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Resolution No. 80471 2 3 4 5 rem r, 8 9 10 11 12 13 14 15 16 17 19 20 21 22 23 24 25 26 27 RESOLUTION NO. 8047 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CONSULTING SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND CONCEPT ENGINEERING GROUP, LLC WHEREAS, the City of Vernon needs the services of a consultant to assist the City with strategic planning to provide educational and informational services to the Vernon business 11community; and WHEREAS, City staff has determined that Concept Engineering Group, LLC possesses the knowledge necessary to assist the City in connection with the strategic planning; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Concept Engineering Group, LLC to enhance services provided to the Vernon community. 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 land correct. SECTION 2: The City Council of the City of Vernon hereby approves the Consulting Services Agreement with Concept Engineering Group, LLC, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement for, 1 2 3 4 51 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: Concept Engineering Group, LLC Attn. Robert J. Toering 514 W. 26th Street, Suite 408 Los Angeles, CA 90731 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 21st day of August, 2002. ATTEST: BRUCE V. MALKENHORST, City Clerk fT EONIS C. MALB RG, Major 2 1 STATE OF CALIFORNIA ) 2 )ss COUNTY OF LOS ANGELES ) 3 4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do 5 hereby certify that the foregoing Resolution, being Resolution No. 6 8047, was duly adopted by the City Council of the City of Vernon at a 7 regular meeting of the City Council duly held on Wednesday, August 21, 8 2002, and thereafter was duly signed by the Mayor of the City of 9 Vernon. 10 BRUCE V. MALKENHORST, City Clerk 12 13 (SEAL) 14 15 16 17 18' 19 20 21 22 23 24 25 26 27 28 - 3 - EXHIBIT V�& CONSULTING SERVICES AGREEMENT This Agreement is executed and made effective as of the 14`h day of August of 2002, by and between Concept Engineering Group, LLC, 514 W. 26t' Street, Suite 408, Los Angeles, California 90731 ("CONSULTANT"), and the City of Vernon, 4305 Santa Fe Ave., Vernon, California 90058 ('CITY"). The CONSULTANT has a background in general business management as well as experience within the City of Vernon business community and is willing to provide services to the CITY based on this background. The CITY desires to retain the services of the CONSULTANT, under the terms and conditions stated here under. Therefore, the parties agree as follows: A. DESCRIPTION OF SERVICES: Concept Engineering Group, LLC will supply the following strategic consulting services to the CITY with the express purpose of educating the City's businesses and property owners regarding polices and legislation that have been implemented by CITY. 1. Conduct individual meetings with the Vernon business leaders and educate them on the official CITY position and rationale on issues such as taxation and fees. 2. Educate the business leaders of Vernon the CITY's continuing efforts to promote industry and how such efforts impact their business. 3. Accumulate feedback and identify key "issues" in the minds of Vernon business owners / managers and Vernon property owners. 4. Provide city management with feedback and coherent assessment of the CITY's education efforts. 5. Assist CITY in developing a long-term strategy for the further education of its constituency — residents, landowners, and businesses. 6. Meet with ancillary organizations, such as Chamber of Commerce, to further coordinate the improvement of the City's education efforts. B. DESCRIPTION OF DELIVERABLES: Concept Engineering Group, LLC will supply the following written reports as deliverables under this effort. In addition, representatives of Concept Engineering Group will, as required, participate in meetings with representatives of the CITY and verbally convey the insights and knowledge acquired as a result of this effort. 1. Written Weekly Activity reports summarizing the various contacts made and information obtained during the week. 2. Periodic, written Feedback and Assessment Reports on the CITY's education efforts. 3. Based on situation assessments, prepare "draft" position papers and strategic plans to assist CITY in its education efforts. 4. Other written documentation as may, from time to time, be required by the CITY. CONSULTING SERVICES AGREEMENT CONSULTING SERVICES .AGREEMENT C. SPECIFIC CONSULTANT ASSIGNMENT: Because of his prior years of leadership within the Vernon business community, Mr. Robert Toering (the President of Concept Engineering Group, LLC) will personally perform the efforts addressed by this proposal. D. LEVEL OF SUPPORT COMMITMENT: CITY has estimated that the level of effort required is 20 to 25 hours per week (87 to 108 hours per month). With this proposal, CONSULTANT is guaranteeing the availability of at least 100 hours per month of Mr. Toering's time to support the CITY requirements. This commitment of Mr. Toering's time is for at least the next six months and will be extended further should the CITY choose to continue the contractual arrangement. E. PAYMENT: CITY will pay to CONSULTANT an initial retainer in the amount of $10,000.00 at the execution of this contract. Said retainer is an advance payment (or partial payment) for the final invoice from the CONSULTANT to the CITY at the conclusion of this contractual arrangement between CITY and CONSULTANT. All hours billed by CONSULTANT to CITY under this agreement will be invoiced at the rate of $115.00 per hour. CONSULTANT agrees to deliver monthly invoices