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Resolution No. 2010-123RESOLUTION NO. 2010-123 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT NO. 2 TO THE SERVICES AGREEMENT WITH CH2M HILL, INC. FOR PERMITTING AND TRANSACTIONAL SUPPORT RELATED TO THE TEHACHAPI WIND RESOURCE AREA 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,,on December 21, 2009, the City Council of the -City of Vernon adopted Resolution No. 10,124 approving and authorizing the execution of a services agreement (the "Agreement") with CH2M Hill, Inc. ("CH2M Hill") for siting and permitting support and preparation of an avian study protocol for the period of January through February, 2010, at a cost not -to -exceed $125,000.00; and WHEREAS, on March 22, 2010, the City Council of the City of Vernon adopted Resolution No. 2010-40 approving and authorizing Amendment No. 1 to the Agreement to extend the Agreement through December 31, 2010, at no additional cost; and WHEREAS, the Interim Director of Light & Power has recommended that the Agreement be amended to allow CH2M Hill to continue to provide on -going transactional and permitting services, including, but not limited to, coordination with Kern County and the Bureau of Land Management, and will continue to provide transactional support to Barclays Bank and Latham & Watkins, for an additional cost of $94,470.00; 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 amended 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 Amendment No. 2 to the Agreement with CH2M Hill (the "Amendment"), a copy of which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Amendment 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 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. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to send the fully executed Amendment to: CH2M Hill, Inca 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 20th day of September, 2010. Name: Hilario Gonzales Title ATTWST`: Mayor /" o- STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-123, 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, September 20, 2010, and thereafter was duly signed by. the Mayor or Mayor Pro-Tem_of the City of Vernon. Executed this day of September, 2010, at Vernon, California. W liar G. uclo, City Clerk (SEAL) In R �, AMENDMENT NO.2 TO SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND C112M HILL, INC. FOR SITING AND PERMITTING SUPPORT This Amendment No. 2 ("Amendment No. 2") to that certain Services Agreement, entered into as of January 4, 2010, as amended, is made as of 2010 ("Effective Date"), by and between the City of Vernon, a California charter city and municipal corporation ("City") and CH2M Hill Inc., a Florida corporation ("Contractor"), which may be referred to individually as "Party" and collectively as "Parties." WHEREAS, City and Contractor are parties to the Agreement, entered into as of January 4, 2010, and amended by Amendment No. 1, entered into on February 28, 2010, under which Contractor provides the City with certain environmental consulting services ("Amended Agreement"); and WHEREAS, Section 17 of the Amended Agreement permits the Parties to modify the Agreement by written amendment signed by both parties; and WHEREAS, the City and Contractor desire to amend certain provisions of the Amended Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows: 1. The term "Consideration" as defined on the Cover Page of the Agreement is hereby amended in its entirety to read as follows: "Total not to exceed $219,470 (includes all applicable sales tax) as more particularly described in Exhibit B." 2. Exhibit A of the Agreement is hereby -amended to add the following responsibilities and tasks to the Contractor's Scope of Services: "Activity 1: Ongoing Permitting and Agency Coordination E. Deliverables 7. Agency coordination materials including application packages, and responses to agency requests. Activity 2: Project Management and Transactional Support A. The activity covers project management and transactional support through December 2010.... 12720-0007\1276076vl.doc 6. Transactional support, including calls with potential developers, communication with Barclays and Latham & Watkins, preparation of array maps and other maps as requested by Latham & Watkins and/or the City. C. Deliverables:... 