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HomeMy Public PortalAbout2013.085 (06-18-13) • RESOLUTION NO. 2013.085 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING A CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF LYNWOOD AND LEGISLATIVE ADVOCACY GROUP, INC. TO CONTINUE TO PROVIDE PROFESSIONAL ADVOCACY SERVICES FOR THE CITY, COMMENCING ON JULY 1, 2013 AND EXPIRING ON JUNE 30, 2014 FOR A 9-MONTH TERM IN AN AMOUNT NOT TO EXCEED $27,000 WHEREAS, on June 18, 2012 the City Council approved an Agreement with Legislative Advocacy Group (LAG) to provide professional advocacy services on behalf of the City for one additional year; and WHEREAS, LAG is the City's contracted lobbyist firm, which represents the City at the State, regional, and local levels in order to promote and advance the legislative goals and interests of the City; and WHEREAS, since 2005, LAG has been providing professional lobbying services to the City on a year-to-year agreement basis and performing specific legislative goals as directed by each year's Agreement; and WHEREAS, the City desires to retain LAG to continue to represent the City and provide professional lobbying and advocacy services at the State, regional, and local levels; and WHEREAS, the City establishes an annual Legislative Priority List which identifies specific projects or programs, grant opportunities, or legislative initiatives in which the City would like LAG to seek and effectively advocate on behalf of the City; and WHEREAS, the City also requests LAG to regularly lobby, advocate, and identify legislation and/or programs that would be beneficial to the City and our residents by seeking grant opportunities that will improve the City's transportation and water infrastructure, enhancing public safety, preserving the retention and safeguarding of local funds, promoting job creation and economic development strategies, and preservation of local control and autonomy of resources. NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, DETERMINE, ORDER AND RESOLVE AS FOLLOWS: Section 1. The City Council authorizes the Mayor to execute a new Agreement with Legislative Advocacy Group to continue to provide professional lobbying and advocacy services for the City in an amount not-to-exceed $27,000 approved as to form by the City Attorney. Section 2. The term of Agreement for consulting services will commence on July 1, 2013 and expire on June 30, 2014, of which professional services will be rendered to the City for a 9-month period, for the months of July through September and January through June of each fiscal year, unless otherwise requested. Section 3. This Resolution shall become effective immediately upon its adoption. Section 4. The City Clerk shall certify as to the adoption of this City Council Resolution. • PASSED, APPROVED and ADOPTED this 18"'day of June 2013. Sa val dorAlatorre, Mayor • ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: APPROVED AS TO CONTENT: ,I, Mt Fred Galante, City Attorney Roger L. alrrity Manager A'nda Roberson, Director Finance STATE OF CALIFORNIA ) § COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, do hereby certify that the above and foregoing Resolution was duly adopted by the City Council of the City of Lynwood at a regular meeting held in the City Hall of said City on the 18th day of June 2013, and passed by the following vote: AYES: COUNCIL MEMBERS MORTON, RODRIGUEZ AND ALATORRE NOES: NONE ABSENT: COUNCIL MEMBERS CASTO AND SANTILLAN-BEAS ABSTAIN: NONE • Maria Quinonez, Cit%Clerk STATE OF CALIFORNIA ) § COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, and Clerk of the City Council of said City, do hereby certify that the above and forgoing is a full, true and correct copy of Resolution No. 2013.085 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 18th day of June, 2013. r Maria Quinonez, ' Clerk CONSULTING SERVICES AGREEMENT This Agreement ("Agreement") is made as of June 18, 2013 by and between the City of Lynwood ("CITY"), and Legislative Advocacy Group ("CONSULTANT"). CITY and CONSULTANT are sometimes hereinafter individually referred to as a "Party" or collectively referred to as the "Parties." RECITALS WHEREAS, the CITY desires to retain CONSULTANT to provide professional lobbying services at the State, regional and local levels to advance the City's interests in all legislative affairs; and WHEREAS, staff will identify a Legislative Priority List which will identify specific projects and measures in which the CITY desires CONSULTANT to develop effective legislative strategies to accomplish identified goals for the term of the Agreement; and WHEREAS, the CITY desires CONSULTANT to seek and obtain grant funding for priority capital projects and/or programs in which the CITY otherwise would not have funding for and of which do not require matching City funds; and WHEREAS, the CITY desires to obtain professional consulting and lobbying services