2017/07/01 Paleo Solutions, Inc.CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
effective this l't day of July("Effective Date") by and between the CITY OF MENIFEE, a
Califomia municipal corporation, ('City") and Paleo Solutions INC, a Califomia S-Corporation,
"Consultant"). City and Consultant may sometimes herein be referred to individually as a
"Party" and collectively as the "Parties."
SECTION-I. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide
to city the services described in the Scope of Services, attached hereto as Exhibit A and
incorporated herein by this reference (the "services"). Consultant will perfonn subsequent task
orders as requested by the Contract Administrator (as defined below), in accordance with the
Scope of Services. In the event of a conflict in or inconsistency between the terms of this
Agreement and Exhibit A, this Agreement shall prevail.
l. t Term of Services. The term of this A greement shall begin on July l, 2017 and
shall end on June 30, 2019 unless the term ofthis A$eement is otherwise terminated or extended
as provided for in Section 8. The time provided to Consultant to complete the Services required
by this Agreement shall not affect City's right to terminate this Agreement, as provided lor in
Section 8.
I .2 Standard of P ormancc Consultant represents and warrants that Consultant is a
provider of first class work and services and Consultant is experienced in performing the
Services contemplated herein and, in light of such status and experience, Consultant shall
perform the Services required purcuant to this Ageement in the manner and according to the
standards observed by a competent practitioner ofthe profession in which Consultant is engaged
in the geographical area in which Consultant practices its profession and to the sole satisfaction
of the Contract Administrator.
1,3 Assisnment of Personnel. Consultant shall assi gn only competent personnel to
perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at anv
time during the term of this Agreement, desires the reassignment ofany such persons, Consultant
shall, immediately upon receiving notice from city of such desire of city, reassign such person
or persons.
1.4
pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations
hereunder.
t5 Authorization to Perform Services. Consultant is not authorized to perform any
ofthe Services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Time. Consultant shall devote such time to the perlormance of the Services
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SECTION2. COMPENSATION.
City hereby aglees to pay Consultant a sum not to exceed TWENTY THOUSAND
DOLLARS ($20,000.00) notwithstanding any contrary indications that may be contained in
Consultant's proposal, for the Services to be performed and reimbursable costs incurred under
this Agreement. ln the event ofa 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
pa)'ments specified below shall be the only payments from City to Consultant for the Services
rendered pusuant to this Agreement. Consultant shall submit a.ll invoices to City in the manner
specified herein. Except as specifically authorized in advance by City, Consultant shall not bill
City for duplicate services performed by more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
Serial identifications of progress bills; i.e-, Progress Bill No. 1 for the first
lnvotce, etc.;
b. The beginning and ending dates ofthe billing period;
c. A "Task Summary" containing the original contract amount, the amount
ofprior billings, the total due this period, the balance available under this Agreement, and
the percentage of completion;
d. 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 perfonning the
Services hereunder necessary to complete the Services described in Exhibit A;
Receipts lor expenses to be reimbursed;
The Consultant Representative's sig'nature
Invoices shall be submitted to
City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee, CA 92586
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for the Services satislactorily performed, and for authorized reimbursable costs
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incurred. City shall have thirty (30) days from the receipt ofan invoice that complies with all of
the requirements above to pay Consultant.
2.4 Total Payment. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Sewices pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuanl to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing
prior to the subrnission of such an invoice.
2.5 Hourly Fees, Fees for the Services performed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Exhibit A.
2.6 Reimbursable Expenses Reimbursable expenses are included within the
maximum amount of this Agreement
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incuned under this Agreement and any federal or state taxes.
2.8 Payment upon Termination. tn the event that City or Consultant tenninates 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 veri[, costs and reimbursable expenses incurred to that date.
SECTION 3. I.'ACILITIES AND EQT]IPMENT.
