Resolution No. 2011-046RESOLUTION NO. 2011-46
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
A CONSULTING SERVICES AGREEMENT WITH V-BAR, LLC
FOR METEOROLOGICAL SERVICES
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 desires to obtain the services of a
qualified consultant to provide meteorological studies to collect wind
turbulence and shear data in connection with the Kern County wind
energy project in the Tehachapi area (the "Services)"; and
WHEREAS, the Director of Light & Power has determined that
V-Bar, LLC ("V-Bar") is qualified and capable of providing the
Services; and
WHEREAS, by memo dated March 24, 2011, the Director of Light
& Power recommends the City enter into a consulting services agreement
with V-Bar setting forth the terms and conditions under which V-Bar
will perform the Work (the "Agreement"); 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 V-Bar 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 Agreement with V-Bar (the "Agreement"), in substantially
the same form 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 Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 4: The City Council of the City 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 Agreement to V-Bar.
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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 5th day of April, 2011.
Name: Hilar—�io� Gonzales
Title: Mayor / Mayor Pro-
- - 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. 2011-46, 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 Tuesday, April 5, 2011, and thereafter was duly signed by the
Mayor or Mayor Pro-Te of the City of Vernon.
Executed this day of April, 2011, at Vernon, California.
(SEAL)
I
NOW
EXHIBIT
A
CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND V-BAR,
LLC, FOR METEOROLOGICAL DATA COLLECTION SERVICES
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period:
COVER PAGE
V-Bar, LLC
Richard L. Simon, Principal
V-Bar, LLC
400 E. Capital Park Ave. #404
Salt Lake City, Utah 84103
Attention: Richard L. Simon
Phone: 1-801-712-6107
Facsimile: 1-801-906-0119
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Carlos Fandino Jr.,
Director of Light & Power
Telephone: (323) 583-8811 ext. 573
Facsimile: (323) 826-1408
February 1, 2011
As described in Section 1
As described in Exhibit B
3 Years
CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND V-BAR,
LLC, FOR METEOROLOGICAL SERVICES
THIS AGREEMENT is made and entered into as of , 2011
("Effective Date"), by and between the City of Vernon, a California charter City and California
municipal corporation ("City"), and V-Bar, LLC ("Contractor"). City and Contractor are
collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain labor negotiation 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.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page and will continue in effect until termination by either party as set forth below.
Any services performed prior to the Effective Date listed above, but on or after the
Commencement Date, shall for all purposes be deemed to have been performed pursuant to
this Agreement, subject to the terms and conditions hereof.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
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 exercisedbymembers of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the 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 City Council
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members, officers, officials, employees, agents or volunteers shall not be liable at law or in
equity occasioned by failure of Contractor to comply with this section.
(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.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the Services required by this Agreement, the hourly rate and expense
reimbursement set forth in Exhibit B ("Hourly Rate and Expenses"). The Hourly Rate and
Expenses shall constitute reimbursement of Contractor's 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, tax, assembly, and installation, as
applicable).
(b) Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. 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 the month for which the Services were provided, the dates of
such services, and a description of the Services provided for that billing period. Each invoice
shall include copies of timesheets, if any, and other supporting documents as City may require.
(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 Services 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.
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.
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
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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 City Council members, 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.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause. Contractor shall give thirty (30) days written notice of termination
to City prior to terminating this Agreement. City may terminate this Agreement with no notice.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for Services performed up to
the time of termination on an -hourly basis for Services rendered 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, as defined in Section 11 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall 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.
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Section 10. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that is owed to Contractor for the performance of the Services that
have been requested pursuant to this Agreement. In no event shall City be liable for anticipated
profits or for incidental, consequential or punitive damages. City shall not be liable for penalties,
of any description.
Section 11. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, privileged
communications, trade secrets, financial statements, floor plans, designs, maps, surveys,
drawings, models, reports, correspondence, logs, documents, materials or other information
developed or created by Contractor, received by Contractor, revealed to Contractor, or provided
to Contractor for the performance of this Agreement are deemed confidential and shall not be
disclosed by Contractor to any third party without City's prior written consent ("Confidential
Information"). 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;
ii. 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) Contractor acknowledges that City's attorney may be advising City on
matters relating to the Services performed pursuant to this Agreement and such privileged
communications may be disclosed to Contractor to accomplish the purpose for which the City's
attorney was consulted. Contractor agrees that, even though such privileged communications
may be disclosed to Contractor, the City continues to be the holder of the privilege. Contractor
agrees to treat such privileged communications as Confidential Information under this
Agreement and to claim the privilege and refuse to disclose such communications until notified
in writing by the City that the right to claim the privilege has been revoked.
(d) The provisions of this section shall survive the termination of this
Agreement.
Section 12. 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
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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 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its City Council members, officers, officials, employees, agents, and volunteers
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, excepting only liability arising out of the sole negligence or
willful misconduct of City, its City Council members, officers, officials, employees, agents, or
volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 14. 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 or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) 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 Excess Laibility Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit.
Each Excess Liability Insurance policy shall provide policy coverage and terms at least as broad
as those required of the primary insuarance and shall provide that such Excess Liability
Insurance policy will drop down and assume the underlying insurer's obligations and provide
coverage in the event the underlying insurer becomes insolvent.
