Resolution No. 84081
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RESOLUTION NO. 8408
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 July 16, 2003, the City Council of the City of
Vernon adopted Resolution No. 8253 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, 2004; and
WHEREAS, on March 23, 2004, the Finance Committee considered
the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
March 18, 2004, that a new agreement with Concept Engineering to assist
the City in its efforts to provide and preserve jobs (the "Industrial
Development and Business Center Project") be approved; and
WHEREAS, the new Consulting Service Agreement shall supersede
and replace any and all prior proposals, agreements and understandings;
and
WHEREAS, the term of the Agreement shall commence on April 1,
2004 and expire on March 31, 2007; and
WHEREAS, the term of the Agreement automatically renews for a
three (3) year term, unless the parties notify the other at least
thirty (30) days prior to the anniversary date of March 31, 2007; and
WHEREAS, the City may only cancel the Agreement for cause;
and
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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
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,
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 24th day of March, 2004.
LEONIS C. MAtBURG, Payor
ATTEST`a
BRUCE V. MALKENHORST, City Clerk
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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.
8408, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
March 24, 2004, and thereafter was duly signed by the Mayor of the City
of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
VA&
CONSULTING SERVICE AGREEMENT
THIS AGREEMENT is entered into this 1 st day of April, 2004, by and
between the CITY OF VERNON, CALIFORNIA, a municipal corporation,
hereinafter referred to as "City," and CONCEPT ENGINEERING GROUP LLC, a
California limited liability company, hereinafter referred to as "Consultant."
RECITALS
This Agreement is entered into on the basis of the following facts,
understandings and intentions of the parties:
A. Consultant will perform Consultant services for the City, as directed by
the City Administrator, or his authorized designee.
NOW THEREFORE, intending legally to be bound, the parties agree as
follows:
1. Parties to the Agreement.
The parties to this Agreement are:
City: The City of Vernon, a municipal corporation, having its principal
office at 4305 Santa Fe Avenue, Vernon, California, 90058.
Consultant: Concept Engineering Group LLC, a California limited
liability company having the business address of 514 West 26th Street, Suite 408, Los
Angeles, CA 90731.
2. Representatives of the Parties and Service of Notices.
The representatives of the parties who are primarily responsible for the
administration of this Agreement, and to whom formal notices, demands and
communications shall be given, are as follows:
The principal representative of the City shall be:
de
Mr. Bruce V. Malkenhorst
City Administrator
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
(323) 583-8811
(323) 581-7924 Fax
The sole representative of Consultant shall be:
Mr. Robert I Toering
Concept Engineering Group LLC
514 West 26th Street, Suite 408
Los Angeles, CA 90731
(310) 221-0540
(310) 547-0210 Fax
3. Contract Year. Contract Year shall mean the period commencing on
April 1, 2004 and expiring at midnight on the immediately following March 31, and
thereafter each subsequent twelve-month period beginning on April 1st and ending on
March 3 1 "
4. Term of the Agreement. The term of this Agreement shall be for the
period of three (3) years commencing on the lst day of April 2004. Every three (3)
years, on the anniversary of the date this Agreement was entered into, this Agreement
shall automatically renew for an additional term of three (3) years, unless either party
to this Agreement notifies the other in writing to the contrary at least thirty (30) days
prior to the anniversary date.
5. Amount and Scope of Services. Consultant hereby agrees to provide
at least one thousand five hundred (1500) hours of Mr. Robert Toering's time each
Contract Year to the City for Consultant services as requested and directed by the City
Administrator or his authorized designee.
Consultant shall be available for additional hours of consulting services
("Additional Hours") to the City each Contract Year at the request of the City
Administrator or his authorized designee.
6. Time and Amount of Payment for Consulting Services. The City
shall pay the Consultant monthly for consulting services rendered to the City. The
City shall pay Consultant at the rate of One Hundred Fifteen Dollars ($115) per hour.
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Consultant agrees to deliver monthly invoices to City on or before the 5th of each month,
detailing the hours for the previous month of service. City agrees to pay presented
monthly invoices on of before the 20th of the month (within fifteen days).
7. Expense Reimbursement. The City shall only reimburse the
Consultant for expenses pre -approved by the City Administrator or his authorized
designee and incurred by Consultant for services undertaken for the City in the
performance of this Agreement.
