Resolution No. 10124RESOLUTION NO. 10,124
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
A SERVICES AGREEMENT WITH CH2M HILL, INC. FOR
SITING AND PERMITTING SUPPORT AND PREPARATION OF
AN AVIAN STUDY PROTOCOL
WHEREAS, the City of Vernon ("City") is a chartered
municipal corporation of the State of California that owns and
operates a system for the generation, purchase, transmission,
distribution and sale of electric capacity and energy; and
WHEREAS, the City owns or has rights to property in the
Tehachapi Wind Resource Area of Tehachapi, California in Kern County
with the potential for development of a large amount of renewable
energy resources; and
WHEREAS, the City desires to retain the services of an
environmental consulting firm for siting and permitting support and
preparation of certain Avian Study Protocols (the "Services") in
connection with the Kern County wind energy project in the Tehachapi
area (the "Property"); and
WHEREAS, the Light & Power Department has determined that
CH2M Hill, Inc. ("CH2M Hill") is qualified and capable of providing
the Services for a total not to exceed sum of $125,000.00; and
WHEREAS, by memo dated December 16, 2009, the Director of
Light & Power recommends the City enter into an agreement setting
forth the terms and conditions under which CH2M Hill will provide the
Services; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsections (b)(1) and
(b)(7) of Section 2.27 of the Vernon City Code, it is in the public
interest and necessity to enter .into an agreement with CH2M Hill to
provide the specialized services required by the Light & Power
Department.
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 does
hereby find and determine that the recitals contained hereinabove are
true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Services Agreement with CH2M Hill (the "Agreement"), in
substantially the form attached hereto as Exhibit A and incorporated
by reference and authorizes the City Administrator, or his designee,
to negotiate with CH2M Hill minor modifications to the Agreement which
are satisfactory to the City Attorney.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for,
and on behalf of, the City of Vernon as attached in Exhibit A, or
alternatively, to execute a modified Agreement if the changes
negotiated with CH2M Hill are approved by the City Attorney, and the
City Clerk, or Deputy City Clerk, is hereby authorized to attest
thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
action is deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
-2-
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send the fully executed
Agreement to:
CH2M Hill, Inc.
Attn.: Mark L. Bricker, Vice President
610 Anacapa Street
Santa Barbara, CA 93101
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 21St day of December, 2009.
A EST:
I— -
MANUELA GIRON, C ty Clerk
Hil ra eo Gonzales
Name:
Title: Mayor /-4ar^r Tern-m 1L
-3-
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. 10,124, was
duly passed, approved and adopted by the City Council of the City of
Vernon at a regular meeting of the City Council duly held on Monday,
December 21, 2009, and thereafter was duly signed by the Mayor or Mayor
Pro-Tem of the City of Vernon.
Executed this � day of December, 2009, at Vernon, California.
ANUELA GIRON, City Clerk
(SEAL)
EXHIBIT A
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CH2M HILL, INC.
FOR SITING AND PERMITTING SUPPORT AND IMPLEMENTATION OF AN AVIAN
STUDY
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
12720-0007\1192823v3.doc
COVER PAGE
CH2M HILL, Inc.
Mark L. Bricker, Vice President, Industrial
Systems
CH2M HILL, Inc.
610 Anacapa Street
Santa Barbara, CA 93101
Attention: Mark Bricker, Vice President
Phone: 805-568-0650
Facsimile: 714-424-2016
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
Upon written notice to proceed
February 28, 2010, unless agreed to in
writing by the parties
Total not to exceed $125,000 (includes all
applicable sales tax) as more particularly
described in Exhibit B
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND CH2M HILL, INC. FOR SITING AND PERMITTING
SUPPORT AND IMPLEMENTATION OF AN AVIAN STUDY
THIS AGREEMENT is made and entered into as of , 2009 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and CH2M HILL, Inc., a Florida corporation ("Contractor"). City and
Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain environmental consulting services provided as more
fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
Section 1. Term and Time of Performance.
This Agreement shall commence upon the Commencement Date listed on the Cover Page, and
shall remain and continue in effect through the Termination Date listed on the Cover Page,
unless sooner terminated pursuant to the provisions of this Agreement. Any services performed
prior to the Effective Date listed above shall for all purposes be deemed to have been performed
pursuant to this Agreement, subject to the terms and conditions hereof.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
12720-0007\1192823v3.doc 2
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services required by this Agreement, an amount based on a time and
materials basis to be calculated in accordance with the rates set forth in the CH2M HILL 2009
Hourly Rates and CH2M HILL 2009 Expense Rates, attached hereto in Exhibit B and
incorporated herein by this reference. The total amount of compensation shall not exceed the
Consideration set forth on the Cover Page of this Agreement. The Consideration set forth on
the Cover Page shall include payment of Contractor's fee for the services and reimbursement of
the actual cost of any equipment, materials, and supplies necessary to provide the services
(including without limitation, all labor, materials, delivery, tax, assembly, and installation, as
applicable).