to CITY on or before the 5'' of each month, detailing the billings for the previous month of service. CITY agrees to pay presented monthly invoices on of before the 20'h of the month (within fifteen days). At the conclusion of this contractual arrangement, CONSULTANT will issue a final invoice to CITY that will acknowledge the initial retainer and reduce the balance due by the retainer amount. Should the retainer amount exceed the final invoice amount, CONSULTANT will refund the difference to CITY. F. EXPENSE REIMBURSMENT: Unless approved in advance by CITY, CONSULTANT shall pay all out of pocket expenses, and shall not be entitled to reimbursement from CITY. G. RIGHTS TO INFORMATION: The information and insights discovered or identified by CONSULTANT in the conduct of this consulting service to the CITY, shall be the sole property of CITY once the associated invoice(s) has been paid by the CITY. H. CONTINGENT SUPPORT: Immediately following execution of this Agreement, CITY will provide CONSULTANT with copies of all available information/records describing CITY's position on topics of interest to the Vernon business community. As positions change or new topics emerge, CITY will continue to provide CONSULTANT with information and records. CONSULTING SERVICES AGREEMENT CONSULTING SERVICES .AGREEMENT I. TERM / TERMINATION: This Agreement shall be effective for six (6) months from the effective date noted in the first sentence of this agreement. CITY may unilaterally extend the agreement for an additional six (6) month period by providing written notice to CONSULTANT at least forty-five (45) days prior to scheduled expiration. Further extensions of the agreement (past one year total) can only be made by mutual agreement between CONSULTANT and CITY. Should CONSULTANT fail to provide the specific consultant identified in paragraph C, or the support hours specified in paragraph D, CITY may terminate this Agreement for cause, prior to expiration, by providing written notice to CONSULTANT. J. RELATIONSHIP OF PARTIES: It is understood by the parties that CONSULTANT is an independent contractor with respect to CITY, and not an employee of CITY. CONSULTANT shall not receive any other compensation from the CITY or participate in or receive benefits under any of the CITY's employee fringe benefit programs or receive any other fringe benefits from the CITY on account of services hereunder (including without limitation health, disability, life insurance, retirement, pension and profit sharing benefits), except for the amount set forth in Paragraph E. K. CONFLICTS OF INTEREST: CONSULTANT agrees that, while supporting CITY under this agreement, CONSULTANT will not knowingly undertake a consulting assignment that would present a conflict of interest. If, despite CONSULTANT's best efforts, a conflict should develop, CONSULTANT will take all available actions to remove it. L. CONFIDENTIALITY: CONSULTANT acknowledges that certain information relating to the management, operation or planning of the CITY and generally determined to be confidential by CITY, (the "Confidential Information") must be maintained as confidential by CITY, but that access to and knowledge of such Confidential Information is essentialto the performance of CONSULTANT' duties hereunder. CONSULTANT agrees that all Confidential Information heretofore or in the future obtained by CONSULTANT as a result of CONSULTANT's relationship with the CITY shall be considered confidential. In recognition of this fact, CONSULTANT agrees that he will not, during and after the Consulting Period, disclose any such Confidential Information to any person or entity for any reason or purpose whatsoever and he will not make use of any Confidential Information for his own purposes or for the benefit of any other person or entity (except the CITY), unless ordered to do so by a court with legal jurisdiction. M. CONFIDENTIALITY AFTER TERMINATION: The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement. CONSULTING SERVICES AGREEMENT CONSULTING SERVICES, AGREEMENT N. RETURN OF RECORDS: Upon termination of this Agreement, CONSULTANT shall deliver all records, notes, data, and memoranda that are in CONSULTANT's possession or under CONSULTANT's control and that are CITY's property. O. ASSIGNMENT: This Agreement shall not be assignable by either party. P. NOTICES: Any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and delivered by hand and receipt is acknowledged by the party to whom said notice shall be directed, or if mailed by certified or registered mail, postage prepaid with return receipt requested, or sent by express courier service, charges prepaid by shipper, to the addresses of each party stated above (or to such other address as a party is directed pursuant to written notice from the other party). Q. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties regarding the Services and Deliverables described in Paragraphs A and B and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. R. AMENDMENT: This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. S. SEVERABILITY: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. T. WAIVER OF CONTRACTUAL RIGHT: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. CONSULTING SERVICES AGREEMENT 4 CONSULTING SERVICES AGREEMENT 1 U. APPLICABLE LAW: This Agreement shall be governed by the laws of the State of California. V. HEADINGS: The headings of the Paragraphs are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CONSULTANT: CITY: ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney For: Concept Engineering Group, LLC 514 W. 260' Street, Suite 408 Los Angeles, CA 90731 8mmAk.