(e) 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), to protect City
from any losses sustained through any errors or omissions committed by Contractor or
Contractor's officers, employees or agents in performing Serivices required by this Agreement.
Further, if the policy is on other than an occurrence basis, Contractor shall maintain in full force
and effect such insurance for one year after performance of work under this Agreement is
completed.
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance` coverage that meets all of the requirements of this Agreement.
(g) 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.
(h) 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.
(i) 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, along with. a copy of the policy declarations page for each policy,
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy.
0) All of the policies of insurance required by this Agreement shall contain
(1) an endorsement naming the City, its City Council members, officers, officials, employees,
agents, and volunteers as additional insureds; provided, however, an endorsement naming the
City as an additional insured is not required for the Professional Liability Insurance policy, (2) an
endorsement'specifically stating that the coverage contained in the policies affords insurance
pursuant to the terms and conditions as set forth in this Agreement.
(k) The insurance provided by Contractor shall be primary -to any coverage_
available to City, and any insurance or self-insurance maintained by City, its City Council
members, officers, officials, 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, its City Council members, officers, officials, employees, agents, -and
volunteers.
(1) 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 15. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
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without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. The arbitrator shall be a retired
judge. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration
Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators
shall provide written reasons for their decision. The arbitration decision shall be final and
binding on the Parties. Judgment on the award may be entered in any court having jurisdiction
pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional
remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The
exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California,
Los Angeles County.
Section 17. 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 18. Governing Law. 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.
Section 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior,or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified by a writing signed by both Parties.
Section 20. 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 21. Force Majeure. 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.
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Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Contractor,"
as appropriate, or at such other address as may be furnished by either party to the other in
writing. Mailed notices will be deemed communicated as of the day of receipt.
Section 24. 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 25. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 26. 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 27. 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 28. 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].
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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 and V-Bar, LLC, a Utah Company
California municipal corporation
By: V C, so."'i L g=M::::
By:
HILARIO GONZALES Name: R i c-k et rJ
Mayor
Title: M e.rn be r
ATTEST:
By:
By: Name:
WILLARD G. YAMAGUCHI, City Clerk
Title:
APPROVED AS TO FORM:
By:
WILLARD G. YAMAGUCHI, Interim
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
Scope of Services to be performed by Contractor
A. Contractor shall perform proposed task; including but not limited to, the following:
Task 1: Support for new meteorological equipment procurement support and
installation. This includes getting new quotes from NRG Systems for seven 60-m and three
34-m meteorological towers and associated wind monitoring equipment, helping the City create
a purchase order, then helping coordinate the installations of these towers with the tower
installation crew(s), setting up the protocols for receiving data via internet data files, and
confirming proper functioning of the new met towers upon installation. Estimated cost $3000,
assuming no site visit to meet with installation crews.
Task 2: Choose two new 60-m meteorological tower locations. We will select two
candidate locations for 60-m meteorological towers beyond those already permitted for
development. One will be in the far north -central part of the City Retained Land Project, the
other in the southern area. Estimated cost $1000, including coordination with CH2M Hill for
permitting, with a possible site visit under Task 5.
Task 3: Processing past City Retained Land Project wind records through March 2011.
The City is currently collecting wind information from met tower R-4 and two sodar units. These
data started in August and September2010. We estimate a cost of $1000 per month to process
and report these data, or a total cost of $7,000 for seven months through March 2011.
Task 4: Processing of data from old and new towers starting April 2011. Once all new
equipment is installed, there will be eight 60-m towers, three 30-m towers (the 34-m towers
being shortened to 30 m for military compliance), and two sodars in the monitoring network. We
would receive, edit, process and analyze these data and submit monthly reports providing
essential wind summary statistics (average winds, gusts, estimated long-term winds, wind
roses, turbulence, etc.). This task would start April 2011 and finish with the September 2012
data, which can be adjusted to a different start month if necessary. In all we would process 18
months of wind data under Task 4.
Estimated costs to provide these services are $2500/month for the met towers and $700/month
for the sodars. The total estimate of $3200/month is equivalent to $57,600 for 18 months.
Task 5: Site visits. To support the City, V-Bar would plan two site visits to the property. One
would be after the next round of meteorological towers is installed (spring 2011), at which time
we would check and certify the towers plus (if needed) select locations for the two new towers.
The second site visit would occur roughly fall 2012, in which we would reconfirm the towers and
sketch out details for prospective wind turbine arrays.
Estimated cost per trip is $7000, assuming roughly 3 days labor and $1000 in travel expenses.
Total cost estimate for Task 5 is thus $14,000.
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Task 6: Meeting in Los Angeles. Per our conversations, it was suggested that we plan for
one trip to Los Angeles to meet with City personnel and discuss the project. We would, of
course, only make such a trip if authorized. Estimated cost is $5000, assuming 2 days and
travel expenses.
Task,7: Formal wind energy resource assessment reports and prospective wind turbine
array plans. We propose to create formal reports after 6, 12 and 18 months of new data
collection, which would include draft turbine arrays (using a representative smaller and larger
turbine model, e.g., 1.6 and 3.0 MW) and energy projections for these arrays. Per conversation
with Peter Hervish, we would include non-BLM lands adjacent to City property. (We would also
review the current draft array plan and amend it in March 2011.) The 18-month report would be
fully inclusive and provide the City a document suitable for giving to prospective developers.
