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Resolution No. 2010-134RESOLUTION NO. 2010-134 A RESOLUTION.OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AMENDMENT NO. 1 TO THE CONSULTING SERVICES AGREEMENT FOR ENERGY RELATED SERVICES BY AND BETWEEN THE CITY OF VERNON AND INTERSTATE GAS SERVICES, INC. WHEREAS, on August 17, 2009, the City Council of the City of Vernon adopted Resolution No. 10,041 approving a consulting services agreement (the "Agreement") with Interstate Gas Services, Inc. ("IGS") for energy -related services; and WHEREAS, the City desires to continue using the services of a consultant to assist the City with natural gas operations for all aspects of management of the natural gas enterprise, including gas procurement, gas imbalance management, contract administration, bond financed prepay gas, budgeting, rate setting, tariff revisions, marketing customer contact support and oversight of DOT safety compliance (the "Services"),:but under revised terms and conditions, as stated in Amendment No. 1" to the Agreement; and WHEREAS, by memorandum dated August 23, 2010, the Interim Director of Light & Power has recommended that;the City Council of the City of Vernon approve the execution of Amendment No. 1 to the Agreement; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsections (b)(1) and (7) of Section 2.27 of the Vernon City Code, it is in.the public interest and necessity to approve Amendment No. 1 to the Agreement with IGS to provide energy -related services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves Amendment No. 1 to the Agreement ("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 said 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 actions are 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 a,fully executed Amendment to IGS. 7 / / 2 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 4th-day of October, 2010. ATTEST: Wil Name: Hilario Gonzales Title: Mayor _3_ 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. 2010-134, 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, October 4, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this :5 day of October, 2010, at Vernon, California. (SEAL) c Willard G. uchU, City Clerk 4 AMENDMENT NO.1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND INTERSTATE GAS SERVICES, INC. This Amendment No. 1 ("Amendment") to that certain Consulting Services Agreement, entered into as of August 24, 2009 ("Agreement"), is made as of October 4 2010 ("Effective Date"), by and between the City of Vernon, a California chatter city and municipal corporation ("City" or "Vernon") and Interstate Gas Services, Inc., a California corporation WHEREAS, City and IGS are parties to the Agreement, entered into as of August 24, 2009, under which IGS provides consulting services related to natural gas operations management, primarily performed by Mr. Dan Bergmann ("Agreement"); and WHEREAS, City and IGS desire to amend certain provisions of the 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: Section II ("Fees") of the Agreement is hereby amended in its entirety to read: "City agrees to compensate IGS, and IGS agrees to accept in full satisfaction for the Services required by the Agreement, the hourly rate and expense reimbursement set.forth in this section. The hourly rate and expenses referenced herein shall constitute reimbursement of IGS' fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including without limitation, all labor, materials, delivery, and tax, as applicable). The amount paid to IGS shall not exceed $140,000 per fiscal year, except as authorized in writing by the City Administrator. City shall compensate IGS $200.00 per hour for each hour performed by Mr. Bergmann up to 24 hours in a month. City shall compensate IGS $150.00 per hour for every hour performed by Mr. Bergmann in excess of 24 hours per calendar month. City shall compensate IGS for Mr. Bergmann's travel time at -a-rate of $75.00 per hour of work -related travel time, including round-trip travel time from the IGS offices in Walnut Creek, California, to Vernon, . California. City shall reimburse IGS for all reasonable Vernon -related travel expenses, such as airport parking, airfare, rental car expenses, hotel, and meals. Personal car mileage shall be reimbursed at the -appropriate IRS -approved rate. Any expenses incurred by IGS that are not expressly authorized by this Agreement will not be reimbursed by City." 2. Section Ili ("Tenn and Time of Performance") of the Agreement is hereby amended in its entirety to read: Error! Unknown document property name. "Term and Time of Performance. This Agreement shall commence on July 1, 2010 and shall continue in effect until terminated by either party as set forth herein. This Agreement may be terminated by either party at any time, for any reason or for no reason, with or without cause. Each party shall give thirty (30) days written notice of termination to the other party prior to terminating this Agreement." 3. Effect of Amendment. Except as expressly modified by this Amendment, the parties acknowledge and agree that the Agreement is in full force and effect in accordance with its terms. In the event of conflict between the terms and conditions of the Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control. 