2200 - Theresa St. Peter - Support Services to Complete a Classification and Compensation Survey for the City and as Needed Assistance with Other Special Human Resources ProjectsPROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this this 30th day of June, 2021
(Effective Date) by and between the City of Rosemead, a municipal organization
organized under the laws of the State of California with its principal place of business at
8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Theresa St. Peter
("Consultant") address on file with the City. City and Consultant are sometimes
individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that she is experienced in providing
professional services relating to human resources to public clients.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the
City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional human resources services
necessary for the City, herein referred to a "Services". CONSULTANT will work on
projects including the review of Administrative Policies and Procedures in the operations
of the Human Resources Division, The consultant will update and/or create needed
Policies. The consultant will conduct negotiations with City employees related to salary
and benefits. The consultant will review MOU and draft language or policy. The
consultant will perform an organizational assessment of the Human Resources Division;
and provide other special project consulting services as directed by the City Manager.
All Services shall be subject to, and performed in accordance with, this Agreement, any
exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be for a two (2) year time
period from the execution date, unless earlier terminated as provided herein.
Consultant shall complete the Services within the term of the Agreement, and shall
meet any other established shcedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule,
City shall respond to Consultant's submittals in a timely manner. Upon request of City,
Consultant shall provide a more detailed schedule of anticipated performance to meet
the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon written approval of
City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City.
3.2.5 City's Representative. The City hereby designates the City
Manager, or his or her designee, to act as its representative for the performance of this
Agreement ("City's Representative"). City's Representative shall have the power to act
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on behalf of the City for all purposes under this Agreement. Consultant shall not accept
direction or orders from any person other than the City's Representative or his or her
designee.
3.2.6 Consultant's Representative. Consultant will designate to act as its
representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have full authority to represent and act on behalf of
the Consultant for all purposes under this Agreement. The Consultant's Representative
shall supervise and direct the Services, using his/her best skill and attention, and shall
be responsible for all means, methods, techniques, sequences and procedures and for
the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services: Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services.
Consultant warrants that all employees and subcontractors shall have sufficient skill and
experience to perform the Services assigned to them. Finally, Consultant represents
that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including
a City Business License, and that such licenses and approvals shall be maintained
throughout the term of this Agreement. As provided for in the indemnification provisions
of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions
which are caused by the Consultant's failure to comply with the standard of care
provided for herein.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Insurance. Consultant shall maintain prior to the beginning
of and for the duration of this Agreement insurance coverage as specified in Exhibit A
attached to and part of this agreement.
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3.2.11 Safety. Contractor shall execute and maintain its work so as
to avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety
of employees appropriate to the nature of the work and the conditions under which the
work is to be performed.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rate
of $85.00 per hour and shall not exceed Thirty Thousand Dollars ($30,000.00). Extra
Work may be authorized in writing, as described below, and will be compensated at the
rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing
periods, as appropriate, through the date of the statement. City shall, within 45 days of
receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from
the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
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effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished
Documents/ Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
Theresa St. Peter (on file with City Clerk)
CITY:
City of Rosemead
8838 E. Valley Boulevard
Rosemead, CA 91770
Attn: City Manager
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or
works of authorship fixed in any tangible medium of expression, including but not limited
to, physical drawings or data magnetically or otherwise recorded on computer diskettes,
which are prepared or caused to be prepared by Consultant under this Agreement
("Documents & Data"). Consultant shall require all subcontractors to agree in writing
that City is granted a non-exclusive and perpetual license for any Documents & Data
the subcontractor prepares under this Agreement. Consultant represents and warrants
that Consultant has the legal right to license any and all Documents & Data. Consultant
makes no such representation and warranty in regard to Documents & Data which were
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prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at
any time, provided that any such use not within the purposes intended by this
Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
the related industry shall be deemed confidential. Consultant shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorney's fees and all costs of such action.
3.5.6 Indemnification. To the fullest extent permitted by law, Consultant
shall defend, indemnify and hold the City, its officials, officers, employees, volunteers
and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any
such suit, action or other legal proceeding. Consultant shall reimburse City and its
directors, officials, officers, employees, agents and/or volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials officers,
employees, agents or volunteers.
