Resolution No. 2011-141RESOLUTION NO. 2011-141
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
POWER LINE RELOCATION AGREEMENT NO. 1 WITH
BURLINGTON NORTHERN SANTA FE RAILWAY COMPANY TO
REPLACE EXISTING POWER LINES ALONG 26TH STREET
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, Burlington Northern Santa Fe Railway Company
("BNSF") has requested to replace existing overhead power lines along
a portion of 26th Street with an underground infrastructure to vacate
air space to construct an overpass across 26th Street; and
WHEREAS, by memo dated August 4, 2011, the Director of Light
& Power has recommended the City enter into a Power Line Relocating
Agreement No. 1 (the "Agreement") for the relocation of existing
overhead power lines located along 26th Street.
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 BNSF, a copy of which is attached hereto
as Exhibit A.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute the 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
instructs the Director of Light & Power, 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 Agreement to:
BNSF Railway Company
Attn: John Hovland, Director of Marketing Facility Development
2.650 Lou Menk Drive, MOB-1
Fort Worth, TX 76131
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 16th day of August, 2011.
ATTEW :
Name: Hilario Gonzales
Title.: Mayor /-1Ta70=7Px-o-
2
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. 2011-141, 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, August 16, 2011, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this 0 day of August, 2011, at Vernon, California.
(SEAL)
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POWER LINE RELOCATION AGREEMENT NO. I
THIS POWER LINE RELOCATION AGREEMENT NO. 1 (this "Agreement") is
made, entered into, and executed in duplicate originals, either copy of which may be considered
and used as the original hereof for all purposes, as of this _ day of
BY AND BETWEEN
AND
RECITALS
2011.
CITY OF VERNON, a municipal
corporation (hereinafter referred to
as "CITY")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
BNSF Railway Company, a
Delaware corporation (hereinafter
referred to as "COMPANY")
2650 Lou Menk Drive, MOB-1
Fort Worth, TX 76131
WHEREAS, COMPANY has submitted to CITY a Letter of Intent dated October 29,
2010 requesting that a specified portion of the existing overhead electric and communications
lines and systems located along the north. side of 26th Street (the "Existing Lines") be relocated
to underground electric and communications lines systems, including a new underground con(
and manhole infrastructure (collectively, "Underground Systems"), along 26th Street in the
vicinity of COMPANY'S proposed overpass bridge spanning 26th Street, the proposed location
of such Underground Systems being more particularly described or depicted, for informational
purposes only, on Exhibit "A" attached hereto; and
WHEREAS, COMPANY has requested that CITY relocate the -Existing. Lines to
Underground Systems along 26th Street prior to the commencement of the overpass bridge
construction; and
WHEREAS, CITY desires that the Existing Lines be relocated to Underground Systems
along 26th Street in conformity with the terms and conditions of this Agreement; and
WHEREAS, CITY, for a one-time fee paid by COMPANY, will -(a) enter into this
Agreement, which shall serve as an aid -in -construction contract that covers (i) the removal of the
Existing Lines, including all poles, wires, and facilities along the north side of 26`h Street, (ii) the
construction of Underground Systems along 26th Street to house cables and'equipment in
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accordance with the specifications of CITY' S Light & Power Department, and (iii) the reloca
of the Existing Lines to such Underground Systems (the "26`h Street Relocation"), and (b)
provide the design, engineering, procurement, and construction for the 26`h Street Relocation.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
SECTION 1: CITY shall relocate the Existing Lines•to Underground Systems located
along 26`h Street in the vicinity of COMPANY'S proposed overpass bridge spanning 26`h Street.