4. Entire Agreement. The Agreement, together with this Amendment, embodies the entire integrated agreement and understanding between City and IGS 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 IGS. 5. Counterparts• Facsimile/Email Signatures,• Duplicate Originals. This Amendment 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 by facsimile or email shall be equally effective as delivery of a manually executed counterpart of this Amendment. This Amendment may also be executed in duplicate originals, each of which is deemed to be an original for all purposes. 6. Headings. Headings used in this Amendment are for convenience and ease of reference only and shall not affect the interpretation of the Amendment. 7. Authority to Sign. The person or persons executing this Amendment on behalf of each of the parties wmrants and represents that he or she has the authority to execute this Amendment 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] 2 Error! Unknown document property name. IN WITNESS WHEREOF, the parties have signed this Amendment 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: INTERSTATE GAS SERVICES, INC., a California corporation By: 04",- Name:*�L Title:--!D By: Nance: WILLARD G. YAMAGUCHI, City Clerk Title: APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney 3 Error! Unknown document property name. F s r OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 October 5, 2010 Dan Bergmann, President Interstate Gas Services, Inc. 1204 Alpine Road, Suite 2 Walnut Creek, CA 94596 Re: Consulting Services Agreement Amendment No. 1 Dear Mr. Bergmann: Transmitted herewith is a fully executed amendment as referenced above, approved by City Council on October 4, 2010, through Resolution No. 2010-134. If you have any questions regarding this matter, please call Carlos Fandino, at (323) 583-8811 ext. 573. Z ly yours, Very WIL RD GYAMHI City Clerk WGY:dj Encolsure c: Carlos Fandino Purchasing Department Resolution No. 2010-134 Agreement File No. 10-072 E Cchtsivefy Industrial AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND INTERSTATE GAS SERVICES, INC. This Amendment No. 1 ("Amendment") to that certain Consulting Services Agreement, entered into as of August 24, 2009 ("Agreement"), is made as of October 4 , 2010 ("Effective Date"), by and between the City of Vernon, a California charter city and municipal corporation ("City" or "Vernon") and Interstate Gas Services, Inc., a California corporation ("IGS"). WHEREAS, City and IGS are parties to the Agreement, entered into as of August 24, 2009, under which IGS provides consulting services related to natural gas operations management, primarily performed by Mr. Dan Bergmann ("Agreement"); and WHEREAS, City and IGS desire to amend certain provisions of the 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: Section II ("Fees") of the Agreement is hereby amended in its entirety to read: "City agrees to compensate IGS, and IGS agrees to accept in full satisfaction for the Services required by the Agreement, the hourly rate and expense reimbursement set forth in this section. The hourly rate and expenses referenced herein shall constitute reimbursement of IGS' fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including without limitation, all labor, materials, delivery, and tax, as applicable). The amount paid to IGS shall not exceed $140,000 per fiscal year, except as authorized in writing by the City Administrator. City shall compensate IGS $200.00 per hour for each hour performed by Mr. Bergmann up to 24 hours in a month. City shall compensate IGS $150.00 per hour for every hour performed by Mr. Bergmann in excess of 24 hours per calendar month. City shall compensate IGS for Mr. Bergmann's travel time at a rate of $75.00 per hour of work -related travel time, ,including round-trip travel time from the IGS offices in Walnut Creek, California, to Vernon, California. City shall reimburse IGS for all reasonable Vernon -related travel expenses, such as airport parking, airfare, rental car expenses, hotel, and meals. Personal car mileage shall be reimbursed at the appropriate IRS -approved rate. Any expenses incurred by IGS that are not expressly authorized by this Agreement will not be reimbursed by City." 2. Section III ("Term and Time of Performance") of the Agreement is hereby amended in its entirety to read: Error! Unknown document property name. "Term and Time of Performance. This Agreement shall commence on July 1, 2010 and shall continue in effect until terminated by either party as set forth herein. This Agreement may be terminated by either party at any time, for any reason or for no reason, with or without cause. Each party shall give thirty (30) days written notice of termination to the other party prior to terminating this Agreement." 3. Effect of Amendment. Except as expressly modified by this Amendment, the parties acknowledge and agree that the Agreement is in full force and effect in accordance with its terms. In the event of conflict between the terms and conditions of the Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control. 