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Resolution No. 83742 3 4 5 6 7 8 0 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8374 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CONSULTING AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND MIKE ROOS FOR THE MALBURG GENERATING STATION PROJECT WHEREAS, the City of Vernon has determined that it needs the services of a consultant to assist the City in its efforts to provide and preserve jobs by retaining and attracting industrial companies (hereinafter referred to as the "Industrial Development Financing Project"); and WHEREAS, the City of Vernon desires to engage the services of Mike Roos as a public affairs consultant for matters concerning the Industrial Development Financing Project; and WHEREAS, on January 28, 2004, the Finance Committee considered the recommendation of Bruce V. Malkenhorst, the Director of Finance, dated January 21, 2004, that the City Attorney be authorized to negotiate an agreement with Mike Roos to retain his services; 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 a consulting agreement with Mike Roos. 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 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 approves the Consulting Agreement with Mike Roos, 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: Mike Roos 515 S. Flower Street, Suite 3500 Los Angeles, CA 90071 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 18th day of February, 2004. ATTEST• , BRUCE V. MALKENHORST, City Clerk ILEONIS C. MA BURG, gayor - 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. 8374, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, February 18, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) fs� BRUCE V. MALKENHORST, City 71rk - 3 - EXHIBIT CONSULTING 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 day of February, 2004, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND MIKE ROOS (hereinafter referred to as "Roos" or "Consultant") 515 South Flower Street, Suite 3500 Los Angeles, CA 90071 RECITALS WHEREAS, the City has determined that it needs to engage the services of Roos to advocate on the City's behalf regarding certain matters; and WHEREAS, Roos is a public affairs consultant; and NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET FORTH HEREIN: 1. SCOPE OF SERVICES. The City retains Roos to act as a consultant to advocate on behalf of the City for the term of this agreement. The scope of services specifically includes, but is not limited to, the development and implementation of a strategic plan that results in the industrial development and redevelopment of the City; securing the electric load for the Malburg Generating Station ("MGS") Project; and assisting the City with federal and state regulatory environmental issues associated with the MGS Project. Consultant will attend meetings and marshal collateral support in order to successfully complete the strategic planning and execution of the process. 2. TERM. This Agreement is effective upon its full execution and terminates upon completion of the project as defined solely by the City. The City or Consultant may terminate this Agreement with or without cause by providing written notice to the other party not less than ten (10) days prior to the termination date stated in the notice. 3. COMPENSATION. Consultant shall be entitled to receive a monthly fee of ten thousand dollars ($10,000.00) during the term of this Agreement. The first monthly payment of ten thousand dollars ($10,000.00) shall accompany this Agreement. Thereafter, each monthly payment of ten thousand dollars ($10,000.00) is agreed to be due and payable, without additional notice or demand, on or before the fifteenth (15th) day of each calendar month beginning on or before March 15, 2004. 4. OTHER EXPENSES. The consulting fee described above shall include any charges incurred by Roos, including the cost of services performed by associates, subcontractors or other persons acting on the City's behalf with the City's consent. Such persons, acting on the City's behalf, shall comply with the intent of this Agreement and represent the City's interests. 5. INDEMNIFICATION. During the term of this Agreement, the City agrees to indemnify and defend Roos against any and all claims made by third parties as a result of any lawful activity engaged in by Roos hereunder with the prior consent and approval of the City. Conversely, Roos agrees to indemnify and defend the City against any and all claims made by third parties as a result of any activity engaged in by Roos without the City's prior consent and approval. 6. CONFLICT OF INTEREST. Consultant agrees to expend such time as may be reasonably necessary to insure the successful accomplishments and objectives. Notwithstanding the foregoing, nothing in this Agreement shall be construed to prohibit Consultant from accepting engagements with other clients provided that such other engagements do not conflict with the City's interests in any manner whatsoever. In the event that a potential conflict should arise between the interests of the City and the interests of any of Consultant's other clients, Consultant shall notify City of such potential conflict. Notice of the existence of a potential conflict of interest shall be given in writing to City within ten (10) days of the perceived conflict. The conflict of interest letter shall specify when the potential conflict arose, the identity of the other party(ies) and the facts that give rise to the potential conflict. In the event that a potential conflict of interest is deemed by City to be an actual conflict of interest, City may, at its discretion, terminate this Agreement immediately. 7. RELATIONSHIP OF PARTIES. Consultant shall conform with any instruction given by City Administrator or his designee and may not make any representation, promise, contract, agreement or do any other act binding City. City is not responsible for any act or failure to act by Consultant in excess of or contrary to City's instruction. Except as the City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. 