2 WHEREAS, City staff estimates the cost for Tax Consultation for the 3yr. term of the agreement to be Fifteen Thousand Dollars ($15,000); and WHEREAS Staff is requesting authorization be given to enter into a 3yr. professional agreement with Eadie and Payne LLP for Tax Consultation Services ($15,000), and a Purchase Order is also being requested to be opened in the amount of Five Thousand Dollars ($5,000) for the first year of services provided by Eadie and Payne LLP from account number 1001-650-000-4262, General Fund, City Controller Department, Other Professional Services Expense Account; and WHEREAS, funds for this expenditure are available within Account No.1001-650- 000-4262 in the Fiscal Year 2023-2024 City Controller’s Budget:
Account Code Account Name Amount
1001-650-000-4262 General Fund $5,000
Other Professional Services
WHEREAS, funds will be allocated and a Purchase Order generated for the services provided under the Eadie and Payne LLP Agreement in future approved City budgets; and
WHEREAS, Staff recommends the City Council to adopt the attached Resolution to authorize the City Manager to enter into a 3yr. agreement with Eadie and Payne LLP and authorize the City Manager to open a Purchase Order in the amount of Five Thousand Dollars ($5,000) for services to be provided by Eadie and Payne LLP for Tax Consultation services; and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. That the City Manager, on the advice and approval of the City Attorney, is hereby authorized to enter into a professional services agreement with Eadie and Payne LLP to provide Tax Consultation services to the City.
SECTION 2. That funds for this expenditure are available within Account No.1001-650-000-4262 in the Fiscal Year 2023-2024 City Controller’s Budget:
Account Code Account Name Amount
1001-650-000-4262 General Fund $5,000
Other Professional Services
SECTION 3. That a Purchase Order is authorized to be established in the amount of $5,000 from account 1001-650-000-4262 Other Professional Services for Tax Consultation services provided by Eadie and Payne LLP.
SECTION 4. That a duly copy of the Resolution shall be filed with the offices of the City Manager, City Clerk, City Attorney, and City Controller.
SECTION 5. That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.
Resolution No. _______
3 ADOPTED this ____________ day of _____________, 2024. ________________________________
MAYOR OF THE CITY OF COMPTON
ATTEST:
________________________________
CLERK OF THE CITY OF COMPTON
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss
CITY OF COMPTON )
I, Vernell McDaniel, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council of the City of Compton, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held on this ___________ day of ________________, 2024.
That said Resolution was adopted by the following vote, to wit:
AYES: COUNCILMEMBERS -
NOES: COUNCILMEMBERS -
ABSTAIN: COUNCILMEMBERS -
ABSENT: COUNCILMEMBERS -
____________________________________
CITY CLERK OF THE CITY OF COMPTON
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
CITY OF COMPTON
AND
EADIE PAYNE, LLP
This AGREEMENT is entered by and between the CITY OF COMPTON, a municipal corporation of the State of California (hereinafter referred to as “City”) located at 205 South Willowbrook Avenue, Compton, California 90220, and EADIE PAYNE, LLP. (hereinafter referred to as “Consultant”), located at 3880 Lemon St., Suite 300, Riverside, California 92502.
RECITALS:
WHEREAS, the City has determined that it will be prudent to engage the services of a professional and experienced tax consultant firm to assist the City with representation for the IRS Audit as well as prepare a risk assessment for the City’s payroll tax liability; and WHEREAS, the City will make all management decisions and assume all management responsibilities; and
WHEREAS, the City will designate an individual who possesses suitable skill, knowledge, or experience, preferably within senior management, to oversee the services; and WHEREAS, the City will evaluate the adequacy and results of the services performed; and WHEREAS, the City will accept responsibility for the results of the services; and WHEREAS, the City will establish and maintain internal controls, including monitoring ongoing activities; and
WHEREAS, the Consultant will review the City’s quarterly payroll tax returns; and WHEREAS, Consultant warrants that it is specifically trained, experienced, competent, and has the resources to provide such services which will be required by this Agreement; and WHEREAS, Consultant is willing to render such professional services subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, Consultant and City, for the consideration, terms and conditions herein described, mutually agree as follows:
AGREEMENT:
1. SCOPE OF SERVICES TO BE RENDERED BY CONSULTANT
It is the mutual understanding of the parties that the Consultant shall perform and be responsible for rendering services regarding the representing the City in regards to the IRS.
