Resolution No. 6065
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RESOLUTION NO. 6065
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF VERNON APPROVING AND AUTHORIZING THE
EXECUTION OF AN AGREEMENT FOR CONSULTING
SERVICES BETWEEN THE CITY OF VERNON AND ITS
REDEVELOPMENT AGENCY AND THE MAGELLAN GROUP,
INC. REGARDING PREPARATION OF THE PRELIMINARY
APPLICATION FOR CALIFORNIA ENTERPRISE ZONE
PROGRAM
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WHEREAS, the State of California has established an
9 Enterprise Zone Program whose goal is to stimulate growth and
10 revitalization in economically distressed areas throughout the
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12 WHEREAS, an Enterprise Zone is a specific designated area
13 in which companies doing business can take advantage of State and
14 local incentives and programs not available to businesses outside
15 the Enterprise Zone; and
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WHEREAS, by offering such incentives and programs,
17 businesses can be attracted to such an Enterprise Zone, and
18 companies can be persuaded to remain in such an Enterprise Zone;
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20 WHEREAS, each Enterprise Zone must contain an eligible
21 area with a population of at least 2,500 and meeting certain
22 criteria, a commercial area and an adjacent industrial area; and
23 WHEREAS, the City of Bell not only has a population which
24 exceeds 2,500 and meets the certain criteria, but also contains a
25 commercial area; and
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WHEREAS, the City of Vernon not only contains an
27 industrial area, but also is located adjacent to the City of Bell;
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WHEREAS, the application area, which consists of the
entire City of Bell and the entire City of Vernon, including the
redevelopment project areas in both cities, is a depressed area,
and designation of such an area as an Enterprise Zone is necessary
in order to attract private sector investment to the application
area; and
WHEREAS, The Magellan Group, Inc. has represented that it
is qualified to develop an Economic Development Plan and, together
with the contributions of other consultants acting as
subcontractors, to complete the required preliminary application
for the Enterprise Zone Program; and
WHEREAS, the City of Vernon, the Redevelopment Agency of
the City of Vernon and The Magellan Group, Inc. desire to enter
into an agreement whereby The Magellan Group, Inc. would develop
such a Plan and complete such an application.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are
true and correct.
SECTION 2: The City Council of the City of Vernon
approves the Agreement for Consulting services, a copy of which has
been presented to the City Council concurrently with this
resolution, and the City Council hereby orders said Agreement to be
received and filed by the City Clerk.
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SECTION 3: The City Council of the City of Vernon hereby
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authorizes the Mayor and the City Clerk to execute said Agreement
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for, and on behalf of, the City of Vernon.
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SECTION 4: The City Clerk of the City of Vernon shall
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certify the passage of this resolution, and thereupon and
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thereafter the same shall be in full force and effect.
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APPROVED AND ADOPTED this 24th day of February, 1992.
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"(~ONIS C. MALBRG, May
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STATE OF CALIFORNIA )
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COUNTY OF LOS ANGELES )
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I, BRUCE V. MALKENHORST, City Clerk of the City of
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Vernon, do hereby certify that the foregoing Resolution, being
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Resolution No. 6065, was duly adopted by the City Council of the
City of Vernon at an adjourned regular meeting of the City Council
duly held on Monday, February 24, 1992, and thereafter was duly
signed by the Mayor of the City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
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AGREEMENT FOR CONSULTING SERVICES
BETWEEN
THE CITY OF VERNON, THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON
AND
THE MAGELLAN GROUP, INC.
This agreement is entered into this 18th day. of February 1.992 by
and between THE CITY OF VERNON, and THEREDEVELOPMENT AGENCY OF THE
CITY OF VERNON, hereinafter both referred to as "THE CITY AND THE
AGENCY" and THE MAGELLAN GROUP, INC., a Delaware corporation,
hereinafter referred to as the "CONSULTANT".. . ..The CONSULTANT
recognizes that THE CITY OF BELL and THE RED EVF;LOPMENT AGENCY OF
THE CITY OF.. BELL are third party< beneficiaries of this agreement,
due to their joint application with THE CITY AND THE AGENCY for the
Enterprise Zone Program.
