ATTACHMENT A
CITY OF MONTEBELLO
PROFESSIONAL SERVICES AGREEMENT NO. 4171
WITH COMPLETE PAPERLESS SOLUTIONS, LLC
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into on December 13, 2023 (“Effective Date”), by and between the City of Montebello, a California municipal corporation ( the “CITY”) and Complete Paperless Solutions, LLC (the “CONSULTANT”). The CITY and the CONSULTANT are sometimes referred to herein individual as the “Party,” and jointly as the “Parties.”
RECITALS
WHEREAS, the CITY desires to retain a qualified professional consultant for Laserfiche Enterprise Content Management - RIO, Software Support and Implementation Services; and
WHEREAS, the CONSULTANT represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
NOW THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows:
SECTION 1. INCORPORATION OF RECITALS AND OTHER CONTRACT
DOCUMENTS
a. The ab ove-referenced Recitals constitute a material part hereof and shall hereby be incorporate d by reference. Moreover, this Agreement consists of the following documents, in order of precedence, all of which are incorporated herein and made part of this Agreement, as though fully set forth herein:
1. This Agreement and its Exhibits, including scope of work, fee schedules, and any and all addenda or supplemental agreements.
2. All other documents, including but not limited to all applicable bonds, insurance certifica tes, permits, notices, schedules, forms, certifications, and affidavits.
b. These document s shall be collectively referred to herein as the “Contract Documents.” In the event of a conflict among the Contract Documents, the order of precedence list above shall apply.
SECTION 2. SERVICES / COMPENSATION.
a. To the extent of a conflict between the terms of this Agreement and th at set forth in any exhibits or attachments hereto, the terms of this A greement shall govern.
b. The CONSULTANT shall provide to the CITY all labor, equipment, materials and incidental necessary to provide Laserfiche Enterprise Content Management - RIO, Software Support, and Implementation Ser vices services as set forth ful ly in the proposal, as such is set forth fully in Exhibit “A ” attached hereto and PROFESSIONAL SERVICES AGREEMENT NO. 4171
incorporated fully herein by this reference (hereinafter “Professional Services”).
c. The CONSULTANT shall be compensated for the performance of the Professional Services as set forth in the Schedule of Compensation attached hereto as Exhibit “A” and incorporated fully herein by this reference (“Compensati on”).
The CONSULTANT shall provide an itemized billing statement to the CITY each month for Professional Services performed for a total not-to-exceed fee of $44,366.
The CONSULTANT shall no incur fees or costs which exceed the Compensation without the prior written consent of the CITY.
SECTION 3. TERM.
a. This Agreement shall commence upon issuance of a written “Notice to Proceed” (as further defined below) by the CITY and shall expire one (1) year from the Effective Date, unless termi nated earlier as hereinafter provided. This Agreement may be extended for up to two (2) , one-year extensions upon such terms and conditions mutually agreed upon by the Parties in writ ing executed before the expiration of this Agreement.
b. Notice to Proceed. Any work or service contemplated under this Agreement shall not commence until the CITY has issued a written Notice to Proceed issued by CITY’s applicable, department head.
SECTION 4. PERFORMANCE.
a. The CONSULTANT shall at all times, faithfully, competently, and to the best of its ability, experience, and talent, perform all tasks described herein.
b. The CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by companies engaged in providing similar services, as are required of Consultant hereunder, in meeting its obligations under this Agreement.
c. The CONSULTANT shall be knowledgeable of and subject to all CITY ordinances, rules and regulations, standard operating procedures, and the supervisory chain of command.
d. The CONSULTANT shall have the right to retain, s ubject to the CITY's approval, additional individuals, cons ultants or sub consultants to assist in the completion of services as herein defined. Compensation for additional individuals, consultants or sub consultants shall be the sole and exclusive responsibility of the CONSULTANT.
e. The CONSULTANT shall retain all original reports, field and office notes, correspondence, calculations, maps, and other documents specifically related to the services provided by the CONSULTANT pursuant to this Agre ement, other than documents which are exempt from disclosur e pursuant to the attorney - client privilege or any other law. Said documents shall be made available for inspection by the CITY upon request.
