Resolution No. 098161 RESOLUTION NO. 9816
2
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
4 AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
DSK LLC
5
6
7 WHEREAS, the Gas Department desires to retain the services
8 of a consultant to provide Gas Department Superintendent services for
9 the Gas Department (the "Services"); and
10 WHEREAS, the Gas Department desires to retain the services
11 of DSK LLC ("DSK") under which Dan Christensen would provide such
12 Services as -requested by the Director of Light & Power, or his
13 designee, until terminated, at the rate of $65.00 per hour for up to
14 40 hours per week; and
15 WHEREAS, the City Council of the City of Vernon has
16 determined that, pursuant to the provisions of subsection (a) of
17 Section 2.27 of the Vernon City Code, it is in the public interest and
18 necessity to enter into a contract with DSK.
19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
20 CITY OF VERNON AS FOLLOWS:
21 SECTION 1: The City Council of the City of Vernon hereby
22 finds and determines that the recitals contained hereinabove are true
23 and correct.
24 SECTION 2: The City Council of the City of Vernon hereby
25 approves the Independent Contractor Agreement with DSK, in
26 substantially the same form as the copy which is attached hereto as
27 Exhibit A and incorporated by reference.
28 SECTION 3: The City Council of the City of Vernon hereby
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authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk or Deputy City
Clerk is hereby authorized to attest thereto.
SECTION 4: The City Council of the City hereby authorizes
the City Administrator, or his designee, to make whatever non -
substantive, administrative and/or text changes, upon advice of
Ilcounsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take any action
deemed necessary to carry out or to perform such other acts and deeds
as may be necessary or convenient to effect the purposes of this
Resolution and the transactions herein authorized.
SECTION 6: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a fully executed
Agreement to:
DSK LLC
Attn.: Dan Christensen
12062 Saint Mark Street
Garden Grove, CA 92845
SECTION 7: 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.
APPR6VED AND ADOPTED this 12th day of January, 2009.
ATTEST:
NUELA GIRON, City Clerk
r
Name: Leonis C. Malburg
Title: Mayor
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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. 9816, 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 12, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
I
MANUEL 'G RON, City Clerk
- 3 -
EXHIBIT A
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made at
Vernon, California, this 121h day of January, 2009, by and between the City of Vernon, a
California municipal corporation (hereinafter referred to as the "City") and DSK LLC
(hereinafter referred to as the "Contractor").
ENGAGEMENT:
City hereby engages Contractor and Contractor hereby accepts such engagement
upon the terms and conditions hereinafter set forth.
2. TERM:
This Agreement will become effective on January 12, 2009 and will continue in
effect until terminated by either party as set forth below.
3. DUTIES AND TIME EXPENDED:
a. On the terms and conditions set forth herein, City hereby engages
Contractor to provide to City the services set forth in greater detail in Exhibit "A" attached
hereto and incorporated by reference as though fully set forth at length.
b. Contractor shall provide services to City on a daily basis.
4. COMPENSATION:
In consideration for the services to be provided by Contractor hereunder, City shall pay to
Contractor $65.00 per hour.
The City will pay Contractor for up to 40 hours per week for Services rendered to the
City. Contractor agrees to deliver invoices to the City on the 151h and 301h of each month
detailing the hours for the previous two (2) weeks service. City agrees to pay bi-weekly invoices
on or before the 1 oth day after receipt of invoice. Contractor shall be available for additional
hours of service to the City at the request of the Department Manager/Supervisor, or his
designee.
Contractor shall, at its own cost and expense, be responsible for all fringe benefits.
5. TERMINATION OF CONTRACTOR:
a. Notice of Termination: This Agreement may be terminated by either party.
Contractor shall give (30) days written notice of termination of this Agreement to the other party.
City can terminate this Agreement at -will.
b. Automatic Termination: This Agreement shall automatically terminate
upon the occurrence of any of the following events:
• Death of Contractor;
IndependentContractor.Agt
• Gross negligence of Contractor
6. CONFIDENTIALITY:
a. Contractor and City each acknowledge that but for this Agreement to
provide services to City, Contractor would not necessarily become aware of City's proprietary
information regarding City's customers and business practices nor would Contractor become
aware of confidential information relating to such customers or City's methods of obtaining and
maintaining such customers. Contractor acknowledges the inherent value of the customers and
the valuable reputation of the City which has developed in the community throughout the years.
Contractor also acknowledges that nothing herein is intended to give Contractor any right or
interest therein, including, but not limited to existing customers and other confidential
information developed or created, in whole or in part, by Contractor while working for City.
b. During the term of this Agreement and for the three (3) year period
following the termination of Contractor's engagement hereunder, Contractor shall (a) keep
confidential and shall not disclose or otherwise use for Contractor's own benefit, the professional
and business practices, trade secrets or privileged information of City concerning the existing
customers, and shall keep such knowledge confidential in their dealings, (b) not disclose to any
person or use (except for the benefit of City) information obtained by them during the period of
Contractor's engagement with City as to the customers, business methods, financial statements
or any trade secrets, confidential or proprietary information respecting City, and its customers (c)
not, in any manner, interfere with City's ability to maintain existing customers. In the event of a
breach of this Paragraph, City shall be entitled to injunctive relief in addition to any other
remedies to which City may be entitled at law or in equity.
7. STANDARD OF SERVICES:
Contractor shall assure that Contractor shall work diligently, exert Contractor's
best efforts in rendering services hereunder, and shall take all steps as shall be required to assure
that all services are competently rendered. Contractor shall at all times comply with all of the
terms and provisions of law and highest ethical standards relating to the business of the City.
CONTRACTUAL POWERS:
Except as otherwise provided in this Agreement, under no circumstances will City
be liable or responsible for any expenses or other obligations incurred by Contractor arising out
of Contractor's performance of services hereunder. Neither party shall have the authority to
obligate or bind the other to any contract, obligation or undertaking whatsoever with any third
party.
9. NOTICE:
Any notice required to be given pursuant to the provisions of this Agreement shall
be in writing and sent by certified mail, return receipt requested, and mailed to the parties at the
following addresses:
IndependentContractor.Agt 2
City: City of Vernon
Attention: Donal O'Callaghan, Director of Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
Contractor: DSK LLC
Attention: Dan Christensen
12062 Saint Mark Street
Garden Grove,. Ca 92845
10. GOVERNING LAW/VENUE:
This Agreement and all rights, obligations and liabilities arising hereunder shall
be construed and enforced in accordance with the laws of the State of California. This
Agreement has been negotiated and entered into in the County of Los Angeles, State of
California and in the event of any litigation arising our of this Agreement, venue shall be in the
County of Los Angeles, California.