WITNESSETH
WHEREAS,TIlE CITY ANO THEAGENCy.require THE CONSULTANT to perfprm
and provide assistance in the.. redevelopment and economic
development of the cities of Vernon and Bell through working to
obtain an Enterprise Zone designation from the State of California
Department of Commerce on behalf of both cities and both
redevelopment agenciesiand
WHEREAS, THE CITY AND THE AGENCY desire to engage THE CONSULTANT
for the services relating to develop.ing an Economic Development
Plan and completing the required application on behalf of both
Cities and both Redevelopment Agencies hereinafter..describedi and
WHEREAS, THE CONSULTANT represents that it is qualified to perform
such services under this agreement.
NOW, THEREFORE,THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
I. SCOPE OF SERVICES
THE CONSULTANT services are confidential. THE CONSULTANT
shall perform all requested activities necessary to submit a
Preliminary Application. for the State of. California Enterprise
Zone Program on .behalf of .the cities of Vernon and Bell and
the Redevelopment Agencies for both cities. These activities
include the following: First, draft, assemble, apd complete
all requisite sections oftheapplicatioIli Second, coordinate
the. work of all other consultants including Cotton Beland
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(EIR-Initial study and Notice of Preparation), Sussman Prejza
(marketing materials), .Furuto RUbio & Associates (maps and
propert.ydescript.ions) and Economics Research Associates (job
dev~lopment)i Third, participate in appropriate introductory
marketing activities within the Department of Commer.ce and
elsewherejFourth, submit the preliminary applicationrFifth,
complete the preliminary application and have it submitted to
the state ofCaliforn~a Department of Commerce by March 2,1992
before 5:00 P.M.
II. PROGRESS REPORTS
THE CONSULTANT shall meet with THE CITY AND THE AGENCY staff
on a regular basis to provide progress reports concerning the
Scope Qf Services performed during the preceding period.
These reports will identify the tasks performed and the
associated hours and persons involved. THE CITY . AND THE
AGENCY staff shall be responsible for keeping THE CITY O]?'BELL
and THE REDEVELOPMENT AGENCY OF THE CITY OF BELL staff
apprised of the status of the preliminary .application.
III. TIME OF PERFORMANCE
THE CONSULTANT I S services herewith shall commence upon signing
of this agreement and shall be completed by Monday, March 2,
1992 unless earlier terminated or extended.
IV. COMPENSATION
THE CITY AND . THE AGENCY will compensate. THECONSU:LTANT for
services performed hereunder in accordance with the following
schedule of hourly rates:
Principal
Associate
Administrative Staff
$95.00
$50.00
$30.00
Total compensa,tion for these services shall not exceed
$65,000.00.
Directly related job expenses will be billed at 110 percent of
cost. Job expenses include: auto mileage, air fares, hotels
and motels i meals, car rentals, taxis, telephone calls,
delivery, electronic data processing, facsimiles, graphics,
and printing.
V. METHOD OF PAYMENT
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within thirty (30) days after the last day of any month in
which services have been performed or costs incurred
hereunder., TijE CONSULTANT shall subtni t an invoice to THE CITY
AND THE. AGENCY stating the amount due the CONSULTANT, and
containing a breakdown of the charges by compensation
classification, hourly rate al1d number of hours worked.. .. The
invoice shall also contain an itemization of directly related
job expenses and subcontract charges incurred by THE
CONSUr,TANT and for which compensation is due. .
Payment of the invoice will .be made after acceptance and
approval by THE CTTYAND THE AGENCY wi.thin thirty (30) days of
receipt of. such invoice. THE CITY AND 'l.'HE AGENCY's approval
of the invoice shall not be unreasonably withheld.
VI. CHANGES AND EXTRA SERVICES
THE CITy AND 'l.'HE AGENCY reserve the right to .order changes. in
the services to be performed by THE CONSULTANT. All such
changes shall be incorporated in written change orders
executed by THE CITY AND THE AGENCY and THE CONSULTANT. which
shall specify the changes ordered and the.. adjustment of
compensation andcQmpletion time required thereof.
Any services added to the scope of . this agreement by a change
order shall be executed under all appl.icable conditions of
this agreement. No claim for additional compensation or
extension of time shall be recognized unless contained in a
duly executed change order.