Such expenses shall include, but shall not be limited to, lengthy
document typing, obtaining documents from research libraries or official agencies or
the cost of travel and other expenses incurred on business trips to meetings or official
appearances on behalf of the City or other projects that the Consultant is requested to
undertake as directed by the City Administrator or his authorized designee.
21. Additional Staff. The Consultant may employ additional personnel in
conjunction with the discharge of Consultant's duties to the City,
pursuant to this Agreement, as approved and directed by the City
Administrator or his authorized designee, for whatever purpose the City
Administrator deems appropriate. The compensation rates and hourly
billing rates of any additional staff shall be approved, in advance, by
City Administrator or his designee.
9. Reports. Consultant shall submit reports of Consultant's time
allocation for services rendered to the City every month, within five (5) days of the
month end. Such report shall be appended to the monthly invoice. Consultant shall
prepare other reports, as required or directed by City Administrator, as part of the
Consultant services rendered to the City pursuant to this Agreement.
10. Cancellation. The City shall have the right to terminate and cancel this
Agreement for cause. In the event that the City intends to cancel this Agreement for
cause, it shall as a prerequisite thereto, give Consultant written notice of the material
failure in performance and provide Consultant a thirty (30) day period to effect a cure
reasonably satisfactory to the City.
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11. Independent Contractor. Consultant and the agents and employees of
Consultant in the performance of this Agreement shall act in an independent capacity
and not as officers or employees or agents of the City.
12. Rules of Interpretation. As used in this Agreement, and as the context
may require, the singular includes the plural and vice versa and the masculine gender
includes the feminine and neuter and vice versa. The words "include," "includes" or
"including" shall be by way of example only and shall not be considered in any way to
be in limitation.
13. Calendar Days; Working Days. All references in this Agreement to a
number of days in which either party shall have to consent, approve or perform shall
mean calendar days unless specifically stated to be "working" days. All references in
this Agreement to "working" days shall mean days on which the City is open for
business.
14. Severability. If any part of this Agreement is invalid, the remaining
terms and conditions shall not be affected unless their enforcement under the
circumstances would be unreasonable, inequitable or otherwise frustrate the purposes
of this Agreement.
15. Captions and References. The captions of the sections and
subsections of this Agreement are solely for convenience of reference, and shall be
disregarded in this construction and the interpretation of this Agreement. References
herein to a section or subsection are to the sections and subsections of this Agreement.
16. No Oral Modifications. This Agreement supersedes all prior
proposals, agreements and understandings between the parties and may not be
changed or terminated orally, and no change or termination of, or attempt to waive,
any of the provisions hereof shall be binding unless in writing and signed by the
parties against whom the same is sought to be enforced.
21. Force Majeure. Consultant shall not be in default under this
Agreement in the event that the Consultant's services are temporarily interrupted for
any of the following reasons: work stoppage; riots; war or national emergency
declared by the President or Congress and affecting the City of Vernon; civil
disturbance; explosion; natural disasters such as floods, earthquakes, landslides and
In
fires; or other catastrophic events which are beyond the reasonable control of
Consultant; provided, however, that Consultant notify City in writing of the nature of
the matter constituting the enforced delay within ten (10) days after the occurrence of
the enforced delay. Notwithstanding anything to the contrary in this Agreement, an
extension of time for any such cause shall be for the period of time reasonable in light
of the enforced delay and shall commence to run from the time of the commencement
of the cause.
22. 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's 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, during and after the Consulting Period, Consultant will
not disclose any such Confidential Information to any person or entity for any reason or
purpose whatsoever and will not make use of any Confidential Information for company
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.
19. Law to Govern; Venue. The law of the State of California shall
govern this Agreement. In the event of litigation between the parties, venue in state
trial courts shall lie exclusively in the County of Los Angeles. In the event of
litigation in a U.S. District Court, exclusive venue shall lie in the Central District of
California.
20. Attorney's Fees. In the event that either party to this Agreement shall
commence any legal or equitable action or proceeding to enforce or interpret the
provisions of this Agreement, the prevailing party in such action or proceeding shall
be entitled to recover its costs of suit, including actual attorney's fees and costs,
including costs of expert witnesses and Consultants, discovery costs and costs on
appeal.
W1
21. Amendments. No amendment of this Agreement shall be valid unless
in writing duly executed by the parties.
22. Execution of Counterparts. This Agreement may be executed in
counterparts and, when each party has signed and delivered at least one such
counterpart, each counterpart shall be deemed an original and all counterparts taken
together shall constitute one and the same agreement.