Professional services shall include, but not be limited to, the Task(s) indicated below:
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Tax Representation and Tax Position Assessment
2 Task(s) – Tax Representation and Risk Assessment:
Assistance with representation, communication, preparation and compilation of documents requested in relation to taxing agency.
Provide Assessment and review of current payroll tax returns for unaddressed risks or liabilities
Provide Recommendations for addressing risks related to the City’s tax position Provide review and recommendations of the City’s payroll tax returns and return set up programs and templates
Prioritize and deliver tasks on time
Transparent communication with City staff
Complete and accurate record keeping that is compliant with Federal, State, and Local laws.
Consultant acknowledges that in entering into this Agreement the City is relying on Consultant's special skills and experience to do and perform the services in accordance with best standards of professional practice. While performing the Services, Consultant agrees to perform all the said work and furnish all the necessary materials at its own cost and expense necessary to complete said services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances and to the reasonable satisfaction of the City.
Consultant services hereunder shall be performed in good, workmanlike and professional manner. Consultant shall be responsible for correcting and completing all errors and omissions related to the services provided by the Consultant for this Agreement at no additional cost to the City. “Errors” and “Omissions” for purposes of this paragraph are defined to mean a failure by the Consultant to meet the standards of its profession as set forth in the preceding paragraph.
The acceptance of the services by City does not release Consultant from these obligations.
Consultant will be responsible for employing or engaging all persons necessary to perform the services. All of Consultant's staff will be qualified by training and experience to perform their assigned tasks. Consultant will give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and subcontractors, if any, and will keep the services under its control. On demand of City, if any employee or subcontractor of Consultant fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she will be discharged immediately from the services.
Roma Scott, Partner of Consultant, will serve as the Project Manager and shall be primarily responsible for representing Consultant in performance of this Agreement.
2. Duration of Contract. Consultant agrees to commence the services provided for herein upon written Notification to Proceed from the City and to continue in a diligent and professional manner until the project is complete, or upon exhaustion of authorized funding, whichever occurs first, unless this Agreement is terminated as provided herein. The parties agree to a 3-year professional term with two one-year options to renew.
Consultant will generally adhere to the schedule set forth within Consultant’s Proposal provided that City will grant reasonable extensions of time for the performance of the services occasioned by unusually lengthy governmental reviews of Consultant’s work product or other Professional Services Agreement – Eadie Payne LLP
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3 unavoidable delays occasioned by unforeseen circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant’s officers or employees.
Consultant acknowledges the importance to City of City’s project schedule and agrees to put forth its best professional efforts to perform the services in a manner consistent with that schedule. City understands, however, that Consultant’s performance must be governed by sound practices. Consultant will work such overtime or engage such personnel and equipment as necessary to maintain the schedule, without additional compensation.
3. Compensation. The method of payment for these services will be billed on a timeand-materials basis, as identified in Consultant’s attached/incorporated Proposal. The total price paid the Consultant will include compensation for all work, including travel, materials, supplies, vendor services, expenses and subcontracted work. No additional compensation will be paid to the Consultant, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total compensation will be negotiated between the Consultant and the City. Adjustment in the total compensation will not be effective until authorized and approved in writing by the City.
Progress payments may be made in arrears based on the percentage of work and deliverables completed by the Consultant. If Consultant fails to submit the required deliverable items according to schedule or as required by the Agreement, except for those amounts that are due and not reasonably in dispute, the City shall have the right to delay payment and/or terminate this Agreement in accordance with the provisions noted herein.