*1wkaakom date LEONIS C. MALBURG, Mayor For: City of Vernon, 4305 Santa Fe Ave. Vernon, California 90058 CONSULTING SERVICES AGREEMENT 5 SUPPORTING DOCUMENTS CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 826-1438 City Council City of Vernon Honorable Members: CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 August 15, 2002 EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 It was necessary to retain the Consulting Services of Concept Engineering Group, LLC, to provide educational and informational related services to the City. These services will be provided at an hourly rate of one hundred fifteen dollars ($115.00) with an initial retainer of $10,000.00. This has been reviewed by the City Attorney and it is hereby recommended that a Consulting Services Agreement with Concept Engineering Group, LLC, be ratified. ery truly yours, V �41 Bruce V. Malkenhorst 7 City Administrator/City Clerk BVM/gm CONSULTING SERVICES AGREEMENT This Agreement is executed and made effective as of the 10 day of August of 2002, by and between Concept Engineering Group, LLC, 514 W. 26t' Street, Suite 408, Los Angeles, California 90731 ("CONSULTANT"), and the City of Vernon, 4305 Santa Fe Ave., Vernon, California 90058 ("CLIENT"). The CONSULTANT has a background in general business management as well as experience within the City of Vernon business community and is willing to provide services to the CLIENT based on this background. The CITYLrF desires to retain the services of the CONSULTANT, under the terms and conditions stated here under. Therefore, the parties agree as follows: A. DESCRIPTION OF SERVICES: Concept Engineering Group, LLC will supply the following strategic consulting services to the C:ITYLIE NT with the express purpose of educatingthe he City's businesses and property owners regarding polices and legislation that have been implemented by CITY „ in the eyes of the . individual meetings with the Vernon business leaders and educate them on een m ie to the official CITYLIENT position and rationale on issues such as taxation and fees. 261. Educate Aftiettlate to the business leaders of Vernon on the CITY'sthe rr ENT's continuing efforts to promote industry and how such efforts im act their business. -3-.2. Accumulate feedback and identify key "issues" in the minds of Vernon business owners / managers and Vernon property owners. 43. Provide city management with feedback and coherent assessment of the CITY's education effortsC IENT's D Nb11V Relations (or- more _e ee*l, Busines s Relations). 5-4. Assist CITYLIENT in developing a long-term strategy on further education of fef dealing vAth its constituency — residents, landowners, and businesses. 6:5_Meet with ancillary organizations, such as Chamber of Commerce, to further coordinate the CITY's education efforts • ' Relations. B. DESCRIPTION OF DELIVERABLES: Concept Engineering Group, LLC will supply the following written reports as deliverables under this effort. In addition, representatives of Concept Engineering Group will, as required, participate in meetings with representatives of the CITYL4EINT and verbally convey the insights and knowledge acquired as a result of this effort. 1. Written Weekly Activity reports summarizing the various contacts made and information obtained during the week. 2. Periodic, written Feedback and Assessment Reports on the CITY's 7 E education effortsBusiness Relations. CONSULTING SERVICES AGREEMENT i CONSULTING SERVICES AGREEMENT 3. Based on situation assessments, prepare "draft" position papers and strategic plans to assist CITY CLIENT its education effortsdeal ng with ,.enst,t„eney 4. Other written documentation as may, from time to time, be required by the CITYL ENT. C. SPECIFIC CONSULTANT ASSIGNMENT: Because of his prior years of leadership within the Vernon business community, Mr. Robert Toering (the President of Concept Engineering Group, LLC) will personally perform the efforts addressed by this proposal. D. LEVEL OF SUPPORT COMMITMENT: CITY C44ENrhas peso e have —estimated that the level of effort required is 20 to 25 hours per week (87 to 108 hours per month). With this proposal, CONSULTANT is guaranteeing the availability of at least 100 hours per month of Mr. Toering's time to support the CITYLI€NT requirements. This commitment of Mr. Toering's time is for at least the next six months and will be extended further should the CITYLIEF choose to continue the contractual arrangement. E. PAYMENT: CITYCLIE—NT will pay to CONSULTANT an initial retainer in the amount of $10,000.00 at the execution of this contract. Said retainer is an advance payment (or partial payment) for the final invoice from the CONSULTANT to the CITYIiEN--T at the conclusion of this contractual arrangement between CITYT and CONSULTANT. All hours billed by CONSULTANT to CITYLIEL Fa under this agreement will be invoiced at the rate of $115.00 per hour. CONSULTANT agrees to deliver monthly invoices to CITYLIE NT on or before the 5t' of each month, detailing the billings for the previous month of service. CITYUENfiF agrees to pay presented monthly invoices on of before the 20W of the month (within ten days). At the conclusion of this contractual arrangement, CONSULTANT will issue a final invoice to CITYLIENT that will acknowledge the initial retainer and reduce the balance due by the retainer amount. Should the retainer amount exceed the final invoice amount, CONSULTANT will refund the difference to CITYL4EN T. F. EXPENSE REIMBURSMENT: Unless approved in advance by CITYL4EAtT, CONSULTANT shall pay all out of pocket expenses, and shall not be entitled to reimbursement from CITYMEW. G. RIGHTS TO INFORMATION: The