4. Preparation of monthly status reports to accompany invoices, to include work performed, upcoming challenges, and financial forecasts. Activity 3: On -Call Support and Permit Application Filing A. This activity provides a budget for miscellaneous activities related to supporting the development of the Vernon Renewable Energy Land, including, but not limited to: 1. Payment of Kern County and BLM application package filing fees." 3. The table entitled "Estimated Time and Materials Budget" in Exhibit B is hereby amended to read as follows: Expense Activity Description Est. Labor Labor Budget Total No. Hours Budget (incl. Mark Requested U 1 Permitting and Agency 929 $124,696 $54,797 $179,493 Coordination Ongoing Project 2 Management and 235 $31,750 $2,227 $33,977 Transactional Support On -Call Support and 3 Permit Application 0 $0 $6,000 $6,000 Filings Totals 1,164 $156,446 1 $63,024 $219,470 4. The term "Notice Information — City" as defined on the Cover Page of the Agreement is hereby amended in its entirety to read as follows: "City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino, Jr. Interim Director of Light & Power Telephone: (213) 583-8811 Facsimile: (213) 826-1408" 2 12720-0007\1276076vl.doc 5. Effect of Amendment. Except as expressly modified by this Amendment No. 2, the parties acknowledge and agree that the Amended Agreement is in fall force and effect in accordance with its terms. In the event of conflict between the terms and conditions of the Amended Agreement and the terms and conditions of this Amendment No. 2, the terms and conditions of this Amendment No. 2 shall prevail and control. 6. Entire Agreement. The Amended Agreement, together with this Amendment No. 2, embodies the entire integrated agreement and understanding between City and CH2M Hill with respect to its subject matter and supersedes any prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral (the "Amended Agreement"). No waiver, alteration, or modification of any of the provisions of the Amended Agreement shall be binding unless in writing and signed by City and CH2M Hill. 7. CountgMarts; Facsimile/Email Signatures; Dklicate Originals. This Amendment No. 2 may be executed in any number of counterparts, each of which shall be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment No. 2 by facsimile or email shall be equally effective as delivery of a manually executed counterpart of this Amendment No. 2. This Amendment No. 2 may also be executed in duplicate originals, each of which is deemed to be an original for all purposes. 8. Headings. Headings used in this Amendment No. 2 are for convenience and ease of reference only and shall not affect the interpretation of the Amendment No. 2. 9. Authority to Sign. The person or persons executing this Amendment No. 2 on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment No. 2 on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder. [Signatures Begin on Next Page] 3 12720-0007\1276076v 1.doc IN WITNESS WHEREOF, the parties have signed this Amendment No. 2 as of the Effective Date stated in the introductory clause. City of Vernon, a California charter City CH2M Hill, Inc., a Florida corporation and California municipal corporation j° By: BY: Name: / Awk AgA cKe�e- HILARIO GONZALES Title: Mayor ATTEST: By: Name: WILLARD G. YAMAGUCHI, City Clerk Title: APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney 4 12720-0007\1276076v1.doc 11 - OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September 21, 2010 CH2M Hill, Inc. Attn: Mark L. Bricker Vice President 610 Anacapa Street Santa Barbara, CA 93101 Re: Services Agreement — Amendment Number Two Dear Mr. Bricker: Transmitted herewith is a copy of the fully executed Amendment Number Two as referenced above, approved by City Council on September 20, 2010, through Resolution No. 2010-123. If you have any questions regarding this matter, please call Mr. Carlos Fandino, at (323) 583- 8811 ext. 573. Very ruly yours, WILLARD G. W City Clerk WY:dj Enclosure c: Carlos Fandino Purchasing Department Resolution Nos. 2010-123, 10,124 Agreement No. 10-063 Exchtsivefy Industriaf AMENDMENT NO.2 TO SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND C112M HILL, INC. FOR SITING AND PERMITTING SUPPORT This Amendment No. 2 ("Amendment No. 2") to that certain Services Agreement, entered into as of January 4, 2010, as amended, is made as of September 20 , 2010 ("Effective Date"), by and between the City of Vernon, a California charter city and municipal corporation ("City") and CH2M Hill Inc., a Florida corporation ("Contractor"), which may be referred to individually as "Party" and collectively as "Parties." WHEREAS, City and Contractor are parties to the Agreement, entered into as of January 4, 2010, and amended by Amendment No. 1, entered into on February 28, 2010, under which Contractor provides the City with certain environmental consulting services ("Amended Agreement"); and WHEREAS, Section 17 of the Amended Agreement permits the Parties to modify the Agreement by written amendment signed