Consultant shall be reimbursed within sixty (60) days, or as promptly as fiscal procedures may permit, upon receipt by the City of itemized invoices for services completed. Invoices shall be submitted no later than Forty-Five (45) calendar days after the performance of work for which the Consultant is billing. Invoices shall detail the work performed on each task as applicable.
Invoices shall be delivered or mailed to the City Controller Department at the following address:
City of Compton, 205 South Willowbrook Avenue, Compton, California 90220.
The Consultant is required to comply with all federal, state and local laws and ordinances applicable to the services provided under this Agreement.
As full and complete compensation for performance of all the services performed by the Consultant as described in Section 1 of this Agreement, City shall pay up to Fifteen Thousand Dollars ($15,000) for the term of the agreement, and Consultant agrees to provide all professional services at the following hourly rates:
Roma Scott, Partner, Project Director $375.00
Frank Zabaleta, Partner $375.00
Manager $275.00
Supervisory Staff $185.00
Staff $140.00
In the event of termination, the Consultant shall be entitled to compensation for the undisputed reasonable value of services performed to the effective date of termination, including any non-cancellable obligations incurred prior to termination; provided, however, that the City may condition payment of such compensation upon the Consultant’s delivery to the City of any and all Professional Services Agreement – Eadie Payne LLP
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4 City property, documents, s, records, materials and work product associated with the performance of this Agreement.
4. Ownership of Materials. All product produced by Consultant or its agents, employees, and subcontractors pursuant to this Agreement (the “Work Product”) is the property of City. In the event this Agreement is terminated, all Work Product produced by Consultant or its agents, employees and subcontractors pursuant to this Agreement will be delivered to City pursuant to the termination clause of this Agreement. Consultant will have the right to make one (1) copy of the Work Product for Consultant’s records.
The Work Product may be used by City and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes City may deem advisable, without further employment of or payment of any compensation to Consultant; provided, however, that if this Agreement is terminated for any reason prior to completion of the Project and if under such circumstances City uses, or engages the services of and directs another consultant to use, the Work Product, City agrees to hold Consultant harmless from any and all liability, costs, and expenses relative to claims arising out of matters and/or events which occur subsequent to the termination of this Agreement as a result of causes other than the fault or negligence of Consultant, or anyone for whose acts it is responsible, in preparation of the Work Product.
Consultant will not be responsible for deficiencies solely attributable to modifications of the Work Product performed by others, or that arise from use of the Documents in connection with a project or site other than that shown in the Work Product.
5. Independent Contractor Status. Consultant, its officers, employees, subconsultants, subcontractors, agents and volunteers (collectively hereinafter the “Consultant”), will perform the services in Consultant's own way and pursuant to this Agreement as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of City. The persons used by Consultant to provide the services under this Agreement will not be considered employees of City for any purposes. Neither the City nor any of its officers, employees, agents or volunteers shall have any control over the conduct of the Consultant, except as expressly set forth in this Agreement. Consultant expressly warrants that while engaged in carrying out and complying with any terms and conditions of this Agreement that Consultant shall not at any time or in any manner, represent that Consultant is in any manner officers, employees, agents or volunteers of the City. Consultant shall obtain no rights to retirement, health care or any other benefit that accrue to City officials, officers, or employees. Consultant expressly waives any claim to such rights.
The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. City will not pay any workers' compensation insurance, retirement contributions or unemployment contributions on behalf of Consultant or its employees or subcontractors. Consultant agrees to indemnify and pay City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Consultant or any agent, employee, or contractor of Consultant for work done under this Agreement. At the City’s election, City may deduct the amounts paid pursuant to this Section, from any balance owing to Consultant.
6. Successors, Assignment and Delegation. City and the Consultant each binds themselves, their partners, successors, assigns and legal representatives to the other hereto and Professional Services Agreement – Eadie Payne LLP
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5 to partners, successors, assigns and legal representatives of such other party in respect to all covenants, agreements and obligations contained in this Agreement.