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3.5.7 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
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3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. Consultant further agrees to file, or shall cause its
employees or subconsultants to file, a Statement of Economic Interest with the City's
Filing Officer as required under state law in the performance of the Services. For
breach or violation of this warranty, City shall have the right to rescind this Agreement
without liability. For the term of this Agreement, no member, officer or employee of City,
during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be
limited to, all activities related to initial employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination. Consultant shall also
comply with all relevant provisions of City's Minority Business Enterprise program,
Affirmative Action Plan or other related programs or guidelines currently in effect or
hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
[Signatures on next page]
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CITY OF ROSEMEAD THERESA ST. PETER
B:CA
loria Molleda, City Manager
Attest:
r
City Clerk
Approved as to Form;
Rachel Richman
City Attorney
-PROFESSIONAL SERVICES. AGREEMENT
This Agreement is made and entered into this this 30th day of June, 2020
(Effective Date) by and between the City of Rosemead, a municipal organization
organized under the laws of the State of California with its principal place of business at
8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Theresa St. Peter
("Consultant") :address on file with the City; City .and Consultant are sometimes
individually referred to herein as "Party" and collectively as "Parties."
2. -RECITALS.
Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that she is experienced in providing
professional services .relating .to. human _resources to .public clients.
3. TERMS.
3.1 Scope of Services and Term.
3. 1.1 General Scope of Services. Consultant promises and agrees to furnish to the
City all labor, materials, tools, equipment, services, and incidental and customary work
;necessary to fully and adequately supply the professional human resources .services
necessary for the City, herein referred to a Services". CONSULTANT will work on
projects including the review of Administrative Policies and Procedures in the operations
of the Human Resources Division, The consultant will update andlor create needed
Policies. The consultant will conduct negotiations with City employees related to salary
and benefits. The consultant will review NIOU and draft language or policy. The
;consultant will perform an organizational assessment of the Human Resources Division.
Page 2 of X1 O
All Services shall be subject to, and performed in accordance with, this Agreement, any
exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations_
3.1.2 Term. The term of this Agreement shall be for a one (1) year time
period from the execution date, unless earlier terminated as provided herein.
Consultant shall complete the Services within the term of the Agreement, and shall
meet any other established shcedules and deadlines.
i
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods. and details of performing the Services. subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule,
City shall respond to Consultant's submittals in a timely manner. Upon request of City,
Consultant shall provide a more detailed schedule of anticipated performance to meet
the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Shouldone or more of such personnel become unavailable, Consultant
may substitute .other personnel of at least equal competence upon written approval of
City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative,, incompetent,, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
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the request of the City.
3.2.5 City's- Representative. The City hereby designates the City
Manager, or his or her designee, to act as its representative for the performance of this
;Agreement ("City's Representative"), City's Representative shall ha
ve the power to -act
on behalf of the City for all purposes under this Agreement. Consultant shall not accept
direction or orders from any person other than the City's Representative or his or her
designee.
3.2.6 Consultant's Representative. Consultant will designate to act as its
representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have full authority to represent and act on behalf of
the Consultant for all purposes under this Agreement. The Consultant's Representative
shall supervise and direct the Services, using his/her best skill- and attention, and shall.
be responsible for all means, methods, techniques, sequences and procedures and for
the satisfactory coordination of all portions of the Servi-ces under this Agreement.
3.2.7 Coordination of Services: Consultant agrees to work closely with
`City staff in the performance. of. Services. and. shall. be. available to. City's, staff,
consultants and' other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees: Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being. employed by professionals
'in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services.
Consultant warrants that all employees and subcontractors -shall have sufficient skill and
experience to perform the Services assigned to them. Finally, Consultant represents
'that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including
a City Business License, and that such licenses and approvals shall be maintained
throughout the term of this Agreement. As provided for in the indemnification provisions
,of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City,, any services necessary to correct errors or omissions
which are caused- by the Consultant's failure to comply with the standard of care
provided for herein.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner- affecting the .performance of the Project or the Services, including all CaVOSH- A
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of .s.uch Laws and regulations in connection with Services: if the Con_suitant
performs any work knowing it to be contrary to such laws, rules and regulations and
:without giving written notice to the City, Consultant shall be solely responsible for all
costs. arising therefrom.. -Consultant shall defend, indemnify and -hold City, its officials.,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
Wage 4 of >,(I C)
failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Safety-, Contractor shall execute and maintain its work so as
to avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at alj times be in compliance with all applicable local; state _grad federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety
of employees appropriate to the nature of the work and the conditions under which the
work is to be performed.