by both parties; and WHEREAS, the City and Contractor desire to amend certain provisions of the Amended Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows: 1. The term "Consideration" as defined on the Cover Page of the Agreement is hereby amended in its entirety to read as follows: "Total not to exceed $219,470 (includes all applicable sales tax) as more particularly described in Exhibit B." 2. Exhibit A of the Agreement is hereby amended to add the following responsibilities and tasks to the Contractor's Scope of Services: "Activitygoing Permittingand Agency Coordination E. Deliverables 7. Agency coordination materials including application packages, and responses to agency requests. Activity 2: Project Management and Transactional Support A. The activity covers project management and transactional support through December 2010.... 12720-0007\1276076vl.doc 6. Transactional support, including calls with potential developers, communication with Barclays and Latham & Watkins, preparation of array maps and other maps as requested by Latham & Watkins and/or the City. C. Deliverables:... 4. Preparation of monthly status reports to accompany invoices, to include work performed, upcoming challenges, and financial forecasts. Activity 3: On -Call Support and Permit Application Filings A. This activity provides a budget for miscellaneous activities related to supporting the development of the Vernon Renewable Energy Land, including, but not limited to: 1. Payment of Kern County and BLM application package filing fees." 3. The table entitled "Estimated Time and Materials Budget" in Exhibit B is hereby amended to read as follows: Expense Activity Description Est. Labor Labor Budget Total No. Hours Budget (incl. Mark Requested U I Permitting and Agency 929 $124,696 $54,797 $179,493 Coordination Ongoing Project 2 Management and 235 $31,750 $2,227 $33,977 Transactional Support On -Call Support and 3 Permit Application 0 $0 $6,000 $6,000 Filings Totals 1,164 1 $156,446 $63,024 $219,470 4. The term "Notice Information — City" as defined on the Cover Page of the Agreement is hereby amended in its entirety to read as follows: "City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino, Jr. Interim Director of Light & Power Telephone: (213) 583-8811 Facsimile: (213) 826-1408" 2 12720-0007\1276076v1.doc 5. Effect of Amendment. Except as expressly modified by this Amendment No. 2, the parties acknowledge and agree that the Amended Agreement is in full force and effect in accordance with its terms. In the event of conflict between the terms and conditions of the Amended Agreement and the terms and conditions of this Amendment No. 2, the terms and conditions of this Amendment No. 2 shall prevail and control. 6. Entire Agreement. The Amended Agreement, together with this Amendment No. 2, embodies the entire integrated agreement and understanding between City and CH2M Hill with respect to its subject matter and supersedes any prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral (the "Amended Agreement"). No waiver, alteration, or modification of any of the provisions of the Amended Agreement shall be binding unless in writing and signed by City and CH2M Hill. 7. Counterparts; Facsimile/Email Signatures; Duplicate Originals. This Amendment No. 2 may be executed in any number of counterparts, each of which shall be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment No. 2 by facsimile or email shall be equally effective as delivery of a manually executed counterpart of this Amendment No. 2. This Amendment No. 2 may also be executed in duplicate originals, each of which is deemed to be an original for all purposes. 8.1 Headings. Headings used in this Amendment No. 2 are for convenience and ease of reference only and shall not affect the interpretation of the Amendment No. 2. 9. Authority to Sign. The person or persons executing this Amendment No. 2 on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment No. 2 on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder. [Signatures Begin on Next Page] 12720-0007\1276076v1.doc IN WITNESS WHEREOF, the parties have signed this Amendment No. 2 as of the Effective Date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation HILARIO GONZALES Mayor ATTEST: APPRO ED A TO FORM: C S. WIENER, ity Attorney CH2M Hill, Inc., a Florida corporation By. NameA4P'K • plc/c ISeR_ Title: V ice Peesi a%✓�� Iry a�� s R� p By: Name: Title: .19 12720-0007\1276076v1.doe RECEIVED SEP 0 8 2010 STAFF REPORT CITY CLERK'S OFFICE LIGHT & POWER DATE: September 08, 2010 TO: Honorable Mayor and City Council' FROM: Carlos Fandino Jr., Interim Director of Light & Power RE: Amendment No. 2 to Services