Estimated costs for Task 7 would be $1000 to review/amend the existing array plan in March
2011, $2000 each for the 6- and 12-month reports, and $6000 for the 18-month report (the latter
including the revised draft turbine array plans), or a total of $11,000.
Contingency Tasks: we believe the above tasks respond fully to the needs of the City as
known today. Often in these types of studies there are new requirements or needs that cannot
be anticipated at the start of work. We would recommend that a contingency budget of $20,000
be made available to cover (1) unanticipated work for the listed seven tasks above and (2)
additional assignments the City might authorize.
Assuming the permitted new meteorological towers are installed before the end of May 2011, all
work under this proposal would be completed by December 31, 2012.
Here is a recap of estimated costs:
Task
Description
Cost USD
1
New metequipment, installation support
3,000.
2
Select two new 60-m tower locations
1,000.
3
Process wind data through March 2011
7,000.
4
Process 18 months of new wind data
57,600.
5
Site visits to Project Gust
14,000.
6
Meeting in Los Angeles
5,000.
7
Formal reports and array plans
11,000.
Contingency
20,000.
Total
118,600.
12
EXHIBIT B
HOURLY RATE AND EXPENSES
Billing Rates. The following table presents the hourly billing rates that we propose to charge
Vernon.
Hourly Billing Rates
Persons
Year 2011
Year 2012
Richard Simon, Greg Poulos
USD 220/hour
USD 230/hour
David Matson, Allen Becker
USD 200/hour
USD 210/hour
Jeff Gawrych, Eron Jones, Matt Bullard, Pete
Stamus
USD 170/hour
USD 180/hour
13
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
April 6, 2011
Richard L. Simon
Principal
V-Bar, LLC
400 E. Capital Park Avenue, #404
Salt Lake City, Utah 84103
Re: Consulting Services Agreement — Meteorological Data Collection
Dear Mr. Simon:
Transmitted herewith is a fully executed agreement as referenced above, approved by City
Council on April 5, 2011, through Resolution No. 2011-46.
If you have any questions regarding this matter, please call Carlos Fandino, at (323) 583-8811
ext. 834.
Very ruly yours,
WILLARD G. YA UC
City Clerk
WGY:dj
Enclosure
c: Carlos Fandino
Purchasing Department
Resolution No. 2011-46
Agreement No. 11-037
EaCcfusivefy Industriaf
CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND V-BAR,
LLC, FOR METEOROLOGICAL DATA COLLECTION SERVICES
COVER PAGE
Contractor:
V-Bar, LLC
Responsible Principal of ,Contractor:
Richard L. Simon, Principal
Notice Information - Contractor:
V-Bar, LLC
400 E. Capital Park Ave. #404
Salt Lake City, Utah 84103
Attention: Richard L. Simon
Phone: 1-801-712-6107
Facsimile: 1-801-906-0119
Notice Information - City:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Carlos Fandino Jr.,
Director of Light & Power
Telephone: (323) 583-8811 ext. 573
Facsimile: (323) 826-1408
Commencement Date:
April 5, 2011
Termination Date:
As described in Section 1
Consideration:
As described in Exhibit B
Records Retention Period:
3 Years
CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND V-BAR,
LLC, FOR METEOROLOGICAL SERVICES
THIS AGREEMENT is made and entered into as of April 5, 2011 ("Effective Date"), by
and between the City of Vernon, a California charter City and California municipal corporation
("City"), and V-Bar, LLC ("Contractor"). City and Contractor are collectively referred to herein as
the "Parties."
RECITALS
A. City desires to have certain labor negotiation 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.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page and will continue in effect until termination by either party as set forth below.
Any services performed prior to the Effective Date listed above, but on or after the
Commencement Date, shall for all purposes be deemed to have been performed pursuant to
this Agreement, subject to the terms and conditions hereof.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
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 as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the 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 City Council
2
members, officers, officials, employees, agents or volunteers shall not be liable at law or in
equity occasioned by failure of Contractor to comply with this section.
(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.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the Services required by this Agreement, the hourly rate and expense
reimbursement set forth in Exhibit B ("Hourly Rate and Expenses"). The Hourly Rate and
Expenses shall constitute reimbursement of Contractor's 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, tax, assembly, and installation, as
applicable).
(b) Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit B. 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 the month for which the Services were provided, the dates of
such services, and a description of the Services provided for that billing period. Each invoice
shall include copies of timesheets, if any, and other supporting documents as City may require.
(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 Services 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.
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.
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
3
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 City Council members, 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.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 9. Termination.
(a) Termination Right. Either Party may, at any time, for any reason or for no
reason, with or without cause. Contractor shall give thirty (30) days written notice of termination
to City prior to terminating this Agreement. City may terminate this Agreement with no notice.
(b) Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for Services performed up to
the time of termination on an hourly basis for Services rendered 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, as defined in Section 11 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall 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.
4
Section 10. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that is owed to Contractor for the performance of the Services that
have been requested pursuant to this Agreement. In no event shall City be liable for anticipated
profits or for incidental, consequential or punitive damages. City shall not be liable for penalties
of any description.