11. SEVERABILITY:
It is the intention of both parties that the terms of this Agreement be construed so
as to comply with the laws, rules and regulations of the State of California. Any term of this
Agreement that shall be deemed or found to be contrary to such laws, rules or regulations shall
be severed herefrom and shall be null and void, but the balance of this Agreement shall
nevertheless remain in full force and effect. All ambiguities or inconsistencies shall be
interpreted so as to comply with such laws, rules and regulations. This Agreement shall not be
assignable by Contractor without the express written consent of City which consent may be
unreasonably withheld.
12. ENTIRE AGREEMENT:
This Agreement contains the entire understanding of the parties hereto relating to
the subject matter hereof and supersedes all prior and collateral agreements, understandings,
statements and negotiations of the parties. Each party acknowledges that no representations,
inducements, promises, or agreements, oral or written, with reference to the subject matter hereof
have been made other than as expressly set forth herein.
13. AMENDMENTS:
This Agreement may be amended only by an instrument in writing executed by
duly authorized representatives of both parties.
IndependentContractor.Agt
14. RELATIONSHIP OF PARTIES:
In performing under this Agreement, (a) Contractor is, and shall at all times be,
acting and performing as an independent contractor to City, practicing and performing its duties
and responsibilities in accordance with its own judgment as to the method of rendering of such
services, and Contractor is, and shall at all times be, acting and performing as an independent
Contractor. City shall not exercise control over the methods by which Contractor performs its
work nor shall City have the right to interfere with such freedom of action or prescribe rules or
otherwise control or direct the manner in which such services are performed. Such work,
function, and services shall be done and performed in accordance with the standard industry
methods and practices. The sole interest in the services performed by Contractor is that such
services be performed in a competent efficient, ethical, and satisfactory manner, and otherwise
carried out in a manner consistent with obtaining and satisfying the objections of City and
preserving and maintaining the goodwill and reputation of City. Nothing herein contained shall
prevent City from reviewing, instructing, and supervising Contractor's activities and professional
judgment to assure compliance with the foregoing and all applicable laws and rules of the State
of California.
City and Contractor shall not be in the relationship of employer/employee,
partners, or joint venturers, and neither party shall have the authority to obligate or bind the other
to any contract, obligation or undertaking whatsoever. City shall not make any deductions for
any payroll taxes, contributions for unemployment insurance or social security pensions,
annuities, or benefits which are measured by wages, salaries or other compensation paid to
Contractor nor shall Contractor be deemed an employee of City for purpose of withholding
payroll taxes, worker's compensation insurance, other insurance, pensions, annuities, or
otherwise.
15. OWNERSHIP OF RECORDS: ACCESS.
All records, files and databases concerning customers, whether they are prepared
by Contractor or come into possession of Contractor in any other manner, shall remain the sole,
exclusive and permanent property of City. Said materials shall not be removed from the
premises of City without the prior written consent of City. Further, Contractor agrees to turn
over said materials in Contractor's possession or under Contractor's control at the request of the
City or, in the absence of such a request, upon the termination of Contractor's relationship with
the City. Contractor shall prepare and maintain, or cause to be prepared and maintained,
necessary or appropriate reports, records and correspondence relating to all services rendered by
Contractor under this Agreement. Consistent therewith, City shall be responsible for the retention
and storing of all such records.
16. TAXES
Contractor agrees to pay and be responsible for paying all Federal, State and local
taxes for compensation received by Contractor from City while performing services for City.
IndependentContractor.Agt 4
17. DISPUTE RESOLUTION
Any and all disputes that arise between the parties with respect to performance or
interpretation of this Agreement shall be submitted to binding arbitration. The arbitration shall
take place in Los Angeles County, California and both parties agree to submit to the jurisdiction
of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles
County, California under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Each party shall select a retired judge from the JAMS panel, and the two selected
judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties
does not select a retired judge from the JAMS panel within fourteen (14) calendar days after
receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by
JAMS and the judge selected by the other party will select the third judge for the panel. The
agreement of two of the three arbitrators as to the resolution of the dispute shall be a conclusive
resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of
redress for any disputes relating to or arising from this engagement, including disputes over
rights provided by federal, state or local statutes, regulations, ordinances and common law,
including all laws that prohibit discrimination based on any protected classification. The parties
expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and
binding on both parties, and not appealable. The arbitrators will have discretion to award
monetary and other damages, or to award no damages, and to fashion any other relief the
arbitrators deems appropriate. The arbitrators shall have discretion to award the prevailing party
its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties
shall bear the costs of the arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
CITY OF VERNON
A Municipal Corporation
go
NAME:
TITLE: MAYOR / MAYOR PRO-TEM
ATTEST:
MANUELA GIRON, City Clerk
APPROVED AS TO FORM:
JEFF A. HARRISON, City Attorney
DSK LLC
IN
Dan Christensen, Manager
IndependentContractor.Agt 5
EXHIBIT A
EXHIBIT "A"
Scope of Work
Gas Department Superintendent
This Exhibit "A" to the Independent Contractor Agreement by and between City and DSK LLC
incorporates and references that Agreement as though fully set forth at length.
The Gas Department Superintendent is responsible for new construction, daily maintenance and
operations of the Gas System. The Gas Department Superintendent will operate within standard
operating procedures in the industry, and shall perform duties independently but coordinating
with, the Gas Department Manager and/or the Director of Light & Power of the City of Vernon.
Contractor's scope of work for the consideration identified in the Independent Contractor
Agreement will include but not be limited to the following:
• Plan, coordinate and supervise activities and work relating to the operations and
maintenance of the City's natural gas distribution and transmission system.
• Review plans for and oversees the construction of service installations.
• Respond to customer information requests; evaluating materials and methods for use in
natural gas distribution system.
• Assist in the development of plans and specifications for the distribution system
expansion and improvements projects.
• Coordinate and schedule service installations and other service requests.
• Maintain system mapping and records.
• Assist in the development of the Light & Power's Gas Budget.