VII. CONFLICTS OF IN'l.'EREST
THE CONSULTANT shall not work with other cities or.
redevelopment agencies on a similar type of project during
1992. THE CONSULTANT .shall notify THE CITY ANOTHE AGENCY in
the event any other work may conflict. with this contract and,
if necessary, seek approval from THE CITY AND THE AGENCY and
from the city of Bell and its Redevelopment Agency if there is
any potential for a conflict of interest in performing
services for another city or agency.
VIII.GENERAL PROVISIONS
1. Independent. Contractor At all times during the term of
this Agreement, THE CONSULTANT shall be an independent
contractor and shall not be an employee .of THE CITY AND
THE AGENCY. THE CITY AND THE AGENCY shall have the right
to control the consultant only insofar as 'the results of
THE CONSULTANT's services rendered pursuant to this
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Agreement; however, THE CITY AND THE AGENCY shall not
have the right to control the means by which THE
CONSULTANT accomplishes services rendered pursuant to
this Agreement.
2. Equal. EnlPlovrnent Opportunity During the performance of
this ,Agreement, THE. CONSULTANT agrees as folloYls:
a} THE ...CONSULTANT will not discriminate against any
employee or applicant for employment because of
race, color, religion, sex:, or national origin.
THE CONSULTANT will take affirmative action to
ensure that applicants are employed, and that
employees are treated during employment without
regard to their race, color, religion, sex, or
national origin. such action shall include, but
not be limited to the following: employment,
upgrading, demotion, transfer, recruitment, or
recruitment advertising; layoff or termination;
rates of pay. or other forms of compensation; and
selection for training, incluCiing apprenticeship.
THE CONSULTANT agrees to post . in conspicuous
places, available to employees . and applicants for
employment, notices setting forth the provi~ions of
this non-discrimination clause.
b) THE CONSULTANT will, in all solicitations or
advertisements for employees placed by or on behalf
of THE CONSULTANT state that all qualifieCi
applicants will receive equal consideration for
employment without regard to race, color, religion,
sex, or national origin.
c) THE CONSULTANT will cause the foregoing provisions
to be inserted in all subcontracts for any work
covered by this agreement, provided that the
foregoing provisions shall not apply to contracts
or subcontr.acts for standard commercial supplies or
raw'materials.
3. CONSULTANT NOT AGENT Except as THE CITY AND THE
AGENCY may specify in writing, THE CONSULTANT ,shall have
no authority, express or implied, to act onbehalf of ,THE
CITY AND THE AGENCY in any capacity whatsoever as an
Agent. THE CONSULTANT shall have no authority, expressed
or implied, pursuant to this Agreement to bind THE CITY
AND THE AGENCY to any obligation whatsoever.
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4. PRODUCTS OF CONSULTING All products of consulting with
the exception of computer software developed by THE
CONSULTANT, shall become the property of THE CITY AND THE
AGENCY and shall be d~livered to THE CITY AND THE AGENCY
before the end of the performance of this Agreement.
Computer software remains the property of THE CONSULTANT.
5. ASSIGNMENT PROHIBITED NO party to this Agreement may
assign any right or obligation pursuant to this Agreement
except as herein provided. Any other attempted or
purported assignment of any right or obligation pursuant
to this Agreement shall be void and of no effect. .
6. TERMINATION This Agreement may be terminated by THE
CITY AND THE AGENCY on thirty (30) days written notice to
,THE CONSULTANT. The effective date of cancellation shall
be after the 30th day after said written notice. THE
CONSULTANT shall be entitled to the compensation earned
by it prior to. the date of the termination notice,
computed pro rata up to and including that date, plus
compensation for work performed during the 30 day notice
period and authorized in the termination notice.
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7. ATTORNEY'S FEES In the event. that it becomes
necessary for either party to this agreement to bring a
legal suit to enforce any of the provisions of this
Agreement, the parties agree that the court jurisdiction
may determine and fix reasonable attorney fees to be paid
to the successful litigant.
NOTICES Notices to the parties unless otherwise
requested in writing shall be sent to THE CITY AND THE
AGENCY at 4305 Santa Fe Avenue, Vernon, CA 90058 and to .
