2018/07/30 Progressive Health Pro, Inc. Healthy Menifee Events and ServicesCITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
HEAI,THY MENIFEE EVENTS & SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
rhisr.t;t dayof t\r a^..*. . 201 8 (''Effective Date") by and hetween the C ITY OF M EN IFEE'
aCaliforniamunicipaIcorporation.(.'City..)and@,aS
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 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 ofthis Agreement and
Exhibit A, this Agreement shall prevail.
I .l Term of Services. The term of this Agreement shall begin on July 30, 2018 and
shall end on September 30, 2019 unless the term of this Agreement is otherwise terminated or
extended as provided for in Section 8. The time provided to Consultant to complete the Services
required by this Agreement shall not affect City's right to terminate this Agreement, as provided
for in Section 8.
1.2 Standard of Performance. 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 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 of the
Contract Administrator.
1.3 Assignment 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 any
time during the term of this Agreement, desires thc reassignment of any such persons, Consultant
shall, immediately upon receiving notice from City ofsuch desire of City, reassign such person or
persons.
1.4
pursuant to this Agreement as may be reasonably necessary to satisfo Consultant's obligations
hereunder.
1.5 Authoriz ation to Perform Services. Consultant is not authorized to perform any of
the Services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator
Time. Consultant shall devote such time to the performance of the Services
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City hereby agrees to pay Consultant a sum not to exceed TWO THOUSAND
DOLLARS AND ZERO CENTS ($2,000.00) notwithstanding any contrary indications that may
be contained in Consultant's proposal. for the Sewices to be performed and reimbursable costs
incurred under this Agreement. ln the event of a conflict between th is 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 of progress bills; i.e., Progress Bill No. I for the first
invoice, etc.;
b. The beginning and ending dates ofthe billing period;
c. A "Task Summary" containing the original contract amount. the amount of
prior billings. the total due this period. the balance available under this Agreement. and the
percentage of completion:
d. At City's option, for each item in each task, a copy ofthe applicable time
entries or time sheets shall be submitted showing the name of the person performing the
Services, the hours spent by each person. a brief description of the Services, and each
reimbursable expense:
e. The total number of hours of work performed under this Agreement by
Consultant and each 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 Representative's signature
Invoices shall be submitted to:
City ol' Menifee
Attn: Accounts Payable
29714 Haun Road
Menifce. CA 925 86
2.2 Monthly Pawoenl. Ci ty shall make monthly payments. based on invoices received.
fbr the Services satisfactorily performed. and for authorized rcimbursable costs incurred. City
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_1_
SECTION2. COMPENSATION.
f.
shall have thirty (30) days from the receipt ofan invoice that complies with all ofthe requirements
above to pay Consultant.
2.3 Final Pavment. City shall pay the last five percent (5%) of the total amount due
pursuant to this Agreement within sixty (60) days after completion oflhe Services and submittal
to City ofa final invoice, if all ofthe Services required have been satisfactorily performed.
2.4 Total Pavment. ('it y shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra. further, or additional service pursuant to this Agreement'
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior
to the submission of such an invoice.
2.5 Hourly Fees. l'ees for the Services performed by Consultant on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Uxhibit A
2.6 Reimbursable Ex . Reimbursable expenses are included within the maximumt1
amount of this Agreement.
2.7 Pavment ofTaxes. Consultant is solel y responsible tbr thc payment of employment
taxes incurred under this Agreement and any federal or state taxes
2.8 Pavment uoon Termination. In the event that Cr ty 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 furnishing those facilities shall be in the sole discretion of City. In no event shall City be
required to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, Iong-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 currently maintains insurance that meets the
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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 agcnt 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 Workers' Compensation. Consultant shall. at its sole cost and ex pense. marntaln
Statutory Workers' Compensation Insurance and Employer's Liability lnsurance for any and all
persons employed directly or indirectly by Consultant pursuant to the provisions ofthe California
Labor Code. Statutory Workers' Compensation lnsurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MTLLION DOLLARS ($1,000,000.00) per
accident, ONE MILLION DOLLARS (S1.000.000.00) disease peremployee. and ONE MILLION
DOLLARS (S1,000,000.00) disease per policy. In the alternative. Consultant may rely on a self-
insurance program to meet those requirements, but only ifthe program of self-insurance complies
fully with the provisions ofthe California Labor Code. Determination ofwhethera self-insurance
program meets the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator. The insurer, if insurance is prov ided, 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 G eneral and Automobile Liabil itv Insurance.