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 noevent
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 REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and
expense, shall procure the types and amounts of insurance checked below and provide
Certificates of Insurance, indicating that Consultant has obtained or cunently maintains
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2.3 Final Payment. City shall pay the remainder of the total amount due pursuant to
this Agreement within sixty (60) days after completion of the Services and submittal to City of a
final invoice, if all ofthe Services required have been satisfactorily performed.
insurance that meets the requirements of this section and which is satisfactory, in all respects, to
City. Consultant shall maintain the insurance policies required by this section throughout the
term of this Agreement. The cost of such insurance shall be rncluded 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 thereol to City. Venfication of the required
insurance shall be submitted and made part of this A$eement prior to execution. Consultant
acknowledges the insurance policy must cover inter-insured suits between City and other
Insureds.
4.1 Workers' Compcnsation. Consultant shall , at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions of the
Califomia Labor Code. Statutory 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 DOLLARS ($1,000,000.00) disease per policy. In the
altemative, Consultant may rely on a self-insurance program to meet those requirements, but
only if the program of self-insurance complies fully with the provisions of the Califomia Labor
Code. Determinalion of whether a self-insurance progmm meets the standards of the Califomia
Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if
insurance is provided, or Consultant, if a program of self-insurance is provided, shall waive all
rights of subrogation against City and its officers, officials, employees, and authorized volunteers
for loss arising from the Services performed under this Agreement.
4.2 Commercial General and Automobile Liabilitv Insurance.
a. General requirements. Consultan t, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement
in an amount not less than ONE MILLION DOLLARS ($ 1,000,000.00) per occurrence,
combined single limit coverage, for risks associated with the Services contemplated by this
Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO
MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a
Commercial General Liability Insurance or an Automobile Liability Insurance form or other
form with a general agg.regate limit is used, either the general aggregate limit shall apply
separately to the Services to be performed under this Agreement or the general aggregate limit
shall be at least twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury, including death
resulting therefrom, and damage to property resulting lrom the Sewices contemplated under this
Agreement, including the use olhired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at
least as broad as lnsurance Services Office Commercial General Liability occurrence form
CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached
limiting the coverage.
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c. Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occunence or an accident basis,
and not on a claims-made basis.
a. General requirements. Consultan t, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than
ONE MILLION DOLLARS ($ I ,000,000) covering the licensed professionals' errors and
omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the
deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND
DOLLARS ($25,000), it must be approved by City.
b. Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no
later than the commencement ofthe Services.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or termination of this
Agreement or completion of the Services, so long as commercially available at
reasonable rates.
c. 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 Ageement, 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 of the following: (l) renewal olthe existing policy;
(2) an extended reporting period endorsement; or (3) replacement insurance with
a retroactive date no later than the commencement of the Services under this
Agreement. City shall have the right to exercise, at Consultant's sole cost and
expense, any extended reporting provisions of the policy, if Consultant 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.
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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.
4.3 ProfessionalLiabilitylnsurance.
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a. Acceplabiliw of insurers. All insurance requrred by thrs Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in Califomia.
b. Verification of coverage. Prior to be ginning the Services under this
Agreement, Consultant shall furnish City with Certificates of lnsurance, additional insured
endorsement or policy language ganting 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 lnsurance must include the following reference:
Paleo-Solutions - Community Development Department Services. The name and address for
Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City
of Menifee, 29714 Haun Road, Menifee, CA 92586 City must be endorsed as an additional
insured lor liability arising out of ongoing and completed operations by or on behalf of
Consultant.
d. Additional insured: primary insurance. City and its officers, employees,
agents, and authorized volunteers shall be covered as additional insureds with respect to each of
the following: liability arising out of the Services performed by or on behalf of Consultant,
including the insured's general supervision of Consultant; products and completed operations of
Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by Consultant in the course of providing the Services pusuant to this
Agreement. The coverage shall contain no special limitations on the scope of protection
afforded to City or its officers, employees, agents, or authorized volunteers. The insurance
provided to City as an additional insured must apply on a primary and non-contributory basis
with respect to any irsurance or self-insurance program maintained by City. Additional insured
status shall continue for one(l)year after the expiration or termination of this Agreement or
completion of the Services.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its officers, officials, employees, and volunteers, and
that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss
under the coverage.
e. Deductibles and Self-insured Retentions. Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any of
the 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
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4.4 All Policies Requirements.
c. Notice of Reduction in or Cancellation of Coverage. Consultant shall
provide written notice to City within ten ( l0) working days if: (l) any ofthe required insurance
policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the
deductible or self-insured retention is increased.