information and insights discovered or identified by CONSULTANT in the conduct of this consulting service to the CITYMENT, shall be the sole property of CITY FT once the associated invoice(s) has been paid by the CITYLIETT. CONSULTING SERVICES AGREEMENT 2 CONSULTING SERVICES AGREEMENT H. CONTINGENT SUPPORT: Immediately following execution of this Agreement, CITYLIENT will provide CONSULTANT with copies of all available information/records describing CITYL BW's position on topics of interest to the Vernon business community. As I positions change or new topics emerge, CITYLIENT will continue to provide CONSULTANT with information and records. I. TERM / TERMINATION: This Agreement shall be effective for six (6) months from the effective date noted in the first sentence of this agreement. CITYMENT may unilaterally extend the agreement for an additional six (6) month period by providing written notice to CONSULTANT at least forty-five (45) days prior to scheduled expiration. Further extensions of the agreement (past one year total) can only be made by mutual agreement between CONSULTANT and CITYLIE. Should CONSULTANT fail to provide the specific consultant identified in paragraph C, or the support hours specified in paragraph D, CITYL4ENT- may terminate this Agreement for cause, prior to expiration, by providing written notice to CONSULTANT. J. RELATIONSHIP OF PARTIES: It is understood by the parties that CONSULTANT is an independent contractor with respect to CITYLEBW, and not an employee of CITYLIENT. CONSULTANT shall not receive any other compensation from the CITYL4E-N-'F or participate in or receive benefits under any of the CITY'sLIENT''s employee fringe benefit programs or receive any other fringe benefits from the CLIENT on account of services hereunder (including without limitation health, disability, life insurance, retirement, pension and profit sharing benefits), except for the amount set forth in Paragraph E. K. CONFLICTS OF INTEREST: CONSULTANT agrees that, while supporting CITYLfENT under this agreement, CONSULTANT will not knowingly undertake a consulting assignment that would present a conflict of interest. If, despite CONSULTANT's best efforts, a conflict should develop, CONSULTANT will take all available actions to remove it. L. CONFIDENTIALITY: CONSULTANT acknowledges that certain the information relating to the management, operation or planning of the CITYCL ENT— and generally determined to be confidential held in eenfidenee by CITYdH� r� -, (the "Confidential Pr-epfieta y Information") must be maintained as confidential by CITY, but that are valuable, assets eft -he r TER,m, access to and knowledge of such Confidential Information is whieh ar-e-essential to the performance of CONSULTANT' duties hereunder. CONSULTANT agrees that all Confidential hreprietery-Information heretofore or in the future obtained by CONSULTANT as a result of CONSULTANT's relationship with the CITYCL 9T--shall be considered confidential. In recognition of this fact, CONSULTING SERVICES AGREEMENT CONSULTING SERVICES AGREEMENT CONSULTANT agrees that he will not, during and after the Consulting Period, disclose any such Confidential PrepRietafyInformation to any person or entity for any reason or purpose whatsoever and he will not make use of any Confidential 1?reprietay Information for his own purposes or for the benefit of any other person or entity (except the CITYF), unless ordered to do so by a court with legal jurisdiction. M. CONFIDENTIALITY AFTER TERMINATION: The confidentiality provisions of this Agreement shall remain in full force and effect fef-a period of five -after the termination of this Agreement. Q 19 �•� Upon termination of this Agreement, CONSULTANT shall deliver all records, notes, data, and memoranda that are in CONSULTANT's possession or under CONSULTANT's control and that are CITYUFNT's property. O. ASSIGNMENT: This Agreement shall not be assignable by either party. P. NOTICES: Any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and delivered by hand and receipt is acknowledged by the party to whom said notice shall be directed, or if mailed by certified or registered mail, postage prepaid with return receipt requested, or sent by express courier service, charges prepaid by shipper, to the addresses of each party stated above (or to such other address as a party is directed pursuant to written notice from the other party). Q. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties regarding the Services and Deliverables described in Paragraphs A and B and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. R. AMENDMENT: This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. S. SEVERABILITY: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by CONSULTING SERVICES AGREEMENT CONSULTING SERVICES AGREEMENT limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. T. WAIVER OF CONTRACTUAL RIGHT: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. U. APPLICABLE LAW: This Agreement shall be governed by the laws of the State of California. V. HEADINGS: The headings of the Paragraphs are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CONSULTANT: Robert J. Toering date For: Concept Engineering Group, LLC 514 W. 26' Street, Suite 408 Los Angeles, CA 90731 CTTYLIENT: Bruce V. Malkenhorst date For: City of Vernon, 4305 Santa Fe Ave. Vernon, California 90058 CONSULTING SERVICES AGREEMENT 5 0 "k CITY COUNCIL fILEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City Clerk FAX (323) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 August 15, 2002 Mr. Bruce V. Malkenhorst City Administrator/City Clerk 4305 Santa Fe Avenue Vernon, California 90058 EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 Re: Agreement with Concept Engineering Group, LLC Dear Bruce: I have received a proposal from Robert Toering from Concept Engineering Group, LLC. I have negotiated his rates and believe that the negotiated rates are appropriate. I have reviewed the proposed Agreement and believe it is appropriate for your signature, subject to ratification by the City Council at the next City Council meeting. If you have any questions or comments, please contact me. Very truly yours, Eduardo Olivo City Attorney EO:j1 CTTY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City Clerk FAX (323) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 September 10, 2002 Concept Engineering Group, LLC Attn: Robert J. Toering 514 W. 26th Street, Suite 408 Los Angeles, CA 90731 Re: Consulting Services Agreement Dear Mr. Toering: EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 Transmitted herewith is a duplicate original copy of the above referenced approved.by the Vernon City Council on August 21, 2002. If you have any questions regarding this matter, please call Mr. Eduardo Olivo at (323) 583-8811 ext. 310. V y truly yours, Nelly Gi on Assistant to the Chief Deputy City Clerk NG/gm CC: Eduardo Olivo "Dolores Fonseca Resolution No. 8047 Agreement No. 02-058 41 Memo To: Martha Valenzuela, Finance Office Manager From: Nelly Giron, Assistant to the Chief Deputy City Clerk Date: August 26, 2002 Re: Concept Engineering Group, LLC On August 21, 2002, City Council approved the execution of an agreement with the consulting firm referenced above. At this time, it is necessary that an early check in the amount $10,000.00 be issued in accordance with Section E of such contract. Please return the requested check to me. Thank you. :ng CC: Irene Castillo Resolution No. 8047 Agreement File No. 02-058 1 2' 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 UM 19 20 21 22 23 24 25 26 27 P.e:3 RESOLUTION NO. 8047 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CONSULTING SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND CONCEPT ENGINEERING GROUP, LLC WHEREAS, the City of Vernon needs the services of a consultant to assist the City with strategic planning to provide educational and informational services to the Vernon business community; and WHEREAS, City staff has determined that Concept Engineering Group, LLC possesses the knowledge necessary to assist the City in connection with the strategic planning; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Concept Engineering Group, LLC to enhance services provided to the Vernon community. 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 hereby approves the Consulting Services Agreement with Concept Engineering Group, LLC, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement for, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 land on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: Concept Engineering Group, LLC Attn. Robert J. Toering 514 W. 26th Street, Suite 408 Los Angeles, CA 90731 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 21st day of August, 2002. ATTEST: BRUCE V. MALKENHORST, City Clerk LEONIS C. MALBURG, Mayor - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) )ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8047, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, August 21, 2002, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 3 - CONSULTING SERVICES AGREEMENT This Agreement is executed and made effective as of the 14'h day of August of 2002, by and between Concept Engineering Group, LLC, 514 W. 260, Street, Suite 408, Los Angeles, California 90731 ("CONSULTANT"), and the City of Vernon, 4305 Santa Fe Ave., Vernon, California 90058 ("CITY"). The CONSULTANT has a background in general business management as well as experience within the City of Vernon business community and is willing to provide services to the CITY based on this background. The CITY desires to retain the services of the CONSULTANT, under the terms and conditions stated here under. Therefore, the parties agree as follows: A. DESCRIPTION OF SERVICES: Concept Engineering Group, LLC will supply the following strategic consulting services to the CITY with the express purpose of educating the City's businesses and property owners regarding polices and legislation that have been implemented by CITY. l . Conduct individual meetings with the Vernon business leaders and educate them on the official CITY position and rationale on issues such as taxation and fees. 2. Educate the business leaders of Vernon the CITY's continuing efforts to promote industry and how such efforts impact their business. 3. Accumulate feedback and identify key "issues" in the minds of Vernon business owners / managers and Vernon property owners. 4. Provide city management with feedback and coherent assessment of the CITY's education efforts. 5. Assist CITY in developing a long-term strategy for the further education of its constituency — residents, landowners, and businesses. 6. Meet with ancillary organizations, such as Chamber of Commerce, to further coordinate the improvement of the City's education efforts. B. DESCRIPTION OF DELIVERABLES: Concept Engineering Group, LLC will supply the following written reports as deliverables under this effort. In addition, representatives of Concept Engineering Group will, as required, participate in meetings with representatives of the CITY and verbally convey the insights and knowledge acquired as a result of this effort. 1. Written Weekly Activity reports summarizing the various contacts made and information obtained during the week. 2. Periodic, written Feedback and Assessment Reports on the CITY's education efforts. 