Resolution No. 8003r
1 RESOLUTION NO. 8003
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON RATIFYING: (1) THE CITY ATTORNEY EMPLOYMENT
AGREEMENTS (LISTED ON THE ATTACHED EXHIBIT A); AND
4 (2) THE CONSULTING SERVICES AGREEMENTS BY AND
BETWEEN THE CITY OF VERNON, THE REDEVELOPMENT AGENCY
5 AND IVANHOE ENERGY SERVICES & DEVELOPMENT, INC.
(LISTED ON THE ATTACHED EXHIBIT B)
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7 WHEREAS, the City of Vernon (the "City") is a Charter City
8 and exercises its authority consistent with its Charter and the
9 Constitution of the State of California; and
10 WHEREAS, the Constitution of the State of California
11 provides a Charter City with substantial discretion in making
12 decisions on home -rule issues, especially employee compensation
13 matters; and
14 WHEREAS, Section 7.3 of the Charter of the City provides
15 that the City Council of the City shall appoint a City Attorney and
16 that the compensation of the City Attorney shall be determined by the
17 City Council. Further, the City Council may provide for a written
18 contract with the City Attorney; and
19 WHEREAS, the City Council of the City appointed David B.
20 Brearley ("Brearley") to serve as its City Attorney and approved the
21 City Attorney Employment Agreement effective July 1, 1977, which
22 provided for the terms and conditions of said employment; and
23 WHEREAS, the City Attorney Employment Agreement provides
24 that the City Attorney has the right to employ other attorneys in his
25 legal firm to provide legal services to the City and provides
26 compensation to the City Attorney for the services provided to the
27 City or the Redevelopment Agency of the City of Vernon (the "Agency")
28 by other attorneys in his legal firm; and
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1 WHEREAS, the City Attorney Employment Agreement requires the
2 City Attorney to provide legal services requested by the City Council;
3 and
4 WHEREAS, pursuant to the City Attorney Employment Agreement,
5 the City Attorney was deemed an employee of the City and, pursuant to
6 Government Code Sections 20335 and 20361, the City Attorney was
7 entitled to elect Public Employee Retirement System (PERS) benefits,
8 and said benefits were approved in said Agreement; and
9 WHEREAS, the City Council of the City negotiated and
10 established and approved a new City Attorney Employment Agreement in
11 1986, which provided for additional terms and conditions governing
12 the employment of Brearley as the City Attorney for the City; and
13 WHEREAS, the City Council of the City approved an amendment
14 to the City Attorney Employment Agreement on March 16, 1999, which
15 established the terms and conditions for Brearley's retirement under
16 PERS and provided for a transition between Brearley's service as the
17 City Attorney and the services of the new City Attorney for the City
18 to be effective November 1, 1999; and
19 WHEREAS, the PERS' rules apply to Brearley's work for the
20 City after said retirement and require that Brearley must be an
21 independent contractor and must not provide services in excess of 960
22 hours per calendar year; and
23 WHEREAS, the City Council of the City and the Agency entered
24 into an Agreement for Consulting Services with Ivanhoe Energy Services
25 & Development, Inc. ("Ivanhoe"), a Subchapter S Corporation, wholly
26 owned by Brearley and organized and maintained by Brearley, to provide
27 specialized consulting services. Such specialized services were
28 provided to the City, the Agency and the City staff, effective
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1 November 1, 1999; and
2 WHEREAS, the Ivanhoe Agreement for Consulting Services was
3 extended for an additional year effective November 1, 2000; and
4 WHEREAS, a new Agreement for Consulting Services was
5 approved on October 17, 2001, which provided for Brearley to continue
6 to provide consulting services to the City and the Agency as the
7 principal employee and President of Ivanhoe; and
8 WHEREAS, the Agency approved a special contract with Ivanhoe
9 on February 18, 1997 through January 31, 1998, which provided that
10 Brearley would provide specific consulting services of a business
11 development nature to support the Agency's efforts; and
12 WHEREAS, Brearley's performance as the City Attorney for the
13 City since 1977 has produced substantial benefits for the City and in
14 particular has been responsible for recommendations, implementation
15 and execution of many policies relating to the City's Light and Power
16 electric distribution system that has saved the City and the City's
17 electric customers in excess of $100,000,000 during this time period;
18 and
19 WHEREAS, pursuant to the City Attorney Employment Agreement,
20 Brearley established a small law firm in which attorneys employed by
21 Brearley and managed and directed by Brearley performed City Attorney
22 services as requested by the City; and
23 WHEREAS, the City Council of the City has previously
24 approved all of the City Attorney Employment Agreements and amendments
25 between the City and Brearley which are identified on Exhibit "A"
26 which is attached hereto and made a part hereof; and
27 WHEREAS, the City Council of the City has previously
28 approved four Agreements for Consulting Services with Ivanhoe, which
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1 are identified on Exhibit "B" which is attached hereto and made a part