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
losses and related investigations, claim administration, and defense expenses that is satisfactory
in all respects to each of them.
f Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall fumish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
4.5 Remedies. ln 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 lrom 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
Terminate this AgreementC
SECTION 5. INDEMNIFICATION.
5.1 Indemnification for Professional Liabiliw. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent permitted by
law, Consultant shall indemnif, protect, defend (with counsel selected by City), and hold
harmless City and any and all of its ofTicers, employees, officials, volunteers, and agents from
and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes
ofaction (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards,
assessments, fines, or penalties ofany kind (including reasonable consultant and expert fees and
expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a
defense for City, the legal costs of counsel retained by City) and any 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 thereol) in the performance of
professional services under this Agreement.
5.2 Indemnillcation tbr Other than Professional Liabilitv. Other than in the
perfonnance ol professional services and to the full extent permitted by law, Consultant shall
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g. Variation. The Contract Administrator may, but is not required to,
approve in writing a variation in the foregoing insurance requirements, upon a determination that
the coverage, scope, limits, and forms ofsuch insurance are either not commercially available, or
that City's interests are otherwise fully protected.
indemnifr, protect, defend (with counsel selected by City), and hold harmless City, and any and
all of its officers, employees, officials, volunteers, and agents from and against any and all
Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in
whole or in part, the performance olthis Agreement by Consultant or by any individual or entity
for which Consultant is legally liable, including but not limited to officers, agents, employees or
subcontractors of Consultant.
5.3 Limitation of Indemnification. The provisions of this Section 5 do not apply to
claims occurring as a result of City's sole or active negligence. The provisions ofthis Section 5
shall not release City from Iiability arising from gross negligence or willful acts or omissions of
City or any and all of its officers, officials, employees, and agents acting in an oflcial capacity.
SECTION 6. STATIIS OF CONSI.iLTAN'I.
6.'l Independent Contractor. At all times durin g the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of City. City shall
have the right to control Consultant only insofar as the results ofthe Services rendered pursuant
to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,
otherwise City shall not have the right to control the means by which Consultant accomplishes
the Services rendered pursuant to this Agreement. The personnel performing the Services under
this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive
direction and control. Consultant shall not at any time or in any manner represent that it or any
of its officers, employees, or agents is in any manner officers, 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 for the lees paid to Consultant as
provided in this Agreement, City shall not pay salaries, wages, or other compensation to
Consultant for perlorming the Services hereunder for City. City shall not be liable for
compensation or indemnification to Consultant for injury or sickness arising out of performing
the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation,
law, or ordinance to the contrary, Consultant and any of its employees, agents, and
subcontractors providing servrces under this Agreement shall not qualify lor or become entitled
to any compensation, benefit, or any incident of employment by City, including but not limited
to eligibility to enroll in the Califomia Public Employees Retirement System ("PERS") as an
employee of City and entitlement to any contribution to be paid by City for employer
contributions and/or employee conlributions for PERS benefits.
SECTION 7. LEGAL RtrQTIIREMEN'I'S.
