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Resolution No. 098211 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 RESOLUTION NO. 9821 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CONSULTING AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND ENVIRONMENTAL MANAGEMENT PROFESSIONALS, LLC WHEREAS, the City of Vernon has determined that it needs the Iservices of a consultant to assist the City with regulatory and environmental compliance matters (the "Services"); and WHEREAS, the Director of Light & Power has recommended that the Services be performed by Krishna Nand who is associated with the firm of Environmental Management Professionals, LLC ("EMP"), based upon his expertise and familiarity with the City at the rate of $95.00 per hour for a minimum of 2080 hours per year, or a total of $197,600.00 per year, for a period of one year after which said Agreement shall automatically renew in one-year increments unless notified in writing at least thirty (30) days prior to January 12th of each year; 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 contract with EMP. 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 1 2 3 4 5 6 7 8i 91I 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 approves the Consulting Agreement with EMP, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk or Deputy City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City hereby authorizes the City Administrator, or his designee, to make whatever non - substantive, administrative and/or text changes, upon advice of counsel, to the Agreement. SECTION 5: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take any action deemed necessary to carry out or to perform such other acts and deeds as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send a fully executed Agreement to: Environmental Management Professionals, LLC Attn.: Krishna Nand, Ph.D., Q.E.P. 22811 Madrona Avenue Torrance, CA 90505 - 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 SECTION 7: 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 12th day of January, 2009. Name: Leonis C. Malburg Title: Mayor ATTEST: MANU LA GIRON, ity-Clerk - 3 - 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, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9821, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, January 12, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) 1\ MANUELA R N, City Clerk - 4 - 1004-oll CONSULTING AGREEMENT This Agreement, executed this 121h day of January, 2009, is entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, by and between the City of Vernon ("the City") and Environmental Management Professionals, LLC ("EMP"), 22811 Madrona Avenue, Torrance, CA 90505. This agreement supersedes any and all previous agreements between the City of Vernon ("the City") and either Environmental Management Professionals (EMP") or Krishna Nand ("Nand") WHEREAS, the City is in need of obtaining expert regulatory and environmental compliance advice; and WHEREAS, EMP is experienced in regulatory compliance and environmental compliance matters; and WHEREAS, City desires to obtain the services of EMP to provide and assist the City in regulatory and environmental compliance matters. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Scope of Services. The City retains EMP to act as a consultant to advise and represent the City in regulatory and environmental compliance matters. EMP's scope of services shall be assigned by the Director of Light & Power or his designee, and may include, but not be limited to, the following services: (a) Providing information and advice to ensure timely compliance with all State and Federal regulatory matters; and (b) Provide information and advice to ensure timely compliance with Environmental matters. 2. Term. The term of this Agreement shall commence on January 12, 2009 and shall continue through January 12, 2010, with an option to renew said Agreement on a year-to-year basis on the same terms` and conditions as prescribed in this Agreement, subject to City's right to terminate the services provided for herein on thirty (30) days written notice. Compensation. The City shall pay the Consultant monthly for consulting services rendered to the City. The City shall pay Consultant at the rate of Ninety -Five Dollars ($95) per hour. 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 or before the 20th of the month (within fifteen days). Consultant hereby agrees to provide up to at least two thousand eight (2080) hours of Dr. Krishna Nand's time each Contract Year to the City for Consultant services as requested and directed by the Director of Light & Power 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 Director of Light & Power or his authorized designee. 4. Expense Reimbursement. The City shall only reimburse the Consultant for expenses pre -approved by either the Director of Light & Power 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 Director of Light & Power or his authorized designee. 5. Relationship of Parties. EMP shall conform with any instruction given by Director of Light & Power or his designee to EMP from time to time and may not make any representation, promise, contract, agreement or do any other act binding City. City is not responsible for any act or failure to act by EMP in excess of or contrary to City's instruction. Except as the City may specify in writing, EMP shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. EMP shall have no authority, express or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. Interests of EMP. EMP affirms that they have no interest and shall not have any interest, direct or indirect in any real property in the City or any other interest, which would conflict in any manner with performance of the services contemplated by this Agreement. No person having such interest shall be employed by or be associated with EMP. 2 7. Products of Consulting. All documents, data, studies, drawings, models, and reports prepared by EMP under this Agreement shall be considered the property of City. All such information prepared or assembled by EMP in connection with the performance of his services pursuant to this Agreement is confidential until released by the City to the public and EMP agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. EMP shall deliver such documents and materials to the City as they are generated. 