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Resolution No. 79431 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. 7943 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CONSULTING SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND LANZALOTTA & ASSOCIATES, LLC RELATING TO UTILITY PLANNING, OPERATION, RATEMAKING AND REGULATIONS WHEREAS, the City's Utilities Department has determined that it needs the services of a consultant to perform general and specific tasks relating to utility planning, operation, ratemaking and �Iregulation; and WHEREAS, the City's staff has determined that Lanzalotta & Associates, LLC possesses the knowledge necessary to assist the City in connection with issues concerning utility and regulatory matters; and WHEREAS, by letter dated March 27, 2002, Bruce V. Malkenhorst, City Administrator/City Clerk, recommended that a Consulting Services Agreement be approved and executed with Lanzalotta & Associates, LLC; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and (necessity to enter into an agreement with Lanzalotta & Associates, LLC for issues concerning utility and regulatory matters. 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 land correct. SECTION 2: The City Council of the City of Vernon hereby 1 2 3 4 51 6' 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 approves the Consulting Services Agreement with Lanzalotta & Associates, LLC, a copy of which is attached hereto as Exhibit "A" and made a part hereof. 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 Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: Lanzalotta & Associates, LLC Attn. Peter J. Lanzalotta 9762 Polished Stone Columbia, Maryland 21046 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 3rd day of April, 2002: ATTEST: BRUCE V. MALKENHORST, City Clerk EONIS C. MAL URG, Ma or - 2 - 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 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7943, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, April 3, 2002, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 3 - EXHIBIT AV 1 2 3 4 5', 6I 7 8 9' 10' 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 pa-3 CONSULTING SERVICES AGREEMENT THIS AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 3rd day of April, 2002, in the City of Vernon, County of Los Angeles, California mom THE CITY OF VERNON, a Municipal Corporation (hereinafter referred to as the "City") 4305 Santa Fe Avenue Vernon, CA 90058 LANZALOTTA & ASSOCIATES, LLC,a Maryland limited liability company (hereinafter referred to as "Consultant") 9762 Polished Stone Columbia, Maryland 21046 WITNESSETH WHEREAS, City's Utilities Department needs a consultant to perform general and specific tasks related to utility planning, operation, ratemaking, and regulation; and WHEREAS, Consultant represents that he is qualified to perform such services under this Consulting Services Agreement (hereinafter "Agreement"); and WHEREAS, Consultant is willing to render such professional services as hereinafter defined. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET FORTH HEREIN: I. SCOPE OF SERVICES. City hereby retains Consultant to perform general and zKo 1 specific tasks ("Tasks") related to utility planning, operation, 2 ratemaking and regulation. The aggregation of all Tasks shall be 3 identified herein as the "Services." The Services may be modified 4 from time to time upon mutual agreement of the Parties. 5 II. COMPENSATION. 6 City shall pay Consultant for the Services on a time and 7 materials basis at an hourly rate of $135.00 per billable hour for 8 professionals and $35.00 p per hour for office support. Consultant 9 currently expects to have Peter Lanzalotta and Janis Dillard working 10 on City's behalf. Consultant will notify City if Consultant expects 11 to utilize the services of other professionals on City's behalf and 12 may do so after agreement by City. City shall also reimburse 13 Consultant's reasonable out-of-pocket expenses. 14 III. MONTHLY CHARGES. 15 16 The total monthly charges for time and materials and 17 expenses shall be referred to herein as the Monthly Charges. 18 Consultant shall submit an invoice on a monthly basis for the Monthly 19 Charges and City shall pay Consultant within thirty (30) days of 20 receipt and acceptance of Consultant's invoice all undisputed amounts, 21 provided that Consultant provides documents with reasonable receipts 22 or other documentation of expenses as City might request. 23 IV. PRODUCTS OF CONSULTING. 