• On -Call for after hour emergency response as required in the Gas Emergency Operating
Plan.
• Oversee field crew activities.
The Superintendent of Gas will work closely with appropriate Vernon staff and consultants for
all work undertaken.
EXHIBIT "A"
IndependentContractor.Agt 6
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made at
Vernon, California, this 12th day of January, 2009, by and between the City of Vernon, a
California municipal corporation (hereinafter referred to as the "City") and DSK LLC
(hereinafter referred to as the "Contractor").
1. ENGAGEMENT:
City hereby engages Contractor and Contractor hereby accepts such engagement
upon the terms and conditions hereinafter set forth.
2. TERM:
This Agreement will become effective on January 12, 2009 and will continue in
effect until terminated by either party as set forth below.
DUTIES AND TIME EXPENDED:
a. On the terms and conditions set forth herein, City hereby engages
Contractor to provide to City the services set forth in greater detail in Exhibit "A" attached
hereto and incorporated by reference as though fully set forth at length.
b. Contractor shall provide services to City on a daily basis.
4. COMPENSATION:
In consideration for the services to be provided by Contractor hereunder, City shall pay to
Contractor $65.00 per hour.
The City will pay Contractor for up to 40 hours per week for Services rendered to the
City. Contractor agrees to deliver invoices to the City on the 15th and 30th of each month
detailing the hours for the previous two (2) weeks service. City agrees to pay bi-weekly invoices
on or before the 1 oth day after receipt of invoice. Contractor shall be available for additional
hours of service to the City at the request of the Department Manager/Supervisor, or his
designee.
Contractor shall, at its own cost and expense, be responsible for all fringe benefits.
5. TERMINATION OF CONTRACTOR:
a. Notice of Termination: This Agreement may be terminated by either party.
Contractor shall give (30) days written notice of termination of this Agreement to the other party.
City can terminate this Agreement at -will.
b. Automatic Termination: This Agreement shall automatically terminate
upon the occurrence of any of the following events:
• Death of Contractor;
IndependentContractor.Agt
• Gross negligence of Contractor
6. CONFIDENTIALITY:
a. Contractor and City each acknowledge that but for this Agreement to
provide services to City, Contractor would not necessarily become aware of City's proprietary
information regarding City's customers and business practices nor would Contractor become
aware of confidential information relating to such customers or City's methods of obtaining and
maintaining such customers. Contractor acknowledges the inherent value of the customers and
the valuable reputation of the City which has developed in the community throughout the years.
Contractor also acknowledges that nothing herein is intended to give Contractor any right or
interest therein, including, but not limited to existing customers and other confidential
information developed or created, in whole or in part, by Contractor while working for City.
b. During the term of this Agreement and for the three (3) year period
following the termination of Contractor's engagement hereunder, Contractor shall (a) keep
confidential and shall not disclose or otherwise use for Contractor's own benefit, the professional
and business practices, trade secrets or privileged information of City concerning the existing
customers, and shall keep such knowledge confidential in their dealings, (b) not disclose to any
person or use (except for the benefit of City) information obtained by them during the period of
Contractor's engagement with City as to the customers, business methods, financial statements
or any trade secrets, confidential or proprietary information respecting City, and its customers (c)
not, in any manner, interfere with City's ability to maintain existing customers. In the event of a
breach of this Paragraph, City shall be entitled to injunctive relief in addition to any other
remedies to which City may be entitled at law or in equity.
7. STANDARD OF SERVICES:
Contractor shall assure that Contractor shall work diligently, exert Contractor's
best efforts in rendering services hereunder, and shall take all steps as shall be required to assure
that all services are competently rendered. Contractor shall at all times comply with all of the
terms and provisions of law and highest ethical standards relating to the business of the City.
CONTRACTUAL POWERS:
Except as otherwise provided in this Agreement, under no circumstances will City
be liable or responsible for any expenses or other obligations incurred by Contractor arising out
of Contractor's performance of services hereunder. Neither party shall have the authority to
obligate or bind the other to any contract, obligation or undertaking whatsoever with any third
party.
9. NOTICE:
Any notice required to be given pursuant to the provisions of this Agreement shall
be in writing and sent by certified mail, return receipt requested, and mailed to the parties at the
following addresses:
IndependentContractor.Agt 2
City: City of Vernon
Attention: Donal O'Callaghan, Director of Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
Contractor: DSK LLC
Attention: Dan Christensen
12062 Saint Mark Street
Garden Grove, Ca 92845
10. GOVERNING LAW/VENUE:
This Agreement and all rights, obligations and liabilities arising hereunder shall
be construed and enforced in accordance with the laws of the State of California. This
Agreement has been negotiated and entered into in the County of Los Angeles, State of
California and in the event of any litigation arising our of this Agreement, venue shall be in the
County of Los Angeles, California.
11. SEVERABILITY:
It is the intention of both parties that the terms of this Agreement be construed so
as to comply with the laws, rules and regulations of the State of California. Any term of this
Agreement that shall be deemed or found to be contrary to such laws, rules or regulations shall.
be severed herefrom and shall be null and void, but the balance of this Agreement shall
nevertheless remain in full force and effect. All ambiguities or inconsistencies shall be
interpreted so as to comply with such laws, rules and regulations. This Agreement shall not be
assignable by Contractor without the express written consent of City which consent may be
unreasonably withheld.
12. ENTIRE AGREEMENT:
This Agreement contains the entire understanding of the parties hereto relating to
the subject matter hereof and supersedes all prior and collateral agreements, understandings,
statements and negotiations of the parties. Each party acknowledges that no representations,
inducements, promises, or agreements, oral or written, with reference to the subject matter hereof
have been made other than as expressly set forth herein.
1.3. AMENDMENTS:
This Agreement may be amended only by an instrument in writing executed by
duly authorized representatives of both parties.
IndependentContractor. Agt
14. RELATIONSHIP OF PARTIES:
In performing under this Agreement, (a) Contractor is, and shall at all times be,
acting and performing as an independent contractor to City, practicing and performing its duties
and responsibilities in accordance with its own judgment as to the method of rendering of such
services, and Contractor is, and shall at all times be, acting and performing as an independent
Contractor. City shall not exercise control. over the methods by which Contractor performs its
work nor shall City have the right to interfere with such freedom of action or prescribe rules or
otherwise control or direct the manner in which such services are performed. Such work,
function, and services shall be done and performed in accordance with the standard industry
methods and practices. The sole interest in the services performed by Contractor is that such
services be performed in a competent efficient, ethical, and satisfactory manner, and otherwise
carried out in a manner consistent with obtaining and satisfying the objections of City and
preserving and maintaining the goodwill and reputation of City. Nothing herein contained shall
prevent City from reviewing, instructing, and supervising Contractor's activities and professional
judgment to assure compliance with the foregoing and all applicable laws and rules of the State
of California.
City and Contractor shall not be in the relationship of employer/employee,
partners, or joint venturers, and neither party shall have the authority to obligate or bind the other
to any contract, obligation or undertaking whatsoever. City shall not make any deductions for
any payroll taxes, contributions for unemployment insurance or social security pensions,
annuities, or benefits which are measured by wages, salaries or other compensation paid to
Contractor nor shall Contractor be deemed an employee of City for purpose of withholding
payroll taxes, worker's compensation insurance, other insurance, pensions, annuities, or
otherwise.
15. OWNERSHIP OF RECORDS; ACCESS.
All records, files and databases concerning customers, whether they are prepared
by Contractor or come into possession of Contractor in any other manner, shall remain the sole,
exclusive and permanent property of City. Said materials shall not be removed from the
premises of City without the prior written consent of City. Further, Contractor agrees to turn
over said materials in Contractor's possession or under Contractor's control at the request of the
City or, in the absence of such a request, upon the termination of Contractor's relationship with
the City. Contractor shall prepare and maintain, or cause to be prepared and maintained,
necessary or appropriate reports, records and correspondence relating to all services rendered by
Contractor under this Agreement. Consistent therewith, City shall be responsible for the retention
and storing of all such records.
16. TAXES
Contractor agrees to pay and be responsible for paying all Federal, State and local
taxes for compensation received by Contractor from City while performing services for City.
IndependentContractor.Agt 4
17. DISPUTE RESOLUTION
Any and all disputes that arise between the parties with respect to performance or
interpretation of this Agreement shall be submitted to binding arbitration. The arbitration shall
take place in Los Angeles County, California and both parties agree to submit to the jurisdiction
of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles
County, California under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Each party shall select a retired judge from the JAMS panel, and the two selected
judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties
does not select a retired judge from the JAMS panel within fourteen (14) calendar days after
receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by
JAMS and the judge selected by the other party will select the third judge for the panel. The
agreement of two of the three arbitrators as to the resolution of the dispute shall be a conclusive
resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of
redress for any disputes relating to or arising from this engagement, including disputes over
rights provided by federal, state or local statutes, regulations, ordinances and common law,
including all laws that prohibit discrimination based on any protected classification. The parties
expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and
binding on both parties, and not appealable. The arbitrators will have discretion to award
monetary and other damages, or to award no damages, and to fashion any other relief the
arbitrators deems appropriate. The arbitrators shall have discretion to award the prevailing party
its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties
shall bear the costs of the arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
CITY OF VERNON
A Municipal Corporation
NAME: Loonis C� Malburg
TITLE: MAYOR / CIA-I-0R-RR-9-T-E-M-
ATTEST:
ANUELA GIRbrN, Fity Clerk
APPROVED S TO FORM:
uv
JE ISON, City Attorney
DSF
By:
IndependentContractor.Agt 5
EXHIBIT A
EXHIBIT "A"
Scope of Work
Gas Department Superintendent
This Exhibit "A" to the Independent Contractor Agreement by and between City and DSK LLC
incorporates and references that Agreement as though fully set forth at length.
The Gas Department Superintendent is responsible for new construction, daily maintenance and
operations of the Gas System. The Gas Department Superintendent will operate within standard
operating procedures in the industry, and shall perform duties independently but coordinating
with, the Gas Department Manager and/or the Director of Light & Power of the City of Vernon.
Contractor's scope of work for the consideration identified in the Independent Contractor
Agreement will include but not be limited to the following:
• Plan, coordinate and supervise activities and work relating to the operations and
maintenance of the City's natural gas distribution and transmission system.
• Review plans for and oversees the construction of service installations.
• Respond to customer information requests; evaluating materials and methods for use in
natural gas distribution system.
• Assist in the development of plans and specifications for the distribution system
expansion and improvements projects.
• Coordinate and schedule service installations and other service requests.
• Maintain system mapping and records.
• Assist in the development of the Light & Power's Gas Budget.
• On -Call for after hour emergency response as required in the Gas Emergency Operating
Plan.
• Oversee field crew activities.
The Superintendent of Gas will work closely with appropriate Vernon staff and consultants for
all work undertaken.
EXHIBIT "A"
IndependentContractor,Agt 6
ii
Al. I
�f E rr ff i
i r x-
4305Santa, Fe Avenue, Vernon, California 90058.
Telephone (32$) 583-$811
March 23, 2009
Mr. Dan Christensen
DSK LLC
12062 Saint Mark Street
Garden Grove, CA 92845
Re: Consulting Services Agreement
Dear Mr. Christensen:
Transmitted herewith is a fully executed Agreement as referenced
above, approved by City Council on January 12, 2009.
If you have any questions regarding this matter, please call Mr.
Donal O'Callaghan at (323) 583-8811 ext. 834.
Ve truly yours
lid
NellY G' on
City Clerk
NG dj
c: Donal O'Callaghan
Purchasing Dept.
Resolution No. 9816
Agreement File No. 09-010
ExcCusively IndustriaC
January 20, 2009
Mr. Dan Christensen
DSK LLC
12062 Saint Mark Street
Garden Grove, CA 92845
Re: Consulting Services Agreement
Dear Mr. Christensen:
Transmitted herewith is a fully executed Agreement as referenced
above, approved by City Council on January 12, 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. 9816
Agreement File No. 09-010
Transmittal Number: 331 Gas 56.4
City of Vernon
Light & Power Department
4305 Santa Fe Avenue, -Vernon, CA 90058
Tel.: 323-583-8811, Ext. 561 Fax: 323-826-1425
FROM: Light & Power Department
ATTN Mr. Dan Christensen
DSK LLC
TO: 12062 Saint Mark Street
Garden Grove, CA 92845
C:
Co ies ,Descr` tion
1 Consulting Agreement Between the City of Vernon & DSK, LLC.
Copies To W: I File: Transmittals / Gas 56.4
LAP Director
les Sign} ,ie atld Return
/2144
TRANSMITTAL
LETTER
DATE: 11 /18/2010
4 O_!4A,
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
November 17, 2010
Mr. Dan Christensen
DSK LLC
12062 Saint Mark Street
Garden Grove, CA 92845
Re: Consulting Agreement between the City of Vernon and DSK LLC
Dear Mr. Christensen:
This letter is to serve as written notice of the termination of the consulting --agreement
adopted by the City of Vernon per Resolution No. 9816, between the City of Vernon and
DSK LLC, effective November 30, 2010.
Thank you for your services performed on behalf of the City.
Sincerely,
Carlos R. Fa no, Jr.
Director of Light & Power
CRF:ah
C: City Clerk
Document Control
E.Vclusivefy Industriaf
Background
Information
Not mailed
With
Letter
1 RESOLUTION NO. 9816
2
3 'A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
4 AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
DSK LLC
5
6
7 WHEREAS, the Gas Department desires to retain the services
8 of a consultant to provide Gas Department Superintendent services for
9 the Gas Department (the "Services"); and
10 WHEREAS, the Gas Department desires to retain the services
11 of DSK LLC ("DSK") under which Dan Christensen would provide such
12 Services as -requested by the Director of Light & Power, or his
13 designee, until terminated, at the rate of $65.00 per.hour for up to
14 40 hours per week; and
15 WHEREAS, the City Council of the City of Vernon.has
16 determined that, pursuant to the provisions of subsection (a) of
17 Section 2.27 of the Vernon City Code, it is.in the public interest and
18 necessity to enter into a contract with DSK.
19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
20 CITY OF VERNON AS FOLLOWS:
21 SECTION 1: The City Council of the City of Vernon hereby
r
22 finds and determines that the recitals contained hereinabove are true
23 and correct.
24 SECTION 2: The City Council of the City of Vernon hereby
25 approves the Independent Contractor Agreement with DSK, in
26 substantially.the same form as the copy which is attached hereto as
27
Exhibit A and incorporated by reference.
28
SECTION 3: The City Council of the City of Vernon hereby
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authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk or Deputy City
Clerk is hereby authorized to attest thereto.
SECTION 4: The City Council of the City hereby authorizes
the City Administrator, or his designee, to make whatever non -
substantive, administrative and/or text changes, upon advice of
counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take any action
deemed necessary to carry out or to perform such other acts and deeds
as may be necessary or convenient to effect the purposes of this
Resolution and the transactions herein authorized.
SECTION 6: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a_fully executed
Agreement to:
DSK LLC
Attn.: Dan Christensen
12062 Saint Mark Street
Garden Grove, CA 92845
SECTION 7: 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.
APPRdVED AND ADOPTED this 12th day of January, 2009.
w r
_ ✓�iZ:tyVy Al��H.tn �.G___
Name: Leonis C. Malburg
Title: Mayor. / mayer�r-9rrr
ATTEST:
NUELA GIRON, C•ty 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. 9816, 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 12, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
1-K
-L �r v
MANUEL G RON, City Clerk
3 -
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTORAGREEMENT (the "Agreement") is made at
Vernon, California, this 12th day of January, 2009, by and between the City of Vernon, a
California municipal corporation (hereinafter referred to as the "City") and DSK LLC
(hereinafter referredto as the "Contractor').
1. ENGAGEMENT:
City hereby engages Contractor and Contractor hereby accepts such engagement
upon the terms and conditions hereinafter set forth.
2. TERM:
. This Agreement will become effective on January 12, 2009 and will continue in
effect until terminated by either party as set forth below.
3. DUTIES AND TIME EXPENDED:
a. On the terms and conditions set forth herein, City hereby engages
Contractor to provide to City the services set forth in greater detail in Exhibit "A" attached
hereto and incorporated by reference as though fully set forth at length.
b. Contractor shall provide services to City on a daily basis.
4. COMPENSATION:
In consideration for the services to be provided by Contractor hereunder, City shall pay to
Contractor $65.00 per hour.
The City will pay Contractor for up to 40 hours per week for Services rendered to the
City.. Contractor agrees to deliver invoices to the City on the 15th and 30s' of each month
detailing the hours for the previous two (2) weeks service. City agrees to pay bi-weekly invoices
on or before the 1 Oth day after receipt of invoice. Contractor shall be available for additional
hours of service to the City at the request of the Department Manager/Supervisor, or his
designee.
Contractor shall, at its own cost and expense, be responsible for all fringe benefits.
5. TERMINATION OF CONTRACTOR:
a. Notice of Termination: This Agreement may be terminated by either party.
Contractor shall give (30) days written notice of termination of this Agreement to the other party.
City can terminate this Agreement at -will.
b. Automatic Termination: This Agreement shall automatically terminate
upon the occurrence of any of the following events:
• Death of Contractor;
IndependentContractor.Agt
• Gross negligence of Contractor
6. CONFIDENTIALITY:
a. Contractor and City each acknowledge that but for this Agreement to
provide services to City, Contractor would not necessarily become aware of City's proprietary
information regarding City's customers and business practices nor would Contractor become
aware of confidential information relating to such customers or City's methods of obtaining and
maintaining such customers. Contractor acknowledges the inherent value of the customers and
the valuable reputation of the City which has developed in the community throughout the years.
Contractor also acknowledges that nothing herein is intended to give Contractor any right or
interest therein, including, but not limited to existing customers and other confidential
information developed of created, in whole or in part, by Contractor while working for City.
b. During the term of this Agreement and for the three (3) year period
following the termination of Contractor's engagement hereunder, Contractor shall (a) keep
confidential and shall not disclose or otherwise use for Contractor's own benefit, the professional
and business practices, trade secrets or privileged information of City concerning the existing ,
customers, and shall keep such knowledge confidential in their dealings, (b) not disclose to any
person or use (except for the benefit of City) information obtained by them during the period of
Contractor's engagement with City as to the customers, business methods, financial statements
or any trade secrets, confidential or proprietary information respecting City, and its customers (c)
not, in any manner, interfere with City's ability to maintain existing customers. In the event of a
breach of this Paragraph, City shall be entitled to injunctive relief in addition to any other
remedies to which City may be entitled at law or in equity.
