Resolution No. 098071
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PZI
RESOLUTION NO. 9807
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
CONSULTING SERVICE AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND CURTIS FRESCH, LTD.
WHEREAS, the Light & Power Department desires to retain the
services of a consultant to provide renewable energy development
services for the Light & Power Department and administrative services
for City Council affairs (collectively, the "Services"); and
WHEREAS, the Light & Power Department desires to retain the
services of Curtis Fresch, Ltd. ("Fresch") under which Curtis Fresch
would provide such Services as requested by the Director of Light &
Power or the City Council, or their designee, at the rate of $105.00
per hour for a minimum of 2080 hours each year, or the sum of
$218,400.00 per year, for a period of three years, and said Agreement
shall automatically renew in three-year increments unless notified in
writing at least 30 days prior to the anniversary date; 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 contract with Fresch.
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
1 approves the Consulting Service Agreement with Fresch, in
2 substantially the same form as the copy which is attached hereto as
3 Exhibit A and incorporated by reference.
4 SECTION 3: The City Council of the City of Vernon hereby
5 authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
6 and on behalf of, the City of Vernon and the City Clerk or Deputy City
7 Clerk is hereby authorized to attest thereto.
8 SECTION 4: The City Council of the City hereby authorizes
9 the City Administrator, or his designee, to make whatever non-
10 substantive, administrative and/or text changes, upon advice of
11 counsel, to the Agreement.
12 SECTION 5: The City Council of the City of Vernon hereby
13 authorizes the City Administrator, or his designee, to take any action
14 deemed necessary to carry out or to perform such other acts and deeds
15 as may be necessary or convenient to effect the purposes of this
16 Resolution and the transactions herein authorized.
17 SECTION 6: The City Council of the City of Vernon hereby
18 directs the City Clerk, or her designee, to send a fully executed
19 Agreement to:
20 Curtis Fresch, Ltd.
Attn.: Curtis Fresch
21 4959 Talbot Lane, #175
22 Reno, Nevada 89509
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1 SECTION 7: The City Clerk of the City of Vernon shall
2 certify to the passage of this resolution, and thereupon and
3 thereafter the same shall be in full force and effect.
4 APPROVED AND ADOPTED this 5th day of January, 2009.
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6 Name: Loonis Ca Malburg,
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Title: Mayor / �Pro
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9 ATTEST:
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11 MA UELA GIRON, City Clerk
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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. 9807, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, January 5, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
a
MANUELA GION, City Clerk
- 4 -
CONSULTING SERVICE AGREEMENT
THIS AGREEMENT is entered into this 5th day of January, 2009, by and between the
CITY OF VERNON, CALIFORNIA a municipal corporation, hereinafter referred to as "City",
and CURTIS FRESCH, LTD., a Nevada Corporation, hereinafter referred to as "Consultant."
RECITALS
This Agreement is entered into on the basis of the following facts, understandings and
intentions of the parties:
A. Consultant has since June, 2005, coordinated the renewable energy programs for
the Light & Power Department and will continue to perform renewable energy development
services for the Light and Power Department as directed by the Director of Light & Power, or his
authorized `designee.
B. Consultant shall act as an administrator for City Council affairs, as directed by the
City Council, or their authorized designee.
NOW THEREFORE, intending legally to be bound, the parties agree as follows:
Parties to the Agreement.
The parties to this Agreement are:
City: The City of Vernon, a municipal corporation, having its principal office at
4305 Santa Fe Avenue, Vernon, California, 90058.
Consultant: Curtis Fresch, Ltd., a Nevada Corporation, having the business
address of 4959 Talbot Lane, #175, Reno, Nevada 89509.