(b) Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. Any travel expenses such as airline, car rental, lodging, per
diem must be approved prior to the time at which Contractor incurs such costs by the City
Manager or his designee. The City will compensate Contractor for such expenses approved in
writing by the City Manager or his designee. Any expenses incurred by Contractor that are not
expressly authorized by this Agreement will not be reimbursed by City.
Section 4. Method of Payment.
(a) Invoices. Contractor shall submit invoices monthly for services and
expenses. Invoices shall include for each fee entry the following information: (i) the date each
task is performed; (ii) the identifier of the timekeeper that performed each task (i.e. initials or
timekeeper number); (iii) the hours or portion thereof, billed for the task that reflects the actual
time spent on each activity; (iv) a clear description of the activity performed (each task must be
billed as a separate entry and time should not be embedded); and (v) total fees billed for each
entry. For reimbursable expenses, Contractor shall submit an itemized statement of the
reimbursable expenses for the month, which shall include documentation setting forth a clear
description of the expense incurred, the back-up for each expense (i.e. parking receipt, invoice,
etc.), the number of units associated with each expense (i.e., number of copies, number of
miles), the identifier of the timekeeper associated with the expense, the date the expense was
incurred, the rate at which the expense is billed (i.e., per -page rate for photocopies or mileage
rate).
(b) Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
Section 5. Personnel. All persons performing the services under this Agreement
shall have all the necessary technical expertise, permits, professional licenses, certificates,
training, and other qualifications required by this Agreement or other applicable laws.
Contractor shall provide City with said permits, licenses, and certificates at the request of City.
At any time, and for any reason or for no reason, City may request that Contractor replace any
of Contractor's personnel.
Section 6. Access. Contractor shall comply with all reasonable access and other
.restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
12720-0007\1192823v3.doc
Section 7. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 8. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause, terminate this Agreement, by serving upon the other Party at
least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination, calculated on a pro rata basis for any partial months and Contractor shall
submit an invoice to City as required under this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, if any, as defined in Section 11
below, to City within thirty (30) days after the termination of this Agreement. Contractor shall
12720-0007\1192823v3.doc 4
also take all such other action as City reasonably requires and shall cooperate with City to
effectuate an orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 10. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 11. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 12. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, and agents from and against any and all claims,
suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive
costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees,
or liability of any kind or nature arising out of or attributable to the acts or omissions of
Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result
from, or are in any way related to the performance or non-performance of this Agreement.
12720-0007\1192823v3.doc 5
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 13. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance
(errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in
the aggregate. Further, Contractor agrees to maintain in full force and effect such insurance for
one year after performance of work under this Agreement is completed.
(d) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation as required by law.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
amounts. Contractor shall, prior to commencement of work under this Agreement, file with the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the policies
cannot be canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policies affords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
12720-0007\1192823v3.doc 6
(i) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 14. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of the City Manager. Any assignment or subcontract made in
violation of this section is invalid and void.
Section 15. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 16. Governing Law and Venue. This Agreement shall be interpreted and
enforced according to, and the Parties rights and obligations governed by, the domestic law of
the State of California, without regard to its laws regarding choice of applicable law. Venue
shall be in the Superior Court of California, Los Angeles County
Section 17. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and to be superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
Section 18. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 19. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 20. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
12720-0007\1192823v3.doc 7
Section 21. Notices. Any notices, bills, invoices, etc. required by this Agreement shall
be deemed received on (a) the day of delivery if delivered by hand during the receiving party's
regular business hours or by facsimile before or during the receiving party's regular business
hours; or (b) on the second business day following deposit in the United States mail, postage
prepaid to the addresses set forth on the Cover Page or to such other addresses as the parties
may, from time to time, designate in writing pursuant to this section.
Section 22. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 23. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 24. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 25. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 26. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
12720-0007\1192823v3.doc 8
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City CH2M HILL, Inc., a Florida corporation
and California municipal corporation
By:
By: Name:
Mayor / Mayor Pro-Tem
Title:
ATTEST:
By:
Name:
MANUELA GIRON, City Clerk Title:
APPROVED AS TO FORM:
LAURENCE S. WIENER, City Attorney
12720-0007\1192823v3.doc 9
EXHIBIT A
SCOPE OF SERVICES
Contractor will perform the following work pursuant to this Agreement:
Activity 1: Ongoing Permitting and Agency Coordination
A. CH2M HILL will continue to support the City with preliminary activities required to implement
resource studies, permitting strategy and guidance, and coordination with regulatory agencies,
including Kern County, Bureau of Land Management (BLM), U.S. Fish and Wildlife Services
(USFWS) and California Department of Fish & Game (CDFG);
B. CH2M HILL will provide GIS mapping, graphics, and data management to support the
agency permitting requirements (e.g., meteorological towers, consistency rezone, programmatic
wind development, RRWP, and formal consultations with the USFWS and CDFG.