8. Conflicts of Interest. In the event that a potential conflict should arise between the interests of the City and the interests of any one of EMP's other clients, during EMP's performance of services under this Agreement, EMP shall notify City of such potential conflict. Notice of the existence of a potential conflict of interest shall be given in writing to City within ten (10) days of the perceived conflict. The conflict of interest letter shall specify when the potential conflict arose, the identity of the other party(ies) and the facts that give rise to the potential conflict. In the event that a potential conflict of interest is deemed by City to be an actual conflict of interest, City may, at its discretion, terminate this Agreement immediately. 9. Standard of Care. All of the work shall be performed by EMP or under EMP's supervision. EMP represents that EMP employs the professional and technical personnel required to perform the services required by the City and that EMP possesses appropriate equipment to perform all services. All services shall be performed by qualified and experienced personnel who are not employed by City nor have any contractual relationship with City. EMP shall be responsible to City for any errors or omissions in the performance of this Agreement. EMP represents and warrants that EMP will keep in effect all licenses, permits, and other approvals required to perform the described services during the term of this Agreement, including any extensions thereto. 10. Confidential Information. a. Access to Confidential Information. City may provide EMP with, or allow EMP and/or its subcontractor with, or allow EMP access to, certain information not available to the public concerning, but not limited to City, or businesses located in City. The information may include, but is not limited to, company information, taxes, sales, value of assets, utility usage, confidential policies, or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Agreement. b. No Disclosure. Except as expressly permitted, EMP and/or its subcontractor shall not disclose, permit the disclosure of, release, disseminate, or transfer, 3 whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of City. EMP and/or its subcontractor shall return any written Confidential Information, and all copies made of such items, to City upon City's written request, but in any event not later than the date that the EMP has performed all services to be performed pursuant to this Agreement. EMP hereby agrees that such Confidential Information and any documents provided may be used by EMP and/or its subcontractor only as authorized by City. EMP shall include a contract provision in its contract with subcontractors that binds the subcontractors to this non -disclosure requirement. EMP shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. C. Court Ordered Disclosure. EMP shall immediately notify City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in responding to any such order or subpoena. EMP may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. d. Remedies. In addition to any other remedies that it may have at law or in equity, City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. EMP acknowledges that in case of such breach or threatened breach of said provisions, City would have no adequate remedy at law. 11. Disputes. Any and all disputes that arise between the parties with respect to performance or interpretation of this Agreement shall be submitted to binding arbitration. The arbitration shall take place in Los Angeles County, California and both parties agree to submit to the jurisdiction of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles County, California under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The agreement of two of the three arbitrators as to the resolution of the dispute shall be a conclusive resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of redress for any disputes relating to or arising from this engagement, including disputes over rights provided by federal, state or local statutes, regulations, ordinances and common law, including all laws that prohibit discrimination based on any protected classification. The parties expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and binding on both parties, and not appealable. The arbitrators will have discretion to award monetary and other damages, or to award no damages, and to fashion any other relief the arbitrators deems appropriate. The 9 arbitrators shall have discretion to award the prevailing party its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties shall bear the costs of the arbitration. 12. Termination. This Agreement may be terminated by the City without cause on thirty (30) days written notice to EMP. EMP shall be entitled to the compensation earned by it prior to the date of the termination notice, computed on a pro rata basis up to and including the date of termination, plus any work authorized in the termination notice. 13. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent to: City: THE CITY OF VERNON ATTN: DONAL O'CALLAGHAN DIRECTOR OF LIGHT & POWER 4305 SANTA FE AVENUE VERNON, CA 90058-0805 EMP: ENVIRONMENTAL MANAGEMENT PROFESSIONALS, LLC KRISHNA NAND, PH.D., Q.E.P. 22811 MADRONA AVENUE, TORRANCE, CA 90505 14. General Provisions. a. Independent Contractor. At all times during the term of this Agreement, EMP shall be an independent contractor and shall not be an employee of City. City shall have the right to control EMP only insofar as the results of EMP's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which EMP accomplishes services rendered pursuant to this Agreement except to the extent that such services involve the use of City property or Confidential Information. b. EMP Not Agent. Except as City may specify in writing EMP shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. EMP shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever. C. Assignment and Subcontracting Prohibited. EMP may not assign or subcontract any right or obligation of this Agreement except with the express written consent of City. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. d. Amendments. This Agreement may be modified or amended only by a written document executed by both EMP and City and approved as to form by the City Attorney. e. Benefit Of Agreement. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. f. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the State of California as enacted and in force at the time this Agreement is executed. g. Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a State Court in the County of Los Angeles, California. h. Entire Agreement. This Agreement is the entire agreement of the parties. EMP represents that in entering into this Agreement, he has not relied on any previous representations or understandings of any kind or nature. i. Attorney's Fees. In the event that it becomes necessary for either party to this Agreement to enforce any of the provisions of this Agreement, the parties agree that a court of competent jurisdiction may determine and fix reasonable attorney's fees to be paid to the successful litigant. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON IM LEONIS C. MALBURG Mayor ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: JEFF A. HARRISON, City Attorney ENVIRONMENTAL MANAGEMENT PROFESSIONALS, LLC KRISHNA NAND Member and Manager 0 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323).583-$811 March 12, 2009 Krishna Nand, Ph.D., Q.E.P. Environmental Management Professionals, LLC 22811 Madrona Avenue Torrance, CA 90505 Re: Consulting Services Agreement Dear Dr. Nand: Transmitted herewith is a fully executed Agreement as referenced above, approved by City Council on January 12, 2009. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan at (323) 583- 8811 ext. 834. Very truly yours, G. Nelly iron City Clerk NG:dj c: Donal O'Callaghan Purchasing Dept. Resolution No. 9821 Agreement File No. 09-015 Excfusivefy Industriaf CONSULTING AGREEMENT This Agreement, executed this 121h day of January, 2009, is entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, by and between the City of Vernon ("the City") and Environmental Management Professionals, LLC ("EMP"), 22811 Madrona Avenue, Torrance, CA 90505. This agreement supersedes any and all previous agreements between the City of Vernon ("the City") and either Environmental Management Professionals (EMP") or Krishna Nand ("Nand") WHEREAS, the City is in need of obtaining expert regulatory and environmental compliance advice; and WHEREAS, EMP 'is experienced in regulatory compliance and environmental compliance matters; and WHEREAS, City desires to obtain the services of EMP to provide and assist the City in regulatory and environmental compliance matters. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: I. Scope of Services. The City retains EMP to act as a consultant to advise and represent the City in regulatory and environmental compliance matters. EMP's scope of services shall be assigned by the Director of Light & Power or his designee, and may include, but not be limited to, the following services: (a) Providing information and advice to ensure timely compliance with all State and Federal regulatory matters; and (b) Provide information and advice to ensure timely compliance with Environmental matters. 2. Term. The term of this Agreement shall commence on January 12, 2009 and shall continue through January 12, 2010, with an option to renew said Agreement on a year-to-year basis on the same terms and conditions as prescribed in this Agreement, subject to City's right to terminate the services provided for herein on thirty (30) days written notice. 1 3. Compensation. The City shall pay the Consultant monthly for consulting services rendered to the City. The City shall pay Consultant at the rate of Ninety -Five Dollars ($95) per hour. 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 or before the 20th of the month (within fifteen days). Consultant hereby agrees to provide up to at least two thousand eight (2080) hours of Dr. Krishna Nand's time each Contract Year to the City for Consultant services as requested and directed by the Director of Light & Power 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 Director of Light & Power or his authorized designee. 4. Expense Reimbursement. The City shall only reimburse the Consultant for expenses pre -approved by either the Director of Light & Power 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 Director of Light & Power or his authorized designee. 5. Relationship of Parties. EMP shall conform with any instruction given by Director of Light & Power or his designee to EMP from time to time and may not make any representation, promise, contract, agreement or do any other act binding City. City is not responsible for any act or failure to act by EMP in excess of or contrary to City's instruction. Except as the City may specify in writing, EMP shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. EMP shall have no authority, express or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. 6. Interests of EMP. EMP affirms that they have no interest and shall not have any interest, direct or indirect in any real property in the City or any other interest, which would conflict in any manner with performance of the services contemplated by this Agreement. No person having such interest shall be employed by or be associated with EMP. 2 7. Products of Consulting. All documents, data, studies, drawings, models, and reports prepared by EMP under this Agreement shall be considered the property of City. All such information prepared or assembled by EMP in connection with the performance of his services pursuant to this Agreement is confidential until released by the City to the public and EMP agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. EMP shall deliver such documents and materials to the City as they are generated. S. Conflicts of Interest. In the event that a potential conflict should arise between the interests of the City and the interests of any one of EMP's other clients, during EMP's performance of services under this Agreement, EMP shall notify City of such potential conflict. Notice of the existence of a potential conflict of interest shall be given in writing to City within ten (10) days of the perceived conflict. The conflict of interest letter shall specify when the potential conflict arose, the identity of the other party(ies) and the facts that give rise to the potential conflict. In the event that a potential conflict of interest is deemed by City to be an actual conflict of interest, City may, at its discretion, terminate this Agreement immediately. 