2 hereof, wherein said consulting services were performed by Brearley,
3 the President of Ivanhoe; and
4 WHEREAS, Brearley's performance as a special consultant
5 pursuant to the Consulting Services Agreement with Ivanhoe has
6 produced substantial benefits to the City and, in particular, has been
7 responsible for recommendations, implementation, negotiation and
8 execution of the City's decision to become a Participating
9 Transmission Owner and turn over operational control of the City's
10 high voltage transmission assets to the Independent System Operator in
11 accordance with approved Federal Energy Regulatory Commission tariffs
12 which decision has saved the City and the City's electric customers in
13 excess of $5 million each year since January 1, 2000; and
14 WHEREAS, the City Council of the City believes that it has
15 received fair and reasonable consideration from Brearley in the
16 performance of these services in exchange for the payment of
17 compensation made to Brearley and Ivanhoe, pursuant to such agreements
18 listed in Exhibits"A" and "B" and hereby intends to ratify the
19 approval, administration, and execution of such agreements; and
20 WHEREAS, the City Council of the City, the Finance
21 Committee, and/or the Personnel Committee did not delegate to Bruce V.
22 Malkenhorst ("Malkenhorst") the right to conduct binding negotiations
23 and/or make binding negotiations or decisions for the City in respect
24 to the agreements listed in the attached Exhibits "A" and "B;" and
25 WHEREAS, the City Council, through the Finance Committee and
26 Personnel Committee was fully informed of the proposals made by
27 Brearley to Malkenhorst, and made all of the final decisions
28 respecting the issues provided for in said agreements, including the
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1 compensation provided for therein to (1) David B. Brearley in the City
2 Attorney Employment Agreement; and (2) to Ivanhoe Energy Services &
3 Development, Inc., a Subchapter S Corporation wholly owned by
4 Brearley; and
5 WHEREAS, all of these agreements listed in Exhibits "A" and
6 "B" were required by the Charter of the City to be approved directly
7 by the City Council, anEi :61ie -wei- _ s_ 4 get4 and so approved
8 directly by the City Council; and
9 WHEREAS, the City Council intends in this resolution to
10 ratify these agreements in their entirety at this time, and such
11 ratification .is based upon the independent information and knowledge
12 contained in the City's records and identifying the services performed
13 by Brearley and Ivanhoe and the recommendation presented by Eduardo
14 Olivo ("Olivo"), the current City Attorney of the City; and
15 WHEREAS, the City Council has not requested nor solicited
16 nor accepted any comments or recommendations from Malkenhorst with
17 respect to this ratification action.
18 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
19 CITY OF VERNON AS FOLLOWS
20 SECTION 1: The City Council of the City does hereby find and
21 determine that the recitals contained herein above are true and
22 correct.
23 SECTION 2: The City Council of the City hereby ratifies the
24 agreements listed in the attached Exhibits "A" and "B," and by this
25 ratification hereby places on the record of the City Council that said
26 listed agreements have received legislative approval and, further,
27 that the City Council declares that the City received fair, reasonable
28 sufficient and adequate consideration in return for the terms and
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1 conditions and compensation provided Brearley and Ivanhoe in said
2 listed agreements.
3 SECTION 3: The City Council of the City hereby ratifies
4 said listed agreements and exercises its authority found under the
5 Constitution of the State of California, the Charter of the City, and
6 the statutes of the State of California, including the Government
7 Code.
8 SECTION 4: The City Council of the City hereby declares
9 that it has not obtained comments nor recommendation nor assistance
10 from Malkenhorst in arriving at this decision to ratify said listed
11 agreements.
12 SECTION 5: The City Council of the City hereby directs
13 Olivo, the City Attorney, to prepare and insert into the public
14 records and minutes of the City Council of the City a description of
15 the action herein taken ratifying and approving said listed
16 agreements.
17 SECTION 6: The City Council of the City hereby declares
18 this action is taken by the City Council in full knowledge and with
19 full information concerning the Limited Partnership Agreement between
20 Malkenhorst and Brearley to develop a parcel of property in Hacienda
21 Heights, which said property is located approximately 15 miles from
22 the City.
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1 SECTION 7; The City Clerk of the City shall certify to the
2 passage of this resolution, and thereupon and thereafter the same
3 shall be in full force and effect.
4 APPROVED AND ADOPTED this 19th day of June, 2002.
5
6 EONIS C. 11BURG, Wayor .
7 ATTEST-
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9 BRUCE V. MALKENHORST, City Clerk
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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.
8003, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, June 19,
2002, and thereafter was duly signed by the Mayor of the City of
Vernon.
( SEAL )
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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EXHIBIT A
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1.