C. Expected tasks to be completed under this activity include:
1. Attendance at Kern County Board of Supervisors hearing in Bakersfield with the
CH2M HILL Project Manager and Deputy Project Manager for the consistency rezone on
December 15, 2009. Meeting preparation, attendance, and travel expected to take 12 hours per
person. Travel and meeting expenses are included in this activity. This task correlates to the
next bullet item.
2. Attendance at one meeting in the Los Angeles area with the City Team (CH2M
HILL Project Manager and Project Biologist) to discuss potential permitting issues and schedule
for implementation of future protocols and resource surveys. Meeting preparation, attendance,
and travel expected to take 12 hours per person. Travel and meeting expenses are included in
this activity.
3. Ongoing GIS support to address agency permitting information requests
including refinement of project -related components, siting constraints, environmental resources,
existing, improved, and new roadways, and property ownership.
4. Preparation and finalization of a study protocol for conducting avian use studies,
consistent with the recommendations presented in the California Guidelines for Reducing
Impacts to Birds and Bats from Wind Energy Development -Final CEC Report, October 2007
and appropriate to the site -specific conditions of the RRWP. The study protocol will outline
methods for data collection (e.g., number and species of birds observed) at the 20 point count
locations, period of data collection, reporting forms, and methods to analyze potential impact
assessments (e.g., potential for collision fatalities) using recognized biometric applications.
D. Assumptions:
1. City will continue to provide real estate control information, as requested by
Latham & Watkins related to transactional support.
2. GIS support has been budgeted at 50 hours to cover this time period.
3. CH2M HILL Avian Task Leader and Project Manager will coordinate and
participate in one conference call with USFWS and CDFG staff, for the purpose of consultation
on the proposed study protocol and content of the avian use report.
4. Completion of biological resource survey protocols, except for the avian point
count tasks identified above, and implementation of presence / absence surveys for sensitive
plant and animal species located on City -controlled lands will be covered under separate
agreement.
12720-0007\1192823v3.doc 10
E. Deliverables:
1. Meeting materials (agendas, handouts, maps, reports, etc.)
2. Responses to Kern County Data Requests for Met Tower processing and
Programmatic application
3. GIS maps to support team member requests
4. Agency meeting notes
5. Draft technical memorandum detailing the 20 point count locations along with
methodology and suitable graphics,for City team review
6. Draft Avian Protocol, which will be prepared and submitted to the City for
comment and review
Activity 2: Proiect Management and Transactional Support
A. This activity covers project management and transactional support through January 2010.
Expected ongoing tasks to be completed under this activity include:
1. Participation on weekly team calls and preparation of draft meeting notes;
2. Weekly status memos with itemized tasks and budget table, provided to the City
and to BREI (without budget information);
3. Bi-weekly status inputs to BREI for master status reports to the City;
4. Preparation of monthly status reports to accompany invoices;
5. Schedule inputs to the BREI Primavera schedule and separate permitting and
scope schedule for CH2M HILL tasks;
6. Transactional support, including calls with potential developers, communication
with Latham & Watkins, preparation of array maps and other maps as requested by Latham &
Watkins and/or the City (GIS support is covered under Activity 1);
7. QA / QC of project team work product and deliverables;
8. Preparation of proposals for additional scopes of work.
B. Assumptions:
1. Includes participation in weekly 1-hour Team coordination calls by John Carrier,
Jennifer Scholl, and Jessica Kinnahan;
2. Includes one meeting in the Los Angeles area attended by the Project Manager
and Program Manager with representatives from the City Team regarding scope of work issues.
Meeting preparation, attendance and travel are expected to take 12 hours per person per
meeting. Travel and meeting expenses are included in this activity.
3. Includes administrative support for preparing invoices, budget tracking and
reporting, subcontractor management, and other administrative support (assumed to average
12 hours per month);
4. Includes preparation of weekly status reports and monthly status reports to
accompany invoices;
5. Conforms to CH2M HILL contract administration and accounting/reporting
requirements.
C. Deliverables:
1. Development of inputs to project execution schedule, currently maintained by
BREI.
12720-0007\1192823v3.doc 11
2. Preparation of draft notes and action items for team conference calls and
meetings. CH2M HILL notes to be incorporated into the BREI formal notes distributed to City
Team.
3. Preparation of monthly status reports to accompany invoices
4. Preparation of weekly updates of work performed, upcoming challenges, and
financial forecasts to the City.
12720-0007\1192823v3.doc 12
EXHIBIT B
ESTIMATED TIME AND MATERIALS BUDGET
Expense
Activity
Description
Est. Labor
Labor
Budget
Total
No.