2. Representatives of the Parties and Service of Notices.
The representatives of the parties who are primarily responsible for the
administration of this Agreement, and to whom formal notices, demands and communications
shall be given, are as follows:
de
The principal representative of the City shall be:
Mr. Donal O'Callaghan
Director of Light & Power
City of Vernon
Redevelopment Agency
4305 Santa Fe Avenue
Vernon, California 90058
(323) 583-8811
(323) 581-7924 Fax
The sole representative of Consultant shall be:
Mr. Curtis Fresch
Curtis Fresch, Ltd.
4959 Talbot Lane, 4175
Reno, Nevada 89509
(775) 313-3412
3. Contract Year. Contract Year shall mean the period commencing on January 5,
2009 and expiring at midnight on the immediately following January 4, 2010 and thereafter each
subsequent twelve-month period beginning on January 5th and ending on January 4th.
4. Term of the Agreement. The term of this Agreement shall be for the period of
three (3) years commencing on the 5th day of January 2009. Every three (3) years, on the
anniversary of the date this Agreement was entered into, this Agreement shall automatically
renew for an additional term of three (3) years, unless either party to this Agreement notifies the
other in writing to the contrary at least thirty (30) days prior to the anniversary date.
5. Amount and Scope of Services. Consultant hereby agrees to provide at least two
thousand eight (2080) hours of Mr. Curtis Fresch's time each Contract Year to the City for
Consultant services as requested and directed by the Director of Light & Power or his authorized
designee for renewable energy development services and as requested and directed by the City;
Council for Council affairs.
Consultant shall be available for additional hours of consulting services
("Additional Hours") to the City each Contract Year at the request of the City Council or their
authorized designee, or at the request of the Director of Light & Power or his authorized
designee.
-2-
6. Time and Amount of Payment for Consulting Services. The City shall pay the
Consultant monthly for consulting services rendered to the City. The City shall pay Consultant at
the rate of One Hundred Five Dollars ($105) per hour. Consultant agrees to deliver monthly
invoices to City on or before the 5th of each month, detailing the hours for the previous month of
service. City agrees to pay presented monthly invoices on of before the 201h of the month (within
fifteen days).
7. Health Insurance. City shall pay for basic medical and dental health insurance
coverage for consultant.
8. Expense Reimbursement. The City shall only reimburse the Consultant for
expenses pre -approved by,,either the City Council or the Director of Light & Power or his
authorized designee and incurred by Consultant for services undertaken for either Council affairs
or renewable energy services for the City in the performance of this Agreement.
Such expenses shall include, but shall not be limited to, lengthy document typing,
obtaining documents from research libraries or official agencies or the cost of travel and other
expenses incurred on business trips to meetings or official appearances on behalf of the City or
other projects that the Consultant is requested to undertake as directed by either the City Council,
the Director of Light & Power or their authorize designee.
8.1 Additional Staff. The Consultant may employ additional personnel in
conjunction with the discharge of Consultant's duties to the City, pursuant to this Agreement, as
approved and directed by the City Council or Director of Light & Power or their authorized
designees, for whatever purpose the City Council or Director of Light & Power deems
appropriate. The compensation rates and hourly billing rates of any additional staff shall be
approved, in advance, by City Council, the Director of Light & Power or their designee.
9. Reports. Consultant shall submit reports of Consultant's time allocation for
services rendered to the City every month, within five (5) days of the month end. Such report
shall be appended to the monthly invoice. Consultant shall prepare other reports, as required by
the Director of Light & Power, as part of the Consultant services rendered to the City pursuant to
this Agreement.
10. Cancellation. The City shall have the right to terminate and cancel this
Agreement for cause. In the event that the City intends to cancel this Agreement for cause, it
1411
shall as a prerequisite thereto, give Consultant written notice of the material failure in
performance and provide Consultant a thirty (30) day period to effect a cure reasonably
satisfactory to the City.
11. Independent Contractor. Consultant and the agents and employees of
Consultant in the performance of this Agreement shall act in an independent capacity and not as
employees or agents of the City. However, City reserves the right to convert this Agreement to
an employment agreement at its option for a future date.
