Resolution No. 85411
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RESOLUTION NO. 8541
A RESOLUTION OF THE CITY COUNCIL OF,THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
CONSULTING SERVICES AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND ENERGY SOLUTIONS INTERNATIONAL
RELATING TO FEDERAL ENERGY REGULATORY COMMISSION
MATTERS
WHEREAS, the City of Vernon ("City") desires to retain the
services of a consultant to provide expert written testimony and other
services, as needed, in connection with the transmission revenue
requirement of the City in Federal Energy Regulatory Commission
("FERC") Docket No. EL00-105; and
WHEREAS, Mohammed J. Beshir, Ph.D of Energy Solutions
International ("Energy Solutions") has assisted the City in the past
in other FERC related matters and therefore can provide the expert
testimony required by the City in a more efficient and effective
manner; and
WHEREAS, in order to meet the urgent need to begin
preparation of the written testimony because of significant time
limitations, the City Administrator executed a Consulting Services
Agreement (the "Agreement") with Energy Solutions on September 15,
2004, subject to ratification by the City Council; and
WHEREAS, on October 6, 2004, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, the Director of
Finance, dated September 23, 2004, that the actions of the City
Administrator in executing the AgreementwithEnergy Solutions be
ratified; and
WHEREAS, the City Council desires to approve and ratify the
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Agreement, as executed by the City Administrator; 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 ratify entering into the Agreement with Energy Solutions.
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
ratifies the execution of the Consulting Services Agreement with
Energy Solutions International, a copy of which is attached hereto as
Exhibit A and incorporated by reference.
SECTION 3: 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 6th day of October, 2004.
ATTEST:
s
BRUCE V. MALKENHORST, City Clerk
r
LEONIS C. MAL URG, M yor
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1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 8541, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Wednesday, October 6,
8 2004, and thereafter was duly signed by the Mayor of the City of
9 Vernon.
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BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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in
PA
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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 15th day of
September, 2004, in the City of Vernon, County of Los Angeles,
California
BY AND BETWEEN
1�
THE CITY OF VERNON, (hereinafter
"City")
4305 Santa Fe Avenue
Vernon, California 90058
ENERGY SOLUTIONS INTERNATIONAL
(hereinafter "Consultant")
11318 Terra Vista Way
Lake View Terrace, California 91342
1. Scope of Services. Consultant shall prepare testimony
and provide services, as needed in connection with the Federal Energy
Regulatory Commission's review of the City's transmission revenue
requirement in the matter of FERC Docket No. Docket No. EL00-105-007.
Consultant's services have already commenced at the request of the City
and shall continue until such services are completed or unless this
agreement is terminated or extended.
2. Compensation. The City shall compensate the Consultant
in the amount of $140 per hour for services rendered in the preparation',
of testimony during the evenings and weekends and $165 per hour for all
other hours, including consultation with City and any other matters
related to such preparation. City shall compensate Consultant in the
amount of $195 per hour for actual testimony in this docket at the
FERC. City shall also pay reasonable and necessary travel expenses in
connection with Consultant's testimony at the FERC and other expenses
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related to the preparation of the testimony. Any other expenses may be
billed but only if given advance approval in writing by the City
Administrator. Within thirty (30) days after the last day of any month
in which services have been performed or costs incurred hereunder, the
Consultant shall submit an invoice to the City stating the amount due.
(Payment of the invoice shall be made after acceptance and approval by
the City within thirty (30) days.
3. Independent Contractor. At all times during the term of
this Agreement, the Consultant shall be an independent contractor and
shall not be an employee of the City. The City shall have the right to
control the consultant only insofar as the results of the Consultant's
services rendered pursuant to this Agreement; however, the City shall
not have the right to control the means by which the Consultant
accomplishes services rendered pursuant to the Agreement except to the
extent that such services involve the use of City of Vernon property or
lConfidential Information.
4. Consultant Not Agent. Except as the City may specify in
writing, the consultant shall have no authority, express or implied, to
act on behalf of the City in any capacity whatsoever as an agent. The
Consultant shall have no authority, expressed or implied, pursuant to
this Agreement to bind the City to any obligation whatsoever.
S. Products of Consulting. All products of consulting
services with the exception of computer software developed by the
Consultant, shall become the property of the City and shall be
delivered to the City before the end of the performance of this
Agreement. However, computer software shall remain the property of the
Consultant, except for the City's continued right to use said software
at no extra cost.
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6. Indemnification. The Consultant shall indemnify, defend,
protect and hold the 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, judgments, and
all costs and expenses incurred in connection therewith, including
reasonable attorneys' fees and costs of defense arising, directly or
indirectly, in whole or in part, out of the services performed under
this Agreement, except to the extent arising from or caused by the sole
negligence or willful misconduct of the City, its officers, agents or
employees.
7. Insurance. Consultant agrees to provide and maintain
insurance in the following amounts and forms (combined single limit
acceptable):
Coverage and
Limits
Bodily
Injury
Property
Damage
Type
Ea.
Person
Ea.
Accident
Ea.
Accident
Automobile Liability
Owned Automobiles
$
250,000
$
500,000
$
100,000
Hired Automobiles
$
250,000
$
500,000
$
100,000
Non -Owned Automobiles
$
250,000
$
500,000
$
100,000
Workers' Compensation (Self -Employed Independent Contractor)
8. Confidential Information
A. Access to Confidential Information. The City of
Vernon may provide Consultant with certain information not legally
subject to public disclosure concerning the.City of Vernon, or
businesses located in the City of Vernon. Such information shall be
known as "Confidential Information."
B. No Disclosure. Consultant shall return any written
Confidential Information, and all copies made of such items, to the
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1 City upon the'City's written request, but in any event not later than
2 the date that the Consultant has performed all services to be performed
3 pursuant to this Agreement. Consultant hereby agrees that such
4 Confidential Information and any documents provided may be used by
5 Consultant only as authorized by the City or the City of Vernon.
6 Consultant shall take reasonable measures to avoid any disclosure of
7 any such Confidential Information to any unauthorized person.
8 C. Court Ordered Disclosure. Consultant shall
9 immediately notify the City of any court order or subpoena requiring
10 disclosure.of Confidential Information, and shall cooperate with City's
11 legal counsel in responding to any such order or subpoena. Consultant
12 may only disclose such Confidential Information after legal counsel has
13 exhausted any lawful and timely appeal or challenge.
14 D. Remedies. In addition to any other remedies that it
15 may have at law or in equity, the City shall be entitled to a temporary
16 and permanent injunction by a court of competent jurisdiction against
17 any breach or threatened breach of the Confidential Information
18 provisions of this Agreement. Consultant acknowledges that in case of
19 such breach or threatened breach, the City would have no adequate
20 remedy at law.
21 9. Assignment Prohibited. No party to this Agreement may
22 assign any right or obligation pursuant to this Agreement except with
23 the express written consent of the other party. Any other attempted or
24 purported assignment of any right or obligation pursuant to this
25 Agreement shall be void and of no effect.
26 10. Termination. This Agreement may be terminated by the
27 City on thirty (30) days written notice to the Consultant. The
28 Consultant shall be entitled to the compensation earned by it prior to
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the date of the termination notice, computed pro rata up to and
including that date, plus compensation for work performed during the
thirty -day notice period and authorized in the termination notice.
11. Governing Law. The validity, interpretation and
performance of this Agreement shall be controlled and construed under
the laws of the State of California.
12. Attorneys' Fees. In the event that it becomes necessary
for either party to this Agreement to enforce any of the provisions of
this Agreement, the parties agree that a court of competent
jurisdiction may determine and fix reasonable attorneys' fees to be
paid to the successful litigant.
13. Notices. Notices to the parties unless otherwise
requested in writing shall be sent to the addresses listed on the first
page of this Agreement.
IN WITNESS WHEREOF, the City and the Consultant have executed
this Agreement as of the date first hereinabove set forth.
THE CITY OF VERNON ENERGY SOLUTIONS INTERNATIONAL
BY: BY:
BRUCE V. MALKENHORST, MOHAMMED J. BESHI , Ph.D
Chief Executive Officer ESI President and
Principal Engineer
APPROVED AS TO FORM:
C�� ;Za
Eric T. Fresch, City Attorney
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SUPPORTING
DOCUMENTS
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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 15th day of
September, 2004, in the City of Vernon, County of Los Angeles,
California
BY AND BETWEEN THE CITY OF VERNON, (hereinafter
"City")
4305 Santa Fe Avenue
Vernon, California 90058
AND ENERGY SOLUTIONS INTERNATIONAL
(hereinafter "Consultant")
11318 Terra Vista Way
Lake View Terrace, California 91342
1. Scope of Services. Consultant shall prepare testimony
and provide services, as needed in connection with the Federal Energy
Regulatory Commission's review of the City's transmission revenue
requirement in the matter of FERC Docket No. Docket No. EL00-105-007.