Agreement for Professional and Technical Services between the City of Vernon and CH2M HILL, Inc. The Department of Light & Power has engaged CH2M HILL, Inc. ("CH2M HILL") to provide continued siting and agency coordination/permitting, land transaction and project management support for the City of Vernon's Renewable Energy Program for the remaining 18,000 acres in the Kelso Valley, Kern County. The City Council previously approved a Services Agreement with CH2M HILL ("Agreement") by adopting Resolution No. 10,124 at the City Council meeting dated December 21, 2009. The Agreement was executed on January 4, 2010. The Agreement was intended to cover services provided to the City with a total cost not - to -exceed $125,000. The Department of Light &Power would like to amend the Scope of Work to allow CH2M HILL to continue to provide on -going services to coordinate with Kern County and the Bureau of Land Management (BLM). In addition, CH2M HILL will continue to provide transactional support to Barclays Bank and Latham & Watkins, supplying the City and these entities with maps, graphics, and advice on printed promotional materials related to the asset transaction. The expected additional cost of these services is $ 94,470, bringing the expected total for 2010 to $219,470. Recommendation: We recommend that the City Council approve the attached Amendment No. 2 to the Services Agreement with CH2M HILL, Inc. at the next Council meeting which is Monday, September 20, 2010. Fiscal Impact: It is anticipated that the total cost of CH2M HILL's consulting services for 2010 will not exceed $219,470.00. DO:jv Attachments Resolution No.10,124 INTEROFFICE MEMORANDUM Light & Power Department DATE: September 8, 2010 TO: Carlos Fandino Jr. Interim Director of Light and Power FROM: Javier Valdezy Senior Business & Accounts SUBJECT: Amendment No. 2 to Service Agreement for Professional and Technical Services between the City of Vernon and CH2M HILL, Inc. The Department of Light & Power has engaged CH2M HILL, Inc. ("CH2M HILL") to provide continued siting and agency coordination/permitting, land transaction and project management support for the City of Vernon's Renewable Energy Program for the remaining 18,000 acres in the Kelso Valley, Kern County. The City Council previously approved a Services Agreement with CH2M HILL ("Agreement") by adopting Resolution No. 10,124 at the City Council meeting dated December 21, 2009. The Agreement was executed on January 4, 2010. The Agreement was intended to cover services provided to the City with a total cost not - to -exceed $125,000. The Department. of Light & Power would like to amend the Scope of Work to allow CH2M HILL to continue to provide on -going services to coordinate with Kern County and the Bureau of Land Management (BLM). In addition, CH2M HILL will continue to provide transactional support to Barclays Bank and Latham & Watkins, supplying the City and these entities with maps, graphics, and advice on printed promotional materials related to the asset transaction. The expected additional cost of these services is $ 94,470, bringing he expected total for 2010 to $219,470. Recommendation: We recommend that the City Council approve the attached Amendment No. 2 to the Services Agreement with CH2M HILL, Inc. at the next Council meeting which is Monday, September 20, 2010. DOC: jv c: Document Control Project Control Resolution No. 10,124 CITY ATTORNEY'S OFFICE MEMORANDUM TO: Javier Valdez, Senior Business & Accounts Manager Department of Light & Power CC: Laurence S. Wiener, City Attorney FROM: Diana Varat, Assistant City Attorney DATE: September 8, 2010 SUBJECT: Amendment No. 2 to Services Agreement with CH2M Hill, Inc. — Approved as to Form The City Attorney's Office has reviewed Amendment No. 2 to the Services Agreement between the City of Vernon and CH2M Hill, Inc. for environmental consulting services, and has approved it as to form. 12720-0007\1277853v1.doc AMENDMENT NO.2 TO SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND C112M HILL, INC. FOR SITING AND PERMITTING . SUPPORT This Amendment No. 2 ("Amendment No. 2") to that certain Services Agreement, entered into as of January 4, 2010, as amended, is made as of 12010 ("Effective Date"), by and between the City of Vernon, a California charter city and municipal corporation ("City") and CH2M Hill Inc., a Florida corporation ("Contractor"), which may be referred to individually as "Party" and collectively as "Parties." WHEREAS, City and Contractor are parties to the Agreement, entered into as of January 4, 2010, and amended by Amendment No. 1, entered into on February 28, 2010, under which Contractor provides the City with certain