for State, regional, and local matters in California and desires CONSULTANT to provide services more particularly described in Exhibit "A" attached hereto and incorporated herein by reference; and WHEREAS, CONSULTANT is engaged in the business of furnishing technical and expert services as a lobbyist and hereby represents that it is professionally capable of performing, and registered with the State of California Secretary of State Office to perform services called for by this Agreement. NOW, THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows: 1. CONSULTANT Services. A. Scope of Services. The nature and scope of the specific services to be performed by CONSULTANT are as described in Exhibit A. B. Time of Performance. CONSULTANT shall complete the specific services according to the schedule of performance which is also set forth in Exhibit A. 2. Term of Agreement. This Agreement Term shall be for an additional year of service to the City, commencing on July 1, 2013 (the "Commencement Date") and terminating on June 30, 2014 (the "Termination Date"), unless sooner terminated pursuant to the provisions of this Agreement. Agreement Term shall also be limited to 9 months of service, for the months of July through September and January through June of each fiscal year, unless otherwise requested by the City. 3. Compensation. A. CITY agrees to compensate CONSULTANT for services under this Agreement in compliance with the schedule set forth in Exhibit A. Payment will be made only after demonstration of satisfactory performance in achieving the CITY's legislative goals and priorities and submission of proper invoice(s) in the form and manner specified by the CITY. Each invoice shall include a breakdown of all services performed together with the hours spent on each service. CITY shall endeavor to pay invoices bearing correct and authorized charges with forty-five (45) days of the date they are received; however, CONSULTANT acknowledges and agrees that due to CITY warrant run procedures, the CITY cannot guarantee that payment will occur within this time period. CITY shall not be responsible to CONSULTANT for any additional charges, interest or penalties due to a failure to pay within such period. B. Total payment to CONSULTANT pursuant to this Agreement shall not exceed TWENTY SEVEN THOUSAND DOLLARS ($27,000) for a 9-month period term, for the months of July through September and January through June of each fiscal year, payable as a monthly retainer of THREE THOUSAND DOLLARS ($3,000) per month for services based on the scope of services attached in Exhibit A, for a not-to-exceed maximum contract. C. Should professional services be required and mutually agreed upon outside of the 9-month Agreement Term, the CITY shall pay CONSULTANT the below prescribed hourly compensation schedule based upon assigned personnel performing service: a) Senior Lobbyist - $180.00 per hour b) Lobbyist - $150.00 per hour c) Analyst - $ 90.00 per hour CONSULTANT must obtain the CITY'S approval in writing prior to performing any service outside of the 9-month Agreement Term. CONSULTANT must also provide a cost estimate of service requested to CITY prior to approval of any service performed. D. The CITY will not reimburse CONSULTANT for out-of-pocket expenses (including but not limited to, out-of-town travel and lodging). 4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context that both Parties intend the provisions of the other exhibit(s) to control. Consulting Services Agreement 2 5. Addresses. CITY • Roger L. Haley, City Manager City of Lynwood 11330 Bullis Road Lynwood, CA 90262 CONSULTANT H. Francisco Leal, Owner • Legislative Advocacy Group 3767 Worsham Avenue Long Beach, CA 90808 6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference. Exhibit A— Scope of Services and Time of Performance (3 pages) Exhibit B — General Terms and Conditions (7 pages) IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates written below. CITY OF LYNWOOD By: Sal Alatorre Date Mayor, City of Lynwood LEGISLATIVE ADVOCACY GROUP By: H. Francisco Leal Date Owner Consulting Services Agreement 3 ATTEST: By: Maria Quinonez Date City Clerk APPROVED AS TO FORM: By: Fred Galante Date City Attorney Consulting Services Agreement 4 EXHIBIT A SCOPE OF SERVICES • The CITY •is entering into this Agreement with CONSULTANT to provide professional lobbying services at the State, regional, and local levels on behalf of the CITY. The CITY desires Legislative Advocacy Group (LAG) to provide lobbying activities such as, but not always limited to: notifying staff of pertinent changes in State law that may impact the CITY; identifying potential grant opportunities that will benefit the CITY; work and arrange meetings with our legislative representatives, special district officials, private sector partnerships and any other public entity representatives; as well as engage with members of the State Legislature in order to advocate for the CITY's positions and interests on various legislative issues and grants opportunities. Below are specific legislative duties to be fulfilled by CONSULTANT as desired by the CITY for FY 2013-14. The list is not deemed to be all inclusive, and may be changed at any time as authorized by the City Manager and/or his/her Designee. 