Resolution No. 5642, adopted on June 26, 1989,
approving changes
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in the City Attorney Employment Agreement dated
July 1, 1986, and
re -authorizing the terms and conditions of said
Agreement.
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2.
Resolution No. 5781, adopted on June 26, 1990,
approving changes
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in the City Attorney Employment Agreement dated
July 1, 1986, and
re -authorizing the terms and conditions of said
Agreement.
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3.
Resolution No. 5945, adopted on June 20, 1991,
approving changes
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in the City Attorney Employment Agreement dated
July 1, 1986, and
re -authorizing the terms and conditions of said
Agreement.
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4.
Resolution No. 6125, adopted on June 30, 1992,
approving changes
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in the City Attorney Employment Agreement dated
July 1, 1986, and
re -authorizing the terms and conditions of said
Agreement.
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5.
Resolution No. 6217, adopted on March 9, 1993,
approving changes
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in the City Attorney Employment Agreement dated
July 1, 1986, and
re -authorizing the terms and conditions of said
Agreement.
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6.
Resolution No. 6347, adopted on November 16, 1993,
approving
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changes in the City Attorney Employment Agreement
dated July 1,
1986, and re -authorizing the terms and conditions
of said
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Agreement.
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7.
Resolution No. 6391, adopted on February 22, 1994,
approving
changes in the City Attorney Employment Agreement
dated July 1,
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1986, and re -authorizing the terms and conditions
of said
Agreement.
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8.
Resolution No. 6470, adopted on June 30, 1994,
approving changes
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in the City Attorney Employment Agreement dated
July 1, 1986, and
re -authorizing the terms and conditions of said
Agreement.
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9.
The City Council approved a Special Legal Service
Agreement for
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Litigation Services dated June 22, 1995 through
April 1, 1999.
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10.
Resolution No. 6652, adopted on June 27, 1995,
approving changes
in the City Attorney Employment Agreement dated
July 1, 1986, and
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re -authorizing the terms and conditions of said
Agreement.
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11.
Resolution No. 6815, adopted on June 27, 1996,
approving changes
in the City Attorney Employment Agreement dated
July 1, 1986, and
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re -authorizing the terms and conditions of said
Agreement.
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12.
Resolution No. 6977, adopted on June 25, 1997,
approving changes
in the City Attorney Employment Agreement dated
July 1, 1986, and
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re -authorizing the terms and conditions of said
Agreement.
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EXHIBIT A
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13. Resolution No. 7166, adopted on July 7, 1998, approving changes
in the City Attorney Employment Agreement dated July 1, 1986, and
re -authorizing the terms and conditions of said Agreement.
14. Resolution No. 7282, adopted on March 16, 1999, approving changes
in the City Attorney Employment Agreement dated July 1, 1986, and
re -authorizing the terms and conditions of said Agreement.
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EXHIBIT A
EXHIBIT
1 EXHIBIT B
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1. Resolution No. RA-94, adopted on February 18, 1997, approving the
3 execution of an Agreement for Consulting Services by and between
the Redevelopment Agency of the City of Vernon and Ivanhoe Energy
4 Services & Development, Inc.
5 2. Resolution No. RA-104, adopted on August 5, 1997, approving an
.Amendment to the Consulting Services Agreement by and between the
6 Redevelopment Agency of the City of Vernon and Ivanhoe Energy
7 Services & Development, Inc.
3. a. Resolution No. RA-138, adopted on March 16, 1999, approving
8 an Agreement for Consulting Services by and between the City
of Vernon, the Redevelopment Agency of the City of Vernon
9 and Ivanhoe Energy Services & Development, Inc.
10 b. Resolution No. 7283, adopted on March 16, 1999, approving an
Agreement for Consulting Services by and between the City of
11 Vernon, the Redevelopment Agency of the City of Vernon and
12 Ivanhoe Energy Services & Development, Inc.
4. a. Resolution No. RA-184, adopted on October 3, 2000, approving
13 Amendment No. One to the Agreement for Consulting Services
by and between the City of Vernon, the Redevelopment Agency
14 of the City of Vernon and Ivanhoe Energy Services &
15 Development, Inc.
b. Resolution No. 7637, adopted on September 26, 2000,
16 approving Amendment No. One to the Agreement for Consulting
Services by and between the City of Vernon, the
17 Redevelopment Agency of the City of Vernon and Ivanhoe
18 Energy Services & Development, Inc.
5. a. Resolution No. RA-200, adopted on October 17, 2001,
19 approving an Agreement for Consulting Services by and
between the City of Vernon, the Redevelopment Agency of the
20 City of Vernon and Ivanhoe Energy Services & Development,
Inc.
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b. Resolution No. 7851, adopted on October 17,2001, approving
22 an Agreement for Consulting Services by and between the City
of,Vernon, the Redevelopment Agency of the City of Vernon
23 and Ivanhoe Energy Services & Development, Inc.