THE CONSULTANT, The Magellan Group, Inc. at 601 south
Figueroa Street, 30th floor, Los Angeles, CA 90017.
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IX. ENTIRE AGREEMENT
This Agreement is the. entire Agreement of the parties, THE
CONSULTANT represents that in entering into this Agreement, it
has not relied on any previous representations or
understandings of any kind or nature.
X. BENEFIT OF AGREEMENT
This Agreement shall bind and benefit the parties hereto and
their heirs, successors, and permitted assigns.
XI. CHOICE OF LAW AND FORUM
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This agreement is governed by the Laws of the state of
California. Any suit to enforce the provisions of this
agreement shall be brought in the courts of the state of
California.
XII. CONFIDENTIAL INFORMATION
1. Access to Confidential Information THE CITY AND THE
AGENCY may provide THECON'SULTANT with, or allow THE
CONSULTANT access to, certain information not available
to the . public concerning THE.. CITY AND THE AGENCY and
conce):"ning THE CITY OF BELL and THE REDEVELOPMENT AGENCY
OF THE CITY OF BELL, or businesses located ..in the cities
of Vernon and. Bell. The information . may include company
information, taxes, sales, assets, or other such
information. All such .information shall be known as
"Confidential Information."
2. No Disclosure Except as expressly permitted, THE
CONSULTANT shall not disclose,permitthe disclosure of,
release, disseminate, or transfer, whether orally or by
any other means, any part of such Confidential
Information to any other person or enti ty, whether
corporate, governmental, or individual, without the
express prio~written consent of an authorized
representative of THE CITY AND THE AGENCY. THE
CONSULTANT shall. return any written Confidential
Information, and all copies made of such items, to the
CITY AND THE .AGENCY upon the CITY AND THE AGENCY' s
written request, but in any event not later than the date
that THE CONSULTANT has performed all services tp be
performed pursuant to this Agreement~ THE CONSULTANT
hereby agrees that such Confidential .Informationandany
documents provided may be used by THE CONSULTANT only as
authorized by THE CITY ANDTHE AGENCY. CONSULTANT shall
take reasonable measures to avoid any disclosure of any
such Confidential Information to any unauthorized person.
3. Court Ordered Disclosure. THE CONSULTANT shall
immedi(}telynotify THE CITY. AND THE AGENCY of any court
order or subpoena requiring disclosure of Confidential
Inform~tion, and shall cooperate with leg~l counsel in
the.appeal or challenge pf any such order or subpoena.
Recipient may only disclose ConfiClential Information
required to be. disclosed pursuant to court order or
subpoena after. legal counsel has exhausted any lawful and
timely appeal or challenge.
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4. Recipient as Partnership or Corporation. The provisions
of.thisAgreement r~latingtoaccess to, and disclosure
of, Confidential Information shall apply to all partners,
officers, directors,elllployees and agents of CONSULTANT,
as applicable, and CONSULTANT shall be responsible for
ensuring the compliance of all such parties with the
.terms hereof.
5. Remedies. In.. addit.ion to any other remedies that it may
have at lawor<in equity, THE CITY AND THE AGENCY shall
be entitled to a temporary and permanent injunct.ion by a
court of competent jurisdiction against any breach or
threatened breach of the Confidential Information
provisions of this Agreement. CONSULTANT acknowledges
that in case of such breach or threatened breach of said
provisions, THE CITY AND TBE AGENCY would have no
adequate remedy at law.
IN WITNESS WHEREOF, . THE CITY AND THE AGENCY and THE CONSULTANT have
executed<this Agreement .as of the date first hereinabove set forth.
At,At: y~~=p
Appro v ed ae> to.. form:
City Clerk
THE CITY OF VERNON
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By:..-- :,;~Y';t'~!/~~J!il/~{
Title( Mayor
AAU/hlL~
Approued as 10 form~
THE REDEVELOPMENT AGENCY
OF THE CITY OF VERNON
City Clerk
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By: '-k;://t(~~;C/:/jJ:ll (~1-"zf.-<-
.~r (..
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Title-: Mayor
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THE MAGELLAN GROUP, INC.
BY:... ,~
Title:A~~//i/
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