2018/08/13 Regional Government Services Authority HR Recruitment Services (5)CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
HR RECRUITMENT SERVICES
(AUGUST 2018 THRU FEBRUARY 2OI9)
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
rhis 0{* day oL\ka!42018 ("Effective Date") by and between the CITY oF MENIFEE, a
California municipal corporation. C'City") and Regional Government Services Authority (RGS)
a California Municipal Corporation/Joint Powers Authority. 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 ofServices, attached hereto as Exhibit A and incorporated
herein by this reference (the "Services"). Consultant will perform subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance with the Scope of
Services. In the event ofa conflict in or inconsistency between the terms of this Agreement and
Exhibit A. this Agreement shall prevail.
Ll Term of Services. The term of this Agreement shall begin on August 13,2018
and shall end February 28,2019 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 Perfonnance. Consultant represents and warrants that Consultant is a
provider offirst class work and services and Consultant is experienced in performing the Services
contemplated herein and, in light of such status and experience. Clonsultant 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 assign only competent personnel to
perform the Services pursuant to Agreement. In the event that City. in its sole discretion, at any
time during the term of this Agreement, desires the reassignment ofany such persons, Consultant
shall. immediately upon receiving notice from City ofsuch desire of City. reassign such person or
persons.
1.4 Time. Consultant shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonably necessary to satisfo Consultant's obligations
hereunder.
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1.5 Authorization to Pertbrm Services. Consultanl is not authorized to perlorm any ol
the Services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
SECTION2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed TWENTY FOUR THOUSAND
FIVE HUNDRED THOUSAND DOLLARS AND ZERO CENTS (524,500.00)
notwithstanding any contrary indications that may be contained in Consultanl's proposal, for the
Services to be performed and reimbursable costs incurred under this Agreement. ln the event ofa
conllict between this Agreement and Exhibit A. regarding the amount of compensation, this
Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this
Agreement at the time and in the manner set forth herein. The payments specified below shall be
the only payments from City to Consultant lor 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 lnvoices. 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.
invoice, etc.;
Serial identilications of progress billsl i.e., Progress Bill No. I for the flrst
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 olthe applicable time
entries or time sheets shall be submitted showing the name of the person perfoming 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 flonsu ltant l{ep resentat ive's signature
Invoices shall be subrnitted to:
City ol' Menii'ee
Attn: Accounts Pavable
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b. The beginning and ending dates ofthe billing period;
f.
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2.2 Monthlv Pavment. Cit y shall make monthly payments, based on invoices received.
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 all ofthe requirements
above to pay Consultant.
2.3 Final Payment. Cit y shall pay the last ten percent (l0yo) ofthe total amount due
pursuant to this Agreement within sixty (60) days after completion ofthe Services and submiftal
to City ofa final invoice. ifall ofthe Services required have been satisfactorily performed.
2.4 Total Payment. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra. further, or additional service pursuant to this Agreement.
ln 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 ofsuch 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 ex penses are included within the maximum
amount of this Agreement.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment
taxes incurred under this Agreement and any federal or state taxes.
2.8 Payment upon Termination. In the event that City 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 verifo 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 Consuhant only physical facilities such as desks, Iiling 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 ofCity. The location, quantity, and lime
of fumishing 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
Iimited to computer, long-distance telephone or other communication charges, vehicles. and
reproduction facilities.
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4.1 Workers' Clompensation. Consultant shall , at its sole cost and expense, maintain
Statutory Workers' Compensation lnsurance and Employer's Liability lnsurance fbr any and all
persons employed directly or indirectly by Consultant pursuant to the provisions ofthe California
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability lnsurance
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) for disease per employee, and ONE
MILLION DOLLARS (S I ,000,000.00) for disease per policy. ln the alternative, Consultant may
rely on a self-insurance program to meet those requirements, but only if the program of self-
insurance complies fully with the provisions of the California Labor Code. Determination of
whether a self-insurance prograrn meets the standards ofthe California Labor Code shall be solely
in the discretion of the Contract Administrator. The insurer, if insurance is provided. or
Consultanl, if a program olself'-insurance is provided. shall waive all rights ofsubrogation against
City and its oflicers. officials. employees, and authorized volunteers for loss arising from lhe
Services perfbrmed under this Agreement.