7. STANDARD OF SERVICES:
Contractor shall assure that Contractor shall work diligently, exert Contractor's
best efforts in rendering services hereunder, and shall take all steps as shall be required to assure
that all services are competently rendered. Contractor shall at all times comply with all of the
terms and provisions of law and highest ethical standards relating to the business of the City.
8. CONTRACTUAL POWERS:
Except as otherwise provided in this Agreement, under no circumstances will City
be liable or responsible for any expenses or -other obligations incurred by Contractor arising out
of Contractor's performance of services hereunder. Neither party shall have the authority to
obligate or bind the other to any contract, obligation or undertaking whatsoever with any third
party.
9. NOTICE:
Any notice required to be given pursuant to the provisions of this Agreement shall
be in writing and sent by certified mail, return receipt requested,and mailed to the parties at the
following addresses:
IndependentContractor.Agt 2
City: City of Vernon
Attention: Donal. O'Callaghan, Director of Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
Contractor: DSK LLC
Attention: Dan Christensen
12062 Saint Mark Street
Garden Grove,. Ca 92845
10. GOVERNING LAW/VENUE:
This Agreement and all rights, obligations and liabilities arising hereunder shall
be construed and enforced in. -accordance with the laws of the State of California. This
Agreement has been negotiated and entered into in the County of Los. Angeles, State of
California and in the event of any litigation arising our of this Agreement, venue shall be in the
County of Los Angeles, California.
11. SEVERABILITY:
It is the intention of both parties that the terms of this Agreement be construed so
as to comply with the laws, rules and regulations of the State of California. Any term of this
Agreement that shall be deemed or found to be contrary to such laws, rules or regulations shall
be severed"herefrom and shall be null and void, but the balance of this Agreement shall
nevertheless remain in full force and effect. All ambiguities or inconsistencies shall be
interpreted so as to comply with such laws, rules and regulations. This Agreement shall not be
assignable by Contractor without the express written consent of City which consent may be
unreasonably withheld.
12. ENTIRE AGREEMENT:
This Agreement contains the entire understanding of the parties hereto relating to
the subject matter hereof and supersedes all prior and collateral agreements, understandings,
statements and negotiations of the parties. Each party acknowledges that no representations,
inducements, promises, or agreements, oral or written, with reference to the subject matter hereof
have been made other than as expressly set forth herein.
13. AMENDMENTS:
This Agreement may be amended only by an instrument in writing executed by
duly authorized representatives of both parties.
IndependentCmtrac or.Agt
14. RELATIONSHIP OF PARTIES:
In performing under this Agreement, (a) Contractor is, and shall at all times be,
acting and performing as an independent contractor to City, practicing and performing its duties
and responsibilities in accordance with its own judgment as to the method of rendering of such
services, and Contractor is, and shall at all times be, acting and performing as an independent
Contractor. City shall not exercise control over the methods by which Contractor performs its
work nor shall City have the right to interfere with such freedom of action or prescribe rules or
otherwise control or direct the manner in which such services are performed. Such work,
fimetion, and services shall be done and performed in accordance with the standard industry
methods and practices. The sole interest in the services performed by Contractor is that such
services be performed in a competent efficient, ethical, and satisfactory manner, and otherwise
carried out in a manner consistent with obtaining.and satisfying the objections of City and
preserving and maintaining the goodwill and reputation of City. Nothing herein contained shall
prevent City from reviewing, instructing, and supervising Contractor's activities and professional
judgment to assure compliance with the foregoing and all applicable laws and rules of the State
of California.
City and Contractor shall not be in the relationship of employer/employee,
partners, or joint venturers, and neither party shall have the authority to obligate or bind the other
to any contract, obligation or undertaking whatsoever. City shall not make any deductions for
any payroll taxes, contributions for unemployment insurance or social security pensions,
annuities, or benefits which are measured by wages, salaries or other compensation paid to
Contractor nor shall Contractor be deemed an employee of City for purpose of withholding
payroll taxes, worker's compensation insurance, other insurance, pensions, annuities, or
otherwise.
15. OWNERSHIP OF RECORDS: ACCESS.
All records, files and databases concerning customers, whether they are prepared
by Contractor or come into possession of Contractor in any other manner, shall remain the sole,
exclusive and permanent property of City. Said materials shall not be removed from the
premises of City without the prior written consent of. City. Further, Contractor agrees to turn
over said materials in Contractor's possession or under Contractor's control at the request of the
City or, in the absence of such a request, upon the termination of Contractor's relationship with
the City. Contractor shall prepare and maintain, or cause to be prepared and maintained,
necessary or appropriate reports, records and correspondence relating to all services rendered by
Contractor under this Agreement. Consistent therewith, City shall be responsible for the retention
and storing of all such records.
16. TAXES
Contractor agrees to pay and be responsible for paying all Federal, State and local
taxes for compensation received by'Contractor from City while performing services for City.
TndependentContractor.Agt 4
17. DISPUTE RESOLUTION
Any and all disputes that arise between the parties with respect to performance or
interpretation of this Agreement shall be submitted to binding arbitration. The arbitration shall
take place in Los Angeles County, California and both _parties agree to submit to the jurisdiction
of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles
County, California under the auspices of Judicial Arbitration & Mediation Services, Inca
(JAMS'). Each party shall select a retired judge from the JAMS panel, and the two selected
judges shall -mutually agree on the third retired judge from the JAMS panel. If one of the parties
does not select a retired judge from the. JAMS panel within fourteen (14) calendar days after
receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by
JAMS and the judge selected by the other party will select the third judge for the panel. The
agreement of two of the three arbitrators as to the resolution of the dispute shall be a conclusive
resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of
redress for any disputes relating to or arising from this engagement, including disputes over
rights provided. by federal, state or local statutes, regulations, ordinances and common law,
including all laws that prohibit discrimination based on any protected classification. The parties
expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and
binding on both parties, and not appealable. The arbitrators will have discretion to award
monetary and other damages, or to award no damages, and to fashion any other relief the
arbitrators deems appropriate. The arbitrators shall have discretion to award the prevailing party
its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties
shall bear the costs of the arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
ATTEST:
MANUELA GIRON, City Clerk
APPROVED AS TO FORM:
JEFF A. HARRISON, City Attorney
IndependentContractor.Agt 5
n
CITY OF VERNON
A Municipal Corporation
By: _
NAME:
TITLE: MAYOR / MAYOR PRO-TEM
DSK LLC
By:
Dan Christensen, Manager
0
EXHIBIT A
J
EXHIBIT "A"
Scope of Work
Gas Department Superintendent
This Exhibit "A" to the Independent Contractor Agreement by and between City and DSK LLC
incorporates and references that Agreement as though fully set forth at length.
The Gas Department Superintendent is responsible for new construction, daily maintenance and
operations of the Gas System. The Gas Department Superintendent will operate within standard
operating procedures in the industry, and shall perform duties independently but coordinating
with, the Gas Department Manager and/or the Director of Light & Power of the City of Vernon.
Contractor's scope of work for the consideration identified in the Independent Contractor
Agreement will include but not be limited to the following:
• Plan, coordinate and supervise activities and work relating to the operations and
maintenance of the City's natural gas distribution and transmission system.
• Review plans for and oversees the construction of service installations.
• Respond to customer information requests; evaluating materials and methods for use in
natural gas distribution system.
• Assist in the development of plans and specifications for the distribution system
expansion and improvements projects.
• Coordinate and schedule service installations and other service requests.
• Maintain system mapping and records.
• Assist in the development of the Light & Power's Gas Budget.
• On -Call for after hour emergency response as required in the Gas Emergency Operating
Plan.
• Oversee field 'crew activities.
The Superintendent of Gas will work closely with appropriate Vernon staff and consultants for
all work undertaken.
EXHIBIT "A"
IndependentContractor.Agt 6
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made at
Vernon, California, this 12th day of January, 2009, by and between the City of Vernon, a
California municipal corporation (hereinafter referred to as the "City") and DSK LLC
(hereinafter referred to as the "Contractor").
1. ENGAGEMENT:
City hereby engages Contractor and Contractor hereby accepts such engagement
upon the terms and conditions hereinafter set forth.
2. TERM:
This Agreement will become effective on January 12, 2009 and will continue in
effect until terminated by either party as set forth below.
3. DUTIES AND TIME EXPENDED:
a. On the terms and conditions set forth herein, City hereby engages
Contractor to provide to City the services set forth in greater detail in Exhibit "A" attached
hereto and incorporated by reference as though fully set forth at length.
b. Contractor shall provide services to City on a daily basis.
4. COMPENSATION:
In consideration for the services to be provided by Contractor hereunder, City shall pay to
Contractor $65.00 per hour.
The City will pay Contractor for up to 40 hours per week for Services rendered to the
City. Contractor agrees to deliver invoices to the City on the 151h and 30th of each month
detailing the hours for the previous two (2) weeks service. City agrees to pay bi-weekly invoices
on or before the 10th day after receipt of invoice. Contractor shall be available for additional
hours of service to the City at the request of the Department Manager/Supervisor, or his
designee.
Contractor shall, at its own cost and expense, be responsible for all fringe benefits.
5. TERMINATION OF CONTRACTOR:
a. Notice of Termination: This Agreement may be terminated by either party.
Contractor shall give (30) days written notice of termination of this Agreement to the other party.
City can terminate this Agreement at -will.
b. Automatic Termination: This Agreement shall automatically terminate
upon the occurrence of any of the following events:
• Death of Contractor;
IndependentContractor.Agt
• Gross negligence of Contractor
6. CONFIDENTIALITY:
a. Contractor and City each acknowledge that but for this Agreement to
provide services to City, Contractor would not necessarily become aware of City's proprietary
information regarding City's customers and business practices nor would Contractor become
aware of confidential information relating to such customers or City's methods of obtaining and
maintaining such customers. Contractor acknowledges the inherent value of the customers and
the valuable reputation of the City which. has developed in the community throughout the years.
Contractor also acknowledges that nothing herein is intended to give Contractor any right or
interest therein, including, but not limited. to existing customers and other confidential
information developed or created, in whole or in part, by Contractor while working for City.
b. During the term of this Agreement and for the three (3) year period
following the termination of Contractor's engagement hereunder, Contractor shall (a) keep
confidential and shall. not disclose or otherwise use for Contractor's own benefit, the professional
and business practices, trade secrets or privileged information of City concerning the. existing
customers, and shall keep such knowledge confidential in their dealings, (b) not disclose to any
person or use (except for the benefit of City) information obtained by them during the period of
Contractor's engagement with City as to the customers, business methods, financial statements
or any trade -secrets, confidential or proprietary information respecting City, and its customers (c)
not, in any manner, interfere with City's ability to maintain existing customers. In the event of a
breach of this Paragraph, City shall be entitled to injunctive relief in addition to any other
remedies to which City may be entitled 'at law or in equity.
7. STANDARD OF SERVICES:
Contractor shall assure that Contractor shall work diligently, exert Contractor's
best efforts in rendering services hereunder, and shall take all steps as shall be required to assure
that all services are competently rendered. Contractor shall at all times comply with all of the
terms and provisions of law and highest ethical standards relating to the business of the City.
8. CONTRACTUAL POWERS:
Except as otherwise provided in this Agreement, under no circumstances will City
be liable or responsible for any expenses or other obligations incurred by Contractor arising out
of Contractor's performance of services hereunder. Neither party shall have the authority to
obligate or bind the other to any contract, obligation or undertaking whatsoever with any third
party.
9. NOTICE:
Any notice required to be given pursuant to the provisions of this Agreement shall
be in writing and sent by certified mail, return receipt requested, and mailed to the parties at the
following addresses:
IndependentContractor.Agt 2
City: City of Vernon
Attention: Donal O'Callaghan, Director of Light & Power
.4305 Santa Fe Avenue
Vernon, CA 90058
Contractor: DSK LLC
Attention: Dan Christensen
12062 Saint Mark Street
Garden Grove, Ca 92845
10. GOVERNING LAW/VENUE:
This Agreement and all rights, obligations and liabilities arising hereunder shall
be construed and enforced in accordance with the laws of the State of California. This
Agreement has been negotiated and entered into in the County of Los Angeles, State of
California and in the event of any litigation arising our of this Agreement, venue shall be in the
County of Los Angeles, California.
11. SEVERABILITY:
It is the intention of both parties that the terms of this Agreement be construed so
as to comply with the laws, rules and regulations of the State of California. Any term of this
Agreement that shall be deemed or found to be contrary to such laws, rules or regulations shall.
be severed herefrom_and shall be null and void, but the balance of this Agreement shall
nevertheless remain in full force and effect. All ambiguities or inconsistencies shall be
interpreted so as to comply with such laws, rules and regulations. This Agreement shall not be
assignable by Contractor without the express written.consent of City which consent may be
unreasonably withheld.