12. Rules of Interpretation. As used in this Agreement, and as the context may
require, the singular includes the plural and vice versa and the masculine gender includes the
feminine and neuter and vice versa. The words "include," "includes" or "including" shall be by
way of example only and shall not be considered in any way to be in limitation.
13. Calendar Days; Working Days. All references in this Agreement to a number of
days in which either party shall have to consent, approve or perform shall mean calendar days
unless specifically stated to be "working" days. All references in this Agreement to "working"
days shall mean days on which the City is open for business.
14. Severability. If any part of this Agreement is invalid, the remaining terms and
conditions shall not be affected unless their enforcement under the circumstances would be
unreasonable, inequitable or otherwise frustrate the purposes of this Agreement.
15. Captions and References. The captions of the sections and subsections of this
Agreement are solely for convenience of reference, and shall be disregarded in this construction
and the interpretation of this Agreement. References herein to a section or subsection are to the
sections and subsections of this Agreement.
16. No Oral Modifications. This Agreement supersedes all prior proposals,
agreements and understandings between the parties and may not be changed or terminated orally,
and no change or termination of, or attempt to waive, any of the provisions hereof shall be
binding unless in writing and signed by the parties against whom the same is sought to be
enforced.
17. Force Majeure. Consultant shall not be in default under this Agreement in the
event that the Consultant's services are temporarily interrupted for any of the following reasons:
work stoppage; riots; war or national emergency declared by the President or Congress and
-4-
affecting the City of Vernon; civil disturbance; explosion; natural disasters such as floods,
earthquakes, landslides and fires; or other catastrophic events which are beyond the reasonable
control of Consultant; provided, however, that Consultant notify City in writing of the nature of
the matter constituting the enforced delay within ten (10) days after the occurrence of the
enforced delay. Notwithstanding anything to the contrary in this Agreement, an extension of
time for any such cause shall be for the period of time reasonable in light of the enforced delay
and shall commence to run from the time of the commencement of the cause.
1.8. Confidentiality. Consultant acknowledges that certain information relating to
the management, operation or planning of the City and generally determined to be confidential by
City, (the "Confidential Information") must be maintained as confidential by City, but that access
to and knowledge of such Confidential Information is essential to the performance of
Consultant's duties hereunder. Consultant agrees that all Confidential Information heretofore or
in the future obtained by Consultant as a result of Consultant's relationship with the City shall be
considered confidential. In recognition of this fact, Consultant agrees that, during and after the
Consulting Period, Consultant will not disclose any such Confidential Information to any person
or entity for any reason or purpose whatsoever and will not make use of any Confidential
Information for company purposes or for the benefit of any other person or entity (except the
City), unless ordered to do so by a court with legal jurisdiction.
19. Law to Govern; Venue. The law of the State of California shall govern this
Agreement. In the event of litigation between the parties, venue in state trial courts shall lie
exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court,
exclusive venue shall lie in the Central District of California.
20. Attorney's Fees. In the event that either party to this Agreement shall commence
any legal or equitable action or proceeding to enforce or interpret the provisions of this
Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs
of suit, including actual attorney's fees and costs, including costs of expert witnesses and
Consultants, discovery costs and costs on appeal.
21. Amendments. No amendment of this Agreement shall be valid unless in writing
duly executed by the parties.
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22. Execution of Counterparts. This Agreement may be executed in counterparts
and, when each party has signed and delivered at least one such counterpart, each counterpart
shall be deemed an original and all counterparts taken together shall constitute one and the same
agreement.
23. Sole and Only Agreement. This instrument constitutes the sole and only
agreement between the City and Consultant, and correctly sets forth the obligations of the City
and Consultant to each other as of its date. Any agreements or representations or any other
matter discussed in this Agreement not expressly set forth in this instrument are null and void.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate,
effective the day and year first above written.