23. Sole and Only Agreement. This instrument constitutes the sole and
only agreement between the City and Consultant, and correctly sets forth the
obligations of the City and Consultant to each other as of its date. Any agreements or
representations or any other matter discussed in this Agreement not expressly set forth
in this instrument are null and void.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, effective the day and year first above written.
ATTEST:
CITY OF VERNON
a Municipal Corporation
By:
Bruce V. Malkenhorst
City Clerk
CONCEPT ENGINEERING LLC
Leonis C. Malburg
Mayor
APPROVED AS TO FORM
By: _ t�'
Eric Fresch, City Attorney
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SUPPORTING
DOCUMENTS
CONSULTING SERVICE AGREEMENT
THIS AGREEMENT is entered into this 1 st day of April, 2004, by and
between the CITY OF VERNON, CALIFORNIA, a municipal corporation,
hereinafter referred to as "City," and CONCEPT ENGINEERING GROUP LLC, a
California limited liability company, hereinafter referred to as "Consultant."
RECITALS
This Agreement is entered into on the basis of the following facts,
understandings and intentions of the parties:
A. Consultant will perform Consultant services for the City, as directed by
the City Administrator, or his authorized designee.
NOW THEREFORE, intending legally to be bound, the parties agree as
follows:
1. Parties to the Agreement.
The parties to this Agreement are:
City: The City of Vernon, a municipal corporation, having its principal
office at 4305 Santa Fe Avenue, Vernon, California, 90058.
Consultant: Concept Engineering Group LLC, a California limited
liability company having the business address of 514 West 26th Street, Suite 408, Los
Angeles, CA 90731.
2. Representatives of the Parties and Service of Notices.
The representatives of the parties who are primarily responsible for the
administration of this Agreement, and to whom formal notices, demands and
communications shall be given, are as follows:
The principal representative of the City shall be:
-1-
Mr. Bruce V. Malkenhorst
City Administrator
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
(323) 583-8811
(323) 581-7924 Fax
The sole representative of Consultant shall be:
Mr. Robert J. Toering
Concept Engineering Group LLC
514 West 26th Street, Suite 408
Los Angeles, CA 90731
(310) 221-0540
(310) 547-0210 Fax
3. Contract Year. Contract Year shall mean the period commencing on
April 1, 2004 and expiring at midnight on the immediately following March 31, and
thereafter each subsequent twelve-month period beginning on April 1st and ending on
March 3Is'.
4. Term of the Agreement. The term of this Agreement shall be for the
period of three (3) years commencing on the 1st day of April 2004. Every three (3)
years, on the anniversary of the date this Agreement was entered into, this Agreement
shall automatically renew for an additional term of three (3) years, unless either party
to this Agreement notifies the other in writing to the contrary at least thirty (30) days
prior to the anniversary date.
5. Amount and Scope of Services. Consultant hereby agrees to provide
at least one thousand five hundred (1500) hours of Mr. Robert Toering's time each
Contract Year to the City for Consultant services as requested and directed by the City
Administrator or his authorized designee.
Consultant shall be available for additional hours of consulting services
("Additional Hours") to the City each Contract Year at the request of the City
Administrator or his authorized designee.
6. Time and Amount of Payment for Consulting Services. The City
shall pay the Consultant monthly for consulting services rendered to the City. The
City shall pay Consultant at the rate of One Hundred Fifteen Dollars ($115) per hour.
-2-
Consultant agrees to deliver monthly invoices to City on or before the 5`h of each month,
detailing the hours 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).
7. Expense Reimbursement. The City shall only reimburse the
Consultant for expenses pre -approved by the City Administrator or his authorized
designee and incurred by Consultant for services undertaken for the City in the
performance of this Agreement.
Such expenses shall include, but shall not be limited to, lengthy
document typing, obtaining documents from research libraries or official agencies or
the cost of travel and other expenses incurred on business trips to meetings or official
appearances on behalf of the City or other projects that the Consultant is requested to
undertake as directed by the City Administrator or his authorized designee.
21. Additional Staff. The Consultant may employ additional personnel in
conjunction with the discharge of Consultant's duties to the City,
pursuant to this Agreement, as approved and directed by the City
Administrator or his authorized designee, for whatever purpose the City
Administrator deems appropriate. The compensation rates and hourly
billing rates of any additional staff shall be approved, in advance, by
City Administrator or his designee.
