responsibility ofConsultant to determine the corrcct
scale. 'l'he State Prevailing Wage Rates rnay bc obtained fiorn thc Calilbrnia Department of
-8-
lndustrial Relations ("DIR") pursuant to California Public Utilities Code. Sections 465.466. and
467 by calling 4'15-703-4774. Appropriate records demonstrating compliance with such
requirement shall be maintained in a safc and secure location at all times. and readily availablc at
City's request. Consultant shall indenrnify. defend, and hold City and its elected and appointed
boards. members, officials. officers, agents, representatives, employees. and volunteers harmless
from and against any liability. loss. damage, cost or expenses (including but not limited to
reasonable attorneys' fees, expert witness l'ees, court costs, and costs incuned related kt any
inquirics or proceedings) arising lrom or related to (i) thc noncompliance by Consultant or any
party pertbrming the Services ofany applicable local, state. and/or federal law. including. without
limitation, any applicable lederal and/or state labor laws (including. without limitation. the
requircment to pay state ptevailing wages and hire apprcntices): (ii)the implementation ofSection
l78l of the Labor Code. as the same may be amended tiom time to time, or any other similar law;
and/or (iii) l'ailure 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
lrom time to time. or any other similar law. It is agreed by the Pa(ies that. in connection with
perlbnnance ofthe Ser.yices. including. without limitation. any and all public works (as detined
by applicable law), Consultant shall bear all risks ofpaynrent or non-paymenl ofprevailing wages
under Califbrnia law and/or the implementation of Labor Code Section I 78 I , as the same may be
amended liom time to time. and/or any other similar law. Consultant acknowledges and agrees
that it shall be independcntly responsiblc for reviewing the applicable laws and regulations and
el-t'ectuating compliance with such laws. Consultant shall require the same ofall subcontractors.
7.3 Licenses antl Pelrnits. C'onsultant re presents and warrants to City that Consultant
and its employees, agcnls. and any subcontractors have all licenses. perrnits" qualifications, and
approvals of whatsoever nature that are legally required to practice their respective professions.
Consultant represents and waffants to City that Consultant and its ernployees. agcnts. and
subcontractors shall. at thcir sole cost and expense. keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals lhat are legally required to practicc their
respective professions. In addition to the fbregoing, Consuhant and any subcontractors shall obtain
and maintain during the term of this Agreement valid Business Licenses f'rom City.
SE,CTION 8. TEITMINATION ANI) MODIFICATION.
y may canccl this Agreenrent at any tin're and without cause upon
writtcn notillcation to Corlsu ltant
8.2 Termination bv Consultant. Consultant ma y canccl this Agreement upon 30 days'
written notice to City
8.3 Consequences of l-enrination. ln the evcnt of terminatiort. Consultant shall be
entitled to compensation fbr the Serviccs perlbrrned up to the date of terrnination; City. lrowcvcr.
may condition payment ol'such cornpcnsation upon ConsLrltant delivcring to City any or all
documcnts. photographs. computer sot'tware. vidco and audio tapes. and other materials pr<lvided
to Consultant or preparcd b1'or fbr Consultant or City in connection with this Agreemcnt.
l'1. I Tcrrrination. C'it
167l0llll58-000t
76i0ll! I a0(, 0{ l8 -9-
8.4 Extension. City may. in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection l.l. Any such extension shall require a
writtcn amendnrent to this Agreement. as provided lbr herein. Consultant understands and agrccs
that. if City grants such an extension. City shall have no obligation to provide Consultant with
compensation beyond the maximum amount provided fbr in this Agreement. Similarly. unless
autlrorized by the Contract Administralor. City shall lrave no obligation to reimburse Consultant
lbr any otherwise reimbursable expenses incurred during the exlension period.
8.5
all the Parties.
Arnendmcnts. 'l'he Parties rna y amcncl this Agreement only by a writing signed by
8.6 Assignment and Subcontractin s. cit y and Consultant recognize and aglee that this
Agrecment contemplates personal performance by Consultant and is based upon a determination
of Consultant's unique personal competence. expcrience. and specialized personal knowledge.