The expertise and experience of Consultant are material considerations for this Agreement. Consultant shall not assign or transfer any interest in this Agreement or the performance of any of Consultant’s obligations under this Agreement without the prior written consent of the City. Any attempted assignment or transfer of any of Consultant’s rights, duties or obligations arising under this Agreement shall be null and void.
7. Nondiscriminatory Employment Practices. During the performance of this Agreement, the Consultant agrees not to discriminate against any employee or applicant for employment because of race, sex, creed, color, religion, age, sexual orientation, marital status, national origin, political affiliation, handicap or belief in accordance with requirements of City, State or Federal laws and regulations. Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, sex, creed, color, religion, age, sexual orientation, marital status, national origin, political affiliation, handicap or belief in accordance with requirements of City, State or Federal laws and regulations. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
The Consultant agrees to post in conspicuous places, available to employees, applicants and subcontractors for employment, notices setting forth the provisions of this non-discrimination clause.
In the event of the Consultant’s non-compliance with the non-discrimination clause of this Agreement, this Agreement may be immediately canceled, terminated or suspended in whole or in part.
8. Subcontracting. Consultant's services are unique and personal. Except as may be specified in Consultant’s Proposal and agreed to by the City, Consultant will not subcontract any portion of the services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the services, Consultant will be fully responsible to City for the acts, errors and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Consultant and City. Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by City.
9. Other Consultants. The City reserves the right to employ other consultants in connection with the services.
10. Indemnification. Consultant shall indemnify and save harmless the City, its officials, officers, employees, agents and volunteers (collectively hereinafter the “City”), against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of the City and shall indemnify and save the City from any and all liability and expense including reimbursement of reasonable defense costs and legal fees, and claims, demands, suits, actions or proceedings of any kind or nature, including Workers’ Compensation claims, of or by anyone whomsoever to the extent resulting from or arising out of the negligent, reckless or willful misconduct for the Consultant, its officers, employees, subconsultants, Professional Services Agreement – Eadie Payne LLP
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6 subcontractors or agents in the performance of the duties undertaken by Consultant pursuant to this Agreement.
This indemnification and hold harmless obligation does not extend to claims arising out of the negligence or willful misconduct of the City.
11. Insurance. Without limiting the Consultant’s indemnification of the City, Consultant shall obtain and maintain, at its cost and expense, for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Consultant or Consultant’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. Such evidence shall specifically identify this Agreement and shall contain express conditions that the City is to be given written notice at least thirty (30) days in advance of any termination or implementation of a reduction of limits or material change of insurance coverage as specified herein. Failure on the part of the Consultant to procure or maintain insurance shall constitute a material breach upon which the City may immediately terminate this Agreement. All insurance required hereunder shall be primary with respect to any insurance maintained by the City.
Coverages and Limits. Consultant will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or City Manager, in consultation with the City Attorney approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Consultant's indemnification obligations under this Agreement. City, its officers, agents, volunteers and employees make no representation that the limits of the insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. The coverage will contain no special limitations on the scope of its protection to the above-designated insureds except for Workers Compensation and Professional Liability (i.e. errors and omissions insurance). Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage, as Consultant deems adequate, at Consultant's sole expense.
11.1 Commercial General Liability Insurance. $1,000,000 combined singlelimit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit.
11.2 Automobile Liability. $1,000,000 combined single-limit per accident for bodily injury and property damage.
11.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Consultant has no employees and provides, to City's satisfaction, a declaration stating this.
11.4 Professional Liability. Errors and omissions liability appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. The coverage shall also provide an extended two (2) year period commencing upon termination or cancellation of this Agreement.
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7 Endorsements. For Commercial General Liability Insurance and Automobile Liability Insurance, Consultant will ensure that the policies are endorsed to name the City of Compton and its respective elected and appointed officers, officials, employees, agents and volunteers as “additional insureds” with respect to liability arising out of the activities of the Consultant. Any failure to comply with provisions of the policies shall not affect coverage provided to the City.