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EXHIBIT B
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AMENDMENT TO THE
AGREEMENT FOR CONSULTING SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONSULTING SERVICES is
made, entered into and executed in triplicate originals, either copy of
which may be considered and used as the original hereof for all
purposes, as of this 19th day of June, 2002.
BY AND BETWEEN THE CITY OF VERNON (hereinafter'
referred to as the "City")
4305 Santa Fe Avenue
Vernon, California 90058
AND THE REDEVELOPMENT AGENCY OF THE CITY
OF VERNON (hereinafter referred to
as the "Agency")
4305 Santa Fe Avenue
Vernon, CA 90058
AND IVANHOE ENERGY SERVICES &
DEVELOPMENT, INC. (hereinafter
referred to as the "Consultant")
2440 South Hacienda Boulevard #223
Hacienda Heights, CA 91745
RECITALS
WHEREAS, the City, the Agency and the Consultant are parties
to an Agreement for Consulting Services dated October 17, 2001
(hereinafter referred to as the "Agreement") under which Consultant was
to provide the City and the Agency with consulting services relating to,
municipal,business and economic issues, including matters relating to
municipal utility and redevelopment issues; and
WHEREAS, the method of payment for Consultant's services
under Section VI of the Agreement authorizes service hours in excess of
or less than thirty-five (35) hours per month to be carried forward
into the next month; and
1 WHEREAS, the Agreement requires the performance of four
2 hundred and twenty (420) hours of service during the full twelve (12)
3 month term of the Agreement and as of May 31, 2002, approximately four
4 hundred eighty-one (481) hours of service have been performed; and
5 WHEREAS, Section VII of the Agreement allows for changes and
6 additions to the scope of services to be performed by Consultant and
7 adjustments in compensation; and
8 WHEREAS, Section X.7 of the Agreement provides for the
9 termination. of the Agreement by either party; and
10 WHEREAS, the City, the Agency and the Consultant desire to
11 mutually terminate the Agreement effective as of June 30, 2002, and to
12 pay Consultant for excess service hours performed.
13 NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANTS,
14 THE PARTIES HERETO AGREE AS FOLLOWS:
15 SECTION lv Section V of the Agreement entitled
16 "COMPENSATION," subsection 1 entitled "Monthly Fee," is hereby amended
17 to read as follows.
18 1. Monthly Fee and Hourly Fee for Excess
19 Service Hours. The City shall compensate
20 Consultant for Consultant's obligation to
21 provide the services described herein the sum
22 of Ten Thousand Dollars ($10,000) per month
23 payable as provided in Section VI and in
24 addition thereto pay Consultant an hourly fee
25 of Two Hundred Eighty -Six Dollars and No Cents
26 ($286.00) per hour for all requested excess
27 service hours performed in excess of the four
28 hundred and twenty (420) hour requirement for
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the twelve (12) months.
SECTION 2: Section VII of the Agreement entitled "CHANGES
AND EXTRA SERVICES" is hereby amended to read as follows:
The City and Consultant may request additional
services to be performed by the Consultant..
All such requests shall be incorporated in
written change orders or amendments to the
Agreement executed by the City and the
Consultant that shall. specify the changes
requested and the adjustment of compensation
and completion time required thereof.
The parties hereby agree that extra services
were requested by the City and that such extra
services exceeded the four hundred and twenty
(420) hour requirement and that such extra
services shall be compensated in accordance
with the Compensation provision provided for in
Section V.l.
SECTION 3: Pursuant to Section X of the Agreement entitled
"GENERAL PROVISIONS," Subsection ""7"" entitled "Termination,"' the City,
the Agency and the Consultant have mutually agreed to terminate the
Agreement effective June 30, 2002. Consultant shall be entitled to
compensation earned by it prior to the date of termination in
accordance with the Compensation provided for in Section Vol herein.
SECTION 4: This Amendment shall be effective on Wednesday,
June 19, 2002, and shall terminate when the Agreement terminates.
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SECTION 5: In all other respects, the terms and conditions
of the Agreement shall be renewed in its entirety.
IN WITNESS WHEREOF, City, Agency and Consultant have executed
this Amendment as of the date first hereinabove set forth.
CITY OF VERNON
B y
LEONIS C. MAL URG, M yor
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPR D AS TO FORM:
- cis
EDUARDO OLIVO, City Attorney
ATTEST:�
BY: <y�
BRUCE V. MALKENHORST, Secretary
APPROVED AS TO FORM:
BY:
EDUARDO OLIVO, Legal Counsel
THE REDEVELOPMENT AGENCY OF THE
CITY OF VERNON
BY:
L ONIS C. MALBUR Chair n
IVANHOE ENERGY SERVICES &
DEVELOPMENT, INC.
BY:
DAVID B. BREARLEY, Pre ident
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