Consultant's services have already commenced at the request of the City
and shall continue until such services are completed or unless this
agreement is terminated or extended.
2. Compensation. The City shall compensate the Consultant
in the amount of $140 per hour for services rendered in the preparation
of testimony during the evenings and weekends and $165 per hour for all
other hours, including consultation with City and any other matters
related to such preparation. City shall compensate Consultant in the
amount of $195 per hour for actual testimony in this docket at the
FERC. City shall also pay reasonable and necessary travel expenses in
connection with Consultant's testimony at the FERC and other expenses
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FIR
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related to the preparation of the testimony. Any other expenses may be
billed but only if given advance approval in writing by the City
Administrator. Within thirty (30) days after the last day of any month
in which services have been performed or costs incurred hereunder, the
Consultant shall submit an invoice to the City stating the amount due.
Payment of the invoice shall be made after acceptance and approval by
the City within thirty (30) days.
3. Independent Contractor. At all times during the term of
this Agreement, the Consultant shall be an independent contractor and
shall not be an employee of the City. The City shall have the right to
control the consultant only insofar as the results of the Consultant's
services rendered pursuant to this Agreement; however, the City shall
not have the right to control the means by which the Consultant
accomplishes services rendered pursuant to the Agreement except to the
extent that such services involve the use of City of Vernon property or
Confidential Information.
4. Consultant Not Agent. Except as the City may specify in
writing, the consultant shall have no authority, express or implied, to
act on behalf of the City in any capacity whatsoever as an agent. The
Consultant shall have no authority, expressed or implied, pursuant to
this Agreement to bind the City to any obligation whatsoever.
5. Products of Consulting. All products of consulting
services with the exception of computer software developed by the
Consultant, shall become the property of the City and shall be
delivered to the City before the end of the performance of this
Agreement. However, computer software shall remain the property of the
Consultant, except for the City's continued right to use said software
at no extra cost.
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6. Indemnification. The Consultant shall indemnify, defend,
protect and hold the 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, judgments, and
all costs and expenses incurred in connection therewith, including
reasonable attorneys' fees and costs of defense arising, directly or
indirectly, in whole or in part, out of the services performed under
this Agreement, except to the extent arising from or caused by the sole
negligence or willful misconduct of the City, its officers, agents or
employees.
7. Insurance. Consultant agrees to provide and maintain
insurance in the following amounts and forms (combined single limit
acceptable):
Coverage and Limits
Bodily Injury Property Damage
Type Ea. Person Ea. Accident Ea. Accident
Automobile Liability
Owned Automobiles $ 250,000
Hired Automobiles $ 250,000
Non -Owned Automobiles $ 250,000
$ 500,000
$
100,000
$ 500,000
$
100,000
$ 500,000
$
100,000
Workers' Compensation (Self -Employed Independent Contractor)
8. Confidential Information
A. Access to Confidential Information. The City of
Vernon may provide Consultant with certain information not legally
subject to public disclosure concerning the City of Vernon, or
businesses located in the City of Vernon. Such information shall be
known as "Confidential Information."
B. No Disclosure. Consultant shall return any written
Confidential Information, and all copies made of such items, to the
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City upon the 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 only as authorized by the City or the City of Vernon.
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 the City of any court order or subpoena requiring
disclosure.of Confidential Information, and shall cooperate with City's
legal counsel in responding to any such order or subpoena. Consultant
may only disclose such Confidential Information 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, the 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, the City would have no adequate
(remedy at law.
9. Assignment Prohibited. No party to this Agreement may
assign any right or obligation pursuant to this Agreement except with
the express written consent of the other party. Any other attempted or
purported assignment of any right or obligation pursuant to this
Agreement shall be void and of no effect.
10. Termination. This Agreement may be terminated by the
City on thirty (30) days written notice to the Consultant. The
Consultant shall be entitled to the compensation earned by it prior to
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1 the date of the termination notice, computed pro rata up to and
2 including that date, plus compensation for work performed during the
3 thirty -day notice period and authorized in the termination notice.
4 11. Governing Law. The validity, interpretation and
5 performance of this Agreement shall be controlled and construed under
6 the laws of the State of California.
7 12. Attorneys' Fees. In the event that it becomes necessary
8 for either party to this Agreement to enforce any of the provisions of
9 this Agreement, the parties agree that a court of competent
10 jurisdiction may determine and fix reasonable attorneys' fees to be
11 paid to the successful litigant.