No later than
2011, and upon completion of COMPANY'S obligation
under Section 2 of this Agreement. CITY will issue, approve, execute, and/or authorize any and
all permits, licenses, easements, or other approvals required in connection with the 26th Street
Relocation. Further, CITY shall complete all work associated with the 26'h Street Relocation by
no later than forty-five (45) days from execution of this Agreement, or such later date as
COMPANY may designate in its sole and absolute discretion. CITY shall complete the 26`h
Street Relocation (a) in accordance with the approved final design documents, (b) in compliance
with all applicable laws, (c) in a good and workmanlike manner, (d) to COMPANY'S
commercially reasonable satisfaction, and (e) in such a manner so as to clear the airspace above
portion of 26`h Street and allow for the construction and subsequent use of COMPANY'S
proposed overpass bridge spanning 26`h Street. COMPANY shall provide clear accessibility to
the construction zone during the 26`h Street Relocation construction period.
SECTION 2: Upon execution of this Agreement, COMPANY shall deliver to CITY, by
check or wire transfer, the amount of Five Hundred Twenty -Five Thousand Dollars
($525,000.00)'(the "Fee") as a one-time fee for, and not as a contribution to, or partial payment
for, the 26`h Street Relocation. If the cost of the 26`h Street Relocation exceeds the amount of the
Fee, such excess shall be paid by CITY at its sole cost and expense; provided, however, that
COMPANY shall be responsible for any costs in excess of the Fee to the extent such costs are
due solely to changes in the scope of the 26t' Street Relocation specifically requested by
COMPANY in writing. CITY shall complete all work associated with the 26`h Street Relocation
I within forty-five (45) days after the execution of this Agreement(or such later date as
2 COMPANY may designate in its sole and absolute discretion), and in accordance with the
3 requirements of Section 1 above.
4 SECTION 3: Prior to bidding the construction work for the 261h Street Relocation, CITY
5 shall provide a copy of the proposed final design documents to COMPANY for COMPANY'S
6 review and approval, such approval not to be unreasonably conditioned, delayed, or withheld.
7 Notwithstanding the foregoing, COMPANY may require CITY to revise the proposed final
8 design documents if COMPANY determines, in its commercially reasonable discretion, that
9 CITY' S proposed design for the 26t' Street Relocation would materially interfere with, or
10 increase the cost of, COMPANY'S proposed overpass bridge spanning 26th Street.
11 SECTION 4: Notwithstanding anything to the contrary contained herein, nothing in this
12 Agreement shall be deemed a submission by COMPANY to the jurisdiction of any state or local
13 body or a waiver of the preemptive effect of any state or federal law.
14 SECTION 5: Nothing in this Agreement shall be construed as constituting a partnership,
15 joint venture, or agency between CITY and COMPANY. Notwithstanding COMPANY' S
16 execution of this Agreement, payment of the Fee, or review and approval of CITY' S proposed
17 final design documents, COMPANY shall not be responsible for, or incur any liability in
18 connection with, the 26th Street Relocation, including, without limitation, any design,
19 engineering, procurement, construction, or work associated therewith.
20 SECTION 6: Any notices or other communications required or desired to be given or
21 made under the terms of this Agreement shall be in writing and personally -served, or served by
22 registered or certified mail, return receipt requested, deposited in the United States Mail with
23 postage thereon fully prepaid and addressed as follows:
24 CITY:
City of Vernon
25 Attn: City Clerk
26 4305 Santa Fe Avenue
Vernon, CA 90058-0805
27
COMPANY:
28 BNSF Railway Company
Attn: John Hovland, Director Marketing Facility Development
2650 Lou Menk Drive, MOB-1
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Fort Worth, TX 76131
Any notice or other communication shall be deemed given or made on the day personally
served, or, if service is by mail, three (3) days following the date such notice was deposited in
the United States mail with postage thereon fully prepaid.
SECTION 7: This Agreement (a) shall be binding upon and inure to the benefit of CITY
and.COMPANY and their respective legal representatives, successors, and assigns; (b) may be
modified or amended only by a writing signed by each party hereto; (c) shall be governed by and
construed in accordance with the laws of the State of California; (d) may be executed in multiple
counterparts, each of which shall, for all purposes, be deemed an original, but which together
shall constitute one and same instrument, and the signature pages from any counterpart may be
appended to any other counterpart to assemble fully -executed documents, and counterparts of
this Agreement may also be exchanged via facsimile or electronic transmittal, and a party's
signature on any such counterpart shall be deemed to be an original signature for all purposes;
and (e) embodies the entire agreement and understanding between the parties with respect to the
subject matter hereof and supersedes all prior agreements, consents, and understandings relating
to such subject matter.