8. PRODUCTS OF CONSULTING. All documents, data, studies and reports prepared by Consultant under this Agreement, with the exception of Confidential Information provided by businesses located in City, shall be considered the property of City. Consultant shall deliver such documents and materials to City as they are generated; however, Consultant may take and retain copies of said documents and materials that are not Confidential Information, as desired. 2 A a i 9. CONFIDENTIAL INFORMATION. a. Access to Confidential Information. City may provide Consultant with, or allow Consultant and/or its subcontractor with, or allow Consultant access to, certain information not available to the public concerning, but not limited to City, or businesses located in City. The information may include, but is not limited to, company information, taxes, sales, value of assets, utility usage, confidential policies, or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Agreement. b. No Disclosure. Except as expressly permitted, Consultant and/or its subcontractor 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 and/or its subcontractor 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 such Confidential Information and any documents provided may be used by Consultant and/or its subcontractor only as authorized by City. Consultant shall include a contract provision in its contract with subcontractors that binds the subcontractors to this non -disclosure requirement. Consultant shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. c. 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 responding to any such order or subpoena. Consultant 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. d. 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. 10. GENERAL PROVISIONS. a. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered 3 pursuant to this Agreement except to the extent that such services involve the use of City property or Confidential Information. b . Amendments. This Agreement may be modified or amended only by a written document executed by both parties. C. Benefit Of Agreement. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. d. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the State of California as enacted and in force at the time this Agreement is executed. e. Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a state court in the County of Los Angeles, California. 11. This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof. Consultant represents that in entering into this Agreement, Consultant has not relief on any previous representations or understandings of any kind. IN WITNESS WHEREOF, City and Consultant have executed this Agreement by and through their authorized officers as of the date first set forth above. City of Vernon LEONIS C. MALBURG Mayor ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: i ERIC T. FRESCH, City Attorney 4 SUPPORTING DOCUMENTS CONSULTING 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 21f day of February, 2004, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND MIKE ROOS (hereinafter referred to as "Roos" or "Consultant") 515 South Flower Street, Suite 3500 Los Angeles, CA 90071 RECITALS WHEREAS, the City has determined that it needs to engage the services of Roos to advocate on the City's behalf regarding certain matters; and WHEREAS, Roos is a public affairs consultant; and NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET FORTH HEREIN: 1. SCOPE OF SERVICES. The City retains Roos to act as a consultant to advocate on behalf of the City for the term of this agreement. The scope of services specifically includes, but is not limited to, the development and implementation of a strategic plan that results in the industrial development and redevelopment of the City; securing the electric load for the Malburg Generating Station ("MGS") Project; and assisting the City with federal and state regulatory environmental issues associated with the MGS Project. Consultant will attend meetings and marshal collateral support in order to successfully complete the strategic planning and execution of the process. 2. TERM. This Agreement is effective upon its full execution and terminates upon completion of the project as defined solely by the City. The City or Consultant may terminate this Agreement with or without cause by providing written notice to the other party not less than ten (10) days prior to the termination date stated in the notice. 3. COMPENSATION. Consultant shall be entitled to receive a monthly fee of ten thousand dollars ($10,000.00) during the term of this Agreement. The first monthly payment of ten thousand dollars ($10,000.00) shall accompany this Agreement. Thereafter, each monthly payment of ten thousand dollars ($10,000.00) is agreed to be due and payable, without additional notice or demand, on or before the fifteenth (15th) day of each calendar month beginning on or before March 15, 2004. 4. OTHER EXPENSES. The consulting fee described above shall include any charges incurred by Roos, including the cost of services performed by associates, subcontractors or other persons acting on the City's behalf with the City's consent. Such persons, acting on the City's behalf, shall comply with the intent of this Agreement and represent the City's interests. 5. INDEMNIFICATION. During the term of this Agreement, the City agrees to indemnify and defend Roos against any and all claims made by third parties as a result of any lawful activity engaged in by Roos hereunder with the prior consent and approval of the City. Conversely, Roos agrees to indemnify and defend the City against any and all claims made by third parties as a result of any activity engaged in by Roos without the City's prior consent and approval. 6. CONFLICT OF INTEREST. Consultant agrees to expend such time as may be reasonably necessary to insure the successful accomplishments and objectives. Notwithstanding the foregoing, nothing in this Agreement shall be construed to prohibit Consultant from accepting engagements with other clients provided that such other engagements do not conflict with the City's interests in any manner whatsoever. In the event that a potential conflict should arise between the interests of the City and the interests of any of Consultant's other clients, Consultant shall notify City of such potential conflict. Notice of the existence of a potential conflict of interest shall be given in writing to City within ten (10) days of the perceived conflict. The conflict of interest letter shall specify when the potential conflict arose, the identity of the other party(ies) and the facts that give rise to the potential conflict. In the event that a potential conflict of interest is deemed by City to be an actual conflict of interest, City may, at its discretion, terminate this Agreement immediately. 