4.2.1 General requ irements. 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 (S2,000,000.00) products/completed operations aggregate. Ifa Commercial General
Liability Insurance or an Autornobile Liability lnsurance form or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting therefrom, and
damage to property resulting from the Services contemplated under this Agreement, including the
use ofhired, owned, and non-owned automobiles.
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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
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 coverage requirements se1 forth herein can be satisfied with a combination of self-insurance
and self-insured pool insurance. The cost of such insurance shall be included in Consultant's
compensation. Consultant shall not allow any subcontractor, consultant or other agent to
commence work on any subcontract until Consultant has obtained all insurance required herein for
the subcontractor(s) and provided evidence thereofto City. Verification ofthe required insurance
shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges
the insurance policy must cover inter-insured suits between City and other lnsureds.
4.2 Cornmercial (ieneral and Automobile Liabiliw lnsurance.
4.2.2 Minimum scope ofcoverage. Commercial general coverage shallbe at least
as broad as Insurance Services Office Commercial Ceneral 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.
4.2.3 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 occurrence or an accident basis. and
not on a claims-made basis.
b. Any failure of Consultant to comply with repo(ing provisions of the
policy shall not affect coverage provided to City and its officers. employees. agents.
and volunteers.
4.3.1 eneral u irem ents . Consultant. 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 ($1.000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. lf the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be
approved by City.
4.3.2 Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date ofthe policy must be shown and must be no
later than the commencement ofthe Services.
b. lnsurance 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. lf 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 of the following: ( I ) renewal of the existing policy; (2) an extended reporting
period endorsementl or (3) replacement insurance with a retroactive date no later
than the commencement ofthe Services underthis Agreement. City shall have the
right to exercise, at Consultant's sole cost and expense, any extended reporting
provisions ofthe policy, ifConsultant cancels or does not renew the coverage.
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4.3 ProfessionalLiabilitylnsurance.
d. A copy ol'the claim reporting requiremenls rnust be submitted to
City prior to the commencement of the Services under this Agreement.
4.4 All Policies Requirements
4.4.1 Acceptability of insurers. All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:Vll and admitted in Califomia.
4.4.2 Verification of coverage. Prior to beginning the Services under this
Agreement. Consultant shall fumish City with Certificates of Insurance. additional insured
endorsement or policy language granting additional insured status complete certified copies ofall
policies, including complete certified copies of all endorsements. All copies of policies and
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of Insurance must include the following reference: HR
Rf,CRUITMENT SERVTCES (JULY 2018 THRU FEBRUARY 2019). The name and address
for Additional Insured endorsements. Certificates oflnsurance and Notice ofCancellation is: City
of Menif'ee, 29714 Haun Road, Menifee, CA 92586. City must be endorsed as an additional
insured fbr liability arising out ofongoing and completed operations by or on behalfofConsu ltant.
4.4.i Notice of Reduction in or Cancellation of Coveraqe. Consultant shall
provide written notice to City within ten (10) working days prior to the occurrence ofany ofthe
following: (l) any of the required insurance policies is terminated; (2)the limits of any of the
required polices are reduced; or (3) the deductible or self insured retenlion is increased.
4.4.4 Additional insured: primar), 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 ol 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
Agreemenl. The coverage shall contain no special limitations on the scope ofprotection aflorded
to City or its officers, employees, agents, orauthorized volunteers. The insurance provided to City
as an additional insured must apply on a primary and non-contributory basis with respect lo any
insurance or self-insurance program maintained by City. Additional insured status shall continue
for one ( l) year after the expiration or termination of th is Agreement or completion ofthe Services.