9. Standard of Care. All of the work shall be performed by EMP or under, EMP's supervision. EMP represents that EMP employs the professional and technical personnel required to perform the services required by the City and that EMP possesses appropriate equipment to perform all services. All services shall be performed by qualified and experienced personnel who are not employed by City nor have any contractual relationship with City. EMP shall be responsible to City for any errors or omissions in the performance of this Agreement. EMP represents and warrants that EMP will keep in effect all licenses, permits, and other approvals required to perform the described services during the term of this Agreement, including any extensions thereto. 10. Confidential Information. a. Access to Confidential Information. City may provide EMP with, or allow EMP and/or its subcontractor with, or allow EMP access to, certain information not available to the public concerning, but not limited to City, or businesses located in City. The information may include, but is not limited to, company information, taxes, sales, value of assets, utility usage, confidential policies, or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Agreement. b. No Disclosure. Except as expressly permitted, EMP and/or its subcontractor shall not disclose, permit the disclosure of, release, disseminate, or transfer, 3 whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of City. EMP and/or its subcontractor shall return any written Confidential Information, and all copies made of such items, to City upon City's written request, but in any event not later than the date that the EMP has performed all services to be performed pursuant to this Agreement. EMP hereby agrees that such Confidential Information and any documents provided may be used by EMP and/or its subcontractor only as authorized by City. EMP shall include a contract provision in its contract with subcontractors that binds the subcontractors to this non -disclosure requirement. EMP shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. C. Court Ordered Disclosure. EMP shall immediately notify City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in responding to any such order or subpoena. EMP may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. d. Remedies. In addition to any other remedies that it may have at law or in equity, City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against. any breach or threatened breach of the Confidential Information provisions of this Agreement. EMP acknowledges that in case of such breach or threatened breach of said provisions, City would have no adequate remedy at law. 11. Disputes. Any and all disputes that arise between the parties with respect to performance or interpretation of this Agreement shall be submitted to binding arbitration. The arbitration shall take place in Los Angeles County, California and both parties agree to submit to the jurisdiction of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles County, California under the auspices of Judicial Arbitration & Mediation Services, Inca ("JAMS"). Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The agreement of two of the three arbitrators as to the resolution of the dispute shall be a conclusive resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of redress for any disputes relating to or arising from this engagement, including disputes over rights provided by federal, state or local statutes, regulations, ordinances and common law, including all laws that prohibit discrimination based on any protected classification. The parties expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and binding on both parties, and not appealable. The arbitrators will have discretion to award monetary and other damages, or to award no damages, and to fashion any other relief the arbitrators deems appropriate. The 2 arbitrators shall have discretion to award the prevailing party its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties shall bear the costs of the arbitration. 12. Termination. This Agreement may be terminated by the City without cause on thirty (30) days written notice to EMP. EMP shall be entitled to the compensation earned by it prior to the date of the termination notice, computed on a pro rata basis up to and including the date of termination, plus any work authorized in the termination notice. 13. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent to: City: THE CITY OF VERNON ATTN: DONAL O' CALLAGHAN DIRECTOR OF LIGHT & POWER 4305 SANTA FE AVENUE VERNON, CA 90058-0805 EMP: ENVIRONMENTAL MANAGEMENT PROFESSIONALS, LLC KRISHNA NAND, PH.D., Q.E.P. 22811 MADRONA AVENUE, TORRANCE, CA 90505 14. General Provisions. a. Independent Contractor. At all times during the term of this Agreement, EMP shall be an independent contractor and shall not be an employee of City. City shall have the right to control EMP only insofar as the results of EMP's- services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which EMP accomplishes services rendered pursuant to this Agreement except to the extent that such services involve the use of City property or Confidential Information. b. EMP Not Agent. Except as City may specify in writing EMP shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. EMP shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever. C. Assignment and Subcontracting Prohibited. EMP may not assign or subcontract any right or obligation of this Agreement except with the express written consent of City. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. d. Amendments. This Agreement may be modified or amended only by a written document executed by both EMP and City and approved as to form by the City Attorney. e. Benefit Of Agreement. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. f. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the State of California as enacted and in force at the time this Agreement is executed. g. Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a State Court in the County of Los Angeles, California. h. Entire Agreement. This Agreement is the entire agreement of the parties. EMP represents that in entering into this Agreement, he has not relied on any previous representations or understandings of any kind or nature. i. Attorney's Fees. In the event that it becomes necessary for either party to this Agreement to enforce any of the provisions of this Agreement, the parties agree that a court of competent jurisdiction may determine and fix reasonable attorney's fees to be paid to the successful litigant. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON By:IV LEONIS C. MAL URG Mayor ATTEST: MANUELA GIRO , Ci Clerk APPROVED AS TO FORM: 4--- JEFFfffHAIrSON, City Attorney ENVIRONMENTAL MANAGEMENT PROFESSIONALS, LLC m� By: d4-A NAND Member and Manager n