CURTIS FRESCH, LTD
a Nevada Corporation
Curtis Fresch
ATTEST:
Manuela Giron, City Clerk
CITY OF VERNON
Leonis C. Malburg
Mayor
APPROVED AS TO FORM:
Jeff A. Harrison, City Attorney
51
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January 15, 2009 v'
Mr. Curtis Fresch
Curtis Fresch, Ltd.
4959 Talbot Lane, #175
Reno, NV 89509
Re: Consulting Services Agreement
Dear Mr. Fresch:
Transmitted herewith is a fully executed Agreement as referenced
above, approved by City Council on January 5, 2009.
If you have any questions regarding this matter, please call Mr. Donal
O'Callaghan at (323) 583-8811 ext. 834.
Very truly yours,
Nelly Giron
City Clerk
NG : dj
c: Donal O'Callaghan
Purchasing Dept.
Resolution No. 9807
Agreement File No. 09-004
Page 1 of 1
Romero, Debbie
From:
Tolmasoff, Robin
Sent:
Monday, January 05, 2009 7:57 AM
To:
Romero, Debbie
Subject: Resolution Nos. 9806 and 9807
Importance: High
Debbie,
When Resolution No. 9806-Cape Canaveral Power and Consultants and Resolution No. 9807-Curtis Fresch is
finalized, please send the copy only to me and not to Document Control. Thank you. HAPPY NEW YEAR!
Robin M. Tolmasoff
Executive Secretary to the Director of Light Ft Power
City of Vernon
(323) 583-8811, Ext. 561
1/5/2009
MEMORANDUM
Light & Power Department
DATE: December 29, 2008
C*—
TO: Eric Fresch, City Administrator
FROM: Donal O'Callaghan, Director of Light & Power
SUBJECT: Consulting Service Agreement for Curtis Fresch, Ltd.
APPROVED JAN 0 5 '09 CITY COUNCIL
CIT CL RK DISTRIB T10N
Please find attached the Consulting Service Agreement between Curtis Fresch Ltd. and
the City of Vernon. This Consulting Service Agreement is to permit Curtis Fresch Ltd to
provide renewable energy development services for the Light & Power Department and
to act as an administrator for City Council affairs for the City Council.
The Light and Power Department recommends that the City of Vernon enters into this
agreement and respectfully submits said recommendation for Council approval
DOC:rmt
Attachment
c: Document Control
CONSULTING SERVICE AGREEMENT
THIS AGREEMENT is entered into this 5th day of January, 2009, by and between the
CITY OF VERNON, CALIFORNIA a municipal corporation, hereinafter referred to as "City",
and CURTIS FRESCH, LTD., a Nevada Corporation, hereinafter referred to as "Consultant."
RECITALS
This Agreement is entered into on the basis of the following facts, understandings and
intentions of the parties:
A. Consultant has since June, 2005, coordinated the renewable energy programs for
the Light & Power Department and will continue to perform renewable energy development
services for the Light and Power Department as directed by the Director of Light & Power, or his
authorized designee.
B. Consultant shall act as an administrator for City Council affairs, as directed by the
City Council, or their authorized designee.
NOW THEREFORE, intending legally to be bound, the parties agree as follows:
1. Parties to the Agreement.
The parties to this Agreement are:
City: The City of Vernon, a municipal corporation, having its principal office at
4305 Santa Fe Avenue, Vernon, California, 90058.
Consultant: Curtis Fresch, Ltd., a Nevada Corporation, having the business
address of 4959 Talbot Lane, #175, Reno, Nevada 89509.
2. Representatives of the Parties and Service of Notices.
The representatives of the parties who are primarily responsible for the
administration of this Agreement, and to whom formal notices, demands and communications
shall be given, are as follows:
-1-
The principal representative of the City shall be:
Mr. Donal O'Callaghan
Director of Light & Power
City of Vernon
Redevelopment Agency
4305 Santa Fe Avenue
Vernon, California 90058
(323) 583-8811
(323) 581-7924 Fax
The sole representative of Consultant shall be:
Mr. Curtis Fresch
Curtis Fresch, Ltd.
