Resolution No. 9175i A
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RESOLUTION NO. 9175
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND GLOBAL ENERGY DECISIONS, INC.,
DBA HENWOOD ENERGY SERVICES, INC.
WHEREAS, the City's Light & Power Department needs the
services of a consultant to perform analysis of the generation and
transmission resources of the City and the Vernon Generating Station;
land
WHEREAS, in order to meet the urgent need for the consulting
services, the City Attorney executed a Professional Services Agreement
dated November 11, 2006 (the "Agreement") with Global Energy
Decisions, Inc., dba Henwood Energy Services, Inc., ("Global") subject
to ratification by the City Council; 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 agreement with Global; and
WHEREAS, the City Council desires to approve and ratify the
actions of the City Attorney in executing the Agreement.
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
approves and ratifies the execution of the Professional Services
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Agreement dated November 11, 2006 by the City Attorney, a copy of
which is attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The Acting 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 22°d day of November, 2006.
LEONIS C. MALBUR , Mayor
ATTEST:
t
BRUCE V. MALKENHORST, JR.
Acting City Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 9175, was duly adopted by the City Council of the City
of Vernon at a special meeting of the City Council duly held on
Wednesday, November 22, 2006, and thereafter was duly signed by the
Mayor of the City of Vernon.
t
BRUCE V. MALKENHORST, JR.
Acting City Clerk
(SEAL)
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.l
EXHIBIT
A
Nov 11 06 02:30p kathie fresch
415-435-6385 p.1
Global Energy Decisions
THIS AGREEMENT is made this day of
INC., a California corporation, 15,/a Hen
"Consultant) and the CITY OF VERNON (he
hereinafter referred to individually as "Party" ai
Article 1.
�C?l&a. 1 6()
PROFESSIONAL SERVICES AGREEMENT
member, 2006 between GLOBAL ENERGY DECISIONS,
)od Energy Services, Inc. (hereinafter referred to as
inefter referred to as "Client'). Client and Consultant are
jointly as "Parties".
Section 1.01. Consultant agrees to perfa the services described in Exhibit A. Upon request of the
Client and mutual agreement of the Partfe , which agreement shall be documented by Consultant,
Consultant shall perform additional tasks and oes.
Section 1.02. Consistent with industry proctice and in conjunction with Client and Client's other
contractors (if any), Consultant will determin the method, details and means of performing the above -
described services.
Article 2. Term of Agreement
Section 2.01. This Agreement shall become effective when executed and shall remain in effect until
terminated as provided herein. Either party may terminate this Agreement on sixty (60) days written
notice. In the event that Client terminates this Agreement, Consultant agrees to use reasonable efforts to
mitigate its expenses and obligations hereunder- Client shall pay for all services performed by Consultant
and services and/or equipment procured by nsultant, on behalf of the Client, prior to termination of this
Agreement.
Section 2.02. Should Client fail to pay Cons ultant all or any part of the compensation set forth in Article
3 of this Agreement on the date due, Consult nt, at Consultanrs option, may terminate this Agreement if
the failure to pay is not remedied by Client wit in ten (10) days from the date notice Is given to Client that
payment is past due.
Article 3. Comoertsation
Section 3.01. In consideration for the se ices to be performed by Consultant, Client shail pay
Consultant agreed upon fixed fees and/or for ' s labor hours pursuant to the fee schedule that is attached
as Exhibit B, or its successor.
Section 3.02. Client shall also pay, pursuan to Exhibit B or its successor, any and all reasonable and
necessary expenses incurred by Consultant 011 behalf of Client in connection with the services described
In Exhibit A of this Agreement. Such expenses Include. but are not limited to, travel, telephone,
reproduction, licensing fees, and rental of specialized equipment.
Section 3,03, Consultant shall submit to Client a monthly statement of services rendered as soon as
practical after the end of the month. Client ag to pay the amount due to Consultant for services within
thirty (30) days of the invoice. Past due balan shall be charged Interest at the rate of one and ane-half
percent (1.5%) per month.
Article 4. Obligatlons of Consultant
Section 4.01. Consultant shall perform work according to the requirements of Article 1 in a professional
manner and with due diligence. Except as provided in Section 7.01, all services performed, and all
reports, studies, or other documents prepared i inder this Agreement are the property of the Client and will
be held in strict confidence.
Section 4.02. Consultant shall provide serMioes to Client as an independent contractor, not as an
employee of Client. Consultant shall not have q claim any right arising from employee status.
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Section 4.03. Neither this Agreement nor Jany duties or obligations under this Agreement may be
assigned by Consultant without the prior writleo consent of Client
Article 5. Obligations of Client
Section 5.01. Client agrees to comply with III reasonable requests of Consultant and provide access to
all documents reasonably necessary to the pegrmanee of Consultant's duties under this Agreement.
Section 5.02. Client agrees to maintain the confidentiality of all proprietary products or services
obtained from Consultant and to fully abide by any agreed limitations on their use; provided, that, Client
shall not be prevented from responding to ret luests for Information from legal or regulatory authority(les)
with appropriate jurisdiction over Client so long as Client promptly notifies Consultant of such legal or
regulatory request(s) and takes advantage of opportunities to protect the confidentiality of the information
requested.