Section 11. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, privileged
communications, trade secrets, financial statements, floor plans, designs, maps, surveys,
drawings, models, reports, correspondence, logs, documents, materials or other information
developed or created by Contractor, received by Contractor, revealed to Contractor, or provided
to Contractor for the performance of this Agreement are deemed confidential and shall not be
disclosed by Contractor to any third party without City's prior written consent ("Confidential
Information"). 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) Contractor acknowledges that City's attorney may be advising City on
matters relating to the Services performed pursuant to this Agreement and such privileged
communications may be disclosed to Contractor to accomplish the purpose for which the City's
attorney was consulted. Contractor agrees that, even though such privileged communications
may be disclosed to Contractor, the City continues to be the holder of the privilege. Contractor
agrees to treat such privileged communications as Confidential Information under this
Agreement and to claim the privilege and refuse to disclose such communications until notified
in writing by the City that the right to claim the privilege has been revoked.
(d) The provisions of this section shall survive the termination of this
Agreement.
Section 12. 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
5
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 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its City Council members, officers, officials, employees, agents, and volunteers
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, excepting only liability arising out of the sole negligence or
willful misconduct of City, its City Council members, officers, officials, employees, agents, or
volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 14. 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 or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) 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 Excess Laibility Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit.
Each Excess Liability Insurance policy shall provide policy coverage and terms at least as broad
as those required of the primary insuarance and shall provide that such Excess Liability
Insurance policy will drop down and assume the underlying insurer's obligations and provide
coverage in the event the underlying insurer becomes insolvent.
(e) 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
9
(errors and omissions) with minimum limits of One Million Dollars ($1,000,000), to protect City
from any losses sustained through any errors or omissions committed by Contractor or
Contractor's officers, employees or agents in performing Serivices required by this Agreement.
Further, if the policy is on other than an occurrence basis, Contractor shall maintain in full force
and effect such insurance for one year after performance of work under this Agreement is
completed.
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(g) 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.
(h) 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.
(i) 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, along with a copy of the policy declarations page for each policy,
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy.
0) All of the policies of insurance required by this Agreement shall contain
(1) an endorsement naming the City, its City Council members, officers, officials, employees,
agents, and volunteers as additional insureds; provided, however, an endorsement naming the
City as an additional insured is not required for the Professional Liability Insurance policy, (2) an
endorsement specifically stating that the coverage contained in the policies affords insurance
pursuant to the terms and conditions as set forth in this Agreement.
(k) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its City Council
members, officers, officials, 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, its City Council members, officers, officials, employees, agents, and
volunteers.
(1) 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 15. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
7
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. The arbitrator shall be a retired
judge. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration
Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators
shall provide written reasons for their decision. The arbitration decision shall be final and
binding on the Parties. Judgment on the award may be entered in any court having jurisdiction
pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional
remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The
exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California,
Los Angeles County.
Section 17. 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 18. Governing Law. 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.
Section 19. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified by a writing signed by both Parties.
Section 20. 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 21. 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 22. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 23. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Contractor,"
as appropriate, or at such other address as may be furnished by either party to the other in
writing. Mailed notices will be deemed communicated as of the day of receipt.
Section 24. 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 25. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 26. 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 27. 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 28. 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].
9
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 and
California municipal corporation
HILARIO GdNZAL S
Mayor
ATTEST:
APPROVED AS TO FORM:
By:
WILLARD 15. Y GU HI, erim
City Attorney
V-Bar, LLC, a Utah Company
Name: IRi,--kcir-d SiMDn
Title: M e-rn be r
By:
Name:
R
Title:
10
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Scope of Services to be performed by Contractor
A. Contractor shall perform proposed task, including but not limited to, the following:
Task 1: Support for new meteorological equipment procurement support and
installation. This includes getting new quotes from NRG Systems for seven 60-m and three
34-m meteorological towers and associated wind monitoring equipment, helping the City create
a purchase order, then helping coordinate the installations of these towers with the tower
installation crew(s), setting up the protocols for receiving data via internet data files, and
confirming proper functioning of the new met towers upon installation. Estimated cost $3000,
assuming no site visit to meet with installation crews.
Task 2: Choose two new 60-m meteorological tower locations. We will select two
candidate locations for 60-m meteorological towers beyond those already permitted for
development. One will be in the far north -central part of the City Retained Land Project, the
other in the southern area. Estimated cost $1000, including coordination with CH2M Hill for
permitting, with a possible site visit under Task 5.
Task 3: Processing past City Retained Land Project wind records through March 2011.
The City is currently collecting wind information from met tower R-4 and two sodar units. These
data started in August and September2010. We estimate a cost of $1000 per month to process
and report these data, or a total cost of $7,000 for seven months through March 2011.
Task 4: Processing of data from old and new towers starting April 2011. Once all new
equipment is installed, there will be eight 60-m towers, three 30-m towers (the 34-m towers
being shortened to 30 m for military compliance), and two sodars in the monitoring network. We
would receive, edit, process and analyze these data and submit monthly reports providing
essential wind summary statistics (average winds, gusts, estimated long-term winds, wind
roses, turbulence, etc.). This task would start April 2011 and finish with the September 2012
data, which can be adjusted to a different start month if necessary. In all we would process 18
months of wind data under Task 4.
Estimated costs to provide these services are $2500/month for the met towers and $700/month
for the sodars. The total estimate of $3200/month is equivalent to $57,600 for 18 months.