1. Within three (3) weeks of Commencement Date CONSULTANT shall provide a strategic plan to the CITY on how best to meet the CITY's objectives below: A. Pursue legislation and lobby State officials that will allow the City and Successor Agency to utilize the $20.3 million of the former LRA's unspent bond proceeds for vital housing and community projects. B. Community Development — Pursue legislation in this post- redevelopment era that will assist and give cities the tools to spur economic development, affordable housing projects, environmental remediation and community revitalization in our communities. C. Continue to lobby and advocate for the State's Water Bond Proposal, which will free up millions of dollars for local agencies intended for vital water infrastructure improvement projects. D. Continue to lobby and advocate to the State and other park and recreational grant programs to award the City a grant to finance and construct a new, 1-acre park across from Burke-Ham Park; E. Pursue and advocate for the City of Vernon "Friendly Neighbor Park Grant" program, which is a local grant program that will make local grant awards available to neighboring cities, including Lynwood, for parks and recreational programs and activities. F. Limit financial impact of TMDL requirements; G. Pursue reimbursement of Ham Park replacement expenditures of $4.7 million; and Consulting Services Agreement 5 H. Pursue funding for new law enforcement technology and/or grant programs that will directly benefit the City. 2. CONSULTANT shall lobby aggressively at the State, regional, or other local administrative offices and other organizations as necessary to pursue grants and/or any viable funding opportunities. CONSULTANT's responsibilities shall-include proactively searching for potential legislative vehicles relating to the projects on the CITY's priority list and affecting the outcome of those proposals in a manner favorable to the CITY. 3. CONSULTANT shall prepare any bill language for legislative initiatives including bills as necessary and/or identify appropriate legislative or administrative vehicles (i.e. spot bills, budget/trailer bills, discretionary action at an agency level, etc.) to carry out the CITY's objectives. 4. CONSULTANT shall, in accordance with the highest legal, ethical and professional standards, provide representation, information, and advice to the CITY regarding the CITY's objectives, as well as advocate for such matters in obtaining favorable decisions and outcomes in the legislative or executive branches of the State government and/or any other governing boards of any public agency. 5. Provide briefing and analysis on all pending and proposed legislation, policies and decisions by other local, regional, County, and State agencies that may affect the CITY. 6. Pursue funding from various propositions, grants and programs. CONSULTANT shall pursue funding sources that are important to the CITY. 7. CONSULTANT shall arrange appointments for the Mayor, City Council and relevant City staff with appropriate State officials, including various departments and agencies. Personal attendance by CONSULTANT shall be provided as such meetings. 8. CONSULTANT shall monitor and make recommendations on proposed grant applications to successfully secure funding. 9. Seek outside sponsorships and partnerships from various sources in both the private and public sector that will benefit both the CITY and community. 10. Monitor and analyze State budget impacts on the CITY. 11. CONSULTANT shall provide briefing and analysis to City staff on all accomplishments and lobbying strategies on a regular basis. CONSULTANT shall meet and confer with staff at least once a month, on the fourth Thursday of every month. 12. CONSULTANT shall represent the CITY in meetings or hearings with the State, regional or local agencies, boards, commissions, committees and other legislative bodies, as well as testify on behalf of the CITY as requested. Consulting Services Agreement 6 13. CONSULTANT shall provide the CITY a Year-End Report on all legislative accomplishments performed by lobbyist during the term of the Agreement. 14. CONSULTANT shall meet with City staff on a periodic basis and provide information of benefit. 