Prior to City's execution of this Agreement, Consultant shall furnish certificates of insurance and endorsements to City.
Waiver of Subrogation. The policies shall contain a waiver of subrogation for the benefit of City.
12. Permits and Licenses. Consultant, at its own expense, during the term of this Agreement, shall obtain and maintain all appropriate business and professional permits, licenses and certificates that may be required in connection with the performance of services by the Consultant. Upon execution of this Agreement, the Consultant shall show evidence of a business license permit in conformance with Section 9-1.2 of the Compton Municipal Code.
13. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement.
Consultant will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years, or longer if required by law, from the date of final payment under this Agreement.
14. Warranties. Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Consultant’s undertaking this relationship with City, (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Consultant will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity and (iv) that Consultant has not knowingly entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement.
15. Federal and State Withholding Taxes. Consultant shall be responsible for paying when due all federal and state income withholding taxes for all earning under this Agreement.
Consultant agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Consultant’s failure to comply with this provision.
16. General Compliance with Laws. Consultant will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of the services by Consultant. Consultant will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of the services with all applicable laws, ordinances and regulations.
17. Termination. In the event of the Consultant's failure to prosecute, deliver, or perform the services, after giving written notice of default and two (2) days to correct the same, then, in addition to any other remedies, City may terminate this Agreement for nonperformance by notifying Consultant in writing. Consultant has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will Professional Services Agreement – Eadie Payne LLP
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8 make a determination of fact based upon the work product delivered to City and of the percentage of work that Consultant has performed. Based upon that finding City will determine the final payment of the Agreement. In the event City elects to terminate, City will have the right to immediate possession of all Work Product and work in progress prepared by Consultant, whether located at the project site, at Consultant's place of business, or at the offices of a subconsultant.
The City’s obligation is payable only from funds appropriated for the purpose of this Agreement. All funds for payments after the end of the current fiscal year are subject to the City’s legislative appropriation for this purpose. In the event this Agreement extends into succeeding fiscal year periods and the City Council does not allocate sufficient funds for the next succeeding fiscal year payments, this Agreement shall terminate immediately upon written notice from the City.
Either Party, upon tendering thirty (30) calendar days written notice to the other Party, may terminate this Agreement for convenience. In this event and upon request of City, Consultant will assemble the work product without charge and put it in order for proper filing and closing and deliver it to City. Consultant will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
18. Covenants Against Contingent Fees. Consultant warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to terminate this Agreement for nonperformance, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
19. Claims And Lawsuits. By signing this Agreement, Consultant agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation.
Consultant acknowledges that if a false claim is submitted to City by Consultant, it may be considered fraud and Consultant may be subject to criminal prosecution. Consultant acknowledges that California Government Code sections 12650 et seq., the False Claims Act, applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Consultant acknowledges that the filing of a false claim may subject Consultant to an administrative proceeding as the result of which Consultant may be prevented to act as a Consultant on any public work or improvement for a period of up to five (5) years. Consultant acknowledges Eadie and Payne LLP by another jurisdiction is grounds for City to terminate this Agreement.
20. Certifications. The Consultant, under penalty of perjury, certifies that, except as noted below, he/she or any other person associated therewith in the capacity of owner, partner, director, officer, manager:
is not currently under suspension, voluntary exclusion, or determination of ineligibility by Professional Services Agreement – Eadie Payne LLP
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9 any Federal, State or local agency;
• has not been suspended, voluntarily excluded or determined ineligible by any Federal, State or local agency within the past 3 years;
• has not been indicted, convicted, or had a civil judgment rendered against he/she/it by a court of competent jurisdiction in any matter involving fraud or official misconduct in connection with obtaining, attempting to obtain, or performing a public (Federal, state or local) transaction or contract under a public transaction; violation of Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property within the past 3 years; and
are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in the preceding paragraph; and
have not had one or more public transactions (Federal, State or local) terminated for cause or default within the past 3 years.
