2014/01/08 Rogers Anderson, Malody & Scott, LLP City Audit ReportsTHIS AGREEMENT for Professional Services ("Agreement") is made this 8th day of
January, 2014 ("Effective Date") by and between the CITY OF MENIFEE ("City") and Rogers,
Anderson, Malody & Scott, LLP (Audit Firm/Consultant) a California limited liability partnership
(together sometimes referred to the "Parties").
Section 1. SERVICES. Subject to the terms and conditions set forth in this
Agreement, Consultant shall provide to City the services described in the Scope of Work,
(Exhibit A) and incorporated here. Consultant will perform subsequent Task Orders as
requested by the Contract Administrator, in accordance with the Scope of Work. ln the event of
a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement
shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on January 8,
2014 and shall end on March 31, 2017 unless the term of the 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 the City's right to terminate the
Agreement, as provided for in Section 8.
1.2 Standard of Performance.Consultant shall perform all 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 Assiqnment of Personnel. Consultant shall ass ign only competent
personnel to perform services pursuant to Agreement. ln the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the reassignment of any such
persons, Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 @ Consultant shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations
hereunder.
1.5 Authorization to Perform Services. The Consultant is not authorized to
perform any services or incur any costs whatsoever under the terms of this Agreement until
receipt of written authorization from the Contract Administrator.
Section 2.COMPENSATION. City hereby agrees to pay Consultant a sum not to
exceed eighty{wo thousand four hundred thirty-five dollars and 00/00 ($82,435.00) as shown in
Exhibit A, notwithstanding any contrary indications that may be contained in Consultant's
proposal, for services to be performed and reimbursable costs incurred under this Agreement.
ln the event of a conflict between this Agreement and Exhibit A, regarding the amount of
compensation, this Agreement shall prevail. City shall pay Consultant for 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 services rendered
Professional Services Agreement with Rogers. Andcrson Malody & Scotl, LLP I of 13
PROFESSIONAL SERVICES AGREEMENT
pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified
herein. 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 services performed and reimbursable costs incurred prior
to the invoice date. lnvoices shall be in a form acceptable to the Contract Administrator and
contain the following information:
. Serial identifications of progress bills; i.e., Progress Bill No. 'l for the first
invoice, etc.;. The beginning and ending dates of the billing period;
. A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement,
and the percentage of completion;. At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person
doing the work, the hours spent by each person, a brief description of the
work, and each reimbursable expense;. The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder necessary to complete the work described in
Exhibit A;. Receipts for expenses to be reimbursed;. The Consultant's signature.
lnvoices shall be submitted to
City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee, CA 92586
2.2 Monthly Pavment. Cit y shall make monthly payments, based on
invoices received, for services satisfactorily performed, and for authorized reimbursab le costs
incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of
the requirements above to pay Consultant.
2.3 Final Payment. Ci ty shall pay the last ten percent (10%) of the total sum
due pursuant to this Agreement within sixty (60) days after completion of the services and
submittal to City of a final invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. Ci ty shall not pay any additional sum for any expense or
cost whatsoever incurred by Consultant in rendering seryices pursuant to this Agreement City
shall make no payment for any extra, further, or additional service pursuant to this Agreement.
2of13Prdcssional scr!,iccs Agrccnrcnl $ilh Rogers. ADdcrsorr lvialod! & Scoll l.l l'
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 entire Agreement,
unless the Agreement is modified in writing prior to the submission of such an invoice.
2.5 Hourly Fees. Fees for work 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 the contract
2.7 Paymen! o'f IaIeS. Consultant is solel y responsible for the payment of
employment taxes incurred under this Agreement and any federal or state taxes.
2.8 Payment upon Termination. ln the event that the Cit y or Consultant
terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for
all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of
the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
Section 3. FACILITIES AND EQUIPMENT.Except as otheMise 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 the City. The location, quantity, and time of furnishing those
facilities shall be in the sole discretion of City. ln no event shall City be required to furnish any
facility that may involve incurring any direct expense, including but not limited to computer, long-
distance telephone or other communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before b eginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of
insurance checked below and provide Cerlificates of lnsurance, indicating that Consultant has
obtained or currently maintains insurance that meets the requirements of this section and which
is satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies
required by this section throughout the term of this Agreement. The cost of such tnsurance shall
be included in the 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 subcontracto(s) and provided evidence thereof to City.
Verification of the 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 the City and other lnsureds.
4.1 Workers' Conpensallsn. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation lnsurance and Employer's Liability lnsurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation lnsurance 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) disease per employee, ONE MILLION DOLLARS ($1,000,000.00) disease per
policy . ln the alternative, Consultant may rely on a self-insurance program to meet those
Professional Scrvices Agrcemenl with Rogcrs, A[dcrson Malody & Scott. Ll-P 3 of 13
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 program meets the standards
of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if
insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive
all rights of subrogation against the City and its officers, officials, employees, and authorized
volunteers for loss arising from work performed under this Agreement.