General ulreme . Consultant, at its own cost and expense, shall
maintain commerciat 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 aggtegate. Ifa Commercial General
Liability Insurance or an Automobile Liability Insurance 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 propedy resulting from the Services contemplated under this Agreement, including the
use ofhired. owned, and non-owned automobiles.
b. Minimum sco ofcovcrage.Commercial general coverage shallbe 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 Olfice Automobile Liability
form CA 0001 Code 2. 8. and 9. No endorsement shall be anached limiting the coverage.
Add itional reouiremcnts. Each of the followin
.t
c.
insurance coverage or added as a certified endorsement to the policy:
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g shall be included in the
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.
4.1 ProlbssionalLiabilitvlnsurance
General requirements. Consultant. at its own cost and ex pense, shallit
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 ON E
MILLION DOLLARS ($1.000.000) covering the liccnsed 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 limita trons . 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 Agreement. Consultant must provide extended reporting coverage for
a minimum of five (5) years after the expiration or termination of this Agreement
or the completion ofthe Services. Such continuation coverage may be provided by
one ofthe 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 underthis Agreement. Cityshall havethe
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
4.4 P lic ie s uirements
a Acceptabili of lnsu rcrs All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in California
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at ro n of coverage Prior to beginning the Services under this
Agreement, Consultant shall furnish 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
iertified endorsements shall show the signature of a person authorized by that insurer to bind
b. Verifi
coverage on
HEALTHY
its behalf. The Certifi
MENIFEE EVENTS &
cate of Insurance must include the following reierence:
SERVICES. The name and address for Additional lnsured
endorsements. Certificates of Insurance and Notice of Cancellation is: City of Menifee,
29?14 Ha|IIl Road, Menifee. CA 92586. City must be endorsed as an additional insured for
liability arising out ofongoing and completed operations by or on behalf of Consultant'
Notice of Reductio n in or Cancellation of Coverase. Consultant shallc.
provide written notice to City within ten ( l0) working days if: ( I ) any of the required insurance
policies is terminated; (2) the limirs ofany ofthe required polices are reduced; or (3) the deductible
or self insured retention is increased.
d. Additional insured: orimarv insur ance City and its officers, employees.
agents, and authorized volunteers shall be covered as additional insureds with respect to each of
the following: liability arising out of the Services performed by or on behalf of Consultant,
including the insured's general supervision of Consultant; products and completed operations of
consultant. as applicable: premises owned, occupied, or used by consultant; and automobiles
owned, leased, or used by Consultant in the course of providing the Services pursuant to this
Agreement. The coverage shall contain no special limitations on the scope ofprotection 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, officials. employees, and volunteers, and
ihat no insurance or self-insurance maintained by City shall be called upon to contribute to a loss
under the coverage.
Deductibles and Self-insured R etentions. Consultant shall obtain the
written approval ofCity for the self-insured retentions and deductibles before beginning any ofthe
Serv ices.
During the term of this Agreement, only upon the prior express written
authorization of the aontract 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 Consuttant procure a bond guaranteeing payment oflosses
and related investigations. claim administration. and defense expenses that is satisfactory in all
respects to each of them.
f. Subcontrac tors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
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e.
in writing a var
coverage, scope,
City's interests a
subcontractor. All coverages for subcontractors shall be subject to all ofthe requirements stated
herein.
Variation. The Contract Administrator may, but is not required to, approve
iation in the foregoing insurance requirements' upon a determination that thc
limits. and forms of such insurance are either not commercially available. or that
re 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.
5.1 Indemn ification for Professional Liability. Where the law establishes a
professional standard of care for performance of the Services. to the fullest extent permitted by
iaw, 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, Iosses, costs, damages. expenses. liabilities, liens, actions, causes of action
(w-hether in tort, contract, under Statute, at law. in equity, or otherwise) charges, awards.
assessments, fines. or penalties of any kind (including reasonable consultant and expert fees and
expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a
deiense 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 tiability thereof) in the performance of professional
services under this Agreement.
5.2 Indemnification for Othcr than Professional Liabilitv. Other than in the
performance of professional services and to the full extent permitted by law, Consultant shall
indemnify, protett, defend (with counsel selected by City), and hold harmless City, and any and
all ofits;fficers, employees, officials, volunteers, and agents from and against any and all claims,
where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in
part, the performance of this Agreement by Consultant or by any individual or entity for which
bonsultant is legally liable, including but not limited to officers. agents, employees or
subcontractors of Consultant.