15. CONSULTANT shall complete and file in a timely fashion all forms and reports required of lobbyists and lobbyist employers by the State and other relevant jurisdictions. Any penalties, fees, or charges related to untimely filing or completion of said reports shall be the sole responsibility of CONSULTANT except in cases where CITY is responsible for not responding to CONSULTANT'S request for execution of pertinent documentation. TIME OF PERFORMANCE CONSULTANT has the duration of 9 months, for the months of July through September and January through June of each fiscal year, to perform the services required in this Agreement, commencing on July 1, 2013 and expiring on June 30, 2014, unless earlier terminated pursuant to the terms of this Agreement., • • Consulting Services Agreement 7 EXHIBIT B GENERAL TERMS AND CONDITIONS 1. Status as Independent Contractor. A. CONSULTANT is, and shall at all times remain as to CITY, a wholly independent contractor. CONSULTANT shall have no power to incur any debt, obligation, or liability on behalf of CITY or otherwise act on behalf of CITY as an agent. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as set forth in this Agreement. CONSULTANT shall • not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. B. CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this Agreement. In the event that CITY is audited by any requesting public agency regarding the independent contractor status of CONSULTANT and the audit in any way fails to sustain the validity of a- wholly independent contractor relationship between CITY and CONSULTANT, then CONSULTANT agrees to reimburse CITY for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. CONSULTANT shall fully comply with the workers' compensation law regarding CONSULTANT and CONSULTANT's employees. CONSULTANT further agrees to indemnify and hold CITY harmless from any failure of CONSULTANT to comply with applicable worker's compensation laws. CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to CITY from CONSULTANT as a result of CONSULTANT's failure to promptly pay to CITY any reimbursement or indemnification arising under this Section 1. 2. Standard of Performance. A. CONSULTANT shall perform all work to the highest professional standards and in a manner reasonably satisfactory to the City Manager or his/her Designee. CONSULTANT has carefully reviewed the scope of services identified in Exhibit A and warrants and represents that scope of work can be completed within the amount of the contract award. However, no additional or different tasks or services shall be performed by CONSULTANT other than those specified in Exhibit A, or those so assigned in writing to CONSULTANT by the City Manager or his/her designee. B. The City Manager or his Designee shall, until further notice to CONSULTANT, administer this Agreement and provide for immediate supervision of CONSULTANT with respect to the services to be provided hereunder. Consulting Services Agreement 8 3. Indemnification. A. CONSULTANT is skilled in the professional calling necessary to perform the services and duties agreed to be performed under this Agreement, and CITY is relying upon the skill and knowledge of CONSULTANT to perform said services and duties. B. To the extent permitted by law, CONSULTANT agrees to indemnify and hold harmless CITY, its officers, employees, agents and volunteers from and against any and all claims, demands, actions, causes of action, losses, damages, liabilities, known or unknown, and all costs and expenses, including reasonable attorneys' fees as fixed by the court in connection with any injury or damage to persons or property to the extent caused by any negligent act, error, omission or negligence of CONSULTANT, its officers, employees, agents, contractor, subcontractors or any officer, agent or employee thereof in relation to CONSULTANT's performance under this Agreement. Such defense and indemnification shall not apply in any instance of and to the extent caused by the negligence or willful misconduct of CITY, its officers, employees, agents or volunteers. C. CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, sub-CONSULTANT or any other person or entity involved by, for, with or on behalf of • CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails . to obtain such indemnity obligations from others as required in this Section, CONSULTANT agrees to be fully responsible according to the terms of this Section. Failure of the CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth herein shall survive the termination of this Agreement and is in addition to any rights which CITY may have under the law. This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under this Agreement or any additional insured endorsements which may extend to CITY. 4. Insurance. • A. Without limiting CONSULTANT's indemnification of CITY pursuant to Section 3 of this Agreement, CONSULTANT shall obtain and provide and maintain at its own expense during the term of this Agreement insurance against claims for injuries to persons or damages to property arising from or in connection with the occupancy, use or operation of the Licensed Premises by CONSULTANT, its officers, employees, agents, independent contractors or volunteers. B. The types and amounts of insurance shall be as described below, and an insurance company admitted to do business in California and approved by the CITY must issue all such policies. Consulting Services Agreement 9 (i) General Liability Insurance covering third party liability risks, including without limitation contractual liability, in a minimum amount of $1 million combined single limit per occurrence for bodily injury, personal injury, and property damage. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate shall apply separately to the Leased Premises, or the general aggregate limit shall be twice the occurrence limit; (ii) Automotive Liability insurance, in a minimum amount of $1 million per accident for bodily injury and property damage; (iii) Property damage insurance with a minimum limit of$500,000. (iv) Workers' Compensation insurance on a state approved policy form with a minimum limit of $500,000 or the amount required by law, whichever is better. C. CITY, its officers, officials, employees and volunteers shall be named as additional Insurees on the policy(ies) as to commercial general liability and automotive liability. D. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional Insurees to the policy) by the insurance carrier without the insurance carrier giving CITY thirty (30) days' prior written notice thereof Any such thirty (30) day notice shall be submitted to CITY via certified mail, return receipt requested; addressed to "Risk Manager," CITY of Lynwood, 11330 Bullis Road, Lynwood, California, 90262. CONSULTANT agrees that it will not cancel, reduce or otherwise modify said insurance coverage. E. CONSULTANT shall submit to CITY (i) insurance' certificates indicating compliance with the minimum worker's compensation insurance requirements above,. and (ii) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on CITY's appropriate standard forms entitled "Additional Insured Endorsement". F. The CONSULTANT's insurance shall be primary as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees and volunteers shall be excess of the CONSULTANT's insurance and shall not contribute with it. G. CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of CONSULTANT and the cost of such insurance may be deducted, at the option of CITY, from payments due CONSULTANT. Consulting Services Agreement 10 • H. CONSULTANT agrees to waive subrogation which any, insurer of contractor may acquire from vendor by virtue of the payment of any loss. CONSULTANT agrees to-obtain any endorsement that may be necessary to effect this waiver of subrogation. The workers' compensation policy shall be endorsed to contain a waiver of subrogation in favor of the entity for all work performed by the CONSULTANT, its agents, employees, independent contractors and subcontractors. 5. Confidentiality. CONSULTANT in the course of its duties may have access to confidential data of CITY, private individuals, or employees of the CITY. CONSULTANT covenants that all data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONSULTANT without written authorization by CITY. CITY shall grant such authorization if disclosure is required by law. All CITY data shall be returned to CITY upon the termination of this Agreement. CONSULTANT's covenant under this section shall survive the termination of this Agreement. 6. Ownership of Work Product. All reports, documents or other written material developed by CONSULTANT in the performance of this Agreement shall be and remain the property of CITY without restriction or limitation upon its use or dissemination by CITY. Such material shall not be the subject of a copyright application by CONSULTANT. 7. Conflict of Interest. A. CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by CONSULTANT under this Agreement, or which would conflict in any manner with the performance of its services hereunder. CONSULTANT further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, CONSULTANT shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. B. CONSULTANT covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to CITY as a result of the performance of this Agreement, or the services that may be procured by the CITY as a result of the recommendations made by CONSULTANT. CONSULTANT's covenant under this section shall survive the termination of this Agreement. 8. Termination. CITY may terminate this Agreement with or without cause upon thirty (30) days written notice to CONSULTANT. The effective date of termination shall be upon the date specified in the notice of termination. CONSULTANT agrees that in the event of such termination, CITY's obligation to pay CONSULTANT shall be limited to payment only for those services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, CONSULTANT shall discontinue performing services, preserve the product of the services, and turn over to CITY the product of the services in accordance with written instruction of CITY. Consulting Services Agreement 11 9. Personnel. CONSULTANT represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by CONSULTANT or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. CONSULTANT reserves the right to determine the assignment of its own employees to the performance of CONSULTANT's services under this Agreement, but CITY reserves the right, for good cause, to require CONSULTANT to exclude any employee from performing services on CITY's premises. 