Task 5: Site visits. To support the City, V-Bar would plan two site visits to the property. One
would be after the next round of meteorological towers is installed (spring 2011), at which time
we would check and certify the towers plus (if needed) select locations for the two new towers.
The second site visit would occur roughly fall 2012, in which we would reconfirm the towers and
sketch out details for prospective wind turbine arrays.
Estimated cost per trip is $7000, assuming roughly 3 days labor and $1000 in travel expenses.
Total cost estimate for Task 5 is thus $14,000.
11
Task 6: Meeting in Los Angeles. Per our conversations, it was suggested that we plan for
one trip to Los Angeles to meet with City personnel and discuss the project. We would, of
course, only make such a trip if authorized. Estimated cost is $5000, assuming 2 days and
travel expenses.
Task 7: Formal wind energy resource assessment reports and prospective wind turbine
array plans. We propose to create formal reports after 6, 12 and 18 months of new data
collection, which would include draft turbine arrays (using a representative smaller and larger
turbine model, e.g., 1.6 and 3.0 MW) and energy projections for these arrays. Per conversation
with Peter Hervish, we would include non-BLM lands adjacent to City property. (We would also
review the current draft array plan and amend it in March 2011.) The 18-month report would be
fully inclusive and provide the City a document suitable for giving to prospective developers.
Estimated costs for Task 7 would be $1000 to review/amend the existing array plan in March
2011, $2000 each for the 6- and 12-month reports, and $6000 for the 18-month report (the latter
including the revised draft turbine array plans), or a total of $11,000.
Contingency Tasks: we believe the above tasks respond fully to the needs of the City as
known today. Often in these types of studies there are new requirements or needs that cannot
be anticipated at the start of work. We would recommend that a contingency budget of $20,000
be made available to cover (1) unanticipated work for the listed seven tasks above and (2)
additional assignments the City might authorize.
Assuming the permitted new meteorological towers are installed before the end of May 2011, all
work under this proposal would be completed by December 31, 2012.
Here is a recap of estimated costs:
Task
Description
Cost (USD
1
New metequipment, installation support
3,000.
2
Select two new 60-m tower locations
1,000.
3
Process wind data through March 2011
7,000.
4
Process 18 months of new wind data
57,600.
5
Site visits to Project Gust
14,000.
6
Meeting in Los Angeles
5,000.
7
Formal reports and array plans
11,000.
Contingency
20,000.
Total
118,600.
12
EXHIBIT B
EXHIBIT B
HOURLY RATE AND EXPENSES
Billing Rates. The following table presents the hourly billing rates that we propose to charge
Vernon.
Hourly Billina Rates
Persons
Year 2011
Year 2012
Richard Simon, Greg Poulos
USD 220/hour
USD 230/hour
David Matson, Allen Becker
USD 200/hour
USD 210/hour
Jeff Gawrych, Eron Jones, Matt Bullard, Pete
Stamus
USD 170/hour
USD 180/hour
13
RECEIVE®
R
EcEIVE® MAR 2 4 2011
MAR 2 4 2011 CITY ADMINISTRATION
CITY CLERK'S OFFICE STAFF REPORT
LIGHT & POWER
DATE: March 24, 2011
TO: Honorable Mayor and City Council
FROM: Carlos Fandino Jr., Director of Light & Power
RE: V-Bar, LLC Service Agreement
The Light & Power Department requires the services of a consultant to provide the City
with meteorological studies to collect wind turbulence and shear data for the
determination of the anticipated energy and; therefore, potential capacity and MW
output of the proposed wind turbines on the City property at Tehachapi. The data will be
collected by V-Bar from the new eight (8) .each NRG met towers plus the current
refurbished tower and the 2 SODAR units.
V-Bar, LLC is qualified and capable of furnishing the labor, materials and expertise
necessary to perform the services needed by the City. A professional services
agreement has .been prepared under which V-Bar, LLC will provide the services. The
services agreement has been approved as to form by the CityAttorney's office.
Recommendation:
I am recommending the City Council approve the attached Service Agreement with V
Bar, LLC at the next Council meeting which is Tuesday, April 5, 2011
Fiscal Impact
It is anticipated the cost of these consulting services will not exceed $118,600.
CF: jv
Attachment
C: Document Control
Alk
INTEROFFICE MEMORANDUM
Light & Power Department
DATE: March 24, 2011
TO: Carlos Fandino Jr.
Director of Light and Power
FROM Javier Valdez
Business & Accounts Supervisor
SUBJECT: V-Bar, LLC. Service Agreement
The Light & Power Department requires the services of a consultant to provide the City
with meteorological studies to collect wind turbulence and shear data for the
determination of the anticipated energy and; therefore, potential capacity and MW
output of the proposed wind turbines on the City property at Tehachapi. The data will be
collected by V-Bar from the new eight (8) each NRG met towers plus the current
refurbished tower and the 2 SODAR units.
V-Bar, LLC is qualified and capable of furnishing the labor, materials and expertise
necessary to perform the services needed by the City. A services agreement has been
prepared under which V-Bar, LLC will provide the services. The services agreement
has been approved as to form by the City Attorney's office.
Recommendation:
am recommending the City Council approve the attached Service Agreement with V
Bar, LLC at the next Council meeting which is Tuesday, April 5, 2011.
Fiscal Impact:
It is anticipated the cost of these consulting services will not exceed $118,600.