4,2 Commercial General
Automobile Liability lnsurance.
4.2.1 Generalrequirements. Consultant , at its own cost and expense,
shall marntain 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 work contemplated by
this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. lf a Commercial General
Liability lnsurance or an Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work 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 activities contemplated under this Agreement, including the use of
hired, owned and non-owned automobiles.
4.2.2 @. Commercial general coverage
shall be at least as broad as lnsurance Services Office Commercial General Liability occurrence
form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and
lnsurance Services Office form number GL 0404 covering Broad Form Comprehensive General
Liability. Automobile coverage shall be at least as broad as lnsurance Services Office
Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9. No endorsement shall be attached
limiting the coverage.
4.2.3 Additional requirements. Each of the followin g shall be included
in the insurance coverage or added as a certified endorsement to the policy:
basis, and not on a ctaims-rale oa.ll"'nt""n"e
shall cover on an occurrence or an accident
b. Any failure of Consultant to comply with reporting
provisions of the policy shall not affect coverage provided to City and its officers, employees,
agents, and volunteers.
4.3.1 General requirements. Consultant , at its own cost and expense,
shall maintain for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount not less than
ONE IMILLION DOLLARS ($1 ,000,000) covering the licensed professionals' errors and
omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.
Profcssional serviccs ABreement with Rogcrs, Anderson Malody & Scotl, LLP 4 of l3
4.3 ProfessionalLiabilitvlnsurance.
a. The retroactive date of the policy must be shown and must
be no later than the commencement of the work.
b. lnsurance must be maintained and evidence of insurance
must be provided for at least five (5) years after completion of the Agreement or the work, 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 date of
this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5)
years after completion of the Agreement or the work. Such continuation coverage may be
provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later than the
commencement of the work under this Agreement. The City shall have the right to exercise, at
the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the
Consultant cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be
submitted to the City prior to the commencement of any work under this Agreement.
4.4 All Po licies Requirements.
4.4.1 Acceptabilitv 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 California
4.4.2 Verification of covera Prior to beginning any work under this
Agreement, Consultant shall furnish City with Certificates of lnsurance, additional insured
endorsement or policy language granting additional insured status complete certified copies of
all policies, including complete certified copies of all endorsements. All copies of policies and
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of lnsurance must include the following reference: (Gity
of Menifee Audit Services) The name and address for Additional lnsured endorsements,
Certificates of Insurance and Notice of Cancellation is. City of Menifee,29714 Haun Road,
Menifee, CA 92586. The City must be endorsed as an additional insured for liability arising out
of ongoing and completed operations by or on behalf of the Consultant.
4.4.3 Notice of Reductio n in or Cancellation of Coveraqe. A certified
endorsement shall be attached to all insurance obtained pursuanl to this Agreement stating that
coverage shall not be suspended, voided, canceled or materially changed by either party, or
reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified,
mail, return receipt requested, has been given to the City. ln the event that any coverage
required by this section is reduced, limited, cancelled, or materially affected in any other
manner, Consultant shall provide written notice to City at Consultant's earliest possible
opportunity and in no case later than ten (10) working days after Consultant is notified of the
change in coverage.
Profcssional Services Agreement with Rogers, Andcrson Malody & Scotl. LLP 5 of l3
4.3.2 @!ry!q!jgq!!q]!5. The following provisions shall apply if
the professional liability coverage is written on a claims-made form:
4.4.4 Additional insured: primary i nsurance. cit y 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 activities 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 the Consultant in the course of providing services
pursuant to this Agreement. The coverage shall contain no special limitations on the scope of
protection afforded to City or its officers, employees, agents, or authorized volunteers. The
insurance provided to the 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 the
City. Additional insured status shall continue for (1) year after delivery of product(s).
A certified endorsement must be attached to all policies stating that
coverage is primary insurance with respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by the City shall be called upon
to contribute to a loss under the coverage.
4.4.5 Deductibles and Self-insured Retentions. Consultant shall
obtain the written approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase such deductibles or
self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Consultant procure a bond guaranteeing payment of
losses and related investigations, claim administration, and defense expenses that is
satisfactory in all respects to each of them.
4.4.6 Subcontractors. Consultant 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 of the requirements
stated herein.
4.4.7 Variation Contract Administrator may approve in writing a
variation in the foregoing insurance requirements, upon a determination that the coverage,
scope, limits, and forms of such insurance are either not commercially available, or that the
City's interests are otheMise fully protected.
4.5 Remedies. ln addition to any other remedies 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.
. Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under the Agreement;
Professional Services Agrccmenl with Rogers, Anderson Malody & scott, LLP 6 of l3
Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work and
withhold any payment, until Consultant demonstrates compliance with the
requirements hereof; and/or
Terminate this Agreement
Section 5.INDEMNIFICATION.