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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 willful acts or omissions of
City or any and all of its officers. officials, employees. and agents acting in an o{ficial capacity.
SECTION 6. STATUS OFCONSULTANT.
6.1 Independent Contractor. At all timcs 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
to control Consultant only insofar as the results of the 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, 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 for the 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 for City. City shall not be liable fbr 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. LEGALREQUIREMENTS.
7.1 Govemin Law The laws of the State of California shall govern this Agreement
7.2 Compliance with A ot)icable Laws Consultant and any subcontractor shall comply
of
ty
with all applicable local. state. and federal laws and regulations applicable to the performance
the work hireunder. Consultant shall not hire or employ any person to perform work within Ci
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
woik subject to prevailing wages. as determined by the Director of Industrial Relations of the 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 ofConsultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the California Department of
Industrial Relations ("DIR") pursuant to California 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 a1 all times, and readily available at
Ciiy's request. Consultant shall indemnify. defend, and hold City and its elected and appointed
boards. members, officials, officers. agenls. representatives. employees, and volunteers harmless
from and against any liability. loss" damage. cost or expenses (including but not limited to
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reasonable attorneys' f'ees. 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
iirituiion. any applicable lederal and/or state Iabor 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 lrom 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 I 781. 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
Ly applicable law). Consultant shall bear all risks of payment or non-payment ofprevailing wages
undei california law and/or the implementation of t,abor code Section I 781 , as the same may be
amended from time to time, and/or any other similar law. Consultant acknowledges and agrees
that it shall be independently responsible for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Consultant shall require the same ofall subcontractors.
ses and Permits. Consultant re presents and warrants to City that Consultant
rmits, qualifications. and
ir respective professions.
employees, agents, and
times during the term of
8.1 Termination. city may cancel this Agreement at any time and without cause upon
written notification to Consultant.
8.2 Termination bv Consultant. Consultant ma y cancel this Agreement upon 30 days'
written noticc to City
8.3 Conseq uences of Termination. In the event of termination. Consultant shall be
ion; City. however,
to City any or all
materials provided
to Consultant or prepared by or for Consultant or City in connection with this Agreement.
entitled to compensation for the Services performed up to the date of terminat
may condition payment of such compensation upon Consultant delivering
doiuments, photographs, computer software. video and audio tapes. and other
7.3 Li
and its emptoyees, agents. and any subcontractors have all licenses. pe
approvals of whatsoever nature that are legally required to practice the
Consultant represents and warrants to City that Consultant and its
subcontractors shall, at their sole cost and expense, keep in effect at all
this Agreement any licenses, permits, and approvals that are legally required to practice their
respective professions. ln addition to the foregoing, Consultant and any subcontractors shall obtain
and maintiin during the term of this Agreement valid Business Licenses from City'
SECTION 8. TERMINATION AND MODItr'ICATION.
8.4 Extension. city may, in its sole and exclusive discretion, extcnd the end date of
thi. Ag.""."nt beyond that piovided for in subsection l.l. Any such extension shall require a
writteri amendmeni to this Agreement, as provided for herein. Consultant understands and agrees
that, if City grants such an ixtension, City shall have no obligation to provide Consultant with
compensatio; beyond the maximum amount provided for in this Agreement. Similarly. unless
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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 Part ics ma y amend this Agreement only by a writing signed by
Agreement contemplates personal performance by Consultant and is based upon a d
oiConsultant's unique personal competence' experience. and specialized personal
Moreover, a substantial inducement to City for entering into this Agreement wa
professional reputation and competence ofConsultant. Consultant may not assign this Agreement
or any interest iherein 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 proposat. without prior written approval ofthe
Contract Administrator. In the evenl that key personnet leave Consultant's employ, Consultant
shall notify City immediately.
g.7 Survival. All obligations arising prior to the expiration or termination of this
Agreement andi provisions of this Agreement allocating liability between City and Consultant
shall survive the expiration or termination of this Agreement.
8.6 Assisnmen t and Subcontracting. Ci ty and Consultant recognize and agree that this
etermination
knowledge.
s and is the
8.8 0 lons u on Breach ultant. Il Consultant materiall y breaches any of theC
terms of this Agreement, City's remedies shall include' but not be limi ted to, any or all of the
following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this Agreement;
c. Retain a different consultant to complete the Services described in
Exhibit A: andior
d.ChargeConsultantthedifferencebetweenthecosttocompletetheServices
described in ExhibiiA that is uniinished at the time of breach and the amount that City
would have paid consultant pursuant to section 2 if consultant had completed the
Services.