Moreover, a substantial inducement to City fbr entering into this Agreement was and is the
prolessional reputation and competence ofConsultant. Consultant may not assign this Agrccment
or any interest therein without the prior written approval ofthe Clontract Administrator. Consultant
shall not subcontract any portion ofthe performance conlemplated and provided for herein. other
than 1() 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 termirration ol this
Agreement and all provisions of this Agreernent allocating liability between City and Consultant
shall survive the expiration or termination of this Agreernent.
8.8 Options upon Breach by Consultant. lf Clonsultant materially breaches any ofthe
lerms of this Agreement. City's remedies shall include, but not be limited to, any or all of thc
tbllowing:
a. Immediately terminate this Agreement:
b. Retain the plans. specifications. drawings. repons. design documents. and
any other'*,ork product prepared by Consultant pursuant to this Agreementt
c. Retain a different consultant to complete the Services described in
Exhibit A: and/or
d. Charge Consultanl the dil'lerence between the cost to complete the Serviccs
described in tlxhibitA that is unlinished at tlre tinle of breach and the amount that City
would havc paid Consultant pursuant Io Seclion 2 if Consultant had conrplctcd the
Serv ices.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created a P t'rmance. All re pofts. data. maps.
tlodcls. chat'ts. studies. surveys. photographs. rnenroranda. plans" studies. spccifications. rccorcls.
lilcs. or any other documents or materials. in clectronic or any other fbnr that Consrrltant prcparcs
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or obtains pursuant to this Agreement and lhat relate to the matters covered hereunder shall be the
property of City. Consultant hereby agrees to deliver thosc docLrments 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 specitically for 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. Cityand
Consultant agrcc that. until final approval by City. alldata. plans. specifications. reports, and other
documents are confidential and will not bc released lo third parties without prior writlen consent
ofboth Parties unless required by law.
9.2 Licensins of Intellectual Property. This Agreement creates a non-exclusive and
perpetual license [br City to copy. use. modily. 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
ofauthorship fixed in any tangible medium of expression. including but not limited to, physicat
drawings. digital renderings, or data stored digitally. magnetically. or in any othcr mcdium, which
are prepared or caused to be prepared by Consultant under this Agreement ("Docrrments and
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-
exclusive and pcrpctual license for any Documents and Data thc subcontractor prepares under this
Agreement. Consultant represents and warrants that Consultant has the legal right to license any
and all Documents and Data- Consultant makes no such representation and warranty in regard to
Documents and Data which were prepared by design prolbssionals 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 Dala al any tirne. provided that any such use not within the purposes intendcd by this
Agreement shall be at City's sole risk.
9.3 Consultant's Books and Rccords. 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. from
thedateoffinal payment to Consultant under this Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible.
9.1 Insncction and Audit ol'I{ccolcl . Any records or documents that Scction 9.3 olS
this Agreement requires Consultant to maintain slrall be made available for inspection. audit,
and/or copying at any time during regular business hours. upon oral or writtcn rcquest ol City.
Under California Government Code Section 8546.7, if the amount ofpublic funds expended under
this Agreement exceeds TEN THOUSAND DOLLARS ($10.000.00). this Agrecment shall be
subject to the examination and audit ol'the State Auditor. at tlre request of City or as part olany
audit of City, Ibr a pcriod ofthree (3) years after final paymenl under this Agreement.
SECTION IO,MISCELI,ANEOUS PROVISIONS.
l0.l Attorneys' Fees. If either Party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
Party shall be entitled to reasonable attomeys' fees and expenses including costs. in addition to
l67lr0l1858-0001
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any other relief to which that Party may be entitled; provided, however. that the attorneys' l'ees
awarded pursuant to this Section shall not exceed the hourly rate paid by City lor legal services
multiplied by thc reasonable number ol hours spent by the prevailing Party in the conduct of the
litigation. The cou( may set such fees in the same action or in a separate action brought lbr that
purpose.
10.2 Applicable Lawt Venuc. -l hc internal laws ol'the Statc of C'alif'ornia shall tovern
the interpretation and cnlbrcenrent ol'this Agrccmcnt. In thc cvcnt tlra( eithcr Party brings any
action against the other under this Agrccrncnt. the Partics agree that trial ot'such action shall be
vested cxclusivcly in Riverside ('ount1'.