[Signatures on following page.]
4
ATTEST:
CITY OF VERNON
Hilario H. Gonzales, Mayor
APPROVED AS TO FORM:
Willard G. Yamaguchi, City Clerk Michael B. Montgomery,
Interim City Attorney
COMPANY:
BNSF Railway Company,
a Delawa
Signature
Print Nai
Title: V f
Date: :� — ( q r I
I F �
Title: Assistant Secretary
Date: -7110111
Exhibit "A"
J W
q
r..
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
August 17, 201.1
BNSF Railway Company
Attn: John Hovland
Director of Marketing Facility Development
2650 Lou Menk Drive, MOB-1
Fort Worth, TX 76131
Re: Power Line Relocation Agreement No. 1 — Power Lines Alon&26th Street
Dear Mr. Hovland:
Transmitted herewith is an original fully executed agreement as referenced above, approved by
City Council on August 16, 2011, through Resolution No. 2011-141.
If you have any questions regarding this matter, please call Carlos Fandino, at (323) 583-8811
ext. 834.
Very t ly yours,
f
WILLARD G. YAM CHI
City Clerk
WGY:dj
Enclosure
c: Carlos Fandino
S. Kevin Wilson
Resolution No. 2011-141
Agreement No. 11-099
Exclusively Industrial
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POWER LINE RELOCATION AGREEMENT NO. I
THIS POWER LINE RELOCATION AGREEMENT NO. 1 (this "Agreement") is
made, entered into, and executed in duplicate originals, either copy of which may be considered
and used as the original hereof for all purposes, as of this16t6ay of August , 2011.
BY AND BETWEEN
AND
CITY OF VERNON, a municipal
corporation (hereinafter referred to
as "CITY")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
BNSF Railway Company, a
Delaware corporation (hereinafter
referred to as "COMPANY")
2650 Lou Menk Drive, MOB-1
Fort Worth, TX 76131
RECITALS
WHEREAS, COMPANY has submitted to CITY a Letter of Intent dated October 29,
2010 requesting that a specified portion of the existing overhead electric and communications
lines and systems located along the north side of 261h Street (the "Existing Lines") be relocated
to underground electric and communications lines systems, including a new underground condl
and manhole infrastructure (collectively, "Underground Systems"), along 26`h Street in the
vicinity of COMPANY'S proposed overpass bridge spanning 261h Street, the proposed location
of such Underground Systems being more particularly described or depicted, for informational
purposes only, on Exhibit "A" attached hereto; and
WHEREAS, COMPANY has requested that CITY relocate the Existing Lines to
Underground Systems along 26th Street prior to the commencement of the overpass bridge
construction; and
WHEREAS, CITY desires that the Existing Lines be relocated to Underground Systems
along 26`h Street in conformity with the terms and conditions of this Agreement; and
WHEREAS, CITY, for a one-time fee paid by COMPANY, will (a) enter into this
Agreement, which shall serve as an aid -in -construction contract that covers (i) the removal of the
Existing Lines, including all poles, wires, and facilities along the north side of 26`h Street, (ii) the
construction of Underground Systems along 261h Street to house cables and equipment in
1
1 accordance with the specifications of CITY'S Light & Power Department, and (iii) the reloca
2 of the Existing Lines to such Underground Systems (the "26th Street Relocation"), and (b)
3 provide the design, engineering, procurement, and construction for the 26th Street Relocation.
4 AGREEMENT
5 11 NOW, THEREFORE, in consideration of the covenants contained herein, and for other
6 good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
7 the parties agree as follows:
8 SECTION 1: CITY shall relocate the Existing Lines to Underground Systems located
9 along 26th Street in the vicinity of COMPANY'S proposed overpass bridge spanning 26th Street.