24 All documents, data, studies, drawings, models, and reports 25 prepared by Consultant under this Agreement, with the exception of 26 Confidential Information provided by businesses located in City, shall 27 be considered the property of City. Consultant shall deliver such 28 documents and materials to the City as they are generated; however, -2- 1 2 3 4 5 6 7 Ron 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Consultant may take and retain copies of said documents and materials that are not Confidential Information, as desired. V. CONFLICTS OF INTEREST. Consultant warrants that there is no known conflict of interest between Consultant's other agreements, if any, and the activities to be performed hereunder. Consultant shall advise City if a conflict of interest arises. VI. CONFIDENTIAL INFORMATION. 1. Access to Confidential Information. City may provide Consultant with, or allow Consultant access to, certain information not available to the public concerning City, or businesses located in City. The information may include company information, taxes, sales, value of assets, or other such information. All such information shall be known as "Confidential Information." 2., No Disclosure. Except as expressly permitted, Consultant shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of City. Consultant shall return any written Confidential Information, and all copies made of such items, to City upon City's written request, but in any event not later than the date that the Consultant has performed all services to be performed pursuant to this Agreement. Consultant hereby agrees that Consultant may use such Confidential Information and any documents provided only as authorized by City. Consultant shall take reasonable measures to avoid any disclosure of any such -3- 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 Confidential Information to any unauthorized person. 3. Court Ordered Disclosure. Consultant shall immediately notify City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Recipient may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 4. Remedies. In addition to any other remedies that it may have at law or in equity, City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Consultant acknowledges that in case of such breach or threatened breach of said provisions, City would have no adequate remedy at law. VII. INDEMNIFICATION. Consultant shall indemnify, defend, protect and hold City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders or judgments, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense arising out of the services performed under this Agreement, except to the extent arising from or caused by the negligence or willful misconduct of City, its officers, agents or employees. VIII. GENERAL PROVISIONS. -4- W 1 1. Independent Contractor. At all times during the term of 2 this Agreement, Consultant shall be an independent contractor and 3 shall not be an employee of City. City shall have the right to 4 control Consultant only insofar as the results of Consultant's 5 services rendered pursuant to this Agreement; however, City shall not 6 have the right to control the means by which Consultant accomplishes 7 services rendered pursuant to this Agreement except to the extent that 8 such services involve the use of City property or Confidential 9 Information. 10 Consultant is solely responsible for, and shall file, on a 11 timely basis, all tax returns and payments required to be filed with, 12 or made to, any federal, state or local tax authority with respect to 13 the performance of services and receipt of fees under this Agreement. 14 15 Consultant is solely responsible for, and must maintain adequate 16 records of, expenses incurred in the course of performing services 17 under this Agreement. No part of Consultant's compensation shall be 18 subject to withholding by City for the payment of any social security, 19 federal, state or any other employee payroll taxes. City shall have 20 no responsibility for any of Consultant's debts, liabilities or other 21 obligations, or for the intentional, reckless or negligent acts or 22 omissions of Consultant or Consultant's employees or agents. 23 2. Consultant Not Agent. Except as City may specify in 24 writing Consultant shall have no authority, express or implied, to act 25 on behalf of City in any capacity whatsoever as an agent. Consultant 26 shall have no authority, expressed or implied, pursuant to this 27 Agreement to bind City to any obligation whatsoever. 28 -5- s 1 3. Assignment Prohibited. Consultant may not assign any 2 right or obligation of this Agreement except with the express written 3 consent of City.An other attempted or y p purported assignment of any 4 right or obligation g g pursuant to this Agreement shall be void and of no 5 effect. 