Section 5.03. Neither this Agreement nor
assigned by Client without the prior written cor
Section §,04. During the period of this,
expiration or termination of this Agreement,
for employment any employee or staff i
Consultant
Article S. MalalW and Insurance
Section 6.01. Consultant shall indemnify,
partners, agents and employees from and
losses, and expenses, including but not limit
be legally liable resulting from negligent act
directors, officers, agents, and employees it
Liability. claims, demands, damages, loss€
negligence, or willful misconduct by Client,'
others are excluded from Consultant's oblig;
indemnify, defend, and hold Client harmless
insurance coverage, and shall terminate one (
duties or obligations under this Agreement may be
of Consultant.
lent, and for a period of six (6) months following the
will not, directly or indirectly through a third party, solicit
r of Consultant without the prior written consent of
tefend, and hold harmless Client, its directors, officers
igainst any and all liability, claims, demands, damages,
d to attorney's fees, for which Consultant is determined to
errors, omissions or willful misconduct by Consultant, its
the performance of services required by this Agreement.
;, or expenses resulting from acts of negligence, gross
is directors, officers, partners, agents, employees, or by
ions pursuant to this section. Consultant's obligations to
;hall be expressly limited to the proceeds of its applicable
i year after termination of this Agreement.
Section 6.02. Client shall indemnify, defel d, and hold harmless Consultant, its directors, officers
partners, agents and employees from and gainst any and all liability, claims, demands, damages,
fosses, and expenses, including but not limit to attorney's fees, for which Client is determined to be
legally liable resulting from negligent acts, a rs, omissions or willful misconduct by Client, its directors,
officers, agents, and employees. Liability, dal ns, demands, damages, losses, or expenses resulting from
acts of negligence, gross negligence, or wltfu misconduct by Consultant, its directors, officers, partners,
agents, employees, or by others are excluded 4om Client's obligations pursuant to this section.
Section 6.03. Neither Party shall be liable t
the other Party for incidental or consequential damages
under this Agreement
Section 6.04. Consultant shall maintain in i ifleict, at its own expense, comprehensive general liability,
insurance (bodily injury and property damag) of five million dollars ($5,000,000) aggregate coverage.
Consultant shall obtain and thereafter maintair in effect, if available, such additional insurance as may be
requested in writing by Client, the cost of which will be reimbursed by Client.
Section 6.05. Consultant shall provide w rkers compensation insurance for its employees and
employer's liability insurance of one million 011ars ($1,000,000). Consultant agrees to hold harmless
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415-435-6385 p.3
and indemnify Client, its officers, agents,
any injury, disability, or death of any of Cc
Secfnn 6.06. Nothing in this Agreement s
with reference to, or any liability to any person
Article 7. General Provisions
Section 7.01. This Agreement does not c
Consultant's existing proprietary products,
software or programs associated with such +
contained in the databases, whether or not
updated, modified or referenced by Consults
task there under. Consultant shall have sole
to such existing products, models, datab,
modifications and enhancements thereof
pertaining thereto).
es, and volunteers. for any and all claims arising out of
employees.
be construed to create a duty to, any standard of care
a party to this Agreement.
vey or provide Client any right, title, or interest in or to
odels or databases, modifications thereto, any models,
tabases, or models which utilize the information and data
ch models, programs, software or databases are utilized,
in the course of the performance of this Agreement or any
id exclusive ownership of all right, title and interest in and
as, associated models, software or programs, and all
cluding ownership of all trade secrets and copyrights
Section 7.02. All notices, requests, demanc s and other communications under this Agreement small be
In writing and shall be deemed to have been di fly given on the date of service only:
(a) When served personally on th D party to whom notice is being given; or
(b) Within seventy two (72) hou after mailing, when mailed to the party to whom notice is to
be given by registered or certified m 1, postage prepaid, and properly addressed to the party at
his or its address set forth below, or such different address as any party shall notify to the other
parties in the manner provided in this ction.
Section 7A3. This Agreement may be mod If
ed at any time only by a written agreement executed by all
of the then parties to this Agreement.
Section 7.04. No failure by any party to i sist upon the strict performance of any covenant, duty,
agreement or condition of this Agreement or o exercise any right or remedy consequent upon a breach
thereof shall constitute a waiver of any such t reach or any other covenant, agreement, term or condition.
No waiver shall be binding unless executed in I vriting by the party making the waiver.
Section 7,05. This Agreement shall be binding upon and inure to the benefit of the parties, their
successors, assigns, personal representatives heirs and legal representatives.`
Section 7.06. Any claim or controversy axis ng out of, or relating to, any provision of this Agreement, or
the breach thereof, shall, upon written dema d of any party, be settled by arbitration in accordance with
the Commercial Arbitration Rules then in eff with the American Arbitration Association, to the extent
the Rules are consistent with the laws of the State of Cardornis. Further, either Party, in any subsequent
litigation, In any court having jurisdiction th reof. may enter the judgment rendered by the arbiter(s).
Arbitration shall be held in the County of S mento, California.
