CITY OF MONTEBELLO
ITEM NO. 15 – AMENDED ATTACHMENT A
AGREEMENT NO. 4394 – PROFESSIONAL SERVICES AGREEMENT WITH
LINCOLN TRAINING CENTER
CITY OF MONTEBELLO
PROFESSIONAL SERVICES AGREEMENT NO. 4394
WITH LINCOLN TRAINING CENTER
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into on August 27, 2025 (“Effective Date”) , by and between the CITY OF MONTEBELLO, a California municipal corporation ( the “CITY”) and LINCOLN TRAINING CENTER (the “CONTRACTOR”). The CITY and the CONTRACTOR are sometimes referred to herein individual as the “Party,” and jointly as the “Parties.”
RECITALS
WHEREAS, the CITY d esires to retain a pr ofessional contractor to provide citywide custodial services; and
WHEREAS, the City Council has selected CONTRACTOR pursuant to Montebello Municipal Code Section 3.20.050(D); and
WHEREAS, the CONTRACTOR 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
WHEREAS, the CITY evaluated the responses and determined that the CONTRACTOR will meet the requirements in a satisfactory manner.
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 above-referenced Recitals constitute a material part hereof and shall hereby be incorporated 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:
a. This Agreement and its Exhibits, including any and all addenda or supplemental agreements.
b. All other documents, including but not limited to all applicable bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits.
B. These documents 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. All terms, conditions, requirements, and provisions of the services and contractor’s responses, as such is set forth fully in Exhibit “A” hereto, are hereby incorporated fully herein by this reference and shall be binding on the Parties. To the extent of a conflict between the terms of this Agreement and that set forth in any exhibits or attachments hereto, the terms of this Agreement shall govern.
PROFESSIONAL SERVICES AGREEMENT NO. 4394
B. The CONTRACTOR shall provide to the CITY all labor, equipment, materials and incidental necessary to provide services, as such is set forth fully in Exhibit “A ” hereto and incorporated fully herein by this reference (hereinafter “Professional Services”).
C. The CONTRACTOR shall be compensated for performance of the Professional Services as set forth in the Schedule of Compensation attached hereto as Exhibit “B” and incorporated fully herein by this reference (“Compensation”). The CONTRACTOR shall provide an itemized billing statement to the CITY each quarter for Professional Services performed.
The CONTRACTOR 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 on June 30, 2028 , unless terminated earlier as hereinafter provided. This Agreement may be extended for two (2), one (1) year periods through, with mutual agreement from both parties. 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 CONTRACTOR shall at all times, faithfully, competently, and to the best of its ability, experience, and talent, perform all tasks described herein.
b. The CONTRACTOR shall employ, at a minimum, generally accepted standards and practices utilized by companies engaged in providing similar services, as a re required of Contractor hereunder, in meeting its obligations under this Agreement.
c. The CONTRACTOR shall be knowledgeable of a nd su bject to a ll CITY ord inances, rules and regulations, standard operating procedures, and the supervisory chain of command.
d. The CONTRACTOR shall have the right to retain, subject to t h e CITY's approval, additional individuals, contractors or subcontractors to assist in the completion of services as herein defined. Compensation for additional individuals, contractors or subcontractors shall be the sole and exclusive responsibility of the CONTRACTOR.
e. The CONTRACTOR shall retain all original reports, field and office notes, correspondence, calculations, maps, and other documents specifically related to the services provided by the CONTRACTOR pursuant to this Agreement, other than d ocuments which are exempt from disclosure 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 CONTRACTOR hereby agrees that all work product produced pursuant 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 said work product shall be retained by the CITY.
PROFESSIONAL SERVICES AGREEMENT NO. 4394
b. All data, documents, discussion, or other information developed or received by the CONTRACTOR or provided for performance of this Agreement are d eemed confidential and shall not be disclosed by the CONTRACTOR without prior written consent by the CITY. The CITY shall grant such consent if disclosure is legally required. All such w ritten products shall be returned to the CITY u pon the termination or expiration of this Agreement. The CONTRACTOR 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 CONTRACTOR under this Agreement u nless 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 p erformed by the CONTRACTOR and shall be the CITY’s agent with respect to obtaining the CONTRACTOR’s compliance hereunder. No payment for services rendered under this Agreement shall be made without the prior approval of this agreement by the City Manager.