10 No later than September 30 , 2011, and upon completion of COMPANY'S obligation
11 under Section 2 of this Agreement. CITY will issue, approve, execute, and/or authorize any and
12 all permits, licenses, easements, or other approvals required in connection with the 26th Street
13 Relocation. Further, CITY shall complete all work associated with the 26th Street Relocation by
14 no later than forty-five (45) days from execution of this Agreement, or such later date as
15 COMPANY may designate in its sole and absolute discretion. CITY shall complete the 26th
16 Street Relocation (a) in accordance with the approved final design documents, (b) in compliance
17 with all applicable laws, (c) in a good and workmanlike manner, (d) to COMPANY'S
18 commercially reasonable satisfaction, and (e) in such a manner so as to clear the airspace above
19 portion of 26th Street and allow for the construction and subsequent use of COMPANY'S
20 proposed overpass bridge spanning 26th Street. COMPANY shall provide clear accessibility to
21 the construction zone during the 26th Street Relocation construction period.
22 SECTION 2: Upon execution of this Agreement, COMPANY shall deliver to CITY, by
2 3 11 check or wire transfer, the amount of Five Hundred Twenty -Five Thousand Dollars
24 ($525,000.00) (the "Fee") as a one-time fee for, and not as a contribution to, or partial payment
25 for, the 26th Street Relocation. If the cost of the 26th Street Relocation exceeds the amount of the
26 Fee, such excess shall be paid by CITY at its sole cost and expense; provided, however, that
27 COMPANY shall be responsible for any costs in excess of the Fee to the extent such costs are
28 due solely to changes in the scope of the 26th Street Relocation specifically requested by
COMPANY in writing. CITY shall complete all work associated with the 26th Street Relocatior
1 within forty-five (45) days after the execution of this Agreement(or such later date as
2 COMPANY may designate in its sole and absolute discretion), and in accordance with the
3 11 requirements of Section I above.
4 SECTION 3: Prior to bidding the construction work for the 26`h Street Relocation, CITY
5 shall provide a copy of the proposed final design documents to COMPANY for COMPANY'S
6 review and approval, such approval not to be unreasonably conditioned, delayed, or withheld.
7 Notwithstanding the foregoing, COMPANY may require CITY to revise the proposed final
8 design documents if COMPANY determines, in its commercially reasonable discretion, that
9 CITY'S proposed design for the 26`h Street Relocation would materially interfere. with, or
10 increase the cost of, COMPANY'S proposed overpass bridge spanning 261h Street.
11 SECTION 4: Notwithstanding anything to the contrary contained herein, nothing in this
12 Agreement shall be deemed a submission by COMPANY to the jurisdiction of any state or local
13 body or a waiver of the preemptive effect of any state or federal law.
14 SECTION 5: Nothing in this Agreement shall be construed as constituting a partnership,
15 joint venture, or agency between CITY and COMPANY. Notwithstanding COMPANY'S
16 execution of this Agreement, payment of the Fee, or review and approval of CITY' S proposed
17 final design documents, COMPANY shall not be responsible for, or incur any liability in
18 connection with, the 26th Street Relocation, including, without limitation, any design,
19 engineering, procurement, construction, or work associated therewith.
20 SECTION 6: Any notices or other communications required or desired to be given or
21 made under the terms of this Agreement shall be in writing and personally served, or served by
22 registered or certified mail, return receipt requested, deposited in the United States Mail with
23 postage thereon fully prepaid and addressed as follows:
24 CITY:
City of Vernon
25 Attn: City Clerk
26 4305 Santa Fe Avenue
Vernon, CA 90058-0805
27
COMPANY:
28 BNSF Railway Company
Attn: John Hovland, Director Marketing Facility Development
2650 Lou Menk Drive, MOB-1
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Fort Worth, TX 76131
Any notice or other communication shall be deemed given or made on the day personally
served, or, if service is by mail, three (3) days following the date such notice was deposited in
the United States mail with postage thereon fully prepaid.