12 13. Notices. Notices to the parties unless otherwise
13 requested in writing shall be sent to the addresses listed on the first
14 page of this Agreement.
15 IN WITNESS WHEREOF, the City and the Consultant have executed
16 this Agreement as of the date first hereinabove set forth.
17
18 THE CITY OF VERNON ENERGY SOLUTIONS INTERNATIONAL
19
20 BY. BY:
a
BRUCE V. MALKENHORST, MOHAMMED J. BESHI , Ph.D
21 Chief Executive Officer ESI President and
22 Principal Engineer
23
APPROVED AS TO FORM:
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25
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26 Eric T. Fresch, City Attorney
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SUPPORTING
DOCUMENTS
-21st Century Insurance
1-800 211-SAVE
AUTOMOBILE POLICY DECLARATION PAGE
** INSURED'S COPY **
RENEWAL DECLARATION OFFER
EFFECTIVE 09/18/04
TM TUC C11VMT DAVMCMT TC MnT DCf`CTVCn
PERIODPOLICY NUMBER POLICY
C
AP 3567120 (FROM 09/18/04 ITO 03/18/05
BY THE RENEWAL EFFECTIVE DATE NOTED
ABOVE, YOUR POLICY BECOMES NULL AND
VOID.
NAMED INSURED AND ADDRESS
MOHAMMED J BESHIR
ASIA BESHIR
11318 TERRA VISTA WAY
LAKEVIEW TERR CA 91342
When attached to the Personal Auto Policy, these declarations complete the policy and represent the current status of your coverages and limits of liability.
VEHICLE(S) AND DRIVER(S)
1
2003
1993
MBNZ ML350
PREVIA LE
4JGAB57E73A441910
JT3AC12R8P1075342
W
P
MCD\GD 91342
MCD\GD 91342
12000
5000
3
1
MOHAMMED
ASIA BESHIR
COVERAGES
32
17
0
0
GDD
GDD
3
LIMIT OF LIABIL ITY
COVERAGE IS PROVIDED
D
I ED WHERE A PREMIUM AND A LIMIT OF LIABILITY ARE SHOWN FOR THE COVERAGE
.::.:...............:::::r:.........
PREMIUM
(IN
,..:..:i
DOLLARS)
:.°:::.:..:.::
..... iiii
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Hill i.
A. Bodily Injury
--INCLUDES $0.90 PER VEHICLE FRAUD FEE
$ 250,000 Each Person $500 000 Each Accident
172
117
B. Proa Damage
$ 100,000 Each Accident
87
67
C. Medical Payments
$ 5, 000 Each Person
33
44
D. Uninsured Motorist
$ 100,,000 Each Person $30 ,000 Each Accident
37
47
DAMAGE TO YOUR VEHICLE
100 Ded.
Ded.
ACTUAL CASH
VALUE LESS
E. COMPREHENSIVE
S 1000 Ded,1$
Ded.
51
17
DEDUCTIBLE
F. COLLISION
$ 300 Ded.
$ Ded.
$ 1000 Ded.
$ Ded.
185
97
D1. UNINSURED MOTORIST- PD
DED WAIVE DED WAIVE
4
6
J. ADDITIONAL EQUIPMENT
FIRST $1000 IS AUTOMATICALLY
INCLUDED WITH COMPREHENSIVE OR
COLLISION.
ADDITIONAL COVERAGE IS OPTIONAL
$ 1,000 TOTAL $
$ 1,000 INCL. $
$ 0 ADD'L $
TOTAL
INCL.
ADD'L
$ 1,000 TOTAL
$ 1, 000 INCL.
$ O ADD'L
$ TOTAL
$ INCL
$ ADD'L
G. TOWING & LABOR
$50 ach
Isa lement Automatically Included
INCL
INCL
H. RENTAL REIMBURSEMENT
TIV:..
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d 08/24/04
PRESIDENT DATE
�I�IIII�IIIII�hNlhh�l�l
- STATEMENT OF ACCOUNT FOR POLICY 3567120 —
TOTAL PREMIUM ................ S 964.00
CHOOSE THE PAYMENT PLAN YOU PREFER:
AY IN FULL S 964.00 09/18/04
*2-PAY PLAN S 486.00 09/18/04
S 486.00 11/18/04
*4-PAY PLAN S 245.00 09/18/04
S 245.00 10/18/04
S 245.00 11/18/04
S g4.5.00 1J6J84QJ
* INCLUDES $4 PER PAYMENT SERVICE CHARGE