CF: jv
Attachment
C: Document Control
MAR 2 2 2011
LIGHT & POWER DEPT.
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: March 22, 2011
TO: Javier Valdez, Business & Accounts Supervisor
FROM: Willard G. Yamaguchi, Interim City Attorney
RE: V-Bar, LLC Services Agreement
I have received and reviewed your Memorandum dated March 1, 2011,
regarding and the attachments thereto. I have the following
suggested changes:
Cover Page - Please add: Records Retention Period - 3 years
Page 7, Insurance - Contractors minimum limit for Professional
Liability should be 2 million dollars.
Page 8, Section 16 - Arbitration and Venue clause should read:
Any dispute, claim or controversy arising out of or relating to
this Agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determination of
the scope or applicability of this Agreement to arbitrate, shall
be determined by arbitration in Los Ange:les;'t6 ifornia They
arbi"trator sha1L be a, 'retired judgy,. The arbitration shall bed
administered by JAMS pursuant to its Streamlined Arbitration Rules
and Procedures. All decisions of the arbitrator shall be in
writing, and the arbitrator shall provide written reasons for
their decision. The arbitration decision shall be final and
binding on the Parties. Judgment on the award.may be entered in
any court having jurisdiction pursuant to this Agreement. This
clause shall not preclude Parties from seeking provisional
remedies in aid of arbitration from a court having jurisdiction
pursuant to this Agreement. The exclusive jurisdiction and venue
under this Agreement shall be the Superior Court of California,
Los Angeles County.
Page 10, Signatures - The contractor should follow the attached
signature requirements when executing the
agreement.
Otherwise the Services Agreement is approved as to form.
WY:em
CONTRACT/AMENDMENT SIGNATURE ROUTING FORM
CONTRACTOR: V — Bt9e . LLC
CONTRACT PURPOSE: AM£�V/J C—j(/S,77NE, C,7A-1R1tC1— B/ X7��VDlil/Cj %£7F/tJ
Uit/DT-1d-�XG�EQ'1tA6-rLJA',r7
CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP
❑ COMPETITIVE BID & NOTICED INVITATION TO BID
❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED)
XSERVICES ❑ MATERIALS ❑ BUDGETED ❑ NOT BUDGETED
TOTAL CONTRACT VALUE: $ /38,640 Charge Acct. No(s) 0-5 . 9M, %M&d
Amendment Value $ 21� 0 -0 ❑ Contract is an Amendment to Contract No. if applicable)
RESPONSIBLE DEPARTMENT PERSON: l�� !�/�/2 V�9C%/�/��Z/ PHONE: ext. `025
AUTHORIZATION: %Approved by Council on
(Check One) Resolution No. (if applicable)
❑ Approved by City Administrator on
Note. Attach supporting documentation
❑Amendment Approved by (if applicable)
ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A) Initials Date
(1) Responsible Department Person 4^22-IY
Checks substance of contract and assembles two (2) copies of
contract, insurance & bond documents, certifies compliance
with Competitive Bidding and Purchasing Ordinance
(2) Liability and Claims
Approves insurance and sureties, if bonds required 1 l
(3) Finance (Purchasing) W
Checks compliance with Competitive Bidding &Living Wage Ordinances �f
and reflected in current budget
(4) City Attorney
Approves contract as to form, verifies bonds and insurance included
� 2 `%�/y
(5) City Signatory
Signs all copies on behalf of City
(6) City Clerk
Attests signatures, numbers, files contract, insurance and bonds, and
transmits duplicate original to contractor, notifies IT to remove related RFP/bid
notice, notifies any "consultant' of duties to file Form 700, if applicable
Rev. 1/27/14
TRANSMITTAL COMMUNICATION
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
April 30, 2014
Richard L. Simon
Managing Director
V-Bar, LLC
400 E. Capital Park Avenue, #404
Salt Lake City, Utah 84103
Re: Amendment No. 1 to the Consulting Services Agreement — Meteorological Data Collection
Dear Mr. Simon:
Transmitted herewith is a fully executed agreement as referenced above, approved by City
Council minute order on April 15, 2014.
If you have any questions regarding this matter, please contact Javier Valdez, at (323) 583-8811
ext. 825.
Very truly yours,
Deborah R.Ju
Records Management Assistant
Enclosure
c: Carlos Fandino
Javier Valdez
Purchasing Department
Resolution No. 2011-46
Agreement No. 14-019
Excfusivefy Industriaf
FULLY EXECUTED AGREEMENT
AMENDMENT NO.1 TO THE "CONSULTING SERVICES
AGREEMENT BETWEEN THE CITY OF VERNON AND V-BAR, LLC
FOR METEOROLGICAL DATA COLLECTION SERVICES"
WHEREAS, the City of Vernon ("City") and "V-Bar, LLC" ("Contractor") entered into
an agreement effective April 5, 2011, entitled, "Consulting Services Agreement Between the City
of Vernon and V-Bar, LLC, for Meteorological Services" (the "Agreement"); and
WHEREAS, the City and Vernon are collectively referred to as the "Parties"; and
WHEREAS, the City and Contractor desire to amend the Agreement to add $20,000 to
the total "not -to -exceed" amount, to extend the term of the Agreement to June 30, 2014; and to
authorize a $20.00 per hour rate increase for services provided since March 1, 2014.
