Resolution No. 8645
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RESOLUTION NO. '8645
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AMENDMENT NO. ONE TO CONSULTING AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND ENVIRONMENTAL
MANAGEMENT PROFESSIONALS, LLC, FORMERLY KRISHNA
NAND
WHEREAS, on December 15, 2004, the City Council of the City
of Vernon adopted Resolution No. 8617 approving a Consulting Agreement
(the "Agreement") with Krishna Nand to assist the City with regulatory
compliance matters for the Malburg Generating Station Project and
environmental remediation compliance matters for the City's Land
Acquisition Program; and
WHEREAS, Krishna Nand at the time he entered into the
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Agreement was in the process of forming a California limited liability
company identified as Environmental Management Professionals, LLC and
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has advised the City that the process is completed; and
WHEREAS, the City and Krishna Nand desire to amend the
Agreement to modify the contract provisions to provide for the name
change to Environmental Management Professionals, LLC ("EMP") and to
clarify the scope of services to be performed, the reimbursement of
costs and such other terms and conditions as deemed necessary; and
WHEREAS, on January 19, 2005, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, Director of
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Finance, dated January 12, 2005, that an amendment to the Agreement be
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approved and executed with EMP.
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
1 finds and determines that the recitals contained hereinabove are true
2 and correct.
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SECTION 2:
The City Council of the City of Vernon hereby
4 approves the Amendment No. One, to Consulting Agreement with
5 Environmental Management Professionals, LLC, in substantially the same
6 form as the copy which is attached hereto as Exhibit A and
7 incorporated by reference.
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SECTION 3:
The City Council of the City of Vernon hereby
9 authorizes the Mayor to execute said Contract for, and on behalf of,
10 the City of Vernon and the City Clerk is hereby authorized to attest
11 thereto.
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SECTION 4:
The City Council of the City of Vernon hereby
13 directs the City Clerk, or his designee, to send one fully executed
14 Amendment to:
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Environmental Management Professionals, LLC
Attn. Roopa Krishna Nand, President
22811 Madrona Avenue
Torrance, CA 90505
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SECTION 5:
The City Clerk of the City of Vernon shall
19 certify to the passage of this resolution, and thereupon and
20 thereafter the same shall be in full force and effect.
21 APPROVED AND ADOPTED this 19th day of January, 2005.
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~d~4~
~ LEONIS C. MALB G, Mayor
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ATTEST:
A-/
BRUCE V. MALKENHORS~k
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- 2 -
1 STATE OF CALIFORNIA
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ss
COUNTY OF LOS ANGELES
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I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8645, was duly adopteq by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, January 19,
2005, and thereafter was duly signed by the Mayor of the City of
Vernon.
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BRUCE V~ MALKENHORST, City Clerk
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EXHIBIT
A
AMENDMENT NO. ONE TO CONSULTING AGREEMENT
This Amendment No, One to Consultant Agreement (the "Amendment"), executed this 19th
day of January 2005, is entered into and executed in duplicate originals, either copy of which may
be considered and used as the original hereof for all purposes, by and between the City of Vemon
("the City") and Environmental Management Professionals, LLC ("EMP"), 22811 Madrona
Avenue, Torrance, CA 90505.
WHEREAS, the City is in need of obtaining expert regulatory compliance advice for the
Malburg Generating Station Project and Environmental Compliance advice for the City's Land
Acquisition Program, and
WHEREAS, EMP is experienced in regulatory compliance and environmental compliance
matters; and
WHEREAS, City desires to obtain the services of EMP to provide and assist the City in
regulatory and environmental compliance matters,
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Scope of Services,
The City retains EMP to act as a consultant to represent the City in regulatory and
environmental compliance matters, EMP's scope of services shall be assigned by the City
Administrator and/or his designee, and may include, but not to be limited to, the following
servIces:
a, Providing information and advice to ensure timely compliance with all State
and Federal regulatory matters to assist the City with its Malburg Generating Station Project; and
b. Providing information and advice to ensure timely compliance with
environmental matters in order to assist the City in its Land Acquisition Program,
2. Term.
The term of this agreement shall initially be for two years and shall commence on March 1,
2005, and shall continue through February 28,2007, Thereafter, this Agreement shall
automatically renew on a year-to-year basis on reasonable terms (such as cost ofliving increase) in
addition to those provided by this Agreement, unless the City gives EMP thirty (30) days written
notice to terminate this Agreement on each February 1 thereafter.