SECTION 7: This Agreement (a) shall be binding upon and inure to the benefit of CITY
and COMPANY and their respective legal representatives, successors, and assigns; (b) may be
modified or amended only by a writing signed by each party hereto; (c) shall be governed by and
construed in accordance with the laws of the State of California; (d) may be executed in multiple
counterparts, each of which shall, for all purposes, be deemed an original, but which together
shall constitute one and same instrument, and the signature pages from any counterpart may be
appended to any other counterpart to assemble fully -executed documents, and counterparts of
this Agreement may also be exchanged via facsimile or electronic transmittal, and a party's
signature on any such counterpart shall be deemed to be an original signature for all purposes;
and (e) embodies the entire agreement and understanding between the parties with respect to the
subject matter hereof and supersedes all prior agreements, consents, and understandings relating
to such subject matter.
[Signatures on following page.]
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CITY OF VERNON
Hilario Gonzales, Mayor
APPROVED AS TO FORM:
Michae . Montgomery,
Interim City Attorney
COMPANY:
BNSF Railway Company,
n T)elaware comoration
Signaturf
Print Naj
Title:
Date: ::� — (`I J f
Print Name:
Title: Assistant Secretary
Date: -7
Exhibit "A"
RECEIVED
RECEIVED AUG 0 8 2011
AUG 0 8 20" STAFF REPORT CITY ADMINISTRATION
CITY CLERK'S OFFICE Light & Power Department
DATE: August 4, 2011
TO: Honorable Mayor and City Council
FROM: Carlos R. Fandino, Jr.
Director of Light & Power
SUBJECT: BNSF — Power Line Relocation Agreement No. 1
PURPOSE
BNSF Railway Company has requested from the Light & Power Department to
replace existing overhead power lines along a portion of 26t" Street with an
underground infrastructure to vacate air space to construct an overpass across 26tn
Street. The proposed bridge will enable BNSF trucks to access different properties
bypassing the 26th Street crossing.
RECOMMENDATION
Recommend that the attached Power Line Relocation Agreement No. 1 be placed
on the City Council agenda for consideration and approval. The City's legal
department has reviewed the agreement and it is approved as to form.
FISCAL IMPACT
As part of the execution of the Agreement, BNSF is required to deliver a payment
for the construction cost before this power line project can begin.
CRF:ah
Attachment
Rr'zcewev
�U , 0 8 2011
,,,,O�jtj
RA/L {RYA Y
August 5, 2011
Kevin Wilson
Director of Community Services & Water
4305 Santa Fe Drive
Vernon, CA 90058
Dear Mr. Wilson:
John Hovland
Director
Marketing Facility Development
BNSF Railway Company
2650 Lou Menk Drive, MKT 1
Fort Worth, TX 76131
817-867-6170
John. hovland @ bnsf.com
Attached herewith is check number 0014967639 in the amount of $525,000
representing the one time fee designated in the Power Line Relocation
Agreement.
As we had previously agreed, upon receipt of this check please arrange for the
approval and execution of that Power Line Relocation Agreement and the
execution of the License Agreement and Escrow Instructions for the construction
of the Vehicular Bridge over 26th St.
Thank you for your assistance in the matter.
Sincerely,
John A. ovland
2001780 CITY OF VERNON 14967639
INVOICE NUMBER
AMOUNT
DISC.
NET AMOUNT
0804`011
525,000.00
0.00
"525,000.00
Oil
r'
Total
525,000.00
0.00
525,000.00
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: August 4, 2011
TO: Carlos Fandino, Director of Light & Power
FROM: Mike Montgomery, Interim City Attorney# t I
RE: BNSF - Request to Relocate City -owned Power Lines
I have received and reviewed the Memorandum and the attachments
thereto for the above -referenced matter.
The power line relocation agreement no. 1 is approved as to form.
MM:em
Enclosures