3-3 Fees and -Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rate
of $85.00 per hour and shall not exceed Thirty Thousand Dollars ($30,000.00). Extra
Work may be authorized in writing, as described below, and will be compensated at the
rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided
since 'the initial commencement date, or since the start of' the subsequent billing
periods, as appropriate, through the date of the statement. City shall, within 45 days of
receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed
for any expenses-uniess.authorized -in writing. by City.
3.3.4 Extra Work: At any time during the term of this Agreement, City
may request that Go sultant perform Extra Work. As used herein, "Extra Work" means
;any work which is determined by City to be necessary for the proper completion of the
Project, . but which the parties did not reasonably. anticipate would be- necessary at the
;execution of this Agreement. Consultant shall not perforin, nor be compensated for,
Extra Work without written authorization from City's Representative.
3.4 Accounting Records:
3.4.1 Maintenance and Inspection: Consultant shall maintain complete
;and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable_ Consultant shall allow a
;representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any oth. er documehts created pursuant to this
'Agreement. Consultant shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from
`the date of final payment under,this Agreement.
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3.5 General Provisions.
3.5.1 Termination of Agreement_
3.5.1.1 Grounds for Termination: City may, by written notice
to -coterminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant -shall -be compensated only -for -those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination: If this Agreement is terminated
as -provided herein, City may require Consultant to provide all finished or unfinished
Documents/ Data and other information of any kind prepared by Consultant in
connection with the performance of Services Under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
r request.
3.5.1.3 Additional Services: In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
'Agreement .shall be given to the respective parties at the following address; or at such
other address as the respective parties may provide in writing for this purpose:
CONSULT.AN T :
Theresa St. Peter (on file with City Clerk)
CITY:
City of Rosemead
3838 E. Valley Boulevard
Rosemead, CA 91770
Attn: City Manager
$uch notice shall be deemed made when personally delivered or when mailed,
;forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property:
This Agreement creates a non-exclusive and perpetual license for -City to copy, use;
Page 6 of 11
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared Or caused to be prepared by Con.suJtant under
this Agreement ("Documents & Data"). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this. Agreement. 'Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written :information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be -used -by Consultant for -any purposes other -than -the performance -of -the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
;the related industry shall be deemed confidential. Consultant shall not use City's name
!or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with
one another; _and shall take any additional ,acts or sign ,any a_d.dibona) documents as
,may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's l=ees: if either party commences an action against the
;other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
.recover from the losing party reasonable attorney's fees and all costs of such action.
? n. 1,.. '.C..,,,a... r.. T s F .1 1 ... u
3.5.c, rrlder�r ninc actio .: 1 o the tidiest extent permiued- by law, -,Consultant
:shall defend, indemnify and hold the City, its officials, officers, employees, volunteers
;and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses; liability, loss, damage or injury, in law or equity, to -property -or persons,
;including wrongful death, in any manner arising out of or incident to any alleged acts,
emissions or ,�,klj fi l rni—scnnd ict of .Gonslultart, its officials, officers, - employees, agents,
.consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses.
Page 7 of ;,,!- I 0
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors; officials; officers, employees; agents or volunteers, in any
such suit, action or other legal proceeding. Consultant shall reimburse City and its
directors, officials, officers, employees, agents and/or volunteers, for any and all legal
expenses and costs incurred -by each of them. in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials officers,
employees, agents or volunteers.
3.5.7 Entire Agreement: This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.8 Governing Law: This Agreement shall be governed by the laws of
the Mate of California: venue shall be in Los Angeles County:
3.5.9 Time of Essence: Time is of the essence for each and every
provision of this Agreement.
3.5. 10 City's Right to Employ Other Consultants: City reserves right to
.employ other consultants in connection with this Project.
3.5.11 Successors and Assigns: This Agreement shall be binding on the
successors and assigns of the parties -
3.5.12 Assignment
arties_
3.5.12Assignment or Transfer: -Consultant shall not assign, hypothecate,
;or transfer, either directly or by operation of law, this Agreement or any interest herein
:without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
;reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction, References; Captions: Since the Parties or their
agents have participated fully in the preparation of this Agreement} the language of this
'Agreement shall be construed simply, according to its fair meaning, and not strictly for
'or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days_ All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant., except as otherwise
specified in this Agreement; All references to City include its eJected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
;reference oriiy; and do not define, iimit, augment, or describe the scope, -content, "or
Page 8 of,14l �
intent of this Agreement.