III
III
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3, Compensation.
a, Monthly Fee, City shall pay EMP a Monthly fee of Eleven Thousand Five
Hundred Dollars ($11,500) for the duration of this agreement. The first month's payment of
Eleven Thousand Five Hundred Dollars ($11,500) shall accompany this Agreement. Thereafter,
each month's payment of Eleven Thousand Five Hundred Dollars ($11,500) is areed to be due
and payable, without additional notice or demand, on or before the fifteenth (l5t ) day of each
calendar month beginning on or before April 15, 2005.
b. Reimbursable Costs. City shall reimburse the EMP all costs incurred in
connection with the services rendered. Reimbursable costs include, but are not limited to travel
costs for attending important meetings (including technical meetings and workshops), purchase of
technical publications, membership in professional societies, telephone, copies, job related
supplies, delivery, etc., that are attributable to a project or Service ("the Reimbursable Costs.").
Travel costs are defined as air travel, lodging meals, and incidentals, ground transportation, and all
other costs associated with travel. All extraordinary travel expenses must receive City's approval.
EMP shall provide to City substantiation of Reimbursable costs incurred.
4. Relationship of Parties.
EMP shall conform with any instruction given by City Administrator or his designee to
EMP from time to time 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 EMP in excess of
or contrary to City's instruction, Except as the City may specify in writing, EMP shall have no
authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent.
EMP shall have no authority, express or implied, pursuant to this agreement to bind the City to any
obligation whatsoever, All negotiations with respect to any industrial real estate shall only be
undertaken pursuant to written instructions given by City. EMP shall have permission to contact
respective property owners on behalf of City to solicit sales or purchase information on behalf of
City.
5. Indemnification and Interests ofEMP.
a, Indemnification. During the term of this Agreement, the City agrees to
indemnify and defend EMP against any and all claims made by third parties as a result of any
lawful activity engaged in by EMP hereunder with the prior consent and approval of the City,
b, Interests ofEMP,EMP affirms that presently it has no interest and shall not
have any interest, direct or indirect in any real property in the City or any other interest, which
would conflict in any manner with performance of the services contemplated by this Agreement.
6. Products of Consulting.
All documents, data, studies, drawings, models, and reports prepared by EMP under this
Agreement, with the exception of Confidential Information provided by businesses located in City,
shall be considered the property of City, All such information prepared or assembled by EMP in
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connection with the performance of these services pursuant to this Agreement is confidential until
released by the City to the public and EMP agrees that such documents shall not be made available
to any individual or organization without the written consent of the City prior to such release.
EMP shall deliver such documents and materials to the City as they are generated; however, EMP
may take and retain copies of said documents and materials that are not confidential information, as
desired,
7, Conflicts of Interest.
In the event that a potential conflict should arise between the interests of the City and the
interests of anyone of EMP' s other clients, during EMP' s performance of services under this
Agreement, EMP shall notify City of such potential conflict. Notice of the existence of a potential
conflict of interest shall be given in writing to the 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,
8, Confidential Information.
a, Access to Confidential Information. City may provide EMP 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, EMP 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, EMP 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
EMP has performed all services to be performed pursuant to this Agreement. EMP hereby agrees
that such Confidential Information and any documents provided may be used by EMP only as
authorized by City.
c. Court Ordered Disclosure, EMP 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. EMP 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.
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J
.
9. Disputes.
Any dispute that may arise as a result of actions by either party to this Agreement, if
unresolved after 90 days, shall be presented to Judicial Arbitration and Mediation Services, Inc. for
resolution, Any costs of the arbitration hearing shall be borne by the party adjudged culpable.
10. Termination,
During the first two (2) years of this Agreement, this Agreement may be terminated by the
City or by EMP for cause on thirty (30) days written notice. EMP shall be entitled to the
compensation earned by it prior to the date of the termination notice, computed on a pro rata basis
up to and including the date of termination, plus any work authorized in the termination notice.
11. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent
to:
City:
THE CITY OF VERNON
ATTN: BRUCE V, MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE A VENUE
VERNON, CA 90058-0805
EMP:
ENVIRONMENTAL MANAGEMENT
PROFESSIONALS, LLC
ATTN: ROOP A KRISHNA NAND, PRESIDENT
22811 MADRONA AVENUE
TORRANCE, CA 90505
12,
General Provisions.
a, Independent Contractor. At all times during the term of this Agreement,
EMP shall be an independent contractor,
b, EMP Not Agent. Except as City may specify in writing EMP shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. EMP
shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any
obligation whatsoever.
c. Assignment and Subcontracting Prohibited. EMP may not assign or
subcontract 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.
d. Amendments. This Agreement may be modified or amended only by a
written document executed by both EMP and City and approved as to form by the City Attorney,
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,
, .