4.4.5 Deductibles and Self'-insured Retentions. Consultant shall obtain the
written approval ofCity fbr the self-insured retentions and deductibles before beginning any ofthe
Services.
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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.
During the term of this Agreement, only upon the prior express written
authorization ofthe Contract Administrator. Consultant may increase such deductibles or self'-
insured retentions with respect to City, its officers. errployees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each olthem.
4.4.6 Subcontractors. Clonsultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all ofthe requirements stated
herein.
4.4.7 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.
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 ofthe premiums
fbr such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work and withhold any
payment, until Consultant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
5. I Indemnification for Professional Liabilitv. Where the law establishes a
professional standard of care for performance of the Services. to the fullest extent permitted by
law. Consultant shall indemnifu. protect. delend (with counsel selected by City), and hold harmless
City and any and all of its offrcers, 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 of any kind (including reasonable consultant and expert fees and
expenses of investigation, costs ofwhatever kind and nature and, ifConsultant fails to provide a
defense for City, the legal costs of counsel retained by City) and any.ludgment (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 ofprofessional
services under this Agreement.
5.2 Indemnifica tion for Other than Professional Liabilitv. Other than in the
performance of professional services and to the full extent permitted by law. Consultant shall
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indemnify, protect, defend (with counsel selected by City), and hold harrnless City, and any and
all of its of'ficers, 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
Consultant is legatly liable, including but not limited to officers, agents, employees or
subcontractors of Consu ltant.
5.3
occurring as
release City
and all of its
Limitation of Indemnillcation The provisions ofthis Section 5 do not apply to claims
a result of City's sole or active negligence. The provisions of this Section 5 shall not
l'rom liability arising f'rom gross negligence or willlul acts or omissions of City or any
officers, ofticials, employees, and agents acting in an official capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. Atall timesdurin g the term ofthis Agreement, Consultant
shall be an independent contractor and shall not be an employee ofCity. City shall have the right
to control Consultant only insofar as the results of the Services rendered pursuant to this
Agreement and assignmenl of personnel pursuant to Subparagraph 1.3; however, otherwise City
shall not have the right to control the means by which Consultanl accomplishes the Services
rendered pursuant to this Agreement. The personnel performing the Services under this
Agreement on behalfofConsultant 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 oflicers,
employees, or agents is in any manner ofllcers, officials, employees, or agents of City. Consultant
shall not incur or have the power to incur any debt, obligation. or liability whatsoever against City,
or bind City in any manner. Except tbr the fees paid to Consultant as provided in this Agreernent,
City shall not pay salaries, wages, or other compensation to Consultant for perlbrming the Services
hereunder tbr 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, Consultanl 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 conlribution to be
paid by City fbr employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Coverning Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Aoolicable Laws. Consultant and any subcontractor shall comply
with all applicable local, state. and federal laws and regulations applicable to the performance of
the work hereunder. Consultant shall not hire or employ any person to perlorm work within City
or allow any person to perform the Services required under this Agreement unless such person is
properly documented and legally entitled to be employed within the United States. Any and all
work subject to prevailing wages. as determined by the Director oflndustrial Relations ofthe State
of Calilbrnia, will be the minimum paid to all laborers, including Consultant's employee and
subconlractors. lt is understood that it is the responsibility ofConsultant to determine the correct
scale. 'lhe State Prevailing Wage Rates may be obtained fiom the Califbrnia Department of
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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 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 attorneys' fees. expert witness fees, court costs, and costs incurred related to any
inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any
party performing the Services ofany applicable local, state, and/or federal law. including. without
limitation. any applicable federal andlor state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation ofSection
I 78 I of the Labor Code, as the same may be amended from time to time, or any other sim ilar law:
and/or (iii) f'ailure by Consultant or any party performing the Services to provide any required
disclosure or identification as required by Labor Code Section I 78 I . as the same may be amended
from time to time, or any other similar law. It is agreed by the Parties that, in connection with
performance ofthe Services. including. without limitation. any and all public works (as defined
by applicable law). Consultant shall bear all risks ofpayrnent or non-payment ofprevailing wages
under California law and/or the implementation of Labor 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.
7 -3 Licenses and Permits. Consultant represents and warrants to City that Consultant
and its employees. agents, and any subcontractors have all licenses, permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective professions.
Consultant represents and warrants to City that Consultant and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits. and approvals that are legally required to practice their
respective professions. In addition to the foregoing. Consultant and any subcontractors shall obtain
and maintain during the term ofthis Agreement valid Business Licenses from City.
SECTION E. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notification to Consultant.
8.2 Termination by Consultant Consultant may cancel this Agreement upon 30 days
written notice to City.
8.3 Consequences of Terminalion. In the event of termination - Consullant 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 ils 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
written amendment to this Agreement, as provided for herein. Consultant understands and agrees
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that, if City grants such an extension, City shall have no obligation to provide Clonsultant with
compensation beyond the maximum amount provided lbr in this Agreement. Similarly, unless
authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant
fbr any otherwise reimbursable expenses incurred during the extension period.
8.5 Amendments. The Parties may amend this Agreement only by a writing signed by
allthe Parties.
8.6 Assienment and Subcontractinq. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a determination
of Consultant's unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the
professional reputation and competence ofConsultant. Consultant may not assign this Agreement
or any interest therein without the prior written approval ofthe Contract Administrator. Consultant
shall not subcontract any portion ofthe performance contemplated and provided for herein, other
than to the subcontractors noted in Consultant's proposal, without prior written approval of the
Contract Administrator. In the event thal 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 upon Breach bLConsultant. lfConsultant materially breaches any ofthe
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 Agreement;
c. Retain a difi'erent 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 STATUS OF RECORDS.
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 of this Agreement. lt is understood and agreed that the documents and other
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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
useofsuch documents for other projects by City shall bewithout liability to Consultant. Cityand
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 wriften consent
ofboth Parties unless required by law.
9.2 Licensins of Intellectual Propertv. This A greement creates a non-exclusive and
perpetual license for City to copy. use, modifo. 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 Consu ltant by the City. Cityshall 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 ofthree (3) years. or for any longer period required by law, liom
thedateoffinal payment to Consultant under this Agreemenl. Allsuch records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible.
9.4 Inspection and Audit of Records. An y records or documents that Section 9.3 of
this Agreement requires Consultant to maintain shall be made available for inspection. audit.
and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Govemment Code Section 8546.7, ifthe amount ofpublic funds expended under
this Agreement exceeds TEN THOUSAND DOLLARS (S10.000.00), this Agreement shall be
subject to the examination and audit ofthe 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 IO.MISCELLANEOUS PROVISIONS.
10. I Attorneys' Fees. Ifeither Pa rty to this Agreement brings any action, including an
action for declaratory relief. to enforce or interpret the provision ofthis Agreement, the prevailing
Pany shall be entitled to reasonable attomeys' 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 of the
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litigation. The court may set such fees in the same action or in a separate action brought for that
purpose.
10.2 Applicable Law: Venue. The internal laws of the State of ('alifornia shall govern
the inlerpretation and enflorcement 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.
l0.l Severabilitv. Ifany 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 Ileadinss and Subheadings.The section headings and subheadings
contained in this Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 No lmplied Waiverof Breach. The waiver of any breach of a spec ific provision of
this Agreement does not constitute a waiver ofany other breach ofthat term or any other term of
this Agreement.
10.6 Successors and Assigns. The provisions ofthis Agreement shall inure to the benefit
ofand shall apply to and bind the successors and assigns ofthe Parties.
10.7 Consultant Representative. AII matters under this Agreement shall be handled for
Consultant by Sophia Selivanoff ("Consultant's Representative"). The Consuhant's
Representative shall have fu ll authorily to represent and act on behalfofConsu ltanl for all purposes
under this Agreement. The Consultant's Representative shall supervise and direct the Services.
using his best skill and atlention, and shall be responsible for all means, methods, techniques,
sequences, and procedures and for the satisfactory coordination of all portions of the Services
under th is Agreement.
10.8 City Contract Administration. This Agreement shall be administered by rhe City
employee Charles Berglund, Management Analyst ("Contract Adm inistrator"). All
correspondence shall be directed to or through the Contract Administrator or his designee. The
Contract Administrator shall have the power to act on behalf of City for all purposes under this
Agreement. Unless otherwise provided in this Agreement. Consultant shall not accept direction
or orders from any person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
Regional Govemment Services Authority (RGS)
P.O. Box 1350
Carmel Valley, CA 93924
Attn: Sophia Selivanoff
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Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29714 Haun Road
Menifee. CA 92586
Attn: Charles Berglund, Management Analyst
with a copy to:
City Clerk
City of Menifee
29714 Haun Road
Menifee. CA 92586
t0. t0 Pro fessional 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 Prof'essional with report/design responsibility," as in the following
example.
Seal and Signature of Registered Professional with
rc ort/desi res on s ibili
l0.l I ts and Remedies.Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement. the rights and remedies ofthe Parties are cumulative
and the exercise by either Party of one or more of such rights or remedies shall not preclude thc
exercise by it, at the same or different times. oflany other rights or remedies fbr the same default
or any other default by the other Party.
10.12 Intesration. 'l'his Agreement, including the scope ofservices attached hereto and
incorporated herein as Exhibit A. represents the entire and integrated agreement between City and
Consultant and supersedes all prior negotiations, representat ions. or agreements, either written or
oral. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason ofthe authorship of
this Agreement or any other rule of construction which might otherwise apply.
10.13 Counteroarts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitule one agreement.
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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
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 of any other Agreement to
which said Party is bound.
10.15 Nondiscrim ination. Consultant covenants that, byand flor itsell, its heirs, executors.
assigns, and all persons claiming under or through them, that in the performance ofthis Agreement
there shall be no discrimination against or segregation of, any person or group of persons on
account of any impermissible classillcation including, but not limited to, race, color, creed,
religion, sex, marital status, sexual orientation, national origin, or ancestry.
10.16 No Third Party Benellciaries. With the exception of the spccilic provisions set
fbrth in this Agreement, there are no intended third-party beneficiaries under this Agreement and
no such other third parties shall have any rights or obligations hereunder.
10.17 Nonliability of Citv Officers and Emoloyees. No officer. official. employee. agenr.
representative, or volunteer of City shall be personally liable to Consultant, or any successor in
interest, in the event ofany default or breach by City or for any amount which may become due to
Consultant or to its successor, or for breach ofany obligation ofthe terms of this Agreement.
10. l8 No Undue Influence. Consultant declares and warrants that no undue influence or
pressure is used against or in concert with any olficer or employee of City in connection with the
award, terms or implementation ofthis Agreement, including any method ofcoercion, confidential
tinancial arrangement, or llnancial inducement. No officer or employee of City shall receive
compensation, directly or indirectly, fiom 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 Agreernent.
10.19 No Benefit to Arise to City Emoloyees. No member. officer. or employee of City.
or their designees or agents, and no public official who exercises authority over or has
responsib ilities with respect to this Agreement during his/her tenure or for one ( I ) year thereafter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereot, for the Services to be perlormed under this Agreement.
ISignatures on Following Page]
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IN WITNESS WHEREOF. the Parties hereto have executed and entered into this
Agreement as ofthe Effective Date.
CITY OF E CONSULTANT
Armand G. Vil ty Manager Richard H. Averett. Executive Direcloro
A
A. Manw ty Clerk
as to Form:
v . Melching.