3.5.14 Amendment, Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver: No waiver of any default shall constitute a waiver of any
other defauit or breach, whether -of the same or other covenant or condition. No. waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.1 IS ivG Thll'a Pal r,q uvl 1Gl liiiarica. T1 lcrc are l lv iiltcl lucu ,t+ lil d pal It
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability: if any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
rgrnsininn rn�iicinnc. chap. rnr1tini �?,in fullfnrce ar��i- Af fQ}t,
3.5.18 Prohibited Interests: Consultant maintains -and warrants that it has
not employed nor retained any company or per -son, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement_ Consultant further .agrees to file; or shall cause its
employees or subconsultants to file, a Statement of Economic Interest with the City's
Filing Officer as required under state law in the performance of the Services. For
breach or vioiation -of this warranty, iity -shall have the right to rescind' this. Agreement
without liability. For the term of this Agreement, no member, officer or employee of City,
during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.11-g quaff vppoliuriy11111 ilvy+iicili: Consultan t-rispresents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be
limited to, all activities related to initial employment, upgrading, demotion, transfer,
recruitment .or recruitmant advertising, layoff or termination. Consultant _shall also
comply with all relevant provisions of City's Minority Business Enterprise program,
Affirmative Action Plan -or other related programs or guidelines currently in effect or
hereinafter enacted.
3.5.20 Labor Certification: By its signature hereunder. Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer- to be insured against- liability for Worker's Compensation or to
undertake self;insurance in accordance with the provisions of that Code, and agrees to
Page 9 of%i
comply with such provisions before commencing the performance of the Services
3.5.21 Authority to -Enter Agreement Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
;Agreement_: E=ach Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts: This Agreement may be signed in counterparts,
each of which shall constitute an original.
[Signatures on next page]
page 10 of'?l 0 cro
CITY OF -ROSEMEAD
THERESA ST. PETER
4G- oraiaMjo�l]lLeda, �City Manager D�')t Date
Attest:
City Olwk
Approved as to Form:
____'I % . --- ,
Name:
�7
Title: L�
ZOZ,6
ate --:--
[if Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary, AND
CORPORATE SEAL OF CONTRACTOR
REQUIRED]
0
Name --
Rachel Richman Date
0ity Atto-mey
Title:
CITY OF ROSEMEAD
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
li,
This Agreement is made and entered into this r day of May, 2019 by and
between the City of Rosemead, a municipal organization organized under the laws of
the State of California with its principal place of business at 8838 E. Valley Blvd.,
Rosemead, California 91770 ("City") and Theresa St. Peter. an Individual
("Consultant"). City and Consultant are sometimes individually referred to herein as
"Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain services needed by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing the needed
services
2.2 City.
City desires to engage Consultant to render such "Services" as set forth in this
Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional consulting
services necessary for the work ("Services"). The Services include completion of a
classification and compensation survey for the City and as needed assistance with other
special human resources projects. All Services shall be subject to, and performed in
accordance with, this Agreement, any exhibits attached hereto and incorporated herein
by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from the date of
execution and until the Services needed are completed, unless earlier terminated as
provided herein. Consultant shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Independent Contractor. The Services shall be performed by
Consultant. Consultant will determine the means, methods and details of performing
the Services subject to the requirements of this Agreement. City retains Consultant on
1
an independent contractor basis and not as an employee. Consultant retains the right
to perform similar or different services for others during the term of this Agreement. Any
additional personnel performing the Services under this Agreement on behalf of
Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries,
and other amounts due such personnel in connection with their performance of Services
under this Agreement and as required by law. Consultant shall be responsible for all
reports and obligations respecting such additional personnel, including, but not limited
to: social security taxes, income tax withholding, unemployment insurance, disability
insurance, and workers' compensation insurance.
3.2.2 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.3 City's Representative. The City hereby designates the Human
Resources Manager, or her designee, to act as its representative for the performance of
this Agreement ("City's Representative"). City's Representative shall have the power to
act on behalf of the City for all purposes under this Contract. Consultant shall not
accept direction or orders from any person other than the City's Representative or her
designee.
3.2.4 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.5 Standard of Care. Consultant shall perform all Services under this
Agreement in a skillful and competent manner, consistent with the standards generally
recognized as being employed by professionals in the same discipline in the State of
California.
3.2.6 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.7 Insurance.
Consultant shall provide proof of valid Auto Insurance.
I•a
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation for all
Services rendered under this Agreement at the rate of $85.00 per hour. The total
compensation shall not exceed thirty thousand dollars ($30,000.00).
