Resolution No. 93871
2
3
4
5
A
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 9387
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 FRANK HILL AND COMPANY, LLC
WHEREAS, the City is in the process of developing a natural
gas -fired combined cycle power plant located within City limits
officially named the Vernon Power Plant (the "VPP Project") for the
purpose of installing generating capacity that will yield an efficient,
cost-effective, and reliable source of electric generation to the City;
Hand
WHEREAS, the City of Vernon desires to engage the services
of Frank Hill and Company, LLC ("Frank Hill") as a public affairs
consultant for matters relating to various City projects, including
the VPP Project; and
WHEREAS, Frank Hill has provided public affairs consulting
services to the City in the past relating to various projects,
including the Malburg Generating Station; 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 Frank Hill.
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.
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
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement with Frank Hill and Company, LLC a copy of
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 or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk is hereby
authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send one fully executed
Agreement to:
Frank Hill and Company, LLC
8170 Cielo Vista Avenue
Whittier, CA 90605
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 27th day of August, 2007.
ATTEST:
ELA GIRO ity Clerk
Name: Leonis C. Malburg
Title: Mayor / nr� Tam
�r
- 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. 9387, was
duly adopted by the City Council of the City of Vernon at a special
meeting of the City Council duly held on Monday, August 27, 2007, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
( SEAL )
MANUELA GIR N, City Clerk
- 3 -
EXHIBIT
VA,
AGREEMENT
This agreement, executed this day of August, 2007, is effective as of August 14, 2007
and is entered into by the City of Vernon and Frank Hill and Company, LLC.
WHEREAS Frank Hill and Company is a public affairs management company
NOW THEREFORE, IT 1S AGREED AS FOLLOWS:
1. The City of Vernon retains Frank Hill and Company to act as a consultant to the
City of Vernon.
2. The City of Vernon shall be primarily responsible for reviewing and approving all
planning presented by Frank Hill and Company.
�. Frank Hill and Company will work closely with, and undertake activities determined
by the City of Vernon that facilitate the achievement of overall goals in the public
affairs arena.
4. Frank Hill and Company shall be entitled to a consulting fee of $10.000.00 per
month.
5. Frank Hill and Company in this AGREEMENT serves as a consultant and in that
capacity will be an independent contractor that does not create a partnership nor any
employment relationship.
6. Frank Hill and Company shall only be reimbursed for expenses accompanied by
receipts, which are authorized in advance
7. The City of Vernon agrees to indemnify and defend Frank Hill and Company
against any and all claims made by third parties as result of any lawful activity
engaged in by Frank Hill and Company hereunder with the prior consent and
approval of the City of Vernon. Conversely, Frank Hill and Company agrees to
indemnify and defend the City of Vernon against any and all claims made by third
parties as a result of any activity engaged in by Frank Hill and Company without the
prior consent and approval of the City of Vernon
Page �I of
f
Frank Hill and Company agrees to expend such time as may be reasonably necessary
to insure the successful accomplishment of the objectives of the City of Vernon.
Notwithstanding the foregoing, nothing in this agreement shall be construed to prohibit
Frank Hill and Company from accepting engagements with other clients, provided
that such other engagements do not conflict with the City of Vernon.
9. The terms of this agreement shall commence as of the effective date and shall
terminate upon the provisions described in paragraph seventeen (17) of this agreement.
10. Any disputes arising under this agreement shall be submitted to binding arbitration in
Los Angeles County, California, in accordance with the commercial arbitration rules of
the American Arbitration Association. The costs and attorney's fees of the prevailing
party in any such arbitration shall be borne by the other party and shall be set by the
arbitrator.
11. Frank Hill and Company agrees to keep confidential any information provided by the
City of Vernon and all confidential information developed in furtherance of this
agreement and to deliver to the City of Vernon_ such information upon the termination
of this agreement.