4. Entire Agreement. The Agreement, together with this Amendment, embodies the entire integrated agreement and understanding between City and IGS 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 IGS. 5. Counterparts; Facsimile/Email Signatures; Duplicate Originals. This Amendment 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 by facsimile or email shall be equally effective as delivery of a manually executed counterpart of this Amendment. This Amendment may also be executed in duplicate originals, each of which is deemed to be an original for all purposes. 6. Headings. Headings used in this Amendment are for convenience and ease of reference only and shall not affect the interpretation of the Amendment. 7. Authority to Sign. The person or persons executing this Amendment on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment 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] 2 Error! Unknown document property name. IN WITNESS WHEREOF, the parties have signed this Amendment as of the Effective Date stated in the introductory clause. CITY OF VERNON, a California charter City and California municipal corporation By: �%- HILARIO GONZA ES Mayor APPROVED TO FO LAURENCE S. WIENER, City Attorney INTERSTATE GAS SERVICES, INC., a California corporation By: Name: Title: By: Name: Title: Error! Unknown document property name. 3 RECEIVE® AUG 242010 STAFF REPORT CITY CLERK'S OFFICE LIGHT & POWER DATE: August23, 2010,��-/0 TO: Honorable Mayor and City Council FROM: Carlos Fandino Jr., Interim Director of Light & Power © jc-C4l�-� �(c� RE: Interstate Gas Services Inc., Amendment No.1 to Agreement The Department of Light & Power has engaged Interstate Gas Services, Inc. ("IGS") to provide continued consulting services relating to natural gas operations on an as - needed basis for all aspects of managements of the natural gas enterprise, including gas procurement, gas imbalance management, contract administration, bond financed prepay gas, budgeting, rate setting, tariff revisions, marketing, customer contact support, and oversight of DOT safety compliance. The City Council previously approved a Service Agreement with IGS ("Agreement") by adopting Resolution No. 10,041 at the City Council meeting dated August 17, 2009. The Department of Light & Power would like to amend the following sections to the Agreement: Section 11 (Fees) in its entirety. See attached Amendment No. 1 for details. Section III (Term and Time of Performance) in its entirety. See attached Amendment No. 1 for details. Recommendation: I am recommending the City Council approve the attached Amendment No.1 to the Service Agreement with Interstate Gas Services, Inc. at the next Council meeting which is Monday September 20, 2010. Fiscal Impact: There will be no fiscal impact. DO:jv Attachment Ah INTEROFFICE MEMORANDUM Light & Power Department DATE: August 23, 2010 TO: Carlos Fandino Jr. �1c� Interim Director of Light and Power FROM: Javier Valdez Senior Business & Accounts SUBJECT: Interstate Gas Services; Inc., Amendment -No. I to Agreement The Department of Light & Power has engaged Interstate Gas Services, Inc. ("IGS") to provide continued consulting services relating to natural gas operations on an as -needed basis for all aspects of managements of the natural gas enterprise, including gas procurement, gas imbalance management, contract administration, bond financed prepay gas, budgeting, rate setting, tariff revisions, marketing, customer contact support, and oversight of DOT safety compliance. The City Council previously approved a Service Agreement with IGS ("Agreement") by adopting Resolution No. 10,041 at the City Council meeting dated August 17, 2009. The Department of Light & Power would like to amend the following sections to the Agreement: Section II (Fees) in its entirety. See attached Amendment No. 1 for details. Section III (Term and Time of Performance) in its entirety. See attached Amendment No. 1 for details. Recommendation: I am recommending the City Council approve the attached Amendment No.1 to the Service Agreement with Interstate Gas Services, Inc. at the next Council meeting which is Monday September 20, 2010. DOC:jv c: Document Control Project Control CITY ATTORNEY'S OFFICE MEMORANDUM TO: Javier Valdez, Senior Business & Accounts FROM: Diana Varat, Assistant City Attorney CC: Laurence S. Wiener, City Attorney DATE: August 23, 2010 SUBJECT: Amendment No. 1 to the Agreement with Interstate Gas Services, Inc. The City Attorney's Office has reviewed Amendment No. 1 to the Consulting Services Agreement with Interstate Gas Services, Inc. for the services of Dan Bergmann, and has approved it as to form. 12720-0007\1254959v1.doc Page 1 of 2 Juarez, Debbie From: Dan Bergmann [dan@igservice.com] Sent: Thursday, October 28, 2010 12:47 PM To: Juarez, Debbie Subject: RE: Agreement That's fine. I will be in town next week. Why was it returned? My address: 1700 N_Broadway, Suite 430 Walnut Creek, CA 94596 From: Juarez, Debbie[mailto:DJuarez@ci.vernon.ea.us] Sent: Thursday, October 28, 2010 12:43 PM To: Bergmann, Dan Cc: Hunter, Audra Subject: Agreement Hi Dan. Your agreement was returned to me by the Post Office. You can pick it up from Audra Ext. 570, the next time that you are in city hall. Thank you and have a great day. Deborah Juarez Records Management Assistant City of Vernon City Clerk's Office 4305 Santa Fe Avenue Vernon, CA 90058 10/28/2010