environmental consulting services ("Amended Agreement"); and WHEREAS, Section 17 of the Amended Agreement permits the Parties to modify the Agreement by written amendment signed by both parties; and WHEREAS, the City and Contractor desire to amend certain provisions of the Amended Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows: 1. The term "Consideration" as defined on the Cover Page of the Agreement is hereby amended in its entirety to read as follows: "Total not to exceed $219,470 (includes all applicable sales tax) as more particularly described in Exhibit B." 2. Exhibit A of the Agreement is hereby amended to add the following responsibilities and tasks to the Contractor's Scope of Services: "Activity 1: Ongoing Permitting and Agency Coordination E. Deliverables 7. Agency coordination materials including application packages, and responses to agency requests. Activity 2: Project Management and Transactional Support A. The activity covers project management and transactional support through December 2010.... 12720-0007\1276076v Ldoc 6. Transactional support, including calls with potential developers, communication with Barclays and Latham & Watkins, preparation of array maps and other maps as requested by Latham & Watkins and/or the City. C. Deliverables:... 4. Preparation of monthly status reports to accompany invoices, to include work performed, upcoming challenges, and financial forecasts. Activity 3: On -Call Support and Permit Application Filings A. This activity provides a budget for miscellaneous activities related to supporting the development of the Vernon Renewable Energy Land, including, but not limited to: 1. Payment of Kern County and BLM application package filing fees." 3. The table entitled "Estimated Time and Materials Budget" in Exhibit B is hereby amended to read as follows: Expense Activity Description Est. Labor Labor Budget Total No. Hours Budget (incl. Mark Requested U 1 Permitting and Agency 929 $124,696 $54,797 $179,493 Coordination Ongoing Project 2 Management and 235 $31,750 $2,227 $33,977 Transactional Support On -Call Support and 3 Permit Application 0 $0 $6,000 $6,000 Filings Totals 1 1 1,164 1 $156,446 1 $63,024 1 $219,470 4. The term "Notice Information — City" as defined on the Cover Page of the Agreement is hereby amended in its entirety to read as follows: "City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino, Jr. Interim Director of Light & Power Telephone: (213) 583-8811 Facsimile: (213) 826-1408" 2 12720-0007\1276076v1.doc 5. Effect of Amendment. Except as expressly modified by this Amendment No. 2, the parties acknowledge and agree that the Amended Agreement is in full force and effect in accordance with its terms. In the event of conflict between the terms and conditions of the Amended Agreement and the terms and conditions of this Amendment No. 2, the terms and conditions of this Amendment No. 2 shall prevail and control. 6. Entire Agreement. The Amended Agreement, together with this Amendment No. 2, embodies the entire integrated agreement and understanding between City and CH2M Hill with respect to its subject matter and supersedes any prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral (the "Amended Agreement"). No waiver, alteration, or modification of any of the provisions of the Amended Agreement shall be binding unless in writing and signed by City and CH2M Hill. 7. Counterparts; Facsimile/Email Signatures; Duplicate Originals. This Amendment No. 2 may be executed in any number of counterparts, each of which shall be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment No. 2 by facsimile or email shall be equally effective as delivery of a manually executed counterpart of this Amendment No. 2. This Amendment No. 2 may also be executed in duplicate originals, each of which is deemed to be an original for all purposes. 8. Headings. Headings used in this Amendment No. 2 are for convenience and ease of reference only and shall not affect the interpretation of the Amendment No. 2. 9. Authority to Sign. The person or persons executing this Amendment No. 2 on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment No. 2 on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder. [Signatures Begin on Next Page] 3 12720-0007\1276076v1.doc IN WITNESS WHEREOF, the parties have signed this Amendment No. 2 as of the Effective Date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation HILARIO GONZALES Mayor ATTEST: CH2M Hill, Inc., a Florida corporation By: Name: 9 ? 14R k ®. �j� / c Ike le — Title: 9- -0140/0 -femS By: Name: WILLARD G. YAMAGUCHI, City Clerk Title: APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney 4 12720-0007\1276076v1.doc