Hours
Budget
(incl. Mark
Requested
Up
Ongoing siting and
permitting support,
1
including initiation of the
426
$58,316
$41,741
$100,057
avian point count survey
program
2
Ongoing Project
176
$23,812
$1,131
$24,943
Management Support
Totals
602
$82,128
$42,872
$125,000
CH2M HILL HOURLY RATES
Functional Category
Rate
Period:
2009
2010
Principal
$219
$219
Senior Consultant / Scientist or Program Manager
$208
$208
Senior Engineer / Scientist or Sr. Project Manager
$189
$189
Project Surveyor / Engineer / Assoc. Proj. Mgr.
$172
$172
Project Scientist / Project Manager
$143
$143
Associate Engineer / Scientist
$124
$124
Staff Engineer / Scientist
$107
$107
Junior Engineer / Scientist
$95
$95
Senior Technician / Graphics ! Drafting
$107
$107
Technician / Graphics / Drafting
$95
$95
Office / Clerical / Accounting
$77
$77
12720-0007\1192823v3.doc 13
r
CH21VI HILL EXPENSE RATES
Task
Unit
Unit Rate ($)
Subcontracts
Each item
Actual cost + 5%
Travel
Each item
Actual cost
Small quantity in-house reproduction
Each item
No cost
Other Direct Expenses
Each item
Actual cost + 5%
Overnight Mail
Each item
At cost
First Class Mail (for large mailings only)
Each item
At cost
Automobile Mileage (personal vehicle)
Per mile
$0.55a
CH2M HILL -owned field equipment (e.g., GPS units)
Each item
At CH2M HILL's
standard rate
Filing fees or permit fees
Each item
Actual cost
Purchase of equipment for City
Each item
Actual cost
Notes:
a or current federal rate
12720-0007\1192823v3.doc 14
JAY -
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
January 11, 2010
CH2M Hill, Inc.
Attn: Mark L. Bricker
Vice President
610 Anacapa Street
Santa Barbara, CA 93101
Re: Services Agreement
Dear Mr. Bricker:
The insurance .requirements have been met. Transmitted herewith
is a copy of the fully executed agreement as referenced above,
approved by City Council on December 21, 2009, through
Resolution No. 10,124.
If you have any questions regarding this matter, please call Mr.
Donal O'Callaghan, at (323) 583-8811 ext. 834.
Very truly yours,
elly Gir n
City Clerk
NG : dj
c: Donal O'Callaghan
Purchasing Department
Resolution Nos. 10,124
Agreement Nos. 09-150
Fxcfusive6i Industfiaf
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CH2M HILL, INC.
FOR SITING AND PERMITTING SUPPORT AND IMPLEMENTATION OF AN AVIAN
STUDY
COVER PAGE
Contractor:
CH2M HILL, Inc.
Responsible Principal of Contractor:
Mark L. Bricker, Vice_ President, Industrial
Systems
Notice Information - Contractor:
CH2M HILL, Inc.
610 Anacapa Street
Santa Barbara, CA 93101
Attention: Mark Bricker, Vice President
Phone: 805-568-0650
Facsimile: 714-424-2016
Notice Information - City:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
Commencement Date:
Upon written notice to proceed
Termination Date:
February 28, 2010, unless agreed to in
writing by the parties
Consideration:
Total not to exceed $125,000 (includes all
applicable sales tax) as more particularly
described in Exhibit B
RE
EC 2 009
D ,
12720-0007\1192823v3.doc LIGHT & POWER DEPT.
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND CH2M HILL, INC. FOR SITING AND PERMITTING
SUPPORT AND IMPLEMENTATION OF AN AVIAN
STUDY
THIS AGREEMENT is made and entered into as of 2009 ("Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and CH2M HILL, Inc., a Florida corporation ("Contractor"). City and
Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain environmental consulting services provided as more
fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
Section 1. Term and Time of Performance.
This Agreement shall commence upon the Commencement Date listed on the Cover Page, and
shall remain and continue in effect through the Termination Date listed on the Cover Page,
unless sooner terminated pursuant to the provisions of this Agreement. Any services performed
prior to the Effective Date listed above shall for all purposes be deemed to have been performed
pursuant to this Agreement, subject to the terms and conditions hereof.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
12720-0007\1192823v3.doc 2
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services required by this Agreement, an amount based on a time and
materials basis to be calculated in accordance with the rates set forth in the CH2M HILL 2009
Hourly Rates and CH2M HILL 2009 Expense Rates, attached hereto in Exhibit B and
incorporated herein by this reference. The total amount of compensation shall not exceed the
Consideration set forth on the Cover Page of this Agreement. The Consideration set forth on
the Cover Page shall include payment of, Contractor's fee for the services and reimbursement of
the actual cost of any equipment, materials, and supplies necessary to provide the services
(including without limitation, all labor, materials, delivery, tax, assembly, and installation, as
applicable).
