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Resolution No. 5953 Iv 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 5953 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND RESOURCE MANAGEMENT INTERNATIONAL, INC. TO PERFORM SERVICES FOR THE GAS MUNICIPAL UTILITY DEPARTMENT WHEREAS, the City of Vernon desires to obtain an assessment of the economic feasibility of bypassing the present local natural gas distribution and transmission systems to serve natural gas users within the City of Vernon; and WHEREAS, Resource Management International, Inc. employs professional staff with the qualifications to estimate the costs associated with the construction of a natural gas distribution system and the costs associated with the development of a natural gas transmission system. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Professional Services Agreement, a copy of which has been presented to the City Council concurrently with this resolution and the City Council hereby orders said Agreement to be received and filed by the City Clerk. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement for, and on behalf of, the City of Vernon. SECTION 4: The City Clerk of the City of Vernon shall 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 " 1 certify to the passage of this resolution and thereupon and 2 thereafter the same shall be in full force and effect. 3 APPROVED AND ADOPTED this 2nd day of July, 1991. 4 5 .~/. -~. A?r~ /~ - BRUCE V. MALKENHORST, City Clerk 6 7 8 9 -2- 1 STATE OF CALIFORNIA ) ) ss 2 COUNTY OF LOS ANGELES ) 3 I, BRUCE V. MALKENHORST, City Clerk of the City of 4 Vernon, do hereby certify that the foregoing Resolution, being 5 Resolution No. 5953, was duly adopted by the City Council of the 6 City of Vernon at a regular meeting of the city Council duly 7 held on Tuesday, July 2. 1991. and thereafter duly signed by the 8 Mayor of the City of Vernon. 9 10 ~ /~~ BRUCE V. MALKENHORST, City Clerk 11 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -3- 'if PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this --3 day of a~ 19 f1 / , by and between Resource Management International, Ine ("RMI' , a California corporation, and the City of Vernon, California ("CLIENT"), for professional and related services to be provided to CLIENT. I SCOPE OF SERVICES RMI shall provide to CLIENT the services set forth in Exhibit A, "Scope of Services," attached hereto. n FEES FOR SERVICES For services provided by RMI to CLIENT pursuant to this Agreement, CLIENT shall pay RMI in accordance with the rates and charges set forth in Exhibit B, "Fees for Services," attached hereto. m BIIllNG AND PAYMENT RMI shall submit a monthly statement to CLIENT setting forth the amount due for services and itemizing amounts due for expenses. CLIENT shall pay the full amount of such statement within thirty (30) days after receipt. Any sums billed, not disputed in written form setting forth specific exceptions and unpaid after thirty (30) days from the date of receipt, shall be subject to a late payment charge equal to the lesser of one (1) percent or the maximum rate pennitted by law, for each month or fraction thereof past due. N INDEPENDENf CONTRACTOR RMI shall provide services to CLIENT as an independent contractor, not as an employee of CLIENT. RMI shall not have or claim any right arising from employee status. 1 , , V TERMINATION OF AGREEMENT Unless otherwise terminated, this Agreement shall terminate when (i) the services provided for herein have been fully and completely performed or (ll) December 31, 1991, whichever occurs first. VI INSURANCE (a) RMI shall maintain in effect at its own expense, employer's liability insurance, one-million dollars ($1,000,000) aggregate of comprehensive general liability insurance (bodily injury and property damage), fiye-hundred thousand dollars ($500,000) aggregate of comprehensive automobile liability insurance (bodily injury and property damage) with respect to RMI employees and vehicles assigned to the prosecution of work under this Agreement, and one-million dollars ($1,000,000) aggregate of professional liability insurance. RMI shall also maintain statutory worker's compensation insurance. (b) RMI shall obtain and thereafter maintain in effect, if available, such additional insurance as may be requested in writing by CLIENT, the cost of which will be reimbursed by CLIENT. VII IJABILfIY (a) RMI shall indemnify, defend, and hold harmless CLIENT, its directors, officers, partners, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including but not limited to attorney's fees, for which RMI is determined to be legally liable resulting from negligent acts, errors, or omissions by RMI, its directors, officers, agents, and employees in perfor- mance of services required by this Agreement. Liability, claims, demands, damages, losses, or expenses resulting from the negligent acts, errors or omissions, whether active or passive, by CLIENT, its directors, officers, partners, agents, employees, or by others are excluded from RMrs obligations pursuant to this paragraph. (b) RMI's obligations to indemnify, defend, and hold CLIENT harmless shall be ex- pressly limited to the proceeds of its applicable insurance coverage, not to exceed one million dollars ($1,000,000) and shall terminate one (1) year after termination of this Agreement. (c) CLIENT shall indemnify, defend, and hold harmless RMI, its directors, officers, agents, and employees from and against any and all liability, claims, demands, 2 damages, losses, and expenses, including but not limited to attorney's fees, for which CLIENT is determined to be legally liable resulting from negligent acts, errors or omissions by CLIENT, its directors, officers, partners, agents, and employees. Liability, claims, demands, damages, losses, or expenses resulting from the negligent acts, errors, or omissions, whether active or passive, by RMI, its directors, officers, agents, employees, or by others are excluded from CLIENT's obligations pursuant to this paragraph. (d) CLIENT'S obligations to indemnify, defend, and hold RMI harmless