10.3 Severabilitv. If any provision of this Agreement is held invalid. the remainder of
this Agreement shall not be affected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
10.4 Scction Headinss and Subheadings. 'lhe section headin gs ancl 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 Waiverof Breach, The waiverofany breach ofaspecific 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 Agrcement shall inure to the benellt
ofand shall apply to and bind the successors and assigns ollhe Parties.
10.7 Consultant Reoresentalive. All nratters under this Agreemenl shall be handled lbr
Consultant by Roger A. Dale. Principal ("Consultant's Representative"). The Consultant's
Representative shall have fullauthority to represent and act on behallofConsultant Ibrallpurposes
under this Agreement. The Consultant's Representative shall supcrvise and direct the Services.
using his best skill and attention. and shall be resporrsible lor all rneans. 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 Agreemcnt shall bc administered by a City
employee. Gina Gonzalez. Economic Developmenl Manager ("Conlract Adm in istrator"). All
correspondence shall be directed to or ll'lrough the Contract Adrninistrator or his designee. 'l'he
Contract Administrator shall have the power to act olr behall ol City for all purposes under this
Agreemenl. Unless olherwise provided in this Agreement. Consuhant shall not accept dircction
or orders lionr any person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Consultant shall be sent lo:
THE NA-IELSON DALE GROL,]P. INC
Attn: Roger A. Dale, Prirrcipal
28835 E. [-a Palrna Avenue. Suite I
Yorba [,inda. CA 92887
267t0t lll58-000 t
?6:10.11I I a09,'0tr l8 -12-
Any written noticc to City shall be sent to the Contract Administrator at:
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: Gina Gonzalez. Economic Development Manager
with a copy to:
City Clerk
City of Menifee
2971 4 Haun Road
Menif'ee- CA 92586
10.10 Professional Seal. Where applicable in the deterrnination of the Contract
Administrator, the first page ofa technical report. first page ofdesign specifications, and each page
of construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and
Signature of Registered Prolessional with report/design responsibility," as in the following
example.
Seal and Signature of Registered Professional with
repoft/design responsibi I ity.
l 0.l l Rights and Remedies. Ilxce pt with respect to rights and rcmedics cxpressly
declared to be exclusive in this Agreernent, 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
exercisc by iI. at the same or diflerent times. of any other rights or remedies for the same default
or any other default by the other Party.
10.12 Inteeration. This Agreement. including the scope ofservices attached hereto and
incorporated herein as Exhibit A. represents the entire and integrated agreement between City and
Consuhant and supersedes all prior negotiations- representations- or agreements. either written or
oral. The tenns of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed lbr or against either Pany by reason ofthe authorship of
this Agreement or any other rule of construction whiclr might otherwise apply.
[0.13 Counterparts. Ihis Agreemerlt may be executed in multiple counterpafts. each of
which shall be an original and all ol which together shall constitute onc agreement.
10.14 Execution ofContract. The persons executing this Agreement on behalfofeach of
the Parties hereto represent and warrant that (i) such Party is duly organized and existing. (ii) they
are duly authorized to execule and deliver this Agreement on behalf of said Parly, (iii) by so
executing this Agreement. such Party is fbrmally bound to the provisions of this Agreement, and
(iv) that entering into this Agreement does not violale any provision of any other Agreement to
which said Party is bound.
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10.15 Nondiscrimination. Consultant covenants that. byand fbr itself'. itsheirs. executors.
assigns. and all persons claiming under or through them. that in the performance ofthis Agreemcnt
therc shall be no discrimination againsl or segrcgation ot. any person or group ol'persons on
account of any impermissible classification including. but not limited to. race, color. crecd.
religion. sex. marital status. sexual orientation, national origin- or anccstry.
10.16 No Third Part-v Benef'iciaries. With the exception of the specific provisions sel
forth in this Agrecment. there are no intcnded third-party beneficiaries under this Agreemen( and
no such other third parries shall have any rights or obligations hereunder.