7. RELATIONSHIP OF PARTIES. Consultant shall conform with any instruction given by City Administrator or his designee and may not make any representation, promise, contract, agreement or do any other act binding City. City is not responsible for any act or failure to act by Consultant in excess of or contrary to City's instruction. Except as the City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. 8. PRODUCTS OF CONSULTING. All documents, data, studies and reports prepared by Consultant under this Agreement, with the exception of Confidential Information provided by businesses located in City, shall be considered the property of City. Consultant shall deliver such documents and materials to City as they are generated; however, Consultant may take and retain copies of said documents and materials that are not Confidential Information, as desired. K 9. CONFIDENTIAL INFORMATION. a. Access to Confidential Information. City may provide Consultant with, or allow Consultant and/or its subcontractor with, or allow Consultant access to, certain information not available to the public concerning, but not limited to City, or businesses located in City. The information may include, but is not limited to, company information, taxes, sales, value of assets, utility usage, confidential policies, or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Agreement. b. No Disclosure. Except as expressly permitted, Consultant and/or its subcontractor 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 and/or its subcontractor 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 such Confidential Information and any documents provided may be used by Consultant and/or its subcontractor only as authorized by City. Consultant shall include a contract provision in its contract with subcontractors that binds the subcontractors to this non -disclosure requirement. Consultant shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. c. 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 responding to any such order or subpoena. Consultant 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. d. 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. 10. GENERAL PROVISIONS. a. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement except to the extent that such services involve the use of City property or Confidential Information. b . Amendments. This Agreement may be modified or amended only by a written document executed by both parties. C. Benefit Of Agreement. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. d. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the State of California as enacted and in force at the time this Agreement is executed. e. Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a state court in the County of Los Angeles, California. 11. This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof. Consultant represents that in entering into this Agreement, Consultant has not relief on any previous representations or understandings of any kind. IN WITNESS WHEREOF, City and Consultant have executed this Agreement by and through their authorized officers as of the date first set forth above. City of Vernon Mike Roos, a sole G- �C r � B � LEONIS C. MALB�IRG MIKE Mayor ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: ERIC T. FRESCH, ity Attorney 4 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. 9749 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON TERMINATING THE CONSULTING AGREEMENT WITH MIKE ROOS AND REPEALING ALL RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT THEREWITH WHEREAS, on February 18, 2004, the City Council of the City of Vernon adopted Resolution No. 8374 approving and authorizing the execution of a Consulting Agreement (the "Agreement") with Mike Roos ("Roos") for consulting services relating to the Malburg Generating Station; and WHEREAS, on February 20, 2007, the City Council of the City of Vernon adopted Resolution No. 9247 approving and authorizing the execution of an Amendment No. One to the Agreement with Roos; and WHEREAS, Section 2 of the Agreement provides that the Agreement may be terminated after providing not less than ten (10) days written notice to the other party prior to the termination date; and WHEREAS, the City desires to terminate the Agreement with Roos effective November 13, 2008. 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 terminates the Agreement with Roos effective November 13, 2008. SECTION 3: The City Council of the City of Vernon hereby authorizes the City Attorney to provide a notice of termination to 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 Roos and to instruct Roos to cease providing any services as of the date of the notice and to incur no further expenses during the 10-day notice period. SECTION 4: The City Council of the City of Vernon hereby authorizes the City to pay Roos for his services pursuant to the Agreement. SECTION 5: All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed. SECTION 6: 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 November, 2008. ATTE T• MANUELA GIRON, City lerk 5v�- ,AWE Name: Hilario Gonzales Title-Xa-yMayor Pro-Tem - 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, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9749, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, November 3, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) MANUELA GIR N, City Clerk - 3 - CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: November 5, 2008 TO: onal O'Callaghan-, Director of Light & Power FROM: Nelly Giron, City Clerk RE: Resolution No. 9749 - A Resolution of the City Council of the City of Vernon Terminating the Consulting Agreement With Mike Roos and Repealing All Resolutions or Parts of Resolutions in Conflict Therewith Transmitted herewith is a copy of Resolution No. 9749 referenced above, which was approved by City Council on November 3, 2008. Thank you. NG:dr c: Resolution No. 9749