7.1 Govemins Law. The laws of,the State of Califomia shall govern this Agreement
7.2 Comoliance with Applicable Laws. Consultant and an v subcontractor shall
comply with all applicable local, state, and federal laws and regulations applicable to the
performance ofthe rvork hereunder. Consultant is aware ofthe requirements of Califomia Labor
Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8,
Sections 1600, et seq., ("PrevaiHng Wage Laws"), which require the payment of prevailing wage
rates and the performance of other requirements on "Public works" and "Maintenance" projects.
lf the Services are being performed as part of an applicable "Public works" or ''Maintenance"
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project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE
THOUSAND DOLLARS ($ I,000) or more, Consulknt agrees to fully comply with such
Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of
payroll records and the employment of apprentices. Consultant will maintain and will require all
subcontractor to maintain valid and current California Department of Industrial Relations
('DIR") Public Works Contractor registration during the term of this Agreement. Consultant
shall noti$r the City in writing immediately, and in no case more than twenty-four (24) hours,
after receiving any information that Consultant's or any of its subcontractor's DIR registration
status has been suspended, revoked, expired, or otherwise changed. 11 is understood that it is the
responsibility of Contractor to determine the correct salary scale. Any and all work subject to
prevailing wages, as determined by the Director of Industrial Relations ofthe State of California,
will be the minimum paid to all laborers, including Consultant's employee and subcontractors. It
is understood that it is the responsibility of Consultant to determine the correct scale. The State
Prevailing Wage Rates may be obtained lrom 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 City's request.
Consultant shall indemnify, defend, and hold City and its elected and appointed boards,
members, officials, officers, agents, representatives, employees, and volunteers harmless from
and against any liability, loss, damage, cost or expenses (including but not limited to reasonable
attomeys'fees, expert witness fees, court costs, and costs incurred related to any inquiries or
proceedings) arising from or related to (i) the noncompliance by Consultant or any party
performing the Services of any applicable local, state, and/or lederal lau including, without
limitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of
Section l78l of the Labor Code, as the same may be amended from time to time, or any other
similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any
required disclosure or identification as required by Labor Code Section 1781, as the same may be
amended from time to time, or any other similar law. It is agreed by the Parties that, in
connection with performance of the Services, including, wilhout limitation, any and all public
works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment
of prevailing wages under Califomia law and/or the implementation of Labor Code Section
1781, as the same may be amended from time to time, and/or any other similar law. Consultant
acknowledges and agrees that it shall be independently responsible for reviewing the applicable
laws and regulations and effectuating compliance with such laws. Consultant shall require the
same of all subcontractors. Consultant shall not hire or employ any person to perform work
within City or allow any person to perfom the Services required under this Agreement unless
such person is properly documented and legally entitled to be employed within the United States.
7.3 Licenses and Permits. Consultant represents and wanants to City that Consultant
and its employees, agents, and any subcontractors have all licenses, pennits, 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. [n addition to the foregoing, Consultant and any subcontractors shall
obtain and maintain during the term ofthis Agreement valid Business Licenses frorn City.
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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 Term ination bv Consultant Consultant may cancel this Agreement upon 30 days'
written notice to City
8.3 Conseouences 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 for in Subsection 1.1. Any such extension shall requrre a
written amendment to this Agreement, as provided for herein. Consultant understands and
a$ees that, if City grants such an extension, City shall have no obligation to provide Consultant
with compensation beyond the maximum amounl 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 Amendments. The Parties may amend this A$eement only by a writing signed
by all the Parties.
8.6 Assisnment and Subcontracting. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based upon a
determination ofConsultant's unique personal competence, experience, and specialized personal
knowledge. Moreover, a substantial inducement to City lor entering into this Agteement was
and is the professional reputation and competence of Consultant. Consultant may not assign this
A$eement or any interest therein without the prior written approval of the Contract
Administrator. Consultant shall not subcontract any portion of the performance contemplated
and provided for herein, other than to the subcontractors noted in Consultant's proposal, wtthout
prior written approval of the Contract Administrator. In the event that key personnel leave
Consultant's employ, Consultant shall notify City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination of this
Agreement and all provisions of this Agreement allocating liability between City and Consultant
shall survive the expiration or termination of this Agreement.