6 4. Termination. City may terminate this Agreement at any 7 time, with or without cause, at any time upon 5 days prior written 8 notice to Consultant. Consultant shall be entitled to the 9 compensation earned by him prior to the date of the termination 10 notice, computed pro rata up to and including that date, plus 11 compensation for work performed during the thirty -day notice period 12 and authorized in the termination notice. 13 Consultant shall also have the right to terminate this 14 Agreement, with or without cause, at any time upon 5 days prior 15 written notice to City. Upon termination of this Agreement, 16 Consultant shall use his best efforts to minimize all additional 17 charges to City as needed to wind down the Services. 18 5. Notices. Any and all notices, demands, invoices, and 19 written communications between the parties shall be addressed to the 20 parties as follows: 21 CITY: THE CITY OF VERNON 22 ATTN: Bruce V. Malkenhorst City Administrator 23 4305 Santa Fe Avenue Vernon, CA 90058-0805 24 CONSULTANT: PETER J. LANZALOTTA 25 9762 Polished Stone 26 Columbia, Maryland 21046 27 Any such notices, demands, invoice and written 28 communications shall be (i) hand delivered, (ii) sent by telecopy and -6- 1 mail, or (iii) sent by mail. Mail shall be conclusively deemed to 2 have been received by the addressee five (5) days after the deposit 3 thereof in the United States Mail postage prepaid and properly 4 addressed as noted above. 5 IX. ENTIRE AGREEMENT. 6 This Agreement supersedes any and all other agreements, 7 either oral or in writing, between the g parties with respect to the 8 subject matters herein. Each party to this Agreement acknowledges 9 that no b representations have been made p y any party which are not 10 embodied herein and that no other agreement, statement or promise not 11 contained in this Agreement shall be valid and binding. Any 12 modification of this Agreement will be effective only if it is in 13 writingsigned g by the parties. 14 X. BENEFIT OF AGREEMENT. 15 This Agreement shall bind and benefit the g parties hereto and 16 their heirs, successors, and permitted assigns. 17 XI. GOVERNING LAW. 18 This Agreement shall be g governed by and construed and 19 enforced in accordance with the laws of the State of California. 20 21 22 23 24 25 26 27 28 mm APR-02,2OQ2 TUE 11:39 AM OLIVO & PLASCENCIA FAX NO, 562 869 1883 P. 02 npr ill a2 ai : 39a Peter Lanzalatta 2413-4SG-0898 'p. 2 I 2 3 8 5 G -7 8 9 10 aa� 1?, 13 14 15I 1E 17 1 E� 1� 20 21 22 23 24 I 25 211 2'/ 2.8 IN WITNESS WHMOF, City and Consultant have executed this AgrcomenL by and through their auL'horized officers as of the date fir „t: hereinafaovo sct forth. CITY OF VERNON By: LEONTS C. MAL8URG, Mayor ATTFST; BRUCE, V. MAIXFNHORST, City Clerk APPY()VED AS TO DORM: EUC.ARDO OLI'VO, City Attorney ~ _ P CONSULTANT By- * ,,.. J .=I1N7 TTA Title; Vx:incipal SUPPORTING DOCUMENTS e ,CITY COUNCIL ` LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City Clerk FAX (323) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 April 10, 2002 Lanzalotta & Assocaites, LLC 9762 Polished Stone Columbia, MD 21046 Attn: Peter J. Lanzalotta Re: Consulting Services Agreement Dear Mr. Lanzalotta: EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 Transmitted herewith is a duplicate original copy of the above referenced approved by the Vernon City Council on April 3, 2002. If you have any questions regarding this matter, please refer them to Kenneth DeDario at (323) 583-8811 ext. 211. Very truly yours, Net y Gi on Assistant Chief Deputy City Clerk NG:mt CC: Kenneth DeDario Dolores Fonseca Agreement File #02-019 Resolution No. 7943 s Yl CONSULTING SERVICES AGREEMENT 2 THIS AGREEMENT is made, entered into and executed in duplicate 3 originals, either copy of which may be considered and used as the 4 original hereof for all purposes, as of this 3rd day of April, 2002, 5 in the City of Vernon, County of Los Angeles, California 6 7 BY AND BETWEEN THE CITY OF VERNON, a 8 Municipal Corporation (hereinafter referred to as the "City") 9 4305 Santa Fe Avenue 10 Vernon, CA 90058 AND LANZALOTTA & ASSOCIATES, 11 LLC,a Maryland limited 12 liability company (hereinafter referred to as "Consultant") 9762 Polished Stone Columbia, 13 Maryland 21046 14 WITNESSETH 15 WHEREAS, City`s Utilities Department needs a consultant to 16 perform general and specific tasks related to utility planning, 17 operation, ratemaking, and regulation; and 18 WHEREAS, Consultant represents that he is qualified to 19 perform such services under this Consulting Services Agreement 20 (hereinafter "Agreement"); and 21 WHEREAS, Consultant is willing to render such professional 22 services as hereinafter defined. 