Section 7.07, Should any arbitration or litig Won be commenced between any of the parties hereto, or
their personal representatives, concerning any provision of this Agreement or the rights and duties of any
person relative thereto, the prevailing party sl all be entitled to recover, as an element of his costs of suit
and not as damages, reasonable attorneys' fe n to be fixed by the arbiters) or the court, as the case may
be.
Section 7.08, This Agreement has been frnolfy executed and delivered in the State of California and all
matters affecting its validity and construcclion shall be determined according to the laws of that State. In
Nov 11 06 02:32p kathie fresch
the event of litigation or arbitration, the exclu
County, State of California.
Section 7.09. This Agreement and any E)
agreement between the parties pertaining to
and contemporaneous agreements, represent.
IN WITNESS WHEREOF, the undersigned hi
above.
CONSULTANT:
GLOBAL E , IN
BY:
NAME: Derek Porter
TITLE: Senior Vice President
ADDRESS:
2379 Gateway Oaks Drive
Suite 200
Sacramento, CA 95833
PHONE:
(916) 569-0985
FAX:
(916) 569-0988
E-MAIL:
dporter@gktalenergy.com
415-435-6385 p.4
a venue and place of jurisdiction shall be in Sacramento
its referred to in the Agreement, constitute the entire
subject matter contained in it and supersedes all prior
is and understandings of the parties.
executed this Agreement on the date and year set forth
CLIENT•
CITY OF VERN N
BY:
NAME:-- . tL CT7—
T1TLE:G/ 7`y ?I I -10/ Afzl
ADDRESS: Light and Power
4305 Santa Fe Avenue
Vernon, CA 90058
PHONE 323-583-8811/
FAX: 3 2-3 S 2 / �
E-MAIL' j, r+1J Ni�N.
d a _A14� Y r✓t
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C�4 a i/S
parm d
Nov 11 06 02:32p kathie french 415-435-6385 p.5
EXMBIT A
Global Energy Decisions, Inc. (Consultant) will (provide the work tasks outlined below.
Global Energy will provide consulting and analysis services as directed by City of Vemon Light and
Power. The specifics of such services will be further defined by Global Energy and the City of Vernon. It
is anticipated that Global Energy will perfoun services to accomplish the following:
1. Model and value the generatic in and transmission resources of the City portfolio
2. Model, value and consult on a PPA, structured to maximize value of a sale of the City
portfolio, with reasonable Imp to ratepayers
3. Model, value and consult on We development of the Vernon Generating Station
Consultant will perform other worts as reques by the client based upon agreed terms and conditions for
such work.
The work outlined above shall be performed n a time and materials basis in accordance with the rates
set forth in Exhibit t3 of this Agreement and nvoice monthly as incurred, but shall not exceed $100,000
US without prior written authorization from Cli nt.
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2006 Profess
The hourly fei
Support Sen
In addition to
connection wi
include, but a
freight, teleph
Facsimile cha
per page. Co
by the I nterna
Late fees
Client agrees
Past due bala
Insurance Pr
Where a Cliei
insurance poli
Fee Schedub
This schedule
Energy.
M
EXHIBIT B
Global Ene
Decisions —fee §chedule
tonal Services Fee Schedule
s for Professional services are:
Rate Group
Hourly Fee
US $
Senior Executive
325
Director ! Principal
275
Senior Project Manager
250
! Project Manager
225
Senior Professionai
200
Project Professional
175
Staff Professional
150
Assistant Professional
100
Technician
75
ice Charges
)ayment for professional service,
all reasonable and necessary expenses incu
h the performance of profession
I services will be billed at cost plus 10%. Suet
e not limited to, outside reproduction
costs, artwork, airline travel, meals, lodgirt
>ne, and travel related expense
.
'ges are $2 per outgoing page, r
o charge for receiving. Internal copying is charl
or copying is $1 per page. MileE
ige is charged at the Standard Mileage Rate as
Revenue Service.
to pay the amount due to Glotal
Energy for services within thirty (30) days i
ices shall be charged interest al
the rate of one and one-half percent (1.5%) pe
)visions
t requires that it or other entities
be named as additional insured with regard to i
les, any cost to Global Energy I
or such provisions shall be billed to the Client.
Revision
is effective commencing Januar
V 1, 2006, and may be revised periodically by C.
red in
expenses
I! Postage,
led at $0.10
determined
)f the invoice.
month.
;ompany
lobal
CITY CLERK'S OFFICEn-
INTEROFFICE MEMORANDUM!
DATE: December 27, 2006
TO: Donal O'Callaghan, Director of Light & Power
FROM: Nelly Giron, Deputy City Clerk 10/jA
RE: Resolution No. 9175 - A Resolution of the City Council of
the City of Vernon Approving and Ratifying the Execution of
a Professional Services Agreement by and Between the City of
Vernon and Global Energy Decisions, Inc., DBA Henwood Energy
Services, Inc,
Transmitted herewith is a copy of the signed agreement attached as
Exhibit "A" and a copy of Resolution No. 9175, referenced above, which
was approved by City Council on November 22, 2006.
Thank you.
NG/dr
c: Resolution File No. 9175
Agreement No. 06-126