12. Anything contained in this agreement to the contrary notwithstanding, Frank Hill and
Company shall not, without the prior written consent of the City of Vernon engage in
any activities on behalf of the City of Vernon or any of its affiliates that would require
Frank Hill and Company, or any of its employees and agents to become a registered
lobbyist or would require the City of Vernon to make any filings in connection with
the activities or payments to Frank Hill and Company hereunder.
13. This agreement, consisting of three (3) pages constitutes the entire agreement of the
parties relating to the subject matter thereof.
14. The Cio, of Vernon or Frank Hill and Company may terminate this agreement, with
or without cause, by providing written notice to the other party not less than sixty (60)
days prior to an effective termination date. the City of Vernon only obligation in the
event of termination, will be payment of fees and expenses incurred up to and
including the effective date of termination.
This contract shall be effective as of August 14, 2007.
Page 2 of 3
AGREED:
City of Vernon
Frank Hill, Pra�ideni l
Frank Hill and Company, LLC
8170 Cielo Vista Avenue
Whittier, CA 90605
ATTEST:
MANUELA GIRON, City Clerk
APPROVED AS TO FORM:
JEFF A. IiARRISON� City Attorney
Date
Date
Page 3 of 3
DOCUMENTS
AGREEMENT
This agreement. executed this d' ? day of August, 2007, is effective as of August 14, 2007
and is entered into by the City of Vernon and Frank Hill and Company, LLC.
WHEREAS Frank Hill and Company is a public affairs management company
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. The City of Vernon retains Frank Hill and Company to act as a consultant to the
City of Vernon.
2. The City of Vernon shall be primarily responsible for reviewing and approving all
planning presented by Frank Hill and Company.
Frank Hill and Company will work closely with, and undertake activities determined
by the City of Vernon that facilitate the achievement of overall goals in the public
affairs arena.
4. Frank Hill and Company shall be entitled to a consulting fee of $10,000.00 per
month.
5. Frank Hill and Company in this AGREEMENT serves as a consultant and in that
capacity will be an independent contractor that does not create a partnership nor any
employment relationship.
6. Frank Hill and Company shall only be reimbursed for expenses accompanied by
receipts, which are authorized in advance
7. The City of Vernon agrees to indemnify and defend Frank Hill and Company
against any and all claims made by third parties as result of any lawful activity
engaged in by Frank Hill and Company hereunder with the prior consent and
approval of the City of Vernon. Conversely, Frank Hill and Company agrees to
indemnify and defend the City of Vernon against any and all claims made by third
parties as a result of any activity engaged in by Frank Hill and Company without the
prior consent and approval of the City of Vernon
Page 1 o,f ,3: ,
Frank Hill and Company agrees to expend such time as may be reasonably necessary
to insure the successful accomplishment of the objectives of the City of Vernon.
Notwithstanding the foregoing, nothing in this agreement shall be construed to prohibit
Frank Hill and Company from accepting engagements with other clients, provided
that such other engagements do not conflict with the City of Vernon.
9. The terms of this agreement shall commence as of the effective date and shall
terminate upon the provisions described in paragraph seventeen (17) of this agreement.
10. Any disputes arising under this agreement shall be submitted to binding arbitration in
Los Angeles County, California, in accordance with the commercial arbitration rules of
the American Arbitration Association. The costs and attorney's fees of the prevailing
party in any such arbitration shall be borne by the other party and shall be set by the
arbitrator.
11. Frank Hill and Company agrees to keep confidential any information provided by the
Cite of Vernon and all confidential information developed in furtherance of this
agreement and to deliver to the City of Vernon such information upon the termination
of this agreement.
12. Anything contained in this agreement to the contrary notwithstanding. Frank Hill and
Company shall not, without the prior written consent of the City of Vernon engage in
any activities on behalf of the City of Vernon or any of its affiliates that would require
Frank Hill and Company, or any of its employees and agents to become a registered
lobbyist or would require the City of Vernon to make any flings in connection with
the activities or payments to Frank Hill and Company hereunder.
13. This agreement, consisting of three (3) pages constitutes the entire agreement of the
parties relating to the subject matter thereof.