23 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 24 FORTH HEREIN: 25 26 I. SCOPE OF SERVICES. 27 This Agreement shall be considered effective retroactively 28 to April 1, 2002. City hereby retains Consultant to perform general -1- `1 and specific tasks ("Tasks") related to utility planning, operation, 2 ratemaking and regulation. The aggregation of all Tasks shall be 3 identified herein as the "Services." The Services may be modified 4 from time to time upon mutual agreement of the Parties. 5 II. COMPENSATION. 6 City shall pay Consultant for the Services on a time and 7 materials basis at an hourly rate of $135.00 per billable hour for 8 professionals and $35.00 P per hour for office support. Consultant 9 currently expects to have Peter Lanzalotta and Janis Dillard working 10 on City's behalf. Consultant will notify City if Consultant expects 11 to utilize the services of other professionals on City's behalf and 12 may do so after agreement by City. City shall also reimburse 13 14 Consultant's reasonable out-of-pocket expenses. 15 III. MONTHLY CHARGES. 16 The total monthly charges for time and materials and 17 expenses shall be referred to herein as the Monthly Charges. 18 Consultant shall submit an invoice on a monthly basis for the Monthly 19 Charges and City shall pay Consultant within thirty (30) days of 20 receipt and acceptance of Consultant's invoice all undisputed amounts, 21 provided that Consultant provides documents with reasonable receipts 22 or other documentation of expenses as City might request. 23 IV. PRODUCTS OF CONSULTING. 24 All documents, data, studies, drawings, models, and reports 25 prepared by Consultant under this Agreement, with the exception of 26 Confidential Information provided by businesses located in City, shall 27 be considered the property of City. Consultant shall deliver such 28 documents and materials to the City as they are generated; however, "1 Consultant may take and retain copies of said documents and materials 2 that are not Confidential Information, as desired. 3 V. CONFLICTS OF INTEREST. 4 Consultant warrants that there is no known conflict of 5 interest between Consultant's other agreements, if any, and the 6 activities to be performed hereunder. Consultant shall advise City if 7 a conflict of interest arises. 8 VI. CONFIDENTIAL INFORMATION. 9 1. Access to Confidential Information. City may provide 10 Consultant with, or allow Consultant access to, certain information 11 not available to the public concerning City, or businesses located in 12 City. The information may include company information, taxes, sales, 13 14value of assets, or other such information. All such information shall 15 be known as "Confidential Information." 16 2. No Disclosure. Except as expressly permitted, 17 Consultant shall not disclose, permit the disclosure of, release, 18 disseminate, or transfer, whether orally or.by any other means, any 19 part of such Confidential Information to any other person or entity, 20 whether corporate, governmental, or individual, without the express 21 prior written consent of an authorized representative of City. 22 Consultant shall return any written Confidential Information, and all 23 copies made of such items, to City upon City's written request, but in 24 any event not later than the date that the Consultant has performed 25 all services to be performed pursuant to this Agreement. Consultant 26 hereby agrees that Consultant may use such Confidential Information 27 and any documents provided only as authorized by City. Consultant 28 shall take reasonable measures to avoid any disclosure of any such -3- +l 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 171I 181 19 20 21 22 23 24 25 261 27 28 Confidential Information to any unauthorized person. 3. Court Ordered Disclosure. Consultant shall immediately notify City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Recipient may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 4. Remedies. In addition to any other remedies that it may have at law or in equity, City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Consultant acknowledges that in case of such breach or threatened breach of said provisions, City would have no adequate remedy at law. VII. INDEMNIFICATION. Consultant shall indemnify, defend, protect and hold City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders or judgments, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense arising out of the services performed under this Agreement, except to the extent arising from or caused by the negligence or willful misconduct of City, its officers, agents or employees. VIII. -GENERAL PROVISIONS. '1 1. Independent Contractor. At all times during the term of 2 this Agreement, Consultant shall be an independent contractor and 3 shall not be an employee of City. City shall have the right to 4 control Consultant only insofar as the results of Consultant's 5 services rendered pursuant to this Agreement; however, City shall not 6 have the right to control the means by which Consultant accomplishes 7 services rendered pursuant to this Agreement except to the extent that 8 such services involve the use of City property or Confidential 9 Information. 