If there are any exceptions to this certification, insert the exceptions in the following space. [Supply exceptions on separate page]
For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.
[Attach separate page]
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction. The above certifications are part of this contract. Signing this agreement on the signature portion thereof shall also constitute signature of the above Certifications.
______________________________________ ___________________ Roma Scott, Partner (Date)
21. Jurisdiction, Venue and Governing Law. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of Los Angeles, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. This agreement will be governed by the laws of the State of California.
22. Testimony. Consultant will testify at City's request if litigation is brought against City in connection with Consultant's services under this agreement. Unless the action is brought by Consultant, or is based upon Consultant's actual or alleged negligence or other wrongdoing, City, upon prior written agreement with Consultant will compensate Consultant for time spent in preparation for testimony, testimony, and travel at Consultant's standard hourly rates at the time of actual testimony.
23. Waivers. The waiver by either Party of any breach or violation of any term, covenant, or condition of this Agreement or of any applicable law will not be deemed to be a waiver of such term, covenant, condition or law or of any subsequent breach or violation of same or of any other Professional Services Agreement – Eadie Payne LLP
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10 term, covenant, condition or law. The acceptance by either Party of any fee or other payment which may become due under this Agreement will not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, covenant, or condition of this Agreement or any applicable law.
24. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Agreement.
25. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
26. Amendments. This Agreement may be modified or amended only be written document executed by both Consultant and City’s City Manager and approved as to form by the City Attorney. Such document shall expressly state that it is intended by the parties to amend the terms and conditions of this Agreement.
27. Confidentiality. All documents, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of the Services pursuant to the Agreement are confidential until released by the City to the public, and the Consultant will not make any of these documents or information available to any individual or organization not employed by the Consultant or the City without the written consent of the City before any such release.
28. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it embody the entire Agreement and understanding between the parties relating to the subject matter of it. The City Manager is authorized, in consultation with the City Attorney, to agree to non-material amendments to this Agreement. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties.
29. Notices. Any notices required or permitted under this Agreement shall be effective when delivered in person; and effective one (1) business day after delivery by facsimile transmission; and effective five (5) days after mailing by U.S. Mail, postage prepaid and properly addressed as follows:
TO CONSULTANT: Eadie and Payne, LLP.
3880 Lemon St, Suite 300
Riverside, CA. 92592
Attn: Roma Scott, Partner
(951) 241-7800
TO CITY: CITY OF COMPTON
205 South Willowbrook Avenue
Compton, California 90220
Attn: Sharon Rahban Navizadeh, City Controller
City Controller Department
(310) 605-5678
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11 Note: A copy of any notice provided to the Director shall also be provided to: City Manager, 205 South Willowbrook Avenue, Compton, California 90220.
30. Miscellaneous. No provision of this Agreement is to be interpreted for or against either party because that party or that party’s legal representative drafted such provision.
Should either party hereto, or any representative, successor or assign of either party hereto, resort to litigation to enforce the provisions of this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorney’s fees and costs in such litigation from the party or parties against whom enforcement is sought.
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12 IN WITNESS WHEREOF, Consultant has executed this Agreement, and the City, by its City Manager, who is authorized to do so, has executed this Agreement.
EADIE PAYNE LLP
Dated: _______________ By ___________________________________ Roma Scott, Partner
CITY OF COMPTON
Recommended for Approval:
By __________________________________ Dated: ______________ Sharon Rahban Navizadeh, City Controller
City Controller Department
Approved by:
Dated: _______________ By _________________________________ Willie A. Hopkins Jr., City Manager
Approved as to form:
By _________________________________ Dated: ______________ Eric Perrodin, City Attorney
ATTEST:
Dated: _______________ By __________________________________ Vernell McDaniel, City Clerk