Resolution No. 85832
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RESOLUTION NO. 8583
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AMENDMENT NO. TWO TO AGREEMENT FOR PROFESSIONAL
CONSULTING SERVICES BY AND BETWEEN THE CITY OF
VERNON AND WRMS ENGINEERING, INC., A WHOLLY -OWNED
SUBSIDIARY OF CALPINE CORPORATION, FOR THE MALBURG
GENERATING STATION PROJECT
WHEREAS, on February 5, 2003, the City Council of the City
of Vernon adopted Resolution No. 8148 approving an Agreement for
Professional Consulting Services (the "Agreement") with WRMS
Engineering, Inc., which was then a wholly -owned subsidiary of Calpine
Corporation ("WRMS"); and
WHEREAS, on September 1, 2004, the City Council of the City
of Vernon adopted Resolution No. 8528 ratifying the approval of a
First Change Order to the Agreement for additional services in the sum
of $685,951.00; and
WHEREAS, on November 3, 2004, the Finance Committee
(considered the recommendation of Bruce V. Malkenhorst, the Director of
Finance, dated October 28, 2004, that an amendment to the Agreement
with WRMS for an extended duration through August 31, 2005 for
additional sum of $770,000.00 be approved and executed; 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 amendment to the Agreement with WRMS.
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
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finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Amendment No. Two to Agreement for Professional Consulting
Services with WRMS Engineering, Inc., in substantially the same form as
the copy which is attached hereto as Exhibit A and incorporated by
reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Amendment 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
Amendment to:
WRMS ENGINEERING, INC.
Attn. Vice President, Finance & Administration
1556 Parkside Drive
Walnut Creek, CA 94596
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 November, 2004.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
EONIS C. MAL URG, Mayor
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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.
8583, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, November 3
2004, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
1 AMENDMENT NO. TWO TO AGREEMENT FOR
2 PROFESSIONAL CONSULTING SERVICES
3 DRAFT
4 THIS AMENDMENT NO. TWO TO AGREEMENT FOR PROFESSIONAL
5 CONSULTING SERVICES (this "Amendment") is made, entered into and
6 executed in duplicate originals, either copy of which may be
7 considered and used as the original hereof for all purposes, as of
8 this 3rd day of November, 2004, in the City of Vernon, County of Los
9 Angeles, California
10 BY AND BETWEEN THE CITY OF VERNON (hereinafter
referred to as "City")
11 4305 Santa Fe Avenue
Vernon, CA 90058
12
AND WRMS ENGINEERING, INC.,
13 (hereinafter referred to as
"Consultant"), a wholly owned
14 subsidiary of Calpine Corporation
1556 Parkside Drive
15 Walnut Creek, CA 94596
16 RECITALS
17
18 WHEREAS, the City and Consultant entered into that certain
19 Agreement for Professional Services dated January 22, 2003, as amended
20 on September 22, 2003 (collectively the "Agreement") pursuant to which
21 the parties agreed that Consultant, which was then a wholly owned
22 subsidiary of Calpine Corporation, would provide professional
23 engineering services in connection with the City's development of the
24 Malburg Generating Station Project (the "Project") on the terms and
25 conditions described in the Agreement; and
26 WHEREAS, City and Consultant have agreed to extend the
27 duration of the rates and expenses indicated on Exhibit B-4-WRMS
28 Rate/Expense Schedule until August 31, 2005 for an additional sum of
1 $770,000.00 under the terms and conditions of the Agreement; and
2 WHEREAS, paragraph 15.J of the Agreement requires that
3 amendments or modifications be accomplished in writing; and
4 WHEREAS, the City and Consultant desire to enter into this
5 amendment to modify the terms of the Agreement as set forth below.
6 Each initially capitalized term used in this amendment without
7 definition shall have the meaning ascribed to such term in the
8 Agreement
9 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
10 FORTH HEREIN:
11 SECTION 1: Amended Exhibit B-4 - WRMS Rate/Expense
12 Schedule. The City and Consultant agree that Exhibit B-4 of the
13 Agreement, WRMS Rate/Expense Schedule (the "Schedule"), is hereby
14 amended to extend the 16 months duration stated therein for an
15 additional nine months, or until August 31, 2005. A copy of Exhibit
16 B-4 is attached hereto.
17 SECTION 2: Amended Budget. The Agreement is hereby
18 amended to revise Paragraph 4 of the Agreement to increase the budget
19 for the extended period of the Schedule by an additional $770,000.00
20 which will bring the maximum budget amount to $3,855,951.00 through
21 August 31, 2005.
22 SECTION 3: Approval by City. This Amendment shall be
23 executed by a duly authorized representative of City following
24 approval of the terms of this Amendment by City in accordance with
25 City policies and procedures.
26 SECTION 4: Remainder of Agreement. Except as specifically
27 modified herein, all terms and conditions of the Agreement are
28 unmodified and remain in full force and effect, and are hereby
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ratified by the parties.