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e, Benefit Of Agreement. This Agreement shall bind and benefit the parties
hereto and their heirs, successors, and permitted assigns.
f. 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,
g. Void Provisions. If any provision of this agreement, as applied to either
party or to any circumstances, shall be adjudged by a court to be void or unenforceable, the same
shall be deemed stricken from this Agreement and shall in no way affect any other provision of this
Agreement or the validity or enforceability of this Agreement.:.
h, Forum Selection, Any action brought relating to this Agreement shall be
brought and held exclusively in a State Court serving the County of Los Angeles, California
i, Entire Agreement. This Agreement is the entire agreement of the parties,
EMP represents that in entering into this agreement, EMP has not relied on any previous
representations or understandings of any kind or nature,
j, Attorney's 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 attorney's fees to be paid to the
successful litigant.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by and through their authorized officers on the date, month and year first written above,
City of Vernon
Environmental Management Professionals, LLC
By:
LEONIS C, MALBURG
Mayor
By:
ROOP A KRISHNA NAND
President
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
ERIC T. FRESCH, City Attorney
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SUPPORTING
DOCUMENTS
AMENDMENT NO. ONE TO CONSULTING AGREEMENT
This Amendment No. One to Consultant Agreement (the "Amendment"), executed this 19th
day of January 2005, is entered into and executed in duplicate originals, either copy of which may
be considered and used as the original hereof for all purposes, by and between the City of Vernon
("the City") and Environmental Management Professionals, LLC ("EMP"), 22811 Madrona
Avenue, Torrance, CA 90505.
WHEREAS, the City is in need of obtaining expert regulatory compliance advice for the
Malburg Generating Station Project and Environmental Compliance advice for the City's Land
Acquisition Program, and
WHEREAS, EMP is experienced in regulatory compliance and environmental compliance
matters; and
WHEREAS, City desires to obtain the services of EMP to provide and assist the City in
regulatory and environmental compliance matters.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Scope of Services.
The City retains EMP to act as a consultant to represent the City in regulatory and
environmental compliance matters, EMP's scope of services shall be assigned by the City
Administrator and/or his designee, and may include, but not to be limited to, the following
services:
a. Providing information and advice to ensure timely compliance with all State
and Federal regulatory matters to assist the City with its Malburg Generating Station Project; and
b. Providing information and advice to ensure timely compliance with
environmental matters in order to assist the City in its Land Acquisition Program,
2. Term.
The term of this agreement shall initially be for two years and shall commence on March 1,
2005, and shall continue through February 28,2007, Thereafter, this Agreement shall
automatically renew on a year-to-year basis on reasonable terms (such as cost ofliving increase) in
addition to those provided by this Agreement, unless the City gives EMP thirty (30) days written
notice to terminate this Agreement on each February 1 thereafter.
III
III
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.
,
3. Compensation.
a. Monthly Fee. City shall pay EMP a Monthly fee of Eleven Thousand Five
Hundred Dollars ($11,500) for the duration of this agreement. The first month's payment of
Eleven Thousand Five Hundred Dollars ($11,500) shall accompany this Agreement. Thereafter,
each month's payment of Eleven Thousand Five Hundred Dollars ($11,500) 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 April 15, 2005.
b. Reimbursable Costs. City shall reimburse the EMP all costs incurred in
connection with the services rendered, Reimbursable costs include, but are not limited to travel
costs for attending important meetings (including technical meetings and workshops), purchase of
technical publications, membership in professional societies, telephone, copies, job related
supplies, delivery, etc., that are attributable to a project or Service ("the Reimbursable Costs,").
Travel costs are defined as air travel, lodging meals, and incidentals, ground transportation, and all
other costs associated with travel. All extraordinary travel expenses must receive City's approval.
EMP shall provide to City substantiation of Reimbursable costs incurred.
4. Relationship of Parties.
EMP shall conform with any instruction given by City Administrator or his designee to
EMP from time to time 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 EMP in excess of
or contrary to City's instruction. Except as the City may specify in writing, EMP shall have no
authority, express Of implied, to act on behalf of the City in any capacity whatsoever as an agent.