3. Based on situation assessments, prepare "draft" position papers and strategic plans to assist CITY in its education efforts. 4. Other written documentation as may, from time to time, be required by the CITY. CONSULTING SERVICES AGREEMENT C. SPECIFIC CONSULTANT.,ASSIGNNT: Because of his pri r years of leadership within the Vernon business community, Mr. Robert Toering (th President of Concept Engineering Group, LLC) will personally pezform the effort addressed by this proposal. D. LEVEL OF SUPPORT CORiSIMNEENT: CITY has estimated that the level of effort required is 20 to 25 hours per week (87 to 108 hours per month). With this proposal, CONSULTANT is guaranteeing the availability of at least 100 hours per month of Mr. Toering's time to support the CITY requirements. This commitment of Mr. Toering's time is for at least the next six months and will be extended further should the CITY choose to continue the contractual arrangement. E. PAYMENT: CITY will pay to CONSULTANT an initial retainer in the amount of 51000.00 at the execution of this contract, Said retainer is an advance payment (or partial payment) for the final invoice from the CONSULTANT to the CITY at the conclusion of this contractual arrangement between CITY and CONSULTANT. AD hours billed by CONSULTANT to CITY udder this agreement will be invoiced at the rate of sl is.0o per hour. CONSULTANT agrees to deliver monthly invoices to CITY on or before the of each month, detailing the billings for the previous month of service. CITY agrees to pay presented monthly invoices on of before the 20* of the month (within fifteen days). At the conclusion of this contractual arrangement, CONSULTANT will issue a final invoice to CITY that will acknowledge the initial retainer and reduce the balance due by the retainer amount. Should the retainer amount exceed the final invoice amount, CONSULTANT will refund ,the difference to CITY. F. EXPENSE REIlVMURSMENT: Unless approved in advance by CITY, CONSULTANT shall pay all out of pocket expenses, and shall not be entitled to reimbursement from CITY. G. RIGHTS TO INFORMATION: The information and insights discovered or identified by CONSULTANT in the conduct of this consulting service to the CITY, shall be the sole property of CITY once the associated invoice(s) has been paid by the CITY. H. CONTINGENT SUPPORT: Immediately following execution of this Agreement, CITY will provide CONSULTANT with copies of all available information/records describing CI'!"Y's position on topics of interest to the Vernon busints community. As positions change or new topics CITY will continue to provide CONSULTANT with information and records, emerge, CONSULTING SERVICES AGREEMENT 2 es:bi za, ge and Tod LZE . CONSULTING SERVICES AGREEMENT I. TERM / TERMINATION: This Agreement shall be effective for six (6) months from the effective date noted in the first sentence of this agreement. CITY may unilaterally extend the agreement for an additional six (6) month period by providing written notice to CONSULTANT at least forty-five (45) days prior to scheduled expiration. Further extensions of the agreement (past one year total) can only be made by mutual agreement between CONSULTANT and CITY. Should CONSULTANT fail to provide the specific consultant identified in paragraph C, or the support hours specified in paragraph D, CITY may terminate this Agreement for cause, prior to expiration, by providing written notice to CONSULTANT. J. RELATIONSHIP OF PARTIES: It is understood by the parties that CONSULTANT is an independent contractor with respect to CITY, and not an employee of CITY. CONSULTANT shall not receive any other compensation from the CITY or participate in or receive benefits under any of the CITY's employee fringe benefit programs or receive any other fringe benefits from the CITY on account of services hereunder (including without limitation health, disability, life insurance, retirement, pension and profit sharing benefits), except for the amount set forth in Paragraph E. K. CONFLICTS OF INTEREST: CONSULTANT agrees that, while supporting CITY under this agreement, CONSULTANT will not knowingly undertake a consulting assignment that would present a conflict of interest. If, despite CONSULTANT's best efforts, a conflict should develop, CONSULTANT will take all available actions to remove it. L. CONFIDENTIALITY: CONSULTANT acknowledges that certain information relating to the management, operation or planning of the CITY and generally determined to be confidential by CITY, (the "Confidential Information") must be maintained as confidential by CITY, but that access to and knowledge of such Confidential Information is essential to the performance of CONSULTANT' duties hereunder. CONSULTANT agrees that all Confidential Information heretofore or in the future obtained by CONSULTANT as a result of CONSULTANT's relationship with the CITY shall be considered confidential. In recognition of this fact, CONSULTANT agrees that he will not, during and after the Consulting Period, disclose any such Confidential Information to any person or entity for any reason or purpose whatsoever and he will not make use of any Confidential Information for his own purposes or for the benefit of any other person or entity (except the CITY), unless ordered to do so by a court with legal jurisdiction. M. CONFIDENTIALITY AFTER TERMINATION: The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement. CONSULTING SERVICES AGREEMENT . CONSULTING SERVICES AGREEMENT N. RETURN OF RECORDS: Upon termination of this Agreement, CONSULTANT shall deliver all records, notes, data, and memoranda that are in CONSULTANT's possession or under CONSULTANT's control and that are CITY's property. O. ASSIGNMENT: This Agreement shall not be assignable by either party. P. NOTICES: Any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and delivered by hand and receipt is acknowledged by the party to whom said notice shall be directed, or if mailed by certified or registered mail, postage prepaid with return receipt requested, or sent by express courier service, charges prepaid by shipper, to the addresses of each party stated above (or to such other address as a party is directed pursuant to written notice from the other parry). Q. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties regarding the Services and Deliverables described in Paragraphs A and B and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. R. AMENDMENT: This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. S. SEVERABILITY: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. T. WAIVER OF CONTRACTUAL RIGHT: The failure of either parry to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that parry's right to subsequently enforce and compel strict compliance with every provision of this Agreement. CONSULTING SERVICES AGREEMENT 4 . 11 . CONSULTING SERVICES AGREEMENT U. APPLICABLE LAW: This Agreement shall be governed by the laws of the State of California. V. HEADINGS: The headings of the Paragraphs are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CONSULTANT: CITY: ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney For: Concept Engineering Group, LLC 514 W. 260' Street, Suite 408 Los Angeles, CA 90731 date LEONIS C. MALBURG, Mayor For: City of Vernon, 4305 Santa Fe Ave. Vernon, California 90058 CONSULTING SERVICES AGREEMENT 5 CONSULTING SERVICES AGREEMENT This Agreement is executed and made effective as of the 10 day of August of 2002, by and between Concept Engineering Group, LLC, 514 W. 260' Street, Suite 408, Los Angeles, California 90731 C'CONSULTANT"), and the City of Vernon, 4305 Santa Fe Ave., Vernon, California 90058 ("CITY"). The CONSULTANT has a background in general business management as well as experience within the City of Vernon business community and is willing to provide services to the CITY based on this background. The CITY desires to retain the services of the CONSULTANT, under the terms and conditions stated here under. Therefore, the parties agree as follows: A. DESCRIPTION OF SERVICES: Concept Engineering Group, LLC will supply the following strategic consulting services to the CITY with the express purpose of educating the City's businesses and property owners regarding polices and legislation that have been implemented by CITY. 1. Conduct individual meetings with the Vernon business leaders and educate them on the official CITY position and rationale on issues such as taxation and fees. 2. Educate the business leaders of Vernon the CITY's continuing efforts to promote industry and how such efforts impact their business. 3. Accumulate feedback and identify key "issues" in the minds of Vernon business owners / managers and Vernon property owners. 4. Provide city management with feedback and coherent assessment of the CITY's education efforts. 5. Assist CITY in developing a long-term strategy for the further education of its constituency — residents, landowners, and businesses. 6. Meet with ancillary organizations, such as Chamber of Commerce, to further coordinate the improvement of the City's education efforts. B. DESCRIPTION OF DELIVERABLES: Concept Engineering Group, LLC will supply the following written reports as deliverables under this effort. In addition, representatives of Concept Engineering Group will, as required, participate in meetings with representatives of the CITY and verbally convey the insights and knowledge acquired as a result of this effort. l . Written Weekly Activity reports summarizing the various contacts made and information obtained during the week. 2. Periodic, written Feedback and Assessment Reports on the CITY's education efforts. 3. Based on situation assessments, prepare "draft" position papers and strategic plans to assist CITY in its education efforts. 4. Other written documentation as may, from time to time, be required by the CITY. CONSULTING SERVICES AGREEMENT CONSULTING SERVICES AGREEMENT C. SPECIFIC CONSULTANT ASSIGNMENT: Because of his prior years of leadership within the Vernon business community, Mr. Robert Toering (the President of Concept Engineering Group, LLC) will personally perform the efforts addressed by this proposal. D. LEVEL OF SUPPORT COMMITMENT: CITY has estimated that the level of effort required is 20 to 25 hours per week (87 to 108 hours per month). With this proposal, CONSULTANT is guaranteeing the availability of at least 100 hours per month of Mr. Toering's time to support the CITY requirements. This commitment of Mr. Toering's time is for at least the next six months and will be extended further should the CITY choose to continue the contractual arrangement. E. PAYMENT: CITY will pay to CONSULTANT an initial retainer in the amount of $10,000.00 at the execution of this contract. Said retainer is an advance payment (or partial payment) for the final invoice from the CONSULTANT to the CITY at the conclusion of this contractual arrangement between CITY and CONSULTANT. All hours billed by CONSULTANT to CITY under this agreement will be invoiced at the rate of $115.00 per hour. CONSULTANT agrees to deliver monthly invoices to CITY on or before the 5t' of each month, detailing the billings for the previous month of service. CITY agrees to pay presented monthly invoices on of before the 2e