9. Reports. Consultant shall submit reports of Consultant's time
allocation for services rendered to the City every month, within five (5) days of the
month end. Such report shall be appended to the monthly invoice. Consultant shall
prepare other reports, as required or directed by City Administrator, as part of the
Consultant services rendered to the City pursuant to this Agreement.
10. Cancellation. The City shall have the right to terminate and cancel this
Agreement for cause. In the event that the City intends to cancel this Agreement for
cause, it shall as a prerequisite thereto, give Consultant written notice of the material
failure in performance and provide Consultant a thirty (30) day period to effect a cure
reasonably satisfactory to the City.
M11
11. Independent Contractor. Consultant and the agents and employees of
Consultant in the performance of this Agreement shall act in an independent capacity
and not as officers or employees or agents of the City.
12. Rules of Interpretation. As used in this Agreement, and as the context
may require, the singular includes the plural and vice versa and the masculine gender
includes the feminine and neuter and vice versa. The words "include," "includes" or
"including" shall be by way of example only and shall not be considered in any way to
be in limitation.
13. Calendar Days; Working Days. All references in this Agreement to a
number of days in which either party shall have to consent, approve or perform shall
mean calendar days unless specifically stated to be "working" days. All references in
this Agreement to "working" days shall mean days on which the City is open for
business.
14. Severability. If any part of this Agreement is invalid, the remaining
terms and conditions shall not be affected unless their enforcement under the
circumstances would be unreasonable, inequitable or otherwise frustrate the purposes
of this Agreement.
15. Captions and References. The captions of the sections and
subsections of this Agreement are solely for convenience of reference, and shall be
disregarded in this construction and the interpretation of this Agreement. References
herein to a section or subsection are to the sections and subsections of this Agreement.
16. No Oral Modifications. This Agreement supersedes all prior
proposals, agreements and understandings between the parties and may not be
changed or terminated orally, and no change or termination of, or attempt to waive,
any of the provisions hereof shall be binding unless in writing and signed by the
parties against whom the same is sought to be enforced.
21. Force Majeure. Consultant shall not be in default under this
Agreement in the event that the Consultant's services are temporarily interrupted for
any of the following reasons: work stoppage; riots; war or national emergency
declared by the President or Congress and affecting the City of Vernon; civil
disturbance; explosion; natural disasters such as floods, earthquakes, landslides and
-4-
fires; or other catastrophic events which are beyond the reasonable control of
Consultant; provided, however, that Consultant notify City in writing of the nature of
the matter constituting the enforced delay within ten (10) days after the occurrence of
the enforced delay. Notwithstanding anything to the contrary in this Agreement, an
extension of time for any such cause shall be for the period of time reasonable in light
of the enforced delay and shall commence to run from the time of the commencement
of the cause.
22. 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's 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, during and after the Consulting Period, Consultant will
not disclose any such Confidential Information to any person or entity for any reason or
purpose whatsoever and will not make use of any Confidential Information for company
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.
19. Law to Govern; Venue. The law of the State of California shall
govern this Agreement. In the event of litigation between the parties, venue in state
trial courts shall lie exclusively in the County of Los Angeles. In the event of
litigation in a U.S. District Court, exclusive venue shall lie in the Central District of
California.
20. ' Attorney's Fees. In the event that either party to this Agreement shall
commence any legal or equitable action or proceeding to enforce or interpret the
provisions of this Agreement, the prevailing party in such action or proceeding shall
be entitled to recover its costs of suit, including actual attorney's fees and costs,
including costs of expert witnesses and Consultants, discovery costs and costs on
appeal.
-5-
21. Amendments. No amendment of this Agreement shall be valid unless
in writing duly executed by the parties.
22. Execution of Counterparts. This Agreement may be executed in
counterparts and, when each party has signed and delivered at least one such
counterpart, each counterpart shall be deemed an original and all counterparts taken
together shall constitute one and the same agreement.
23. Sole and Only Agreement. This instrument constitutes the sole and
only agreement between the City and Consultant, and correctly sets forth the
obligations of the City and Consultant to each other as of its date. Any agreements or
representations or any other matter discussed in this Agreement not expressly set forth
in this instrument are null and void.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, effective the day and year first above written.
ATTEST:
CITY OF VERNON
a Municipal Corporation
By:B
Y
Bruce V. Malkenhorst L onis C. Malburg
City Clerk Mayor
CONCEPT ENGINEERING LLC
LI-A
APPROVED AS TO FORM
By: _ t:,-- Y-K
Eric Fresch, City Attorney
W