shall be , expressly limited to the proceeds of its applicable insurance coverage, not to exceed one million dollars ($1,000,000), and shall terminate one (1) year after termination of this Agreement. (e) In the event that CLIENT changes in any material way or uses in another project, or for purposes involving significantly different uses, any of the information or materials developed by RMI pursuant to this Agreement, RMI is released from any and all liability relating to their use and CLIENT shall indemnify, defend, and hold harmless RMI, its directors, officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including but not limited to attorney's fees, arising out of such changes or use. (0 Nothing in this Agreement shall be construed to create a duty to, any standard of care with reference to, or any liability to any person not a party to this Agreement. (g) Neither RMI nor CLIENT shall be liable to the other for incidental or consequential damages. VIII SUCCESSORS IN INTEREST This Agreement shall be binding on, and inure to the benefit of, each party's successors in interest, including their heirs, legatees, assignees, and legal representatives. IX WAIVER Any waiver at any time by either party of its rights with respect to a default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed a waiver with respect to any subsequent default or other matter. 3 X SEVERAL OBLIGATIONS Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this Agreement. XI AMENDMENT All changes or modifications to this Agreement shall be in writing and signed by both parties. XII GOVERNING LAW This Agreement shall be construed and interpreted according to, and the rights of the parties shall be governed by, the laws of the State of California. XIII ATTORNEY'S FEES If either party becomes involved in litigation arising out of this Agreement or the performance thereof, the prevailing party shall be entitled to reasonable attorney's fees, costs and expenses, in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement. XIV ENTIRE AGREEMENT This Agreement constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements. and supercedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. 4 xv SEVERABll11Y If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. XVI NOTICES (a) Any notice, demand, information, invoice, report, or item otherwise required, authorized, or provided for in this Agreement, unless otherwise specified herein, shall be deemed properly given if delivered in person or sent by United States Mail, First Class postage prepaid: To RMI: Resource Management International, Inc. P. O. Box 15516 Sacramento, CA 95852-1516 To CLIENT: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 (b) All notices shall be deemed effective upon receipt by the party to whom such notice is given. 5 xvn SIGNATURE CLAUSE The signators hereto represent that they are authorized to enter into this Agreement on behalf of the party for whom they sign. CI1Y OF VERNON Resource Management International, Inc., a California Corporation ~.). .. onis C. Malburg . Mayor Attest: d'~~ Bruce V. Malkenhorst City Administrator/City Clerk Approved as to Form: \)~ \), \7~Jf- David B. Brearley, City Attorne 6 EXHIBIT A Scope of Services Resource Management International, Inc. (RMI) proposes to provide the City of Vernon (Vernon) with a preliminary assessment of the economic feasibility of by- passing the local ru;itural gas distribution and transmission systems of Southern California Gas Company (SoCal Gas) to serve natural gas users within Vernon's corporate limits. This study is designed to provide Vernon with the information necessary to reach a determination of whether to proceed with the development of duplicate distribution and! or transmission facilities and includes the following objectives: A. Development of preliminary information relative to potential service areas and end-use customers; B. Development of preliminary distribution system configurations; C. Assessment of a preliminary route for a new transmission pipeline to serve customers within Vernon's corporate limits; D. Assessment of potential environmental issues that could impact construction of a new transmission pipeline; E. Development of preliminary estimates of capital costs and operation and maintenance costs associated with the construction of new distribution and transmission facilities; and F. Development of preliminary transportation rates for the distribution and transmission facilities. As requested by Vernon, the proposed Scope of Services for this assignment has been broken into two study phases. Presented below is a description of the services RMI would provide under each study phase. PHASE A - TIIE DlSfRIBlJTION SYSTEM Phase A of this assignment will focus on evaluation of the costs associated with the construction of a duplicate distribution system to serve some or all natural gas customers within Vernon's corporate limits. The specific tasks that will be performed under Phase A are described below. A-I Task Al - potential service area options and customers that would be served by Vernon's natural gas distribution system will be provided by Vernon to RMI for further analysis. The service area options and associated customers considered in this task will consist of: a. The 20 natural gas customers within Vernon, selected by Vernon, plus two 45 MW cogeneration facilities; and b. All natural gas customers located within Vernon's corporate limits, including two 45 MW cogeneration facilities. In this Task AI, our development of service area and customer options will be based substantially on information provided to RMI by Vernon. Vernon has acknowledged that the following will be provided to RMI upon RMrs request: a. Copies of utilities maps for Vernon, including SoCal Gas maps for the local natural gas distribution system. b. Location of the 20 natural gas customers within Vernon's corporate limits, selected by Vernon for this study. c. Location of the two cogeneration facilities. d. Actual or estimated information on daily, monthly, and! or annual natural gas usage patterns for the 