Resolution No. 82531
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RESOLUTION NO. 8253
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, on August 21, 2002, the City Council of the City of
Vernon adopted Resolution No. 8047 approving a Consulting Services
Agreement (the "Agreement") with Concept Engineering Group, LLC
("Concept Engineering") to assist the City with strategic planning to
provide educational and informational services to the Vernon business
community; and
WHEREAS, the Agreement with Concept Engineering will expire
on August 13, 2003; and
WHEREAS, by letter dated July 10, 2003, Bruce V. Malknehorst,
the City Administrator/City Clerk, has recommended that the City enter
into a new agreement with Concept Engineering for the period of one (1)
year, August 14, 2003 through August 13, 2004; 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 a new agreement with Concept Engineering.
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
28 Ilapproves the Consulting Services Agreement with Concept Engineering
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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,
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 16th day of July, 2003.
LEONIS C. MAL14URG, M yor
ATTEST:
v
BRUCE V. MALKENHORST, City Clerk
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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 Vernon, do
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hereby certify that the
foregoing Resolution, being Resolution No.
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8253, was duly adopted
by the City Council of the City of Vernon at a
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regular meeting of the
City Council duly held on Wednesday, July 16,
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2003, and thereafter was
duly signed by the Mayor of the City of
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Vernon.
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BRUCE V. MALKENHORST, City Clerk
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(SEAL)
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EXHIBIT
CONSULTING SERVICES AGREEMENT
This Agreement is executed and made effective as of the 10 day of August of 2003, by and
between Concept Engineering Group, LLC, 514 W. 20h Street, Suite 408, Los Angeles,
California 90731 ("CONSULTANT"), and the City of Vernon, 4305 Santa Fe Ave., Vernon,
California 90058 ("CITY").
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 CITY based on this
background.
CITY desires to retain the services of CONSULTANT, under the terms and conditions stated
here under.
Therefore, the parties agree as follows:
A. DESCRIPTION OF SERVICES:
CONSULTANT will supply the following strategic consulting services to CITY with the
express purpose of educating 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 Vernon's business leaders of 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's 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 CITY's education efforts.
B. DESCRIPTION OF DELIVERABLES:
CONSULTANT will supply the following written reports as deliverables under this
effort. In addition, representatives of CONSULTANT will, as required, participate in
meetings with representatives of 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 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 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 CITY requirements. This
commitment of Mr. Toering's time is for at least the next twelve months and will be
extended further should CITY choose to continue this Agreement.
E. PAYMENT:
CITY paid to CONSULTANT an initial retainer in the amount of $10,000.00 when the
parties executed the previous Consulting Service Agreement dated Aug 14, 2002. Said
retainer shall be considered an advance payment (or partial payment) for the final invoice
from CONSULTANT to CITY at the conclusion of this agreement 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 h 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 concl fusion of this Agreement,
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:
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 twelve (12) months from the effective date noted in
the first sentence of this agreement. Further extensions of the agreement (past twelve
months) 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 shall immediately advise CITY of the conflict and 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
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 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 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
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
--14-03
date
For: Concept Engineering Group, LLC
514 W. 26" Street, Suite 408
Los Angeles, CA 90731
Leonis C. Malburg, Mayor date
For: City of Vernon,
4305 Santa Fe Ave.
Vernon, California 90058
CONSULTING SERVICES AGREEMENT
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SUPPORTING
DOCUMENTS
CONSULTING SERVICES AGREEMENT
This Agreement is executed and made effective as of the 14' day of August of 2003, 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").
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 CITY based on this
background.
CITY desires to retain the services of CONSULTANT, under the terms and conditions stated
here under.
Therefore, the parties agree as follows:
A. DESCRIPTION OF SERVICES:
CONSULTANT will supply the following strategic consulting services to CITY with the
express purpose of educating 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 Vernon's business leaders of 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's 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 CITY's education efforts.
B. DESCRIPTION OF DELIVERABLES:
CONSULTANT will supply the following written reports as deliverables under this
effort. In addition, representatives of CONSULTANT will, as required, participate in
meetings with representatives of 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 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 CITY.
CONSULTING SERVICES AGREEMENT
CONSULTING SERVICES AGREEMENT
C. SPECIFIC CONSULTANT ASSIGNMENT:
Becauseof 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 CITY requirements. This
commitment of Mr. Toering's time is for at least the next twelve months and will be
extended further should CITY choose to continue this Agreement.
E. PAYMENT:
CITY paid to CONSULTANT an initial retainer in the amount of $10,000.00 when the
parties executed the previous Consulting Service Agreement dated Aug 14, 2002. Said
retainer shall be considered an advance payment (or partial payment) for the final invoice
from CONSULTANT to CITY at the conclusion of this agreement 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 5a' of each month, detailing the billings for the
previous month of service. CITY agrees to pay presented monthly invoices on of before
the 20th of the month (within fifteen days). At the concl lusion of this Agreement,
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:
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 twelve (12) months from the effective date noted in
the first sentence of this agreement. Further extensions of the agreement (past twelve
months) 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 shall immediately advise CITY of the conflict and 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
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 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
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:
'7-4-03
date
For: Concept Engineering Group, LLC
514 W. 26 h Street, Suite 408
Los Angeles, CA 90731
CITY:�L
Leonis C. Malbur Mayor date
For: City of Vernon,
4305 Santa Fe Ave.
Vernon, California 90058
ATTES
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM:
26
<2=t4
Eduardo Olivo, City Attorney
CONSULTING SERVICES AGREEMENT
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