8.8 Ootions unon Breach bv Consul tant. [f Consultant materiall y breaches any of the
terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the
following:
a.Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this Ageement;
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c. Retain a different consultant to complete the Services described in
Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the
Services described in Exhibit A that is unfinished at the time of breach and the amount
that City would have paid Consultant pursuant to Section 2 if Consultant had completed
the Services.
SECTION 9. KEEPING AND STATT]S OF Rf,CORDS.
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 to the matters covered hereunder
shall be the property of City, Consultant hereby agrees to deliver those documents to City upon
the expiration or termination olthis Agreement. It is understood and agreed that the documents
and other materials, including but not limited to those described above, prepared pursuant to this
Agreement are prepared specifically for City and are not necessarily suitable for any future or
other use. Any use of such documents for other projects by City shall be without liability to
Consultant. City and Consultant agree that, until final approval by City, all data, plans,
specifications, reports, and other documents are confidential and will not be released to third
parties without prior written consent ofboth Parties unless required by law.
9.2 Licensing ol lntellectual Property. This Agreement creates a non-exclusive and
perpetual license for City to copy, use, modifu, 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 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 prolessionals other
than Consultant or provided to Consultant by the City. City shall not be limited in any way in its
use ofthe 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 any and all ledgers,
books of accounl, 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 A$eement for a minimum of three (3) years, or for any longer period required by
law, from the date offinal payment to Consultant under this Agreement. All such records shall
be maintained in accordance with generally accepted accounting principles and shall be clearly
identified and readily accessible.
-ll-680i0rI858,0001
916,1159 l (15,21,17
9.4 Inspection and Audit of Records. An y records or documents that Section 9.3 ol
this Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Covernment Code Section 8546.7, if the amount of public funds expended
under this A$eement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement
shall be subject to the examination and audit of the State Auditor, at the request of City or as part
ofany audit of City, for a period ofthree (3) years after final payment under this Agreement.
SECTION 10.MISCELLANf, OUS PROVISIONS.
10.2 Applicable Law: Venue. The internal laws of the State of Califomia shall govern
the interpretation and enforcement of this Agreement. In the event that either Party brings any
action against the other under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in Riverside County.
10.3 SeverabiliW. Il an y provision of this Agreement is held invalid, the remainder of
this Agreement shall not be aflf-ected thereby and all other parts of this Agreement shall
nevertheless be in full force and etfect.
10.4 Section Headings and Subheadings. The section headin gs and subheadings
contained in this Agreement are included for convenience only and shall not limit or otherwrse
affect the terms of this Agreement.
10.5 No lmplied Waiver of Breach. The waiver of any breach of a specific provision
ofthis Agreement does not constitute a waiver ofany other breach of that term or any other term
of this Agreement.
10.6 Successors and Assigns. The provisions of this 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 fbr
Consultant by Geraldine L. Aron ("Consultant's Representative"). The Consultant's
Representative shall have full authority to represent and act on behalf of Consultant for all
purposes under this Agreement. The Consultant's Representative shall supervise and direct the
Services, using his best skill and attention, and shall be responsible for all means, methods,
techniques, sequences, and procedures and for the satisfactory coordination ofall portions ofthe
Services under this Agreement.
-12-680/031858{XXll
9164159-l a05t23t17
l0.l Attomeys' Fees. Ifeither Party to this Agreement brings any action, including an
action for declaratory relief,, to enlorce or interpret the provision of this Agreement, the
prevailing Party shall be entitled to reasonable attomeys' lees and expenses including costs, in
addition to any other reliel to which that Party may be entitled; provided, however, that the
attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for
legal services multiplied by the reasonable number of hours spent by the prevailing Party in the
conduct of the litigation. The court may set such fees in the same action or in a separate action
brought for that purpose.
10.8 City Contract Administration. This Agreement shall be administered by a City
employee, Lisa Gordon, Planning Manager ("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 lrom any person other than the Contract Administrator or his designee.