EMP shall have no authority, express or implied, pursuant to this agreement to bind the City to any
obligation whatsoever, All negotiations with respect to any industrial real estate shall only be
undertaken pursuant to written instructions given by City. EMP shall have permission to contact
respective property owners on behalf of City to solicit sales or purchase information on behalf of
City,
5. Indemnification and Interests of EMP,
a. Indemnification. During the term of this Agreement, the City agrees to
indemnify and defend EMP against any and all claims made by third parties as a result of any
lawful activity engaged in by EMP hereunder with the prior consent and approval of the City,
b. Interests ofEMP. EMP affirms that presently it has no interest and shall not
have any interest, .direct or indirect in any real property in the City or any other interest, which
would conflict in any manner with performance of the services contemplated by this Agreement.
6. Products of Consulting.
All documents, data, studies, drawings, models, and reports prepared by EMP under this
Agreement, with the exception of Confidential Information provided by businesses located in City,
shall be considered the property of City. All such information prepared or assembled by EMP in
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"
, '
connection with the performance of these services pursuant to this Agreement is confidential until
released by the City to the public and EMP agrees that such documents shall not be made available
to any individual or organization without the written consent of the City prior to such release.
EMP shall deliver such documents and materials to the City as they are generated; however, EMP
may take and retain copies of said documents and materials that are not confidential information, as
desired.
7, Conflicts of Interest.
In the event that a potential conflict should arise between the interests of the City and the
interests of anyone ofEMP's other clients, during EMP's performance of services under this
Agreement, EMP shall notify City of such potential conflict. Notice of the existence of a potential
conflict of interest shall be given in writing to the 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.
8, Confidential Information,
a. Access to Confidential Information. City may provide EMP access to,
certain information not available to the public concerning, but not limited to City, Of 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, EMP 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. EMP 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
EMP has performed all services to be performed pursuant to this Agreement. EMP hereby agrees
that such Confidential Information and any documents provided may be used by EMP only as
authorized by City,
c. Court Ordered Disclosure. EMP 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, EMP 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,
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..
. .
9. Disputes.
Any dispute that may arise as a result of actions by either party to this Agreement, if
unresolved after 90 days, shall be presented to Judicial Arbitration and Mediation Services, Inc, for
resolution. Any costs of the arbitration hearing shall be borne by the party adjudged culpable.
10, Termination.
During the first two (2) years of this Agreement, this Agreement may be terminated by the
City or by EMP for cause on thirty (30) days written notice. EMP shall be entitled to the
compensation earned by it prior to the date of the termination notice, computed on a pro rata basis
up to and including the date of termination, plus any work authorized in the termination notice.
11. Notices, Notices to the parties, unless otherwise requested in writing, shall be sent
to:
City:
THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
EMP:
ENVIRONMENTAL MANAGEMENT
PROFESSIONALS, LLC
ATTN: ROOP A KRISHNA NAND, PRESIDENT
22811 MADRONA AVENUE
TORRANCE, CA 90505
12.
General Provisions.
a. Independent Contractor. At all times during the term of this Agreement,
EMP shall be an independent contractor,
b, EMP Not Agent. Except as City may specify in writing EMP shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. EMP
shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any
obligation whatsoever.
c. Assignment and Subcontracting Prohibited, EMP may not assign or
subcontract 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.
d, Amendments, This Agreement may be modified or amended only by a
written document executed by both EMP and City and approved as to form by the City Attorney.
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.
e. Benefit Of Agreement. This Agreement shall bind and benefit the parties
hereto and their heirs, successors, and permitted assigns.
f, 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.
g. Void Provisions, If any provision of this agreement, as applied to either
party or to any circumstances, shall be adjudged by a court to be void or unenforceable, the same
shall be deemed stricken from this Agreement and shall in no way affect any other provision of this
Agreement or the validity or enforceability of this Agreement.:.
h. Forum Selection. Any action brought relating to this Agreement shall be
brought and held exclusively in a State Court serving the County of Los Angeles, California
i. Entire Agreement. This Agreement is the entire agreement of the parties.
EMP represents that in entering into this agreement, EMP has not relied on any previous
representations or understandings of any kind or nature,
j. Attorney's 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 attorney's fees to be paid to the
successful litigant.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by and through their authorized officers on the date, month and year first written above.
City of Vernon
Environmental Management Professionals, LLC
~
By: '. . 'Z.-
- LEONIS C.~ ~.
Mayor
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
C --7// /
ERlC T. FRESC~ey
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