SECTION 5. WORK PRODUCT.
a. The CONSULTANT hereby agrees that all work product produced pursuant PROFESSIONAL SERVICES AGREEMENT NO. 4171
to this Agreement, and provided to the CITY during and upon completion of this Agreement, shall be the property of the CITY , and ownership of s aid work product shall be retained by the CITY. The CONSULTANT may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by the CONSULTANT.
b. All data, documents, discussion, or other information developed or received by the CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by the CONSULTANT without prior written consent by the CITY. The CITY shall grant such consent i f dis closure is legally required. All such w ritten products shall be re turned to the CITY upon the termination or expiration of th is Agreement. The CONSULTANT agrees that the covenants contained in this Section shall survive the expiration or termination of this Agreement.
SECTION 6. EXTRA SERVICES.
No extra services over and above the Compensation shall be rendered by the CONSULTANT under this Agreement unless such extra services first shall have been duly authorized in writing by the CITY’s City Manager (the “City Manager”).
SECTION 7. CITY SUPERVISION.
The City Manager shall have the right of general supervision of all work performed by the CONSULTANT and shall be the CITY ’s agent with respect to obtaining the CONSULTANT’s compliance hereunder. No payment for services rendered under this Agreement shall be made without the prior approval of the City Manager.
SECTION 8. TERMINATION.
In the event that either Party hereto fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, the non -defaulting party shall give the defaulting party written notice of the default, the natur e of the default, and of the steps necessary to cure the default.
a. Termination for Cause . In the event that any of the provis ions of the Agreement are violated by either party, the non -defaulting Party may terminate the Agreement by serving written notice upon the other Party, listing the violation(s) and its intent to terminate such Agreement unless within ten (10) days after t he serving of such notice, such violation shall cease or be rectified, t he contract shall upon the expiration of an additional thir ty (30) days cease and terminate. Violations by the CONSULTANT which cannot be corrected within ten (10) days, said contract shall at the option of the C ITY cease and terminate upon the giving of like notice. In the event of any such termination for default by the CONSULTANT, the CITY may take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of the CONSULTANT. The CONSULTANT and his sureties shall be liable to the C ITY for any excess cost occa sioned in the event of any such termination. This change shall not be construed to prevent the termination, for other causes authorized by law or other provisions of this contract.
In the event of a termination for cause, the CONSULTANT shall only be entitled to the Compensation for those Professional Services satisfactory performed on or before the effective date of termination.
PROFESSIONAL SERVICES AGREEMENT NO. 4171
b. Termination for Convenience. T he CITY shall have the option, at its sole discretion and without cause, to terminate this Agreement in whole, or in part, by giving ten ( 30) business days’ written notice to the CONSULTANT. Upon the termination of this Agreement as provided herein, the CITY shall provide to the CONSULTANT the part of Compensation which would otherwise be payable to the CONSULTANT for services the CONSULTANT had completed as of the date of termination, less the amount of all previous paym ent w ith respect to the Compensation. Further, upon such a termination for convenience by the CITY, the Parties agree that the CONSULTANT shall be reimbursed for any “non - refundable” costs that the CONSULTANT has incurred for its services under t his Agreement, provided that: (1) such “non - refundable” costs were incurred by the CONSULTANT prior to the date of termination, and (2) that the CONSULTANT provides the CITY with adequate proof that the CONSULTANT incurred the costs, and is unable to be seek a refund for such costs. Such “non-refundable” costs may include, but are not limited to, travel reservations incurred by the CONSULTANT for its performance of services under this Agreement. The CONSULTANT agrees to cease all work under this Agreement on or before the effective date of any notice of termination.
SECTION 9. EMPLOYMENT OF CITY EMPLOYEES.
No regular employee of the CITY shall be employed by the CONSULTANT during the term of this Agreement.
SECTION 10. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES.
No official or employee of the CITY shall be personally liable to the CONSULTANT in the event of any default or bre ach by the CITY, or for any amount which may become due to the CONSULTANT.
SECTION 11. INDEPENDENT CONSULTANT.
a. The CONSULTANT is and shall, at all times, remain as to the CITY a wholly independent consultant. Neither the CITY nor any of its elected officials, officers, employees, or agents shall have control over the conduct of the CONSULTANT except as expressly set forth in this Agreement. The CONSULTANT shall not at any time or in any manner r epresent that he or she is in any manner an elected official, officer, employee, or agent of the CITY. No employee benefits shall be available to the CONSULTANT in connection with the performance of this Agreement. Except as provided in this Agreement, the CITY shall not pay salary, wages, or other compensation to the CONSULTANT for performance hereunder for the CITY, the CITY shall not be liable for compensation to the CONSULTANT, the CONSULTANT’s employees or the CONSULTANT’s subconsultants for injury or sickness arising out of performing services hereunder.
b. The parties further acknowledge and agree that nothing in this Agreement shall create or be construed to crea te a partnership, joint venture, employment relationship or any other relationship except as set forth in this Agreement.
c. The CITY shall not deduct from the Compensation paid to the CONSULTANT any sums required for Social Security, withholding taxes, FICA , state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter en acted or required as a charge or PROFESSIONAL SERVICES AGREEMENT NO. 4171
withholding on the compensation paid to the CONSULTANT. The CITY shall have no responsibili ty t o provide the CONSULTANT, its employees or sub consultants with workers’ compensation insurance or any other insurance.
SECTION 12. CALPERS ANNUITANTS AND ELIGIBILITY INDEMNITY.
a. If the CONSULTANT is a California Public Employees’ Retirement System (“CalPERS”) annuitant, the CONSULTANT must provide the City with written notification of such fact a minimum of 14 calendar days prio r to commencement of services under this Agreement. Failure to provide such notification may result in termination of the Agreement, and any penalties or other costs relating thereto shall be borne by the CONSULTANT. If this Agreement remains in place, the CONSULTANT shall execute any amendment(s) to this Agreement requested by the City in order to comply with all laws and reg ulations applicable to CalPERS annuitants.
b. In the event that the CONSULTANT or any employee, agent, or subconsultant of the CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the CITY, the CONSULTANT shall indemnify, defend, and hold harmless the CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of the CONSULTANT or its emplo yees, agents, or sub consultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the CITY.
c. Notwithstanding any other agency, state or federal policy, rule, regulation, law or o rdinance to the contrary, the CONSULTANT and any of its employees, agents, and subconsultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by the CITY, including but not limited to e ligibility to enroll in PERS as an employee of the CITY and entitlement to any contribution to be paid by the CITY for employer contribution and/or employee contributions for PERS benefits.
SECTION 13. LEGAL RESPONSIBILITIES.
The CONSULTANT shall at all times observe and comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local governments including, but not limited to the Montebello Municip al Co de. The CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in equity occasioned by failure of the CONSULTANT to comply with this section.
SECTION 14. INDEMNIFICATION.
The CONSULTANT agrees to, and shal l de fend, indemnify, protect and hold harmless, the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers from and against any and all claims, demands, lawsuits, defense costs, civil, penalties, expenses, causes of a ction, and judgments at law or in equity, or liability of any kind or na ture which the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deat hs of persons, or damage to property arising out of the CONSULTANT’s negligent or wrongful act, or omission PROFESSIONAL SERVICES AGREEMENT NO. 4171
under the terms of this Agreement, except only liability arising out of the sole negligence of the CITY.
SECTION 15. INSURANCE COVERAGE.
a. During the term of this Agreement, the CONSULTANT shall carry, maintain, and kee p in full force and effect insurance against claims for dea th or injuries to persons or damages to property that may arise from or in connection with CONSULTANT’s performance of this A greement. Such insurance shall be of the types and in the amounts as set forth below:
• Commercial General Liability (CGL) : Insu rance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including pr oducts-completed operations, personal injury, and advertising injury, with limits no les s than $2,000,000 per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.