14. The City of Vernon or Frank Hill and Company may terminate this agreement, with
or without cause, by providing written notice to the other party not less than sixty (60)
days prior to an effective termination date. the City of Vernon only obligation in the
event of termination, will be payment of fees and expenses incurred up to and
including the effective date of termination.
This contract shall be effective as of August 14, 2007.
Page 2 of 3
AGREED:
�vioiVernon
Frank Hill, Pro4ent
Frank Hill and Company, LLC
8170 Cielo Vista A -venue
Whittier, CA 90605
ATTEST:
RIV IaUft-A GIRON, 6ity Glerk
I- WROVED S TO FORM:
i A RRISOT, City Attorney
Dat
Date
Page 3 of 3
�A 1
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
September 10, 2007
Frank Hill and Company, LLC
8170 Cielo Vista Avenue
Whittier, CA 90605
Re: Consulting Services Agreement
Dear Mr. Hill:
Transmitted herewith is a fully executed agreement, as referenced
above, approved by City Council on August 27, 2007, through Resolution
No. 9387.
If you have any questions regarding this matter, please call Mr. Jeff
Harrison, at (323) 583-8811 ext. 173.
l'Very truly yours,
j,
"yG bn
City Clerk
NG:dr
c: Donal O'Callaghan
Resolution No. 9387
Agreement File No. 07-085
E.xcfusive(y Industrial
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. 9751
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON TERMINATING THE AGREEMENT WITH FRANK HILL
AND COMPANY, LLC AND REPEALING ALL RESOLUTIONS OR
PARTS OF RESOLUTIONS IN CONFLICT THEREWITH
WHEREAS, on August 27, 2007, the City Council of the City of
Vernon adopted Resolution No. 9387 approving an Agreement (the
"Agreement") with Frank Hill and Company, LLC ("Hill"); and
WHEREAS, Section 14 of the Agreement provides that the
Agreement may be terminated after providing not less than sixty (60)
days written notice to the other party prior to the termination date;
and
WHEREAS, the City desires to terminate the Agreement with
Hill effective January 2, 2009.
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 Hill effective January 2, 2009.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the City Attorney to provide a notice of termination to
Hill and to instruct Hill to cease providing any services as of the
date of the notice and to incur no further expenses during the 60-day
notice period.
SECTION 4: 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
authorizes the City to pay Hill 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.
ATT
MA VELA GIRON, VittC erk
Name: Hilario Gonzales
Title:Na- / Mayor 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. 9751, 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)
t� /�"-
ANUELA GIRO , C'ty Clerk
- 3 -
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: November 5, 2008
TO: Donal O'Callaghan, Director of Light & Power
FROM: Nelly Giron, City Clerk
RE:6 Resolution No. 9751 - A Resolution of the City Council of
the City of Vernon Terminating the Agreement With Frank Hill
and Company, LLC and Repealing All Resolutions or Parts of
Resolutions in Conflict Therewith
Transmitted herewith is a copy of Resolution No. 9751 referenced
above, which was approved by City Council on November 3, 2008.
Thank you.
NG:dr
c: Resolution No. 9751
Q
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
November 12, 2008
VIA FAX AND REGULAR MAIL
Mr. Frank Hill, President
Frank Hill and Company, LLC
8170 Cielo Vista Avenue
Whittier, CA 90605
Facsimile No. (562) 907-9612
Re: Notice of Termination
Dear Frank:
As we have discussed, the City Council of the City of Vernon has
been reviewing all of its contracts with outside consultants and
believes that your services are not currently needed.
Therefore, the City Council has terminated your Agreement.
This letter is to serve as written notice of termination of your
Agreement effective January 11, 2009, and instruction to cease
providing any services as of November 12, 2008. Thank you for
all of your work on behalf of the City.
If you have any questions, please contact me.
Very jHarrson
ly yours,
i
Oty orney
JH:j1
cc: Nelly Giron (Resolution No. 9751)
Excfusivefy Industfiaf