SECTION 8. TERMINATION.
In the event that either Party h ereto fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, the non-defaulting party sh all give the defaulting party written notice of the default, the nature of the default, a nd of the steps necessary to cure the default.
a. Termination for Cause . In the event that any of the provisions 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 the serving of such notice, such violation shall cease or be rectified, the contract shall upon the expiration of an additional thirty (30) days cease and terminate. Violations by the CONTRACTOR 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 CONTRACTOR, the C ITY may take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of the CONTRACTOR. The CONTRACTOR and his sureties shall be liable to the C ITY for any excess cost occasioned 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 CONTRACTOR shall only be entitled to the Compensation for those Professional Services satisfactory performed on or before the effective date of termination.
b. Termination for Convenience . T he CITY shall have the option, at its sole d iscretion and without cause, to terminate this Agreement in whole, or in part, by giving thirty (30) business days’ written notice to the CONTRACTOR. Upon the termination of this Agreement as provided herein, the CITY shall provide to the CONTRACTOR the part of Compensation which would otherwise be payable to the CONTRACTOR for services the CONTRACTOR had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by the CITY, the Parties agree that the CONTRACTOR shall be reimbursed for any “non-refundable” costs that the PROFESSIONAL SERVICES AGREEMENT NO. 4394
CONTRACTOR has incurred for its services under this Agreement, provided that: (1) such “non- refundable” costs were incurred by the CONTRACTOR prior to the date of termination, and (2) that t h e CONTRACTOR provides the CITY with adequate pro of that the CONTRACTOR 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 CONTRACTOR for its performance of services under this Agreement. The CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR in the event of any default or breach by the CITY, or for any amount which may become d ue to the CONTRACTOR.
SECTION 11. INDEPENDENT CONTRACTOR.
a. The CONTRACTOR is and sha ll, at all times, remain as to the CITY a wholly independent contractor. Neither the CITY nor any of its elected officials, officers, employees, or agents shall have control over the conduct of the CONTRACTOR except as expressly set forth in this Agreement. The CONTRACTOR shall not at any time or in any manner represent that he or she is in a ny manner an elected official, officer, employee, or agent of the CITY. No employee benefits shall be available to the CONTRACTOR 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 CONTRACTOR for performance hereunder for the CITY, the CITY shall not be liable for compensation to the CONTRACTOR, the CONTRACTOR’s employees or the CONTRACTOR’s subcontractors for injury or sickness arising out of performing services hereunder.
b. The parties further acknowledge and agree that nothing in this Agreement sh all create or be construed to create a partnership, joint venture, employment relationship or a ny other relationship except as set forth in this Agreement.
c. The CITY shall not deduct from the Compensation paid to t he CONTRACTOR 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 enacted or required as a charge or withholding on the compensation paid to the CONTRACTOR. The CITY shall have no responsibility to p rovide the CONTRACTOR, its employees or subcontractors with workers’ compensation insurance or any other insurance.
SECTION 12. CalPERS ANNUITANTS AND ELIGIBILITY INDEMNITY.
a. If the CONTRACTOR is a California Public Employees’ Retirement System (“CalPERS”) annuitant, the CONTRACTOR must provide the City with written notification of such fact a minimum of 14 calendar days prior 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 CONTRACTOR. If this PROFESSIONAL SERVICES AGREEMENT NO. 4394
Agreement remains in place, the CONTRACTOR shall execute any amendment(s) to this Agreement requested by the City in order to comply with all laws and regulations applicable to CalPERS annuitants.
b. In the event that the CONTRACTOR or any employee, agent, or subcontractor of the CONTRACTOR 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, t he CONTRACTOR shall indemnify, defend, and hold harmless the CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of t h e CONTRACTOR or its emp loyees, agents, or subcontractors, 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 ordinance to the co ntrary, the CONTRACTOR and any of its employees, a gents, a nd subcontractors 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 t h e CITY, including but not limited to eligibility to enroll in PERS as an employee of the CITY and entitlement to any contribution to be paid by t h e CITY for employer contribution and/or employee contributions for PERS benefits.
SECTION 13. LEGAL RESPONSIBILITIES.