SECTION 5: Entire Agreement. The provisions of this
Amendment shall constitute the entire agreement of the parties hereto
with respect to the subject matter included in this Amendment and
shall supercede any other agreement, understanding or arrangement,
whether written or oral, between the parties with respect to the
subject matter of this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment
to be executed by and through their authorized officers on the date,
month and year first written above.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
ERIC T. FRESCH, City Attorney
M-1
CITY OF VERNON
LEONIS C. MALBURG, Mayor
By:
Name:
Title:
By:
Name:
Title:
WRMS ENGINERING, INC.
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SUPPORTING
DOCUMENTS
1 AMENDMENT NO. TWO TO AGREEMENT FOR
2 PROFESSIONAL CONSULTING SERVICES
3
4 THIS AMENDMENT NO. TWO TO AGREEMENT FOR PROFESSIONAL
5 CONSULTING SERVICES (this "Amendment") is made, entered into and
6 executed in duplicate originals, either copy of which may be
7 considered and used as the original hereof for all purposes, as of
8 thisday of December, 2004, in the City of Vernon, County of Los
9 Angeles, California
10 By AND BETWEEN THE CITY OF VERNON (hereinafter
11 referred to as "City")
4305 Santa Fe Avenue
12 Vernon, CA 90058
13 AND WRMS ENGINEERING, INC.,
(hereinafter referred to as
14 "Consultant")
1556 Parkside Drive
15 Walnut Creek, CA 94596
16 RECITALS
17
18 WHEREAS, the City and Consultant entered into that certain
19 Agreement for Professional Services dated January 22, 2003, and
20 amended on September 22, 2003 (collectively the "Agreement") pursuant
21 to which the parties agreed that Consultant, which was then a wholly
22 owned subsidiary of Calpine Corporation, would provide professional
23 engineering services in connection with the City's development of the
24 Malburg Generating Station Project (the "Project") on the terms and
25 conditions described in the Agreement; and
26 WHEREAS, City and Consultant have agreed to extend the
27 duration of the rates and expenses indicated on Exhibit B-4-WRMS
28 Rate/Expense Schedule until August 31, 2005 for an additional sum of
1 $770,000.00 under the terms and conditions of the Agreement; and
2 WHEREAS, paragraph 15.J of the Agreement requires that
3 amendments or modifications be accomplished in writing; and
4 WHEREAS, the City and Consultant desire to enter into this
5 amendment to modify the terms of the Agreement as set forth below.
6 Each initially capitalized term used in this amendment without
7 definition shall have the meaning ascribed to such term in the
8 Agreement
9 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
10 FORTH HEREIN:
11 SECTION 1: Amended Exhibit B-4 - WRMS Rate/Expense
12 Schedule. The City and Consultant agree that Exhibit B-4 of the
13 Agreement, WRMS Rate/Expense Schedule (the "Schedule"), is hereby
14 amended to extend the 16 months duration stated therein for an
15 additional nine months, or until August 31, 2005. A copy of Exhibit
16 B-4 is attached hereto.
17 SECTION 2: Amended Budget. The Agreement is hereby
18 amended to revise Paragraph 4 of the Agreement to increase the budget
19 for the extended period of the Schedule by an additional $770,000.00
20 which will bring the maximum budget amount to $3,855,951.00 through
21 August 31, 2005.
22 SECTION 3: Approval by City. This Amendment shall be
23 executed by a duly authorized representative of City following
24 approval of the terms of this Amendment by City in accordance with
25 City policies and procedures.
26 SECTION 4: Remainder of Agreement. Except as specifically
27 modified herein, all terms and conditions of the Agreement are
28 unmodified and remain in full force and effect, and are hereby
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ratified by the parties.
SECTION 5: Entire Agreement. The provisions of this
Amendment shall constitute the entire agreement of the parties hereto
with respect to the subject matter included in this Amendment and
shall supercede any other agreement, understanding or arrangement,
whether written or oral, between the parties with respect to the
subject matter of this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment
to be executed by and through their authorized officers on the date,
month and year first written above.
ATTEST-
BRUCE V. MALKENHORST, City Clerk
CITY OF VERNON
tEONIS C. MALBU , Mayo
APPROVED
AS
-:Z1
TO
FORM:
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ERIC T.
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Ci Attorney
S ENGINERING, INC.
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