4959 Talbot Lane, #175
Reno, Nevada 89509
(775) 313-3412
3. Contract Year. Contract Year shall mean the period commencing on January 5,
2009 and expiring at midnight on the immediately following January 4, 2010 and thereafter each
subsequent twelve-month period beginning on January 5th and ending on January 4th.
4. Term of the Agreement. The term of this Agreement shall be for the period of
three (3) years commencing on the 5th day of January 2009. Every three (3) years, on the
anniversary of the date this Agreement was entered into, this Agreement shall automatically
renew for an additional term of three (3) years, unless either party to this Agreement notifies the
other in writing to the contrary at least thirty (30) days prior to the anniversary date.
5. Amount and Scope of Services. Consultant hereby agrees to provide at least two
thousand eight (2080) hours of Mr. Curtis Fresch's time each Contract Year to the City for
Consultant services as requested and directed by the Director of Light & Power or his authorized
designee for renewable energy development services and as requested and directed by the City
Council for Council affairs.
Consultant shall be available for additional hours of consulting services
("Additional Hours") to the City each Contract Year at the request of the City Council or their
authorized designee, or at the request of the Director of Light & Power or his authorized
designee.
-2-
6. Time and Amount of Payment for Consulting Services. The City shall pay the
Consultant monthly for consulting services rendered to the City. The City shall pay Consultant at
the rate of One Hundred Five Dollars ($105) per hour. Consultant agrees to deliver monthly
invoices to City on or before the 5th of each month, detailing the hours for the previous month of
service. City agrees to pay presented monthly invoices on of before the 20`h of the month (within
fifteen days).
7. Health Insurance. City shall pay for basic medical and dental health insurance
coverage for consultant.
8. Expense Reimbursement. The City shall only reimburse the Consultant for
expenses pre -approved by either the City Council or the Director of Light & Power or his
authorized designee and incurred by Consultant for services undertaken for either Council affairs
or renewable energy services for the City in the performance of this Agreement.
Such expenses shall include, but shall not be limited to, lengthy document typing,
obtaining documents from research libraries or official agencies or the cost of travel and other
expenses incurred on business trips to meetings or official appearances on behalf of the City or
other projects that the Consultant is requested to undertake as directed by either the City Council,
the Director of Light & Power or their authorize designee.
8.1 Additional Staff. The Consultant may employ additional personnel in
conjunction with the discharge of Consultant's duties to the City, pursuant to this Agreement, as
approved and directed by the City Council or Director of Light & Power or their authorized
designees, for whatever purpose the City Council or Director of Light & Power deems
appropriate. The compensation rates and hourly billing rates of any additional staff shall be
approved, in advance, by City Council, the Director of Light & Power or their designee.
9. Reports. Consultant shall submit reports of Consultant's time allocation for
services rendered to the City every month, within five (5) days of the month end. Such report
shall be appended to the monthly invoice. Consultant shall prepare other reports, as required by
the Director of Light & Power, as part of the Consultant services rendered to the City pursuant to
this Agreement.
10. Cancellation. The City shall have the right to terminate and cancel this
Agreement for cause. In the event that the City intends to cancel this Agreement for cause, it
-3-
shall as a prerequisite thereto, give Consultant written notice of the material failure in
performance and provide Consultant a thirty (30) day period to effect a cure reasonably
satisfactory to the City.
11. Independent Contractor. Consultant and the agents and employees of
Consultant in the performance of this Agreement shall act in an independent capacity and not as
employees or agents of the City. However, City reserves the right to convert this Agreement to
an employment agreement at its option for a future date.
12. Rules of Interpretation. As used in this Agreement, and as the context may
require, the singular includes the plural and vice versa and the masculine gender includes the
feminine and neuter and vice versa. The words "include," "includes" or "including" shall be by
way of example only and shall not be considered in any way to be in limitation.