NOW, THEREFORE, City and Contractor agree as follows:
1. The "Effective Date" of the Agreement is modified to March 1, 2014.
2. Subsection (a) of Section 1 ("Term and Time of Performance") of the Agreement is
hereby amended in its entirety to read:
(a) Contractor's services shall commence upon the Effective Date, and terminate June 30,
2014, unless prematurely terminated by either party as set forth below. Any services performed
before the Effective Date and after the Commencement Date, and pursuant to the version of this
Agreement then in effect, shall be subject to the terms of the Agreement that were in effect at that
time.
3. Section 3(c) is added to the Agreement to read:
(c) Contractor's total compensation for work on or after March 1, 2014 shall not exceed
$20,000 without prior approval of the City and written amendment of this Agreement.
4. Exhibit A ("Scope of Services") of the Agreement is hereby amended in its entirety
to read:
EXHIBIT A
SCOPE OF SERVICES
Contractor shall download, process and report wind data from the City's
meteorological towers and sodar, with monthly update reports, and to provide
any additional services requested by the Light & Power Department.
Page 1 of 3
AMENDMENT NO.1 TO THE "CONSULTING SERVICES
AGREEMENT BETWEEN THE CITY OF VERNON AND V-BAR, LLC
FOR METEOROLGICAL DATA COLLECTION SERVICES"
5. Exhibit B of the Agreement is hereby amended in its entirety to read as follows:
1:014:11*308.1
HOURLY RATE AND EXPENSES
Richard Simon
$250
per hour
David Matson
$230
per hour
Data analysts
$200
per hour
4. Except as expressly modified by this Amendment No.l, all other provisions of the
Agreement shall remain in full force and effect.
5. The provisions of this Amendment No.1 shall constitute the entire agreement of the
parties with respect to the subject matter included in this Amendment No.l and shall supersede
any other agreement, understanding, or arrangement, whether written or oral, between the parties
with respect to the subject matter of this Amendment No.l .
6. The person or persons executing this Amendment No.1 on behalf of each of the parties
warrants and represents that he or she has the authority to execute this Amendment No.I on
behalf of that party and has the authority to bind that party to the performance of its obligations
hereunder.
IN WITNESS WHEREOF, the parties have signed this Amendment No.I as of the date
stated in the introductory clause.
[SIGNATURES ON NEXT PAGE]
Page 2 of 3
AMENDMENT NO.1 TO THE "CONSULTING SERVICES
AGREEMENT BETWEEN THE CITY OF VERNON AND V-BAR, LLC
FOR METEOROLGICAL DATA COLLECTION SERVICES"
CITY OF VERNON a California charter city
and municipal corporation
By:
�itworth, City Administr or
ATTEST:
Ana Barcia, eputy ity Cle
APPROVED AS TO FORM:
Scott Porter, Deputy City Attorney
Page 3 of 3
V-BAR, LLC a Utah Limited Liability
Company
Name:
Title: Mankainq Dirrc4✓
Un
Name:
Title:
STAFF REPORT
RECEIVED
APR 10 2014 STAFF REPORT
CITY CLERK'S 0R?HT & POWER DEPARTMENT
DATE: April 15, 2014
TO: Honorable Mayor and City Council
FROM: Carlos Fandino Jr., Director of Light and Power
CI1YIiDi�fIill lSiI 1101ki
RE: Amendment to Existing Contract with V-Bar, LLC to provide Wind Analysis
Services
Recommendations
It is recommended that the City Council:
1. Find that approving the recommended contract amendment is exempt under the
California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines
Section 15306, the section that exempts "basic data collection, research, experimental
management, and resource evaluation activities which do not result in a serious or major
disturbance to an environmental resource'; and
2. Authorize the City Administrator to approve an amendment to the existing contract
between V-Bar, LLC and the City to add $20,000 to the total "not -to -exceed" amount, to
extend the term of the Agreement to June 30, 2014; and to authorize a $20.00 per hour
rate increase for services provided since March 1, 2014 and through June 30, 2014. It is
further recommended that the City Council find that because the contract is only to be
extended through June 30, 2014, and the expenditure will not exceed $20,000, pursuant
to sections § 2.17.12(B)(2) and § 2.17.30(B), it would be "commercially unreasonable" to
rebid the contract and that the "best interests of the city are served by a direct award of
the contract without a competitive selection process."
Backeround
The City of Vernon Light & Power Department began its professional relationship with V-Bar in
2007, and has since entered into several service agreements with the agency. V-Bar provides
expert analysis of meteorological information and collection of wind turbulence and shear data to
determine the anticipated energy sources available and potential capacity and electrical output of
proposed wind turbines on the City property in Jawbone Canyon. V-Bar has been collecting and
analyzing meteorological data on the Jawbone site and other properties in Kern County for more
than 30 years, long before the City's acquisition of the property from ReNu. V-Bar is recognized
as a leader in the industry by financial, developmental and governmental agencies.
Existing Contract
On April 5, 2011, the City Council adopted Resolution No. 2011-46 to thereby approve a
contract with V-Bar with a not -to -exceed amount of $118,600. The existing contract does not
have an expiration date. The funds within the existing purchase order (055.0001364, dated May
5, 2011) are largely depleted.