The CONTRACTOR 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 Municipal Code. The CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in e quity occasioned by failure of the CONTRACTOR to comply with this section.
SECTION 14. INDEMNIFICATION.
The CONTRACTOR agrees to, and shall d efend, indemnify, protect a nd hold h armless, the CITY, its elected and appointed boards, officers, officials, employees, a gents and volunteers from and against any a nd all claims, demands, lawsuits, d efense costs, civil, penalties, expenses, causes of action, and judgments at law or in equity, or liability of any kind or nature which the CITY, its elected and appointed b oards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property arising out of t h e CONTRACTOR’s negligent or wrongful act, or omission 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 CONTRACTOR shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with CONTRACTOR’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including products-completed o perations, personal injury, and a dvertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit a pplies, the limit PROFESSIONAL SERVICES AGREEMENT NO. 4394
shall be twice the required occurrence limit.
Automobile Liability Insurance: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if CONTRACTOR 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 L imits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
Professional Liability insurance appropriate to the CONTRACTOR’S profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
b. If the CONTRACTOR maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR.
c. The CONTACTOR shall require each of its subcontractors, 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 CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect the CITY may either (i) immediately terminate this Agreement for Cause; or (ii) take out the necessary insurance and pay, at the CONTRACTOR’s expense, the premium thereon.
f. Evidence of Insurance prior to commencement . The Contractor shall provide to the CITY Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements no later than five (5) business days prior to commencement 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 termination 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]
g. Coverage shall not be suspended, 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.
h. Evidence of Insurance during the entire term of the Agreement. At all times during PROFESSIONAL SERVICES AGREEMENT NO. 4394
the term of this Agreement, the CONTRACTOR 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 CONTRACTOR shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate(s).
i. The CONTRACTOR shall provide proof that p olicies of insurance required h erein expiring during the term of this Agreement have been renewed or replaced with other policies pro viding at least the same coverage. Such pro of will be furnished at least two (2) weeks prior to the expiration of the coverages.
j. The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming the CITY, its officers, employees, agents and volunteers as additional insured’s. All of the policies required u nder this Agreement shall co ntain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to the CITY. The CONTRACTOR 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 “endeavor” with regard to any notice provisions.
k. The insurance provided by the CONTRACTOR 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 CONTRACTOR’s insurance and shall not contribute with it.
l. All insurance coverage pro vided pursuant to this Agreement shall not prohibit the CONTRACTOR, and CONTRACTOR’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. The CONTRACTOR hereby waives all rights of subrogation against the CITY.
m. Any d eductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, the CONTRACTOR shall e ither reduce or eliminate the deductibles or self-insured retentions with respect to the CITY, or the CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
n. Procurement of insurance by the CONTRACTOR shall not be construed as a limitation of the CONTRACTOR'S liability or as full performance of CONTRACTOR’s duties to indemnify, hold harmless and defend under the indemnity covenants of this Agreement.
SECTION 16. SUBCONTRACT, ASSIGNMENT OR DELEGATION.
The CONTRACTOR shall not subcontract, delegate, or assign its d uties or rights h ereunder, either in whole or in part, without the pri or written co nsent of the CITY. Any propos ed subcontract, delegation, or assignment shall provide a description of the services to be covered, identification of the proposed sub-contractor, 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 CONTRACTOR and shall not bind or purport to bind the CITY and shall not release the CONTRACTOR from any obligations under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, d elegees or sub-contractors. No such subcontract, delegation or assignment shall result in any increase in the amount of total compensation payable to the CONTRACTOR under the Agreement.
PROFESSIONAL SERVICES AGREEMENT NO. 4394
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 e xtent reasonably feasible, be resolved through good faith n egotiations between 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 a nd necessary d isbursements 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, California. 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 enforce or interpret the provisions of this Agreement, the prevailing party in such litigation shall be entitled to an award of reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.
SECTION 20. WARRANTIES.
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 expressly set forth herein, nor upon the failure 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 person executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to the provisions of this Agreement.
SECTION 21. MISCELLANEOUS.
a. The descriptive paragraph headings of this Agreement are included 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 male gender shall include the female gender, and the neuter and vice versa.
c. In case any one or more of the provisions contained in this Agreement shall for any reason PROFESSIONAL SERVICES AGREEMENT NO. 4394
be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect 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 any other document or agreement referred 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 upon such party in the same manner as though an originally signed copy had been delivered.
f. Each of the parties acknowledges that it has been represented by independent counsel of its own choosing, or if it has not been so represented, it has been 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 failure 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.