3.3.2 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless authorized in writing by City.
3.4 Accounting Records.
Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all charges to be presented for payment under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, with 3 days written notice of the effective date of such
termination. Upon termination, Consultant shall be compensated for all direct service
hours on work -in -progress at $85.00 per hour for those services which have been
adequately rendered to City; however, in no event shall the City be obligated to pay
more than the total amount of the Contract. Consultant may not terminate this
Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
3
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
Theresa St. Peter
On file with the City Clerk
CITY:
City of Rosemead
P.O. Box 399
Rosemead, CA 91770
Attn: Gloria Molleda
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
the related industry shall be deemed confidential. Consultant shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorney's fees and all other costs of such
action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the
City, its officials, officers, employees, volunteers and agents free and harmless from any
and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
0
injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any alleged acts, omissions or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of all consequential damages and
attorneys fees and other related costs and expenses. Consultant shall defend, at
Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its
directors, officials, officers, employees, agents or volunteers. Consultant shall pay and
satisfy any judgment, award or decree that may be rendered against City or its
directors, officials, officers, employees, agents or volunteers, in any such suit, action or
other legal proceeding. Consultant shall reimburse City and its directors, officials,
officers, employees, agents and/or volunteers, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by the City, its directors, officials officers, employees, agents
or volunteers
3.5.7 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
3.5.12 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
0
3.5.13 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.14 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.15 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.16 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. Consultant further agrees to file, or shall cause its
employees or subconsultants to file, a Statement of Economic Interest with the City's
Filing Officer as required under state law in the performance of the Services. For
breach or violation of this warranty, City shall have the right to rescind this Agreement
without liability. For the term of this Agreement, no member, officer or employee of City,
during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.17 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.18 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
[signatures on next page]
0
CITY OF ROSEMEAD
B: _Aq t\ ILI I
ora Molleda, City Manager
Attest:
Ericka Hernandez, City Clerk
Approved as to Form:
alazi ?
ac el Richman, City Attorney
CONSULTANT
B
Theresa St. Peter
ATTACH AUTO INSURANCE
state Farm CALIFORNIA
INSURANCE CARD
State Farm Mutual Automobile Insurance Company
900 Old River Road Bakersfield, CA 93311
INSURED ST PETER, THERESA & BARRY MUTL
VOL
POLICY NIJMBER4308260-CO7-75A EFFECTIVE
YR 2010 MAKE LEXUS MAR 07 2019 TO SEP 07 2019
MODEL RX350 VIN JTJZKiBA6A2406347
Ii AGENT CRAIG MAUK 3590 -ACE
PHONE (909)626-7275 NAIC 25178
i COVERAGE PROVIDED BY THE POLICY MEETS THE MINIMUM LIABILITY LIMITS
PRESCRIBED BY LAW.
COVERAGES A 0500 G500 R1 U U1
SEE REVERSE SIDE FOR AN EXPLANATION.
state Farm CALIFORNIA
:. INSURANCE CARD
State Farm Mutual Automobile Insurance Company
900 Old River Road Bakersfield, CA 93311
INSURED ST PETER, THERESA & BARRY MUTL
} VOL
1
y POLICY NUMBER430 8260-007-75A EFFECTIVE
YR 2010 MAKE LEXUS MAR 07 2019 TO SEP 07 2019
I MODEL RX 350 VIN JTJZKIBA6A2406347
AGENT CRAIG MAUK 3590 -ACE
PHONE 9091626-7275 NAC 25178
i
COVERAGE PROVIDED BY THE POLICY MEETS THE MINIMUM LIABILITY LIMITS
PRESCRIBED BY LAW.
COVERAGES A D500 G500 R1 U U1
SEE REVERSE SIDE FOR AN EXPLANATION.
MAYOR:
MARGARET CLARK
MAYOR PRO TEM:
SANDRA ARMENTA
COUNCIL MEMBERS:
SEAN DANG
PoLLY Low
STEVEN LY
May 20, 2019
Theresa St. Peter
City of Rosenwad
8838 E. VALLEY BOULEVARD P.O BOX 399
ROSEMEAD, CALIFORNIA 91770
TELEPHONE (626) 569-2100
FAX (626) 307-9218
Enclosure Hand Provided by Deputy City Clerk Haworth
o �� on �1 2019
Re: City of Rosemead — Professional Services Agreement
Dear Ms. St. Peter:
Enclosed is an original agreement for your record. We look forward to working with you.