[Note:2 officer's signatures required if
Consultant is a corporation]
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EXHIBIT A
PACE I of I
2o7l 0l lEtE-0001
7610550: r05 10, lE
EXHIBIT A
SCOPE OF SERVICES
tsXHIBTT A
SCOPE OF SERVICES
Subject to the terms and conditions of this Agreement, Regional Government Services Authority (RGS)
shall assiBn RGS employee(s) to serve as Human Resources Advisor(s) to the AGENCY to provide
recruitment and selection services as described below:
1) Upon requet of the AGENCY, provide recruitment and selection services including development and
implementation of agreed-upon screening and selection tools to fill vacancies in any of the AGENCY'S job
classes. These services may include any ofthe bllowing: a) Review existint personnel policies, MOU's,
and other documents critical to identirying and complying with the AGENCY'S staffing, recruitment and
testing pra€tices, policies and systems;
b) For each recruitment, develop a mutually agreed-upon recruitment timeline, i)b
announcement materials, outreach plan, and applicant assessment process;
c) Post recruitment and advertising, screen applications, provide all applicant scheduling and
process outcome communications throughout the process;
d) Coordinate selection procedure development or acquisition; recruit and train subiect matter
experts to participate as process administrators or candidate evaluators fior all steps ofthe
selection process;
e) Administer selection processes; compile and communicate selection process results to
appointing authorities;
f) Preparing conditional !:b offun; conduct pre-employment referenc€ checks; coordinate
background check or medical screening procedur6; ne8otiate of salary and start dates.
g) Tasks/steps may be modified depending on needs of the AGEI{CY, and recruitments will vary
in the amount of time required to complete agreed-upon processes. Timeline adjustment
communications will be made promptly. Should sitnificant variations from planned recruitment
activities and timelines occur, schedule and activity revisions will bc agreed upon and authorized
in writing by the AGENCY.
2) AGENCY will only be invoiced 60r the actual hours worked. The hourly bill rate does not include any
direct externalcosts. Such expenses which will be invoiced to the AGENCY at cost. and may include
printin&/copying fues, advertising costs, background investigation 6ees, online application hosting, or
any other such direct costs incurred as part of this work.
3) RGS Advisor(s) will:
a) Perform the functions as assigned by the RGS Lead Advisor. The RGS lead Advisor, serves as
the AGENCYs primary point of contact, and will oversee and direct proFcts to RGS staff as
needed. RGS staff with equal or lorr'rer bill rates may be assigned to projects or tasks at his/her
discretion.
b) Be reasonably available to perform the services during the normal work week,
c) Meet as often as necessary for the purpose of consulting about the scope of work performed
with the appropriate agency project manater and with the RGS lead advisor.
d) Perform other duties as are consistent with the services describcd herein and approved by
the RGS lead advisor.
4) These services will be6in immediately upon authorization of a contract for services
l{,71r031858,0001
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sH( l l()\ lt. It(is201r{
RATE
SHEET
R-EGIoNAt
GOVERNMENT
SERVICES
SERVINC PUBTIC AGENCIEs SINCE 20O2
Rrqi()nxl (io\tnnn!'nl S!'rYicas [rav chargc lraYcl c\pdns('ri at thc cu]Tcnl
l'edcral ratc li)I irdviror trl\!'l Io itnd lhlrn ageucl sortsile.
BGS-
Chiel' Operating Offi cer $ 120 to 1i I 7.s
Depulr Chie[ Operating Olllcer $ l2() to $ l6.s
Seniori Lead Adr isor $ I l-s to $ l6-s
Adr isor $ l0-5 to $ 135
Project Adr isor $95 to $l l-s
Pro.ject Coordinator $7-5 ro 105
Technical Specialist $(r5 to $9-5
Ilourlv Rate
l(,71,lrl I Iltli-0001
7(,10550I a0trl0r l8 J-
'Iitle
E,XHIBIT B
INSURANCE
4267tlo:t 1858-000t
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