SECTION 9. KEEPING AND STATUS OF RECORDS.
models, charts. studies, surveys, photographs, memoranda.
files, or any other documents or materials' in electronic or a
or obtains pursuant to this Agreement and that relate to the
property of City. Consultant hereby agrees to deliver those
or termination of this Agreement. It is understood and
9.t Records Created as Part of Consultant's Performance.All reports. data. maps.
plans. studies, specifications. records,
ny other form that Consultant prepares
matters covered hereunder shall be the
documents to City upon the expiration
agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to Ihis Agreement
are prepared specifically for City and are not necessarily suitable for any future or other use. Any
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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 Licensins of lntellectual Propcfv.'['his Agreement creates a non-exclusive and
perpetual Iicense 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
ofauthorship fixed in any tangible medium ofexpression. 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 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 any and all ledgers,
books ofaccount, invoices, vouchers. canceled checks, and other records or documents evidencing
or relating to charges for the Services or expenditures and disbursements charged to City under
this Agreement for a minimum of three (3) years, or for any longer period required by law, from
the date of final payment to Consultant under this Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible.
9.4 Ins n Audit of Records. An y records or documents that Section 9.3 of
this Agreement requires Consuhant to maintain shall be rnade available for inspection, audit.
and/or copying at any time during regular business hours. upon oral or written request of City.
Under California Govemment Code Section 8546.7. ifthe amount ofpublic lunds expended under
this Agreement exceeds 'l'EN THOUSAND DOt.l.ARS (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. lor a period ofthree (3) years after final payment under this Agreement.
SECTIONIO. MISCE,LLANEOUSPROVISIONS.
I 0. I Attorne s'Fee . Ifeither Party to this Agreement brings any action. including an
action for declaratory relief. to enforce or interprel the provision of this Agreement, the prevailing
Party shall be entitled to reasonable attorneys' fees and expenses including costs. in addition to
any other reliefto 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 ofthe
litigation. The court may set such fees in the same action or in a separate action brought for that
purpose.
-n-2671/031858-0001
7610421 2 a08' l4/18
lO.2 Applicalle LarvlYgnug. The internal laws ofthe State of California shall govem
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 Severabilit-v. [f 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 Section Headin gs an d Subheadinss. The section headin gs 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 Imp lied Waiver of Breach. The waiver ol'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 As SIqNS The provisions ofthis Agreement shall inure to the benefit
ofand shall apply to and bind the successors and assigns ofthe Parties
10.7 Con sultant ReDresentative. All matters under this A greement shall be handled lor
Consultant by Eric Cruz ("Consultant's Representative"). The Consultant's Representative shall
have full auihority 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 of all portions of the Services under this
Agreement.
10.8 Citv Co ntract Administration. This A greement shall be administered by a City
employee, Jason Hendrix, Community Services Supervisor ("Contract Administrator"). All
coriespondence 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:
PROCRESSIVE HEALTH PRO INC
Attn: Eric Cruz
34885 Southwood Avenue
Murrieta, CA 92563
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: Jason Hendrix, Community Services Supervisor
267 I r03 I 85E-000 I
7630121 I a08rll l8 -t2-
with a copy to
City Clerk
City of Menifee
2971 4 Haun 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 for 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
re ort/desi n res n s ibilit
l0.ll Ri ts and R Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement. the rights and remedies of the Parties are cumu lat ive
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.
10.12 lntesration. 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 of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
l0.l 3 Counterparts. This Agreement may be executed in multiple counterparts. each of
which shatl be an original and all of which together shall constitute one 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 execute and deliver this Agreement on behalf of said Party, (iii) by so
executi;g 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 of any other Agreement to
which said Party is bound.
I 0. I 5 Nondiscrimination. Consultant covenants that. by and for itself. its heirs, executors,
assigns. and all persons claiming under or through thern, that in the performance of this Agreement
there shall be no discrimination against or segregation of, any person or group of persons on
account of any impermissible classification including, but not limited to. race, color, creed,
religion, sex, marital status, sexual orientation. national origin. or ancestry.
26?l/0I656-000t
76110121 2 i08/14/ l8 -l3-
10.16 No Third Parrv Benefi ciaries. With the exce ption 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.t7 Nonliabilitv of Citv Officers and Emolovees. No officer . otllc ial. employee. agent.
representative. or volunteer of City shall be personally liable to Consultant, or any successor ln
interest. in the event ofany default or breach by City or for any amount which may become due to
Consultant or to its successor. or for breach of any obligation of the terms of this Agreement.
l0.l 8 No Undue lnfluence. Consultant declares and warrants that no undue influence or
pressure is used againsl or in concert with any officer or employee of City in connection with the
award, terms or implementation ofthis Agreement, including any method ofcoercion, confidenlial
financial arrangement. or financial inducement. No officer or employee of City shall receive
compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of
Consultant, in connection with the award ofthis Agreement or any work to be conducted as a result
of this Agreement.
10.19 No Bcne fit to Arise to Citv Emplovees No member. oflicer, 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 indirect, in any agreement or sub-agreement, or the proceeds
thereot for the Services to be performed under this Agreement.
ISignatures on Following Page]
- t4-2671/01r858 0001
?630,121 2 a08/1.1/18
J
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as ofthe Effective Date.
CITY OF MIN E CONSULTANT
Armando G.illa. City Manager
Eric Cruz. Prcsident
Attest:
anwafl
as to Form:
fNote: 2 ol'ficer's signatures required if
Consultant is a corporation. unless provided
with a certificate of secretary in-lieu]e lch in ty Attorncy
26?l/031858-0001
7630421 2 a08/14/18 -15-
C/r^=-
Sarah
EXHIBIT A
SCOPE OF SERVICES
T,XHIBIT A
PAGE lof 5261/0u t858-000I
7610421.2 a08/l41lE
,*PHP understands that scheduled component dates/times may change based on
School District availability and other factors out of City control.
A. Provide professional "Menifee Cookbook" template to City
staff. Cookbook to include: breakfast, lunch' dinner plans that
are healthy, delicious, and can be prepared with minimal
budget. Cookbook to be delivered electronically'
i. Due Date - August 3, 2018
ii. Not to exceed 10 billing hours
B. Evaluate Your Plate - Provide three - one hour seminars on
how to make meals healthier' yet still enjoyable' Discuss
portion control' importance of including fruits and vegetables'
and other professional level instruction on healthy food and
drink choices. Provide attendees with handouts on meals that
have been discussed and or prepared during each one hour
seminar.
C. Menifee Mobile Kitchen - Provide healthy snack, lunch' and
or breakfast. Dates will include:
i. La Ladera Lunch Program
i. Monday, JulY 30, 2018
ii. Set uP time - 'l '1 :00am-1 1 :30am
iii. Program time - 't 1 :30am-12:30Pm
iv. PHP responsible for purchase of all fruit and
vegetables. City agrees to drop off Mobile
Kitchen by 1 'l :00am
v. Not to exceed 4 billing hours (to include pre
preparation, purchase of groceries)
ii. City Blood Drive
i. Wednesday, August 29,2018 at Kay Ceniceros
ii. Provide healthy snacks for blood drive donors
iii. Set up time - 7:00am-8:00am
iv. Program time - 8:00am-1 1 :00am
v. PHP responsible for purchase of all fruit and
vegetables.
iii. Emergency Preparedness Fair
i. Saturday, September '15, 2018 at Kay
Ceniceros
ii. Prepare healthy breakfast for 150.
iii. Set up time - 7:00am-8:00am
iv. Program time - 8:30am-'10:00am
v. Not to exceed 10 billing hours (to include pre
preparation, purchase of groceries)
vi. Detailed schedule in attachment "C"
2671/031858-0001
7610,121 2 308/l,l/18
1_
."PHP understands that scheduled component dates/times may change based on
School District availabitity and other factors out of City control.
Updates and Pavments. PHP may not exceed billing hours identified above. Billing shall
b" "t the raie of $50n0 per hour. Total balance of payment to PHP may not exceed
$2,000. city reserves the right to transfer balance from one component to another.
2671r'0111858-0001
7610421.2 a08/14/18 -)-
**PHP understands that scheduted component dates/times may change based on
Schoot Distict avaitability and other factors out of City control'
267tOl t858-0001
761012l I a08' l{/18 -1-
**PHP understands that scheduted component dates/times may change based on
Schoo/ Dlstrlct availability and other factors out of City control.
EXHIBIT B
INSURANCE
2671/0I858-000t
7610,1212a08/l,r,l8 )