10. Financial Condition. Prior to entering into this Agreement, CONSULTANT has submitted documentation acceptable to the City Manager, establishing that it is financially solvent, such that it can reasonably be expected to perform the services required by this Agreement. Within thirty (30) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of • this Agreement, CONSULTANT shall submit such financial information as may be appropriate to establish to the satisfaction of the City Manager that CONSULTANT is in at least as sound a financial position as was the case prior to entering into this Agreement. Financial information submitted to the City Manager shall be returned to CONSULTANT after review and shall not be retained by CITY. 11. Non-Discrimination and Equal Employment Opportunity. A. CONSULTANT shall not discriminate as to race, color, creed, religion, sex; marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of CITY relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; _layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of CONSULTANT state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin,- ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. CONSULTANT will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 12. Assignment CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder, without the prior written consent of CITY, and any attempt by CONSULTANT to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. Consulting Services Agreement 12 13. Performance Evaluation. For any Agreement in effect for twelve months or longer, a written annual administrative performance evaluation shall be required within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by CITY during the review period, either orally or in writing, shall be considered. CITY shall meet with CONSULTANT prior to preparing the written report. If any noncompliance with the Agreement is found, CITY may direct CONSULTANT to correct the inadequacies, or, in the alternative, may terminate this Agreement as provided herein. 14. Compliance with Laws: CONSULTANT shall keep itself informed of State, Federal and Local laws, ordinances, codes and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The CONSULTANT shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if CONSULTANT is an out-of-state corporation or LLC, it must be qualified or registered to do business in the state of California pursuant to sections 2105 and 17451 of California Corporations Code. The CITY, its officers and employees shall not be liable at law or in equity occasioned by failure of CONSULTANT to comply with this Section. 15. Licenses. At all times during the term of this Agreement, CONSULTANT shall have in full force and effect all licenses (including a CITY business license) required of it by law for performance of the services hereunder. 16. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by CITY of any payment to CONSULTANT constitute or be construed as a waiver by CITY of any breach of covenant, or any default which may then exist on the part of CONSULTANT, and the making of any such payment by CITY shall in no way impair or prejudice any right or remedy available to CITY with regard to such breach or default. 17. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be • deemed received on (a) the day of delivery if delivered by hand during CONSULTANT's regular business hours or by facsimile before or during CONSULTANT's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the Parties may, from time to time, designate in writing pursuant to the provisions of this section. 18. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. Consulting Services Agreement 13 20. Severability. If any provision or any part of any provision of this Agreement is found to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect. 21. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CONSULTANT and CITY. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement. Amendments on behalf of the CITY will only be valid if signed by the appropriate officer of the CITY as set forth in subsection 6-3.1 et seq. of the Lynwood Municipal Code and attested by the City Clerk. ' 22. Authority. The Person or Persons executing this Agreement on behalf of CONSULTANT warrants and represents that he/she has the authority to execute this Agreement on behalf of the CONSULTANT and has the authority to bind CONSULTANT to the performance of its obligations hereunder. Consulting Services Agreement 14