• Automobile Liability Insurance: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if CONSULTANT has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
• Worker's Compensation insurance as required by the laws of the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
• Professional Li ability insurance appropriate to the CONSULTANT’S profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
b. If the CONSULTANT maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT.
c. The CONTACTOR shall require each of its sub consultants, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.
d. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a current rating of at least A:VII in the latest edition of Best's Insurance Guide.
e. Each insurance policy required above shall state that coverage shall not be canceled, except after thirty (30) days’ prior written notice (ten [10] days for non- payment) has been given to the CITY. The CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect the CITY may either (i) immediately term inate this Agreement for Cause ; or (ii) take out the necessary insurance and pay, at the CONSULTANT’s expense, the premium thereon.
f. Evidence of Insurance prior to commencement . The Contractor shall provide to the C ITY Certificate(s) of Insurance evidencing such coverage together PROFESSIONAL SERVICES AGREEMENT NO. 4171
with copies of the required policy endorsements no later than five (5) business days prior to commenc ement of service and at least fifteen (15) business days prior to the expiration of any policy. Unreasonable failure to provide such evidence may be cause for term ination of the Agreement as provided herein or delay the services’ commencement date. The evidence of insurance shall be U.S. mail or email to:
City of Montebello
Attn: Risk Manager
1600 West Beverly Boulevard
Montebello, CA 90640
Email: [email protected]
Coverage shall not be sus pended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30 ) days prior written notice thereof given by the insurer to the CITY by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided.
g. Evidence of Insurance during the entire term of the Agreement . At all times during the term of this Agreement, the CONSULTANT shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming the CITY as an additional insured. The CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate(s).
h. The CONSULTANT shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such pr oof will be furnished at least two (2) weeks prior to the expiration of the coverages.
i. The general liability and automobile polic ies of insurance required by this Agreement shall contain an endorsement naming the CITY, its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to the CITY. The CONSULTANT agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endea vor” with regard to any notice provisions.
j. The insurance provided by the CONSULTANT shall be primary to any coverage available to the CITY. Any insurance or self -insurance maintained by the CITY, its officers, employees, agents, or volunteers, shall be in excess of CONSULTANT’s insurance and shall not contribute with it.
k. All insurance coverage provided pursuant to this Agreement shall not prohibit the CONSULTANT, and CONSULTANT’s employees, agents or subconsultants, from waiving the right of subrogation p rior to a loss. The CONSULTANT hereby waives all rights of subrogation against the CITY.
l. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, the CONSULTANT shall either reduce or PROFESSIONAL SERVICES AGREEMENT NO. 4171
eliminate the deductibles or self -insured retentions with respect to the CITY, or the CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
m. Procurement of insurance by the CONSULTANT shall not be construed as a limitation of the CONSULTANT'S liability or as full performance of CONSULTANT’s duties to indemnify, hold harmless and defend under the indemnity covenants of this Agreement.
SECTION 16. SUBCONTRACT, ASSIGNMENT OR DELEGATION.
The CONSULTANT shall not subcontract, delegate, or assign it s duties or rights hereunder, either in whole or in part, without the prior written consent of the CITY.
Any proposed subcontract, delegation, or assignment shall pro vide a description of the services to be covered, identification of the proposed sub-consultant, delegee, or assignee, and an explanation of why and how the same was selected, including the degree of competition involved.
Any subcontract, delegation or assignment shall be made in the name of the CONSULTANT and shall not bind or purport to bin d the CITY and shall not release the CONSULTANT from any obligations under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegees or sub-consultants. No such subcontract, dele gation or assignment shall result in any increase in the amount of total compensation payable to the CONSULTANT under the Agreement.
SECTION 17. NO WAIVER.
Waiver by any party hereto of any term, condition or covenant of this Agreement shall not constitute the waiver of any other term, condition, or covenant hereof.
SECTION 18. DISPUTE RESOLUTION; GOVERNING LAW.
Disputes regarding the interpretation or application of any provision(s) of this Agreement shall, to the extent reasonably feasible, be resolv ed through good faith negotiations be tween the Parties. If any action at law or in equity is brought to enforce this Agreement or because of alleged dispute, breach, default or misrepresentation in connection with the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, expert fees, costs and necessary disbursements incurred in that action or proceeding, in addition to such other relief as may be sought and awarded. The venue for any litigation shall be County of Los Angeles, Cali fornia. The Parties agree that the covenants contained in this Section shall survive the expiration or termination of this Agreement.
SECTION 19. ATTORNEY’S FEES AND COSTS.
If litigation is reasonably required to enf orce or interpret the provisions of t his Agreement, the prevailing party in such litigation shall be entitled to an award of reasonable attorney's fees and costs in ad dition to any other relief to which it may be entitled.