of the month (within fifteen days). At the conclusion of this contractual arrangement, CONSULTANT will issue a final invoice to CITY that will acknowledge the initial retainer and reduce the balance due by the retainer amount. Should the retainer amount exceed the final invoice amount, CONSULTANT will refund the difference to CITY. F. EXPENSE RERVIBURSMENT: Unless approved in advance by CITY, CONSULTANT shall pay all out of pocket expenses, and shall not be entitled to reimbursement from CITY. G. RIGHTS TO INFORMATION: The information and insights discovered or identified by CONSULTANT in the conduct of this consulting service to the CITY, shall be the sole property of CITY once the associated invoice(s) has been paid by the CITY. H. CONTINGENT SUPPORT: Immediately following execution of this Agreement, CITY will provide CONSULTANT with copies of all available information/records describing CITY's position on topics of interest to the Vernon business community. As positions change or new topics emerge, CITY will continue to provide CONSULTANT with information and records. CONSULTING SERVICES AGREEMENT 2 CONSULTING SERVICES AGREEMENT I. TERM / TERMINATION: This Agreement shall be effective for six (6) months from the effective date noted in the first sentence of this agreement. CITY may unilaterally extend the agreement for an additional six (6) month period by providing written notice to CONSULTANT at least forty-five (45) days prior to scheduled expiration. Further extensions of the agreement (past one year total) can only be made by mutual agreement between CONSULTANT and CITY. Should CONSULTANT fail to provide the specific consultant identified in paragraph C, or the support hours specified in paragraph D, CITY may terminate this Agreement for cause, prior to expiration, by providing written notice to, CONSULTANT. J. RELATIONSHIP OF PARTIES: It is understood by the parties that CONSULTANT is an independent contractor with respect to CITY, and not an employee of CITY. CONSULTANT shall not receive any other compensation from the CITY or participate in or receive benefits under any of the CITY's employee fringe benefit programs or receive any other fringe benefits from the CITY on account of services hereunder (including without limitation health, disability, life insurance, retirement, pension and profit sharing benefits), except for the amount set forth in Paragraph E. K. CONFLICTS OF INTEREST: CONSULTANT agrees that, while supporting CITY under this agreement, CONSULTANT will not knowingly undertake a consulting assignment that would present a conflict of interest. If, despite CONSULTANT's best efforts, a conflict should develop, CONSULTANT will take all available actions to remove it. L. CONFIDENTIALITY: CONSULTANT acknowledges that certain information relating to the management, operation or planning of the CITY and generally determined to be confidential by CITY, (the "Confidential Information") must be maintained as confidential by CITY, but that access to and knowledge of such Confidential Information is essential to the performance of CONSULTANT' duties hereunder. CONSULTANT agrees that all Confidential Information heretofore or in the future obtained by CONSULTANT as a result of CONSULTANT's relationship with the CITY shall be considered confidential. In recognition of this fact, CONSULTANT agrees that he will not, during and after the Consulting Period, disclose any such Confidential Information to any person or entity for any reason or purpose whatsoever and he will not make use of any Confidential Information for his own purposes or for the benefit of any other person or entity (except the CITY), unless ordered to do so by a court with legal jurisdiction. M. CONFIDENTIALITY AFTER TERM NATION: The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement. CONSULTING SERVICES AGREEMENT 3 CONSULTING SERVICES AGREEMENT N. RETURN OF RECORDS: ' Upon termination of this Agreement, CONSULTANT shall deliver all records, notes, data, and memoranda that are in CONSULTANT's possession or under CONSULTANT's control and that are CITY's property. O. ASSIGNMENT: This Agreement shall not be assignable by either party. P. NOTICES: Any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and delivered by hand and receipt is acknowledged by the parry to whom said notice shall be directed, or if mailed by certified or registered mail, postage prepaid with return receipt requested, or sent by express courier service, charges prepaid by shipper, to the addresses of each party stated above (or to such other address as a parry is directed pursuant to written notice from the other party). Q. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties regarding the Services and Deliverables described in Paragraphs A and B and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. R. AMENDMENT: This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. S. SEVERABILITY: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. T. WAIVER OF CONTRACTUAL RIGHT: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. CONSULTING SERVICES AGREEMENT 4 L CONSULTING SERVICES AGREEMENT i U. APPLICABLE LAW: This Agreement shall be governed by the laws of the State of California. V. HEADINGS; The headings of the Paragraphs are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CONSULTANT: For: Concept Engineering Group, LLC 514 W. 26tb Street, Suite 408 Los Angeles, CA 90731 CITY: "� It date LEOWS C. MALBURG, Mayor ATTEST • For: City of Vernon, �' 4305 Santa Fe Ave. Vernon, California 90058 BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: t EDUARDO OLIVO, City Attorney CONSULTING SERVICES AGREEMENT 5