12. ENTIRE AGREEMENT:
This Agreement contains the entire understanding of the parties hereto relating to
the subject matter hereof and supersedes all prior and collateral agreement's, understandings,
statements and negotiations of the parties. Each party acknowledges that no representations,
inducements, promises, or agreements, oral or written, with reference to the subject matter hereof
have been made other than as expressly set forth herein.
13. AMENDMENTS:
This Agreement may be amended only by an instrument in writing executed by
duly authorized representatives of both parties.
IndependentContractor.Agt
14. RELATIONSHIP OF PARTIES:
In performing under this Agreement, (a) Contractor is, and shall at all times be,
acting and performing as an independent contractor to City, practicing and performing its duties
and responsibilities in accordance with its own judgment as to the method of rendering of such
services, and Contractor is, and shall at all times be, acting and performing as an independent
Contractor. City shall not exercise control over the methods by which Contractor performs its
work nor shall City have the right to interfere with such freedom of action or prescribe rules or
otherwise control or direct the manner'in which such services are performed. Such work,
function, and services shall be done and performed in accordance with the standard industry
methods and practices. The sole interest in the services performed by Contractor is that such
services be performed in a competent efficient, ethical, and satisfactory manner, and otherwise
carried out in a manner consistent with obtaining and satisfying the objections of City and
preserving and maintaining the goodwill and reputation of City. Nothing herein contained shall
prevent City from reviewing, instructing, and supervising Contractor's activities and professional
judgment to assure compliance with the'foregoing and all applicable laws and rules of the State
of California.
City and Contractor shall not be in the relationship of employer/employee,
partners, or joint venturers, and neither party shall have the authority to obligate or bind the other
to any contract, obligation or undertaking whatsoever. City shall not make any deductions for
any payroll taxes, contributions for unemployment insurance or social security pensions,
annuities, or benefits which are measured by wages, salaries or other compensation paid to
Contractor nor shall Contractor be deemed an employee of City for purpose of withholding
payroll taxes, worker's compensation insurance, other insurance, pensions, annuities, or
otherwise.
15. OWNERSHIP OF. RECORDS; ACCESS.
All records; files and databases concerning customers, whether they are prepared
by Contractor or come into possession of Contractor in any other manner, shall remain the sole,
exclusive and permanent property of City. Said materials shall not be removed from the
premises of City without the prior written consent of City. Further, Contractor agrees to turn
over said materials in Contractor's possession or under Contractor's control at the request of the
City or, in the absence of such a request, upon the termination of Contractor's relationship with
the City. Contractor shall prepare and maintain, or cause to be prepared and maintained,
necessary or appropriate reports, records and correspondence relating to all services rendered by
Contractor under this Agreement. Consistent therewith, City shall be responsible for the retention
and storing of all such records.
16. TAXES
Contractor agrees to pay and be responsible. for paying all Federal, State and local
taxes for compensation received by Contractor from City while performing services for City.
IndependentContractor.Agt 4
17. DISPUTE RESOLUTION
Any and all disputes that arise between the parties with respect to performance or
interpretation of this Agreement shall be submitted to binding arbitration. The arbitration shall
take place in Los Angeles County, California and both parties agree to submit to the jurisdiction
of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles
County, California under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Each party shall select a retired judge from the JAMS panel, and the two selected
judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties
does not select a retired judge from the JAMS panel within fourteen (14) calendar days after
receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by
JAMS and the judge selected by the other party will select the third judge for the panel. The
agreement of two of the three arbitrators as to the resolution of the dispute shall be a conclusive
resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of
redress for any disputes relating to or arising from this engagement, including disputes over
rights provided. by federal, state or local statutes, regulations, ordinances and common law,
including all laws that prohibit discrimination based on any protected classification. The parties
expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and
binding on both parties, and not appealable. The arbitrators will have discretion to award
monetary and other damages, or to award no damages, and to fashion any other relief the
arbitrators deems appropriate. The arbitrators shall have discretion to award the prevailing party
its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties
skull bear the costs of the arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
A TEST:
ANUELA GIR . N, Pity Clerk
APPROVED S TO FORM:
JEftli SON, City Attorney
CITY OF VERNON
A Municipal Corporation
r
NAME: Leonis C alburg
TITLE: MAYOR / +A*GR- zD O-T-E-
DSF
LE
IndependentContraotor.Agt 5
EXHIBIT A
EXHIBIT "A"
Scope of Work
Gas Department Superintendent
This Exhibit "A" to the Independent Contractor Agreement by and between City and DSK LLC
incorporates and references that Agreement as though fully set forth at length.
The Gas Department Superintendent is responsible for new construction, daily maintenance and
operations of the Gas System, The Gas Department Superintendent will operate within standard
operating procedures in the industry, and shall perform duties independently but coordinating
with, the Gas Department Manager and/or the Director of Light & Power of the City of Vernon.
Contractor's scope of work for the consideration identified in the Independent Contractor
Agreement will include but not be. limited to the following:
• Plan, coordinate and supervise activities and work relating to the operations and
maintenance of the City's natural gas distribution and transmission system.
• Review plans for and oversees the construction of service installations.
• Respond to customer information requests; evaluating materials and methods for use in
natural gas distribution system.
• Assist in the development of plans and specifications for the distribution system
expansion and improvements projects.
• Coordinate and schedule service installations and other service requests.
• Maintain system mapping and records.
• Assist in the development of the Light & Power's Gas Budget.
• On -Call for after hour emergency response as required in the Gas Emergency Operating
Plan.
• Oversee field crew activities.
The Superintendent of Gas will work closely with appropriate Vernon staff and consultants for
all work undertaken.
EXHIBIT "A"
IndependentContractor.Agt 6
January 20, 2009
i
Mr. Dan Christensen
DSK LLC
1.2062 Saint Mark Street
Garden Grove, CA 92845
Re: Consulting Services Agreement
Dear Mr. Christensen:
Transmitted herewith is a.fully executed Agreement as referenced
above, approved by City Council on January 12, 2009.
If you have any questions regarding this matter, please call Mx. 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. 9816
Agreement File No. 09-010