If you have any questions please feel free to contact the City Clerk's Office at (626) 569-2171.
Sincerely,
2!��
Ericka Hernandez
City Clerk
CITY OF ROSEMEAD
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this day of May, 2019 by and
between the City of Rosemead, a municipal organization organized under the laws of
the State of California with its principal place of business at 8838 E. Valley Blvd.,
Rosemead, California 91770 ("City") and Theresa St. Peter, an Individual
("Consultant"). City and Consultant are sometimes individually referred to herein as
"Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain services needed by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing the needed
services
2.2 City.
City desires to engage Consultant to render such "Services" as set forth in this
Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional consulting
services necessary for the work ("Services"). The Services include completion of a
classification and compensation survey for the City and as needed assistance with other
special human resources projects. All Services shall be subject to, and performed in
accordance with, this Agreement, any exhibits attached hereto and incorporated herein
by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from the date of
execution and until the Services needed are completed, unless earlier terminated as
provided herein. Consultant shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Independent Contractor. The Services shall be performed by
Consultant. Consultant will determine the means, methods and details of performing
the Services subject to the requirements of this Agreement. City retains Consultant on
1
an independent contractor basis and not as an employee. Consultant retains the right
to perform similar or different services for others during the term of this Agreement. Any
additional personnel performing the Services under this Agreement on behalf of
Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries,
and other amounts due such personnel in connection with their performance of Services
under this Agreement and as required by law. Consultant shall be responsible for all
reports and obligations respecting such additional personnel, including, but not limited
to: social security taxes, income tax withholding, unemployment insurance, disability
insurance, and workers' compensation insurance.
3.2.2 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.3 City's Representative. The City hereby designates the Human
Resources Manager, or her designee, to act as its representative for the performance of
this Agreement ("City's Representative"). City's Representative shall have the power to
act on behalf of the City for all purposes under this Contract. Consultant shall not
accept direction or orders from any person other than the City's Representative or her
designee.
3.2.4 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.5 Standard of Care. Consultant shall perform all Services under this
Agreement in a skillful and competent manner, consistent with the standards generally
recognized as being employed by professionals in the same discipline in the State of
California.
3.2.6 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.7 Insurance.
Consultant shall provide proof of valid Auto Insurance.
K
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation for all
Services rendered under this Agreement at the rate of $85.00 per hour. The total
compensation shall not exceed thirty thousand dollars ($30,000.00).
3.3.2 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless authorized in writing by City.
3.4 Accounting Records.
Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all charges to be presented for payment under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, with 3 days written notice of the effective date of such
termination. Upon termination, Consultant shall be compensated for all direct service
hours on work -in -progress at $85.00 per hour for those services which have been
adequately rendered to City; however, in no event shall the City be obligated to pay
more than the total amount of the Contract. Consultant may not terminate this
Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
Theresa St. Peter
On file with the City Clerk
CITY:
City of Rosemead
P.O. Box 399
Rosemead, CA 91770
Attn: Gloria Molleda
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
the related industry shall be deemed confidential. Consultant shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorney's fees and all other costs of such
action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the
City, its officials, officers, employees, volunteers and agents free and harmless from any
and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
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injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any alleged acts, omissions or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of all consequential damages and
attorneys fees and other related costs and expenses. Consultant shall defend, at
Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its
directors, officials, officers, employees, agents or volunteers. Consultant shall pay and
satisfy any judgment, award or decree that may be rendered against City or its
directors, officials, officers, employees, agents or volunteers, in any such suit, action or
other legal proceeding. Consultant shall reimburse City and its directors, officials,
officers, employees, agents and/or volunteers, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by the City, its directors, officials officers, employees, agents
or volunteers
3.5.7 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
3.5.12 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
5
3.5.13 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.14 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.15 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.16 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. Consultant further agrees to file, or shall cause its
employees or subconsultants to file, a Statement of Economic Interest with the City's
Filing Officer as required under state law in the performance of the Services. For
breach or violation of this warranty, City shall have the right to rescind this Agreement
without liability. For the term of this Agreement, no member, officer or employee of City,
during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.17 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.18 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
[signatures on next page]
[:1
CITY OF ROSEMEAD
By. '
lora Molleda, CitY Mana9 er
Attest:
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Ericka Wer6aMez, City Clerk
Approved as to Form:
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Rachel Richman, City Attorney
CONSULTANT
Theresa St. Peter
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