(b) Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. Any travel expenses such as airline, car rental, lodging, per
diem must be approved prior to the time at which Contractor incurs such costs by the City
Manager or his designee. The City will compensate Contractor for such expenses approved in
writing by the City Manager or his designee. Any expenses incurred by Contractor that are not
expressly authorized by this Agreement will not be reimbursed by City.
Section 4. Method of Payment.
(a) Invoices. Contractor shall submit invoices monthly for services and
expenses. Invoices shall include for each fee entry the following information: (i) the date each
task is performed; (ii) the identifier of the timekeeper that performed each task (i.e. initials or
timekeeper number); (iii) the hours or portion thereof, billed for the task that reflects the actual
time spent on each activity; (iv) a clear description of the activity performed (each task must be
billed as a separate entry and time should not be embedded); and (v) total fees billed for each
entry. For reimbursable expenses, Contractor shall submit an itemized statement of the
reimbursable expenses for the month, which shall include documentation setting forth a clear
description of the expense incurred, the back-up for each expense (i.e. parking receipt, invoice,
etc.), the number of units associated with each expense (i.e., number of copies, number of
miles), the identifier of the timekeeper associated with the expense, the date the expense was
incurred, the rate at which the expense is billed (i.e., per -page rate for photocopies or mileage
rate).
(b) Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
Section 5. Personnel. All persons performing the services under this Agreement
shall have all the necessary technical expertise, permits, professional licenses, certificates,
training, and other qualifications required by this Agreement or other applicable laws.
Contractor shall provide City with said permits, licenses, and certificates at the request of City.
At any time, and for any reason or for no reason, City may request that Contractor replace any
of Contractor's personnel.
Section 6. Access. Contractor shall comply with all reasonable access and other
restrictions that City, may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
12720-0007\1192823v3.doc
Section 7. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 8. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause, terminate this Agreement, by serving upon the other Party at
least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination, calculated on a pro rata basis for any partial months and Contractor shall
submit an invoice to City as required under this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, if any, as defined in Section 11
below, to City within thirty (30) days after the termination of this Agreement. Contractor shall
12720-0007\1192823v3.doc 4
also take all such other action as City reasonably requires and shall cooperate with City to
effectuate an orderly and systematic termination of Contractor's duties and activities hereunder
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 10. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement. ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 11. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 12. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, and agents from and against any and all claims,
suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive
costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees,
or liability of any kind or nature arising.out of or attributable to the acts or omissions of
Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result
from, or are in any way related to the performance or non-performance of this Agreement.
12720-0007\1192823v3.doc
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 13. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits'of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance
(errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in
the aggregate. Further, Contractor agrees to maintain in full force and effect such insurance for
one year after performance of work under this Agreement is completed.
(d) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation as required by law.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide. -
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
amounts. Contractor shall, prior to commencement of work under this Agreement, file with the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the policies
cannot be canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policies affords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
12720-0007\1192823v3.doc 6
(i) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 14. Assignment and Subcontracting. Contractor shall not assignor attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of the City Manager. Any assignment or subcontract made in
violation of this section is invalid and void.
Section 15. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 16. Governing Law and Venue. This Agreement shall be interpreted and
enforced according to, and the Parties rights and obligations governed by, the domestic law of
the State of California, without regard to its laws regarding choice of applicable law. Venue
shall be in the Superior Court of California, Los Angeles County
Section 17. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein,by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and to be superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
Section 18. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 19. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due town
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 20. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
12720-0007\1192823v3.doc 7
Section 21. Notices. Any notices, bills, invoices, etc. required by this Agreement shall
be deemed received on (a) the day of delivery if delivered by hand during the receiving party's
regular business hours or by facsimile before or during the receiving party's regular business
hours; or (b) on the second business day following deposit in the United States mail, postage
prepaid to the addresses set forth on the Cover Page or to such other addresses as the parties
may, from time to time, designate in writing pursuant to this section.
Section 22. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 23. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 24. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 25. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 26. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
12720-0007\1192823v3.doc 8
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City CH21VI HILL, Inc., a Florida corporation
and California municipal corporation
By: �i /a�-/7 acM9
By: �%� / � Name: �%i21� L 4 . SRI Lkeg-
Mayor / Mayor Pro- ern
Title: V/,CP_
ATTEST:
By:
1-4 Name:
MANUELA GIRON, City Clerk Title:
APPR VED A TO FOR
LA ENCE S. WIENER, City Attorney
12720-0007\1192823v3.doc 9
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Contractor will perform the following work pursuant to this Agreement:
Activitv 1: Onaoina Permittina and Aaencv Coordination
A. CH2M HILL will continue to support the City with preliminary activities required to implement
resource studies, permitting strategy and guidance, and coordination with regulatory agencies,
including Kern County, Bureau of Land Management (BLM), U.S. Fish and Wildlife Services
(USFWS) and California Department of Fish & Game (CDFG);
B. CH2M HILL will provide GIS mapping, graphics, and data management to support the
agency permitting requirements (e.g., meteorological towers, consistency rezone, programmatic
wind development, RRWP, and formal consultations with the USFWS and CDFG.
C. Expected tasks to be completed under this activity include:
1. Attendance at Kern County Board of Supervisors hearing in Bakersfield with the
CH2M HILL Project Manager and Deputy Project Manager for the consistency rezone on
December 15, 2009. Meeting preparation, attendance, and travel expected to take 12 hours per
person. Travel and meeting expenses are included in this activity. This task correlates to the
next bullet item.
2. Attendance at one meeting in the Los Angeles area with the City Team (CH2M
HILL Project Manager and Project Biologist) to discuss potential permitting issues and schedule
for implementation of future protocols and resource surveys. Meeting preparation, attendance,
and travel expected to take 12 hours per person. Travel and meeting expenses are included in
this activity.
3. Ongoing GIS support to address agency permitting information requests
including refinement of project -related components, siting constraints, environmental resources,
existing, improved, and new roadways, and property ownership.
4. Preparation and finalization of a study protocol for conducting avian use studies,
consistent with the recommendations presented in the California Guidelines for Reducing
Impacts to Birds and Bats from Wind Energy Development -Final CEC Report, October 2007
and appropriate to the site -specific conditions of the RRWP. The study protocol will outline
methods for data collection (e.g., number and species of birds observed) at the 20 point count
locations, period of data collection, reporting forms, and methods to analyze potential impact
assessments (e.g., potential for collision fatalities) using recognized biometric applications.
D. Assumptions:
1. City will continue to provide real estate control information, as requested by
Latham & Watkins related to transactional support.
2. GIS support has been budgeted at 50 hours to cover this time period.
3. CH2M HILL Avian Task Leader and Project Manager will coordinate and
participate in one conference call with USFWS and CDFG staff, for the purpose of consultation
on the proposed study protocol and content of the avian use report.
4. Completion of biological resource survey protocols, except for the avian point
count tasks identified above, and implementation of presence / absence surveys for sensitive
plant and animal species located on City -controlled lands will be covered under separate
agreement.
12720-0007\1192823v3.doc 10
E. Deliverables:
1. Meeting materials (agendas, handouts, maps, reports, etc.)
2. Responses to Kern County Data Requests for Met Tower processing and
Programmatic application
3. GIS maps to support team member requests
4. Agency meeting notes
5. Draft technical memorandum detailing the 20 point count locations along with
methodology and suitable graphics for City team review
6. Draft Avian Protocol, which will be prepared and submitted to the City for
comment and review
Activity 2: Project Management and Transactional Support
A. This activity covers project management and transactional support through January 2010.
Expected ongoing tasks to be completed under this activity include:
1. Participation on weekly team calls and preparation of draft meeting notes;
2. Weekly status memos with itemized tasks and budget table, provided to the City
and to BREI (without budget information);
3. Bi-weekly status inputs to BREI for master status reports to the City;
4. Preparation of monthly status reports to accompany invoices;
5. Schedule inputs to the BREI Primavera schedule and separate permitting and
scope schedule for CH2M HILL tasks;
6. Transactional support, including calls with potential developers, communication
with Latham & Watkins, preparation of array maps and other maps as requested by Latham &
Watkins and/or the City (GIS support is covered under Activity 1);
7. QA / QC of project team work product and deliverables;
8. Preparation of proposals for additional scopes of work.
B. Assumptions:
1. Includes participation in weekly 1-hour Team coordination calls by John Carrier,
Jennifer Scholl, and Jessica Kinnahan;
2. Includes one meeting in the Los Angeles area attended by the Project Manager
and Program Manager with representatives from the City Team regarding scope of work issues.
Meeting preparation, attendance and travel are expected to take 12 hours per person per
meeting. Travel and meeting expenses are included in this activity.
3. Includes administrative support for preparing invoices, budget tracking and
reporting, subcontractor management, and other administrative support (assumed to average
12 hours per month);
4. Includes preparation of weekly status reports and monthly status reports to
accompany invoices;
5. Conforms to CH2M HILL contract administration and accounting/reporting
requirements.
C. Deliverables:
Development of inputs to project execution schedule, currently maintained by
XM
12720-0007\1192923v3.doc 11
2. Preparation of draft notes and action items for team conference calls and
meetings. CH2M HILL notes to be incorporated into the BREI formal notes distributed to City
Team.
3. Preparation of monthly status reports to accompany invoices
4. Preparation of weekly updates of work performed, upcoming challenges, and
financial forecasts to the City.
12720-0007\1 1 92823v3.doc 12
EXHIBIT B
ESTIMATED TIME AND MATERIALS BUDGET
Expense
Activity
Description
Est. Labor
Labor
Budget
Total
No.
Hours
Budget
(incl. Mark
Requested
Up
Ongoing siting and
permitting support,
1
including initiation of the
426
$58,316
$41,741
$100,057
avian point count survey
program
2
Ongoing Project
176
$23,812
$1,131
$24,943
Management Support
Totals
602
$82,128
$42,872
$125,000
CH21V! HILL HOURLY RATES
Functional Category
Rate
Period:
2009
2010
Principal
$219
$219
Senior Consultant / Scientist or Program Manager
$208
$208
Senior Engineer / Scientist or Sr. Project Manager
$189
$189
Project Surveyor / Engineer / Assoc. Proj. Mgr.
$172
$172
Project Scientist / Project Manager
$143
$143
Associate Engineer / Scientist
$124
$124
Staff Engineer / Scientist
$107
$107
Junior Engineer / Scientist
$95
$95
Senior Technician / Graphics ! Drafting
$107
$107
Technician / Graphics / Drafting
$95
$95
Office / Clerical'/ Accounting
$77
$77
12720-0007\1192823v3.doc 13 -
CH21VI HILL EXPENSE RATES
Task
Unit
Unit Rate ($)
Subcontracts
Each item
Actual cost + 5%
Travel
Each item
Actual cost
Small quantity in-house reproduction
Each item
No cost
Other Direct Expenses
Each item
Actual cost + 5%
Overnight Mail
Each item
At cost
First Class Mail (for large mailings only)
Each item
At cost
Automobile Mileage (personal vehicle)
Per mile
$0.55a
CH2M HILL -owned field equipment (e.g., GPS units)
Each item
At CH2M HILL's
standard rate
Filing fees or permit fees
Each item
Actual cost
Purchase of equipment for City
Each item
Actual cost
Notes:
a or current federal rate
12720-0007\1192823v3.doc 14
RECEFIVED
DEC T 7 2009
CITY CLERK'S ORE
STAFF REPORT
LIGHT & POWER
APPROVED OEC 21 '09 CITE" COUNCK,
DATE: December 16, 2009
TO: Honorable Mayor and City Council
FROM: Donal O'Callaghan, Director of Light & Power
RE: CH2M HILL, Inc. Agreement for Professional and Technical Services with
the City of Vernon
The Department of Light & Power would like to engage CH2M HILL, Inc. ("CH2M HILL")
to provide continued siting and agency coordination/permitting, land transaction and
project management support for the City of Vernon Renewable Energy Program and
Red Rock Wind Project ("RRWP") in the Kelso Valley, Kern County. CH2M HILL
estimates that the total cost for their services as detailed in the attached Services
Agreement will not exceed $125,000.
The details of the services to be provided by CH2M HILL are included in Exhibit A to the
Services Agreement attached to this Staff Report. The services include, but are not
limited to, the following:
CH2M HILL will provide siting and permitting support for the City's wind energy
project in the Tehachapi wind resource area;
2. CH2M HILL will coordinate with regulatory agencies, prepare for and attend
meetings with those agencies, and address permitting information requests from
those regulatory agencies regarding the wind energy project; and
3. CH2M HILL will prepare and finalize a study protocol for conducting avian use
studies for the Red Rock Wind Project.
Recommendation:
We recommend that the City Council approve the attached Services Agreement with
CH2M HILL, Inc. on the next agenda council meeting which is Monday, December 21,
2009 for the amount not -to -exceed $125,000.
Ic 9T R,
DEC 1 6 2009
Fiscal Impact:
The requested amount was not budgeted for in the 2009/2010 capital budget. It is
recommended the amount of funds be allocated to capital budget.
DO:jv
Attachment
CITY ATTORNEY'S OFFICE
MEMORANDUM
TO: Donal O'Callaghan, Department of Light & Power
FROM: Diana H. Varat, Assistant City Attorney
Cc: Laurence S. Wiener, City Attorney
Gena M. Stinnett, Assistant City Attorney
Javier Valdez, Department of Light & Power
DATE: December 16, 2009
SUBJECT: CH2M HILL, Inc. Agreement — Approved as to Form
The City Attorney's office has reviewed the agreement between the City and CH2M HILL, Inc.
for siting and permitting support services, and has approved it as to form.
12720-0007\1194327v1.doe
Interoffice Memorandum
Light & Power Department
DATE: December 16, 2009
TO: Donal O'Callaghan
Director of Light & Power
FROM: Javier Valdez, Senior Business & Accounts
SUBJECT: CH2M1=IILL, Inc. Agreement for Professional and Technical Services with the
City of Vernon
The Department of Light & Power would like to engage CH2M HILL, Inc. ("CH2M HILL") to
provide continued siting and agency coordination/permitting, land transaction and project
management support for the City of Vernon Renewable Energy Program and Red Rock Wind
Project ("RRWP") in the he
Valley, Kern County. CH2M HILL estimates that the total cost
for their services as detailed in the attached Services Agreement will not exceed $125,000.
The details of the services to be provided by CH2M HILL are included in Exhibit A to the
Services Agreement attached to this Staff Report. The services include, but are not limited to,
the following:
CH2M HILL will provide siting and permitting support for the City's wind energy project
in the Tehachapi wind resource area;
2. CH2M HILL will coordinate with regulatory agencies, prepare for and attend meetings
with those agencies, and address permitting information requests from those regulatory
agencies regarding the wind energy project; and
CH2M HILL will prepare and finalize a study protocol for conducting avian use studies
for the Red Rock Wind Project.
IZE, C 1 UVI�-,
DEC 1 6 2009
Recommendation:
It is recommended that the City Council approve the attached Services Agreement with
CH2MHILL, Inc. on the next agenda council meeting which is Monday, December 21, 2009 for
the amount not -to -exceed $125,000.
Please let me know if I can provide you with any additional information.
DOC: JV
Attachments
cc: Project Control
Document Control — 13.0150 CH2MHILL
Valdez, Javier
From: Hervish, Peter
Sent; Thursday, December 17, 2009 5:58 AM
To: Valdez, Javier
Subject: FW: CH2M Hill
Attachments: CH2M HILL -- Approved as to form.PDF; Vernon - CH2M Hill - Dec -Jan Scope - Final.PDF
Importance: High
I approve this agreement for the $125,000 for CH2MHILL.
-----Original Message -----
From: Valdez, Javier
Sent: Wednesday, December 16, 2009 5:15 PM
To: Hervish, Peter
Subject: FW: CH2M Hill
Importance: High
Peter,
Please review and approve the attached agreement. If you agree please reply back with your
approval.
Thanks
Javier
-----Original Message -----
From: Diana H. Varat [mailto:DVarat@rwglaw.com]
Sent: Wednesday, December 16, 2009 5:08 PM
To: Lehr, Judy; Valdez, Javier
Cc: Gena Stinnett
Subject: RE: CH2M Hill
Thank you. I will review the resolution and send you our changes soon. Attached are the
agreement and our approved as to form memo.
Diana H. Varat
Richards, Watson & Gershon
355 South Grand Ave., 40th Floor
Los Angeles, CA 90071
Phone: (213) 626-8484
Fax: (213) 626-0078
dvarat@rwRlaw.com
-----Original Message -----
From: Lehr, Judy [mailto:JLehr@ci.vernon.ca.us]
Sent: Wednesday, December 16, 2009 5:01 PM
To: Diana H. Varat
Cc: Gena Stinnett
1
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CH2M HILL, INC.
FOR SITING AND PERMITTING SUPPORT AND IMPLEMENTATION OF AN AVIAN
STUDY
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
12720-0007\1192823v3.doc
COVER PAGE
CH2M HILL, Inc.
Mark L. Bricker, Vice President, Industrial
Systems
CH2M HILL, Inc.
610 Anacapa Street
Santa Barbara, CA 93101
Attention: Mark Bricker, Vice President
Phone: 805-568-0650
Facsimile: 714-424-2016
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
Upon written notice to proceed
February 28, 2010, unless agreed to in
writing by the parties
Total not to exceed $125,000 (includes all
applicable sales tax) as more particularly
described in Exhibit B
Page 1 of 1
Juarez, Debbie
From: Barcia, Ana
Sent: Monday, December 21, 2009 3:01 PM
To: Juarez, Debbie
Subject: RE: Insurance Inquiry - CH2M Hill Services Agreement for Siting & Permitting Support &
Preparation of an Avian Study Protocol
Hi Debbie,
Yes, current insurance on file
Have a great day!
Ana Barcia
City of Vernon
Risk Management Department
T: 323) 583-8811 ex 286
F: 323) 826-1439
abarcia@ci.vernon.ca.us
From: Juarez, Debbie
Sent: Monday, December 21, 2009 3:00 PM
To: Barcia, Ana
Subject: Insurance Inquiry - CH2M Hill Services Agreement for Siting & Permitting Support & Preparation of an
Avian Study Protocol
Hi Ana. The above -referenced was approved today at the council meeting. Do they current insurance on file?
Thanks.
De6orah Juarez
14cords Wanagement Assistant
City of Vernon - City CCerk's Office
4305Santa 'Fe gvenue
Vernon, CA 90058
(323) 583-8811
12/21/2009