20 natural gas users, the two cogeneration facilities, and any other existing natural gas consumers within Vernon's corporate limits who should be considered. Task A.2 - Estimates will be prepared for the total capital costs, including debt service, operation and maintenance costs, and routine . major maintenance and capital improvement costs, for the conceptual layouts developed for the two (2) service territories defined in Task AI. Task A.2.1 - Based on information provided to RMI by Vernon in conjunction with Task AI, estimates of annual peak day and cQmmodity requirements will be compiled for the two service area options, and will include the requirements for the two cogeneration facilities. Task A.2.2 - For each of the service area options, a preliminary layout of the new natural gas distribution system will be prepared. Each layout will identify preliminary estimates A-2 of pipe size and routings associated with the previously identified service area options, and will assume the distribution system will tie into the natural gas transmission system at a point on the southeast side of Vernon's corporate limits. Potential major construction impediments will be highlighted or avoided. Task A.2.3 - Based on the conceptual layout for each service area option, estimates will be prepared of (i) installed distribution system costs; (ll) total financing requirements and annual debt service costs, assuming 100 percent financing of system construction costs; (ill) annual operation and maintenance costs, including administrative and general expenses; and (iv) routine capital additions and other expenditures expected to be incurred on an on-going basis. Task A.3 - Estimated retail distribution rates will be developed for each . of Vernon's natural gas distribution system conceptual options, based on the estimates of annual revenue requirements determined in Task A2, and the estimated annual commodity requirements for each service area option. Estimated rates will reflect total system revenue requirements and will not distinguish between potential classes of end- users. Task A.4 - Following completion of the above tasks, a letter report will be prepared describing the analyses undertaken in Phase A, and setting forth the results thereof. Five copies of the draft report will be submitted to Vernon for review and comment. Upon receipt of comments from Vernon, the report will be finalized and 10 copies submitted to Vernon. RMI will plan one (1) visit to Vernon to discuss the report and its details. PHASE B - TIIE TRANSPORTATION SYSTEM Phase B will be targeted at developing certain costs of bypassing the Southern California Gas Company system to transport supplies to the City of Vernon. Phase B incorporates the development of estimated transmission costs associated with the delivery of natural gas supplies from the point of interconnection at. the ARCO line termination in Long Beach, California with a bulk natural gas pipeline to Vernon's distribution system. The tasks to be performed in connection with Phase B are described below. Task B.l - Determine a potential gas line route, its size, and its capital and operating costs, for a new line from the ARCO line termination point A-3 "\ in Long Beach, California to the City of Vernon, sized to supply the two (2) gas loads determined in Task AI. Task B.l.l - perform a preliminary investigation of alternative routes for a new natural gas transmission line from the new ARCO line in Long Beach to a point of interconnection with Vernon's distribution system. To the extent readily available, aerial photos will be obtained and utilized to identify potential pipeline routes. In addition, one day of on-site observation will be included in the investigation of potential routes. Perform a cursory evaluation of potential environmental issues associated with alternative pipeline routes in order to assess the potential environmental review that may be necessary for each. Select one route alternative for use in the remainder of the Phase B analyses, with Vernon's concurrence. Task B.l.2 - Based on estimated pipe sizes associated with the service area options developed during Phase A, estimates will be developed of (i) installed transmission pipeline costs, including interconnection costs; (ll) total financing requirements and annual debt service costs, assuming 100 percent financing of system construction costs; (ill) annual operation and maintenance costs, including administrative and general expenses; and (iv) routine capital additions and other expenditures expected to be incurred on an on-going basis. Task B.2 - Based on the evaluation in Task B.1.1, determine the environmental issues that will most likely need to be addressed for the route "selected" in Task B.l.l; and prepare a recommendation as to how to satisfy the applicable NEPA and CEQA requirements; i.e., by a full- blown EIR or by a Negative Declaration. Task B.3 - Based on annual natural gas commodity requirements developed during Phase A, estimates of annual transportation rates will be developed for delivery of natural gas over the new transmission pipeline to Vernon's distribution system, for the line alternative in Task B.l. Task B.4 - Following completion of the above tasks, a letter report will be prepared describing the analyses undertaken in Phase B and setting forth the results thereof. Five copies of the draft report will be submitted to Vernon for review and comment. Upon receipt of comments from Vernon, the report will be finalized and 10 copies A-4 : submitted to Vernon. RMI will plan one (1) visit to Vernon to discuss the report and its details. A-5 EXHIBIT B Fees for Services Professional and support services, except testimony, shall be billed as follows: . Upon the completion of Phase A, Task A4, the lump sum of $18,500. (This is estimated to occur no later than six (6) weeks after RMI receives authorization to start work.) . Upon the completion of Phase B, Task BA, the lump sum. of $17,800. (This is estimated to occur no later than twelve (12) weeks after RMI receives authorization to start work.) B-1 :.;