I 0.9 Notices. Any written notice to Consultant shall be sent to:
Paleo Solutions, INC
911 S. Primrose Ave, Unit N
Monrovia, CA 91016
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: l,isa Gordon
with a copy to
City Clerk
City of Menifee
29714 Haun Road
Menifee, CA 92586
10. l0 Prof-essional Seal.Where applicable in the determination of the Contract
Administrator, the first page of a technical report, first page of design 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 Sigrature of Registered Professional with report/desigr responsibility," as in the following
example.
Seal and Signature of Registered Professional with
report/desi gn responsibility.
10. I I Rishts and Rernedies. Ex cept rvith respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the 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 defbult by the other Party.
'10. l2 Inteqration. 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
680/031858{00t
9t(A159-l a05l23t)1 -t 3-
Any written notice to City shall be sent to the Contracl Administrator at:
10. l3 Counterpa(s. This Agreement rnay be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
10.14 Execution of Contract. The persons executing this Agreernent on behalf of each
of the Parties hereto represent and warrant that (i) such Party is duly organized and existing,
(ii)they are duly authorized to execute and deliver this Agreement on behalf of said Party,
(iii) by so executing this Agreement, such Party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision ofany other
Agreement to which said Party is bound.
10. I 5 Nondiscrirnination Consultant covenants that, by and lor itsell, its heirs,
executors, assigns, and all persons claiming under or through them, that in the performance of
this Agreement there shall be no discrimination against or segregatron ot', any person or group of
persons on account of any impermissible classification including, but not limited to, race, color,
creed, religion, sex, mantal status, sexual orientation, national origin, or ancestry.
10.16 No Third Party Beneficianes. With the exception of the specific provisions set
forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and
no such other third parties shall have any rights or obligations hereunder.
10. I 7 Nonliabilitv of City Officers and Employees. No oflficer, official, em ployee,
agent, representative, or volunteer of City shall be personally liable to Consultant, or any
successor in interest, in the event of any default or breach by City or lor any amount which may
become due to Consultant or to its successor, or for breach ofany obligation of the terms of this
Agreement.
10.18 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 Crty in connection with the
award, terms or implementation of this Agreement, including any method of coercion,
confidential financial arrangement, or financial inducement. No officer or employee of City
shall receive compensation, directly or indirectly, from Consultant, or from any officer,
employee, or agent ofConsultant, in connection with the award ofthis Agreement or any work to
be conducted as a result oithis Agreement.
10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City,
or their designees or agents, and no public official who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or for one (l) year
thereafter, shall have any interest, direct or indirecl, in any agreemenl or sub-agreement, or the
proceeds thereof, for the Services to be performed under this Agreement.
[Signatures on Following Page]
680'0-r I 858{00 I
9l64lJ9.l 30523/17 -14-
written or oral. The terms of this Agteement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either Party by reason of the
authorship of this Agreement or any other rule of construction which might otherwise apply.
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CONSI.ILTANT
Ronald E. Bradley, lnterim City Ma
Manwari ng,Clerk
as to Form:
Je Melching, Ci
dine, L. Aron, MS, President
Qc
Paul C. M Ph.D., Vice Presidenlv,
680/0_l I E58-000I
9164159.1.05/2-ll17 -15-
CITY OF MENIFEE
-L-,.* y4.-tr r-,-.,
Atte%
I
EXHIBIT A
SCOPE OF SERVICES
EXHIBTT A
PAGE I ofl68003r858-0mr
916,11591 5/21,17
EXHIBIT A
SCOPE OF SERVICES
l. CEQAAIEPADocumentation
2. Review third party documents
3. Write and Review Conditions of Approval
4. Write and Review Mitigation Measures
5. Write and Review Mitigation Monitoring Programs
6. Write and Review Preservation Programs
7. Preparation ofassessments for City initiated projects such as Public Works projects and/or
monitoring activities
EXHIBIT A
PAGE I ofl267tl03 t858-000r
8393939 2 a05/06/15