(a) lndemnification for Professional Liabilitv. Where the law establishes a professional
standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant
shall indemnify, protect, defend and hold harmless any and all losses, liabilities, damages, costs
and expenses, including attorney's fees and Costs 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 sub-consultants (or any entity or individual that Consultant shall bear the legal
Iiability thereof) in the performance of professional services under this Agreement
(b) lndemnification for Other than Professional Liability. Other than in the performance
of professtonal services, Consultant shall, to the full extent permitted by law, indemnify, protect,
defend and hold harmless the city of Menifee, and any and all of its employees, officials and
agents from and against any liability (including liability for claims, suits, actions, arbitration
pioceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of
any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs,
interest, defense costs, and expert witness fees), 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 whrch Consultant is legally liable,
indluding but not limited to officers, agents, employees or sub-contractors of Consultant.
(c) The provisions of this section do not apply to claims occurring as a result of City's
sole negligence. The provisions of this section shall not release City from liability arising from
gross negligence or willful acts or omissions of City or any and all of its officials, employees and
agents.
have the right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to subparagraph 1.3;
however, otherwise City shall nol have the right to control the means by which Consultant
accomplishes services rendered pursuant to thls Agreement. Notwithstanding any other City'
State, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of
its employees, agenti, and subcontractors providing services under this Agreement shall not
qualify'foi or bec-ome entitled to any compensation, benefit, or any incident of employment by
iity, inctuOing but not limited to eligibility to enroll in the California Public Employees Retirement
Section 6. STATUS OF CONSULTANT.
6.'l lndependent Contractor. At all times duri ng the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of City.City shall
Itol'essioDal Serriccs Agrccment 1vi6 Rogcrs. Andcrson Malody & Scolt. LLP 7 of l3
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. LEGAL REOUIREMENTS.
7.1 Governino Law.The laws of the State of California shall govern this
Agreement
7.2 Compliance with Applicablr Lalus. Consultant and an y subcontractor
shall comply with all applicable local, state and federal laws and regulations applicable to the
performance of the work hereunder. Consultant shall not hire or employ any person to perform
work within the City of Menifee or allow any person to perform work required under this
Agreement unless such person is properly documented and legally entitled to be employed
within the United States. Consultant shall obtain a City of l\ilenifee business license. Consultant
shall require the same of all subcontractors.
7.3 Licenses and Permits. Consultant re presents 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, any subcontractors shall, at their sole cost and expense, keep in effect at all
times during the term or 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 maintain during the term of this Agreement valid Business
Licenses from City.
Section 8. TERMINATIO N AND MODIFICATION.
8.1 Termination. C ity may cancel this Agreement at any time and without
cause upon written notification to Consultant.
Consultant may cancel this Agreement upon 30 days'written notice to City and
shall include in such notice the reasons for cancellation.
ln the event of termination, Consultant shall be entitled to compensation for
services performed to the effective 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 the City in connection with this Agreement.
8.2 Extension. Ci ty may, in its sole and exclusive discretion, extend the end
date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall
require a written amendment to this Agreement, as provided for herein. Consultant understands
and agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this Agreement.
Similarly, unless authorized by the Contract Administrator, City shall have no obligation to
reimburse Consultant for any otherwise reimbursable expenses incurred during the extension
period.
Professional Services Agrccmcnt with Rogers, Anderson Malody & Scox. Ll-P 8ofl3
8.3 Amendments. The parties may amend this Agreement only by a writing
signed by all the parties.
8.4 Assiqnment and Subcontractinq. Cit y and Consultant recognize and
agree that this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant. Consultant
may not assign this Agreement or any interest therein without the prior written approval of the
Contract Administrator. Consultant shall not subcontract any portion of the performance
contemplated and provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator. ln the event that key personnel
leave Consultant's employ, Consultant shall notify City immediately.
8.5 Survival. All obligations arising prior to the termination of this Agreement
and all provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Ootions up on Breach bv Consultant. lf Consultant materiall y breaches
any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all
of the following:
8.6.1 lmmediately terminate the Agreement;
8.6.2 Retain the plans, specrfications, drawings, reports, design
documents, and any other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in
Exhibit A not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete
the work 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 work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All studies
Professional Serviccs Agrcement with Rogcrs, Anderson Malod) & Scoll. LI-P 9 of l3
surveys, data, notes, computer files, reports, records, documents and other materials (the
"documents and materials") prepared by Consultant, its employees, subcontractors and agents
in the performance of this Agreement shall be the property of City and shall be delivered to City
upon request of the Contract Administrator or upon the termination of this Agreement, and
Consultant shall have no claim for further employment or additional compensation as a result of
the exercise by City of its full rights of ownership use, reuse, or assignment of the documents
and materials hereunder. AII subcontractors shall provide for assignment to City of any
documents or materials prepared by them, and in the event Consultant fails to secure such
assignment, Consultant shall indemnify City for all damages resulting therefrom.