13. Calendar Days; Working Days. All references in this Agreement to a number of
days in which either party shall have to consent, approve or perform shall mean calendar days
unless specifically stated to be "working" days. All references in this Agreement to "working"
days shall mean days on which the City is open for business.
14. Severability. If any part of this Agreement is invalid, the remaining terms and
conditions shall not be affected unless their enforcement under the circumstances would be
unreasonable, inequitable or otherwise frustrate the purposes of this Agreement.
15. Captions and References. The captions of the sections and subsections of this
Agreement are solely for convenience of reference, and shall be disregarded in this construction
and the interpretation of this Agreement. References herein to a section or subsection are to the
sections and subsections of this Agreement.
16, No Oral Modifications. This Agreement supersedes all prior proposals,
agreements and understandings between the parties and may not be changed or terminated orally,
and no change or termination of, or attempt to waive, any of the provisions hereof shall be
binding unless in writing and signed by the parties against whom the same is sought to be
enforced.
17. Force Majeure. Consultant shall not be in default under this Agreement in the
event that the Consultant's services are temporarily interrupted for any of the following reasons:
work stoppage; riots; war or national emergency declared by the President or Congress and
0
affecting the City of Vernon; civil disturbance; explosion; natural disasters such as floods,
earthquakes, landslides and fires; or other catastrophic events which are beyond the reasonable
control of Consultant; provided, however, that Consultant notify City in writing of the nature of
the matter constituting the enforced delay within ten (10) days after the occurrence of the
enforced delay. Notwithstanding anything to the contrary in this Agreement, an extension of
time for any such cause shall be for the period of time reasonable in light of the enforced delay
and shall commence to run from the time of the commencement of the cause.
18. Confidentiality. Consultant acknowledges that certain information relating to
the management, operation or planning of the City and generally determined to be confidential by
City, (the "Confidential Information") must be maintained as confidential by City, but that access
to and knowledge of such Confidential Information is essential to the performance of
Consultant's duties hereunder. Consultant agrees that all Confidential Information heretofore or
in the future obtained by Consultant as a result of Consultant's relationship with the City shall be
considered confidential. In recognition of this fact, Consultant agrees that, during and after the
Consulting Period, Consultant will not disclose any such Confidential Information to any person
or entity for any reason or purpose whatsoever and will not make use of any Confidential
Information for company purposes or for the benefit of any other person or entity (except the
City), unless ordered to do so by a court with legal jurisdiction.
19. Law to Govern; Venue. The law of the State of California shall govern this
Agreement. In the event of litigation between the parties, venue in state trial courts shall lie
exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court,
exclusive venue shall lie in the Central District of California.
20. Attorney's Fees. In the event that either party to this Agreement shall commence
any legal or equitable action or proceeding to enforce or interpret the provisions of this
Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs
of suit, including actual attorney's fees and costs, including costs of expert witnesses and
Consultants, discovery costs and costs on appeal.
21. Amendments. No amendment of this Agreement shall be valid unless in writing
duly executed by the parties.
-5-
22. Execution of Counterparts. This Agreement may be executed in counterparts
and, when each party has signed and delivered at least one such counterpart, each counterpart
shall be deemed an original and all counterparts taken together shall constitute one and the same
agreement.
23. Sole and Only Agreement. This instrument constitutes the sole and only
agreement between the City and Consultant, and correctly sets forth the obligations of the City
and Consultant to each other as of its date. Any agreements or representations or any other
matter discussed in this Agreement not expressly set forth in this instrument are null and void.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate,
effective the day and year first above written.
CURTIS FRESCH, LTD
a Nevada Corporation
Curtis Fresch
ATTEST:
I:
Manuela Giron, City Clerk
CITY OF VERNON
an
Leonis C. Malburg
Mayor
APPROVED AS TO FORM:
Jeff A. Harrison, City Attorney
1.1