10 Consultant is solely responsible for, and shall file, on a 11 timely basis, all tax returns and payments required to be filed with, 12 or made to, any federal, state or local tax authority with respect to 13 14 the performance of services and receipt of fees under this Agreement. 15 Consultant is solely responsible for, and must maintain adequate 16 records of, expenses incurred in the course of performing services 17 under this Agreement. No part of Consultant's compensation shall be 18 subject to withholding by City for the payment of any social security, 19 federal, state or any other employee payroll taxes. City shall have 20 no responsibility for any of Consultant's debts, liabilities or other 21 obligations, dr for the intentional, reckless or negligent acts or 22 omissions of Consultant or Consultant's employees or agents. 23 24 2. Consultant Not Agent. Except as City may specify in 25 writing Consultant shall have no authority, express or implied, to act 26 on behalf of City in any capacity whatsoever as an agent. Consultant 27shall have no authority, expressed or implied, pursuant to this 28 Agreement to bind City to any obligation whatsoever. -S- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18' 19 20 21 22 23 24 i 25 26 27 28 3. Assignment Prohibited. Consultant may not assign any right or obligation of this Agreement except with the express written consent of City. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 4. Termination. City may terminate this Agreement at any time, with or without cause, at any time upon 5 days prior written notice to Consultant. Consultant shall be entitled to the compensation earned by him prior to the date of the termination notice, computed pro rata up to and including that date, plus compensation for work performed during the five-day notice period and authorized in the termination notice. Consultant shall also have the right to terminate this Agreement, with or without cause, at any time upon 5 days prior written notice to City. Upon termination of this Agreement, Consultant shall use his best efforts to minimize all additional charges to City as needed to wind down the Services. 5. Notices. Any and all notices, demands, invoices, and written communications between the parties shall be addressed to the parties as follows: CITY: CONSULTANT: THE CITY OF VERNON ATTN: Bruce V. Malkenhorst City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 PETER J. LANZALOTTA 9762 Polished Stone Columbia, Maryland 21046 Any such notices, demands, invoice and written communications shall be (i) hand delivered, (ii) sent by telecopy and 1 mail, or (iii) sent by mail. Mail shall be conclusively deemed to 2 have been received by the addressee five (5) days after the deposit 3 thereof in the United States Mail, postage prepaid and properly 4 addressed as noted above. 5 IX. ENTIRE AGREEMENT. 6 This Agreement supersedes any and all other agreements, 7 either oral or in writing, between the parties with respect to the 8 subject matters herein. Each party to this Agreement acknowledges 9 that no b representations have been made p y any party which are not 10 embodied herein and that no other agreement, statement or promise not 11 contained in this Agreement shall be valid and binding. Any 12 modification of this Agreement will be effective only if it is in 13 writing signed by the parties. 14 X. BENEFIT OF AGREEMENT. 15 This Agreement shall bind and benefit the g parties hereto and 16 their heirs, successors, and permitted assigns. 17 XI. GOVERNING LAW. 18 This Agreement shall be governed by and construed and 19 enforced in accordance with the laws of the State of California. 20 21 22 I I I 23 24 25 26 27 I I I 28 -7- 1 IN WITNESS WHEREOF, City and Consultant have executed this 2 Agreement by and through their authorized officers as of the date 3 first hereinabove set forth. 4 CITY OF VERNON 5 6 By: EONIS C. MALBU , Mayor 7 ATTEST: 8 / 9 G� BRUCE V. MALKENHORST, City Clerk 10 APPROVED AS TO FORM: 11 12 � 13 EDUARDO OLIVO, City Attorney 14 CONSULTANT 15 By: �lc'i 16 PETAJ.*Lt�JALOTTA 17 Title: Principal 18 19 20 21 22 23 24 25 26 27 28 -R-