All information gained or work product produced by Contractor in performance of this
Agreement shall be considered confidential, unless such information is in the public domain or
already known to Consultant. Consultant shall not release or disclose any such information or
work product to persons or entities other than City without prior written authorization from the
Contract Administrator. Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admiss-ions or other
discovery request, court order or subpoena from any party regarding this Agreement and the
work performed there under. City retains the right, but has no obligation, to represent
Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to
cooperate fully with City and to provide City with the opportunity to review any response to
discovery requests provided by Consultant. However, this right to review any such response
does not imply or mean the right by City to control, direct, or rewrite said response.
9.2 Consultant's Books and Records. Consultant shall maintain an y and
all ledgers, books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and disbursements
charged to the 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 the Consultant to this Agreement.
9.3 lnsoection and Audit of Records. An y records or documents that
Section 9.2 of this Agreement requires Consultant to maintain shall be made fully available for
inspection, audit, and/or copying at any time during regular business hours, upon oral or written
request of, the city. Under california Government code section 8546.7, if the amount of public
funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the request of
Ciiy or as part of any audit of the City, for a period of three (3) years after final payment under
the Agreement.
MISCELLANEOUS PROVISIONS.
Professional Services Agreemcnl with RoBcrs, Anderson Malody & Sco(l, LLP l0 of l3
10.{ Attornevs' Fees. lf either party to this Agreement brings any action,
including an action for declaratory relief, to enforce or interpret the provision of this Agreement,
the prevailing party shall be entitled to reasonable attorneys'fees and expenses including costs,
in addition to any other relief to which that party may be entitled. The court may set such fees in
the same action or in a separate action brought for that purpose.
10.2 Venue. 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 Severabilitv. lf a court of competent jurisdiction finds or rules that any
provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement
not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of ihis Agreement shall not void or affect the validity of any other provision of this
Agreement.
Section 10.
'10.4 No lmplied Waiver of Breach. The waiver of an y breach of a specific
provision of this Agreement does not constitute a waiver of any other breach of that term or any
other term of this Agreement.
10.5 Successors and Assiqns. The provisions of this Agreement shall inure
to the benefit of and shall apply to and bind the successors and assigns of the parties
10.6 Consultant ReDresentative. All matters under this Agreement shall be
handled for Consultant by Scott [i]anno, Partner
10.7 Citv Contract Admini stration. This Agreement shall be administered by
a City Employee, Terri A. Willoughby ("Contract Administrator"). All correspondence s hall be
directed to or through the Contract Administrator or his or her designee
10.8 Notices. Any written notice to Consultant shall be sent to
Scott Manno, Partner
Rogers, Anderson, Malody & Scott, LLP
735 E. Carnegie Drive, Suite 100
San Bernardino, CA 92408
Any written notice to City shall be sent to the Contract Administrator with a copy
to
City Clerk
City of Menifee
29714 Haun Road
Menifee, CA 92586
10.9 lnteqration.This Agreement, including the scope of work attached
hereto and incorporated herein as Exhibit A, represents the entire and i
between City and Consultant and supersedes all prior negotiations,
ntegrated agreement
representations, or
agreements, either written or oral
10.10 Counterparts.This Agreement may be executed in multiple
counlerparts, each of which shall be an original and all of which together s hall constitute one
agreement
10.11 Nondiscrimination. Consultant shall not discriminate in any way, against
any person n the basis of race, color, religious creed, national origin, ancestry, sex, age'
pnysical handicap, medical condition or marital status in connection with or related to the
performance of this Agreement.
ProftssioDal Scrviccs Agreenrcnt with Rogers, Anderson Malody & Scott LLP 1l of13
The have executed this Agreement as of the Effective Date.
CITY OF M IF AUDIT
Scott A. Mann, Mayor
Attest:
Scott Manno, General Partner
Kathy Bennett, City Clerk
Approved as to Form
Jul Biggs,Attorney
Prolcssional Scrvices Agreement wi(h Rogers. Anderso[ Malody & Scot1. LLP 12 of 13
Section 11.
/A/.
IBI'
Service:FY 20',t3-14 FY 20'14-15 FY 2015-16
Citv AudiURelated Reporis $20,725 $20,800 $21,675
GANN limit review report 650 670 685
Sinqle Audit.3,330 3,400
Annual SCO report 1,200 I ,225 1 ,250
Annual Streets report 1,150 1,200 1 .225
TOTAL s27 .225 $28,235
EXHIBIT A
SCOPE OF WORK
tFee lor first major program, each additional major program is $2,750
Proftssional Services AgreemcDl with Rogers. Arderson Malody & Scotl. LLP 13 of l3
I