SECTION 20. WARRANTIES.
PROFESSIONAL SERVICES AGREEMENT NO. 4171
Each of the parties represents and warrants to one another as follows:
a. It has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement;
b. In executing this Agreement, it has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement , representation, or promise of any other party, or any other person or entity, not expre ssly set forth herein, nor upon the f ailure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever; and
c. It is agreed that each party has the full right and authority to enter into this Agreement, and that the pe rson executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to th e provisions of this Agreement.
SECTION 21. MISCELLANEOUS.
a. The descriptive paragraph h eadings of this Agreement are include d for purposes of convenience only and shall not control or affect the construction of interpretation of any of its provisions.
b. Whenever the context hereof shall so require, the singular shall include the plural, the m ale gender shall include the female g ender, and the neuter and vice versa.
c. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegal ity, or unenforceability shall not af fect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.
d. The representations and warranties made by the parties to this Agreement shall survive the consummation of the transaction herein described.
e. This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of an y other document or agreement referre d to herein, or copy or counterpart thereof, delivered by facsimile transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signature appears in the facsimile and shall be binding u pon such party in the same manner as though an originally signed copy had been delivered.
f. Each of the parties acknowledges t hat it has been represented by independent counsel of its own choosing, or if it has not been so represented, it has b een admonished to obtain independent counsel and has freely and voluntarily waived and relinquished the right to counsel. Each party who has not obtained independent counsel acknowledges that the fa ilure to have independent legal counsel will not excuse such party’s failure to perform under this Agreement or any agreement referred to in this Agreement.
PROFESSIONAL SERVICES AGREEMENT NO. 4171
SECTION 22. NOTICE.
All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclus ively shall be deemed served when delivered via e- mail (an “Electronic Notice” as further defined below), personally or on the second (2nd) business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addresse d as hereinafter provided. All notices, demands, requests, or approvals hereunder shall be given to the following addresses or such other addresses as the Parties may designate by written notice:
If to CITY: City of Montebello
Attn: Raul Alvarez, City Manager
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-1200
Email: [email protected]
With a copy to: City of Montebello – Administration
Attn: Kimberly Guillen, Senior Deputy City Clerk
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-1200 ext. 359
Email: [email protected]
If to Consultant: Consultant Name
Attn: ___________________
Address
City, CA #####
(###) ###-####
Email
An electronic communication (“ Electronic Notice”) shall be deemed written notice for purposes of this section if sent to the electronic mail address specifi ed above.
Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entit led to receive the notice on p aper, in a nonelectronic form.
SECTION 23. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYER.
In the performance of this Agreement, the CONSULTANT shall not discriminate against any employee, sub-consultant, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, mental condition or sexual orientation. The CONSULTANT will take affirmative action to ensur e that sub- consultant and appl icants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.
SECTION 24. CONFLICT OF INTEREST.
The CONSULTANT covenants that it presently has no interest and shall not PROFESSIONAL SERVICES AGREEMENT NO. 4171
acquire any interest, direct or indirect, which may be affected by the services to be performed by the CONSULTANT under t his Agreement, or wh ich would conflict in any manner with the performance of its services hereunder. The CONSULTANT further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, the CONSULTANT shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this Agreement.
The CONSULTANT covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to the 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 the CONSULTANT. The CONSULTANT's covenant under this section shall survive the termina tion of this Agreement.
SECTION 25. ENTIRE AGREEMENT.
This Agreement contains the entire understanding between the CITY and the CONSULTANT. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Sub sequent modifications to this Agreement shall be effective only if in writing and signed by each party. If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable , the remaining provisions of this Agreement shall be valid and binding.
[SIGNATURE PAGE TO FOLLOW]
PROFESSIONAL SERVICES AGREEMENT NO. 4171
IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above.
(“CITY”) (“CONSULTANT”)
CITY OF MONTEBELLO CONSULTANT NAME
Raul Alvarez, City Manager Full Name, Title
ATTEST:
Christopher Jimenez, City Clerk
APPROVED AS TO FORM:
Arnold M. Alvarez-Glasman, City Attorney
EXHIBITS:
• Exhibit A - Contractor’s Proposal
EXHIBIT “A”
Contractor’s Proposal