SECTION 22. NOTICE.
All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively sh all be deemed served when delivered via e-mail (an “ Electronic Notice” as further defined below), personally or on the second (2nd) business day af ter the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed 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 – City Clerk’s Office 1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887 – 1200
Email: [email protected]
If to Contractor: Lincoln Training Center
Attention: Casey Richards
Address: 2643 Loma Avenue
South El Monte, CA 91733
Phone: (626) 636-2553
Email: [email protected]
An electronic communication (“ Electronic Notice ”) shall be deemed written notice for purposes of this section if sent to the electronic mail address specified above. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives PROFESSIONAL SERVICES AGREEMENT NO. 4394
verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form.
SECTION 23. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYER.
In the performance of this Agreement, the CONTRACTOR shall not discriminate against any employee, sub-contractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, mental co ndition or sexual orientation. The CONTRACTOR will take affirmative action to ensure that sub-contractor and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, se x, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.
SECTION 24. CONFLICT OF INTEREST.
The CONTRACTOR 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 the CONTRACTOR under this Agreement, or which would conflict in any manner with the performance of its services h ereunder. The CONTRACTOR further co venants that, in performance of this Agreement, no person having any such interest shall be employed by it.
Furthermore, the CONTRACTOR 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 CONTRACTOR covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to t h e 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 CONTRACTOR. The CONTRACTOR's covenant under this section shall survive the termination of this Agreement.
SECTION 25. ENTIRE AGREEMENT.
This Agreement contains the entire understanding between the CITY and the CONTRACTOR.
Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent 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.
SECTION 26. EXTENSION TO OTHER PUBLIC AGENCIES
Unless otherwise specified in writing, the CONTRACTOR agrees that the prices, terms, and conditions identified in the Proposal (Exhibit “A”) and Agreement may be extended to other governmental agencies at the mutual agreement of both the public agency and awarded CONTRACTOR. All requirements of the specifications, purchase orders, invoices, and payments with other agencies shall be directly with the CONTRACTOR. CONTRACTOR acknowledges and agrees to the extension of these contract terms to other governmental agencies conditioned upon the agreement of the CONTRACTOR with the governmental agency. This provision in no way guaranteed that the CONTRACTOR will agree to enter into a contract with a governmental agency pursuant to this Section.
[SIGNATURE PAGE TO FOLLOW]
PROFESSIONAL SERVICES AGREEMENT NO. 4394
IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above.
(“CITY”) (“CONTRACTOR”)
CITY OF MONTEBELLO LINCOLN TRAINING CENTER
Raul Alvarez, City Manager Casey Richards, Director
ATTEST:
Kimberly Guillen, Senior Deputy City Clerk
APPROVED AS TO FORM:
Arnold M. Alvarez-Glasman, City Attorney
EXHIBITS:
• Exhibit A – Proposal
• Exhibit B – Schedule of Compensation
• Exhibit C – Live Scan Fingerprinting Requirement
Exhibit A
Exhibit “B”
SCHEDULE OF COMPENSATION
• FY 2025-26 $620,551.26 (Pro-rated: 10/1/2025 to 6/30/2026) • FY 2026-27 $827,401.68
• FY 2027-28 $827,401.68
• FY 2029-30 Extension*: $852,223.73
• FY 2030-31 Extension*: $877,790.44
*Optional should City decide to extend the initial three (3) year term by either or both of the two (2) one-year extensions.
Exhibit “C”
LIVE SCAN FINGERPRINTING REQUIREMENT
The CONTRACTOR may be required to successfully pass a Department of Justice fingerprinting background check (“Live Scan”) performed by a certified fingerprinting service provider or at the City of Montebello Police Department.
The CONTRACTOR shall be responsible for obtaining the Live Scan for its staff and shall bear the cost thereof. The agency completing the fingerprints must provide the City of Montebello Human Resources with the background check results and subsequent records for review. The CONTRACTOR may be required to obtain a “Temporary Contractor’s Badge” issued by the City of Montebello Human Resources prior to performing work on-site.