10.17 Nonliabilityof Citl Officers and Emrrloyees. No of ficer. offic ial. em ployee, agent.
representative, or volunteer of City shall be personally liable to Consultant. or any successor in
intcrcst, in the event ofany default or breach by City or for any amount which rnay become due to
Consultant or to its successor. or lbr breach ofany obligation ofthe terms olthis Agreement.
10.18 No Undue InflLrcnce. Consultant declarcs and warranls that no unduc inlluencc 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 receivc
compensation, directly ol indirectly. from Consultant. or f'rom any officer. employee, or agent of
Consultant. in connection with the award ofthis Agreement or any work to be conducted as a result
of this Agreement.
I 0. l9 No Benelit to Arisc to C nlovees. No member . officer. or employee ol City.irv E t1-)
or their designees or agenls. and no public ollcial who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or fbr one ( l) year thereal'ter,
shall have any interesl. direct or indirect. in any agreement or sub-agreement. or the proceeds
thereot. for the Services to be pcrfbrmed under this Agreemenl.
[Signatures on Following Page]
- l4-
IN WITNESS WHEREOF. the Parties hereto have executed and entered into this
Agreement as ofthe Effective Date.
CITY OF
Bill Zirnme
Attest:
IFI'E
S anwanng-ity Cl
as to Form:
e lch ing.Attornev
CONS ANT
Roger A. Dale. President
Cathy J. Dale.
[Note: 2 officer's signatures required if
Consultant is a corporation. unless provided
with a certiflcate ol'secretary in-lieul
yor
.l
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//n
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HXHIBI'I'A
PAGE I
2671i0:i t858-0001
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EXHIBIT A
SCOPE OF SERVICES
Cost Proposal-The Natelson Dale Group, lnc.
City of Menifee Comprehensive Economic Development Strategy (CEDS)
The Natelson Dale 6roup, Lnc. (TN DG) would complete the proposed scope of work for a total fixed fee
of s64,930 (SIXTY FOUR THOUSAND NtNE HUNDRED AND THTRTY DOTLARS), including all professional
fees and associated expenses. Consultant hours by major project component are estimated as follows:
Maior Projeal Component TotalHours TotalFee
Technical Eackground Studies (Tasks 1.2)140 s21,700
Public/Stakeholder Engatement (Ta5k 3)90 S13,9so
SWOT Analysi5 (Task 4)60 59,300
CE0S Preparation (Tasks 5-8)96 S14,880
CE05 Approval (Ta5ks 9-10)20 53,100
Subtotol, P.ofessionol Fee 406 562,9j0
Dir€cl Expenses
Data 51,s00
T.avel{mileage, etc.}ss00
GRAND TOTAL 406 s54,930
The estimated professional fee reflects the followinB hourly billing rates by staff cate8ory (a blended
rate of 5155/hour has been utilized to calculate the total fee by task):
TNDG Principal - S185
TNDG Senior Associate - S170
TNDG Research Associate - S125
TNDG proposes the following payment schedule for this contract:
Completion Mllestone Percent oI Tolal Billable Amount
Te.hnical Background Report' DRAFT 25v.516,232.s0
Techni.al Background Report - FINAL 10v S6,493.00
CEDS Committee Meeting f1 S3,245.so
CEDS Committee Meeting f2 5%S3,246.so
CEDS Committee Meeting S3 5%53,245.so
SWOT Report 75%s9,739.s0
Draft cEDs 1S%s9,739.s0
FinalCEDS 70v6 56,493.00
City CouncilApproval s3,246.50
EDA Approval S3,246.s0
fotol 100%Su,93o.oo
This cost proposal shall remain valid for period of at least ninety (90) days.
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5%
'l he Scopc ol'\York I'u hlic/Str kch ol(lcr Iiugagenrcnt ('l':rsk J) is anrcnrlcrl to inclutlctl threc
(3) &)tal uorkshol)s:lt no arltlitionll cost fronr the S(r{,()J(}.(l(l prolxrsetl.
-J
16lroi t858 000 t
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EXHIBIT B
INSURANCE