The Light & Power Department recommends that the existing contract be extended through June
30, 2014. Staff expects to issue a request for proposals (RFP) for these same services within the
next few weeks, and to award a new contract before June 30, 2014. All qualified parties, which
may include V-Bar, will be invited respond to the RFP.
Staff proposes that the existing contract be amended to terminate June 30, 2014, and that the city
Council authorize payment of up to an additional $20,000, as needed. The additional contract
authority $20,000 should be sufficient to cover the city's costs to have V-Bar to continue work
through the end of this fiscal year.
The proposed contract would increase the applicable hourly rates by $20.00 per hour, to roughly
account for inflationary changes since the original contract was approved. The resultant rates
would be $200/hour for data analysts, $230/hour for the services of David Matson, and
$250/hour for the services of Richard Simon.
Because of the extensive relationship with V-Bar and its intimate involvement with the data
collection in Jawbone over the course of several years, Light & Power staff recommends the city
Council find that, pursuant to Municipal Code § 2.17.12(B)(2), "the best interests of the City are
served by direct award of the contract without a competitive selection process."
Light & Power staff also recommends that notwithstanding the general rule that all professional
services must be rebid every three years, that the City Council find that it would be
"commercially unreasonable" to rebid this contract for the period which is to end June 30, 2014,
as few, if any, reliable contractors would be willing or able to provide the services for such a
short time frame, and on a quick turn -around.
Fiscal Impact
The proposed contract would authorize staff to expend up to an additional $20,000 through June
30, 2014. The existing Light & Power FY 2013-2014 budget has room to pay for these costs.
AMENDMENT NO.1 TO THE "CONSULTING SERVICES
AGREEMENT BETWEEN THE CITY OF VERNON AND V-BAR, LLC
FOR METEOROLGICAL DATA COLLECTION SERVICES"
WHEREAS, the City of Vernon ("City") and "V-Bar, LLC" ("Contractor") entered into
an agreement effective April 5, 2011, entitled, "Consulting Services Agreement Between the City
of Vernon and V-Bar, LLC, for Meteorological Services" (the "Agreement"); and
WHEREAS, the City and Vernon are collectively referred to as the "Parties'; and
WHEREAS, the City and Contractor desire to amend the Agreement to add $20,000 to
the total "not -to -exceed" amount, to extend the term of the Agreement to June 30, 2014; and to
authorize a $20.00 per hour rate increase for services provided since March 1, 2014.
NOW, THEREFORE, City and Contractor agree as follows:
1. The "Effective Date" of the Agreement is modified to March 1, 2014.
2. Subsection (a) of Section 1 ("Term and Time of Performance") of the Agreement is
hereby amended in its entirety to read:
(a) Contractor's services shall commence upon the Effective Date, and terminate June 30,
2014, unless prematurely terminated by either party as set forth below. Any services performed
before the Effective Date and after the Commencement Date, and pursuant to the version of this
Agreement then in effect, shall be subject to the terms of the Agreement that were in effect at that
time.
3. Section 3(c) is added to the Agreement to read:
(c) Contractor's total compensation for work on or after March 1, 2014 shall not exceed
$20,000 without prior approval of the City and written amendment of this Agreement.
4. Exhibit A ("Scope of Services") of the Agreement is hereby amended in its entirety
to read:
EXHIBIT A
SCOPE OF SERVICES
Contractor shall download, process and report wind data from the City's
meteorological towers and sodar, with monthly update reports, and to provide
any additional services requested by the Light & Power Department.
Page 1 of 3
AMENDMENT NO.1 TO THE "CONSULTING SERVICES
AGREEMENT BETWEEN THE CITY OF VERNON AND V-BAR, LLC
FOR METEOROLGICAL DATA COLLECTION SERVICES"
5. Exhibit B of the Agreement is hereby amended in its entirety to read as follows:
EXHIBIT B
HOURLY RATE AND EXPENSES
Richard Simon
$250
per hour
David Matson
$230
per hour
Data analysts
$200
per hour
4. Except as expressly modified by this Amendment No.l, all other provisions of the
Agreement shall remain in full force and effect.
5. The provisions of this Amendment No.1 shall constitute the entire agreement of the
parties with respect to the subject matter included in this Amendment No.I and shall supersede
any other agreement, understanding, or arrangement, whether written or oral, between the parties
with respect to the subject matter of this Amendment No.1.
6. The person or persons executing this Amendment No.I on behalf of each of the parties
warrants and represents that he or she has the authority to execute this Amendment No.I on
behalf of that party and has the authority to bind that party to the performance of its obligations
hereunder.
IN WITNESS WHEREOF, the parties have signed this Amendment No.I as of the date
stated in the introductory clause.
[SIGNATURES ON NEXT PAGE]
Page 2 of 3
AMENDMENT NO.1 TO THE "CONSULTING SERVICES
AGREEMENT BETWEEN THE CITY OF VERNON AND V-BAR, LLC
FOR METEOROLGICAL DATA COLLECTION SERVICES"
CITY OF VERNON a California charter city
and municipal corporation
0
Mark Whitworth, City Administrator
ATTEST:
Ana Barcia, Deputy City Clerk
APPROVED AS TO FORM:
Scott Porter, Deputy City Attorney
Page 3 of 3
V-BAR, LLC a Utah Limited Liability
Company
By:
Name:
Title:
By:
Name:
Title: